COMMON STOCK                                 CUSIP 339735 10 2
PAR VALUE $.10                               See Reverse For Certain Definitions

                                                                  Exhibit (d)(2)


                   FLOATING RATE INCOME STRATEGIES FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

This certifies that

is the registered holder of

     FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Floating Rate
Income Strategies Fund, Inc. transferable on the books of the Corporation by the
holder in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all of the provisions of the Articles
of Incorporation and of the By-Laws of the Corporation, and of all the
amendments from time to time made thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

                                President                          Secretary



Countersigned and Registered:





Transfer Agent and Registrar
Authorized Signature



                   FLOATING RATE INCOME STRATEGIES FUND, INC.

     The Corporation has the authority to issue stock of more than one class. A
full statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the shares of each class of stock
which the Corporation is authorized to issue and the differences in the relative
rights and preferences between the shares of each class to the extent that they
have been set, and the authority of the Board of Directors to set the relative
rights and preferences of subsequent classes and series, will be furnished by
the Corporation to any stockholder, without charge, upon request to the
Secretary of the Corporation.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common         UNIF GIFT MIN ACT--       Custodian
                                                         -------         -------
                                                           (Cust)        (Minor)

TEN ENT--as tenants by the entireties   under Uniform Gifts to Minors Act
                                                                         -------
                                                                         (State)

JT TEN --as joint tenants with right
              of survivorship and not as
              tenants in common

    Additional abbreviations may also be used though not in the above list.


  For value received, .............. hereby sell, assign and transfer unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

-------------------------------------------------------------------------

Please print or typewrite name and address including zip code of assignee


                                                                  Shares
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint


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Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

Dated:
      ------------------

                                      Signature:
                                                --------------------------------


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          NOTICE: The signature to this assignment must correspond with the name
          as written upon the face of the certificate, in every particular,
          without alteration or enlargement, or any change whatever.

     Signature Guaranteed:
                          ------------------------------------

     Signatures must be guaranteed by an "eligible guarantor institution" as
such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.


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