TECHNOLOGY INVESTMENT CAPITAL CORP.
                       -----------------------------------
 
                           AMENDED AND RESTATED BYLAWS
 
                                    ARTICLE I
 
                                     OFFICES
 
     Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the
State of Maryland shall be located at such place as the Board of Directors may
designate.
 
     Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices,
including a principal executive office, at such places as the Board of Directors
may from time to time determine or the business of the Corporation may require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
     Section 1. PLACE. All meetings of stockholders shall be held at the
principal executive office of the Corporation or at such other place as shall be
set by the Board of Directors and stated in the notice of the meeting.
 
     Section 2. ANNUAL MEETING. Commencing with the 2004 annual meeting of
stockholders of the Corporation, an annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers of
the Corporation shall be held on a date and at the time set by the Board of
Directors during the month of April of each year.
 
                  Section 3.        SPECIAL MEETINGS.
 
                  (a) General. The Chairman of the Board, the president or the
Board of Directors may call a special meeting of the stockholders. Subject to
subsection (b) of this Section 3, a special meeting of stockholders shall also
be called by the secretary of the Corporation upon the written request of the
stockholders entitled to cast not less than a majority of all the votes entitled
to be cast at such meeting.
 
                  (b) Stockholder Requested Special Meetings. (1) Any
stockholder of record seeking to have stockholders request a special meeting
shall, by sending written notice to the secretary (the "Record Date Request
Notice") by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to request
a special meeting (the "Request Record Date"). The Record Date Request Notice
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it, shall be signed by one or more stockholders of record as of the date
of signature (or their duly authorized agents), shall bear the date of signature
of each such stockholder (or such agent) and shall set forth all information
relating to each such stockholder that must be disclosed in solicitations of
proxies for election of directors in an election contest (even if an election
contest is not involved), or is otherwise required, in each case
 
 
 
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pursuant to Regulation 14A (or any successor provision) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon receiving
the Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date shall not precede and shall not be more than ten
days after the close of business on the date on which the resolution fixing the
Request Record Date is adopted by the Board of Directors. If the Board of
Directors, within ten days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date
and make a public announcement of such Request Record Date, the Request Record
Date shall be the close of business on the tenth day after the first date on
which the Record Date Request Notice is received by the secretary.
 
     (2) In order for any stockholder to request a special meeting, one or more
written requests for a special meeting signed by stockholders of record (or
their duly authorized agents) as of the Request Record Date entitled to cast not
less than a majority (the "Special Meeting Percentage") of all of the votes
entitled to be cast at such meeting (the "Special Meeting Request") shall be
delivered to the secretary. In addition, the Special Meeting Request shall set
forth the purpose of the meeting and the matters proposed to be acted on at it
(which shall be limited to the matters set forth in the Record Date Request
Notice received by the secretary), shall bear the date of signature of each such
stockholder (or such agent) signing the Special Meeting Request, shall set forth
the name and address, as they appear in the Corporation's books, of each
stockholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class, series and number of all shares of stock of the
Corporation which are owned by each such stockholder, and the nominee holder
for, and number of, shares owned beneficially but not of record, shall be sent
to the secretary by registered mail, return receipt requested, and shall be
received by the secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the secretary.
 
     (3) The secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by subsection
(b)(2) of this Section 3, the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
 
     (4) Except as provided in the next sentence, any special meeting shall be
held at such place, date and time as may be designated by the Chairman of the
Board, the president or the Board of Directors, whoever has called the meeting.
In the case of any special meeting called by the secretary upon the request of
stockholders (a "Stockholder Requested Meeting"), such meeting shall be held at
such place, date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder Requested Meeting shall be
not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and provided further that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting Request
is actually received by the secretary (the "Delivery Date"), a date and time for
a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 90th day after the Meeting Record Date or, if such 90th day is
not a Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors
 
 
 
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fails to designate a place for a Stockholder Requested Meeting within ten
days after the Delivery Date, then such meeting shall be held at the principal
executive office of the Corporation. In fixing a date for any special meeting,
the Chairman of the Board, the president or the Board of Directors may consider
such factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters to
be considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an annual meeting or a special
meeting. In the case of any Stockholder Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days after
the Delivery Date, then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date.
 
     (5) If written revocations of requests for the special meeting have been
delivered to the Secretary and the result is that stockholders of record (or
their agents duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the Secretary, the Secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a request for
the special meeting, or (ii) if the notice of meeting has been mailed and if the
Secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting written notice of any revocation of a request for
the special meeting and written notice of the Secretary's intention to revoke
the notice of the meeting, revoke the notice of the meeting at any time before
ten days before the commencement of the meeting. Any request for a special
meeting received after a revocation by the Secretary of a notice of a meeting
shall be considered a request for a new special meeting.
 
     (6) The Board of Directors, the Chairman of the Board or the president may
appoint independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial review of the
validity of any purported Special Meeting Request received by the secretary. For
the purpose of permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the secretary until
the earlier of (i) five Business Days after receipt by the secretary of such
purported request and (ii) such date as the independent inspectors certify to
the Corporation that the valid requests received by the secretary represent at
least the Special Meeting Percentage. Nothing contained in this subsection (6)
shall in any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).
 
     (7) For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or other day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.
 
     Section 4. NOTICE OF MEETINGS. Written or printed notice of the purpose or
purposes, in the case of a special meeting, and of the time and place of every
meeting
 
 
                                      -3-
 
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of the stockholders shall be given by the secretary of the Corporation to
each stockholder of record entitled to vote at the meeting, by either placing
the notice in the mail, delivering it by overnight delivery service or
transmitting the notice by electronic mail or any other electronic means at
least ten days, but not more than 90 days, prior to the date designated for the
meeting, addressed to each stockholder at such stockholder's address appearing
on the books of the Corporation or supplied by the stockholder to the
Corporation for the purpose of notice. The notice of any meeting of stockholders
may be accompanied by a form of proxy approved by the Board of Directors in
favor of the actions or persons as the Board of Directors may select. Notice of
any meeting of stockholders shall be deemed waived by any stockholder who
attends the meeting in person or by proxy or who before or after the meeting
submits a signed waiver of notice that is filed with the records of the meeting.
 
     Any business of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice of such
meeting, except such business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of stockholders
except as specifically designated in the notice of such meeting.
 
     Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of
the meeting or, in the absence of such appointment, by the Chairman of the
Board, if any, or, in the case of a vacancy in the office or absence of the
Chairman of the Board, by one of the following officers present at the meeting:
the Vice Chairman of the Board, if any, the president, any Vice president, the
secretary, the Treasurer or, in the absence of such officers, a chairman chosen
by the stockholders by the vote of a majority of the votes cast by stockholders
present in person or by proxy. The secretary or, in the secretary's absence, an
assistant secretary or, in the absence of both the secretary and assistant
secretaries, an individual appointed by the Board of Directors or, in the
absence of such appointment, an individual appointed by the chairman of the
meeting shall act as secretary. In the event that the secretary presides at a
meeting of the stockholders, an assistant secretary, or, in the absence of
assistant secretaries, an individual appointed by the Board of Directors or the
chairman of the meeting, shall record the minutes of the meeting. The order of
business and all other matters of procedure at any meeting of stockholders shall
be determined by the chairman of the meeting. The chairman of the meeting may
prescribe such rules, regulations and procedures and take such action as, in the
discretion of such chairman, are appropriate for the proper conduct of the
meeting, including, without limitation, (a) restricting admission to the time
set for the commencement of the meeting; (b) limiting attendance at the meeting
to stockholders of record of the Corporation, their duly authorized proxies or
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized proxies
or other such individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless
 
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otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
 
     Section 6. QUORUM. The presence in person or by proxy of the holders of
shares of stock of the Corporation entitled to cast a majority of the votes
entitled to be cast (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any such matter that, under
applicable statutes or regulatory requirements, requires approval by a separate
vote of one or more classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast a majority of the votes entitled
to be cast by each such class on such a matter shall constitute a quorum.
 
     If, however, such quorum shall not be present at any meeting of the
stockholders, the chairman of the meeting or the stockholders entitled to vote
at such meeting, present in person or by proxy, shall have the power to adjourn
the meeting from time to time to a date not more than 120 days after the
original record date without notice other than announcement at the meeting. At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
 
     The stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
 
     Section 7. VOTING. Directors shall be elected by the affirmative vote of
the holders of a majority of the shares of stock outstanding and entitled to
vote thereon. Each share may be voted for as many individuals as there are
directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter of the Corporation. Unless
otherwise provided in the charter, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.
 
     Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by
the shares of stock owned of record by the stockholder in person or by proxy
executed by the stockholder or by the stockholder's duly authorized agent in any
manner permitted by law. Such proxy or evidence of authorization of such proxy
shall be filed with the secretary of the Corporation before or at the meeting.
No proxy shall be valid more than eleven months after its date unless otherwise
provided in the proxy.
 
     Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a
 
                                      -5-
 
<PAGE>
 
 
partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.
 
     Shares of stock of the Corporation directly or indirectly owned by it shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a fiduciary capacity, in which case they may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.
 
     The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.
 
     Section 10. INSPECTORS. The Board of Directors, in advance of any meeting,
may, but need not, appoint one or more individual inspectors or one or more
entities that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting or at the meeting by the chairman of the meeting. The inspectors,
if any, shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, and determine
the result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. Each such report shall be in writing and signed by
him or her or by a majority of them if there is more than one inspector acting
at such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
 
     Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER
STOCKHOLDER PROPOSALS.
 
                                      -6-
<PAGE>
 
     (a) Annual Meetings of Stockholders. (1) Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a stockholder of record both at the time of giving of notice provided for in
this Section 11(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who has complied with this Section 11(a).
 
     (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of subsection (a)(1) of
this Section 11, the stockholder must have given timely notice thereof in
writing to the secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder's notice shall set forth all information required under this Section
11 and shall be delivered to the secretary at the principal executive office of
the Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the date of mailing of the notice for the preceding year's annual
meeting; provided, however, that in the event that the date of the mailing of
the notice for the annual meeting is advanced or delayed by more than 30 days
from the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 120th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for such annual
meeting or the tenth day following the day on which public announcement of the
date of mailing of the notice for such meeting is first made. In no event shall
the public announcement of a postponement or adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (i) as to each individual whom
the stockholder proposes to nominate for election or reelection as a director,
(A) the name, age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the Corporation that
are beneficially owned by such individual and the date such shares were acquired
and the investment intent of such acquisition, (C) whether such stockholder
believes any such individual is, or is not, an "interested person" of the
Corporation, as defined in the Investment Company Act of 1940, as amended, and
the rules promulgated thereunder (the "Investment Company Act") and information
regarding such individual that is sufficient, in the discretion of the Board of
Directors or any committee thereof or any authorized officer of the Corporation,
to make such determination and (D) all other information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Exchange Act and the rules thereunder
(including such individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to any
other business that the stockholder proposes to bring before the meeting, a
description of the business desired to be brought before the meeting, the
reasons for proposing such business at the meeting and any material interest in
such business of such stockholder and any Stockholder Associated Person (as
defined below), individually or in the aggregate, including any anticipated
benefit to the stockholder and any Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice and any Stockholder
 
                                      -7-
<PAGE>
 
Associated Person, the class, series and number of all shares of stock of
the Corporation which are owned beneficially by such stockholder and by such
Stockholder Associated Person, if any, (iv) as to the stockholder giving the
notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of
this Section 11(a)(2), the name and address of such stockholder, as they appear
on the Corporation's stock ledger and current name and address, if different,
and of such Stockholder Associated Person and (v) to the extent known by the
stockholder giving the notice, the name and address of any other stockholder
supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholder's notice.
 
     (3) Notwithstanding anything in this Section 11(a) to the contrary, in the
event the Board of Directors increases or decreases the number of directors in
accordance with Article III, Section 2 of these Bylaws, and there is no public
announcement of such action at least 100 days prior to the first anniversary of
the date of mailing of the notice for the preceding year's annual meeting, a
stockholder's notice required by this Section 11(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the principal executive
office of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.
 
     (4) For purposes of this Section 11, "Stockholder Associated Person" of any
stockholder shall mean (i) any person controlling, directly or indirectly, or
acting in concert with, such stockholder, (ii) any beneficial owner of shares of
stock of the Corporation owned of record or beneficially by such stockholder and
(iii) any person controlling, controlled by or under common control with such
Stockholder Associated Person.
 
     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 11 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 11. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a director as specified in the Corporation's
notice of meeting, if the stockholder's notice required by subsection (a)(2) of
this Section 11 shall be delivered to the secretary at the principal executive
office of the Corporation not earlier than the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
 
                                      -8-
<PAGE>
 
special meeting commence a new time period for the giving of a stockholder's
notice as described above.
 
     (c) General. (1) Upon written request by the secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 11. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was requested may
be deemed not to have been provided in accordance with this Section 11.
 
     (2) Only such individuals who are nominated in accordance with this Section
11 shall be eligible for election as directors, and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with this Section 11. The chairman of the meeting shall
have the power to determine whether a nomination or any other business proposed
to be brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 11.
 
     (3) For purposes of this Section 11, (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (ii) in a document publicly filed
by the Corporation with the Securities and Exchange Commission pursuant to the
Exchange Act or the Investment Company Act.
 
     (4) Notwithstanding the foregoing provisions of this Section 11, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 11. Nothing in this Section 11 shall be deemed
to affect any right of a stockholder to request inclusion of a proposal in, nor
the right of the Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.
 
     Section 12. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any stockholder shall
demand that voting be by ballot.
 
     Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other
provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7
of the Maryland General Corporation Law (the "MGCL"), or any successor statute,
shall not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at any time,
whether before or after an acquisition of control shares
 
 
 
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     and, upon such repeal, may, to the extent provided by any successor bylaw,
apply to any prior or subsequent control share acquisition.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
     Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.
 
     Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at
any special meeting called for that purpose, a majority of the entire Board of
Directors may establish, increase or decrease the number of directors, provided
that the number thereof shall never be less than the minimum number required by
the MGCL, nor more than 12, and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of directors.
 
     Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors. Regular meetings of the Board of
Directors shall be held from time to time at such places and times as provided
by the Board of Directors by resolution, without notice other than such
resolution.
 
     Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the chairman of the Board of Directors, the
president or by a majority of the directors then in office. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them. The Board of Directors may provide, by resolution, the time and
place for the holding of special meetings of the Board of Directors without
notice other than such resolution.
 
     Section 5. NOTICE. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her
business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the director and receipt of a
completed answer-back indicating
 
 
                                      -10-
 
<PAGE>
 
receipt. Notice by United States mail shall be deemed to be given when
deposited in the United States mail properly addressed, with postage thereon
prepaid. Notice by courier shall be deemed to be given when deposited with or
delivered to a courier properly addressed. Neither the business to be transacted
at, nor the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in the notice, unless specifically required by statute
or these Bylaws.
 
     Section 6. QUORUM. A majority of the directors shall constitute a quorum
for transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the charter of
the Corporation or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum must also include a majority of such
group.
 
     The directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.
 
     Section 7. VOTING. The action of the majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable statute or the charter. If enough directors have withdrawn
from a meeting to leave less than a quorum but the meeting is not adjourned, the
action of the majority of the directors still present at such meeting shall be
the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable statute or the charter.
 
     Section 8. ORGANIZATION. At each meeting of the Board of Directors, the
chairman of the board or, in the absence of the chairman, the vice chairman of
the board, if any, shall act as Chairman. In the absence of both the chairman
and vice chairman of the board, the chief executive officer or in the absence of
the chief executive officer, the president or in the absence of the president, a
director chosen by a majority of the directors present, shall act as Chairman.
The secretary or, in his or her absence, an assistant secretary of the
Corporation, or in the absence of the secretary and all assistant secretaries, a
person appointed by the Chairman, shall act as secretary of the meeting.
 
     Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time;
provided however, this Section 9 does not apply to any action of the directors
pursuant to the Investment Company Act, that requires the vote of the directors
to be cast in person at a meeting. Participation in a meeting by these means
shall constitute presence in person at the meeting.
 
     Section 10. WRITTEN CONSENT BY DIRECTORS. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if a consent in writing to such action is signed by each director and
such written consent is filed
 
                                      -11-
 
 
<PAGE>
 
with the minutes of proceedings of the Board of Directors; provided however,
this Section 10 does not apply to any action of the directors pursuant
to the Investment Company Act, that requires the vote of the directors to be
cast in person at a meeting.
 
     Section 11. VACANCIES. If for any reason any or all the directors cease to
be directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to
the Corporation's election in Article V of the charter, subject to applicable
requirements of the Investment Company Act, except as may be provided by the
Board of Directors in setting the terms of any class or series of preferred
stock, (a) any vacancy on the Board of Directors may be filled only by a
majority of the remaining directors, even if the remaining directors do not
constitute a quorum and (b) any director elected to fill a vacancy shall serve
for the remainder of the full term of the class in which the vacancy occurred
and until a successor is elected and qualifies.
 
     Section 12. COMPENSATION. Directors shall not receive any stated salary for
their services as directors but, by resolution of the Board of Directors, may
receive compensation per year and/or per meeting and/or per visit to real
property or other facilities owned or leased by the Corporation and for any
service or activity they performed or engaged in as directors. Directors may be
reimbursed for expenses of attendance, if any, at each annual, regular or
special meeting of the Board of Directors or of any committee thereof and for
their expenses, if any, in connection with each property visit and any other
service or activity they performed or engaged in as directors; but nothing
herein contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.
 
     Section 13. LOSS OF DEPOSITS. No director shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or stock have been
deposited.
 
     Section 14. SURETY BONDS. Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance of
any of his or her duties.
 
     Section 15. RELIANCE. Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.
 
                                      -12-
<PAGE>
 
                                   ARTICLE IV
 
                                   COMMITTEES
 
     Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may
appoint from among its members an Executive Committee, an Audit Committee, a
Nominating Committee and other committees, composed of one or more directors, to
serve at the pleasure of the Board of Directors.
 
     Section 2. POWERS. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.
 
     Section 3. MEETINGS. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or, in
the absence of a chairman, any two members of any committee (if there are at
least two members of the Committee) may fix the time and place of its meeting
unless the Board shall otherwise provide. In the absence of any member of any
such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.
 
     Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.
 
     Section 5. WRITTEN CONSENT BY COMMITTEES. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
member of the committee and such written consent is filed with the minutes of
proceedings of such committee.
 
     Section 6. VACANCIES. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee. Subject to the
power of the Board of Directors, the members of the committee shall have the
power to fill any vacancies on the committee.
 
                                      -14-
<PAGE>
 
                                    ARTICLE V
 
                                    OFFICERS
 
     Section 1. GENERAL PROVISIONS. The officers of the Corporation shall
include a president, a secretary and a treasurer and may include a chief
executive officer, one or more vice presidents, a chief operating officer, a
chief financial officer, one or more assistant secretaries and one or more
assistant treasurers. In addition, the Board of Directors may from time to time
elect such other officers with such powers and duties as it shall deem necessary
or desirable. The Board of Directors may designate a Chairman of the Board and a
Vice Chairman of the Board, who shall not be officers of the Corporation but
shall have such powers and duties as determined by the Board of Directors from
time to time. The officers of the Corporation shall be elected annually by the
Board of Directors, except that the chief executive officer or president may
from time to time appoint one or more vice presidents, assistant secretaries,
assistant treasurers or other officers. Each officer shall hold office until his
or her successor is elected and qualifies or until death, resignation or removal
in the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. Election of an officer or agent
shall not of itself create contract rights between the Corporation and such
officer or agent.
 
     Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation
may be removed, with or without cause, by the Board of Directors if in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officer of the Corporation may resign at any time by giving
written notice of his or her resignation to the Board of Directors, the chairman
of the board, the president or the secretary. Any resignation shall take effect
immediately upon its receipt or at such later time specified in the notice of
resignation. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation. Such resignation shall be
without prejudice to the contract rights, if any, of the Corporation.
 
     Section 3. VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.
 
     Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a
chief executive officer. In the absence of such designation, the president shall
be the chief executive officer of the Corporation. The chief executive officer
shall have general responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the management of
the business and affairs of the Corporation.
 
     Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a
chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.
 
                                      -14-
<PAGE>
 
     Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a
chief financial officer. The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.
 
     Section 7. PRESIDENT. In the absence of a designation of a chief executive
officer by the Board of Directors, the president shall be the chief executive
officer. He or she may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise executed;
and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the Board of Directors from time to
time.
 
     Section 8. VICE PRESIDENTS. In the absence of the president or in the event
of a vacancy in such office, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their election or, in the absence of any designation, then in the order of
their election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to such vice president by the president or by the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive
vice president or as vice president for particular areas of responsibility.
 
     Section 9. SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e)
have general charge of the stock transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him by
the chief executive officer, the president or by the Board of Directors.
 
     Section 10. TREASURER. The treasurer shall have the custody of the funds
and securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. In the absence of a designation of a chief financial officer by the
Board of Directors, the treasurer shall be the chief financial officer of the
Corporation.
 
     The treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the president and Board of Directors, at the regular meetings of
the Board of Directors or whenever it may so require, an account of all his or
her transactions as treasurer and of the financial condition of the Corporation.
 
                                      -15-
<PAGE>
 
     If required by the Board of Directors, the treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his or her control belonging to the Corporation.
 
     Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if required
by the Board of Directors, give bonds for the faithful performance of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.
 
                                   ARTICLE VI
 
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
 
     Section 1. CONTRACTS. The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances. Any agreement, deed, mortgage, lease or other
document shall be valid and binding upon the Corporation when authorized or
ratified by action of the Board of Directors and executed by an authorized
person.
 
     Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or agent of the Corporation in
such manner as shall from time to time be determined by the Board of Directors.
 
     Section 3. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
designate.
 
                                   ARTICLE VII
 
                                      STOCK
 
     Section 1. CERTIFICATES; REQUIRED INFORMATION. In the event that the
Corporation issues shares of stock represented by certificates, such
certificates shall be signed by the officers of the Corporation in the manner
permitted by the MGCL and contain the statements and information required by the
MGCL. In the event that the Corporation issues shares of stock without
certificates, the Corporation shall provide to holders of such shares a written
statement of the information required by the MGCL to be included on stock
certificates.
 
<PAGE>
 
     Section 2. TRANSFERS WHEN CERTIFICATES ISSUED. Upon surrender to the
Corporation or the transfer agent of the Corporation of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
 
     The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.
 
     Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the charter of the Corporation and all of the
terms and conditions contained therein.
 
     Section 3. REPLACEMENT CERTIFICATE. The president, the secretary, the
treasurer or any officer designated by the Board of Directors may direct a new
certificate to be issued in place of any certificate previously issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing the issuance of a new certificate, an officer
designated by the Board of Directors may, in his or her discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or the owner's legal representative to advertise
the same in such manner as he or she shall require and/or to give bond, with
sufficient surety, to the Corporation to indemnify it against any loss or claim
which may arise as a result of the issuance of a new certificate.
 
     Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
determining stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders of record is to be held or taken.
 
     In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but not longer than
20 days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days before the date of such meeting.
 
     If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) the record date for the determination of
stockholders entitled
 
 
 
                                      -17-
 
 
<PAGE>
 
 
to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day on which the notice of meeting is mailed or the 30th day
before the meeting, whichever is the closer date to the meeting; and (b) the
record date for the determination of stockholders entitled to receive payment of
a dividend or an allotment of any other rights shall be the close of business on
the day on which the resolution of the directors, declaring the dividend or
allotment of rights, is adopted.
 
     When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.
 
     Section 5. STOCK LEDGER. The Corporation shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.
 
     Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may
issue fractional stock or provide for the issuance of scrip, all on such terms
and under such conditions as they may determine. Notwithstanding any other
provision of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation. Any security issued in a
unit shall have the same characteristics as any identical securities issued by
the Corporation, except that the Board of Directors may provide that for a
specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.
 
                                  ARTICLE VIII
 
                                 ACCOUNTING YEAR
 
     The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.
 
                                   ARTICLE IX
 
                                  DISTRIBUTIONS
 
     Section 1. AUTHORIZATION. Dividends and other distributions upon the stock
of the Corporation may be authorized by the Board of Directors, subject to the
provisions of law and the charter of the Corporation. Dividends and other
distributions may be paid in cash, property or stock of the Corporation, subject
to the provisions of law and the charter.
 
                                      -18-
<PAGE>
 
     Section 2. CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve.
 
                                    ARTICLE X
 
                                      SEAL
 
     Section 1. SEAL. The Board of Directors may authorize the adoption of a
seal by the Corporation. The seal shall contain the name of the Corporation and
the year of its incorporation and the words "Incorporated Maryland." The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof.
 
     Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law, rule or regulation relating to a seal to place the word "(SEAL)"
adjacent to the signature of the person authorized to execute the document on
behalf of the Corporation.
 
                                   ARTICLE XI
 
                     INDEMNIFICATION AND ADVANCE OF EXPENSES
 
     To the maximum extent permitted by Maryland law and the Investment Company
Act, in effect from time to time, the Corporation shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a present or former
director or officer of the Corporation and who is made a party to the proceeding
by reason of his or her service in that capacity or (b) any individual who,
while a director of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his or her service in that capacity. The Corporation
may, with the approval of its Board of Directors, provide such indemnification
and advance for expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.
 
     Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or charter of the Corporation
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.
 
                                      -19-
<PAGE>
 
     No provision of this Article XI shall be effective to protect or purport to
protect any director or officer of the Corporation against liability to the
Corporation or its stockholders to which he or she would otherwise be subject by
reason of willfulness misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
 
 
                                   ARTICLE XII
 
                                WAIVER OF NOTICE
 
                  Whenever any notice is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such
person attends a meeting for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or
convened.
 
                                  ARTICLE XIII
 
                              INSPECTION OF RECORDS
 
                  A stockholder who is otherwise eligible under the MGCL to
inspect certain books and records of the Corporation shall have no right to
inspect any such books and records if the Board of Directors determines that
such stockholder has an improper purpose for such inspection.
 
                                   ARTICLE XIV
 
                             INVESTMENT COMPANY ACT
 
                  If and to the extent that any provision of the MGCL,
including, without limitation, Subtitle 6 and, if then applicable, Subtitle 7,
of Title 3 of the MGCL, or any provision of the charter or these Bylaws
conflicts with any provision of the Investment Company Act, the applicable
provision of the Investment Company Act shall control.
 
                                   ARTICLE XV
 
                               AMENDMENT OF BYLAWS
 
                  The Board of Directors shall have the exclusive power to
adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.
 
 
                                      -20-