Exhibit 99.(b)

            MORGAN STANLEY EMERGING MARKETS DOMESTIC DEBT FUND, INC.

                           AMENDED AND RESTATED BYLAWS

                                   ARTICLE I
                                  Stockholders

     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 during the month of June of each year on such date and
at such hour 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 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 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


                                       2



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


                                       3



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


                                       4



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 (b) 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 II
                               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 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; 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; and the Class III directors shall hold office
until the date of the annual meeting of stockholders in 2010 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


                                       5



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


                                       6



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.


                                       7



     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


                                       8



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 November and shall end on the last day of October 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.


                                       9



                                  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.


                                       10



                                  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.


                                       11