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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>get77q12.txt
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               The Global Equity Trust Inc.
                  Exhibit to Item 77Q1(a)

               AMENDED AND RESTATED BY-LAWS

                         OF

               THE GABELLI EQUITY TRUST INC.

                   A Maryland Corporation



                    ARTICLE I

                    STOCKHOLDERS

            SECTION 1.     Annual Meetings
            .  The annual meeting of the stockholders of
The Gabelli Equity Trust Inc. (the "Corporation") shall
be held on a date fixed from time to time by the Board
of Directors within the thirty-one (31) day period
ending four (4) months after the end of the
Corporation'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.     Special Meetings
            .  Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by
statute or by the Corporation's Charter, may be held at
any place within the United States, and may be called at
any time by the Board of Directors or by the President,
and shall be called by the President or Secretary at the
request in writing of a majority of the Board of
Directors or at the request in writing of stockholders
entitled to cast at least twenty-five (25) percent of
the votes entitled to be cast at the meeting upon
payment by such stockholders to the Corporation of the
reasonably estimated cost of preparing and delivering a
notice of the meeting by mail or, to the extent
permitted by applicable law, electronic mail or other
form of legally permissible electronic transmission
(which estimated cost shall be provided to such
stockholders by the Secretary of the Corporation).
Notwithstanding the foregoing, unless requested by
stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting, a special meeting of
the stockholders need not be called at the request of
stockholders to consider any matter that is
substantially the same as a matter voted on at any
special meeting of the stockholders held during the
preceding twelve (12) months.  A written request shall
state the purpose or purposes of the proposed meeting.

            SECTION 3.     Notice of Meetings
            .  Written or printed notice of the purpose or
purposes and of the time and place of every meeting of
the stockholders shall be given by the Secretary of the
Corporation to each stockholder of record entitled to
vote at the meeting, by placing the notice in the mail
or, to the extent permitted by applicable law or
consented to by the stockholder, transmitting the notice
by electronic mail or other form of legally permissible
electronic transmission at least ten (10) days, but not
more than ninety (90) days, prior to the date designated
for the meeting addressed to each stockholder at his
address appearing on the books of the Corporation or
supplied by the stockholder to the Corporation for the
purposes 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. Notice directed to a stockholder
by electronic mail or other form of electronic
transmission may be transmitted to any address at which
the stockholder receives electronic mail or other
electronic transmissions.

            SECTION 4.     Quorum
            .  Except as otherwise provided by statute or
by the Corporation's Charter, the presence in person or
by proxy of stockholders of the Corporation entitled to
cast at least a majority of the votes entitled to be
cast shall constitute a quorum at each meeting of the
stockholders and all questions shall be decided by
majority vote of the shares so represented in person or
by proxy at the meeting and entitled to vote.  In the
absence of a quorum, the stockholders present in person
or by proxy at the meeting, by majority vote and without
notice other than by announcement at the meeting, may
adjourn the meeting from time to time as provided in
Section 5 of this Article I until a quorum shall attend.
The stockholders present at any duly organized meeting
may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.  The absence from any meeting
in person or by proxy of holders of the number of shares
of stock of the Corporation in excess of a majority that
may be required by the laws of the State of Maryland,
the Investment Company Act of 1940, or other applicable
statute, the Corporation's Articles of Incorporation or
these By-Laws, for action upon any given matter or
matters that may properly come before the meeting, so
long as there are present, in person or by proxy,
holders of the number of shares of stock of the
Corporation required for action upon the other matter or
matters.

            SECTION 5.     Adjournment
            .  Any meeting of the stockholders may be
adjourned from time to time, without notice other than
by announcement at the meeting at which the adjournment
is taken.  At any adjourned meeting at which a quorum
shall be present any action may be taken that could have
been taken at the meeting originally called.  A meeting
of the stockholders may not be adjourned to a date more
than one-hundred-twenty (120) days after the original
record date.

            SECTION 6.     Organization
            .  At every meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to
act, the President, or in his absence or inability to
act, a Vice President, or in the absence or inability to
act of the Chairman of the Board, the President and all
the Vice Presidents, a chairman chosen by the
stockholders, shall act as chairman of the meeting.  The
Secretary, or in his absence or inability to act, a
person appointed by the chairman of the meeting, shall
act as secretary of the meeting and keep the minutes of
the meeting.

            SECTION 7.     Order of Business
            .  The order of business at all meetings of
the stockholders shall be as determined by the chairman
of the meeting.

            SECTION 8.     Voting
            .  Except as otherwise provided by statute or
the Corporation's Charter, each holder of record of
shares of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to
one (1) vote for every share of stock standing in his
name on the records of the Corporation as of the record
date determined pursuant to Section 9 of this Article I.

            Each stockholder entitled to vote at any
meeting of stockholders may authorize another person or
persons to act for him by (i) a proxy signed by the
stockholder or his attorney-in-fact or (ii) transmitting
any authorization by telegram, cablegram, datagram,
electronic mail, or any other legally permissible
electronic or telephonic means in accordance with
procedures approved by an officer of the Corporation.
No proxy shall be valid after the expiration of eleven
(11) months from the date thereof, unless otherwise
provided in the proxy.  Every proxy shall be revocable
at the pleasure of the stockholder executing it, except
in those cases in which the proxy states that it is
irrevocable and in which an irrevocable proxy is
permitted by law.

            SECTION 9.     Fixing of Record Date for
Determining Stockholders Entitled to Vote at Meeting
            .  The Board of Directors may set a record
date for the purpose of determining stockholders
entitled to vote at any meeting of the stockholders.
The record date for a particular meeting shall be not
more than ninety (90) nor fewer than ten (10) days
before the date of the meeting.  All persons who were
holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at
such meeting and any adjournment thereof.

            SECTION 10.     Inspectors
            .  The Board of Directors may, in advance of
any meeting of stockholders, appoint one (1) or more
inspectors to act at the meeting or at any adjournment
of the meeting.  If the inspectors shall not be so
appointed or if any of them shall fail to appear or act,
the chairman of the meeting may appoint inspectors.
Each inspector, before entertaining upon the discharge
of his duties, shall, if required by the chairman of the
meeting, take and sign an oath to execute faithfully the
duties of inspector at the meeting with strict
impartiality according to the best of his ability.  The
inspectors shall determine the number of shares
outstanding and the voting power of each share, the
number of shares represented at the meeting, the
existence of a quorum and the validity and the effect of
proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result,
and do those acts as are proper to conduct the election
or vote with fairness to all stockholders.  On request
of the chairman of the meeting or any stockholder
entitled to vote at the meeting, the inspectors shall
make a report in writing of any challenge, request or
matter determined by them and shall execute a
certificate of any fact found by them.  No director or
candidate for the office of director shall act as
inspector of an election of directors.  Inspectors need
not be stockholders of the Corporation.

            SECTION 11.     Consent of Stockholders in Lieu of Meeting
            .  Except as otherwise provided by statute or
the Corporation's Charter, any action required to be
taken at any annual or special meeting of stockholders,
or any action that may be taken at any annual or special
meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if the
following are filed with the records of stockholders'
meetings:  (a) a unanimous written consent that sets
forth the action and is signed by each stockholder
entitled to vote on the matter and (b) a written waiver
of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to
vote at the meeting.
ARTICLE II

               BOARD OF DIRECTORS

            SECTION 1.     General Powers
            .  Except as otherwise provided in the
Corporation's Charter, the business and affairs of the
Corporation shall be managed under the direction of the
Board of Directors.  All powers of the Corporation may
be exercised by or under authority of the Board of
Directors except as conferred on or reserved to the
stockholders by law, by the Corporation's Charter or by
these By-Laws.

            SECTION 2.     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.
The number of directors shall in no event be fewer than
three (3) nor more than nine (9) unless such number must
be increased pursuant to the terms of any class or
series of stock.  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 or
by the stockholders at an annual meeting (or special
meeting called to elect additional directors in
accordance with terms of any class or series of stock).
The term of office of the first class shall expire on
the date of the first annual meeting of stockholders.
The term of office of the second class shall expire one
year thereafter.  The term of office of the third class
shall expire two years thereafter.  Upon expiration of
the term of office of each class as set forth above, the
number of directors in such class, as determined by the
Board of Directors, shall be elected for a term of three
years to succeed the directors whose terms of office
expire.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in
Section 5 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 5 of this Article II.  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 4 of this
Article II 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.     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 4.     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 5.     Vacancies
            .  Subject to the provisions of the Investment
Company Act of 1940 and the terms of any class or series
of stock, 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 other than vacancies
that holders of any class or series of the Corporation's
stock are entitled to fill pursuant to the terms of any
class or series of stock.  If the stockholders of any
class or series are entitled to separately elect one or
more directors, a majority of the remaining directors
elected by that class or series or the sole remaining
director elected by that class or series may fill any
vacancy among the number of directors elected by that
class or series.  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 (and except as may
otherwise be provided by the terms of any class or
series of stock), 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.  Except as may otherwise be provided by the
terms of any class or series of stock, any director
elected by the stockholder to fill a vacancy shall hold
office for the balance of the term of the directors
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 6.     Place of Meetings
            .  Meetings of the Board may be held at any
place that the Board of Directors may from time to time
determine or that is specified in the notice of the
meeting.

            SECTION 7.     Regular Meetings
            .  Regular meetings of the Board of Directors
may be held without notice at the time and place
determined by the Board of Directors.

            SECTION 8.     Special Meetings
            .  Special meetings of the Board of Directors
may be called by two (2) or more directors of the
Corporation or by the Chairman of the Board or the
President.

            SECTION 9.     Annual Meeting
            .  The annual meeting of the newly elected and
other directors shall be held as soon as practicable
after the meeting of stockholders at which the newly
elected directors were elected.   No notice of such
annual meeting shall be necessary if held immediately
after the adjournment, and at the site, of the meeting
of stockholders.  If not so held, notice shall be given
as hereinafter provided for special meetings of the
Board of Directors.

            SECTION 10.     Notice of Special Meetings
            .  Notice of each special meeting of the Board
of Directors shall be given by the Secretary as
hereinafter provided.  Each notice shall state the time
and place of the meeting and shall be delivered to each
director, either personally, by electronic mail or other
legally permissible electronic transmission or by
telephone or other standard form of telecommunication,
at least twenty-four (24) hours before the time at which
the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the director at his
residence or usual place of business, and mailed at
least three (3) days before the day on which the meeting
is to be held.

            SECTION 11.     Waiver of Notice of Meetings
            .  Notice of any special meeting need not be
given to any director who shall, either before or after
the meeting, sign a written waiver of notice that is
filed with the records of the meeting or who shall
attend the meeting.

            SECTION 12.     Quorum and Voting
            .  One-third, but not fewer than two (2) of
the members of the entire Board of Directors shall be
present in person at any meeting of the Board so as to
constitute a quorum for the transaction of business at
the meeting, and except as otherwise expressly required
by statute, the Corporation's  Charter, these By-Laws,
the Investment Company Act of 1940, or any other
applicable statute, the act of a majority of the
directors present at any meeting at which a quorum is
present shall be the act of the Board.  In the absence
of a quorum at any meeting of the Board, a majority of
the directors present may adjourn the meeting to another
time and place until a quorum shall be present.  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.

            SECTION 13.     Organization
            .  The Board of Directors may designate a
Chairman of the Board, who shall preside at each meeting
of the Board.  In the absence or inability of the
Chairman of the Board to act, the President, or, in his
absence or inability to act, another director chosen by
a majority of the directors present, shall act as
chairman of the meeting and preside at the meeting.  The
Secretary (or, in his absence or inability to act, any
person appointed by the chairman) shall act as secretary
of the meeting and keep the minutes of the meeting.

            SECTION 14.     Committees
            .  The Board of Directors may designate one
(1) or more committees of the Board of Directors, each
consisting of two (2) or more directors.  To the extent
provided in the resolution, and permitted by law, the
committee or committees shall have and may exercise the
powers of the Board of Directors in the management of
the business and affairs of the Corporation.  Any
committee or committees shall have the name or names
determined from time to time by resolution adopted by
the Board of Directors.  Each committee shall keep
regular minutes of its meetings and provide those
minutes to the Board of Directors when required.  The
members of a committee present at any meeting, whether
or not they constitute a quorum, may appoint a director
to act in the place of an absent member.

            SECTION 15.     Written Consent of Directors in
Lieu of a Meeting
            .  Subject to the provisions of the Investment
Company Act of 1940, any action required or permitted to
be taken at any meeting of the Board of Directors or of
any committee of the Board may be taken without a
meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the
proceedings of the Board or committee.

            SECTION 16.     Telephone Conference
            .  Members of the Board of Directors or any
committee of the Board may participate in any Board or
committee meeting by means of a conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each other
at the same time.  Participation by such means shall
constitute presence in person at the meeting.

            SECTION 17.     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 18.     Qualification
            .  Pursuant to the authority granted by
Section 2-403 of the Maryland General Corporation Law,
in order for a person who has been elected as a director
to qualify for service as a director, other than the
directors elected by the holders of the Corporation's
Preferred Stock, such person, upon the occurrence of an
event which, pursuant to the terms of the Corporation's
charter, permits a class of preferred stockholders of
the Corporation to elect a certain number of directors
that would otherwise be prohibited by the limitations of
Article VI of the Corporation's charter, shall resign.

            SECTION 19.     Acceptance of Resignations
            .  With respect to the resignations of
directors required by Section 18, such resignations
shall be accepted by the Corporation in the following
manner:  (a)  the Corporation shall accept the
resignations of the least number of directors required
in order to permit such preferred stockholders to elect
the appropriate number of directors as determined by the
relevant provision of the Corporation's charter; and (b)
the resignations shall be accepted in the order that
they were submitted to the Corporation (i.e., the
resignation that was submitted to the Corporation first
in time shall be accepted first by the Corporation, and
so on).  In the event that two or more resignations were
submitted at the same time, the acceptance of one or the
other resignation shall be at the discretion of the
Corporation.

            SECTION 20.     Restrictions on Amendment of
Certain Provisions
            .  Provisions of Sections 18 and 19 may not be
amended by the directors of the Corporation, only by a
vote of holders of a majority of the shares of stock of
the Corporation.
ARTICLE III

OFFICERS, AGENTS AND EMPLOYEES

            SECTION 1.     Number and Qualifications
            .  The officers of the Corporation shall be a
President, a Secretary and a Treasurer and Principal
Financial Officer, each of whom shall be elected by the
Board of Directors.  The Board of Directors may elect or
appoint one (1) or more Vice Presidents and may also
appoint any other officers, agents and employees it
deems necessary or proper.  Any two (2) or more offices
may be held by the same person,   but no officer shall
execute, acknowledge or verify in more than one (1)
capacity any instrument required by law to be executed,
acknowledged or verified in more than one capacity.
Officers shall be elected by the Board of Directors each
year at its first meeting held after the annual meeting
of stockholders, each to hold office until the meeting
of the Board following the next annual meeting of the
stockholders and until his successor shall have been
duly 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.  The Board of
Directors may from time to time elect such officers
(including one or more Assistant Vice Presidents, one or
more Assistant Treasurers and one or more Assistant
Secretaries) and may appoint, or delegate to the
President the power to appoint, such agents as may be
necessary or desirable for the business of the
Corporation.  Such other officers and agents shall have
such duties and shall hold their offices for such terms
as may be prescribed by the Board or by the appointing
authority.

            SECTION 2.     Resignations
            .  Any officer of the Corporation may resign
at any time by giving written notice of his resignation
to the Board of Directors, the Chairman of the Board,
the President or the Secretary.  Any resignation shall
take effect at the time specified therein or, if the
time when it shall become effective is not specified
therein, immediately upon its receipt.  The acceptance
of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.

            SECTION 3.     Removal of Officer, Agent or Employee
            .  Any officer, agent or employee of the
Corporation may be removed by the Board of Directors
with or without cause at any time, and the Board may
delegate the power of removal as to agents and employees
not elected or appointed by the Board of Directors.
Removal shall be without prejudice to the person's
contract rights, if any, but the appointment of any
person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

            SECTION 4.     Vacancies
            .  A vacancy in any office, whether arising
from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the
office that shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to
the office.

            SECTION 5.     Compensation
            .  The compensation of the officers of the
Corporation shall be fixed by the Board of Directors,
but this power may be delegated to any officer with
respect to other officers under his control.

            SECTION 6.     Bonds or Other Security
            .  If required by the Board, any officer,
agent or employee of the Corporation shall give a bond
or other security for the faithful performance of his
duties, in an amount and with any surety or sureties as
the Board may require.

            SECTION 7.     President
            .  The President shall be the chief executive
officer of the Corporation.  In the absence or inability
of the Chairman of the Board (or if there is none) to
act, the President shall preside at all meetings of the
stockholders and of the Board of Directors.  The
President shall have, subject to the control of the
Board of Directors, general charge of the business and
affairs of the Corporation, and may employ and discharge
employees and agents of the Corporation, except those
elected or appointed by the Board, and he may delegate
these powers.

            SECTION 8.     Vice President
            .  Each Vice President shall have the powers
and perform the duties that the Board of Directors or
the President may from time to time prescribe.

            SECTION 9.     Treasurer and Principal Financial Officer
            .  Subject to the provisions of any contract
that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the
Treasurer and Principal Financial Officer shall have
charge of all receipts and disbursements of the
Corporation and shall have or provide for the custody of
the Corporation's funds and securities; he shall have
full authority to receive and give receipts for all
money due and payable to the Corporation, and to endorse
checks, drafts, and warrants, in its name and on its
behalf and to give full discharge for the same; he shall
deposit all funds of the Corporation, except those that
may be required for current use, in such banks or other
places of deposit as the Board of  Directors may from
time to time designate; and, in general, he shall
perform all duties incident to the office of Treasurer
and Principal Financial Officer and such other duties as
may from time to time be assigned to him by the Board of
Directors or the President.

            SECTION 10.     Secretary
            .  The Secretary shall:
                  (a)     keep or cause to be kept in one or
more books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of
the Board and the stockholders;

                  (b)     see that all notices are duly given in
accordance with the provisions of these By-laws and as
required by law;

                  (c)     be custodian of the records and the
seal of the Corporation and affix and attest the seal to
all stock certificates of the Corporation (unless the
seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf
of the Corporation under its seal;

                  (d)     see that the books, reports,
statements, certificates and other documents and records
required by law to be kept and filed are properly kept
and filed; and

                  (e)     in general, perform all the duties
incident to the office of Secretary and such other
duties as from time to time may be assigned to him by
the Board of Directors or the President.

            SECTION 11.     Delegation of Duties
            .  In case of the absence of any officer of
the Corporation, or for any other reason that the Board
of Directors may deem sufficient, the Board may confer
for the time being the powers or duties, or any of them,
of such officer upon any other officer or upon any
director.

                    ARTICLE IV

                       STOCK

            SECTION 1.     Stock Certificates
            .  Unless otherwise provided by the Board of
Directors and permitted by law, each holder of stock of
the Corporation shall be entitled upon specific written
request to such person as may be designated by the
Corporation to have a certificate or certificates, in a
form approved by the Board, representing the number of
shares of stock of the Corporation owned by him;
provided, however, that certificates for fractional
shares will not be delivered in any case.  The
certificates representing shares of stock shall be
signed by or in the name of the Corporation by the
Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary or the
Treasurer and Principal Financial Officer or an
Assistant Treasurer and sealed with the seal of the
Corporation.   Any or all of the signatures or the seal
on the certificate may be facsimiles.  In case any
officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the
same effect as if the officer, transfer agent or
registrar was still in office at the date of issue.

            SECTION 2.     Stock Leger
            .  There shall be maintained a stock leger
containing the name and address of each stockholder and
the number of shares of stock of each class the
shareholder holds.   The stock leger may be in written
form or any other form which can be converted within a
reasonable time into written form for visual inspection.
The original or a duplicate of the stock leger shall be
kept at the principal office of the Corporation or at
any office or agency specified by the Board of
Directors.

            SECTION 3.     Transfer of Shares
            .  Transfers of shares of stock of the
Corporation shall be made on the stock records of the
Corporation only by the registered holder of the shares,
or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on
surrender of the certificate or certificates, if issued,
for the shares properly endorsed or accompanied by a
duly executed stock transfer power and the payment of
all taxes thereon.  Except as otherwise provided by law,
the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or
shares stand on the record of stockholders as the owner
of the share or shares 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
equitable or legal claim to or interest in any such
share or shares on the part of any other person.

            SECTION 4.     Regulations
            .  The Board of Directors may authorize the
issuance of uncertificated securities if permitted by
law.  If stock certificates are issued, the Board of
Directors may make any additional rules and regulations,
not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation.  The Board may appoint, or authorize any
officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares
of stock to bear the signature or signatures of any of
them.

            SECTION 5.     Lost, Destroyed or Mutilated
Certificates
            .  The holder of any certificate representing
the shares of stock of the Corporation shall immediately
notify the Corporation of its loss, destruction or
mutilation and the Corporation may issue a new
certificate of stock in the place of any certificate
issued by it that has been alleged to have been lost or
destroyed or that shall have been mutilated.  The Board
may, in its discretion, require the owner (or his legal
representative) of a lost, destroyed or mutilated
certificate:  to give to the Corporation a bond in a
sum, limited or unlimited, and in a form and with any
surety or sureties, as the Board in its absolute
discretion shall determine, to indemnify the Corporation
against any claim that may be made against it on account
of the alleged loss or destruction of any such
certificate, or issuance of a 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.

            SECTION 6.     Fixing of Record Date for
Dividends, Distributions, etc
            .  The Board may fix, in advance, a date not
more than ninety (90) days preceding the date fixed for
the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for
securities of the Corporation, or for the delivery of
evidence of rights or evidences of interests arising out
of any change, conversion or exchange of common stock or
other securities, as the record date for the
determination of the stockholders entitled to receive
any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders or
record at the time so fixed shall be entitled to receive
such dividend, distribution, allotment, rights or
interests.

            SECTION 7.     Information to Stockholders and Others
            .  Any stockholder of the Corporation or his
agent may inspect and copy during the Corporation's
usual business hours the Corporation's By-Laws, minutes
of the proceedings of its stockholders, annual
statements of its affairs and voting trust agreements on
file at its principal office.
ARTICLE V

               INDEMNIFICATION AND INSURANCE

            SECTION 1.     Indemnification of Directors and Officers
            .  Any person who was or is a party or is
threatened to be made a party in any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal or administrative or investigative, by reason
of the fact that such person is a current or former
director or officer of the Corporation, or is or was
serving while a director or officer of the Corporation,
at the request of the Corporation as a director,
officer, partner, trustee, employee, agent or fiduciary
of another corporation, partnership, joint venture,
trust, enterprise or employee benefit plan, shall be
indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and
reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under
the Maryland General Corporation Law, the Securities Act
of 1933, as amended, and the Investment Company Act of
1940, as those statues are now or hereafter in force,
except  that such indemnity shall not protect any such
person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise
be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling
conduct").

            SECTION 2.     Advances
            .  Any current or former director of officer
of the Corporation claiming indemnification within the
scope of this Article V shall be entitled to advances
from the Corporation for payment of the reasonable
expenses incurred by him in connection with proceedings
to which he is a party in the manner and to the full
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; provided
however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met and
a written undertaking to repay any such advance, if it
should ultimately be determined that the standard of
conduct has not been met , and provided further that at
least one of the following additional conditions is met:
(a) the person seeking indemnification shall provide a
security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is
insured against losses arising by reason of the advance;
or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company
Act of 1940 nor parties to the proceeding
("disinterested non-party directors"), or independent
legal counsel, in a written opinion, shall determine,
based on a review of facts readily available to the
Corporation at the time the advance is proposed to be
made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be
entitled to indemnification.

            SECTION 3.     Procedure
            .  At the request of any current or former
director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of
Directors shall determine, or cause to be determined, in
a manner consistent with 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, whether the
standards required by this Article V have been met;
provided, however, that indemnification shall be made
only following: (a) a final decision on the merits by a
court or other body before whom the proceeding was
brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of
such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified
was not liable by reason of disabling conduct, by (i)
the vote of a majority of a quorum of disinterested non-
party directors or (ii) an independent legal counsel in
a written opinion.

            SECTION 4.     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 set forth in
this Article V to the extent permissible under 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 5.     Other Rights
            .  The indemnification provided by this
Article V shall not be deemed exclusive of any other
right, with respect to indemnification or otherwise, to
which those seeking such indemnification may be entitled
under any insurance or other agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action by a director or officer of the
Corporation in his official capacity and as to action by
such person in another capacity while holding such
office or position, and shall continue as to a person
who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and
administrators of such a person.

            SECTION 6.     Insurance
            .  The Corporation shall have the power to
purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of
the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or
employee benefit plan, against any liability asserted
against and incurred by him in any such capacity, or
arising out of his status as such, provided that no
insurance may be obtained by the Corporation for
liabilities against which it would not have the power to
indemnify him under this Article V or applicable law.

                   ARTICLE VI     SEAL

            The seal of the Corporation shall be circular
in form and shall bear the name of the Corporation, the
year of its incorporation, the words "Corporate Seal"
and "Maryland" and any emblem or device approved by the
Board of Directors.  The seal may be used by causing it
or a facsimile to be impressed or affixed or in any
other manner reproduced, or by placing the word "(seal)"
adjacent to the signature of the authorized officer of
the Corporation.

              ARTICLE VII     FISCAL YEAR

            SECTION 1.     Fiscal Year
            .  The Corporation's fiscal year shall be
fixed by the Board of Directors.

            SECTION 2.     Accountant
                  (a)     The Corporation shall employ an
independent public accountant or a firm of independent
public accountants of national reputation as its
Accountant to examine the accountants of the Corporation
and to sign and certify the 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 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 that purpose.

                  (c)     Any vacancy occurring between annual
meetings, due to the resignation of the Accountant, may
be filled by the vote of a majority of the members of
the Board of Directors who are not "interested persons"
of the Corporation, as that term is defined in the
Investment Company Act of 1940, at a meeting called for
the purpose of voting such action.

       ARTICLE VIII

       CUSTODY OF SECURITIES

            SECTION 3.     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 4.     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 IX     AMENDMENTS

            These By-Laws may be amended or repealed by
the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board
of Directors, subject to the requirements of the
Investment Company Act of 1940, as amended.


                    As adopted, June 6, 1986
                    and as amended, March 19, 1998,
May 16, 2001, May 12, 2004, and February 26, 2009


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