(AS OF NOVEMBER 8, 2005)

AMENDED AND RESTATED BY-LAWS
OF

THE INDIA FUND, INC.
A Maryland Corporation
ARTICLE I

OFFICES
            SECTION 1.    Principal Office in Maryland.  The India
Fund, Inc. (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

STOCKHOLDERS
            SECTION 1.    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, 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 from time to time (the "Charter"), or
these By-Laws.
            SECTION 2.   Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Charter, may be
held at any place within the United States, and may be called at
any time by the Board of Directors or by the Chairman or the
President, and, subject to procedures set forth in Section 4 and
this Section, shall be called by the Secretary (or in his
absence, an Assistant Secretary) at the request in writing of
stockholders entitled to cast at least 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 3.    Notice of Meetings.  Written or printed
notice of the purpose or purposes and of the time and place of
every meeting of the stockholders shall be given by the
Secretary of the Corporation to each stockholder of record
entitled to vote at or to notice of the meeting, by placing the
notice in the mail at least ten (10) days, but not more than
ninety (90) days, prior to the date designated for the meeting
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.    Notice of Stockholder Business.
            (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 4(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 4(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, (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, 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 4(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 4(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 4.  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 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.
            (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 4 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 4.  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 4, 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 5.   Quorum; Voting.  Except as otherwise
provided by statute or by the Corporation's Charter, the
presence in person or by proxy of stockholders of the
Corporation entitled to cast at least a majority of the votes
entitled to be cast shall constitute a quorum at each meeting of
the stockholders.  A majority of the votes cast at a meeting at
which a quorum is present is sufficient to approve any matter
which properly comes before the meeting, except that a plurality
of the votes cast at a meeting at which a quorum is present
shall be sufficient to elect directors.  In the absence of a
quorum, the stockholders present in person or by proxy at the
meeting, by majority vote and without notice other than by
announcement at the meeting, may adjourn the meeting from time
to time as provided in this Section 5 until a quorum shall
attend.  The stockholders present at any duly organized meeting
may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a
quorum.
            SECTION 6.   Adjournment.  Any meeting of the
stockholders may be adjourned from time to time, without notice
other than by announcement at the meeting at which the
adjournment is taken.  At any adjourned meeting at which a
quorum shall be 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 to a date more than one
hundred twenty (120) days after the original record date.
            SECTION 7.   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 8.   Order of Business.  The order of business at
all meetings of the stockholders shall be as determined by the
chairman of the meeting.
            SECTION 9.   Proxies.  A stockholder may vote the stock
he owns of record either in person or by written proxy signed by
the stockholder or by his duly authorized agent.  Stockholders
may authorize others to act as proxies by means of facsimile
signatures, electronic transmissions, internet transmissions,
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.  No proxy shall be
valid after the expiration of eleven (11) months from the date
thereof, unless otherwise provided in the proxy.  Every proxy
shall be revocable at the pleasure of the stockholder executing
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 10.   Fixing of Record Date for Determining
Stockholders Entitled to Vote at Meeting.  The Board of
Directors shall set a record date for the purpose of determining
stockholders entitled to vote at any meeting of the
stockholders.  The record date for a particular meeting shall be
not more than ninety (90) nor fewer than ten (10) days before
the date of the meeting.  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 11.   Inspectors.  The Board of Directors may, in
advance of any meeting of stockholders, appoint one (1) or more
inspectors to act at the meeting or at any adjournment of the
meeting.  If the inspectors shall not be so appointed or if any
of them shall fail to appear or act, the chairman of the meeting
may appoint inspectors.  Each inspector, before entering upon
the discharge of his duties, shall, if required by the chairman
of the meeting, take and sign an oath to execute faithfully the
duties of inspector at the meeting with strict impartiality and
according to the best of his ability.  The inspectors, if
appointed, shall determine the number of shares outstanding and
the voting power of each share, the number of shares represented
at the meeting, the existence of a quorum and 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 those acts as
are proper to conduct the election or vote with fairness to all
stockholders.  On request of the chairman of the meeting or any
stockholder entitled to vote at the meeting, the inspectors
shall make a report in writing of any challenge, request or
matter determined by them and shall execute a certificate of any
fact found by 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 12.   Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Corporation's
Charter, any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if the
following are filed with the records of stockholders' meetings:
(a) a unanimous written consent that sets forth the action and
is signed by each stockholder entitled to vote on the matter and
(b) a written waiver of any right to dissent signed by each
stockholder entitled to notice of the meeting but not entitled
to vote at the meeting.
ARTICLE III

BOARD OF DIRECTORS
            SECTION 1.   General Powers.  Except as otherwise
provided in the Corporation's Charter, the business and affairs
of the Corporation shall be managed under the direction of the
Board of Directors.  All powers of the Corporation may be
exercised by or under authority of the Board of Directors except
as conferred on or reserved to the stockholders by law, by the
Corporation's Charter or by these By-Laws.
            SECTION 2.   Number, Election and Term of Directors.  The
number of directors constituting the entire Board of Directors
(which initially was fixed at one (1) Corporation's Charter) may
be changed from time to time by a majority of the entire Board
of Directors; provided, however, that the number of directors
shall in no event be fewer than that required by law, nor more
than twelve (12).  Beginning with the first annual meeting of
stockholders of the Corporation 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 their election.  The directors shall
be elected at the annual meeting of the stockholders, except as
provided in Section 5 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 vacancy created by
an increase in directors may be filled in accordance with
Section 5 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.
            SECTION 3.   Chairman of the Board of Directors.  The
Board of Directors may elect a Director as a Chairman of the
Board.  The Chairman, if one is elected, or his or her delegate,
shall preside at all meetings of the Board of Directors and of
the stockholders at which he or she is present.  The Chairman
shall perform such duties and have such powers as are assigned
by the Board of Directors.  The Chairman shall not be an officer
of the Corporation for any purposes.  The Chairman shall have no
greater liability as a result of serving as Chairman.
            SECTION 4.   Resignation.  A director of the Corporation
may resign at any time by giving written notice of his
resignation to the Board of Directors or the Chairman of the
Board or the President or the Secretary of the Corporation.  Any
resignation shall take effect at the time specified in it or,
should the time when it is to become effective not be specified
in it, immediately upon its receipt.  Acceptance of a
resignation shall not be necessary to make it effective unless
the resignation states otherwise.
            SECTION 5.   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 6.   Vacancies.  Subject to the provisions of the
Investment Company Act of 1940 (the "1940 Act"), any vacancies
in the Board of Directors, whether arising from death,
resignation, removal or any other cause except an increase in
the number of directors, shall be filled by a vote of the
majority of the remaining Directors whether or not sufficient to
constitute a quorum.  A majority of the entire Board may fill a
vacancy that results from an increase in the number of
directors.  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 sole remaining
director elected by that class may fill any vacancy among the
number of directors elected by that class.  Any director
appointed by the Board of Directors to fill a vacancy shall hold
office only until the next annual meeting of stockholders of the
Corporation and until a successor has been 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 7.   Place of Meetings.  Meetings of the Board
may be held at any place that the Board of Directors may from
time to time determine or that is specified in the notice of the
meeting.
            SECTION 8.   Regular Meetings.  Regular meetings of the
Board of Directors may be held without notice at the time and
place determined by the Board of Directors.
            SECTION 9.   Special Meetings.  Special meetings of the
Board of Directors may be called by two (2) or more directors of
the Corporation or by the Chairman of the Board or the
President.
            SECTION 10.   Annual Meeting.  The annual meeting of the
newly elected and other directors shall be the first meeting
after the meeting of the stockholders at which the newly elected
directors were elected.  No notice of such annual meeting shall
be necessary if such meeting is held immediately after the
adjournment, and at the site, of the meeting of stockholders.
If not so held, notice shall be given as hereinafter provided
for special meetings of the Board of Directors.
            SECTION 11.   Notice of Special Meetings.  Notice of each
special meeting of the Board of Directors shall be given by the
Secretary as hereinafter provided.  Each notice shall state the
time and place of the meeting and shall be delivered to each
director, either personally or by telephone or other standard
form of telecommunication, at least twenty-four (24) hours
before the time at which the meeting is to be held, or by first-
class mail, postage prepaid, addressed to the director at his
residence or usual place of business, and mailed at least three
(3) days before the day on which the meeting is to be held.
            SECTION 12.   Waiver of Notice of Meetings.  Notice of any
special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of
notice that is filed with the records of the meeting or who
shall attend the meeting.
            SECTION 13.   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.
            SECTION 14.   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 15.   Committees.  The Board of Directors may
designate one (1) or more committees of the Board of Directors,
including an executive committee, each consisting of one (1) or
more directors.  To the extent provided in the resolutions
adopted by the Board of Directors, and permitted by law, the
committee or committees shall have and may exercise the powers
of the Board of Directors in the management of the business and
affairs of the Corporation.  Any committee or committees shall
have the name or names determined from time to time by
resolution adopted by the Board of Directors.  Each committee
shall keep regular minutes of its meetings and provide those
minutes to the Board of Directors when required.  The members of
a committee present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the place
of an absent member.
            SECTION 16.   Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the 1940 Act, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee of the Board may be taken without
a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of the Board or
committee.
            SECTION 17.   Telephone Conference.  Members of the Board
of Directors or any committee of the Board may participate in
any Board or committee meeting 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.  Participation by such means shall constitute
presence in person at the meeting, provided, however, that such
participation shall not constitute presence in person with
respect to matters which the 1940 Act, and the rules thereunder
require the approval of directors by vote cast in person at a
meeting.
            SECTION 18.   Compensation.  Each director shall be
entitled to receive compensation, if any, as may from time to
time be fixed by the Board of Directors, including a fee for
each meeting of the Board or any committee thereof, regular or
special, he attends.  Directors may also be reimbursed by the
Corporation for all reasonable expenses incurred in traveling to
and from the place of a Board or committee meeting.
ARTICLE IV

OFFICERS, AGENTS AND EMPLOYEES
            SECTION 1.   Number and Qualifications.  The officers of
the Corporation shall be a President, a Secretary, a Treasurer,
and an Assistant Secretary, each of whom shall be elected by the
Board of Directors.  The Board of Directors may elect or appoint
one (1) or more Vice Presidents and may also appoint any other
officers, assistant officers, agents and employees it deems
necessary or proper.  Any two (2) or more offices may be held by
the same person, except the offices of President and Vice
President, but no officer shall execute, acknowledge or verify
in more than one (1) capacity any instrument required by law to
be executed, acknowledged or verified by more than one officer.
Officers shall be elected by the Board of Directors each year at
its first meeting held after the annual meeting of stockholders,
each to hold office until the meeting of the Board following the
next annual meeting of the stockholders and until his successor
shall have been duly 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.  The Board of Directors may from
time to time elect such officers (including one or more
Assistant Vice Presidents, one or more Assistant Treasurers and
one or more Assistant Secretaries) and may appoint, or delegate
to the President the power to appoint, such agents as may be
necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such duties and shall
hold their offices for such terms as may be prescribed by the
Board or by the appointing authority.
            SECTION 2.    Resignations.  Any officer of the
Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the Chairman of the
Board, the President or the Secretary.  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.
            SECTION 3.   Removal of Officer, Agent or Employee.  Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors with or without cause at any time, and
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.
            SECTION 4.   Vacancies.  A vacancy in any office, whether
arising from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the office
that shall be vacant, in the manner prescribed in these By-Laws
for the regular election or appointment to the office.
            SECTION 5.   Compensation.  The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer with
respect to other officers under his control.
            SECTION 6.   Bonds or Other Security.  If required by the
Board, any officer, agent or employee of the Corporation shall
give a bond or other security for the faithful performance of
his duties, in an amount and with any surety or sureties as the
Board may require.
            SECTION 7.   President.  The President shall be the chief
executive officer of the Corporation and principle executive
officer for purposes of filings with the Securities and Exchange
Commission.  The President shall, in the absence of the Chairman
of the Board of Directors, preside at all meetings of the
stockholders and directors.  He shall sign and execute all
instruments required to be signed and executed by the President
of the Corporation.  He shall also have such other duties and
responsibilities as shall be assigned to him by the Chairman or
the Board of Directors.
            SECTION 8.   Vice President.  Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the Chairman of the Board may from time to time
prescribe.
            SECTION 9.   Treasurer.  Subject to the provisions of any
contract that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the Treasurer shall
have charge of all receipts and disbursements of the Corporation
and shall have or provide for the custody of the Corporation's
funds and securities; he shall have full authority to receive
and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts, and warrants, in its
name and on its behalf and to give full discharge for the same;
he shall deposit all funds of the Corporation, except those that
may be required for current use, in such banks or other places
of deposit as the Board of Directors may from time to time
designate; and, in general, he shall perform all duties incident
to the office of Treasurer and such other duties as may from
time to time be assigned to him by the Board of Directors or the
Chairman of the Board.
            SECTION 10.   Assistant Treasurers.  The Assistant
Treasurers in the order of their seniority, unless otherwise
determined by the Chairman of the Board 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 or the Board of Directors may from time to time
prescribe.
            SECTION 11.   Secretary.  The Secretary shall:
            (a)    keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the
Board of Directors, the committees of the Board and the
stockholders;
            (b)    see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law;
            (c)    be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal;
            (d)    see that the books, reports, statements,
certificates and other documents and records required by law to
be kept and filed are properly kept and filed; and
            (e)    in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time
may be assigned to him by the Board of Directors or the Chairman
of the Board.
            SECTION 12.   Assistant Secretaries.  The Assistant
Secretaries in the order of their seniority, unless otherwise
determined by the Chairman of the Board 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 President or the Board of Directors may from time to time
prescribe.
            SECTION 13.   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 V

STOCK
            SECTION 1.   Stock Certificates.  Unless otherwise
provided by the Board of Directors and permitted by law, each
holder of stock of the Corporation shall be entitled upon
specific written request to such person as may be designated by
the Corporation to have a certificate or certificates, in a form
approved by the Board, representing the number of shares of
stock of the Corporation owned by him; provided, however, that
certificates for fractional shares will not be delivered in any
case.  The certificates representing shares of stock shall be
signed by or in the name of the Corporation by the Chairman of
the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the seal of the
Corporation.  Any or all of the signatures or the seal on the
certificate may be facsimiles.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the same effect
as if the officer, transfer agent or registrar was still in
office at the date of issue.
            SECTION 2.   Stock Ledger.  There shall be maintained a
stock ledger containing the name and address of each stockholder
and the number of shares of stock of each class the shareholder
holds.  The stock ledger may be in written form or any other
form which can be converted within a reasonable time into
written form for visual inspection.  The original or a duplicate
of the stock ledger shall be kept at the principal office of the
Corporation or at any other office or agency specified by the
Board of Directors.
            SECTION 3.   Transfers of Shares.  Transfers of shares of
stock of the Corporation shall be made on the stock records of
the Corporation only by the registered holder of the shares, or
by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent
or transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  Except as otherwise provided by
law, the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of the share or
shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions and to vote
as the owner, and the Corporation shall not be bound to
recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person.
            SECTION 4.   Regulations.  The Board of Directors may
authorize the issuance of uncertificated securities if permitted
by law.  If stock certificates are issued, the Board of
Directors may make any additional rules and regulations, not
inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.  The Board may appoint,
or authorize any officer or officers to appoint, one or more
transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.
            SECTION 5.   Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock of
the Corporation shall immediately notify the Corporation of its
loss, destruction or mutilation and the Corporation may issue a
new certificate of stock in the place of any certificate issued
by it that has been alleged to have been lost or destroyed or
that shall have been mutilated.  The Board may, in its
discretion, require the owner (or his legal representative) of a
lost, destroyed or mutilated certificate to give to the
Corporation a bond in a sum, limited or unlimited, and in a form
and with any surety or sureties, as the Board in its absolute
discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss or destruction of any such certificate, or issuance of a
new certificate.  Anything herein to the contrary
notwithstanding, the Board of Directors, in its absolute
discretion, may refuse to issue any such new certificate, except
pursuant to legal proceedings under the laws of the State of
Maryland.
            SECTION 6.   Fixing of Record Date for Dividends,
Distributions, etc.  The Board may fix, in advance, a date not
more than ninety (90) days preceding the date fixed for the
payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of common stock or other securities, as the record date
for the determination of the stockholders entitled to receive
any such dividend, distribution, allotment, rights or interests,
and in such case only the stockholders of record at the time so
fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
ARTICLE VI

INDEMNIFICATION AND INSURANCE
            SECTION 1.    Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is
or was serving while a director or officer of the Corporation at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and
reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933, as amended
(the "1933 Act"), and the 1940 Act, as those statutes are now or
hereafter in force, except that such indemnity 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").  Any repeal or
modification of the 1933 Act, the 1940 Act or these By-Laws
shall not in any way diminish any rights to indemnification
hereunder except as required by law.
            SECTION 2.   Advances.  Any current or former director or
officer of the Corporation claiming indemnification within the
scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in the
manner and to the full extent permissible under the Maryland
General Corporation Law, the 1933 Act, and the 1940 Act, as
those statutes are now or hereafter in force; provided, however,
that 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, and provided further that
at least one of the following additional conditions is 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 1940 Act, nor
parties to the proceeding ("disinterested non-party directors"),
or independent legal counsel, in a written opinion, shall
determine, 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 current
or former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the Maryland General Corporation Law, the 1933 Act, and the
1940 Act, as those statutes are now or hereafter in force,
whether the standards required by this Article VI have been met;
provided, however, that 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, finding that
the person to be indemnified was not liable by reason of
disabling conduct or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
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.
            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, in accordance with the
procedures set forth in this Article VI to the extent
permissible under the Maryland General Corporation Law, the 1933
Act, and the 1940 Act, as those statutes are now or hereafter in
force, and to such further extent, consistent with the
foregoing, as may be provided by action of the Board of
Directors or by contract.
            SECTION 5.   Other Rights.  The indemnification provided
by this Article VI shall not be deemed exclusive of any other
right, with respect to indemnification or otherwise, to which
those seeking such indemnification may be entitled under any
insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a
director or officer of the Corporation in his official capacity
and as to action by such person in another capacity while
holding such office or position, and 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.
            SECTION 6.   Insurance.  The Corporation shall have the
power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of
the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, against any liability asserted against and
incurred by him in any such capacity, or arising out of his
status as such, provided that no insurance may be obtained by
the Corporation for liabilities against which it would not have
the power to indemnify him under this Article VI or applicable
law.
ARTICLE VII

SEAL
            The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland" and any
emblem or device approved by the Board of Directors.  The seal
may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced.  In lieu of affixing
the seal, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a corporate seal to place
the word "(seal)" adjacent to the signature of the person
authorized to sign the document on behalf of the Corporation.
ARTICLE VIII

AMENDMENTS
            These By-Laws may be amended by the Board of
Directors, subject to the requirements of the 1940 Act;
provided, however, that no amendment of these By-Laws shall
affect any right of any person under Article VI 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.

	6



071924-0012-02602-NY02.2484298.2
071924-0012-02602-NY02.2484298.2
071924-0012-02602-NY02.2484298.2