BY-LAWS

                                       OF

                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.

                             a Maryland corporation


                                    ARTICLE I

                                     Offices

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

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


                                   ARTICLE II

                            Meetings of Stockholders

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

     Section 2. Annual Meetings.  Annual meetings of stockholders  shall be held
on a date fixed from time to time by the Board of Directors not less than ninety
nor more than one hundred  twenty days  following the end of each fiscal year of
the Corporation,  for the election of directors and the transaction of any other
business within the powers of the Corporation.

     Section 3. Notice of Annual Meeting. Written or printed notice of an annual
meeting,  stating  the  place,  date  and hour  thereof,  shall be given to each
stockholder entitled to vote thereat not less than ten nor more than ninety days
before the date of the meeting.

     Section 4. Special Meetings. Special meetings of stockholders may be called
by the chairman,  the president or by the Board of Directors and shall be called
by the secretary upon the written  request of holders of shares entitled to cast
not less than  twenty-five  percent of all the votes entitled to be cast at such
meeting.  Such  request  shall state the purpose or purposes of such meeting and
the matters  proposed to be acted on 
<PAGE>

thereat. In the case of such request for a special meeting, upon payment by such
stockholders  to the  Corporation of the estimated  reasonable cost of preparing
and mailing a notice of such  meeting,  the  secretary  shall give the notice of
such meeting.  The secretary  shall not be required to call a special meeting to
consider  any matter which is  substantially  the same as a matter acted upon at
any special  meeting of  stockholders  held within the  preceding  twelve months
unless  requested  to do so by the  holders of shares  entitled to cast not less
than a majority of all votes entitled to be cast at such meeting.

     Section 5.  Notice of  Special  Meeting.  Written  or  printed  notice of a
special  meeting of  stockholders,  stating  the place,  date,  hour and purpose
thereof,  shall be given by the secretary to each  stockholder  entitled to vote
thereat  not less than ten nor more than  ninety  days before the date fixed for
the meeting.

     Section 6. Business of Special Meetings. Business transacted at any special
meeting of  stockholders  shall be limited to the purposes  stated in the notice
thereof.

     Section  7.  Quorum.  Except as may  otherwise  be  expressly  provided  by
applicable statutes or regulations, the holders of one-third of the stock issued
and outstanding  and entitled to vote thereat,  present in person or represented
by proxy,  shall constitute a quorum at all meetings of the stockholders for the
transaction of business.

     Section 8. Voting. When a quorum is present at any meeting, the affirmative
vote of a majority of the votes cast shall  decide any question  brought  before
such meeting,  unless the question is one upon which by express provision of the
Investment  Company  Act of  1940,  as from  time to time in  effect,  or  other
statutes or rules or orders of the  Securities  and Exchange  Commission  or any
successor  thereto or of the  Articles of  Incorporation,  a  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question.

     Section 9. Proxies. Each stockholder shall at every meeting of stockholders
be entitled to one vote in person or by proxy for each share of the stock having
voting power held by such stockholder,  but no proxy shall be voted after eleven
months from its date, unless otherwise provided in the proxy.

     Section 10.  Record Date. In order that the  Corporation  may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  to express  consent to  corporate  action in writing
without a meeting,  or to receive payment of any dividend or other  distribution
or allotment of any rights, or entitled to exercise
<PAGE>

     any rights in respect of any change, conversion or exchange of stock or for
the  purpose of any other  lawful  action,  the Board of  Directors  may fix, in
advance, a record date which shall be not more than ninety days and, in the case
of a meeting of stockholders,  not less than ten days prior to the date on which
the particular  action  requiring such  determination  of  stockholders is to be
taken.  In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period, but not to exceed,
in any case, twenty days. If the stock transfer books are closed for the purpose
of  determining  stockholders  entitled  to notice of or to vote at a meeting of
stockholders,  such  books  shall be closed  for at least  ten days  immediately
preceding such meeting.  If no record date is fixed and the stock transfer books
are not closed for the  determination of  stockholders:  (1) the record date for
the  determination  of  stockholders  entitled  to  notice  of, or to vote at, a
meeting of  stockholders  shall be at the close of  business on the day on which
notice of the  meeting of  stockholders  is mailed or the day thirty days before
the meeting,  whichever  is the closer date to the  meeting;  and (2) the record
date for the  determination  of  stockholders  entitled to receive  payment of a
dividend or an  allotment of any rights shall be at the close of business on the
day on which the resolution of the Board of Directors, declaring the dividend or
allotment of rights,  is adopted,  provided  that the payment or allotment  date
shall not be more  than  ninety  days  after  the date of the  adoption  of such
resolution. 

     Section  11.  Inspectors  of  Election.  The  directors,  in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person  presiding  at the  meeting  may,  but  need  not,  appoint  one or  more
inspectors.  In case any person who may be appointed  as an  inspector  fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding  thereat.  Each
inspector,  if any, before entering upon the discharge of his duties, shall take
and sign an oath  faithfully  to execute the duties of inspector at such meeting
with strict  impartiality  and according to the best of his or her ability.  The
inspectors,  if any, shall  determine the number of shares  outstanding  and the
voting power of each, the shares represented at the meeting,  the existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting or any stockholder,  the inspector or inspectors, if any, shall make
a report in writing of any
<PAGE>

challenge,  question  or matter  determined  by him or her or them and execute a
certificate of any fact found by him or them.

     Section  12.  Informal  Action  by  Stockholders.   Except  to  the  extent
prohibited  by the  Investment  Company  Act of  1940,  as from  time to time in
effect,  or rules or orders of the  Securities  and Exchange  Commission  or any
successor  thereto,  any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting if a consent in writing,  setting
forth such  action,  is signed by all the  stockholders  entitled to vote on the
subject  matter  thereof  and any  other  stockholders  entitled  to notice of a
meeting of  stockholders  (but not to vote  thereat)  have waived in writing any
rights  which they may have to dissent  from such  action,  and such consent and
waiver are filed with the records of the Corporation.


                                   ARTICLE III

                               Board of Directors

     Section 1. Number of Directors.  The number of directors  shall be fixed at
no less than three nor more than twenty.  Within the limits specified above, the
number of directors  shall be fixed from time to time by the Board of Directors,
but the tenure of office of a director in office at the time of any  decrease in
the number of directors shall not be affected as a result thereof. The directors
shall be elected to hold office at the annual meeting of stockholders, except as
provided in Section 2 of this Article, and each director shall hold office until
the next annual  meeting of  stockholders  or until his successor is elected and
qualified.  Any  director  may  resign  at any time upon  written  notice to the
Corporation.  Any director may be removed,  either with or without cause, at any
meeting  of  stockholders  duly  called  and at which a quorum is present by the
affirmative  vote of the majority of the votes entitled to be cast thereon,  and
the vacancy in the Board of  Directors  caused by such  removal may be filled by
the   stockholders  at  the  time  of  such  removal.   Directors  need  not  be
stockholders.

     Section 2. Vacancies and Newly Created Directorships. Any vacancy occurring
in the Board of Directors for any cause,  including an increase in the number of
directors,  may be filled by the  stockholders or by a majority of the remaining
members of the Board of Directors  even if such  majority is less than a quorum.
So  long  as the  Corporation  is a  registered  investment  company  under  the
Investment  Company  Act of 1940,  vacancies  in the Board of  Directors  may be
filled by a majority of the remaining members of the Board of Directors only if,
immediately after filing any such vacancy,  at least two-thirds of the directors
then  holding  office  shall have been  elected  to such  
<PAGE>

office  at a  meeting  of  stockholders.  A  director  elected  by the  Board of
Directors  to fill a vacancy  shall be  elected  to hold  office  until the next
annual meeting of stockholders or until his successor is elected and qualifies.

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

     Section 4. Annual Meeting. The first meeting of each newly elected Board of
Directors  shall be held  immediately  following the  adjournment  of the annual
meeting of stockholders  and at the place thereof.  No notice of such meeting to
the directors  shall be necessary in order  legally to  constitute  the meeting,
provided a quorum  shall be present.  In the event such  meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.

     Section 5. Other Meetings. The Board of Directors of the Corporation or any
committee thereof may hold meetings,  both regular and special, either within or
without the State of Maryland. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors. Special meetings of the Board of Directors
may be called by the chairman, the president or by two or more directors. Notice
of special meetings of the Board of Directors shall be given by the secretary to
each  director  at least three days before the meeting if by mail or at least 24
hours before the meeting if given in person or by telephone or by telegraph. The
notice need not specify the business to be transacted.

     Section 6. Quorum and Voting. At meetings of the Board of Directors, two of
the directors in office at the time,  but in no event less than one-third of the
entire Board of  Directors,  shall  constitute a quorum for the  transaction  of
business.  When required pursuant to Section 15(c) under the Investment  Company
Act of 1940 or Rule 12b-1 thereunder a quorum shall also require the presence in
person of a majority of directors who are not parties to a contract or agreement
to be voted  upon or  interested  persons  of any such  party.  The  action of a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the action of the Board of Directors.  If a quorum shall not be present
at any meeting of the Board of  Directors,  the  directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

<PAGE>

     Section 7. Committees.  The Board of Directors may, by resolution passed by
a majority of the entire Board of  Directors,  appoint from among its members an
executive  committee  and  other  committees  of the  Board of  Directors,  each
committee to be composed of two or more of the directors of the Corporation. The
Board of Directors may, to the extent  provided in the  resolution,  delegate to
such  committees,  in the intervals  between meetings of the Board of Directors,
any or all of the  powers of the Board of  Directors  in the  management  of the
business and affairs of the Corporation,  except the power to declare dividends,
to issue stock, to recommend to stockholders any action requiring  stockholders'
approval,  to amend the By-Laws or to approve any merger or share exchange which
does not require stockholders' approval. Such committee or committees shall have
the name or names as may be determined  from time to time by resolution  adopted
by the Board of Directors.  Unless the Board of Directors designates one or more
directors as alternate  members of any  committee,  who may replace an absent or
disqualified  member at any  meeting of the  committee,  the members of any such
committee  present at any meeting and not disqualified  from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of  Directors  to act at the meeting in the place of any absent or  disqualified
member of such committee.  At meetings of any such committee,  a majority of the
members or alternate members of such committee shall constitute a quorum for the
transaction  of business  and the act of a majority of the members or  alternate
members  present at any meeting at which a quorum is present shall be the act of
the committee.

     Section 8. Minutes of Committee Meetings. The committees shall keep regular
minutes of their proceedings.

     Section 9. Informal Action by Board of Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any  committee  thereof  may be taken  without  a meeting  if a written  consent
thereto is signed by all members of the Board of Directors or of such committee,
as the case may be,  and such  written  consent  is filed  with the  minutes  of
proceedings of the Board of Directors or committee.

     Section  10.  Meetings  by  Conference  Telephone.  Except  to  the  extent
prohibited  by the  Investment  Company  Act of  1940,  as from  time to time in
effect,  or rules or orders of the  Securities  and Exchange  Commission  or any
successor  thereto,  the  members  of the Board of  Directors  or any  committee
thereof may  participate  in a meeting of the Board of Directors or committee by
means of a conference telephone or similar communications  equipment by means of
which all persons  participating  in the meeting can hear each other at the same
time and such participation shall constitute presence in person at such meeting.
<PAGE>
     Section 11. Fees and Expenses.  The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.


                                   ARTICLE IV

                                     Notices

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

     Section 2.  Waiver of Notice.  Whenever  any notice is required to be given
under the  provisions of the statutes,  of the Articles of  Incorporation  or of
these  By-Laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed the  equivalent  of notice.  Attendance of a person at a meeting shall
iconstitute a waiver of notice of such meeting  except when the person  attends 
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.


                                    ARTICLE V

                                    Officers

     Section 1. General.  The officers of the Corporation shall be chosen by the
Board  of  Directors  at  its  first  meeting  after  each  annual   meeting  of
stockholders and shall be a chairman of the Board of Directors,  a president,  a
secretary  and a  treasurer.  The Board of  Directors  may also choose such vice
presidents  and  additional  officers  or  assistant  officers  as it  may  deem
advisable.  Any number of  offices,  except the  offices of  president  and vice
president, may be held by the same person. No officer shall execute, acknowledge
or  verify  any  instrument  in more than one  capacity  if such  instrument  is
required  by  law to be  executed,  acknowledged  or  verified  by  two or  more
officers.

     Section 2. Other  Officers and Agents.  The Board of Directors  may appoint
such other  officers  and agents as it desires who shall hold their  offices for
such terms and shall  
<PAGE>

exercise such power and perform such duties as shall be determined  from time to
time by the Board of Directors.

     Section 3. Tenure of Officers.  The officers of the Corporation  shall hold
office at the pleasure of the Board of  Directors.  Each officer  shall hold his
office  until his  successor  is  elected  and  qualifies  or until his  earlier
resignation  or removal.  Any officer may resign at any time upon written notice
to the  Corporation.  Any officer elected or appointed by the Board of Directors
may be removed at any time by the Board of Directors when, in its judgment,  the
best interests of the Corporation will be served thereby.  Any vacancy occurring
in any office of the  Corporation  by death,  resignation,  removal or otherwise
shall be filled by the Board of Directors.

     Section 4. Chairman of the Board of Directors. The chairman of the Board of
Directors shall be the chief executive officer of the Corporation, shall preside
at all meetings of the  stockholders  and of the Board of Directors,  shall have
general and active  management of the business of the  Corporation and shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect. He shall execute on behalf of the Corporation, and may affix the seal or
cause the seal to be affixed to, all instruments requiring such execution except
to the extent that signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation.

     Section 5. President.  The president  shall, in the absence of the chairman
of the Board of Directors, preside at all meetings of the stockholders or of the
Board of Directors. He shall be ex officio a member of all committees designated
by the Board of  Directors,  shall have  general  and active  management  of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.  He shall execute  bonds,  mortgages
and other contracts requiring a seal, under the seal of the Corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except where the signing and execution  thereof shall be expressly  delegated by
the Board of Directors to some other officer or agent of the Corporation.

     Section  6.  Vice  Presidents.  The vice  presidents  shall  act  under the
direction of the  president  and in the absence or  disability  of the president
shall  perform the duties and  exercise the power of the  president.  They shall
perform  such other  duties and have such other  powers as the  president or the
Board of Directors may from time to time  prescribe.  The Board of Directors may
designate one or more  executive  vice  presidents or may otherwise  specify the
order of seniority  of the vice  presidents  and, in that event,  the duties and
powers of the
<PAGE>

president  shall  descend  to the  vice  presidents  in the  specified  order of
seniority.

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

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

     Section 9.  Treasurer.  The treasurer  shall act under the direction of the
president.  Subject to the  direction of the president he shall have the custody
of the corporate funds and securities and shall keep full and accurate  accounts
of receipts and  disbursements  in books  belonging to the Corporation and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  Corporation as may be ordered by
the  president  or the  Board of  Directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the president and the Board of Directors, at
its regular meetings,  or when the Board of Directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
Corporation.

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

<PAGE>
                                   ARTICLE VI

                              Certificates of Stock

     Section 1. General.  Every holder of stock of the  Corporation who has made
full payment of the  consideration for such stock shall be entitled upon request
to have a  certificate,  signed  by, or in the name of the  Corporation  by, the
president or a vice president and countersigned by the treasurer or an assistant
treasurer  or the  secretary  or an  assistant  secretary  of  the  Corporation,
certifying the number and class of whole shares of stock owned by such holder in
the Corporation.

     Section 2. Fractional  Share Interests or Scrip.  The Corporation  may, but
shall not be obliged to, issue  fractions  of a share of stock,  arrange for the
disposition of fractional  interests by those entitled thereto,  pay in cash the
fair value of fractions  of a share of stock as of the time when those  entitled
to receive such  fractions are  determined,  or issue scrip or other evidence of
ownership  which shall  entitle the holder to receive a  certificate  for a full
share of stock upon the  surrender of such scrip or other  evidence of ownership
aggregating a full share.  Fractional shares of stock shall have proportionately
to the respective fractions  represented thereby all the rights of whole shares,
including the right to vote,  the right to receive  dividends and  distributions
and the right to participate  upon  liquidation of the  Corporation,  excluding,
however,  the right to receive a stock certificate  representing such fractional
shares.  The Board of Directors may cause such scrip or evidence of ownership to
be issued  subject to the  condition  that it shall become void if not exchanged
for  certificates  representing  full shares of stock before a specified date or
subject  to the  condition  that the  shares of stock for  which  such  scrip or
evidence of ownership is  exchangeable  may be sold by the  Corporation  and the
proceeds  thereof  distributed  to the  holders  of such  scrip or  evidence  of
ownership,  or subject  to any other  reasonable  conditions  which the Board of
Director  shall deem  advisable,  including  provision  for  forfeiture  of such
proceeds  to the  Corporation  if not  claimed  within a period of not less than
three years after the date of the original issuance of scrip certificates.

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

<PAGE>


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

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

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


                                   ARTICLE VII

                                  Miscellaneous

     Section  1.  Reserves.  There  may be set  aside  out of any  funds  of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time, in their  absolute  discretion,  think proper as a reserve or
reserves to meet contingencies,  or for repairing or maintaining any property of
the Corporation,  or for the purchase of additional property,  or for such other
purpose as the Board of Directors  shall think  
<PAGE>

conducive to the  interest of the  Corporation,  and the Board of Directors  may
modify or abolish any such reserve.

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

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

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

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

     Section 6. Seal. The corporate  seal shall have inscribed  thereon the name
of the Corporation, the year of its organization and the words, "Corporate Seal,
Maryland".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or in another manner reproduced.

     Section 7. Filing of By-Laws.  A certified  copy of the By-Laws,  including
all amendments,  shall be kept at the principal office of the Corporation in the
State of Maryland.

     Section 8. Annual Report.  The books of account of the Corporation shall be
examined  by an  independent  firm of  public  accountants  at the close of each
annual fiscal period of the  Corporation and at such other times, if any, as may
be directed by the Board of Directors of the Corporation. Within one hundred and
twenty days of the close of each annual  fiscal  period a report based upon such
examination  at the  close  of  that  fiscal  period  shall  be  mailed  to each
stockholder  of the  Corporation  of record at the close of such  annual  fiscal
period,  unless the Board of Directors  shall set another  record  date,  at his
address as the same  appears on the books of the  Corporation.  Each such report
shall  contain such  information  as is required to be set forth  therein by the
Investment Company Act of 1940 and the rules and regulations  promulgated by the
Securities  and  Exchange  Commission  thereunder.  Such  report  shall  also be
submitted at
<PAGE>

the annual meeting of the  stockholders  and filed within twenty days thereafter
at the principal office of the Corporation in the State of Maryland.

     Section 9. Stock Ledger.  The  Corporation  shall maintain at its principal
office  outside of the State of Maryland an original or  duplicate  stock ledger
containing the names and addresses of all  stockholders and the number of shares
of stock hold by each  stockholder.  Such stock ledger may be in written form or
in any  other  form  capable  of being  converted  into  written  form  within a
reasonable time for visual inspection.

     Section 10.  Ratification of Accountants by  Stockholders.  At every annual
meeting of the  stockholders of the Corporation  otherwise called there shall be
submitted  for  ratification  or rejection  the name of the firm of  independent
public  accountants which has been selected for the current fiscal year in which
such  annual  meeting  is held by a  majority  of those  members of the Board of
Directors who are not investment  advisers of, or interested  person (as defined
in the Investment  Company Act of 1940) of an investment adviser of, or officers
or employees of, the Corporation.

     Section 11. Custodian.  All securities and similar investments owned by the
Corporation  shall be held by a custodian  which shall be either a trust company
or a national  bank of good  standing,  having a capital  surplus and  undivided
profits aggregating not less than two million dollars ($2,000,000),  or a member
firm of the  New  York  Stock  Exchange,  Inc.  The  terms  of  custody  of such
securities  and cash shall  include  such  provisions  required to be  contained
therein  by the  Investment  Company  Act of 1940 and the rules and  regulations
promulgated thereunder by the Securities and Exchange Commission.

     Upon the  resignation  or  inability  to serve  of any such  custodian  the
Corporation shall (a) use its best efforts to obtain a successor custodian,  (b)
require the cash and securities of the  Corporation  held by the custodian to be
delivered  directly  to the  successor  custodian,  and (c) in the event that no
successor custodian can be found, submit to the stockholders of the Corporation,
before  permitting  delivery of such cash and  securities to anyone other than a
successor custodian,  the question whether the Corporation shall be dissolved or
shall  function  without a custodian;  provided,  however,  that nothing  herein
contained shall prevent the termination of any agreement between the Corporation
and any such custodian by the  affirmative  vote of the holders of a majority of
all the stock of the  Corporation at the time  outstanding and entitled to vote.
Upon its resignation or inability to serve and pending action by the Corporation
as set forth in this  section,  the  custodian  may  deliver  any  assets of the
Corporation  held by it to a qualified  bank or trust company in the City of New
York, or to a member 
<PAGE>

firm of the New York Stock Exchange, Inc. selected by it, such assets to be held
subject to the terms of custody which governed such retiring custodian.

     Section 12. Investment Advisers. The Corporation may enter into one or more
management or advisory,  underwriting,  distribution or administration  contract
with any person, firm, partnership, association or corporation but such contract
or  contracts  shall  continue  in effect  only so long as such  continuance  is
specifically  approved  annually by a majority of the Board of  Directors  or by
vote of the holders of a majority of the voting  securities of the  Corporation,
and in either case by vote of a majority of the directors who are not parties to
such contracts or interested  persons (as defined in the Investment  Company Act
of 1940) of any such party cast in person at a meeting called for the purpose of
voting on such approval.


                                  ARTICLE VIII

                                   Amendments

     The Board of  Directors  shall  have the power,  by a majority  vote of the
entire  Board of  Directors at any meeting  thereof,  to make,  alter and repeal
By-Laws of the Corporation.