Form N-CEN CENTRAL AND EASTERN EUROPE By: 31 oct.


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  X0404
  
    N-CEN
    
      LIVE
      
        
          0000860489
          XXXXXXXX
        
        811-06041
      
      
        true
        false
        false
      
      N-2
    
  
  
    
    
      CENTRAL & EASTERN EUROPE FUND, INC.
      811-06041
      0000860489
      549300TSXFIOF89ZI608
      875 Third Avenue
      NEW YORK
      10022-6225
      US-NY
      US
      212-454-4500
      
        
      
      
        
          DWS Investment Management Americas, Inc.
          100 Summer Street
          Boston
          
          02110-2146
          617-295-1000
          Book and records related to administrative services.
        
        
          DWS International GmbH
          Mainzer Landstrasse 11-17,
          Frankfurt am Main
          DE
          60329
          49-69-910-12371
          Book and records related to advisory services.
        
        
          Iron Mountain Incorporated
          12646 NW 115th  Avenue
          Medley
          
          33178-3179
          773-579-6210
          General books and records related to Registrant.
        
        
          DST Systems, Inc.
          333 West 11th Street
          Kansas City
          
          64105-1628
          816-435-8655
          Book and records related to sub-transfer agency services and shareholder services.
        
        
          BROWN BROTHERS HARRIMAN & CO.
          50 Post Office Square
          Boston
          
          02110-1543
          617-772-1818
          Book and records related to administration, custody, and accounting services.
        
        
          DWS investment Management Americas, Inc.
          5201 Gate Parkway
          Jacksonville
          
          32256-7284
          904-279-8300
          Book and records related to administrative services.
        
        
          DWS Investment Management Americas, Inc.
          875 Third Avenue
          New York
          
          10022-6225
          212-454-4500
          Book and records related to administrative services.
        
      
      N
      N
      
      N-2
      Y
      
        
          Dr. Christopher Pleister
          N/A
          N
          
            
            
          
        
        
          Ambassador Richard R. Burt
          N/A
          N
          
            
            
            
            
            
            
          
        
        
          Christian M. Zugel
          N/A
          N
          
            
            
          
        
        
          Dr. Holger Hatje
          N/A
          N
          
            
            
          
        
        
          Christian H. Strenger
          N/A
          Y
          
            
            
          
        
        
          Dr. Wolfgang Leoni
          N/A
          N
          
            
            
          
        
        
          Dr. Kenneth C. Froewiss
          N/A
          N
          
            
            
          
        
        
          Hepsen Uzcan
          N/A
          Y
          
            
            
          
        
        
          Walter C. Dostmann
          N/A
          N
          
            
            
          
        
      
      
        
          Scott D. Hogan
          N/A
          100 Summer Street
          Boston
          
          02110
          XXXXXX
          N
          
            
          
        
      
      
        
      
      N
      N
      N
      
      N
      
        
      
      N
      
        
          Ernst & Young LLP
          42
          N/A
          
        
      
      N
      N
      N
      N
      N
      N
      N
    
    
      
        Central and Eastern Europe Fund, Inc.
        549300TSXFIOF89ZI608
        N
        N/A
        Y
        N
        Y
        
          N
          N
        
        
          
            Brown Brothers Harriman & Co.
            5493006KMX1VFTPYPW14
            N
            
              
                
              
              N
            
          
        
        
          
        
        
          Revenue sharing split
        
        4636520.70000000
        16786.00000000
        
          Rule 12d1-1 (17 CFR 270.12d1-1)
          Rule 23c-1 (17 CFR 270.23c-1)
        
        N
        N
        N
        N
        
          
            DWS International GmbH
            801-20289
            000105075
            549300TPJCLC0OHGM008
            DE
            N
          
        
        
          
            DST Systems, Inc.
            84-00448
            21B7QCD05XOK0YTYOP98
            
            N
            Y
          
          
            DWS Service Company
            084-01713
            529900CQVDVATODQA941
            
            Y
            N
          
        
        N
        
          
            Bloomberg L.P.
            549300B56MD0ZC402L06
            
            N
          
          
            Refinitiv US LLC
            549300NF240HXJO7N01
            
            N
          
        
        N
        
          
            BNP PARIBAS SECURITIES SERVICES
            549300WCGB70D06XZS54
            BE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK ANONIM SIRKETI
            CWZ8NZDH5SKY12Q4US31
            TR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            UNICREDIT BANK HUNGARY ZRT
            Y28RT6GGYJ696PMW8T44
            HU
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BANCO BILBAO VIZCAYA ARGENTARIA SA
            K8MS7FD7N5Z2WQ51AZ71
            ES
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HSBC BANK PLC
            MP6I5ZYZBEU3UXPYFY54
            GB
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HSBC FRANCE, ATHENS BRANCH
            F0HUI1NY1AZMJMD8LP67
            GR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            AO CITIBANK FOR CITIBANK, N.A.
            CHSQDSVI1UI96Y2SW097
            RU
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BNP PARIBAS SECURITIES SERVICES, FRANKFURT BR
            549300WCGB70D06XZS54
            DE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK EUROPE PLC, ORGANIZACNI SLOZKA FOR CITIBANK N.A.
            N1FBEDJ5J41VKZLO2475
            CZ
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CITIBANK EUROPE PLC,DUBLIN-SUCURSALA ROMANIA FOR CITIBANK N.A.
            N1FBEDJ5J41VKZLO2475
            RO
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CACEIS BANK
            96950023SCR9X9F3L662
            FR
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BNP PARIBAS SECURITIES SERVICES
            549300WCGB70D06XZS54
            PT
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
            F3JS33DEI6XQ4ZBPTN86
            SE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BANK HANDLOWY W WARSZAWIE SA
            XLEZHWWOI4HFQDGL4793
            PL
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            UNICREDIT BANK AUSTRIA AG
            D1HEB8VEU6D9M8ZUXG17
            AT
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BNP PARIBAS SECURITIES SERVICES
            549300WCGB70D06XZS54
            NL
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            EUROCLEAR BANK SA NV
            549300OZ46BRLZ8Y6F65
            BE
            N
            Y
            Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7)
          
          
            SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), OSLO BRANCH
            F3JS33DEI6XQ4ZBPTN86
            NO
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), HELSINKI BRANCH
            F3JS33DEI6XQ4ZBPTN86
            FI
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            HSBC BANK PLC
            MP6I5ZYZBEU3UXPYFY54
            IE
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CREDIT SUISSE (SWITZERLAND) LTD.
            549300CWR0W0BCS9Q144
            CH
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), DANMARK BRANCH
            F3JS33DEI6XQ4ZBPTN86
            DK
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            BROWN BROTHERS HARRIMAN & CO.
            5493006KMX1VFTPYPW14
            
            N
            N
            Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
          
          
            BNP PARIBAS SECURITIES SERVICES, MILAN BRANCH
            549300WCGB70D06XZS54
            IT
            N
            Y
            Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
          
          
            CLEARSTREAM BANKING SA
            549300OL514RA0SXJJ44
            LU
            N
            Y
            Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7)
          
        
        Y
        
          
            DWS Service Company
            529900CQVDVATODQA941
            
            Y
            N
          
          
            DST SYSTEMS INC.
            21B7QCD05XOK0YTYOP98
            
            N
            Y
          
        
        N
        
          
            DWS INVESTMENT MANAGEMENT AMERICAS, INC.
            CZ83K4EEEX8QVCT3B128
            
            Y
            N
          
          
            BROWN BROTHERS HARRIMAN & CO.
            5493006KMX1VFTPYPW14
            
            N
            N
          
          
            DST SYSTEMS INC.
            21B7QCD05XOK0YTYOP98
            
            N
            N
          
        
        N
        

Deutsche Bank Aktiengesellschaft, Filiale Kalkutta N/A N/A 7LTWFZYICNSX8D621K86 IN 0

DEUTSCHE SECURITIES INC. N/A N/A 529900CK34A0NLD3NN83 JP 0

DWS Investments Hong Kong Limited N/A N/A 529900RX8DKTJ81MHL26 HK 0

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Deutsche Bank Aktiengesellschaft, Filiale Zurich N/A N/A 7LTWFZYICNSX8D621K86 CH 0

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DWS Investments Japan Limited N/A N/A 529900GOHDG5JKIJXT78 JP 0

Deutsche Bank Aktiengesellschaft, Filiale Stockholm N/A N/A 7LTWFZYICNSX8D621K86 SE 0

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Deutsche Bank Securities Inc., Miami Branch 008-17822 000002525 9J6MBOOO7BECTDTUZW19

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Deutsche Bank Securities Inc., Chicago Branch 008-17822 000002525 9J6MBOOO7BECTDTUZW19

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Deutsche Bank Aktiengesellschaft, Filiale Chennai N/A N/A 7LTWFZYICNSX8D621K86 IN 0

DWS Distributors, Inc., New York Branch 008-47765 000037306 5299007T18XBURKJ1V64

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DEUTSCHE SECURITIES KOREA CO. N/A N/A 529900J0N5FYROZOL786 KR 0

Deutsche Bank Aktiengesellschaft, Filiale Prag N/A N/A 7LTWFZYICNSX8D621K86 CZ 0

HGI (USA) INVESTMENTS LLC 8-69176 000165614 N/A

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DB INTERNATIONAL (ASIA) LIMITED N/A N/A 529900396G5HWCV38G39 SG 0

Deutsche Bank Securities Inc., Boston Branch 008-17822 000002525 9J6MBOOO7BECTDTUZW19

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DEUTSCHE SECURITIES ASIA LIMITED N/A 000119591 529900D90NAWLSQNTI12 HK 0

DEUTSCHE SECURITIES, SA DE CV, CASA DE BOLSA N/A N/A 529900G9Z4I79FGUE649 MX 0

Deutsche Bank Aktiengesellschaft, Filiale Manila (full bank-licence) N/A N/A 7LTWFZYICNSX8D621K86 PH 0

Deutsche Bank Aktiengesellschaft, Filiale New Delhi N/A N/A 7LTWFZYICNSX8D621K86 IN 0

DWS Distributors, Inc., Costa Mesa Branch 008-47765 000037306 5299007T18XBURKJ1V64

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iGoldenbeta Securities Company Limited N/A N/A N/A HK 0

Deutsche Bank Aktiengesellschaft, Filiale Hongkong N/A N/A 7LTWFZYICNSX8D621K86 HK 0

Deutsche Bank Aktiengesellschaft N/A N/A 7LTWFZYICNSX8D621K86 DE 0

Deutsche Bank Securities Limited N/A N/A 529900AZS6GG6GBDMN90 CA 0

Deutsche Bank Aktiengesellschaft, Filiale Ungarn N/A N/A 7LTWFZYICNSX8D621K86 HU 0

DEUTSCHE BANK SOCIETA PER AZIONI N/A N/A 529900SS7ZWCX82U3W60 IT 0

Deutsche Bank Aktiengesellschaft, Filiale Athen N/A N/A 7LTWFZYICNSX8D621K86 GR 0

DWS Distributors, Inc., Chicago Branch 008-47765 000037306 5299007T18XBURKJ1V64

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HARVEST GLOBAL CAPITAL INVESTMENTS LIMITED N/A 000157964 254900AZBIHNESRQXO19 HK 0

Deutsche Oppenheim Family Office AG N/A N/A 5299003G9CMV5CY1FU81 DE 0

Deutsche Securities Saudi Arabia (a closed joint stock company) N/A N/A 529900CKC4TXHVRKX638 SA 0

DWS Distributors, Inc. 008-47765 000037306 5299007T18XBURKJ1V64

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DEUTSCHE BANK SECURITIES INC. 8-17822 000002525 9J6MBOOO7BECTDTUZW19

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Deutsche Bank Aktiengesellschaft, Filiale Seoul N/A N/A 7LTWFZYICNSX8D621K86 KR 0

Deutsche Bank Aktiengesellschaft, Filiale Riad N/A N/A 7LTWFZYICNSX8D621K86 MA 0

Deutsche Bank Aktiengesellschaft, Filiale Bangalore N/A N/A 7LTWFZYICNSX8D621K86 IN 0

Deutsche Bank Securities Inc., Los Angeles Branch 008-17822 000002525 9J6MBOOO7BECTDTUZW19

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DEUTSCHE CAPITAL MARKETS AUSTRALIA LIMITED N/A 000109112 529900J30GWJRSJWJL27 AU 0

Deutsche Bank Aktiengesellschaft, Filiale Mumbai N/A N/A 7LTWFZYICNSX8D621K86 IN 0

DEUTSCHE BANK, SOCIEDAD ANONIMA ESPANOLA N/A N/A 529900SICIK5OVMVY186 ES 0

Deutsche Bank Securities Inc., San Francisco Branch 008-17822 000002525 9J6MBOOO7BECTDTUZW19

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TFS-ICAP, LLC N/A N/A 549300E9RR7X18FR6M91

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DWS Distributors, Inc., Boston Branch 008-47765 000037306 5299007T18XBURKJ1V64

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DWS Distributors, Inc., New Jersey Branch 008-47765 000037306 5299007T18XBURKJ1V64

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Common stock Common Stock N N Common stock N N N 0.67 1.18 31.32 35.19 true true true


Item G.1.b.iv The Central and Eastern Europe Fund, Inc. (the "Fund")

Based on a review of reports filed by the Fund's directors and executive
officers, the investment advisor, officers and directors of the investment
advisor, affiliated persons of the investment advisor and beneficial holders of
10% or more of the Fund's outstanding shares, and written representations by
the Reporting Persons that no year-end reports were required for such persons,
all filings required by Section 16(a) of the Securities and Exchange Act of
1934 for the fiscal year ended October 31, 2021 were timely, except that Helen
Delman filed a Form 3 late. This filing related solely to Ms. Delman's
designation as a Reporting Person and did not relate to any transactions in the
Fund. Ms. Delman has since corrected her omission by making the necessary
filing.

                                 



            Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of The Central and Eastern Europe
Fund, Inc.:

In planning and performing our audit of the financial statements of The Central
and Eastern Europe Fund, Inc. (the "Fund"), as of and for the year ended
October 31, 2021, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the Fund's internal
control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing an opinion on
the effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A company's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. A company's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
company's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no deficiencies
in the Fund's internal control over financial reporting and its operation,
including controls over safeguarding securities that we consider to be a
material weakness as defined above as of October 31, 2021.

                                      1



This report is intended solely for the information and use of management and
the Board of Directors of The Central and Eastern Europe Fund, Inc. and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.

/s/ Ernst & Young LLP
Boston, Massachusetts
December 22, 2021




                                      2



Item G.1.b.i The Central and Eastern Europe Fund, Inc.

                   The Central and Eastern Europe Fund, Inc.

                           (a Maryland corporation)

                                    Bylaws

                   (Amended and Restated as of May 7, 2021)

                                   ARTICLE I

                                    Offices

   Section 1.  Principal Office. The principal office of The Central and
Eastern Europe Fund, Inc. (the "Corporation") shall be located at such place or
places as the Board of Directors may designate.

   Section 2.  Additional Offices. The Corporation may have additional offices
at such places as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                  ARTICLE II

                                 Stockholders

   Section 1.  Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place as may from time to time be set by the Board of Directors and
stated in the notice of meeting.

   Section 2.  Annual Meetings. An annual meeting of the stockholders for the
election of Directors and transaction of any business within the powers of the
Corporation shall be held on a date and time and at a place set by the Board of
Directors each year and stated in the notice of the meeting.



   Section 3.  Special Meetings. (a) General. The President, Chief Executive
Officer or Board of Directors may call a special meeting of the stockholders.
Subject to subsection (b) of this Section 3, a special meeting of stockholders
shall also be called by the Secretary of the Corporation upon the written
request of the stockholders entitled to cast not less than a majority of all
the votes entitled to be cast at such meeting.

       (b)  Stockholder-Requested Special Meetings. (1) Any stockholder of
record seeking to have stockholders request a special meeting shall, by sending
written notice to the Secretary (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of Directors to
fix a record date to determine the stockholders entitled to request a special
meeting (the "Request Record Date"). The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at it,
shall be signed by one or more stockholders of record as of the date of
signature (or their duly authorized agents), shall bear the date of signature
of each such stockholder (or other agent) and shall set forth all information
relating to each such stockholder that must be disclosed in solicitations of
proxies for election of Directors in an election contest (even if an election
contest is not involved), or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or pursuant to the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and the rules promulgated thereunder. Upon
receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be
more than ten days after the close of business on the date on which the
resolution fixing the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within ten days after the date on which a valid
Record Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date and make a public announcement of such Request Record Date,
the Request Record Date shall be the close of

                                      -2-



business on the tenth day after the first date on which the Record Date Request
Notice is received by the Secretary.

       (2)  In order for any stockholder to request a special meeting to act on
any matter that may properly be considered at a meeting of stockholders, one or
more written requests for a special meeting signed by stockholders of record
(or their duly authorized agents) as of the Request Record Date entitled to
cast not less than a majority (the "Special Meeting Percentage") of all of the
votes entitled to be cast on such matter at such meeting (the "Special Meeting
Request") shall be delivered to the Secretary. In addition, the Special Meeting
Request shall set forth the purpose of the meeting and the matters proposed to
be acted on at it (which shall be limited to the matters set forth in the
Record Date Request Notice received by the Secretary), shall bear the date of
signature of each such stockholder (or other agent) signing the Special Meeting
Request, shall set forth the name and address, as they appear in the
Corporation's books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), the class and number of shares
of stock of the Corporation which are owned of record and beneficially by each
such stockholder and the nominee holder for, and number of, shares of stock of
the Corporation owned beneficially but not of record by such stockholder, shall
be sent to the Secretary by registered mail, return receipt requested, and
shall be received by the Secretary within 60 days after the Request Record
Date. Any requesting stockholder may revoke his, her or its request for a
special meeting at any time by written revocation delivered to the Secretary.

       (3)  The Secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The Secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph
(2) of this Section 3(b), the Secretary receives payment of

                                      -3-



such reasonably estimated cost prior to the preparation and mailing or delivery
of any notice of the meeting.

       (4)  Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the President,
Chief Executive Officer or Board of Directors, whoever has called the meeting.
In the case of any special meeting called by the Secretary upon the request of
stockholders (a "Stockholder-Requested Meeting"), such meeting shall be held at
such place, date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder-Requested Meeting shall be
not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and provided further that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting Request
is actually received by the Secretary (the "Delivery Date"), a date and time
for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00
p.m. local time on the 90th day after the Meeting Record Date or, if such 90th
day is not a Business Day (as defined below), on the first preceding Business
Day; and provided further that in the event that the Board of Directors fails
to designate a place for a Stockholder-Requested Meeting within ten days after
the Delivery Date, then such meeting shall be held at the principal executive
offices of the Corporation. In fixing a date for any special meeting, the
President, Chief Executive Officer or Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters to
be considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an annual meeting or a special
meeting. In the case of any Stockholder-Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days
after the Delivery Date, then the close of business on the 30th day after the
Delivery Date shall be the Meeting Record Date.

                                      -4-



       (5)  If at any time as a result of written revocations of requests for
the special meeting, stockholders of record (or their duly authorized agents)
as of the Request Record Date entitled to cast less than the Special Meeting
Percentage shall have delivered and not revoked requests for a special meeting,
the Secretary may refrain from mailing the notice of the meeting or, if the
notice of the meeting has been mailed, the Secretary may revoke the notice of
the meeting at any time before ten days before the meeting if the Secretary has
first sent to all other requesting stockholders written notice of such
revocation and of intention to revoke the notice of the meeting. Any request
for a special meeting received after a revocation by the Secretary of a notice
of a meeting shall be considered a request for a new special meeting.

       (6)  The Chairman of the Board of Directors, the President or the Board
of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of
permitting the inspectors to perform such review, no such purported request
shall be deemed to have been delivered to the Secretary until the earlier of
(i) five Business Days after receipt by the Secretary of such purported request
and (ii) such date as the independent inspectors certify to the Corporation
that the valid requests received by the Secretary represent stockholders of
record entitled to cast not less than the Special Meeting Percentage. Nothing
contained in this paragraph (6) shall in any way be construed to suggest or
imply that the Corporation or any stockholder shall not be entitled to contest
the validity of any request, whether during or after such five Business Day
period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).

                                      -5-



       (7)  For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

   Section 4.  Notice of Meetings of Stockholders. Not less than ten nor more
than 90 days before each meeting of stockholders, the Secretary shall give to
each stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting notice in writing or
by electronic transmission stating the time and place of the meeting and, in
the case of a special meeting or as otherwise may be required by any statute,
the purpose for which the meeting is called, either by mail, presenting it to
the stockholder personally, leaving it at the stockholder's residence or usual
place of business, by electronic transmission or transmitting the notice to the
stockholder in any other manner authorized by law. If mailed, notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at the stockholder's post office address as it appears upon the
books of the Corporation, with postage thereon prepaid. If transmitted
electronically, such notice shall be deemed to be given when transmitted to the
stockholder by an electronic transmission to any address or number of the
stockholder at which the stockholder receives electronic transmissions. The
Corporation may give a single notice to all stockholders who share an address,
which single notice shall be effective as to any stockholder at such address,
unless a stockholder objects to receiving such single notice or revokes a prior
consent to receiving such single notice. Failure to give notice of any meeting
to one or more stockholders, or any irregularity in such notice, shall not
affect the validity of any meeting fixed in accordance with this Article II or
the validity of any proceedings at any such meeting. The Corporation may
postpone or cancel a meeting of stockholders by making a public announcement
(as defined in Section 13(c)(3) of this Article II) of such postponement or
cancellation prior to the meeting. Notice of the date, time and place to

                                      -6-



which the meeting is postponed shall be given not less than ten days prior to
such date and otherwise in the manner set forth in this section.

   Section 5.  Scope of Notice. Any business of the Corporation may be
transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by any statute to
be stated in such notice. No business shall be transacted at a special meeting
of stockholders except as specifically designated in the notice.

   Section 6.  Quorum. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast one-third of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the charter of the
Corporation for the vote necessary for the adoption of any measure. If,
however, such quorum shall not be present at any meeting of the stockholders,
the chairman of the meeting, in accordance with Section 12 of this Article II
of these Bylaws, shall have the power to adjourn the meeting from time to time
to a date not more than 120 days after the original record date without notice
other than announcement at the meeting. 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 at which a quorum has been established, may continue
to transact business until adjournment, notwithstanding the withdrawal from the
meeting of enough stockholders to leave stockholders with fewer shares than
would be required to establish a quorum.

   Section 7.  Voting. A nominee for Director shall be elected as a Director
only if such nominee receives the affirmative vote of a majority of the total
number of votes entitled to be cast thereon at a meeting of stockholders duly
called and at which a quorum is present. Each share may be voted for as many
individuals as there are Directors to be elected and for

                                      -7-



whose election the share is entitled to be voted. A majority of the votes cast
at a meeting of stockholders duly called and at which a quorum is present shall
be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute
or by the charter of the Corporation. Unless otherwise provided in the charter,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders.

   Section 8.  Proxies. A stockholder may cast the votes entitled to be cast by
the shares of stock of the Corporation owned of record by him, her or it either
in person or by proxy executed by the stockholder or the stockholder's duly
authorized agent in any manner authorized by law. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

   Section 9.  Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, limited liability company,
partnership, joint venture, trust or other entity, if entitled to be voted, may
be voted by the President or a Vice President, member, manager, general partner
or trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such stock. Any Director or other fiduciary may vote stock
registered in his or her name as such fiduciary, either in person or by proxy.

   Shares of stock of the Corporation directly or indirectly owned by it shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless
they are held by it in a fiduciary capacity, in

                                      -8-



which case they may be voted and shall be counted in determining the total
number of outstanding shares at any given time.

   The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.

   Section 10.  Inspectors. The Board of Directors, in advance of any meeting,
may, but need not, appoint one or more individual inspectors or one or more
entities that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector is, or inspectors are, not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
meeting. The inspectors, if any, shall (i) determine the number of shares of
stock represented at the meeting, in person or by proxy, and the validity and
effect of proxies, (ii) receive and tabulate all votes, ballots or consents,
(iii) report such tabulation to the chairman of the meeting, (iv) hear and
determine all challenges and questions arising in connection with the right to
vote,

                                      -9-



and (v) do such acts as are proper to fairly conduct the election or vote. Each
such report shall be in writing and signed by the inspector or by a majority of
them if there is more than one inspector acting at such meeting. If there is
more than one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie
evidence thereof.

   Section 11.  Presiding Officer - Stockholders Meetings. At every meeting of
stockholders, an individual appointed by the Board of Directors to be chairman
of the meeting shall conduct the meeting or, in the absence of such appointment
or appointed individual, the Chairman of the Board, if there be one, shall
conduct the meeting or, in the case of vacancy in office or absence of the
Chairman of the Board, one of the following Directors or officers present shall
conduct the meeting in the order stated: the Vice Chairman of the Board, if
there be one, the Chief Executive Officer, the President, the Vice Presidents
in their order of rank and seniority, or a chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, shall act as chairman, and the
Secretary, or, in his or her absence, an Assistant Secretary, or in the absence
of both the Secretary and Assistant Secretaries, a person appointed by the
chairman shall act as secretary.

   Section 12.  Conduct of Stockholders Meetings. 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 or
other such persons

                                     -10-



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 or other such persons as the
chairman of the meeting may determine; (d) limiting the time allotted to
questions or comments by participants; (e) determining when and for how long
the polls should be opened and when the polls should be closed; (f) maintaining
order and security at the meeting; (g) concluding the meeting or recessing or
adjourning the meeting to a later date and time and a place announced at the
meeting and (h) complying with any state and local laws and regulations
concerning safety and security. 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 13.  Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. (a) Annual Meetings of Stockholders. (1) Nominations of
individuals for election to the Board of Directors and the proposal of other
business to be considered by the stockholders may be made at an annual meeting
of stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record as of the record date set by the
Board of Directors for the purpose of determining stockholders entitled to vote
at the annual meeting, at the time of giving of notice by the stockholder as
provided for in this Section 13(a) and at the time of the annual meeting, who
is entitled to vote at the meeting in the election of each individual so
nominated or on any such other business and who has complied with this
Section 13(a).

       (2)  For any nomination or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1)
of this Section 13, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and, in the case of any such other
business, such other business must otherwise

                                     -11-



be a proper matter for action by the stockholders. To be timely, a
stockholder's notice shall set forth all information required under this
Section 13 and shall be delivered to the Secretary of the Corporation not
earlier than the 150/th/ day nor later than 5:00 p.m., Eastern Time, on the
120/th/ day prior to the first anniversary of the date of the proxy statement
(as defined in Section 13(c)(3) of this Article II) for the preceding year's
annual meeting; provided, however, that, in the event that the date of the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding year's annual meeting, in order for
notice by the stockholder to be timely, such notice must be so delivered not
earlier than the 150/th/ day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120/th/ day prior to
the date of such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. The public
announcement of a postponement or adjournment of an annual meeting shall not
commence a new time period for the giving of a stockholder's notice as
described above.

       (3)  Such stockholder's notice shall set forth:

          (i)  as to each individual whom the stockholder proposes to nominate
       for election or reelection as a Director (each, a "Proposed Nominee"),

             (A) all information relating to the Proposed Nominee that would be
          required to be disclosed in connection with the solicitation of
          proxies for the election of the Proposed Nominee as a Director in an
          election contest (even if an election contest is not involved), or
          would otherwise be required in connection with such solicitation, in
          each case pursuant to Regulation 14A (or any successor provision)
          under the Exchange Act and the rules thereunder; and

                                     -12-



             (B) whether such stockholder believes any such Proposed Nominee
          is, or is not, an "interested person" of the Corporation, as defined
          in the Investment Company Act, and information regarding such
          individual that is sufficient, in the discretion of the Board of
          Directors or any committee thereof or any authorized officer of the
          Corporation, to make such determination;

          (ii) as to any other business that the stockholder proposes to bring
       before the meeting, a description of such business, the stockholder's
       reasons for proposing such business at the meeting and any material
       interest in such business of such stockholder or any Stockholder
       Associated Person (as defined below), individually or in the aggregate,
       including any anticipated benefit to the stockholder or the Stockholder
       Associated Person therefrom, other than an interest arising from the
       ownership of Company Securities where such stockholder, Proposed Nominee
       or Stockholder Associated Person receives no extra or special benefit
       not shared on a pro rata basis by all other holders of the same class;

          (iii) as to the stockholder giving the notice, any Proposed Nominee
       and any Stockholder Associated Person,

             (A) the class and number of all shares of stock or other
          securities of the Corporation or any affiliate thereof (collectively,
          the "Company Securities"), if any, which are owned (beneficially or
          of record) by such stockholder, Proposed Nominee or Stockholder
          Associated Person, the date on which each such Company Security was
          acquired, and any short interest (including any opportunity to

                                     -13-



          profit or share in any benefit from any decrease in the price of such
          stock or other security) in any Company Securities of any such person;

             (B) the nominee holder for, and number of, any Company Securities
          owned beneficially but not of record by such stockholder, Proposed
          Nominee or Stockholder Associated Person;

             (C) whether and the extent to which such stockholder, Proposed
          Nominee or Stockholder Associated Person, directly or indirectly
          (through brokers, nominees or otherwise), is subject to or during the
          last twelve months has engaged in any hedging, derivative or other
          transaction or series of transactions or entered into any other
          agreement, arrangement or understanding (including any short
          interest, any borrowing or lending of securities or any proxy or
          voting agreement), the effect or intent of which is to (I) manage
          risk or benefit, for such stockholder, Proposed Nominee or
          Stockholder Associated Person, of changes in the price of Company
          Securities or (II) increase or decrease the voting power of such
          stockholder, Proposed Nominee or Stockholder Associated Person in the
          Corporation or any affiliate thereof disproportionately to such
          person's economic interest in the Company Securities; and

             (D) any substantial interest, direct or indirect (including,
          without limitation, any existing or prospective commercial, business
          or contractual relationship with the Corporation), by security
          holdings or otherwise, of such stockholder, Proposed Nominee or
          Stockholder Associated Person, in the Corporation or any affiliate
          thereof, other than an interest arising from the ownership of Company
          Securities

                                     -14-



          where such stockholder, Proposed Nominee or Stockholder Associated
          Person receives no extra or special benefit not shared on a pro rata
          basis by all other holders of the same class;

          (iv) as to the stockholder giving the notice, any Stockholder
       Associated Person with an interest or ownership referred to in clauses
       (ii) or (iii) of this paragraph (3) of this Section 13(a) and any
       Proposed Nominee, the name and address of such stockholder, as they
       appear on the Corporation's stock ledger, and the current name and
       business address, if different, of each such Stockholder Associated
       Person and any Proposed Nominee.

       (4)  Such stockholder's notice shall, with respect to any Proposed
Nominee, be accompanied by a certificate executed by the Proposed Nominee
(i) certifying that such Proposed Nominee (a) is not, and will not become a
party to, any agreement, arrangement or understanding with any person or entity
other than the Corporation in connection with service or action as a Director
that has not been disclosed to the Corporation and (b) will serve as a Director
of the Corporation if elected; and (ii) attaching a completed Proposed Nominee
questionnaire (which questionnaire shall be provided by the Corporation, upon
request, to the stockholder in advance of providing the notice and shall, as
completed, include all information relating to the Proposed Nominee that would
be required to be disclosed in connection with the solicitation of proxies for
the election of the Proposed Nominee as a Director in an election contest (even
if an election contest is not involved), or would otherwise be required in
connection with such solicitation, in each case pursuant to Regulation 14A (or
any successor provision) under the Exchange Act and the rules thereunder, or
would be required pursuant to the rules of any national securities exchange or
over-the-counter market on which the Corporation's securities are listed or
traded). Such Proposed Nominee questionnaire shall, as completed, also include
a statement specifying

                                     -15-



which of clauses (1)-(7) of the definition of "Relevant Experience and Country
Knowledge" in Article III, Section 3 of the Bylaws the person being nominated
satisfies, information relating to such person sufficient to support a
determination that the person satisfies the specified clause or clauses of the
definition and a representation that the person does not have a "Conflict of
Interest" as defined in Article III, Section 3 of the Bylaws.

       (5)  Notwithstanding anything in this subsection (a) of this Section 13
to the contrary, in the event that the number of Directors to be elected to the
Board of Directors is increased, and there is no public announcement of such
action at least 130 days prior to the first anniversary of the date of the
proxy statement (as defined in Section 13(c)(3) of this Article II) for the
preceding year's annual meeting, a stockholder's notice required by this
Section 13(a) shall also be considered timely, 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 not later than 5:00 p.m., Eastern
Time, on the tenth day following the day on which such public announcement is
first made by the Corporation.

       (6)  For purposes of this Section 13, "Stockholder Associated Person" of
any stockholder means (i) any person acting in concert with such stockholder,
(ii) any beneficial owner of shares of stock of the Corporation owned of record
or beneficially by such stockholder (other than a stockholder that is a
depositary) and (iii) any person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, such stockholder or such Stockholder Associated Person.

   (b)  Special Meetings of Stockholders. Only such business 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 only (i) by or at
the direction of the Board of Directors or (ii) provided that the special

                                     -16-



meeting has been called in accordance with Section 3 of this Article II for the
purpose of electing Directors, by any stockholder of the Corporation who is a
stockholder of record as of the record date set by the Board of Directors for
the purpose of determining stockholders entitled to vote at the special
meeting, at the time of giving of notice provided for in this Section 13 and at
the time of the special meeting, who is entitled to vote at the meeting in the
election of each individual so nominated and who has complied with the notice
procedures set forth in this Section 13. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may nominate an
individual or individuals (as the case may be) for election as a Director as
specified in the Corporation's notice of meeting, if the stockholder's notice,
containing the information required by paragraphs (a)(3) and (4) of this
Section 13 shall be delivered to the Secretary of the Corporation not earlier
than the 120/th/ day prior to such special meeting and not later than 5:00
p.m., Eastern Time, on the later of the 90/th/ day prior to such special
meeting or the tenth day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. The public announcement
of a postponement or adjournment of a special meeting shall not commence a new
time period for the giving of a stockholder's notice as described above.

   (c)  General. (1) If information submitted pursuant to this Section 13 by
any stockholder proposing a nominee for election as a Director or any proposal
for other business at a meeting of stockholders shall be inaccurate in any
material respect, such information may be deemed not to have been provided in
accordance with this Section 13. Any such stockholder shall notify the
Corporation of any material inaccuracy or change (within two Business Days of
becoming aware of such inaccuracy or change) in any such information. Upon
written request by the Secretary of the Corporation or the Board of Directors,
any such

                                     -17-



stockholder shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), (A) written
verification, satisfactory, in the discretion of the Board of Directors or any
authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 13, and (B) a
written update of any information (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring
such nomination or other business proposal before the meeting) submitted by the
stockholder pursuant to this Section 13 as of an earlier date. If a stockholder
fails to provide such written verification or written update within such
period, the information as to which written verification or a written update
was requested may be deemed not to have been provided in accordance with this
Section 13.

       (2)  Only such individuals whose nomination is made in accordance with
this Section 13 shall be eligible for nomination and election by stockholders
as Directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
this Section 13. The chairman of the meeting shall have the power to determine
whether a nomination or any other business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with this
Section 13.

       (3)  For purposes of this Section 13, "the date of the proxy statement"
shall have the same meaning as "the date of the company's proxy statement
released to shareholders" as used in Rule 14a-8(e) promulgated under the
Exchange Act, as interpreted by the Securities and Exchange Commission or the
Staff thereof from time to time. "Public announcement" shall mean disclosure
(i) in a press release reported by the Dow Jones News Service, Associated
Press, Business Wire, PR Newswire or other widely circulated news or wire
service or (ii) in a document publicly filed by the Corporation with the
Securities and

                                     -18-



Exchange Commission and the staff thereof pursuant to the Exchange Act or the
Investment Company Act.

       (4)  Notwithstanding the foregoing provisions of this Section 13, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the Investment Company Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 13. Nothing in this Section 13 shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in, or the right of the
Corporation to omit a proposal from, the Corporation's proxy statement pursuant
to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in
this Section 13 shall require disclosure of revocable proxies received by the
stockholder or Stockholder Associated Person pursuant to a solicitation of
proxies after the filing of an effective Schedule 14A by such stockholder or
Stockholder Associated Person under Section 14(a) of the Exchange Act.

   Section 14.  Voting by Ballot. Voting on any question or in any election may
be viva voce unless the chairman of the meeting shall order or any stockholder
shall demand that voting be by ballot.

                                  ARTICLE III

                              Board of Directors

   Section 1.  General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.

   Section 2.  Number and Tenure. The number of Directors shall be not less
than the minimum number required by the Maryland General Corporation Law (the
"MGCL"). Subject to the minimum number of Directors described in the
immediately preceding sentence, the number of Directors of the Corporation
shall be fixed only by a vote of the Board of Directors.

                                     -19-



   Section 3.  Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, or (d) his or her removal. To be eligible
for nomination as a Director a person must, at the time of such person's
nomination, (a) have Relevant Experience and Country Knowledge (as defined
below), (b) not have any Conflict of Interest (as defined below) and (c) not be
over 75 years of age, unless the Nominating and Governance Committee of the
Board of Directors determines to except such person from that clause based on
its determination that such person's continued service on the Board of
Directors would be in the best interests of the Corporation, giving
consideration to, among other things, the person's leadership role(s) on the
Board. Whether a proposed nominee satisfies the foregoing qualifications shall
be determined by the Nominating and Governance Committee or, in the absence of
such a Committee, by the Board of Directors, each in its sole discretion.

   For purposes of the following definitions of Relevant Experience and Country
Knowledge and Conflict of Interest, the term "Specified Country" means any one
or more of the following countries: Czech Republic, Hungary, Germany, Poland or
Russia.

   "Relevant Experience and Country Knowledge" means experience in business,
investment, economic or political matters of a Specified Country or the United
States, through service for five of the past 25 years (except where a shorter
period is noted) in one or more of the following occupations:

    (1)senior executive officer or partner of a financial or industrial
       business headquartered in a Specified Country or other European country
       and that has annual revenues of at least the equivalent of US
       $250 million or total assets of at least the equivalent of US
       $25 billion,

    (2)senior executive officer or partner of a financial or industrial
       business headquartered in the United States that has annual revenues of
       at least the equivalent of US $250 million and whose management
       responsibilities include supervision of business operations in a
       Specified Country or other European country,

                                     -20-



    (3)director (or the equivalent) for one of the past 10 years of one or more
       investment businesses or vehicles (including this Corporation) a
       principal focus of which is investment in one or more Specified
       Countries or other European countries and that have at least the
       equivalent of US $25 million in combined total assets of their own,

    (4)senior executive officer, partner or member of the board of directors
       (or equivalent, such as member of a supervisory board) of an investment
       management business having at least the equivalent of US $250 million in
       securities of companies in one or more Specified Countries or other
       European countries or securities principally traded on one of the 10
       largest securities exchanges in Europe (measured by market
       capitalization) under discretionary management for others,

    (5)senior executive officer or partner of a business consulting, accounting
       or law firm having at least 100 professionals and whose principal
       responsibility involves or involved providing services involving matters
       relating to a Specified Country or other European country for financial
       or industrial businesses, investment businesses or vehicles or
       investment management businesses as described in (1) - (4) above,

    (6)senior official (including ambassador or minister) (i) in the national
       government, a government agency or the central bank of a Specified
       Country, another European country or the United States, (ii) in a major
       supranational agency or organization of which a Specified Country,
       another European country or the United States is a member, or (iii) in a
       leading international trade organization relating to a Specified
       Country, another European country or the United States, in each case in
       the area of finance, economics, trade or foreign relations, or

    (7)current director, senior officer or person holding a comparably senior
       position (without regard to years of service) of an investment manager
       or adviser of the Corporation, or of any entity controlling or under
       common control with an investment manager or adviser of the Corporation
       (including, for greater certainty, any employee of such investment
       manager or adviser or entity from time to time serving as the chief
       executive officer of the Corporation).

For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2)
of the next paragraph, the term "financial or industrial business" includes a
financial or industrial business unit within a larger enterprise; the term
"investment businesses or vehicles" includes an investment business unit or
investment vehicle within a larger enterprise; the term "investment management
business" includes an investment management business unit within a larger
enterprise; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisfies the revenue, asset and

                                     -21-



other requirements specified for the business or vehicle in clauses (1)-(5) of
the preceding sentence or clauses (1)-(2) of the next paragraph.

   "Conflict of Interest" means the presence of a conflict with the interests
of the Corporation or its operations through any of the following:

    (1)current position (a) as a director, officer, partner or employee of
       another investment vehicle a significant (i.e., 25% or more of total
       assets) focus of which is securities of companies in one or more
       Specified Countries or other European countries or securities
       principally traded in markets of one or more Specified Countries or
       other European countries and that does not have the same investment
       adviser as the Corporation or an investment adviser affiliated with an
       investment adviser of the Corporation, and (b) having direct and regular
       responsibilities relating to that investment vehicle,

    (2)current position as (a) a director, officer, partner or employee of the
       sponsor (or equivalent) of an investment vehicle described in the
       previous point and (b) having direct and regular responsibilities
       relating to that investment vehicle, or

    (3)current position as an official of a governmental agency or
       self-regulatory body having responsibility for regulating the
       Corporation or the markets in which it proposes to invest.

   Section 4.  Vacancies. Subject to the provisions of the Investment Company
Act, each vacancy on the Board of Directors of the Corporation may be filled
only by the affirmative vote of a majority of the remaining Directors in
office, even if the remaining Directors do not constitute a quorum. Any
Director elected to fill a vacancy shall hold office for the remainder of the
full term of the class of Directors in which the vacancy occurred and until a
successor is elected and qualifies.

   Section 5.  Place of Meeting. The Directors may hold their meetings, have
one or more offices, and keep the books of the Corporation at any office or
offices of the Corporation or at any other place as they may from time to time
by resolution determine, or in the case of meetings, as they may from time to
time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.

                                     -22-



   Section 6.  Annual and Regular Meetings. The annual meeting of the Board of
Directors shall be held as soon as practicable after the annual meeting of the
stockholders. The Board of Directors may provide, by resolution, the time and
place, either within or without the State of Maryland, for the holding of
regular meetings of the Board of Directors without other notice than such
resolution.

   Section 7.  Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the Chief Executive Officer, the
President, the Secretary or two or more Directors who are then appointed to the
Executive Committee. The person or persons authorized to call special meetings
of the Board of Directors may fix any place as the place for holding any
special meeting of the Board of Directors called by them.

   Section 8.  Notice. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, facsimile transmission, United
States mail or courier to each Director at his business or residence address
and may also be provided by electronic mail. Notice by personal delivery, by
telephone, electronic mail or a facsimile transmission shall be given at least
two days prior to the meeting. Notice by mail shall be given at least five days
prior to the meeting and shall be deemed to be given when deposited in the
United States mail properly addressed, with postage thereon prepaid. Telephone
notice shall be deemed to be given when the Director is personally given such
notice in a telephone call to which he or she is a party. Electronic mail
notice shall be deemed to be given upon transmission of the message to the
electronic mail address given to the Corporation by the Director. Facsimile
transmission notice shall be deemed to be given upon completion of the
transmission of the message to the number given to the Corporation by the
Director and receipt of a completed answer-back indicating receipt. Neither the
business to be transacted at, nor the purpose of, any annual, regular or
special meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.

                                     -23-



   Section 9.  Quorum and Voting. A majority of the Board of Directors then in
office shall constitute a quorum for the transaction of business, provided
that, if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the charter
of the Corporation or these Bylaws, the vote of a majority of a particular
group of Directors is required for action, a quorum must also include a
majority of such group. The action of the majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable statute.

   Section 10.  Telephone Meetings. 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;
provided that no such meeting by conference telephone or similar communications
equipment may be held for the purpose of voting to approve or continue any
investment advisory contract pursuant to Section 15 of the Investment Company
Act. Participation in a meeting by these means constitutes presence in person
at the meeting.

   Section 11.  Informal Action by the Board of Directors. Any action required
or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent to such action is given in writing or by
electronic transmission by each Director and such consent is subsequently filed
with the minutes of the proceedings of the Board or such committee; provided
that no such action by consent may be taken to approve or continue an
investment advisory contract pursuant to Section 15 of the Investment Company
Act.

                                     -24-



   Section 12.  Compensation of Directors. 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 13.  Reliance. Each Director and officer of the Corporation shall,
in the performance of his or her duties with respect to the Corporation, be
entitled to rely on any information, opinion, report or statement, including
any financial statement or other financial data, prepared or presented by an
officer or employee of the Corporation whom the Director or officer reasonably
believes to be reliable and competent in the matters presented, by a lawyer,
certified public accountant or other person, as to a matter which the Director
or officer reasonably believes to be within the person's professional or expert
competence, or, with respect to a Director, by a committee of the Board of
Directors on which the Director does not serve, as to a matter within its
designated authority, if the Director reasonably believes the committee to
merit confidence.

   Section 14.  Emergency Provisions. Notwithstanding any other provision in
the Charter or these Bylaws, this Section 15 shall apply during the existence
of any catastrophe, or other similar emergency condition affecting the Company,
as a result of which a quorum of the Board of Directors under Article III of
these Bylaws cannot readily be obtained (an "Emergency"). During any Emergency,
unless otherwise provided by the Board of Directors, (i) a meeting of the Board
of Directors or a committee thereof may be called by any Director or officer by
any means feasible under the circumstances; (ii) notice of any meeting of the
Board of Directors during such an Emergency may be given less than 24 hours
prior to the meeting to as many Directors and by such means as may be feasible
at the time, including publication, television or radio; and (iii) the number
of Directors necessary to constitute a quorum shall be one-third of the entire
Board of Directors.

                                     -25-



                                  ARTICLE IV

                                  Committees

   Section 1.  Number, Tenure and Qualifications. The Board of Directors may
appoint from among its members an Audit Committee and other committees,
composed of one or more Directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may appoint from among its members an
Executive Committee composed of two or more Directors, to serve at the pleasure
of the Board of Directors.

   Section 2.  Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

   Section 3.  Meetings. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A
majority of the members of the committee shall constitute a quorum for the
transaction of business at any meeting of the committee. The act of a majority
of the committee members present at a meeting shall be the act of such
committee. The Board of Directors may designate a chairman of any committee,
and such chairman or any two members of any committee (if there are at least
two members of the committee) may fix the time and place of its meeting unless
the Board shall otherwise provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another Director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

   Section 4.  Telephone Meetings. Members of 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; provided that no such meeting by
conference telephone or similar

                                     -26-



communications equipment may be held for the purpose of voting to approve or
continue any investment advisory contract pursuant to Section 15 of the
Investment Company Act. Participation in a meeting by these means constitutes
presence in person at the meeting.

   Section 5.  Informal Action by Committees. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be
taken without a meeting, if a consent to such action is given in writing or by
electronic transmission by each member of the committee and such consent is
subsequently filed with the minutes of proceedings of such committee; provided
that no such action by written consent may be taken to approve or continue an
investment advisory contract pursuant to Section 15 of the Investment Company
Act.

   Section 6.  Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V

                                   Officers

   Section 1.  General Provisions. The officers of the Corporation shall
include a Chief Executive Officer, a President, a Secretary and a Treasurer and
may include a Chairman of the Board, a Vice Chairman of the Board, one or more
Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, one or
more Assistant Secretaries and one or more Assistant Treasurers. In addition,
the Board of Directors may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
stockholders, except that the Chief Executive Officer may appoint one or more
Vice Presidents, Assistant Secretaries

                                     -27-



and Assistant Treasurers. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be convenient.
Each officer shall hold office until his or her successor is elected and
qualifies or until his or her death, resignation or removal in the manner
hereinafter provided. Any two or more offices except President and Vice
President may be held by the same person. In its discretion, the Board of
Directors may leave unfilled any office except that of President, Treasurer and
Secretary. Election of an officer or agent shall not of itself create contract
rights between the Corporation and such officer or agent.

   Section 2.  Removal and Resignation. Any officer or agent of the Corporation
may be removed by the Board of Directors if in its judgment the best interests
of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any officer
of the Corporation may resign at any time by giving written notice of his or
her resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any resignation shall take effect at any time
subsequent to 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. Such resignation shall be without
prejudice to the contract rights, if any, of the Corporation.

   Section 3.  Vacancies. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

   Section 4.  Chairman of the Board. The Board of Directors shall designate
from among its members a Chairman of the Board. The Chairman of the Board shall
preside over the meetings of the Board of Directors and of the stockholders at
which he or she shall be

                                     -28-



present. The Chairman of the Board shall perform such other duties as may be
assigned to him or her by the Board of Directors.

   Section 5.  Chief Executive Officer. The Board of Directors may designate a
Chief Executive Officer. In the absence of such designation, the Chairman of
the Board shall be the Chief Executive Officer of the Corporation. The Chief
Executive Officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed.

   Section 6.  President. The President shall have the responsibilities and
duties as set forth by the Board of Directors or, in the event that the offices
of Chief Executive Officer and President are not held by the same person, the
Chief Executive Officer.

   Section 7.  Chief Operating Officer. The Board of Directors may designate a
Chief Operating Officer. The Chief Operating Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

   Section 8.  Chief Financial Officer. The Board of Directors may designate a
Chief Financial Officer. The Chief Financial Officer shall have the
responsibilities and duties as set forth by the Board of Directors or the Chief
Executive Officer.

   Section 9.  Vice Presidents. In the absence of the Chief Executive Officer
and the President or in the event of a vacancy in such office, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election) shall perform
the duties of the Chief Executive Officer and the President and when so acting
shall

                                     -29-



have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer and the President; and shall perform such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors. The Board of Directors or the Chief Executive Officer may designate
one or more Vice Presidents as executive Vice President or as Vice President
for particular areas of responsibility.

   Section 10.  Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal
of the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder;
(e) have general charge of the share transfer books of the Corporation; and
(f) in general perform such other duties as from time to time may be assigned
to him by the Chief Executive Officer, the President or by the Board of
Directors.

   Section 11.  Treasurer. The Treasurer shall have the custody of the funds
and securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.

   The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and Board of Directors, at the regular meetings
of the Board of Directors or whenever it may so require, an account of all his
or her transactions as Treasurer and of the financial condition of the
Corporation.

                                     -30-



   If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.

   Section 12.  Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or Treasurer, respectively, or by
the Chief Executive Officer or the Board of Directors. The Assistant Treasurers
shall, if required by the Board of Directors, give bonds for the faithful
performance of their duties in such sums and with such surety or sureties as
shall be satisfactory to the Board of Directors.

   Section 13.  Salaries. The salaries and other compensation of the officers
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary or other compensation by reason of the
fact that he or she is also a Director.

                                  ARTICLE VI

                     Contracts, Loans, Checks and Deposits

   Section 1.  Contracts. The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Corporation and such authority may be general
or confined to specific instances. Any agreement, deed, mortgage, lease or
other document executed by one or more of the Directors or by an authorized
person shall be valid and binding upon the Board of Directors and upon the
Corporation when authorized or ratified by action of the Board of Directors.

                                     -31-



   Section 2.  Checks and Drafts. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or agent of the Corporation
in such manner as shall from time to time be determined by the Board of
Directors.

   Section 3.  Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
designate.

                                  ARTICLE VII

                                     Stock

   Section 1.  Certificates; Required Information. The Board of Directors may
authorize the Corporation to issue some or all of the shares of any class of
its stock without certificates. In the event that the Corporation issues shares
of stock represented by certificates, such certificates shall be in such form
as prescribed by the Board of Directors or a duly authorized officer, shall
contain the statements and information required by the MGCL and shall be signed
by the officers of the Corporation in the manner permitted by the MGCL. In the
event that the Corporation issues shares of stock without certificates, to the
extent then required by the MGCL, the Corporation shall provide to record
holders of such shares a written statement of the information required by the
MGCL to be included on stock certificates. There shall be no differences in the
rights and obligations of stockholders based on whether or not their shares are
represented by certificates. If shares of a class of stock are authorized by
the Board of Directors to be issued without certificates, no stockholder shall
be entitled to a certificate or certificates representing any shares of such
class of stock held by such stockholder unless otherwise determined by the
Board of Directors and then only upon written request by such stockholder to
the Secretary of the Corporation.

                                     -32-



   Section 2.  Transfers. All transfers of shares of stock shall be made on the
books of the Corporation, by the holder of the shares, in person or by his, her
or its attorney, in such manner as the Board of Directors or any officer of the
Corporation may prescribe and, if such shares are certificated, upon surrender
of certificates duly endorsed. The issuance of a new certificate upon the
transfer of certificated shares is subject to the determination of the Board of
Directors that such shares shall no longer be represented by certificates. Upon
the transfer of any uncertificated shares, to the extent then required by the
MGCL, the Corporation shall provide to the record holders of such shares a
written statement of the information required by the MGCL to be included on
stock certificates.

   The Corporation shall be entitled to treat the holder of record of any share
of stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the State of
Maryland. Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the Charter and all of the terms and
conditions contained therein.

   Section 3.  Replacement Certificate. Any officer of the Corporation may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, destroyed, stolen or mutilated, upon the making of an affidavit
of that fact by the person claiming the certificate to be lost, destroyed,
stolen or mutilated; provided, however, if such shares have ceased to be
certificated, no new certificate shall be issued unless requested in writing by
such stockholder and the Board of Directors has determined that such
certificates may be issued. Unless otherwise determined by an officer of the
Corporation, the owner of such lost, destroyed, stolen or mutilated certificate
or certificates, or his or her legal representative, shall be required, as a
condition

                                     -33-



precedent to the issuance of a new certificate or certificates, to give the
Corporation a bond in such sums as it may direct as indemnity against any claim
that may be made against the Corporation.

   Section 4.  Fixing of Record Date. Subject to Article II, Section 3(b) of
these Bylaws, in advance, a record date may be set, for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, by the Chief Executive Officer, the President or the Board of
Directors, whoever shall have called the meeting. The Board of Directors may
set, in advance, the record date for determining stockholders entitled to
receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of stockholders for any other proper purpose.
Such date, in any case, shall not be prior to the close of business on the day
the record date is fixed and shall be not more than 90 days and, in the case of
a meeting of stockholders, not less than ten days, before the date on which the
meeting or particular action requiring such determination of stockholders of
record is to be held or taken. When a record date for the determination of
stockholders entitled to notice of and to vote at any meeting of stockholders
has been set as provided in this section, such record date shall continue to
apply to the meeting if adjourned or postponed, except if the meeting is
adjourned or postponed to a date more than 120 days after the record date
originally fixed for the meeting, in which case a new record date for such
meeting may be determined as set forth herein.

   Section 5.  Stock Ledger. The Corporation shall maintain at its principal
office or at the office of its transfer agent, an original or duplicate stock
ledger containing the name and address of each stockholder and the number of
shares of each class held by such stockholder.

                                     -34-



   Section 6.  Fractional Stock. The Board of Directors may authorize the
Corporation to issue fractional stock on such terms and under such conditions
as it may determine.

                                 ARTICLE VIII

                                Corporate Seal

   Section 1.  In General. The Board of Directors may provide for a suitable
corporate seal, in such form and bearing such inscriptions as it may determine.

   Section 2.  Affixing Seal. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word "(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.

                                  ARTICLE IX

                                  Fiscal Year

   The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE X

                                 Distributions

   Section 1.  Authorization. Dividends and other distributions upon the stock
of the Corporation may be authorized by the Board of Directors, subject to the
provisions of law and the charter of the Corporation. Dividends and other
distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of law and the charter.

   Section 2.  Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to

                                     -35-



time, in its absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing
or maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall determine to be in the best interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

                                  ARTICLE XI

                               Waiver of Notice

   Whenever any notice of a meeting is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such
person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                  ARTICLE XII

                                Indemnification

   The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act) as currently in effect or as the same
may hereafter be amended, any person made or threatened to be made a party to,
or witness in, 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 serves or served at the request of the Corporation any other
enterprise as a Director or officer. To the fullest extent permitted by law
(including the Investment

                                     -36-



Company Act) 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 by the Corporation promptly upon receipt
by it of an undertaking 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. The rights provided to any person by this Article XII 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 or officer
as provided above. No amendment of this Article XII 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 XII, 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 enterprise" 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
or officer of the Corporation which imposes duties on, or involves services by,
such Director or officer 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.

                                 ARTICLE XIII

                                   Custodian

   Section 1.  In General. The Corporation shall have as custodian or
custodians (including any sub-custodian) one or more trust companies or banks
of good standing which shall conform to the requirements of Section 17(f) of
the Investment Company Act and the

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rules promulgated thereunder. To the extent required by the Investment Company
Act and the rules promulgated thereunder, the funds and securities held by the
Corporation shall be kept in the custody of one or more such custodians (and
any sub-custodian), provided such custodian or custodians (and any
sub-custodian) can be found ready and willing to act.

   Section 2.  Resignation, Change or Inability to Serve. The Corporation shall
upon the resignation, change or inability to serve of its custodian (and any
sub-custodian):

             (i)  in case of such resignation or inability to serve, use its
   best efforts to obtain a successor custodian;

             (ii)  require that the cash and securities owned by the
   Corporation be delivered directly to the successor custodian; and

             (iii)  in the event that no successor custodian can be found,
   submit to the stockholders before permitting delivery of the cash and
   securities owned by the Corporation otherwise than to a successor custodian,
   the question whether or not this Corporation shall be liquidated or shall
   function without a custodian.

                                  ARTICLE XIV

                    Exclusive Forum for Certain Litigation

   Unless the Corporation consents in writing to the selection of an
alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that
Court does not have jurisdiction, the United States District Court for the
District of Maryland, Baltimore Division, shall be the sole and exclusive forum
for (a) any derivative action or proceeding brought on behalf of the
Corporation, (b) any action asserting a claim of breach of any duty owed by any
Director or officer or other employee of the Corporation to the Corporation or
to the stockholders of the Corporation, (c) any action asserting a claim
against the Corporation or any Director or officer or other employee of the
Corporation arising pursuant to any provision of the MGCL or the charter or
Bylaws of the Corporation, or (d) any action asserting a claim against the

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Corporation or any Director or officer or other employee of the Corporation
that is governed by the internal affairs doctrine.

                                  ARTICLE XV

                              Amendment of Bylaws

   The Bylaws of the Corporation may be altered, amended, added to or repealed
by a majority vote of the entire Board of Directors; the power to alter, amend,
add to or repeal the Bylaws is vested exclusively in the Board of Directors.

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Mary I. Bruner