MORGAN STANLEY CHINA A SHARE
FUND, INC.
Third Amended and Restated Bylaws
December 2015
ARTICLE
I
STOCKHOLDERS
SECTION
       Section 1.1. Place of Meeting. All meetings of
the stockholders should be held at the principal office of
the Corporation in the State of Maryland or at such other
place within the United States as may from time to time
be designated by the Board of Directors and stated in the
notice of such meeting.
       Section 1.2. Annual Meetings. The annual
meeting of the stockholders of the Corporation shall be
held on such day of each calendar year as may from time
to time be designated by the Board of Directors and
stated in the notice of such meeting, for the purpose of
electing directors for the ensuing year and for the
transaction of such other business as may properly be
brought before the meeting.
       Section 1.3. Special Meetings. Special meetings
of the stockholders for any purpose or purposes may be
called by the Chairman of the Board, the President, or a
majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary upon
receipt of the request in writing signed by stockholders
holding not less than a majority of the votes entitled to be
cast thereat. Such request shall state the purpose or
purposes of the proposed meeting and the matters
proposed to be acted on at such proposed meeting. The
Secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing such notice of
meeting and upon payment to the Corporation of such
costs, the Secretary shall give notice as required in this
Article to all stockholders entitled to notice of such
meeting.
       Section 1.4. Notice of Meetings of Stockholders.
Not less than ten days' and not more than ninety days'
written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the
purpose of any special meeting), shall be given by the
Secretary to each stockholder entitled to vote thereat and
to each other stockholder entitled to notice of the meeting
by leaving the same with such stockholder or at such
stockholder's residence or usual place of business or by
mailing it, postage prepaid, and addressed to such
stockholder at such stockholder's address as it appears
upon the books of the Corporation or by any other means
permitted by Maryland law. If mailed, notice shall be
deemed to be given when deposited in the mail addressed
to the stockholder as aforesaid.
       No notice of the time, place or purpose of any
meeting of stockholders need be given to any stockholder
who attends in person or by proxy or to any stockholder
who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives
such notice.

       Section 1.5. Record Dates. The Board of
Directors may fix, in advance, a record date for the
determination of stockholders entitled to notice of or to
vote at any stockholders meeting or to receive a dividend
or be allotted rights or for the purpose of any other proper
determination with respect to stockholders and only
stockholders of record on such date shall be entitled to
notice of and to vote at such meeting or to receive such
dividends or rights or otherwise, as the case may be;
provided, however, that such record date shall not be prior
to ninety days preceding the date of any such meeting of
stockholders, dividend payment date, date for the
allotment of rights or other such action requiring the
determination of a record date; and further provided that
such record date shall not be prior to the close of business
on the day the record date is fixed, that the transfer books
shall not be closed for a period longer than 20 days, and
that in the case of a meeting of stockholders, the record
date or the closing of the transfer books shall not be less
than ten days prior to the date fixed for such meeting.
       Section 1.6. Quorum; Adjournment of Meetings.
The presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast
thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided in the Charter
of the Corporation (the "Charter"). If, however, such
quorum shall not be present or represented at any meeting
of the stockholders, the chairman of the meeting, an
officer of the Corporation or the holders of a majority of
the stock present in person or by proxy shall have power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the
requisite amount of stock entitled to vote at such meeting
shall be present, to a date not more than 120 days after the
original record date. At such adjourned meeting at which
a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as
originally notified. The chairman of the meeting, an
officer of the Corporation or the holders of a majority of
the stock present in person or by proxy shall also have the
power to adjourn the meeting from time to time if the vote
required to approve or reject any proposal described in the
original notice of such meeting is not obtained, without
notice other than announcement at the meeting, to a date
not more than 120 days after the original record date (with
proxies being voted for or against adjournment consistent
with the votes for and against the proposal for which the
required vote has not been obtained).
       The stockholders present either in person or by
proxy, at a meeting which has been duly called and
convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
       Section 1.7. Voting and Inspectors. Unless
otherwise provided in the Charter (including the articles
supplementary for any class or series which may be
classified or reclassified), at all meetings, stockholders
of record entitled to vote thereat shall have one vote for
each share of capital stock standing in such
stockholder's name on the books of the Corporation (and
such stockholders of record holding fractional shares, if
any, shall have proportionate voting rights) on the date
for the determination of stockholders entitled to vote at
such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or
his duly authorized attorney.
       All elections shall be had and all questions and
other matters shall be decided by a majority of the votes
cast at a duly constituted meeting, except as otherwise
provided by statute or by the Charter or by these
Bylaws.
       At any election of directors, the chairman of the
meeting may, and upon the request of the holders of ten
percent (10%) of the stock entitled to vote at such
election shall, appoint two inspectors of election who
shall first subscribe an oath or affirmation to execute
faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their
ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office
of director shall be appointed such Inspector.

      Section 1.8. Conduct of Stockholders' Meetings.
The meetings of the stockholders shall be presided over
by the Chairman of the Board, or if he is not present, by
the President, or if he is not present, by a Vice-
President, or if none of them is present, by a Chairman
to be elected at the meeting. The Secretary of the
Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant
Secretary is present, then the meeting shall elect its
Secretary. The order of business and all other matters of
procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. The
chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in
the discretion of such chairman, are appropriate for the
proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for
the commencement of the meeting; (b) limiting
attendance at the meeting to stockholders of record of
the Corporation, their duly authorized proxies and other
such individuals as the chairman of the meeting may
determine; (c) limiting participation at the meeting on
any matter to stockholders of record of the Corporation
entitled to vote on such matter, their duly authorized
proxies and other such individuals as the chairman of
the meeting may determine; (d) limiting the time
allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f)
removing any stockholder or any other individual who
refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting;
and (g) recessing or adjourning the meeting to a later
date and time and place announced at the meeting.
Unless otherwise determined by the chairman of the
meeting, meetings of stockholders shall not be required
to be held in accordance with the rules of parliamentary
procedure.
      Section 1.9. Concerning Validity of Proxies,
Ballots, etc. A stockholder may cast the votes entitled to
be cast by the shares of stock owned by such stockholder
in person or by proxy executed by the stockholder or by
the stockholder's duly authorized agent in any manner
permitted by law. Such proxy or evidence of
authorization of such proxy shall be filed with the
Secretary of the Corporation before or at the time of the
meeting. At every meeting of the stockholders, all
proxies shall be received and taken in charge of and all
ballots shall be received and canvassed by the Secretary
of the meeting, who shall decide all questions touching
the qualification of voters, the validity of the proxies and
the acceptance or rejection of votes, unless inspectors of
election shall have been appointed by the chairman of the
meeting, in which event such inspectors of election shall
decide all such questions. Unless a proxy provides
otherwise, it is not valid for more than eleven months
after its date.
      Section 1.10. Action Without Meeting. Any
action to be taken by stockholders may be taken
without a meeting if (1) all stockholders entitled to vote
on the matter consent to the action in writing, (2) all
stockholders entitled to notice of the meeting but not
entitled to vote at it sign a written waiver of any right to
dissent and (3) said consents and waivers are filed with
the records of the meetings of stockholders. Such
consent shall be treated for all purposes as a vote at the
meeting.
      Section 1.11. Advance Notice of Stockholder
Nominees for Director and Other Stockholder
Proposals.
      (a)	The matters to be considered and
brought before any annual or special meeting of
stockholders of the Corporation shall be limited to only
such matters, including the nomination and election of
directors, as shall be brought properly before such
meeting in compliance with the procedures set forth in
this Section 1.11.
      (b)	For any matter to be properly before any
annual meeting of stockholders, the matter must be (i)
specified in the notice of annual meeting given by or at
the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction
of the Board of Directors or (iii) brought before the
annual meeting in the manner specified in this Section
1.11 by a stockholder of record both at the time of the
giving of notice provided for in this Section 1.11 and at
the time of the meeting, or a stockholder (a "Nominee
Holder") that holds voting securities entitled to vote at
meetings of stockholders through a nominee or "street
name" holder of record and can demonstrate to the
Corporation such indirect ownership and such Nominee
Holder's entitlement to vote such securities, and is a
Nominee Holder at both the time of the giving of notice
provided for in this Section 1.11 and at the time of the
meeting. In addition to any other requirements under
applicable law and the Charter and Bylaws of the
Corporation, persons nominated by stockholders for
election as directors of the Corporation and any other
proposals by stockholders shall be properly brought
before the meeting only if notice of any such matter to
be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be
delivered to the Secretary of the Corporation at the
principal executive office of the Corporation not less
than 60 nor more than 90 days prior to the first
anniversary date of the annual meeting for the preceding
year; provided, however, that, if and only if the annual
meeting is not scheduled to be held within a period that
commences 30 days before such anniversary date and
ends 30 days after such anniversary date (an annual
meeting date outside such period being referred to herein
as an "Other Annual Meeting Date"), such Stockholder
Notice shall be given in the manner provided herein by
the later of the close of business on (i) the date 60 days
prior to such Other Annual Meeting Date or (ii) the 10th
day following the date such Other Annual Meeting Date
is first publicly announced or disclosed. Any stockholder
desiring to nominate any person or persons (as the case
may be) for election as a director or directors of the
Corporation shall deliver, as part of such Stockholder
Notice: (i) a statement in writing setting forth (A) the
name of the person or persons to be nominated, (B) the
number and class of all shares of each class of stock of
the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by
such nominee(s), (C) the information regarding each
such person required by paragraph (b) of Item 22 of Rule
14a-101 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), adopted by the
Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule
subsequently adopted by the Securities and Exchange
Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an
"interested person" of the Corporation (as defined in the
Investment Company Act of 1940, as amended), and, if
not an "interested person", information regarding each
nominee that will be sufficient for the Corporation to
make such determination, and (E) the number and class
of all shares of each class of stock of the Corporation
owned of record and beneficially by such stockholder;
(ii) each such person's signed consent to serve as a
director of the Corporation if elected, such stockholder's
name and address; and (iii) in the case of a Nominee
Holder, evidence establishing such Nominee Holder's
indirect ownership of, and entitlement to vote, securities
at the meeting of stockholders. Any stockholder who
gives a Stockholder Notice of any matter proposed to be
brought before the meeting (not involving nominees for
director) shall deliver, as part of such Stockholder
Notice, the text of the proposal to be presented and a
brief written statement of the reasons why such
stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class
of all shares of each class of stock of the Corporation
owned of record and beneficially by such stockholder,
if applicable, any material interest of such stockholder
in the matter proposed (other than as a stockholder)
and, in the case of a Nominee Holder, evidence
establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of
stockholders. As used herein, shares "beneficially
owned" shall mean all shares which such person is
deemed to beneficially own pursuant to Rules 13d-3
and 13d-5 under the Exchange Act.
       Notwithstanding anything in this Section 1.11 to
the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation
is increased and either all of the nominees for director or
the size of the increased Board of Directors are not
publicly announced or disclosed by the Corporation at
least 70 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice
shall also be considered timely hereunder, but only with
respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary of
the Corporation at the principal executive office of the
Corporation not later than the close of business on the
10th day following the first date all of such nominees or
the size of the increased Board of Directors shall have
been publicly announced or disclosed.
       (c)	Only such matters shall be conducted at
a special meeting of stockholders as shall have been
brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may
be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) provided that
the Board of Directors has determined that directors
shall be elected at such special meeting, by any
stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for
in this Section 1.11 and at the time of the special
meeting, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this
Section 1.11, or a Nominee Holder that holds voting
securities entitled to vote at meetings of stockholders
through a nominee or "street name" holder of record
and can demonstrate to the Corporation such indirect
ownership and such Nominee Holder's entitlement to
vote such securities, and is a Nominee Holder both at
the time of giving of notice provided for in this Section
1.11 and at the time of the Special Meeting, and who is
entitled to vote at the meeting and has complied with
the notice procedures set forth in this Section 1.11. In
the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder
may nominate a person or persons (as the case may be),
for election to such position(s) as specified in the
Corporation's notice of meeting, if the Stockholder
Notice required by clause (h) of this Section 1.11 hereof
shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not
later than the close of business on the 10th day
following the day on which the date of the special
meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting is publicly
announced or disclosed.
       (d)	For purposes of this Section 1.11, a
matter shall be deemed to have been "publicly
announced or disclosed" if such matter is disclosed in a
press release reported by the Dow Jones News Service,
Associated Press or comparable national news service
or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.

       (e)	In no event shall the adjournment of
an annual or special meeting, or any announcement
thereof, commence a new period for the giving of
notice as provided in this Section 1.11. This Section
1.11 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act.

      (f) 	The person presiding at any meeting of
stockholders, in addition to making any other
determinations that may be appropriate to the conduct
of the meeting, shall have the power and duty to
determine whether notice of nominees and other
matters proposed to be brought before a meeting has
been duly given in the manner provided in this Section
1.11 and, if not so given, shall direct and declare at the
meeting that such nominees and other matters shall not
be considered.
ARTICLE H
BOARD OF DIRECTORS
       Section 2.1. Function of Directors. The
business and affairs of the Corporation shall be
conducted and managed under the direction of its Board
of Directors. All powers of the Corporation shall be
exercised by or under authority of the Board of
Directors except as conferred on or reserved to the
stockholders by statute.
       Section 2.2. Number of Directors. At any
regular meeting or at any special meeting called for that
purpose, a majority of the entire Board of Directors
may establish, increase or decrease the number of
directors, provided that the number thereof shall never
be more than fifteen directors nor less than the
minimum number of directors required under Maryland
law. Directors need not be stockholders.
       Section 2.3. Classes of Directors. As permitted
by Article VI of the Charter and applicable law, the
directors shall be divided into three classes, designated
Class I, Class II and Class III. All classes shall be as
nearly equal in number as possible and the Board of
Directors shall designate from its members the directors
to initially serve as Class I directors, Class II directors
and Class III directors. The directors as initially
classified shall hold office for terms as follows: the
Class III directors shall hold office until the date of the
annual meeting of stockholders in 2007 or until their
successors shall be elected and qualified; the Class I
directors shall hold office until the date of the annual
meeting of stockholders in 2008 or until their successors
shall be elected and qualified; and the Class II directors
shall hold office until the date of the annual meeting of
stockholders in 2009 or until their successors shall be
elected and qualified. Upon expiration of the term of
office of each class as set forth above, the successors to
the directors in each such class shall be elected for a
term of three years to succeed the directors whose terms
of office expire. Each director shall hold office until the
expiration of his or her term and until his or her
successor shall have been elected and qualified, or until
his or her death, or until he or she shall have resigned, or
until he or she shall have been removed as provided by
statute or the Charter of the Corporation.
       Section 2.4. Vacancies. Except as may be
provided by the Board of Directors in setting the terms
of any class or series of preferred stock, any vacancy on
the Board of Directors may be filled only by a majority
of the remaining directors, even if the remaining
directors do not constitute a quorum. Any director
elected to fill a vacancy shall serve for the remainder
of the full term of the class in which the vacancy
occurred and until a successor is elected and
qualifies.
       Section 2.5. Place of Meeting. The Directors
may hold their meetings within or outside the State of
Maryland, at any office or offices of the Corporation or
at any other place as they may from time to time
determine.
       Section 2.6. Regular Meetings. Regular
meetings of the Board of Directors shall be held at such
time and on such notice as the Directors may from time
to time determine.
       The annual meeting of the Board of Directors
shall be held as soon as practicable after the annual
meeting of the stockholders for the election of
Directors.
       Section 2.7. Special Meetings. Special meetings
of the Board of Directors may be held from time to time
upon call of the Chairman of the Board, the President,
the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or
mailed to each Director not less than one day before
such meeting.
       Section 2.8. Notices. Unless required by
statute or otherwise determined by resolution of the
Board of Directors in accordance with these Bylaws,
notices to Directors need not be in writing and need
not state the business to be transacted at or the
purpose of any meeting and may be given not less
than twenty-four (24) hours in advance of the
meeting, and no notice need be given to any Director
who is present in person or to any Director who, in
writing executed and filed with the records of the
meeting either before or after the holding thereof,
waives such notice. Waivers of notice need not state
the purpose or purposes of such meeting.
       Section 2.9. Quorum. One-third of the
directors then in office shall constitute a quorum for
the transaction of business, provided that if there is
more than one director, a quorum shall in no case be
less than two directors. If at any meeting of the Board
there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time
to time until a quorum shall have been obtained. The
act of the majority of the directors present at any
meeting at which there is a quorum shall be the act of
the Directors, except as may be otherwise specifically
provided by statute or by the Charter or by these
Bylaws.
       Section 2.10. Executive Committee. The
Board of Directors may appoint from the Directors an
Executive Committee to consist of such number of
directors (which may be one or more) as the Board
may from time to time determine. The Chairman of
the Committee shall be elected by the Board of
Directors. The Board of Directors shall have power at
any time to change the members of such Committee
and may fill vacancies in the Committee by election
from the directors. When the Board of Directors is not
in session, to the extent permitted by law, the
Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the
management and conduct of the business and affairs of
the Corporation. The Executive Committee may fix its
own rules of procedure, and may meet when and as
provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority
shall be necessary to constitute a quorum. During the
absence of a member of the Executive Committee, the
remaining members may appoint a member of the
Board of Directors to act in his place.
       Section 2.11. Other Committees. The Board
of Directors may appoint from the directors other
committees which shall in each case consist of such
number of directors (which may be one or more) and,
to the extent permitted by law, shall have and may
exercise such powers as the Board may determine in
the resolution appointing them. A majority of all the
members of any such committee may determine its
action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at
any time to change the members and powers of any
such committee, to fill vacancies and to discharge
any such committee.
       Section 2.12. Telephone Meetings. Members of
the Board of Directors or a committee of the Board of
Directors may participate in a meeting by means of a
conference telephone or similar communications
equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a
meeting by these means, subject to the provisions of the
Investment Company Act of 1940, as amended,
constitutes presence in person at the meeting.
       Section 2.13. Action Without a Meeting. Any
action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may
be taken without a meeting, if a unanimous consent
which sets forth such action is given in writing or by
electronic transmission by each member of the Board or
of such committee, as the case may be, and such
consent is filed with the minutes of the proceedings of
the Board or such committee.
       Section 2.14. Compensation of Directors. No
director shall receive any stated salary or fees from
the Corporation for his services as such if such
director is, otherwise than by reason of being such
Director, an interested person (as such term is defined
by the Investment Company Act of 1940, as
amended) of the Corporation or of its investment
manager or principal underwriter. Except as provided
in the preceding sentence, directors shall be entitled
to receive such compensation from the Corporation
for their services as may from time to time be voted
by the Board of Directors.
      Section 2.15. Selection and Nomination of
Non-Interested Directors. Subject to approval by a
majority of the directors of the Corporation, the
directors of the Corporation who are not interested
persons of the Corporation (as that term is defined in
the Investment Company Act of 1940, as amended)
shall select and nominate the directors of the
Corporation who are not interested persons of the
Corporation.
ARTICLE III
OFFICERS
       Section 3.1. Executive Officers. The
executive officers of the Corporation shall be chosen
by the Board of Directors. These may include a
Chairman of the Board of Directors (who shall be a
Director) and shall include a President, a Secretary
and a Treasurer. The Board of Directors or the
Executive Committee may also in its discretion
appoint one or more Vice-Presidents, Assistant
Secretaries, Assistant Treasurers and other officers,
agents and employees, who shall have such authority
and perform such duties as the Board of Directors or the
Executive Committee may determine. The Board of
Directors may fill any vacancy which may occur in any
office. Any two offices, except those of President and
Vice-President, may be held by the same person, but no
officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such
instrument is required by law or these Bylaws to be
executed, acknowledged or verified by two or more
officers.
       Section 3.2. Term of Office. The term of
office of all officers shall be one year and until their
respective successors are chosen and qualified. Any
officer may be removed from office at any time with
or without cause by the vote of a majority of the
whole Board of Directors. Any officer may resign his
office at any time by delivering a written resignation
to the Corporation and, unless otherwise specified
therein, such resignation shall take effect upon
delivery.
       Section 3.3. Powers and Duties. The officers of
the Corporation shall have such powers and duties as
shall be stated in a resolution of the Board of Directors,
or the Executive Committee and, to the extent not so
stated, as generally pertain to their respective offices,
subject to the control of the Board of Directors and the
Executive Committee.
       Section 3.4. Surety Bonds. The Board of
Directors may require any officer or agent of the
Corporation to execute a bond (including, without
limitation, any bond required by the Investment
Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange
Commission) to the Corporation in such sum and with
such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility
for negligence and for the accounting of any of the
Corporation's property, funds or securities that may
come into his hands.
ARTICLE IV
CAPITAL STOCK
       Section 4.1. Certificates for Shares. Subject to
the authority of the Board of Directors to cause some or
all of the shares of any class or series of stock to be
issued without certificates, each stockholder of the
Corporation shall be entitled to a certificate or
certificates for the full number of shares of stock of the
Corporation owned by him in such form as the Board
may from time to time prescribe.
       Section 4.2. Transfer of Shares. Shares of the
Corporation shall be transferable on the books of the
Corporation by the holder thereof in person or by his
duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the
same number of shares, duly endorsed or accompanied
by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require; in the
case of shares not represented by certificates, the same
or similar requirements may be imposed by the Board
of Directors.
      Section 4.3. Stock Ledgers. The stock ledgers of
the Corporation, containing the names and addresses of
the stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a Transfer
Agent, at the offices of the Transfer Agent of the
Corporation.
       Section 4.4. Transfer Agents and Registrars.
The Board of Directors may from time to time appoint
or remove transfer agents and/or registrars of transfers
of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and
registrar. Upon any such appointment being made, all
certificates representing shares of capital stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars of transfers
or by both and shall not be valid unless so
countersigned. If the same person shall be both
transfer agent and registrar, only one counter signature
by such person shall be required.
       Section 4.5. Lost, Stolen or Destroyed
Certificates. The Board of Directors or the Executive
Committee or any officer or agent authorized by the
Board of Directors or Executive Committee may
determine the conditions upon which a new certificate
of stock of the Corporation of any class may be issued
in place of a certificate which is alleged to have been
lost, stolen or destroyed; and may, in its discretion,
require the owner of such certificate or such owner's
legal representative to give bond, with sufficient
surety, to the Corporation and each Transfer Agent, if
any, to indemnify it and each such Transfer Agent
against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of
the one so lost, stolen or destroyed.
ARTICLE V
CORPORATE SEAL; LOCATION OF OFFICES;
BOOKS; NET ASSET VALUE
       Section 5.1. Corporate Seal. The Board of
Directors may provide for a suitable corporate seal, in
such form and bearing such inscriptions as it may
determine. Any officer or director shall have the
authority to affix the corporate seal. If the
Corporation is required to place its corporate seal to a
document, it shall be sufficient to place the word
"(seal)" adjacent to the signature of the authorized
officer of the Corporation signing the document.
       Section 5.2. Location of Offices. The
Corporation shall have a principal office in the State of
Maryland. The Corporation may, in addition, establish
and maintain such other offices as the Board of
Directors or any officer may, from time to time,
determine.
       Section 5.3. Books and Records. The books and
records of the Corporation shall be kept at the places,
within or without the State of Maryland, as the directors
or any officer may determine; provided, however, that
the original or a certified copy of the Bylaws, including
any amendments to them, shall be kept at the
Corporation's principal executive office.
       Section 5.4. Annual Statement of Affairs. The
President or any other executive officer of the
Corporation shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a
balance sheet and a financial statement of operations
for the preceding fiscal year. The statement of affairs
should be submitted at the annual meeting of
stockholders and, within 20 days of the meeting,
placed on file at the Corporation's principal office.

       Section 5.5. Net Asset Value. The value of the
Corporation's net assets shall be determined at such
times and by such method as shall be established from
time to time by the Board of Directors.
ARTICLE VI
FISCAL YEAR AND ACCOUNTANT
       Section 6.1. Fiscal Year. The fiscal year of the
Corporation, unless otherwise fixed by resolution of the
Board of Directors, shall begin on the first day of
January and shall end on the last day of December in
each year.
       Section 6.2. Accountant. The Corporation shall
employ an independent public accountant or a firm of
independent public accountants as its Accountant to
examine the accounts of the Corporation and to sign
and certify financial statements filed by the
Corporation. The employment of the Accountant shall
be conditioned upon the right of the Corporation to
terminate the employment forthwith without any
penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that
purpose.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
       Section 7.1. General. The Corporation shall
indemnify, and, without requiring a preliminary
determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable
expenses in advance of final disposition of a proceeding
to, directors or officers of the Corporation against
judgments, penalties, fines, settlements and expenses to
the fullest extent authorized and in the manner
permitted, by applicable federal and state law.
       Section 7.2. Indemnification of Directors and
Officers. The Corporation shall indemnify to the fullest
extent permitted by law (including the Investment
Company Act of 1940, as amended) as currently in
effect or as the same may hereafter be amended, any
person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact
that such person or such person's testator or intestate
is or was a director or officer of the Corporation or,
while a director or officer of the Corporation, serves or
served at the request of the Corporation any other
enterprise as a director, officer, trustee, employee or
agent. To the fullest extent permitted by law
(including the Investment Company Act of 1940, as
amended) as currently in effect or as the same may
hereafter be amended, expenses incurred by any such
person in defending any such action, suit or
proceeding shall be paid or reimbursed in advance of
final disposition of a proceeding (without requiring a
preliminary determination of the ultimate entitlement
to indemnification) by the Corporation promptly upon
receipt by it of (i) a written undertaking by or on
behalf of such person to repay such expenses if it shall
ultimately be determined that such person is not
entitled to be indemnified by the Corporation and (ii) a
written affirmation by the person of the person's good
faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met. The
Corporation shall have the power, with the approval of
the Board of Directors, to provide indemnification and
advancement of expenses to any employee or agent of
the Corporation. The rights provided to any person by
this Article VII shall be enforceable against the
Corporation 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.
No amendment of this Article VII shall impair the
rights of any person arising at any time with respect to
events occurring prior to such amendment. For
purposes of this Article VII, the term "Corporation"
shall include any predecessor of the Corporation and
any constituent corporation (including any constituent
of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprises"
shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the request of
the Corporation" shall include service as a director,
officer, trustee, employee or agent of the Corporation
which imposes duties on, or involves services by, such
person with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed
on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and
action by a person with respect to any employee benefit
plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the
best interests of the Corporation.
       Section 7.3. Insurance. Subject to the provisions
of the Investment Company Act of 1940, as amended,
the Corporation, directly, through third parties or through
affiliates of the Corporation, may purchase, or provide
through a trust fund, letter of credit or surety bond
insurance on behalf of any person who is or was a
director or officer of the Corporation, or who, while a
Director or officer of the Corporation, is or was serving
at the request of the Corporation as a Director or officer,
trustee or agent of another foreign or domestic
corporation, partnership joint venture, trust or other
enterprise against any liability asserted against and
incurred by such person in any such capacity or arising
out of such person's position, whether or not the
Corporation would have the power to indemnify such
person against such liability.
ARTICLE VIII
CUSTODIAN
       The Corporation shall have as custodian or
custodians one or more trust companies or banks of
good standing, foreign or domestic, as may be
designated by the Board of Directors, subject to the
provisions of the Investment Company Act of 1940, as
amended, and other applicable laws and regulations;
and the funds and securities held by the Corporation
shall be kept in the custody of one or more such
custodians, provided such custodian or custodians can
be found ready and willing to act, and further provided
that the Corporation and/or the Custodians may employ
such subcustodians as the Board of Directors may
approve and as shall be permitted by law.

ARTICLE IX
AMENDMENT OF BYLAWS
       The Bylaws of the Corporation may be altered,
amended, added to or repealed only by majority vote of
the entire Board of Directors.
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