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                                                                     Exhibit 3.2
                                        
                          AMENDED AND RESTATED BYLAWS
                                        
                                       OF
                                        
                          BRANTLEY CAPITAL CORPORATION
                            (a Maryland Corporation)

   These bylaws ("Bylaws") are made as of the 17th day of February, 1998 and
adopted pursuant to the Articles of Incorporation establishing Brantley Capital
Corporation "Corporation") dated August 1, 1996, as from time to time amended,
restated or (the supplemented (hereinafter called the "Articles"). All words
and terms capitalized in these Bylaws shall have the meaning or meanings set
forth for such words or terms in the Articles unless otherwise noted.


                                   ARTICLE I
                                        
                                    OFFICES
                                        
   The registered office of the Corporation in the State of Maryland shall be
at 32 South Street, Baltimore, Maryland 21202.

   The principal executive office of the Corporation shall be at 20600 Chagrin
Boulevard, Suite 1150, Cleveland, Ohio 44122.

   The Corporation may have such other offices in such places as the Board of
Directors of the Corporation may from time to time determine.


                                   ARTICLE II
                                        
                            MEETINGS OF STOCKHOLDERS

   Section 2.1. ANNUAL MEETING. An annual meeting of the stockholders of the
Corporation shall be held on such date and at such hour as may from time to time
be designated by the Board of Directors and stated in the notice of such meeting
for the purpose of electing directors and for the transaction of such other
business as may be properly brought before the meeting.

   Section 2.2. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board, the Chief
Executive Officer, the President or the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary upon receipt of the request
in writing signed by stockholders entitled to cast at least a majority of all
votes entitled to be cast at such meeting. Such request shall state the purpose
or purposes of the proposed meeting and the matters proposed to be acted on at
such proposed meeting. The Secretary shall inform the stockholders who make
such request of the reasonably estimated costs of preparing and mailing such
notice of meeting and upon payment to the 


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Corporation of such costs, the Secretary shall give notice as required in this
Article to all stockholders entitled to notice of such meeting. Unless
requested by stockholders entitled to cast a majority of all votes entitled to
be cast at the meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of stockholders held during the preceding 12 months. At a special
meeting of stockholders, no business shall be transacted and no corporate action
taken other than that stated in the notice of said meeting unless all of the
stockholders of the Corporation entitled to vote thereat are present in person
or by proxy, in which case any and all business may be transacted at the meeting
even though the meeting is held without notice.

     Section 2.3. PLACE OF MEETINGS. Any annual or special meeting of the
stockholders shall be held at such place within the United States as the Board
of Directors may from time to time designate.

     Section 2.4. NOTICE OF MEETINGS; WAIVER OF NOTICES. Written notice of the
place, date and time of the holding of each annual and special meeting of the
stockholders and the purpose or purposes of each special meeting shall be given
personally or by mail, not less than 10 nor more than 60 days before the date of
such meeting, to each stockholder entitled to notice of the meeting. Notice by
mail shall be deemed to be duly given when deposited in the United States mail
or similar means addressed to the stockholder at the stockholder's address as it
appears on the records of the Corporation, with postage or any fees thereon
prepaid.

     Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting, submit a signed waiver of notice which is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless after the adjournment the Board of Directors shall fix
a new record date for any adjourned meeting or the adjournment is for more than
30 days, notice of such adjourned meeting need not be given if the time and
place to which the meeting shall be adjourned is announced at the meeting at
which the adjournment is taken.

     Section 2.5. QUORUM AND ADJOURNMENT. At any meeting of the stockholders,
the holders of a majority in number of shares of stock of the Corporation
entitled to vote at the meeting present in person or by proxy shall constitute
a quorum for the transaction of any business, except as otherwise provided by
statute or by the Articles or these Bylaws. A meeting of stockholders convened
on the date for which it was called may be adjourned as permitted under the laws
of the State of Maryland. If a quorum shall not be present or represented at
such meeting of stockholders, a majority of the stockholders entitled to vote
thereat present in person or represented by proxy, shall have the power to
adjourn the meeting. At any adjourned session of a meeting at which a quorum
shall be present or represented, any business may be transacted that might have
been transacted at the meeting as originally noticed. The absence from any
meeting of holders of a number of shares of stock of the Corporation which
may be required by the Maryland General Corporation Law (the "MGCL"), the
Investment Company Act of 1940, as amended (the "Investment Company Act") or any
other applicable statute, the Articles, or these Bylaws, for action on any given
matter shall not prevent action at the same meeting on any other matter or
matters 

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which may properly come before the meeting if the holders of the number of
shares of stock of the Corporation required for action on such matters are
present at such meeting in person or by proxy.

     Section 2.6. ORGANIZATION. At each meeting of the stockholders, the
Chairman of the Board, or in his or her absence or inability to act, the Chief
Executive officer, or in his or her absence, the President, shall act as
chairman of the meeting. The Secretary, or in the Secretary's absence or
inability to act, any person appointed by the chairman of the meeting, shall act
as secretary of the meeting and keep the minutes thereof.

     Section 2.7. ORDER OF BUSINESS. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

     Section 2.8. VOTING. Except as otherwise provided by statute or the
Articles, each holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the stockholders to one vote
for every share of such stock outstanding in the name of such stockholder on the
record of stockholders of the Corporation as of the record date determined
pursuant to Article X hereof.

     Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date thereof, unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that it is
irrevocable and where an irrevocable proxy is permitted by law. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged on or prior to its exercise. Except as otherwise provided by
applicable law, the Articles or these Bylaws, any corporate action to be taken
by vote of the stockholders shall be authorized by a majority of the total votes
cast at a meeting of stockholders by the stockholders present in person or
represented by proxy and entitled to vote on such action.

     Section 2.9. INSPECTORS OF ELECTION. In advance of any meeting of the
stockholders, the Board of Directors may appoint inspectors of election to act
at the meeting or any adjournment thereof (the "Inspectors of Election"). If
Inspectors of Election are not so appointed, the chairman, if any, of any
meeting of the stockholders may, and on the request of any stockholder or his or
her proxy shall, appoint Inspectors of Election of the meeting. The number of
Inspectors of Election shall be either one or more. If appointed at the meeting
on the request of one or more stockholders or proxies, a majority of votes cast
shall determine whether one or more Inspectors of Election are to be appointed,
but failure to allow such determination by the stockholders shall not affect the
validity of the appointment of Inspectors of Election. In case any person
appointed as Inspector of Election fails to appear or fails or refuses to act,
the vacancy may be filled by appointment made by the Board of Directors in
advance of the convening of the meeting or at the meeting by the person acting
as chairman. Inspectors, before entering upon the discharge of their duties, I
shall and sign an oath to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of their ability.
The Inspectors of Election shall determine the number of outstanding shares of
stock owned by stockholders, the voting power of 

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each, the shares of stock represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies, shall receive votes,
ballots or consents, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count and tabulate
all votes or consents, determine the results, and do such other acts as may be
proper to conduct the election or vote with fairness to all stockholders. If
there are three or more Inspectors of Election, the decision, act or certificate
of a majority is effective in all respects as the decision, act or certificate
of all. On request of the chairman, if any, of the meeting, or of any
stockholder or his or her proxy, the Inspectors of Election shall make a report
in writing of any challenge or question or matter determined by them and shall
execute a certificate of any facts found by them. No director or candidate for
office of director shall act as inspector of an election of directors.
Inspectors of Election need not be stockholders.

     Section 2.10. RECORDS OF MEETINGS OF STOCKHOLDERS. At each meeting of the
stockholders there shall be open for inspection the minutes of the last previous
meeting of stockholders and a list of the stockholders, certified to be true and
correct by the Secretary or other proper agent of the Corporation, as of the
record date of the meeting. Such list of stockholders shall contain the name of
each stockholder in alphabetical order, the stockholder's address and shares of
stock owned by such stockholder.

     Section 2.11. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.11 and on the record date for the
determination of stockholders entitled to vote at such meeting, and (ii) who
complies with the notice procedures set forth in this Section 2.11.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation, in
the case of an annual meeting or special meeting, not less than 60 days nor more
than 90 days prior to the date of the meeting; provided, however, that in the
event that less than 70 days notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholders in
order to be timely must be so received not later than the close of business on
the tenth day following the day on which such notice of the date of the meeting
was mailed or such public disclosure of the date of the meeting was made,
whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or 

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employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the person, and (iv) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder; and (b)
as to the stockholder giving notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.

     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this
Section 2.11. If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

     Section 2.12. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT A
STOCKHOLDER MEETING. No business may be transacted at any meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (c) otherwise properly brought before
the meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 2.12
and on the record date for the determination of stockholders entitled to vote at
such meeting, and (ii) who complies with the notice procedures set forth in this
Section 2.12.

     In addition to any other applicable requirements, for business to be
properly brought before a meeting by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the Secretary of the
Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the date of the stockholder
meeting; provided, however, that in the event that less than 70 days notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of 


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business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure of the date of the
meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the
stockholder meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business, and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

     No business shall be conducted at any meeting of stockholders except
business brought before the meeting in accordance with the procedures set forth
in this Section 2.12; provided, however, that once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 2.12 shall be deemed to preclude discussion by any stockholder of
any such business. If the chairman of any stockholder meeting determines that
business was not properly brought before the meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.


                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1. MANAGEMENT OF THE CORPORATION. The property, business and
affairs of the Corporation shall be managed under the direction of its Board of
Directors, and all of the powers of the Corporation may be exercised by or under
authority of the Board of Directors except as conferred upon or reserved to the
stockholders by law, by the Articles or by these Bylaws.

     Section 3.2. NUMBER OF DIRECTORS. The authorized number of directors of the
Corporation shall, until further action is taken by the Board of Directors, be
nine. By vote of a majority of the entire Board of Directors, the number of
directors fixed by the Articles or by these Bylaws may be increased or decreased
from time to time up to a maximum of nine, but shall never be less than three.

     Section 3.3. TENURE AND CLASSES OF DIRECTORS. The directors shall initially
be divided into five classes, designated Class I, Class II, Class III, Class IV
and Class V. All classes shall be as nearly equal in number as possible, and the
directors as initially classified shall hold office for terms as follows: the
Class I directors shall hold office until the date of the annual meeting of
stockholders in 2003 or until their successors shall be elected and qualified;
the Class II directors shall hold office until the date of the annual meeting of
stockholders in 1999 or until their successors shall be elected 


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and qualified; the Class III directors shall hold office until the date of the
annual meeting of stockholders in 2000 or until their successors shall be
elected and qualified; the Class IV directors shall hold office until the date
of the annual meeting in 2001 or until their successors shall be elected and
qualified; and the Class V director shall hold office until the date of the
annual meeting in 2002 or until their successors shall be elected and qualified.
Upon expiration of the term of office of each class as set forth above, the
directors in each such class shall be elected for a term of five years to
succeed the directors whose terms of office expire. Each director shall hold
office until the expiration of his or her term and until his or her successor
shall have been elected and qualified, or until his or her earlier death,
resignation or removal.

     Section 3.4. VACANCIES. Except as otherwise required by the Investment
Company Act, any vacancy occurring in the Board of Directors for any cause other
than by reason of an increase in the number of directors may be filled by a
majority of the remaining members of the Board of Directors, although such
majority is less than a quorum. Any vacancy occurring by reason of an increase
in the number of directors may be filled by an action of a majority of the
entire Board of Directors. 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 a successor is elected and qualified. If at any time less
than 50% of all directors holding office were elected by the stockholders, a
meeting of the stockholders must be held within 60 days to fill vacancies.

     At any annual meeting of stockholders, stockholders shall be entitled to
elect directors to fill any vacancies in the Board of Directors that have arisen
since the preceding annual meeting of stockholders (whether or not any such
vacancy has been filled by election of a new director by the Board of Directors)
and any director not elected by the stockholders shall hold office until his or
her successor shall be elected and shall qualify.

     Section 3.5. REMOVAL. Any director may be removed in the manner provided by
Article FIFTH of the Articles of Incorporation of the Corporation.

     Section 3.6. COMPENSATION OF DIRECTORS. Directors may receive compensation
for services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.

     Section 3.7. POWER TO ISSUE AND SELL STOCK. The Board of Directors may from
time to time authorize by resolution the issuance and sale of any of the
Corporation's authorized shares of stock to such persons as the Board of
Directors shall deem advisable.

     Section 3.8. POWER TO DECLARE DIVIDENDS. The Board of Directors, from time
to time as it may deem advisable, may declare and the Corporation may pay
dividends, in cash, property, or shares of stock of the Corporation, out of any
source available for dividends, to the stockholders according to their
respective rights and interests.


                                   ARTICLE IV


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                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1. PLACE OF MEETINGS. Meetings of the Board of Directors, regular
or special, may be held at any place in or out of the State of Maryland as the
Board of Directors may from time to time determine or as shall be specified in
the notice of such meeting.

     Section 4.2. ANNUAL MEETINGS. The first meeting of each newly elected Board
of Directors shall be held as soon as practicable after the meeting of
stockholders at which the directors were elected or, in the absence of such
annual stockholders' meeting, at such time and place as the Board of Directors
may provide. No notice of such meeting shall be necessary, if held immediately
after the adjournment, and at the site, of the meeting of stockholders.

     Section 4.3. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     Section 4.4. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held upon the call of the Chairman of the Board, the Chief Executive
Officer or the President, at such time, on such day and at such place, as
shall be designated in the notice of the meeting.

     Section 4.5. NOTICE. Notice of every special meeting shall be given by mail
(which term shall include next business day courier service) or by electronic
transmission (which term shall include cablegram, telecopy or facsimile) or
delivered personally, to each director at his or her business address as set
forth in the records of the Corporation. Such notice shall be delivered not less
than two days preceding the meeting. Notice of a meeting of directors may be
waived before or after any meeting by signed written waiver. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be stated in the notice or waiver of notice of such meeting, and
no notice need be given of action proposed to be taken by written consent. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting.

     Section 4.6. CHAIRMAN OF THE BOARD; RECORDS. The Board of Directors shall
elect a Chairman of the Board from among their number, pursuant to the
provisions of Article V of these Bylaws. Such Chairman of the Board shall act as
chairman at all meetings of the Board of Directors; in his or her absence the
Chief Executive Officer shall act as chairman; in the absence of the Chairman
of the Board and the Chief Executive Officer, the President shall act as
chairman; and, in the absence of the Chairman of the Board, the Chief Executive
Officer and the President, the directors present shall elect one of their number
to act as temporary chairman. The results of all actions taken at a meeting of
the Board of Directors, or by written consent of the directors, shall be
recorded by the Secretary.

     Section 4.7. COMMITTEES. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of two or more
directors, and may delegate to such committees 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 or distributions on stock, to
issue stock, to recommend to stockholders any action that requires 

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stockholders' approval, to fill a vacancy on the Board of Directors, to amend
these Bylaws or to approve any merger or share exchange which does not require
stockholder approval. 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 a member of the Board of Directors to act in the place of such
absent member. Committees shall keep minutes of their proceedings and shall
report the same to the Board of Directors at the meeting next succeeding, and
any action by a committee shall be subject to revisions and alteration by the
Board of Directors, provided that no rights of third persons shall be affected
by any such revision or alteration.

     Section 4.8. QUORUM. At all meetings of the Board of Directors, a majority
of the entire Board of Directors shall constitute a quorum for the transaction
of business and the action of a 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
the General Corporation Law of the State of Maryland, the Articles or these
Bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may by a majority vote adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

     Section 4.9. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted by
the Articles of Incorporation or by these Bylaws, the members of the Board of
Directors or any committee designated by the Board of Directors, may participate
in a meeting of the Board of Directors or such committee, as the case may be, 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.

     Section 4.10. CONSENT OF DIRECTORS IN LIEU OF MEETING. 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 to such
action 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.

                                   ARTICLE V
                                        
                                    OFFICERS

Section 5.1. OFFICERS OF THE CORPORATION; COMPENSATION. The officers of the
Corporation shall be elected by the Board of Directors and shall consist of a
Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a
Treasurer and such other officers or assistant officers, including Vice
Presidents, as may be designated from time to time by the Board of Directors.
Any two or more of the offices may be held by the same person, provided,
however, that no one person may serve as both President and Vice President, if
any, and provided further, that any person who holds more than one office in the
Corporation may not act in more than one capacity to execute, acknowledge or
verify any instrument required by law to be executed, acknowledged or verified
by more than one officer. The Board of Directors may designate a Vice President,
if any, as 

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an Executive Vice President and may designate the order in which any other Vice
Presidents may act. No officer of the Corporation need be a director. The Board
of Directors may determine what, if any, compensation shall be paid to officers
of the Corporation.

     Section 5.2. ELECTION AND TENURE. The Board of Directors shall elect the
Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer
and such other officers as the Board of Directors shall deem necessary or
appropriate in order to carry out the business of the Corporation. The Chairman
of the Board and such officers shall hold office until resignation or removal in
accordance with Section 5.3 and until their successors have been duly elected
and qualified. The Board of Directors may fill any vacancy in or add any
additional officers at any time.

     Section 5.3. REMOVAL OF OFFICERS; RESIGNATION. Any officer may be removed
at any time, with or without cause, by action of a majority of the directors
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby. This provision shall not prevent the making
of a contract of employment for a definite term with any officer and shall have
no effect upon any cause of action which any officer may have as a result of
removal in breach of a contract of employment. Any officer may resign at any
time by notice in writing signed by such officer and delivered or mailed to the
Chairman of the Board of the Chief Executive Officer, and such resignation shall
take effect immediately, or at a later date according to the terms of such
notice in writing.

     Section 5.4. BONDS AND SURETY. Any officer may be required by the Board of
Directors to be bonded for the faithful performance of his or her duties in such
amount and with such sureties as the Board of Directors may determine.

     Section 5.5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if
present, preside at meetings of the stockholders and, if present, meetings of
the Board of Directors of the Corporation. The Chairman of the Board may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments. The Chairman shall, when requested, counsel with and advise
the other officers of the Corporation and shall perform such other duties as
he may agree with the President or as the Board of Directors may from time
to time determine.

     Section 5.6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the chief executive officer of the Corporation, and shall have the powers and
perform the duties incident to that position. Subject to the Board of Directors,
the Chief Executive Officer shall be in general and active charge of the entire
business and affairs of the Corporation, and shall be its chief policy-making
officer. The Chief Executive Officer shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or as provided
in these Bylaws. In the absence of the Chairman of the Board, the Chief
Executive Officer shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors. The Chief Executive Officer shall be, ex
officio, a member of all standing committees. Subject to direction of the Board
of Directors, the Chief Executive Officer shall have the power, in the name and
on behalf of the Corporation, to execute any and all loan documents, contracts,
agreements, deeds, mortgages, and other instruments in writing, and to employ
and discharge employees and agents of the Corporation. Unless otherwise directed
by the Board of Directors, the Chief Executive Officer shall have full authority
and power, 

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on behalf of all of the directors, to attend and to act and to vote, on behalf
of the Corporation at any meetings of business organizations in which the
Corporation holds an interest, or to confer such powers upon any other persons,
by executing any proxies duly authorizing such persons.

     Section 5.7. PRESIDENT AND VICE-PRESIDENTS. The President shall be the
chief operating officer of the Corporation and, subject to the Board of
Directors, shall have general supervision, direction and control of the business
of the Corporation and of its employees and shall exercise such general powers
of management as are usually vested in the office of president of a corporation.
In the absence of the Chairman of the Board and the Chief Executive Officer, the
President shall preside at all meetings of the stockholders and at all meetings
of the Board of Directors. The President shall be, ex officio, a member of all
standing committees. Subject to direction of the Board of Directors, the
President shall have the power, in the name and on behalf of the Corporation, to
execute any and all loan documents, contracts, agreements, deeds, mortgages, and
other instruments in writing, and to employ and discharge employees and agents
of the Corporation. Unless otherwise directed by the Board of Directors, the
President shall have full authority and power, on behalf of all of the
directors, to attend and to act and to vote, on behalf of the Corporation at any
meetings of business organizations in which the Corporation holds an interest,
or to confer such powers upon any other persons, by executing any proxies duly
authorizing such persons. The President shall have such further authorities and
duties as the Board of Directors shall from time to time determine. In the
absence or disability of the President, the Vice Presidents in order of their
rank or the Vice President, if any, designated by the Board of Directors, shall
perform all of the duties of the President, and when so acting shall have all
the powers of and be subject to all of the restrictions upon the President.
Subject to the direction of the Chairman of the Board, the Chief Executive
Officer, the President and the Treasurer, any Vice President shall have the
power in the name and on behalf of the Corporation to execute any and all loan
documents, contracts, agreements, deeds, mortgages and other instruments in
writing, and, in addition, shall have such other duties and powers as shall be
designated from time to time by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer, or the President.

     Section 5.8. SECRETARY. The Secretary shall keep the minutes of all
meetings of, and record all votes of, stockholders, Board of Directors and any
committees of directors, provided that, in the absence or disability of the
Secretary, the Board of Directors may appoint any other person to keep the
minutes of a meeting and record votes. The Secretary shall attest the signature
or signatures of the officer or officers executing any instrument on behalf of
the Corporation. The Secretary shall also perform any other duties commonly
incident to such office in a Maryland corporation and shall have such other
authorities and duties as the Board of Directors shall from time to time
determine.

     Section 5.9. TREASURER. Except as otherwise directed by the Board of
Directors, the Treasurer shall have the general supervision of the monies,
funds, securities, notes receivable and other valuable papers and documents of
the Corporation, and shall have and exercise under the supervision of the Board
of Directors, the Chairman of the Board and the President all powers and duties
normally incident to his or her office. He or she may endorse for deposit or
collection all notes, checks and other instruments payable to the Corporation or
to its order. He or she shall deposit all funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of 

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<PAGE>   12
the Board, the Chief Executive Officer or the President. He or she shall keep
accurate account of the books of the Corporation's transactions which shall be
the property of the Corporation and which, together with all other property of
the Corporation in his or her possession, shall be subject at all times to the
inspection and control of the Board of Directors. Unless the Board of Directors
shall otherwise determine, the Treasurer shall be the principal accounting
officer of the Corporation and shall also be the principal financial officer of
the Corporation. He or she shall have such other duties and authorities as the
Board of Directors shall from time to time determine. Notwithstanding anything
to the contrary herein contained, the Board of Directors may authorize any
adviser or administrator to maintain bank accounts and deposit and disburse
funds on behalf of the Corporation.

     Section 5.10. OTHER OFFICERS AND DUTIES. The Board of Directors may elect
such other officers and assistant officers as they shall from time to time
determine to be necessary or desirable in order to conduct the business of the
Corporation. Assistant officers shall act generally in the absence of the
officer whom they assist and shall assist that officer in the duties of his or
her office. Each officer, employee and agent of the Corporation shall have such
other duties and authority as may be conferred upon him or her by the Board of
Directors or delegated to him or her by the Chairman of the Board, the Chief
Executive Officer or the President.


                                   ARTICLE VI

                             CUSTODY OF SECURITIES

     Section 6.1. EMPLOYMENT OF CUSTODIAN. The Corporation shall have the option
to act as a self-custodian in accordance with the provisions set forth in
Section 17(f) of the Investment Company Act and Rule 17f-2 thereunder or place,
and at all times maintain, in the custody of a custodian (including any
sub-custodian for the custodian) all funds, securities and similar investments
owned by the Corporation. The custodian, if any, (and any sub-custodian) shall
be an institution conforming to the requirements of Section 17(f) of the
Investment Company Act and the rules of the United States Securities and
Exchange Commission (the "Commission") thereunder. The custodian, if any, shall
be appointed from time to time by the Board of Directors which shall fix its
remuneration.

     Section 6.2. APPOINTMENT AND DUTIES. The Board of Directors may at any time
employ a custodian or custodians with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in these Bylaws:

          (1)  to hold the securities owned by the Corporation and deliver the
     same upon written order;

          (2)  to receive and receipt for any moneys due to the Corporation and
     deposit the same in its own banking affiliate or elsewhere as the Board of
     Directors may direct;

          (3)  to disburse such funds upon orders or vouchers;


                                      - 12 -


<PAGE>   13
          (4)  if authorized to do so by the Board of Directors, to keep the
     books and accounts of the Corporation and furnish clerical and accounting
     services; and

          (5)  if authorized to do so by the Board of Directors, to compute the
     net income and net assets of the Corporation;

all upon such basis of compensation as will be agreed upon between the Board of
Directors and the custodian. The Board of Directors may also authorize the
custodian to employ one or more sub-custodians, from time to time, to perform
such of the acts and services of the custodian and upon such terms and
conditions as may be agreed upon between the custodian and such sub-custodian
and approved by the Board of Directors.

     Section 6.3. CENTRAL CERTIFICATE SYSTEM. Subject to such rules, regulations
and orders as the Commission may adopt, the Board of Directors may direct the
custodian to deposit all or any part of the securities owned by the Corporation
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, as amended, or with any
such other person or entity with which the Board of Directors may authorize
deposit in accordance with the Investment Company Act, pursuant to which system
all securities of any particular class or series of any issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities. All such
deposits shall be subject to withdrawal only upon the order of the Corporation.

     Section 6.4. TERMINATION OF CUSTODIAN AGREEMENT. Upon termination of the
custodian agreement, if any, or inability of the custodian to continue to serve,
the Board of Directors shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Board of Director shall call as
promptly as possible a special meeting of the stockholders to determine whether
the Corporation shall function without a custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the outstanding shares of stock
of the Corporation entitled to vote, the custodian shall deliver and pay over
all property of the Corporation held by it as specified in such vote.


                                  ARTICLE VII

                                 CAPITAL STOCK 

     Section 7.1. ISSUANCE OF CERTIFICATES. A certificate or certificates
representing the number of shares of stock of the Corporation owned by
stockholders shall be available upon request to each stockholder. A certificate
shall state (i) the name of the Corporation, (ii) the name of the stockholder or
other person to whom it is issued and (iii) the class of stock and number of
shares represented by the certificate.

     Section 7.2. STOCK LEDGER; TRANSFER OF STOCK. The Corporation shall
maintain at the offices of its transfer agent an original stock ledger
containing the names and addresses of all 


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<PAGE>   14
stockholders and the number of shares of stock held by each stockholder. Such
stock ledger may be in written form or any other form capable of being converted
into written form within a reasonable time for visual inspection.

     The Corporation shall be entitled to recognize the exclusive rights of a
person registered on its books as the owner of shares of stock, and shall not be
bound to recognize any legal, equitable or other claim to or interest in such
shares of stock on the part of any other person, whether or not it shall have
received express or other notice thereof, except as otherwise provided by the
laws of the State of Maryland.

     Transfers of shares of stock of the Corporation shall be made on the stock
records of the Corporation only by the registered holder thereof, or by his or
her attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with the transfer agent or transfer clerk and accompanied
by a duly executed stock transfer power and the payment of all taxes thereon.


                                  ARTICLE VIII

                         INDEMNIFICATION AND INSURANCE

     Section 8.1. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
The Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, agent, partner or
trustee of another corporation, partnership, joint venture, trust or other
enterprise, against all judgments, penalties, fines and settlements and against
all reasonable expenses, including actually incurred by him or her in connection
with such Proceeding to the attorneys' fees, attorneys' fees, actually incurred
by him or her in connection with such Proceeding to the fullest extent permitted
by law, provided that:

          (a)  such person acted in good faith and (i) in the case of conduct in
     such person's official capacity with the Corporation, in a manner he or she
     reasonably believed to be in the best interests of the Corporation and (ii)
     in all other cases, in a manner he or she reasonably believed not opposed
     to the best interests of the Corporation;

          (b)  with respect to any criminal proceeding, such person had no
     reasonable cause to believe his or her conduct was unlawful;

          (c)  unless ordered or permitted by a court, indemnification shall be
     made only as authorized in the specific case upon (i) a determination that
     indemnification of such person is proper in the circumstances because he or
     she has met the applicable standard of conduct set forth in subparagraphs
     (a) and (b) above, and (ii) such other authorizations and determinations as
     may be required by law to be made, by (A) the Board of Directors of the


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<PAGE>   15
     Corporation by the vote of a majority of a quorum consisting of directors
     who are neither "interested persons" of the Corporation as defined in the
     Investment Company Act nor parties to such Proceeding or if such quorum
     cannot be obtained, by a majority vote of a committee of the Board of
     Directors consisting solely of two or more such directors who are duly
     designated to act in the matter by a majority vote of the full Board of
     Directors, or (B) independent legal counsel in a written opinion, which
     counsel shall be selected in accordance with such procedures as may be
     required by law; provided, however, that such counsel shall make only such
     determinations and authorizations as are permitted by law to be made by
     independent counsel, or (C) the stockholders of the Corporation acting in
     accordance with the Articles and the Bylaws of the Corporation and
     applicable law;

          (d)  in the case of a Proceeding by or in the right of the Corporation
     to procure a judgment in its favor, no indemnification shall be made except
     for the payment of expenses reasonably incurred by such person in
     connection therewith; provided, however, that if such person shall have
     been adjudged to be liable for negligence or misconduct in the performance
     of his or her duties to the Corporation, no indemnification shall be made
     with respect to the expense incurred by such person in connection with such
     Proceeding unless, and only to the extent that, the court in which such
     Proceeding is brought, or a court of equity in the county or other local
     jurisdiction in which the Corporation has its principal office, shall
     determine upon application that, despite adjudication of liability but in
     view of all the circumstances of the case, he or she is fairly and
     reasonably entitled to indemnity for such expenses which such court shall
     deem proper; and

          (e)  no indemnification or other protection shall be made or given to
     any director or officer of the Corporation against any liability to the
     Corporation or to its stockholders to which he or she would otherwise be
     subject by reason of willful misfeasance, bad faith, gross negligence or
     reckless disregard of the duties involved in the conduct of their
     respective offices.

     Expenses (including attorneys' fees) incurred in defending a Proceeding
will be paid by the Corporation in advance of the final disposition thereof to
the fullest extent permitted by law.

     The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that such person has not met the applicable
standard of conduct set forth in subparagraphs (a) and (b) above.

     Section 8.2. INSURANCE OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
partner, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in or arising out of his or her position, whether or not
the Corporation would have the power to indemnify him or her against such
liability. However, any insurance purchased will not protect or purport to
protect any officer or director against liabilities for willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.

                                     - 15 -
<PAGE>   16
                                   ARTICLE IX
                                        
                                 CORPORATE SEAL

            The Corporation shall not have or use a corporate seal.
                                        
                                        
                                   ARTICLE X
                                        
                                  RECORD DATE

     The Board of Directors may fix, in advance, a date as the record date for
the purpose of determining stockholders entitled to notice of, or to vote at,
any meeting of stockholders, or stockholders entitled to receive payment of any
dividend or distribution or the allotment of any rights, or in order to make a
determination of stockholders for any other purpose. Such date in any case shall
be not more than 90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken.


                                   ARTICLE XI
                                        
                                 MISCELLANEOUS

     Section 11.1. DEPOSITORIES. In accordance with Article VI of these Bylaws,
the funds of the Corporation shall be deposited in such depositories as the
Board of Directors shall designate and shall be drawn out on checks, drafts or
other orders signed by such officer, officers, agent or agents (including any
adviser or administrator), as the Board of Directors may from time to time
authorize.

     Section 11.2. SIGNATURE. All contracts and other instruments shall be
executed on behalf of the Corporation by such officer, officers, agent or
agents, as provided in these Bylaws or as the Board of Directors may from time
to time by resolution or authorization provide.

     Section 11.3. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year, subject, however, to change from time to time by the
Board of Directors.

     Section 11.4. BOOKS AND RECORDS. The books and records of the Corporation
shall be kept at such places as the Board of Directors may determine, provided
however, that the original or a certified copy of these Bylaws, including any
amendments thereto, shall be kept at the Corporation's principal executive
office.

                                      - 16 -

<PAGE>   17

     Section 11.5. NET ASSET VALUE. The value of the Corporation's net assets
shall be determined at such times and by such method as set forth in the
Corporation's Articles of Incorporation.

                                  ARTICLE XII
                                        
                              AMENDMENT OF BYLAWS

     Section 12.1 AMENDMENT AND REPEAL OF BYLAWS. Except to the extent that any
amendment or alteration of these Bylaws would conflict with the provisions in
ARTICLE TWELFTH of the Articles, the Board of Directors shall have the power to
alter, amend or repeal these Bylaws or adopt new bylaws at any time.  The Board
of Directors shall in no event adopt bylaws that are in conflict with the
Articles, the General Laws of the State of Maryland,  the Investment Company Act
or other applicable federal securities laws.



 

 
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