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                                  EXHIBIT 3.2


                            Bylaws of the Corporation




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                           AMENDED AND RESTATED BYLAWS
                                       OF
                           MACC PRIVATE EQUITIES INC.


                                    ARTICLE I
                                  STOCKHOLDERS

         Section 1.  Annual Meeting. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held on the fourth Tuesday of February commencing with the year 1996.

         Section 2.  Special Meetings. Special meetings of the stockholders, for
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Board of Directors or the Chairman of the Board or by vote of forty
percent (40%) of the issued and outstanding Common Stock of the Corporation. In
addition, special meetings shall be held at such place, on such date and at such
time as they or he or she shall fix.

         Section 3.  Notice of Meetings. Written notice of the place, date and
time of all meetings of the stockholders, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given, not less
than ten (10) nor more than sixty (60) days before the date on which the meeting
is to be held, to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or required by law (meaning, here and hereinafter, as
required from time to time by the Delaware General Corporation Law or the
Certificate of Incorporation of the Corporation).

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         Section 4.  Quorum. At any meeting of the stockholders, the holders of
a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter.

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date or time. If a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, then except as otherwise required by
law, those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.



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         Section 5.  Organization. The Chairman of the Board, or such other
person as the Board of Directors may have designated or, in the absence of the
Chairman and such other person, the chief executive officer of the Corporation
or, in his or her absence, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation, the secretary of
the meeting shall be such person as the chairman appoints.

         Section 6.  Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order.

         The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors of
the Corporation may adopt by resolution such rules and regulations for the
conduct of the meeting of shareholders as it shall deem appropriate. Except to
the extent inconsistent with any such rules and regulations as adopted by the
Board of Directors, the chairman of any meeting of shareholders shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures whether
adopted by the Board of Directors or prescribed by the chairman of the meeting,
may include, without limitation, the following: (I) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to shareholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

         Section 7.  Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedure established for
the meeting.

         Each stockholder shall have one (1) vote for every share of stock
entitled to vote which is registered in his or her name on the record date for
the meeting, except as otherwise provided herein or required by law.

         All voting, including the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or by his or her proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.



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         Section 8.  Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

         Section 9. No Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation must be effected at a duly called annual or
special meeting of the stockholders, and may not be effected by written consent
of the stockholders.

         Section 10. Notice of Nominations and Other Business at Annual
Meetings.

               (a) Nominations of persons for election to the Board of Directors
         of the Corporation and the proposal of business to be considered by the
         stockholders may be made at an annual meeting of stockholders (1)
         pursuant to the Corporation's notice of meeting, (2) by or at the
         direction of the Board of Directors or (3) by any stockholder of record
         at the time of giving of the notice by the stockholders provided for in
         this Section, who is entitled to vote at the meeting and who complied
         with the notice procedures set forth in this Section.

               (b) For nominations or other business to be properly brought
         before an annual meeting by a stockholder pursuant to clause (3) of
         paragraph (a) of this Section, the stockholder must have given timely
         notice thereof in writing to the Secretary of the Corporation. To be
         timely, a stockholder's notice shall be delivered to the Secretary at
         the principal executive offices of the Corporation not less than sixty
         (60) days nor more that ninety (90) days prior to the first anniversary
         of the preceding year's annual meeting or in the case of the 1996
         annual meeting, November 27, 1995; provided, however, that in the event
         that the date of the annual meeting is advanced by more than thirty
         (30) days or delayed by more than sixty (60) days from such anniversary
         date, notice by the stockholder to be timely must be so delivered not
         earlier than the 90th day prior to such annual meeting and not later
         than the close of business on the later of the 60th day prior to such
         annual meeting or the 10th day following the day on which public
         announcement of the date of such meeting is first made. Such
         stockholder's notice shall set forth (1) as to each person whom the
         stockholder proposes to nominate for election or reelection as a
         director all information relating to such person that is required to be
         disclosed in solicitations of proxies for election of directors, or is
         otherwise required, in each case pursuant to Regulation 14A under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")
         (including such person's written consent to being named in the proxy
         statement as a nominee and to serving as a director if elected); (2) as
         to any other business that the stockholder proposes to bring before the
         meeting, a brief description of the business desired to be brought
         before the meeting, the reasons for conducting such business at the
         meeting and any material interest in such business of such 




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         stockholder and the beneficial owner, if any, on which behalf the
         proposal is made; and (3) as to the stockholder giving the notice and
         the beneficial owner, if any, on which behalf the nomination or
         proposal is made (I) the name and address of such stockholder, as they
         appear on the Corporation's books, and of such beneficial owner and
         (ii) the class and number of shares of the Corporation which are owned
         beneficially and of record by such stockholder and such beneficial
         owner.

               (c) Notwithstanding anything in the second sentence of paragraph
         (b) of this Section to the contrary, in the event that the number of
         directors to be elected to the Board of Directors of the Corporation is
         increased and there is no public announcement naming all of the
         nominees for director or specifying the size of the increased Board of
         Directors made by the Corporation at least seventy (70) days prior to
         the first anniversary of the preceding year's annual meeting, a
         stockholder's notice required by this Section 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 at the
         principal executive offices for the Corporation not later than the
         close of business on the 10th day following the day on which such
         public announcement is first made by the Corporation.

               (d) Only such persons who are nominated in accordance with the
         procedures set forth in this Section shall be eligible to serve as
         directors and only such business shall be conducted at an annual
         meeting of stockholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section. The
         chairman of the meeting shall have the power and duty to determine
         whether a nomination or any business proposed to be brought before the
         meeting was made in accordance with the procedures set forth in this
         Section and, if any proposed nomination or business is not in
         compliance with these Bylaws, to declare that such defective proposed
         business or nomination shall be disregarded.

               (e) For the purposes of this Section, "public announcement" shall
         mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press or a comparable national news service in a
         document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
         Act.

               (f) Notwithstanding the foregoing provisions of this Section, a
         stockholder shall also comply with all applicable requirements of the
         Exchange Act and the rules and regulations thereunder with respect to
         the matters set forth in this Section. Nothing in this Section shall be
         deemed to affect any rights of stockholders to request inclusion of
         proposals in the Corporation's proxy statement pursuant to Rule 14a-8
         under the Exchange Act.


                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office. The number of directors of the
Corporation to constitute the Board of Directors shall be seven (7). Each
director shall hold office until such director's successor has been elected and
has qualified, or until such director's death, retirement, disqualification,
resignation or removal. The Board of Directors shall be and is divided into
three (3) classes, designated Class I, Class II and Class III. Class I directors
shall consist of three (3) directors who shall hold office until the annual
meeting of the stockholders in 1996. Class II directors shall consist of two (2)
directors who shall hold 




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office until the annual meeting of the stockholders in 1997. Class III directors
shall consist of two (2) directors who shall hold office until the annual
meeting of stockholders in 1998. Upon expiration of the terms of the office of
directors as classified above, their successors shall be elected for the term of
three (3) years each. Each director shall hold office until the annual meeting
of the stockholders for the year in which his or her term expires and until his
or her successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.

         Section 2. Vacancies. If the office of any director becomes vacant by
reason of death, resignation, disqualification, removal or other cause, a
majority of the directors remaining in office, although less than a quorum, may
elect a successor for the unexpired term and until his or her successor is
elected and qualified.

         Section 3. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

         Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by one-third (1/3) of the directors then in office (rounded up to
the nearest whole number) or by the chairman and shall be held at such place, on
such date and at such time as they or he or she shall fix. Notice of the place,
date and time of each such special meeting shall be given each director by whom
it is not waived by mailing written notice not less than five (5) days before
the meeting or by telegraphing or telexing or by facsimile transmission of the
same not less than twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

         Section 5. Quorum. At any meeting of the Board of Directors, a majority
of the total number of the whole Board shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date or time, without further
notice or waiver thereof.

         Section 6. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting. However, this Section 6 and the means of holding Board
meetings authorized hereunder shall not apply to Board meetings required to be
held in person by the Investment Company Act of 1940, as amended.

         Section 7. Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors. However,
the Board shall not take action by consent and without a meeting if the
provisions of the Investment Company Act of 1940, as amended, would otherwise
require the meeting to be held in person.




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         Section 8. Powers. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

               (a) To declare dividends from time to time in accordance with
         law;

               (b) To purchase or otherwise acquire any property, rights or
         privileges on such terms as it shall determine;

               (c) To authorize the creation, making and issuance, in such form
         as it may determine, of written obligations of every kind, negotiable
         or non-negotiable, secured or unsecured, and to do all things necessary
         in connection therewith;

               (d) To remove any officer of the Corporation with or without
         cause, and from time to time to devolve the powers and duties of any
         officer upon any other person for the time being;

               (e) To confer upon any officer of the Corporation the power to
         appoint, remove and suspend subordinate officers, employees and agents;

               (f) To adopt from time to time such stock, option, stock
         purchase, bonus or other compensation plans for directors, officers,
         employees and agents of the Corporation and its subsidiaries as it may
         determine;

               (g) To adopt from time to time such insurance, retirement and
         other benefit plans for directors, officers, employees and agents of
         the Corporation and its subsidiaries as it may determine; and

               (h) To adopt from time to time regulations, not inconsistent with
         these Bylaws, for the management of the Corporation's business and
         affairs.

         Section 9. Compensation of Directors. Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.


                                   ARTICLE III
                                   COMMITTEES

         Section 1. Committees of the Board of Directors. The Board of
Directors, by a vote of a majority of the whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desire, other
directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation Law if the
resolution which designates the committee or a supplemental resolution of the



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Board of Directors shall so provide. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

         Section 2. Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; a
majority of the members shall constitute a quorum unless the committee shall
consist of one (1) or two (2) members, in which event one (1) member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.


                                   ARTICLE IV
                                    OFFICERS

         Section 1. Generally. The officers of the Corporation shall consist of
a Chairman of the Board, a President, an Executive Vice President, one or more
Vice Presidents, a Secretary, a Treasurer and such other officers as may from
time to time be appointed by the Board of Directors. Officers shall be elected
by the Board of Directors, which shall consider that subject at its first
meeting after every annual meeting of stockholders. Each officer shall hold
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any number of offices may be held by the same
person.

         Section 2. President. The President shall be the chief executive
officer of the Corporation. Subject to the provisions of these Bylaws and to the
direction of the Board of Directors, he or she shall have the responsibility for
the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of chief executive or which are delegated to him or her
by the Board of Directors. He or she shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.

         Section 3. Vice President. Each Vice President shall have such powers
and duties as may be delegated to him or her by the Board of Directors. One (1)
Vice President shall be designated by the Board to perform the duties and
exercise the powers of the President in the event of the President's absence or
disability, provided that if there shall be only one Vice President, that Vice
President shall perform the duties and exercise the powers of the President in
the event of the President's absence or disability.

         Section 4. Treasurer. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other duties
as the Board of Directors may from time to time prescribe.




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         Section 5. Secretary. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. He or she shall have charge of the corporate books and shall
perform such other duties as the Board of Directors may from time to time
prescribe.

         Section 6. Designation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

         Section 7. Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the Board of Directors.

         Section 8. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or an officer
of the Corporation authorized by the President shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.


                                    ARTICLE V
                                      STOCK

         Section 1. Certificates of Stock. Each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the President or
a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
him or her. Any or all of the signatures on the certificate may be by facsimile.

         Section 2. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of Article V of these Bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

         Section 3. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise 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 a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any meeting of shareholders, nor more than sixty (60) days prior to the
time for such other action as hereinbefore described; provided, however, that if
no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given or, if notice is not waived, at the close of business
on the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the 



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record date shall be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         Section 4. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning the giving of a satisfactory bond or bonds of indemnity.

         Section 5. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.


                                   ARTICLE VI
                                     NOTICES

         Section 1. Notices. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by pre-paid
telegram or mailgram. Any such notice shall be addressed to such stockholder,
director, officer, employee or agent at his or her last known address as the
same appears on the books of the Corporation. The time when such notice is
received, if hand delivered, or dispatched, if delivered through the mails or by
telegram or mailgram, shall be the time of the giving of the notice.

         Section 2. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.


                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 1. Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

         Section 2. Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.


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         Section 3. Reliance upon Books, Reports and Records. Each director,
each member or any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence or who has been selected
with reasonable care by or on behalf of the Corporation.

         Section 4. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.

         Section 5. Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.


                                  ARTICLE VIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or an officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes and or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section 3 of this Article VIII with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right of
indemnification provided for in this Section 1 is subject to the limitation
provided in Section 7 and elsewhere in this Article VIII.

         Section 2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article VIII shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only (I)
upon delivery 



<PAGE>   12
to the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 2 or otherwise, (ii) if the Corporation shall be insured against any
such advances or (iii) if a majority of a quorum of the disinterested, non-party
directors of the Corporation, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe that the
indemnitee ultimately will be found entitled to indemnification. The rights to
indemnification and to the advancement of expenses conferred in Sections 1 and 2
of this Article VIII shall be contract rights and such rights shall continue as
to an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

         Section 3. Right of Indemnitee to Bring Suit. If a claim under Section
1 or 2 of this Article VIII is not paid in full by the Corporation within sixty
(60) days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of the
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In

         (a) any suit brought by the indemnitee to enforce a right to
         indemnification hereunder (but not in a suit brought by the indemnitee
         to enforce a right to an advancement of expenses) it shall be a defense
         that, and

         (b) in any suit brought by the Corporation to recover an advancement of
         expenses pursuant to the terms of an undertaking, the Corporation shall
         be entitled to recover such expenses upon final adjudication that,

the indemnitee has not met any applicable standard for indemnification set forth
in the Delaware General Corporation Law or Section 7 of this Article VIII.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law and
Section 7 of this Article VIII, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VIII or otherwise, shall be on the Corporation.

         Section 4. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article VIII shall not be
exclusive of any other right which any person 


<PAGE>   13
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

         Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law; provided, however,
that no insurance may be obtained for the purpose of indemnifying any disabling
conduct, as defined in Section 7 of this Article VIII.

         Section 6. Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

         Section 7. Limitation for Disabling Conduct. Notwithstanding any of the
foregoing, the Corporation may not indemnify any director or officer of the
Corporation against any liability to the Corporation or its security holders to
which such director or officer might otherwise be subject by reason of
"disabling conduct," as hereinafter defined.

         (a) In the case of a director or officer of the Corporation, such
determination shall include a determination that the liability for which such
indemnification is sought did not arise by reason of such person's disabling
conduct. Such determination may be based on:

               (I) a final decision on the merits by a court or other body
         before whom the action, suit or proceeding was brought that the person
         to be indemnified was not liable by reason of disabling conduct, or

               (ii) in the absence of such a decision, a reasonable
         determination, based on a review of the facts, that the person to be
         indemnified was not liable by reason of such person's disabling conduct
         by

                  (A) the vote of majority of a quorum of directors who are
                  disinterested, non-party directors, or

                  (B) an independent legal counsel in a written opinion. In
                  making such determination, such disinterested, non-party
                  directors or independent legal counsel, as the case may be,
                  may deem the dismissal for insufficiency of evidence of any
                  disabling conduct of either a court action or an
                  administrative proceeding against a person to be indemnified
                  to provide reasonable assurance that such person was not
                  liable by reason of disabling conduct.



                                       15
<PAGE>   14
(b)  For the purpose of this Section:

               (I) "disabling conduct" of a director or officer shall mean such
         person's willful misfeasance, bad faith, gross negligence or reckless
         disregard of the duties involved in the conduct of the office;

               (ii) "disinterested, non-party director" shall mean a director of
         the Corporation who is neither an "interested person" of the
         Corporation as defined in Section 2(a)(19) of the Investment Company
         Act of 1940 nor a party to the action, suit or proceeding in connection
         with which indemnification is sought;

               (iii) "independent legal counsel" shall mean a lawyer who is not,
         and at least two (2) years prior to his engagement to render the
         opinion in question has not been, employed or retained by the
         Corporation, by any investment advisor to or the principal underwriter
         for the Corporation, or by any person affiliated with any of the
         foregoing; and

               (iv) "the Corporation" shall include any wholly-owned subsidiary
         of the Corporation and, in addition to the resulting Corporation, any
         constituent Corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers, employees or agents.


                                   ARTICLE IX
                                   AMENDMENTS

         These Bylaws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.


THE AMENDED AND RESTATED BY-LAWS WERE ADOPTED AS OF DECEMBER 12, 1996.