BY-LAWS

                                       OF

                    COHEN & STEERS SELECT UTILITY FUND, INC.

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

                                    ARTICLE I

                                     Offices

          Section 1. Principal Office in Maryland. The Corporation shall have a
principal office in the City of Baltimore, State of Maryland.

          Section 2. Other Offices The Corporation may have offices also at such
other places within and without the State of Maryland as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.

                                   ARTICLE II

                            Meetings of Stockholders

          Section 1. Place of Meeting. Meetings of stockholders shall be held at
such place, either within the State of Maryland or at such other place within or
outside the United States, as shall be fixed from time to time by the Board of
Directors.

          Section 2. Annual Meetings. The annual meeting of the stockholders of
the Corporation shall be held on a date not less than ninety (90) days nor more
than one hundred twenty (120) days following the end of the Corporation's fiscal
year fixed from time to time by the Board of Directors. An annual meeting may be
held at any place in or out of the State of Maryland and at any time within the
above-described period, each as may be determined by the Board of Directors and
designated in the notice of the meeting. Any business of the Corporation may be
transacted at an annual meeting without the purposes having been specified in
the notice unless otherwise provided by statute, the






Corporation's Articles of Incorporation, as amended and supplemented from time
to time (the "Charter"), or these By-Laws.

          Section 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting, stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat and each other shareholder entitled to
notice thereof not less than ten nor more than ninety days prior to the date
designated for the meeting. Such notice shall be addressed to each stockholder
at his address appearing on the books of the Corporation or supplied by the
stockholder to the Corporation for the purpose of notice. Notice of any meeting
of stockholders shall be deemed waived by any stockholder who attends the
meeting in person or by proxy, or who before or after the meeting submits a
signed waiver of notice that is filed with the records of the meeting.

          Section 4. Special Meetings. Special meetings of stockholders may be
called by the chairman, the president or by the Board of Directors and shall be
called by the secretary upon the written request of holders of not less than a
majority of the votes entitled to be cast at the meeting upon payment by such
stockholders to the Corporation of the reasonably estimated cost of preparing
and mailing a notice of the meeting (which estimated cost shall be provided to
such stockholders by the secretary of the Corporation). A written request shall
state the purpose or purposes of the proposed meeting.

          Section 5. Notice of Special Meeting. Written or printed notice of a
special meeting of stockholders, stating the place, date, hour, and purpose
thereof, shall be given by the secretary to each stockholder entitled to vote
thereat and each other


                                       2






shareholder entitled to notice thereof not less than ten nor more than ninety
days before the date fixed for the meeting.

          Section 6. Business of Annual or Special Stockholder Meetings. (a) At
any annual or special meeting of the stockholders, only such business shall be
conducted, including, but not limited to, nominations of persons for election to
the Board of Directors, as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, the business must be (i) (A)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
or (C) otherwise properly brought before the meeting by a stockholder of the
Corporation (1) who was a stockholder of record at the time of giving notice
provided for in Section 6(b) below and on the record date for the determination
of stockholders entitled to vote at such meeting, (2) who is entitled to vote at
the meeting and (3) who complied with the notice(s) procedures set forth in
Section 6(b) below, and (ii) a proper subject under applicable law for
stockholder action. To be properly brought before a special meeting, the
business must be (i) (A) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (B) otherwise properly brought before the meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (C) otherwise properly brought before the meeting by a
stockholder of the Corporation (1) who was a stockholder of record at the time
of giving notice provided for in Section 6(b) below and on the record date for
the determination of stockholders


                                       3






entitled to vote at such meeting, (2) who is entitled to vote at the meeting and
(3) who complied with the notice(s) procedures set forth in Section 6(b) below,
and (ii) a proper subject under applicable law for stockholder action.

          (b) For any stockholder proposal to be presented in connection with an
annual or special meeting of stockholders of the Corporation (other than
proposals made under Rule 14a-8 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including any proposal relating to the nomination
of a director to be elected to the Board of Directors of the Corporation, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation as provided in this Section 6. To be timely, a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the Corporation (a) in the case of an annual meeting, not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than thirty (30) days or
delayed by more than sixty (60) days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs. Such stockholder's notice
shall set forth (a) as to each


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person whom the stockholder proposes to nominate for election or re-election as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act and the
rules and regulations promulgated thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and of
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of stock of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial owner,
(iii) a description of all arrangements or understanding between such
stockholder and each proposed nominee or any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be made in connection with solicitations of proxies for election of
directors pursuant to Regulation 14A under the Exchange Act and the rules and
regulations promulgated thereunder.


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          (c) Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at any stockholder meeting except in accordance with
the procedures set forth in this Section 6 and no person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 6. The Chairman of the stockholder
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this Section 6, and if he should so determine, he shall so declare
to the meeting that any such business not properly brought before the meeting
shall not be considered or transacted. No adjournment or postponement of a
meeting of stockholders shall commence a new period for the giving of notice of
a stockholder proposal hereunder.

          Section 7. Quorum. The holders of shares entitled to cast a majority
of the votes entitled to be cast thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. As provided in Section 8 of Article II, a meeting of
stockholders convened on the date for which it is called may be adjourned from
time to time without further notice to a date not more than 120 days after the
record date.

          Section 8. Adjournment. Any meeting of the stockholders convened on
the date for which it was called may be adjourned from time to time, without
notice other than by announcement at the meeting at which the adjournment was
taken. In the absence of a quorum, the stockholders present in person or by
proxy, by majority vote of those present and without notice other than by
announcement at the meeting, may adjourn the meeting from time to time. At any
adjourned meeting at which a quorum shall be


                                       6






present, any action may be taken that could have been taken at the meeting
originally called. A meeting of the stockholders may not be adjourned without
further notice to date more than 120 days after the original record date
determined pursuant to Section 13 of Article II.

          Section 9. Voting. When a quorum is present at any meeting, the
affirmative vote of a majority of the votes cast by stockholders entitled to
vote on the matter shall decide any question brought before such meeting (except
that directors may be elected by the affirmative vote of a plurality of the
votes cast), unless the question is one upon which by express provision of the
Investment Company Act of 1940, as amended, or other statutes or rules or orders
of the Securities and Exchange Commission or any successor thereto or of the
Charter a different vote is required, in which case such express provision shall
govern and control the decision of such question.

          Section 10. Organization. At every meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to act, the president, or
in his absence or inability to act, a vice president, or in the absence or
inability to act of all the vice presidents, a chairman chosen by the
stockholders, shall act as chairman of the meeting. The secretary, or in his or
her absence or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes of the
meeting.

          Section 11. Order of Business. The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.

          Section 12. Proxies. Each stockholder shall at every meeting of
stockholders be entitled to vote in person or by proxy appointed in such manner
as may


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be permitted by Maryland law. No proxy shall be voted after eleven months from
its date, unless otherwise provided in the proxy. Stockholders may authorize
others to act as proxies by means of written proxies signed by the stockholder
or by his authorized agent, facsimile signatures, electronic transmissions,
internet transmissions, telephonic means, telegrams, datagrams, proxygrams and
other reasonable means authorized or accepted by the Corporation, subject to the
reasonable satisfaction of the Corporation that the stockholder has authorized
the creation of the proxy. Every proxy shall be revocable at the pleasure of the
stockholder providing it, except in those cases in which the proxy states that
it is irrevocable and in which an irrevocable proxy is permitted by law.

          Section 13. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date which shall be
not more than ninety days and, in the case of a meeting of stockholders, not
less than ten days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. In lieu of fixing a record
date, the Board of Directors may provide that the stock transfer books shall be
closed for a stated period, but not to exceed, in any case, twenty days. If the
stock transfer books are closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books shall
be closed for at least ten days immediately preceding such meeting. If no record
date is fixed and the stock transfer books are not


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closed for the determination of stockholders: (1) The record date for the
determination of stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business of the day on which notice of the
meeting stockholders is mailed or the day thirty days before the meeting,
whichever is the closer date the meeting; and (2) The record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the day on which
the resolution of the Board of Directors, declaring the dividend or allotment of
rights, is adopted, provided that the payment or allotment date shall not be
more than sixty days after the date of the adoption of such resolution. If a
record date has been fixed for the determination of stockholders entitled to
vote at a meeting, only the stockholders of record on the record date shall be
entitled to vote at the meeting and such stockholders shall be entitled to vote
at the meeting notwithstanding the subsequent transfer or redemption of the
shares owned of record on such date. All persons who were holders of record of
shares as of the record date of a meeting, and no others, shall be entitled to
notice of and to vote at such meeting and any adjournment thereof.

          Section 14. Inspectors of Election. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, may be
required to take and sign an oath faithfully to execute the duties of


                                       9






inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each share, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting or any stockholder, the inspector or
inspectors, if any, shall make a report in writing of any challenge, question or
matter determined by him or them and execute a certificate of any fact found by
him or them. No director or candidate for the office of director shall act as
inspector of an election of directors. Inspectors need not be stockholders of
the Corporation.

          Section 15. Informal Action by Stockholders. Except to the extent
prohibited by the Charter, the Investment Company Act of 1940, as amended, or
rules or orders of the Securities and Exchange Commission or any successor
thereto, any action required or permitted to be taken at any meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by all the stockholders entitled to vote on the
subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such consent and
waiver are filed with the records of the Corporation.


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                                   ARTICLE III

                               Board of Directors

          Section 1. Number of Directors. The number of directors constituting
the entire Board of Directors (which initially was fixed at two in the
Corporation's Charter) may be increased or decreased from time to time by the
vote of a majority of the entire Board of Directors within the limits permitted
by law but at no time may be more than twelve (except as provided in the Charter
of the Corporation with respect to the rights of holders of preferred stock of
the Corporation), but the tenure of office of a director in office at the time
of any decrease in the number of directors shall not be affected as a result
thereof. Beginning with the first annual meeting of stockholders of the
Corporation held after the initial public offering of the Corporation's Common
Stock, and if at such time, the number of directors shall be three (3) or more,
(the "First Annual Meeting"), the Board of Directors of the Corporation shall be
divided into three classes: Class I, Class II and Class III. At the First Annual
Meeting, directors of Class I shall be elected to the Board of Directors for a
term expiring at the next succeeding annual meeting of stockholders, directors
of Class II shall be elected to the Board of Directors for a term expiring at
the second succeeding annual meeting of stockholders and directors of Class III
shall be elected to the Board of Directors for a term expiring at the third
succeeding annual meeting of stockholders. At each subsequent annual meeting of
stockholders, the directors chosen to succeed those whose terms are expiring
shall be identified as being of the same class as the directors whom they
succeed and shall be elected for a term expiring at the time of the third
succeeding annual meeting of stockholders subsequent to


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their election or thereafter in each case when their respective successors are
elected and qualified. The directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 2 of this Article III, and each
director elected shall hold office for the term provided above and until his
successor shall have been elected and shall have qualified, or until his death,
or until he shall have resigned or have been removed as provided in these
By-Laws, or as otherwise provided by statute or the Corporation's Charter. Any
director may resign at any time upon written notice to the Corporation. Such
vacancy shall be effective as of the date specified in the written notice, or if
no date is specified, then immediately upon receipt by the Corporation. Unless
specified in the written notice, acceptance of the resignation shall not be
necessary for the resignation to be effective. Any vacancy created by an
increase in directors may be filled in accordance with Section 2 of this Article
III. No reduction in the number of directors shall have the effect of removing
any director from office prior to the expiration of his term unless the director
is specifically removed pursuant to Section 4 of this Article III at the time of
the decrease. Directors need not be stockholders unless otherwise required by
law.

          Section 2. Vacancies and Newly-Created Directorships. Any vacancy
occurring in the Board of Directors for any cause other than by reason of an
increase in the number of directors may be filled by a majority of the remaining
members of the Board of Directors whether or not sufficient to constitute a
quorum. Any vacancy occurring by reason of an increase in the number of
directors may be filled by a majority of the entire Board of Directors then in
office. Notwithstanding the foregoing, if the stockholders of any class of the
Corporation's capital stock are entitled separately to elect one or more
directors, a majority of the remaining directors elected by that class or the


                                       12






sole remaining director elected by that class may fill any vacancy among the
number of directors elected by that class. A director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until the next
annual meeting of stockholders and until his successor is elected and qualifies.
Any director elected by the stockholders to fill a vacancy shall hold office for
the balance of the term of the director he replaced.

          Section 3. Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Charter or by these By-Laws conferred
upon or reserved to the stockholders.

          Section 4. Removal of Directors. A director of the Corporation may be
removed from office only for cause and then only by vote of the holders of at
least seventy-five percent (75%) of the votes entitled to be cast for the
election of directors.

          Section 5. Meetings. The Board of Directors of the Corporation or any
committee thereof may hold meetings, both regular and special, either within or
without the State of Maryland. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors. Special meetings of the Board of Directors
may be called by the chairman, the president or by two or more directors.

          Section 6. Quorum and Voting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business, and except
as otherwise expressly required by statute, the Corporation's Charter or these
By-Laws, the act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the Board.


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          Section 7. Organization. The Chairman of the Board shall preside at
each meeting of the Board. In the absence or inability of the Chairman of the
Board to act, the president (if he is a director), or, in his absence or
inability to act, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside at the meeting. The
secretary (or, in his or her absence or inability to act, any person appointed
by the chairman) shall act as secretary of the meeting and keep the minutes of
the meeting.

          Section 8. Committees. The Board of Directors may appoint from among
its members an executive committee and other committees of the Board of
Directors, each committee to be composed of one or more of the directors of the
Corporation. The Board of Directors may delegate to such committees any of the
powers of the Board of Directors except those that may not by law be delegated
to a committee. Such committee or committees shall have the name or names as may
be determined from time to time by resolution adopted by the Board of Directors.
Unless the Board of Directors designates one or more directors as alternate
members of any committee, who may replace an absent or disqualified member at
any meeting of the committee, the members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, appoint another member of the Board of Directors to act at the meeting
in the place of any absent or disqualified member of such committee. At meetings
of any such committee, a majority of the members or alternate members of such
committee shall constitute a quorum for the transaction of business and the act
of a majority of the members or alternate members present at any meeting at
which a quorum is present shall be the act of the committee.


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          Section 9. Minutes of Committee Meetings. The committees shall keep
regular minutes of their proceedings.

          Section 10. Informal Action by Board of Directors and Committees. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee, provided,
however, that such written consent shall not constitute approval of any matter
which pursuant to the Investment Company Act of 1940, as amended, and the rules
thereunder requires the approval of directors by vote cast in person at a
meeting.

          Section 11. Meeting by Conference Telephone. The members of the Board
of Directors or any committee thereof may participate in a meeting of the Board
of Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and such participation shall
constitute presence in person at such meeting, provided however, that such
participation shall not constitute presence in person with respect to matters
which pursuant to the Investment Company Act of 1940, as amended, and the rules
thereunder require the approval of directors by vote cast in person at a
meeting.

          Section 12. Fees and Expenses. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors, a stated
salary as director or such


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other compensation as the Board of Directors may approve. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like reimbursement and compensation for attending committee meetings.

                                   ARTICLE IV

                                     Notices

          Section 1. General. Notices to directors and stockholders mailed to
them at their post office addresses appearing on the books of the Corporation
shall be deemed to be given at the time when deposited in the United States
mail.

          Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes, of the Charter or of these By-Laws,
each person entitled to said notice waives notice if, before or after the
meeting he signs a written waiver of notice and such waiver is filed with the
records of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

                                    ARTICLE V

                                    Officers

          Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a chairman of the Board of Directors, a
president, a secretary and a treasurer. The Board of Directors may choose also
such vice presidents and additional officers or assistant officers as it may
deem advisable. Any number of


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offices, except the offices of president and vice president and chairman and
vice president, may be held by the same person. No officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law to be executed, acknowledged or verified by two or
more officers.

          Section 2. Other Officers and Agents. The Board of Directors may
appoint such other officers and agents as it desires who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

          Section 3. Tenure of Officers. The officers of the Corporation shall
hold office at the pleasure of the Board of Directors. Each officer shall hold
his office until his successor is elected and qualifies or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Any resignation shall take effect at the time specified
therein or, if the time when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation. Any
officer elected or appointed by the Board of Directors may be removed, with or
without cause at anytime, by the Board of Directors when, in its judgment, the
best interests of the Corporation, will be served thereby. The Board may
delegate the power of removal as to agents and employees not elected or
appointed by the Board of Directors. Removal shall be without prejudice to the
person's contract rights, if any, but the appointment of any person as an
officer, agent or employee of the Corporation shall not of itself create
contract rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal, or otherwise shall be filled by the Board of
Directors.


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          Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders of the
Board of Directors. Unless otherwise determined by the board of directors, he
shall be the chief executive officer and shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall be ex
officio a member of all committees designated by the board of directors except
as otherwise determined by the board of directors. He shall have authority to
execute instruments and contracts on behalf of the corporation except where
required by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.

          Section 5. President. The president shall act under the direction of
the chairman and in the absence or disability of the chairman shall perform the
duties and exercise the powers of the chairman. Unless otherwise determined by
the Board of Directors, he shall be chief operating officer and shall perform
such other duties and have such other powers as the chairman or the board of
directors may from time to time prescribe. He shall have authority to execute
instrument and contracts on behalf of the corporation except where required by
law to be otherwise signed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.

          Section 6. Vice Presidents. The vice presidents shall act under the
direction of the chairman and in the absence or disability of the chairman shall
perform the duties and exercise the powers of the president. They shall perform
such other duties


                                       18






and have such other powers as the Chairman, the president or the Board of
Directors may from time to time prescribe. The Board of Directors may designate
one or more executive vice presidents or may otherwise specify the order of
seniority of the vice presidents and, in that event, the duties and the powers
of the president shall descend to the vice presidents in the specified order of
seniority.

          Section 7. Secretary. The secretary shall act under the direction of
the chairman and the president. Subject to the direction of the chairman and the
president he shall attend all meetings of the Board of Directors and all
meetings of stockholders and record the proceedings in a book to be kept for
that purpose and shall perform like duties for the committees designated by the
Board of Directors when required. He shall give, or cause to be given, notice of
all meetings of stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the chairman or the
Board of Directors. He shall keep in safe custody the seal of the Corporation
and shall affix the seal or cause it to be affixed to any instrument requiring
it.

          Section 8. Assistant Secretaries. The assistant secretaries in the
order of their seniority, unless otherwise determined by the chairman, the
president or the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary. They
shall perform such other duties and have such other powers as the chairman, the
president or the Board of Directors may from time to time prescribe.

          Section 9. Treasurer. The treasurer shall act under the direction of
the chairman and the president. Subject to the direction of the chairman and the
president he shall have the custody of the corporate funds and securities and
shall keep full and


                                       19






accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the chairman, the president or the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the chairman, the
president and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as treasurer and of
the financial condition of the Corporation.

          Section 10. Assistant Treasurers. The assistant treasurers in the
order of their seniority, unless otherwise determined by the chairman, the
president or the Board of Directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer. They
shall perform such other duties and have such other powers as the chairman, the
president or the Board of Directors may from time to time prescribe.

          Section 11. Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or upon any
director.

                                   ARTICLE VI

                              Certificates of Stock

          Section 1. General. Every holder of stock of the Corporation who has
made full payment of the consideration for such stock shall be entitled upon
request to have a certificate, signed by, or in the name of the Corporation by,
the chairman, the


                                       20






president or a vice president and countersigned by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Corporation,
certifying the number of whole shares of each class of stock owned by him in the
Corporation.

          Section 2. Fractional Share Interests. The Corporation may issue
fractions of a share of stock. Fractional shares of stock shall have
proportionately to the respective fractions represented thereby all the right of
whole shares, including the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of the Corporation,
excluding, however, the right to receive a stock certificate representing such
fractional shares.

          Section 3. Signatures on Certificates. Any of or all the signatures on
a certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, it may be issued with the same effect
as if he were such officer at the date of issue. The seal of the Corporation or
a facsimile thereof may, but need not, be affixed to certificates of stock.

          Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of any affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
Corporation a


                                       21






bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate or certificates
alleged to gave been lost, stolen or destroyed.

          Section 5. Transfer of Shares. Upon request by the registered owner of
shares, and if a certificate has been issued to represent such shares upon
surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares of stock duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
Corporation, if it is satisfied that all provisions of the Charter, of the
By-Laws and of the law regarding the transfer of shares have been duly complied
with, to record the transaction upon its books, issue a new certificate to the
person entitled thereto upon request for such certificate, and cancel the old
certificate, if any.

          Section 6. Registered Owners. The Corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Maryland.

                                   ARTICLE VII

                                  Miscellaneous

          Section 1. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet


                                       22






contingencies, or such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve.

          Section 2. Dividends. Dividends upon the stock of the Corporation may,
subject to the provisions of the Charter, the By-Laws and of applicable law, be
declared by the Board of Directors at any time. Dividends may be paid in cash,
in property or in shares of the Corporation's stock, subject to the provisions
of the Charter, the By-Laws and of applicable law.

          Section 3. Capital Gains Distributions. The amount in number of
capital gains distributions paid to the stockholders during each fiscal year
shall be determined by the Board of Directors. Each such payment shall be
accompanied by a statement as to the source of such payment, to the extent
required by law.

          Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officers or such other person or persons or
as the Board of Directors may from time to time designate.

          Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the resolution of the Board of Directors.

          Section 6. Seal. The Corporate seal shall have inscribed thereon the
names of the Corporation, the year of its organization and the words, "Corporate
Seal, Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or fixed or in another matter reproduced or by placing the word
"(seal)" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.


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                                  ARTICLE VIII

                                 Indemnification

          Section 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The Corporation shall indemnify its
directors and officers who while serving as directors or officers also serve at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the fullest extent
consistent with law. The indemnification and other rights provided by this
article shall continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person. This Article shall not protect any such person against any
liability to the Corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct").

          Section 2. Advances. Any current or former director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification without requiring a preliminary determination of ultimate
entitlement to indemnification except as provided below, to the fullest extent
permissible under the Maryland General Corporation Law.


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The person seeking indemnification shall provide to the Corporation a written
affirmation of his good faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met and a written undertaking to
repay any such advance if it should ultimately be determined that the standard
of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the person seeking indemnification shall
provide a security in form and amount acceptable to the Corporation for his
undertaking; (b) the Corporation is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of directors of the Corporation who
are neither "interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the proceeding
("disinterested non-party directors"), or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemnification will
ultimately be found to be entitled to indemnification.

          Section 3. Procedure. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct, (b) dismissal
of the proceeding against the person to be indemnified for insufficiency of
evidence of any disabling conduct, or (c) in the absence of such a decision or
dismissal, a reasonable determination, based upon a review of the facts, that


                                       25






the person to be indemnified was not liable by reason of disabling conduct by
(i) the vote of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion. Any determination
pursuant to this Section 3 shall not prevent recovery from any person of any
amount paid to be in accordance with this By-Law as indemnification if such
person is subsequently adjudicated by a court of competent jurisdiction to be
liable by reason of disabling conduct.

          Section 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940, as amended.

          Section 5. Other Rights. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed exclusive of
any other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise. The
Corporation shall not be liable for any payment under this By-Law in connection
with a claim made by a director, officer, employee or agent to the extent such
director, officer, employee or agent has otherwise actually received payment
under an insurance policy, agreement, resolution or otherwise. The rights
provided to any person by this Article shall be enforceable against the
Corporation


                                       26






by such person who shall be presumed to have relied upon it in serving or
continuing to serve as a director, officer, employee, or agent as provided
above.

          Section 6. Amendments. References in this Article are to the Maryland
General Corporation Law and to the Investment Company Act of 1940, as amended.
No amendment of these By-Laws shall effect any right of any person under this
Article based on any event, omission or proceeding prior to the amendment.

                                   ARTICLE IX

                                   Amendments

          The Board of Directors shall have the power to make, alter and repeal
By-Laws of the Corporation, subject to the requirements of the Investment
Company Act of 1940, as amended; provided, however, that no amendment of these
By-Laws shall affect any right of any person under Article VIII hereof based on
any event, omission or proceeding prior to the amendment. These By-Laws may not
be amended by the stockholders of the Corporation.


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