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CORNERSTONE STRATEGIC VALUE FUND, INC.

BY-LAWS






A Maryland Corporation

Amended and Restated as of February 13, 2002


CORNERSTONE STRATEGIC VALUE FUND, INC.

(A Maryland Corporation)

Amended and Restated as of February 13, 2002


ARTICLE I

NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL

	Section 1.01	Name.  The name of the Corporation is
         CORNERSTONE STRATEGIC VALUE FUND, INC.

Section 1.02	Principal Offices.  The principal office of the
Corporation in the State of Maryland shall be located in the City
of Baltimore.  The Corporation shall also maintain a principal
office in the City of New York, State of New York.  The
Corporation may, in addition, establish and maintain such
other offices and places of business as the Board of
Directors may, from time to time, determine.  [MGCL, 2 108]?

Section 1.03	Seal.  The corporate seal of the Corporation
shall be circular in form and shall bear the name of the
Corporation, the year of its incorporation, and the word
Maryland.? The form of the seal shall be subject to alteration by
the Board of Directors and the seal may be used by causing it or
a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Director of the Corporation shall
have authority to affix the corporate seal of the
Corporation to any document requiring the same.  [MGCL, 1 304]


ARTICLE II

STOCKHOLDERS

Section 2.01	Annual Meetings.  The annual meeting of the
shareholders of the Fund shall be held on a date fixed from
time to time by the Board of Directors within the thirty-one
31) day period ending six (6) months after the end of the
Fund?s fiscal year. An annual meeting may be held at any place
in or out of the State of Maryland as may be determined by
the Board of Directors as shall be designated in the notice
of the meeting and at the time specified by the Board of
Directors. Any business of the Corporation may be transacted
at an annual meeting without being specifically designated
in the notice unless otherwise provided by statute, the
Corporation?s Charter or these By-Laws.  Section 2.02	Special
Meetings.  Special meetings of the Stockholders may be called at
any time by the Chairman of the Board, the President or by any
Vice President, or by a majority of the Board of Directors.
Special meetings of the Stockholders shall be called by the
Secretary upon the written request of the holders of shares
entitled to not less than twenty-five 25%) percent of all the
votes entitled to be cast at such meeting, provided that (a) such
request shall state the purpose of such meeting and the matters
proposed to be acted on, and (b) the Stockholders requesting such
meeting shall have paid to the Corporation the reasonably
estimated cost of preparing and mailing the notice
thereof, which the Secretary shall determine and specify to such
Stockholders. No special meeting need be called, upon the request
of the holders of shares entitled to cast less than a majority of
all votes entitled to be cast at such meeting, to consider any
matter which is substantially the same as a matter
voted upon at any special meeting of the Stockholders
held during the preceding twelve (12) months.  [MGCL, 2502]
Section 2.03	Notice of Meetings. The Secretary or an
Assistant Secretary shall cause notice of the place, date and
hour, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, to be mailed, not
less than ten (10) nor more than ninety (90) days before the
date of the meeting, to each Stockholder entitled to vote at
such meeting, at his address as it appears on the records of
the Corporation at the time of such mailing. Notice of any
Stockholders? meeting need not be given to any Stockholder
who shall sign a written waiver of such notice whether
before or after the time of such meeting, which waiver
shall be filed with the record of such meeting, or to

any Stockholder who shall attend such meeting in person
or by proxy. Notice of adjournment of a Stockholders?
meeting to another time (not more than one hundred
twenty (120) days after the original record date) or
place need not be given, if such time and place are
announced at the meeting. Irregularities in the notice
or in the giving thereof as well as the accidental
omission to give notice of any meeting to, or the
non-receipt of any such notice by, any of the
Stockholders shall not invalidate any action taken
by or at any such meeting.  [MGCL, 2 504, 2 511(d)]
Section 2.04	Nominations and Proposals by Stockholders
(a)	Annual Meetings of Stockholders.

(1)	Nominations of persons for election to the Board of
Directors and the proposal of 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 2.04(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 2.04(a).

(2)	For nominations to the Board of Directors or other business
to be properly brought before an annual meeting by a Stockholder
pursuant to clause (iii) of paragraph (a)(1) of this Section
2.04, 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
Stockholders.  To be timely, a Stockholder?s notice must be
delivered to the Secretary at the principal executive office of
the Corporation by not later than the close of business on the
90th day prior to the first anniversary of the date of mailing
of the notice for the preceding years annual meeting nor earlier
than the close of business on the 120th day 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 anniversary date of the 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 close of business on 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 by the Corporation.  In no event shall
the public announcement of a postponement of the mailing of
the notice for such annual meeting or of an adjournment or
postponement of an annual meeting to a later date or time
commence a new time period for the giving of a
Stockholder?s notice described above.  A Stockholder?s
notice to be proper must set forth (i) as to each
person whom the Stockholder proposes to nominate for
election or reelection as a director (A) the name,
age, business address and residence address of such
person, (B) the class and number of shares of stock
of the Corporation that are beneficially owned or owned of record
by such person and (C) all other information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A
(or any successor provision) under the Securities Exchange Act of
1934 (including such person?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 be before the meeting, the reasons for conducting
such business at the meeting and any material interest in such
business of such Stockholder (including any anticipated benefit
to the Stockholder therefrom) and of each beneficial owner, if
any,on whose behalf the proposal is made; and (iii) as to the
Stockholder giving the notice and each beneficial owner, if any,
on whose behalf the nomination or proposal is made, (x) 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 beneficial owner, and (y) the class and
number of shares of stock of the Corporation which are owned
beneficially and of record by such Stockholder and such
beneficial owner.

(3)	Notwithstanding anything in the second sentence of
Paragraph(a)(2) of this Section 2.04 to the contrary, in the
event that the number of directors to be elected to the Board of
Directors is increased and there is no public announcement by the
Corporation of such action or specifying the size of the
increased Board of Directors 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 2.04(a)shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if the notice is delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the tenth day immediately following the day
on which such public announcement is first made by the
Corporation.

(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 persons 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 2.04(b) 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
2.04(b).  In the event the Corporation calls a special meeting of
Stockholders for the purpose of electing one or more directors to
the Board of Directors, any such Stockholder may nominate a
person or persons (as the case may be) for election to such
position as specified in the Corporation?s notice of meeting, if
the Stockholder?s notice containing the information required by
paragraph (a)(2) of this Section 2.04 shall have been delivered
to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on 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
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 special meeting to a later date
or time commence a new time period for the giving of a
Stockholder?s notice as described above.

(c)	General.

(1)	Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.04 shall be eligible to
serve 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 the procedures set forth in this
Section 2.04.  The chairman of the meeting shall have the power
and duty to determine whether a nomination of any other business
proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth
in this Section 2.04 and, if any proposed nomination or other
business is not in compliance with this Section 2.04, to declare
that such nomination or proposal shall be disregarded.

(2)	For purposes of this Section 2.04, (a) the ?date of mailing
of the notice? shall mean the date of the proxy statement for the
solicitation or proxies for election of directors and (b) ?public
announcement? shall mean disclosure (i) in a press release either
transmitted to the principal securities exchange on which shares
of the Corporation?s common stock are traded or reported by a
recognized news service or (ii) in a document publicly filed by
the Corporation with the United States Securities and Exchange
Commission.

(3)	Notwithstanding the foregoing provisions of this Section
2.04, 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 2.04.  Nothing in this Section 2.04 shall be
deemed to affect any right of a Stockholder to requires 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 2.05	Voting - In General.At every Stockholders?
Meeting each Stockholder shall be entitled to one vote for each
share, and a proportionate vote for each portion of a share, of
stock of the Corporation validly issued and outstanding and held
by such Stockholder, except that no shares held by the
Corporation shall be entitled to a vote. Except as otherwise
specifically provided in the Corporation?s Charter or these By-
Laws or as required by provisions of the United States Investment
Company Act of 1940, as amended from time to time, all matters
shall be decided by a vote of the majority of the votes validly
cast. The vote upon any question shall be by ballot whenever
requested by any person entitled to vote, but, unless such a
request is made, voting may be conducted in any way approved by
the meeting. [MGCL, 2 507]

Section 2.06	Stockholders Entitled to Vote.  If, pursuant
to Section 7.05 hereof, a record date has been fixed for the
determination of Stockholders entitled to notice of or to vote
at any Stockholders? meeting, each Stockholder of the Corporation
shall be entitled to vote, in person or by proxy, each share of
stock standing in his name on the books of the Corporation on
such record date and outstanding at the time of the meeting. If
no record date has been fixed for the determination of
Stockholders, the record date for the determination of
Stockholders entitled to notice of or to vote at a meeting of
Stockholders shall be at the close of business on the day on
which notice of the meeting is mailed or the day thirty (30) days
before the meeting, whichever is the closer date to the meeting,
or, if notice is waived by all Stockholders, at the close of
business on the tenth (10th) day next preceding the day on which
the meeting is held. [MGCL,2 511]

Section 2.07	Voting ? Proxies.The right to vote by proxy
shall exist only if the instrument authorizing such proxy to act
shall have been executed in writing by the Stockholder himself or
by his attorney thereunto duly authorized in writing. No proxy
shall be voted on after eleven (11) months from its date unless
it provides for a longer period. Each proxy shall be in writing

subscribed by the Stockholder or his duly authorized attorney
and shall be dated, but need not be sealed, witnessed or
acknowledged. Proxies shall be delivered to the Secretary of
the Corporation or person acting as Secretary of the meeting
before being voted. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one
        of them unless at or prior to exercise of such proxy the Corporation
receives a specific written notice to the contrary from any one
of them. A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior
to its exercise. [MGCL, 2 507(b)]

Section 2.08	Quorum.  The presence at any Stockholders?
meeting, in person or by proxy, of Stockholders entitled to cast
1/3 of the votes thereat shall be necessary and sufficient to
constitute a quorum for the transaction of business. [MGCL, 2
506(a)] Section 2.09	Absence of Quorum.  In the absence of a
quorum, the holders of a majority of shares entitled to vote at
the meeting and present thereat in person or by proxy, or, if no
Stockholder entitled to vote is present thereat in person or by
proxy, any officer present thereat entitled to preside or act as
Secretary of such meeting, may adjourn the meeting sine die or
from time to time. Any business that might have been transacted
at the meeting originally called may be transacted at any such
adjourned meeting at which a quorum is present.

Section 2.10	Stock Ledger and List of Stockholders.  It
shall be the duty of the Secretary or Assistant Secretary of the
Corporation to cause an original or duplicate stock ledger to be
maintained at the office of the Corporation?s transfer agent in
New York. 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. Any one or more persons,
each of whom has been a Stockholder of record of the Corporation
for more than six (6) months next preceding such request, owning
in the aggregate five (5%) percent or more of the outstanding
stock of any class of the Corporation, may submit (unless the
Corporation at the time of the request maintains a duplicate
stock ledger at its principal office in Maryland) a written
request to any officer of the Corporation or its resident agent
in Maryland for a list of the Stockholders of the Corporation.
Within twenty (20) days after such a request, there shall be
prepared and filed at the Corporation?s principal office in
Maryland a list containing the names and addresses of all
Stockholders of the Corporation and the number of shares of each
class held by each Stockholder, certified as correct under oath
by an officer of the Corporation, by its stock transfer agent, or
by its registrar. [MGCL, 2-209, 2-513]

Section 2.11	Action Without Meeting:  Any action to be taken
by Stockholders may be taken without a meeting if all
Stockholders entitled to vote on the matter consent to the action
in writing and the written consents are filed with the records of
the meetings of Stockholders. Such consent shall be treated for
all purposes as a vote at a meeting. [MGCL, 2 505]


ARTICLE III

BOARD OF DIRECTORS

Section 3.01	General Powers.

(a)	The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors,
which may exercise all the powers of the Corporation except those
powers vested solely in the Stockholders of the Corporation by
statute, by the Corporation?s Charter, or by these By Laws.
[MGCL, 2 401]

(b)	All acts done by any meeting of the Directors or by any
person acting as a Director, so long as his successor shall not
have been duly elected or appointed, shall, notwithstanding that
it be afterwards discovered that there was some defect in the
election of the Directors or of such person acting as aforesaid
or that they or any of them were disqualified, be as valid as if
the Directors or such other person, as the case may be, had been
duly elected and were or was qualified to be Directors or a
Director of the Corporation.

Section 3.02	Number, Election and Term of Directors.  The
number of Directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a majority of the
Directors then in office; provided, however, that the number of
Directors shall in no event be fewer than three (3) nor more than
fifteen (15).  The Board of Directors shall be divided into three
classes.  Within the limits above specified, the number of
Directors in each class shall be determined by resolution of the
Board of Directors.  The term of office of the first class shall
expire on the date of the first annual meeting of Stockholders or
special meeting in lieu thereof held after the date of the
adoption of this provision.  The term of office of the second
class shall expire on the date of the second annual meeting of
Stockholders or special meeting in lieu thereof held after the
date of the adoption of this provision.  The term office of the
third class shall expire on the date of the third annual meeting
of Stockholders or special meeting in lieu thereof held after the
date of the adoption of this provision.  Upon expiration of the
initial term of office of each class as set forth above, the
Directors in each class, as determined by the Board of Directors,
shall theretofore be elected for a term of three years to succeed
the Directors whose terms of office expire or until their
successors shall have been elected and shall have qualified.  The
Directors shall be elected by a plurality of the stock voting at
an annual meeting of the Stockholders or special meeting in lieu
thereof called for that purpose, except as provided in Section
3.05 of this Article, and each Director elected shall hold office
until his successor shall have been elected and shall have
qualified, or until his death, or until he shall have resigned or
have been removed as provided in these By-Laws, or as otherwise
provided by statute or the Corporation?s Charter.  Any vacancy
created by an increase in Directors may be filled in accordance
with Section 3.05 of this Article III.  No reduction in the
number of Directors shall have the effect of removing any
Director from office prior to the expiration of his term unless
the Director is specifically removed pursuant to Section 3.04 of
this Article III at the time of the decrease.  A Director need
not be a stockholder of the Corporation, a citizen of the United
States or a resident of the State of Maryland.
Section 3.03	Resignation.  A Director of the Corporation may
resign at any time by giving written notice of his resignation to
the Board of Directors or the Chairman of the Board or to the
President or the Secretary of the Corporation. Any resignation
shall take effect at the time specified in it or, should the time
when it is to become effective not be specified in it,
immediately upon its receipt. Acceptance of a resignation shall
not be necessary to make it effective unless the resignation
states otherwise.


Section 3.04	Removal of Directors.  Any Director of the
Corporation may be removed by the Stockholders with or without
cause by a vote of a majority of the votes entitled to be cast
for the election of Directors.
Section 3.05    Vacancies:  Subject to the provisions of the
Investment Company Act of 1940, any vacancies in the Board of
Directors, whether arising from death, resignation, removal or
any other cause except an increase in the number of Directors,
shall be filled by a vote of the majority of the Board of
Directors then in office even though that majority is less than a
quorum, provided that no vacancy or vacancies shall be filled by
action of the remaining Directors if, after the filling of the
vacancy or vacancies, fewer than two-thirds of the Directors then
holding office shall have been elected by the Stockholders of the
Corporation. A majority of the entire Board may fill a vacancy
that results from an increase in the number of Directors. In the
event that at any time a vacancy exists in any office of a
Director that may not be filled by the remaining Directors, a
special meeting of the Stockholders shall be held as promptly as
possible and in any event within sixty (60) days, for the purpose
of filling the vacancy or vacancies. Any Director appointed by
the Board of Directors to fill a vacancy shall hold office only
until the next annual meeting of Stockholders of the Corporation
and until a successor has been elected and qualifies or until his
earlier resignation or removal. Any Director elected by the
Stockholders to fill a vacancy shall hold office for the balance
of the term of the Director whose death, resignation or removal
occasioned the vacancy and until a successor has been elected and
qualifies or until his earlier resignation or removal.

Section 3.06	Annual and Regular Meetings:  The annual
meeting of the Board of Directors for choosing officers and
transacting other proper business shall be held immediately after
the annual Stockholders? meeting at the place of such meeting.
 The Board of Directors from time to time may provide by
resolution for the holding of regular meetings and fix their time
and place (within or outside the State of Maryland). Notice of
such annual and regular meetings need not be given, provided that
notice of any change in the time or place of such meetings shall
be sent promptly to each Director not present at the meeting at
which such change was made in the manner provided for notice of
special meetings. Members of the Board of Directors or any
committee designated thereby may participate in a meeting of such
Board or committee by means of a conference telephone or similar
communications equipment by means which all persons participating
in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person
at a meeting, provided that any such meeting is not for the
purpose of voting on an investment advisory agreement. [MGCL, 2
409]

Section 3.07	Special Meetings:  Special meetings of the
Board of Directors shall be held whenever called by the Chairman
of the Board, the President (or, in the absence or disability of
the President, by any Vice President), the Treasurer, or two or
more Directors, at the time and place (within or outside the
State of Maryland) specified in the respective notices or waivers
of notice of such meetings.

Section 3.08	Notice:  Notice of special meetings, stating
the time and place, shall be mailed to each Director at his
residence or regular place of business at least two (2) days
before the day on which a special meeting is to be held or caused
to be delivered to him personally or to be transmitted to him by
telegraph, cable or wireless at least one (1) day before the
meeting. [MGCL, 2 409]

Section 3.09	Waiver of Notice:  No notice of any special
meeting need be given to any Director who attends such meeting in
person or to any Director who waives notice of such meeting in
writing (which waiver shall be filed with the records of such
meeting), whether before or after the time of the meeting. [MGCL,
2 409(c)]


Section 3.10	Quorum and Voting.  At all meetings of the
Board of Directors the presence of one third (1/3) or more of the
number of Directors then in office shall constitute a quorum for
the transaction of business, provided that there shall be present
no less than one-third of the total number of Directors fixed
pursuant to Section 3.02 nor less than two (2) Directors.  In the
absence of a quorum, a majority of the Directors present may
adjourn the meeting, from time to time, until a quorum shall be
present.  The action of a majority of the Directors present at a
meeting at which a quorum is present shall be the action of the
Board of Directors unless the concurrence of a greater proportion
is required for such action by law, by the Corporation?s Charter
or by these By-Laws. Notice of the time and place of any
adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and
place were announced at the meeting at which the adjournment was
taken, to the other Directors. At any adjourned meeting at which
a quorum is present, any business may be transacted that might
have been transacted at the meeting as originally called. [MGCL,
2-408]

Section 3.11	Compensation.  Each Director shall be entitled
to receive compensation, if any, as may from time to time be
fixed by the Board of Directors, including a fee for each meeting
of the Board or any committee thereof, regular or special, he
attends. Directors may also be reimbursed by the Corporation for
all reasonable expenses incurred in traveling to and from the
place of a Board or committee meeting.

Section 3.12	Action Without a Meeting.  Any action required
or permitted to be taken at any meeting of the Board of Directors
(except voting on an investment advisory agreement) or of any
committee thereof may be taken without a meeting if written
consents thereto are signed by all members of the Board or such
committee and such written consents are filed with the minutes of
proceedings of the Board or such committee. [MGCL, 2 408(c)]


ARTICLE IV

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.01	How Constituted.  By resolution adopted by the
Board of Directors, the Board may designate one (1) or more
committees including an Executive Committee, each consisting of
at least two (2) Directors. Each member of a committee shall be a
Director and shall hold office during the pleasure of the Board.
The Chairman of the Board, if any, and the President shall be
members of the Executive Committee. [MGCL, 2 411]
Section 4.02	Powers of the Executive Committee.  Unless
otherwise provided by resolution of the Board of Directors, when
the Board of Directors is not in session the Executive Committee
shall have and may exercise all powers of the Board of Directors
in the management of the business and affairs of the Corporation
that may lawfully be exercised by an Executive Committee, except
the power to declare dividends or distributions on stock, to
authorize the issuance of stock, or to recommend to Stockholders
any matter requiring Stockholders? approval, to amend the By-laws
or to approve any merger or share exchange which does not require
Stockholder approval. [MGCL, 2 411]

Section 4.03	Other Committees of the Board of Directors.  To
the extent provided by resolution of the Board, other committees
shall have and may exercise any of the powers that may lawfully
be granted to the Executive Committee. [MGCL, 2-411]

Section 4.04	Proceedings, Quorum and Manner of Acting.  In
the absence of an appropriate resolution of the Board of
Directors, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it
shall deem proper and desirable, provided that the quorum shall
not be less than two (2) Directors.  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. [MGCL, 2 411]



ARTICLE V
OFFICERS
Section 5.01	General:  The officers of the Corporation shall
be a President, an Executive Vice President, a Secretary and a
Treasurer, and may include one (1) or more Vice Presidents,
Assistant Secretaries or Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of
Section 5.11 hereof. The Board of Directors may elect, but shall
not be required to elect, a Chairman of the Board. [MGCL, 2 412]
Section 5.02	Election, Term of Office and Qualifications:
The officers of the Corporation (except those appointed pursuant
to Section 5.11 hereof) shall be chosen by the Board of Directors
at its first meeting or such subsequent meetings as shall be held
prior to its first annual meeting, and thereafter annually at its
annual meeting.  If any officers are not chosen at any annual
meeting, such officers may be chosen at any subsequent regular or
special meeting of the Board. Except as provided in Section 5.03,
5.04 and 5.05 hereof, each officer chosen by the Board of
Directors shall hold office until the next annual meeting of the
Board of Directors and until his successor shall have been
elected and qualified. Any person may hold one or more offices of
the Corporation except the offices of President and Vice
President; provided that a person who holds more than one office
in the Corporation may not act in more than one capacity to
execute, acknowledge or verify an instrument required by law to
be executed, acknowledged or verified by more than one officer.
The Chairman of the Board and the President shall be chosen from
among the Directors of the Corporation and may hold such offices
only so long as they continue to be Directors. No other officer
need be a Director. [MGCL, 2 415]
Section 5.03	Resignation.  Any officer may resign his office
at any time by delivering a written resignation to the Board of
Directors, the Chairman of the Board, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.

Section 5.04	Removal.  Any officer may be removed from
office, whenever in the Board?s judgment the best interest of the
Corporation will be served thereby, by the vote of a majority of
the Board of Directors given at any regular meeting or any
special meeting called for such purposes. In addition, any
officer or agent appointed in accordance with the provisions of
Section 5.11 hereof may be removed, either with or without cause,
by any officer upon whom such power of removal shall have been
conferred by the Board of Directors. [MGCL, 2.413(c)]


Section 5.05	Vacancies and Newly Created Offices.  If any
vacancy shall occur in any office by reason of death,
resignation, removal, disqualification or other cause, or if any
new office shall be created, such vacancies or newly created
offices may be filled by the Board of Directors at any regular or
special meeting or, in the case of any office created pursuant to
Section 5.11 hereof, by any officer upon whom such power shall
have been conferred by the Board of Directors. [MGCL, 2 413(d)]

Section 5.06	Chairman of the Board.  The Chairman of the
Board, if there be such an officer, shall be the senior officer
of the Corporation, preside at all Stockholders? meetings and at
all meetings of the Board of Directors and shall be ex officio a
member of all committees of the Board of Directors. He shall have
such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors. [MGCL, 2 414]

Section 5.07	President.  The President shall be the chief
executive officer of the Corporation and, in the absence of the
Chairman of the Board or if no Chairman of the Board has been
chosen, he shall preside at all Stockholders? meetings and at all
meetings of the Board of Directors and shall in general exercise
the powers and perform the duties of the Chairman of the Board.
Subject to the supervision of the Board of Directors, he shall
have general charge of the business, affairs and property of the
Corporation and general supervision over its officers, employees
and agents. Except as the Board of Directors may otherwise order,
he may sign in the name and on behalf of the Corporation all
deeds, bonds, contracts or agreements. He shall exercise such
other powers and perform such other duties as from time to time
may be assigned to him by the Board of Directors. [MGCL, 2 414]

Section 5.08	Executive Vice President.  The Executive Vice
President shall be the chief operational officer of the
Corporation and, subject to the direction and control of the
Board of Directors, shall be in charge of the day-to-day business
of the Corporation. He may assign such duties within the scope of
his responsibility to such officers and employees of the
Corporation as he deems necessary. In the absence of the
President, the Executive Vice President 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.

Section 5.09	Vice President.  The Board of Directors may
from time to time, designate and elect one or more Vice
Presidents who shall have such powers and perform such duties as
from time to time may be assigned to them by the Board of
Directors, the President or the Executive Vice President. At the
request or in the absence or disability of the Executive Vice
President, the Vice President (or, if there are two or more Vice
Presidents, then the senior of the Vice Presidents present and
able to act) may perform all the duties of the Executive Vice
President and, when so acting, shall have all the powers of and
be subject to all the restrictions upon the Executive Vice
President. [MGCL, 2-414]

Section 5.10	Treasurer and Assistant Treasurers.  The
Treasurer shall be the principal financial and accounting officer
of the Corporation and shall have general charge of the finances
and books of account of the Corporation. Except as otherwise
provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of
the performance by the Custodian of its duties with respect
thereto. He shall render to the Board of Directors, whenever
directed by the Board, an account of the financial condition of
the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each financial year he shall
make and submit to the Board of Directors a like report for such
financial year. He shall cause to be prepared annually a full and
correct statement of the affairs of the Corporation, including a
balance sheet and a financial statement of operations for the
preceding fiscal year, which shall be submitted at the annual
meeting of Stockholders and filed within twenty (20) days
thereafter at the principal office of the Corporation in the
State of Maryland. He shall perform all the acts incidental to
the office of Treasurer, subject to the control of the Board of
Directors.

Any Assistant Treasurer may perform such duties of the Treasurer
as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, he may perform all the duties of
the Treasurer. [MGCL, 2 414]

Section 5.11	Secretary and Assistant Secretaries.  The
Secretary shall attend to the giving and serving of all notices
of the Corporation and shall record all proceedings of the
meetings of the Stockholders and Directors in a book to be kept
for that purpose. He shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the
Corporation, including the stock books and such other books and
papers as the Board of Directors may direct and such books,
reports, certificates and other documents required by law to be
kept, all of which shall at all reasonable times be open to
inspection by any Director. He shall perform such other duties as
appertain to his office or as may be required by the Board of
Directors.

Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in
the absence of the Secretary, he may perform all the duties of
the Secretary. [MGCL, 2 414]

Section 5.12	Subordinate Officers.  The Board of Directors
from time to time may appoint such other officers or agents as it
may deem advisable, each of whom shall have such title, hold
office for such period, have such authority and perform such
duties as the Board of Directors may determine. The Board of
Directors from time to time may delegate to one or more officers
or agents the power to appoint any such subordinate officers or
agents and to prescribe their respective rights, terms of office,
authorities and duties.

Section 5.13	Remuneration.  The salaries or other
compensation of the officers of the Corporation shall be fixed
from time to time by resolution of the Board of Directors, except
that the Board of Directors may by resolution delegate to any
person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in
accordance with the provisions of Section 5.11 hereof.

Section 5.14	Surety Bonds.  The Board of Directors may
require any officer or agent of the Corporation to execute a bond
(including, without limitation, any bond required by the United
States Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the
Board of Directors may determine, conditioned upon the faithful
performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of
the Corporation's property, funds or securities that may come
into his hands. [SEC Rule 17g 1]


ARTICLE VI

EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES

Section 6.01	General.  Subject to the provisions of Sections
5.07 hereof, all deeds, documents, transfers, contracts,
agreements and other instruments requiring execution by the
Corporation shall be signed by the President or a Vice President
and by the Treasurer or Secretary or an Assistant Treasurer or an
Assistant Secretary, or as the Board of Directors may otherwise,
from time to time, authorize. Any such authorization may be
general or confined to specific instances.

Section 6.02	Checks, Notes, Drafts, etc. So long as the
Corporation shall employ a Custodian to keep custody of the cash
and securities of the Corporation, all checks and drafts for the
payment of money by the Corporation may be signed in the name of
the Corporation by the Custodian. Except as otherwise authorized
by the Board of Directors, all requisitions or orders for the
assignment of securities standing in the name of the Custodian or
its nominee, or for the execution of powers to transfer the same,
shall be signed in the name of the Corporation by the President
or a Vice President and by the Treasurer or an Assistant
Treasurer. Promissory notes, checks or drafts payable to the
Corporation may be endorsed only to the order of the Custodian or
its nominee and only by the Treasurer or President or a Vice
President or by such other person or persons as shall be
authorized by the Board of Directors.

Section 6.03	Voting of Securities.  Unless otherwise ordered
by the Board of Directors, the President or any Vice President
shall have full power and authority on behalf of the Corporation
to attend and to act and to vote, or in the name of the
Corporation to execute proxies to vote, at any meeting of
Stockholders of any company in which the Corporation may hold
stock. At any such meeting such officer shall possess and may
exercise (in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such stock. The Board of
Directors may by resolution from time to time confer like powers
upon any other person or persons. [MGCL, 2 509]


ARTICLE VII

CAPITAL STOCK

Section 7.01	Certificate of Stock.

(a)	Certificates of stock of the Corporation shall be in the
form approved by the Board of Directors. Every holder of stock of
the Corporation shall be entitled to have a certificate, signed
in the name of the Corporation by the President or any Vice
President and by the Treasurer or any Assistant Treasurer or the
Secretary or an Assistant Secretary, sealed with the seal of the
Corporation and certifying the number and kind of shares owned by
him in the Corporation; provided, however, that certificates for
fractional shares will not be delivered in any case. Such
signatures and seal may be a facsimile and may be mechanically
reproduced thereon. The certificates containing such facsimiles
shall be valid for all intents and purposes. [MGCL, 2 210, 2 211,
2 212]

(b)	In case any officer who shall have signed any such
certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer (because of death,
resignation or otherwise) before such certificate is issued, such
certificate may be issued and delivered by the Corporation with
the same effect as if he were such officer at the date of issue.
[MGCL, 2 212(c)]

(c)	The number of each certificate issued, the name of the
person owning the shares represented thereby, the number of such
shares and the date of issuance shall be entered upon the stock
books of the Corporation at the time of issuance.

(d)	Every certificate returned to the Corporation shall be
marked ?Cancelled? with the date of cancellation.
Section 7.02	Transfer of Capital Stock.
(a)	Transfers of shares of the stock of the Corporation shall
be made on the books of the Corporation by the holder of record
thereof (in person or by his attorney thereunto duly authorized
by a power of attorney duly executed in writing and filed with
the Secretary of the Corporation) (i) if a certificate or
certificates have been issued, upon the surrender of the
certificate or certificates, properly endorsed or accompanied by
proper instruments of transfer, representing such shares, or (ii)
as otherwise prescribed by the Board of Directors.

(b)	The Corporation shall be entitled to treat the holder of
record of any share of stock as the absolute owner thereof for
all purposes, including, without limitation, the rights to
receive dividends or other distributions and to vote as the
owner, and the Corporation shall not be bound to recognize any
legal, equitable or other claim or interest in such share on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by
the statutes of the State of Maryland.
Section 7.03	Transfer Agents and Registrars.  The Board of
Directors may, from time to time, appoint or remove transfer
agents and/or registrars of transfers of shares of stock of the
Corporation, and it may appoint the same person as both transfer
agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or
by one of such registrars of transfers or by both and shall not
be valid unless so countersigned. If the same person shall be
both transfer agent and registrar, only one countersignature by
such person shall be required.

Section 7.04	Transfer Regulations.  The shares of stock of
the Corporation may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and regulations
with reference to the method of transfer of the shares of stock
of the Corporation.

Section 7.05	Fixing of Record Date.  The Board of Directors
may fix in advance a date as a record date for the determination
of the Stockholders entitled to notice of or to vote at any
meeting of Stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose
of any other lawful action, provided that such record date shall
not be a date more than ninety (90) nor less than ten (10) days
prior to the date on which the particular action requiring such
determination of Stockholders is to be taken. In such case only
such Stockholders as shall be Stockholders of record on the
record date so fixed shall be entitled to such notice of, and to
vote at, such meeting or adjournment, or to give such consent, or
to receive payment of such dividend or other distribution, or to
receive such allotment of rights, or to exercise such rights, or
to take such other action, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after
any such record date. [MGCL, 2 511]

Section 7.06	Lost Stolen or Destroyed Certificates.  Before
issuing a new certificate for stock of the Corporation alleged to
have been lost, stolen or destroyed, the Board of Directors or
any officer authorized by the Board may, in its discretion,
require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or
other indemnity, in such form and in such amount as the Board or
any such officer may direct and with such surety or sureties as
may be satisfactory to the Board or any such officer, sufficient
to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.
Anything herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings under
the laws of the State of Maryland. [MGCL, 2 213]


ARTICLE VIII

DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS

Section 8.01	General.  The Board of Directors, in their
absolute discretion, may prescribe and shall set forth in a duly
adopted vote of the Board such bases and times for determining
the per share net asset value of the outstanding shares of
capital stock of the Corporation or net income, or the
declaration and payment of dividends and distributions, as they
may deem necessary or desirable.


ARTICLE 9.01

FISCAL YEAR, ACCOUNTANT

Section 9.01	Fiscal Year.  The fiscal year of the
Corporation shall, unless otherwise ordered by the Board of
Directors, be twelve (12) calendar months beginning on the first
(1st) day of January in each year and ending on the last day of
the following December.

Section 9.02	Accountant.

(a)	The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its
Accountant to examine the accounts of the Corporation and to sign
and certify financial statements filed by the Corporation. The
Accountant?s certificates and reports shall be addressed both
        to the Board of Directors and to the Stockholders. The
         employment of
the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any
penalty by vote of a majority of the outstanding voting
securities at any Stockholders? meeting called for that purpose.

(b)	A majority of the members of the Board of Directors who are
not interested persons (as such term is defined in the Investment
Company Act of 1940, as amended) of the Corporation shall select
the Accountant at any meeting held within thirty (30) days before
or after the beginning of the fiscal year of the Corporation or
before the annual Stockholders? meeting in that year. Such
selection shall be submitted for ratification or rejection at the
next succeeding annual Stockholders? meeting.  If such meeting
shall reject such selection, the Accountant shall be selected by
majority vote of the Corporation?s outstanding voting securities,
either at the meeting at which the rejection occurred or at a
subsequent meeting of Stockholders called for the purpose.
[Investment Company Act, 32(a)]

(c)	Any vacancy occurring between annual meetings, due to the
death or resignation of the Accountant, may be filled by the
Board of Directors.  [Investment Company Act, 32(a)]

ARTICLE X
INDEMNIFICATION AND INSURANCE
Section 10.01	Indemnification of Officers and Directors.
Subject to and to the fullest extent permitted by the Maryland
General Corporation Law and the Investment Company Act of 1940,
as from time to time amended, every person who is, or has been, a
Director or officer of the Corporation shall be indemnified by
the Corporation to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in
which he becomes involved as party or otherwise by virtue of his
being or having been a Director or officer and against amounts
paid or incurred by him in settlement thereof. [MGCL, 2 418]

Section 10.02	Indemnification of Employees and
Agents.Employees and agents who are not officers or Directors of
the Corporation may be indemnified, and reasonable expenses may
be advanced to such employees or agents, in accordance with the
procedures and to the extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933, as amended,
and the Investment Company Act of 1940 as those statutes are now
or hereafter in force, and to such further extent, consistent
with the foregoing, as may be provided by action of the Board of
Directors or by contract.
Section 10.03	Insurance of Officers, Directors, 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 while a Director, officer,
employee or agent of the Corporation is or was serving at the
request of the Corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person?s position [MGCL, 2 418(k)]


ARTICLE XI

CUSTODY OF SECURITIES


Section 11.01	Employment of a Custodian.  The Corporation
shall 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 (and any sub-custodian) shall be an
institution conforming to the requirements of Section 17(f) of
the Investment Company Act of 1940 and the rules of the
Securities and Exchange commission thereunder. The Custodian
shall be appointed from time to time by the Board of Directors,
which shall fix its remuneration.

Section 11.02	Termination of Custodian Agreement.  Upon
termination of the Custodian Agreement 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 Directors
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 entitled to vote of the Corporation, the Custodian shall
deliver and pay over all property of the Corporation held by it
as specified in such vote.

ARTICLE XII

MISCELLANEOUS

Section 12.01	Powers of the Corporation.  All corporate
powers and authority of the Corporation (except as at the time
otherwise provided by statute, by the Corporation?s Charter or by
these By Laws) shall be vested in and exercised by the Board of
Directors. The Corporation may enter into one or more contracts
for exclusive or non exclusive advisory or management services
with any partnership, corporation, trust, association or other
organization (such entity hereinafter referred to as the
?Investment Adviser?), every such contract to comply with any
provisions governing such a contract contained in the Investment
Company Act of 1940 or any rule or regulation thereunder, or
exemptive order granted thereunder, all as from time to time
amended; and any such contract may contain such other terms as
the Stockholders or the Board of Directors may approve, including
the granting of authority to the adviser or manager to determine
which securities shall be purchased or sold by the Corporation
and what portion of its assets shall be held unvested, which
authority shall include the power to make changes in the
Corporation?s investments, subject always to the Corporation?s
stated investment objectives, policies and restrictions as from
time to time amended and to the direction of the Board. The Board
of Directors shall have authority to appoint an underwriter or
distributor or distributors or an agent or agents for the sale of
shares of common stock of the Corporation and to pay such
underwriter, distributor or distributors and agent or agents such
compensation as the Board of Directors shall deem appropriate,
and to enter into such contract or contracts with such
underwriter, distributor or distributors and agent or agents as
the Board of Directors may in its discretion deem reasonable and
proper. Any such contract may be made with the Investment Adviser
or any firm or corporation in which any Director or Directors may
be interested.


ARTICLE XIII

AMENDMENTS

Section 13.01	General.  Except as provided in Section 13.02
hereof, all By-Laws of the Corporation, whether adopted by the
Board of Directors, or the Stockholders, shall be subject to
amendment, alteration or repeal, and new By-Laws may be made, by
the affirmative vote of a majority of either:

(a)	the holders of record of the outstanding shares of stock of
the Corporation entitled to vote, at any annual or special
meeting the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration,
repeal or new By-Law; or

(b)	the Directors, at any regular or special meeting the notice
or waiver of notice of which shall have specified or summarized
the proposed amendment, alteration, repeal or new By-Law. [MGCL,
2 109(b)]Section 13.02	By Stockholders Only.
(a)	No amendment of any section of these By-Laws shall be made
except by the Stockholders of the Corporation if the By-Laws
provide that such section may not be amended, altered or repealed
except by the Stockholders.
(b)	From and after the issue of any shares of the capital stock
of the Corporation, no amendment of this Article XIII shall be
made except by the Stockholders of the Corporation.

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