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<TYPE>EX-99.77Q1 OTHR EXHB
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THE GABELLI EQUITY TRUST INC.
Exhibit 1- 77(Q)1(a)

 AMENDED AND RESTATED
BY-LAWS
OF
THE GABELLI EQUITY TRUST INC.

A Maryland Corporation


ARTICLE I

OFFICES

      SECTION 1.  Principal Office.  The principal office of The
Gabelli Equity Trust Inc. (the "Corporation") in the State of
Maryland shall be located at such place as the Board of Directors
may designate.

      SECTION 2.  Additional Offices.  The Corporation may have
additional offices, including a principal executive office, at
such places as the Board of Directors may from time to time
determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

       SECTION 1.  Annual Meeting.  The annual meeting of
stockholders of the Corporation shall be held at such date and
time as the Board of Directors shall determine in its discretion.
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 Articles of Incorporation (the
"Charter") or these By-Laws.

   SECTION 2.  Special Meetings.

       (a)  General.  The Chairman of the Board, the President,
the Chief Executive Officer or the Board of Directors may call a
special meeting of the stockholders.  Subject to subsection (b)
of this Section 2, a special meeting of stockholders shall also
be called by the Secretary of the Corporation to act on any
matter that may properly be considered at a meeting of
stockholders upon the written request of stockholders entitled to
cast not less than a majority of all the votes entitled to be
cast on such matter at such meeting.  Subject to subsection (b)
of this Article II, Section 2, any special meeting shall be held
at such place, date and time as may be designated by the Chairman
of the Board, the President, the Chief Executive Officer or the
Board of Directors, whoever shall have called the meeting.  In
fixing a date for any special meeting, the Chairman of the Board,
the President, the Chief Executive Officer or the Board of
Directors may consider such factors as he, she or it deems
relevant, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding
any request for the meeting and any plan of the Board of
Directors to call an annual meeting or a special meeting.

       (b)  Stockholder-Requested Special Meetings.  (1) Any
stockholder of record seeking to have stockholders request a
special meeting shall, by sending written notice to the Secretary
(the "Record Date Request Notice") by registered mail, return
receipt requested, request the Board of Directors to fix a record
date to determine the stockholders entitled to request a special
meeting (the "Request Record Date").  The Record Date Request
Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more
stockholders of record as of the date of signature (or their
agents duly authorized in a writing accompanying the Record Date
Request Notice), shall bear the date of signature of each such
stockholder (or such agent) and shall set forth all information
relating to each such stockholder and each matter proposed to be
acted on at the meeting that would be required to be disclosed in
connection with the solicitation of proxies for election of
directors in an election contest (even if an election contest is
not involved), or would otherwise be required in connection with
such a solicitation, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act").  Upon receiving the Record Date
Request Notice, the Board of Directors may fix a Request Record
Date.  The Request Record Date shall not precede and shall not be
more than ten days after the close of business on the date on
which the resolution fixing the Request Record Date is adopted by
the Board of Directors.  If the Board of Directors, within ten
days after the date on which a valid Record Date Request Notice
is received, fails to adopt a resolution fixing the Request
Record Date, the Request Record Date shall be the close of
business on the tenth day after the first date on which the
Record Date Request Notice is received by the Secretary.

        (2)  In order for any stockholder to request a special
meeting to act on any matter that may properly be considered at a
meeting of stockholders, one or more written requests for a
special meeting (collectively, the "Special Meeting Request")
signed by stockholders of record (or their agents duly authorized
in a writing accompanying the request) as of the Request Record
Date entitled to cast not less than a majority of all of the
votes entitled to be cast on such matter at such meeting (the
"Special Meeting Percentage") shall be delivered to the
Secretary.  In addition, the Special Meeting Request shall (a)
set forth the purpose of the meeting and the matters proposed to
be acted on at it (which shall be limited to those lawful matters
set forth in the Record Date Request Notice received by the
Secretary), (b) bear the date of signature of each such
stockholder (or such agent) signing the Special Meeting Request,
(c) set forth (i) the name and address, as they appear in the
Corporation's books, of each stockholder signing such request (or
on whose behalf the Special Meeting Request is signed), (ii) the
class, series and number of all shares of stock of the
Corporation which are owned (beneficially or of record) by each
such stockholder and (iii) the nominee holder for, and number of,
shares of stock of the Corporation owned beneficially but not of
record by such stockholder, (d) be sent to the Secretary by
registered mail, return receipt requested, and (e) be received by
the Secretary within 60 days after the Request Record Date.  Any
requesting stockholder (or agent duly authorized in a writing
accompanying the revocation of the Special Meeting Request) may
revoke his, her or its request for a special meeting at any time
by written revocation delivered to the Secretary.

        (3) The Secretary shall inform the requesting stockholders
of the reasonably estimated cost of preparing and mailing or
delivering the notice of the meeting (including the Corporation's
proxy materials).  The Secretary shall not be required to call a
special meeting upon stockholder request and such meeting shall
not be held unless, in addition to the documents required by
paragraph (2) of this Section 2(b), the Secretary receives
payment of such reasonably estimated cost prior to the
preparation and mailing or delivery of such notice of the
meeting.

 	 (4)  In the case of any special meeting called by the
Secretary upon the request of stockholders (a "Stockholder-
Requested Meeting"), such meeting shall be held at such place,
date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder-Requested
Meeting shall be not more than 90 days after the record date for
such meeting (the "Meeting Record Date"); and provided further
that if the Board of Directors fails to designate, within ten
days after the date that a valid Special Meeting Request is
actually received by the Secretary (the "Delivery Date"), a date
and time for a Stockholder-Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after the
Meeting Record Date or, if such 90th day is not a Business Day
(as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors
fails to designate a place for a Stockholder-Requested Meeting
within ten days after the Delivery Date, then such meeting shall
be held at the principal executive office of the Corporation.  In
the case of any Stockholder-Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date
within 30 days after the Delivery Date, then the close of
business on the 30th day after the Delivery Date shall be the
Meeting Record Date.  The Board of Directors may revoke the
notice for any Stockholder-Requested Meeting in the event that
the requesting stockholders fail to comply with the provisions of
paragraph (3) of this Section 2(b).

 	 (5)  If written revocations of the Special Meeting Request
have been delivered to the Secretary and the result is that
stockholders of record (or their agents duly authorized in
writing), as of the Request Record Date, entitled to cast less
than the Special Meeting Percentage have delivered, and not
revoked, requests for a special meeting to the Secretary: (i) if
the notice of meeting has not already been given, the Secretary
shall refrain from giving the notice of the meeting and send to
all requesting stockholders who have not revoked such requests
written notice of any revocation of a request for a special
meeting on the matter, or (ii) if the notice of meeting has been
given and if the Secretary first sends to all requesting
stockholders who have not revoked requests for a special meeting
on the matter written notice of any revocation of a request for
the special meeting and written notice of the Corporation's
intention to revoke the notice of the meeting or for the chairman
of the meeting to adjourn the meeting without action on the
matter, (A) the Secretary may revoke the notice of the meeting at
any time before ten days before the commencement of the meeting
or (B) the chairman of the meeting may call the meeting to order
and adjourn the meeting without acting on the matter.  Any
request for a special meeting received after a revocation by the
Secretary of a notice of a meeting shall be considered a request
for a new special meeting.

        (6)  The Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President may appoint
regionally or nationally recognized independent inspectors of
elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the Secretary.
For the purpose of permitting the inspectors to perform such
review, no such purported Special Meeting Request shall be deemed
to have been delivered to the Secretary until the earlier of (i)
five Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent
inspectors certify to the Corporation that the valid requests
received by the Secretary represent, as of the Request Record
Date, stockholders of record entitled to cast not less than the
Special Meeting Percentage.  Nothing contained in this paragraph
(6) shall in any way be construed to suggest or imply that the
Corporation or any stockholder shall not be entitled to contest
the validity of any request, whether during or after such five
Business Day period, or to take any other action (including,
without limitation, the commencement, prosecution or defense of
any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).

        (7)  For purposes of these By-Laws, "Business Day" shall
mean any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

       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 purpose of notice.
The notice of any meeting of stockholders may be accompanied by a
form of proxy approved by the Board of Directors in favor of the
actions or persons as the Board of Directors may select. Notice
of any meeting of stockholders shall be deemed waived by any
stockholder who attends the meeting in person or by proxy, or who
before or after the meeting submits a signed waiver of notice
that is filed with the records of the meeting.  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 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.  In the absence of a
quorum, the chairman of the meeting may adjourn the meeting as
provided in Section 5 of this Article II.  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, as amended (the "Investment Company Act"),
or other applicable statute, the Charter or these By-Laws, for
action upon any given matter shall not prevent action at the
meeting on any other 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 and Postponement.  The chairman of
the meeting may adjourn any meeting of stockholders sine die or
from time to time to a date not more than 120 days after the
original record date without notice other than announcement at
the meeting.  At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been
transacted at the meeting as originally notified.  The
Corporation may postpone or cancel a meeting of stockholders by
making a public announcement (as defined in Section 12(c)(3) of
this Article II) of such postponement or cancellation prior to
the meeting.  Notice of the date, time and place to which the
meeting is postponed shall be given not less than ten days prior
to such date and otherwise in the manner set forth in this
section.

       SECTION 6.  Organization and Conduct.  Every meeting of
stockholders shall be conducted by an individual appointed by the
Board of Directors to be chairman of the meeting or, in the
absence of such appointment or appointed individual, by the
Chairman of the Board, if any, or, in the case of a vacancy in
the office or absence of the Chairman of the Board, by one of the
following officers present at the meeting in the following order:
the Vice Chairman of the Board, if any, the President, any Vice
Presidents in order of their rank and seniority, the Secretary,
the Treasurer or, in the absence of such officers, a chairman
chosen by the stockholders by the vote of a majority of the votes
cast by stockholders present in person or by proxy.  The
Secretary, or, in the Secretary's absence, an Assistant
Secretary, or, in the absence of both the Secretary and Assistant
secretaries, an individual appointed by the Board of Directors
or, in the absence of such appointment, an individual appointed
by the chairman of the meeting shall act as secretary.  In the
event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary, or, in the absence of
Assistant Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the
minutes of the meeting.  The order of business and all other
matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting.  The chairman of the
meeting may prescribe such rules, regulations and procedures and
take such action as, in the discretion of such chairman and
without any action by the stockholders, are appropriate for the
proper conduct of the meeting, including, without limitation, (a)
restricting admission to the time set for the commencement of the
meeting; (b) limiting attendance at the meeting to stockholders
of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may
determine; (c) limiting participation at the meeting on any
matter to stockholders of record of the Corporation entitled to
vote on such matter, their duly authorized proxies and other such
individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments; (e)
determining when and for how long the polls should be open and
when the polls should be closed; (f) maintaining order and
security at the meeting; (g) removing any stockholder or any
other individual who refuses to comply with meeting procedures,
rules or guidelines as set forth by the chairman of the meeting;
(h) concluding a meeting or recessing or adjourning the meeting
to a later date and time and at a place announced at the meeting;
and (i) complying with any state and local laws and regulations
concerning safety and security.  Unless otherwise determined by
the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with the rules of
parliamentary procedure.

       SECTION 7.  Voting.  Except as otherwise provided by
statute or the 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 II.  The affirmative vote of a majority of the shares
present at a meeting of stockholders duly called and at which a
quorum is present shall be sufficient to elect a director.  Each
share may be voted for as many individuals as there are directors
to be elected and for whose election the share is entitled to be
voted.  A majority of the votes cast at a meeting of stockholders
duly called and at which a quorum is present shall be sufficient
to approve any other matter which may properly come before the
meeting, unless a different vote is required by statute or by the
Charter.

 	SECTION 8.  Proxies.  Each stockholder entitled to vote at
any meeting of stockholders may authorize another person or
persons to act for him or her by (i) transmitting any
authorization by telegram, cablegram, datagram, electronic mail,
or any other electronic or telephonic means in accordance with
procedures approved by an officer of the Corporation or (ii) a
proxy signed by the stockholder or his attorney-in-fact.  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.  Record Date.  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 or the
chairman of the meeting may appoint, before or at the meeting,
one or more inspectors for the meeting and any successor to the
inspector.  The inspectors, if any, shall (i) determine the
number of shares of stock represented at the meeting, in person
or by proxy, and the validity and effect of proxies, (ii) receive
and tabulate all votes, ballots or consents, (iii) report such
tabulation to the chairman of the meeting, (iv) hear and
determine all challenges and questions arising in connection with
the right to vote, and (v) do such acts as are proper to fairly
conduct the election or vote.  Each such report shall be in
writing and signed by the inspector or by a majority of them if
there is more than one inspector acting at such meeting.  If
there is more than one inspector, the report of a majority shall
be the report of the inspectors.  The report of the inspector or
inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence thereof.

       SECTION 11.  Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the 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.

       SECTION 12.  Proposals of Business.

       (a)  Annual Meetings of Stockholders.

        (1) Proposals of business to be considered by the
Corporation's stockholders may be made at an annual meeting of
stockholders (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who was a
stockholder of record from the time the stockholder gives notice
as provided for in this Section 12 to the time of the annual
meeting, who is entitled to vote at the annual meeting on any
such business and who has complied with this Section 12.

 	 (2)  For any business to be properly brought before an
annual meeting by a stockholder pursuant to Section 12(a)(1), the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such business must otherwise
be a proper matter for action by the stockholders.  To be timely,
a stockholder's notice shall set forth all information required
under this Section 12 and shall be delivered to the Secretary at
the principal executive office of the Corporation neither earlier
than 9:00 a.m. on the 150th day nor later than 5:00 p.m., Eastern
Time, on the 120th day before the first anniversary of the date
of the proxy statement (as defined in Section 12(c)(3) of this
Article II) for the preceding year's annual meeting; provided,
however, that in the event the date of the annual meeting is
advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding year's annual meeting,
or in the event that no annual meeting was held the preceding
year, notice by the stockholder will be timely if so delivered
not later than 5:00 p.m., Eastern Time, on the tenth day
following the day on which public announcement of the date of
such annual meeting is first made.  The public announcement of a
postponement or adjournment of an annual meeting shall not
commence a new time period for the giving of a stockholder's
notice as described above.

  	 (3)  Any stockholder's notice delivered pursuant to Section
12(a)(2) shall set forth:

  	 (i)  as to any business that the stockholder proposes to
bring before the annual meeting, a description of such business
(including the complete text of any resolutions to be presented
at the annual meeting), the stockholder's reasons for proposing
such business at the annual meeting and any material interest in
such business of such stockholder or any Stockholder Associated
Person (as defined below), individually or in the aggregate,
including any anticipated benefit to the stockholder or any
Stockholder Associated Person therefrom;

              (ii) as to each of the stockholder giving the
notice and any Stockholder Associated Person,

                (A)  the class, series and number of all shares
of stock or other securities of the Corporation (collectively,
"Company Securities"), if any, which are owned (beneficially or
of record) by such stockholder or Stockholder Associated Person,
the date(s) on which such Company Securities were acquired and
the investment intent of such acquisition(s), and any short
interest (including any opportunity to profit or share in any
benefit from any decrease in the price of such stock or other
security) in any Company Securities of any such person (whether
or not such person maintains a "net long" position),

    	   (B)  the nominee holder for, and number of, any Company
Securities owned beneficially but not of record by such
stockholder or Stockholder Associated Person,

      	 (C)  whether and the extent to which such stockholder
or Stockholder Associated Person, directly or indirectly (through
brokers, nominees or otherwise), is subject to or during the last
twelve months has engaged in any hedging, derivative or other
transaction or series of transactions or entered into any other
agreement, arrangement or understanding (including any short
interest, any borrowing or lending of securities or any proxy or
voting agreement) (w) the value of which is derived in whole or
in part from the value of any Company Securities, (x) which
otherwise provides any direct or indirect opportunity to gain or
share in any gain derived from changes in the value or price of
any Company Securities, (y) the effect or intent of which is to
mitigate loss or manage risk or benefit of changes in the value
or price of any Company Securities, or (z) which provides the
right to vote or increase or decrease the voting power of such
stockholder or Stockholder Associated Person, with respect to any
Company Securities;

                      (D) whether such stockholder or Stockholder
Associated Person is, or is not, an "interested person" of the
Corporation, as such term is defined in the Investment Company
Act, and the rules promulgated thereunder, and information
regarding such stockholder or Stockholder Associated Person that
is sufficient, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation,
to make such determination;

  	   (iii) as to each of the stockholder giving the notice and
any Stockholder Associated Person with an interest or ownership
referred to in clause (ii) of this Section 12(a)(3),

   	   (A) the name and address of such stockholder, as they
appear on the Corporation's stock ledger, and the current name
and business address, if different, of each such Stockholder
Associated Person, and

   	   (B) the investment strategy or objective, if any, of such
stockholder and each such Stockholder Associated Person who is
not an individual and a copy of the prospectus, offering
memorandum or similar document, if any, provided to investors or
potential investors in such stockholder and each such Stockholder
Associated Person;

  	   (iv)  to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting
the proposal of business on the date of such stockholder's
notice; and

  	   (v)  a representation that the stockholder giving notice
intends to appear in person or by proxy at the annual meeting of
stockholders to bring such business before the annual meeting.

 	  (4) "Stockholder Associated Person" of any stockholder
means (i) any person acting in concert with such stockholder
(including, but not limited to, in connection with such
stockholder's proposal of one or more Proposed Nominees (as
defined in Article I, Section 13 of these By-Laws) and/or of any
business) with respect to the Corporation or any Company
Securities, (ii) any beneficial owner of shares of stock of the
Corporation owned of record or beneficially by such stockholder
(as defined in Rule 16a-1(a)(1), without reference to the proviso
therein, or Rule 16a-1(a)(2), or any successor provisions, under
the Exchange Act), and (iii) any person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such stockholder
or such Stockholder Associated Person.

       (b)  Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall
have been brought before the special meeting pursuant to the
Corporation's notice of meeting.

       (c)  General.

         (1)  If information submitted pursuant to this Section 12
by any stockholder proposing business at an annual meeting of
stockholders shall be inaccurate or incomplete in any material
respect, such information may be deemed not to have been
provided, and the business in respect of which such information
is required by Section 12(a)(3) may be deemed not to have been
proposed, in accordance with this Section 12. Any such
stockholder shall notify the Corporation of any inaccuracy or
incompleteness (within two business days of becoming aware of
such inaccuracy or change) in any such information. Within five
business days after the record date related to the annual meeting
of stockholders, and upon written request by the Secretary or the
Board of Directors, within five business days of delivery of such
request (or such other period as may be specified in such
request), any such stockholder shall provide (i) written
verification, satisfactory, in the discretion of the Board of
Directors or any authorized officer of the Corporation, to
demonstrate the accuracy or certify the completeness of any
information submitted or required to be submitted by the
stockholder pursuant to this Section 12, and (ii) a written
update of any information submitted by the stockholder pursuant
to this Section 12 as of the record date or a date not later than
such request by the Secretary or the Board of Directors. If a
stockholder fails to provide such written verification or written
update within such period, the information as to which written
verification or a written update was requested may be deemed not
to have been provided, and the business in respect of which such
information is required by Section 12(a)(3) may be deemed not to
have been proposed, in accordance with this Section 12.
 	  (2)  Only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in
accordance with this Section 12. The Board of Directors and the
chairman of the meeting shall each have the power to determine
whether any business proposed to be brought before the meeting
was proposed in accordance with this Section 12.

         (3)  For purposes of this Section 12, "the date of the
proxy statement" shall have the same meaning as "the date of the
company's proxy statement released to shareholders" as used in
Rule 14a-8(e) promulgated under the Exchange Act, as interpreted
by the Securities and Exchange Commission from time to time.
"Public announcement" shall mean disclosure (i) in a press
release reported by the Dow Jones News Service, Associated Press,
Business Wire, PR Newswire or other widely circulated news or
wire service or (ii) in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant
to the Exchange Act.

  	 (4)  Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act, and any rules
and regulations thereunder.  Nothing in these By-Laws shall be
deemed to affect any right of a stockholder to request inclusion
of a proposal in, nor the right of the Corporation to omit a
proposal from, the Corporation's proxy statement pursuant to Rule
14a-8 (or any successor provision) under the Exchange Act.

       SECTION 13.  Nominations.

       (a)  Annual Meetings of Stockholders.

         (1)  Nominations of individuals for election to the Board
of Directors may be made at an annual meeting of stockholders (i)
by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who was a stockholder of record
from the time the stockholder gives notice as provided for in
this Section 13 to the time of the annual meeting, who is
entitled to vote at the annual meeting in the election of each
individual so nominated and who has complied with this Section
13.

         (2)  For any nomination to be properly brought before an
annual meeting by a stockholder pursuant to Section 13(a)(1), the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice shall set forth all information required under this
Section 13 and shall be delivered to the Secretary at the
principal executive office of the Corporation neither earlier
than 9:00 a.m. on the 150th day nor later than 5:00 p.m., Eastern
Time, on the 120th day before the first anniversary of the date
of the proxy statement for the preceding year's annual meeting;
provided however, that in the event the date of the annual
meeting is advanced or delayed by more than 30 days from the
first anniversary of the date of the preceding year's annual
meeting, or in the event that no annual meeting was held the
preceding year, notice by the stockholder will be timely if so
delivered not later than 5:00 p.m., Eastern Time, on the tenth
day following the day on which public announcement of the date of
such annual meeting is first made. The public announcement of a
postponement or adjournment of an annual meeting shall not
commence a new time period for the giving of a stockholder's
notice as described above.

         (3)  Any stockholder's notice delivered pursuant to
Section 13(a)(2) shall set forth:

                (i)  as to each individual whom the stockholder
proposes to nominate for election or reelection as a director
(each, a "Proposed Nominee"), all information relating to the
Proposed Nominee that would be required to be disclosed in
connection with the solicitation of proxies for the election of
the Proposed Nominee as a director in an election contest (even
if an election contest is not involved), or would otherwise be
required in connection with such solicitation, in each case
pursuant to Regulation 14A (or any successor provision) under the
Exchange Act;

 	    (ii)  as to each of the stockholder giving the notice,
any Proposed Nominee and any Stockholder Associated Person,

        (A)  the class, series and number of all shares of stock
or other securities of the Corporation (collectively, "Company
Securities"), if any, which are owned (beneficially or of record)
by such stockholder, Proposed Nominee or Stockholder Associated
Person, the date(s) on which such Company Securities were
acquired and the investment intent of such acquisition(s), and
any short interest (including any opportunity to profit or share
in any benefit from any decrease in the price of such stock or
other security) in any Company Securities of any such person
(whether or not such person maintains a "net long" position),

                      (B) the nominee
holder for, and number of, any Company Securities owned
beneficially but not of record by such stockholder, Proposed
Nominee or Stockholder Associated Person,

  	   		  (C) whether and the extent to
which such stockholder, Proposed Nominee or Stockholder
Associated Person, directly or indirectly (through brokers,
nominees or otherwise), is subject to or during the last twelve
months has engaged in any hedging, derivative or other
transaction or series of transactions or entered into any other
agreement, arrangement or understanding (including any short
interest, any borrowing or lending of securities or any proxy or
voting agreement) (w) the value of which is derived in whole or
in part from the value of any Company Securities, (x) which
otherwise provides any direct or indirect opportunity to gain or
share in any gain derived from changes in the value or price of
any Company Securities, (y) the effect or intent of which is to
mitigate loss or manage risk or benefit of changes in the value
or price of any Company Securities, or (z) which provides the
right to vote or increase or decrease the voting power of such
stockholder, Proposed Nominee or Stockholder Associated Person,
with respect to any Company Securities;

     	  		(D)  whether such stockholder,
Proposed Nominee or Stockholder Associated Person is, or is not,
an "interested person" of the Corporation, as such term is
defined in the Investment Company Act, and the rules promulgated
thereunder, and information regarding such stockholder, Proposed
Nominee or Stockholder Associated Person that is sufficient, in
the discretion of the Board of Directors or any committee thereof
or any authorized officer of the Corporation, to make such
determination;

           (iii) as to each of the stockholder giving the notice,
any Stockholder Associated Person with an interest or ownership
referred to in clause (ii) of this Section 13(a)(3) and any
Proposed Nominee,

    	   (A) the name and address of such stockholder, as they
appear on the Corporation's stock ledger, and the current name
and business address, if different, of each such Stockholder
Associated Person and any Proposed Nominee, and

     	  (B) the investment strategy or objective, if any, of
such stockholder and each such Stockholder Associated Person who
is not an individual and a copy of the prospectus, offering
memorandum or similar document, if any, provided to investors or
potential investors in such stockholder and each such Stockholder
Associated Person;

  	   (iv) to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting
the nominee for election or reelection as a director of the
Corporation on the date of such stockholder's notice; and

    	 (v) a representation that the stockholder giving notice
intends to appear in person or by proxy at the annual meeting of
stockholders to nominate the persons named in its notice.

  	 (4)  Such stockholder's notice shall, with respect to any
Proposed Nominee, be accompanied by a certificate executed by the
Proposed Nominee (i) certifying that such Proposed Nominee (a) is
not, and will not become a party to, any agreement, arrangement
or understanding with any person or entity other than the
Corporation in connection with service or action as a director of
the Corporation that has not been disclosed to the Corporation
and (b) will serve as a director of the Corporation if elected;
and (ii) attaching a completed Proposed Nominee questionnaire,
which questionnaire shall be provided by the Corporation, upon
request, to the stockholder providing the notice and shall
include all information relating to the Proposed Nominee that
would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee
as a director in an election contest (even if an election contest
is not involved), or would otherwise be required in connection
with such solicitation, in each case pursuant to Regulation 14A
(or any successor provision) under the Exchange Act, or would be
required pursuant to the rules of any national securities
exchange or over-the-counter market applicable to any Company
Securities.

  	 (5)  Notwithstanding anything in this Section 13(a) 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 of such action at least 130 days prior to the first
anniversary of the date of the proxy statement for the preceding
year's annual meeting, a stockholder's notice required by this
Section 13(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than 5:00
p.m., Eastern Time, on the tenth day following the day on which
such public announcement is first made by the Corporation.

       (b)  Special Meetings of Stockholders.  Nominations of
individuals for election to the Board of Directors may be made at
a special meeting of stockholders at which directors are to be
elected only (i) by or at the direction of the Board of Directors
or (ii) 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
from the time the stockholder gives notice provided for in this
Section 13 to the time of the special meeting, who is entitled to
vote at the special meeting in the election of each individual so
nominated and who has complied with the notice procedures set
forth in this Section 13. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one
or more individuals to the Board of Directors, any such
stockholder may nominate an individual or individuals (as the
case may be) for election as a director as specified in the
Corporation's notice of meeting, if the stockholder's notice,
containing the information required by Sections 13(a)(3) and
13(a)(4) (replacing references to "annual meeting" with "special
meeting"), shall be delivered to the Secretary at the principal
executive office of the Corporation not earlier than the 60th day
before such special meeting and not later than 5:00 p.m., Eastern
Time, on the later of the 30th day before such special meeting or
the tenth day following the day on which public announcement is
first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such special
meeting. The public announcement of a postponement or adjournment
of a special meeting shall not commence a new time period for the
giving of a stockholder's notice as described above.

       (c)  General.

             (1)  If information submitted pursuant to this
Section 13 by any stockholder proposing a nominee for election as
a director shall be inaccurate or incomplete in any material
respect, such information may be deemed not to have been
provided, and the nomination in respect of which such information
is required by Section 13(a)(3) may be deemed not to have been
made, in accordance with this Section 13. Any such stockholder
shall notify the Corporation of any inaccuracy or incompleteness
(within two business days of becoming aware of such inaccuracy or
change) in any such information. Within five business days after
the record date related to the annual or special meeting of
stockholders, and upon written request by the Secretary or the
Board of Directors, within five business days of delivery of such
request (or such other period as may be specified in such
request), any such stockholder shall provide (i) written
verification, satisfactory, in the discretion of the Board of
Directors or any authorized officer of the Corporation, to
demonstrate the accuracy or certify the completeness of any
information submitted or required to be submitted by the
stockholder pursuant to this Section 13, and (ii) a written
update of any information submitted by the stockholder pursuant
to this Section 13 as of the record date or a date not later than
such request by the Secretary or the Board of Directors. If a
stockholder fails to provide such written verification or written
update within such period, the information as to which written
verification or a written update was requested may be deemed not
to have been provided, and the nomination in respect of which
such information is required by Section 13(a)(3) may be deemed
not to have been made, in accordance with this Section 13.

           (2)  Only such individuals who are nominated in
accordance with this Section 13 shall be eligible for election by
stockholders as directors. The Board of Directors and the
chairman of the meeting shall each have the power to determine
whether a nomination was made in accordance with this Section 13.

ARTICLE III

BOARD OF DIRECTORS

       SECTION 1.  General Powers.  Except as otherwise provided
in the 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 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; provided, however, that the number of
directors shall in no event be fewer than the minimum number
required by the Maryland General Corporation Law (the "MGCL") nor
more than twelve (12).  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.  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 or she
shall have resigned or have been removed as provided in these By-
Laws, or as otherwise provided by statute or the Charter.  Any
vacancy created by an increase in directors may be filled in
accordance with Section 4 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 the MGCL 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 immediately upon its receipt or
at such later time specified in the resignation.  Acceptance of a
resignation shall not be necessary to make it effective unless
the resignation states otherwise.

       SECTION 4.  Vacancies.  If for any reason any or all the
directors cease to be directors, such event shall not terminate
the Corporation or affect these By-Laws or the powers of the
remaining directors hereunder, if any.  Pursuant to the
Corporation's election to be subject to Section 3-804(c) of the
MGCL, except as may be provided by the Board of Directors in
setting the terms of any class or series of preferred stock and
subject to the Investment Company Act, (a) any vacancy on the
Board of Directors may be filled only by a majority of the
remaining directors, even if the remaining directors do not
constitute a quorum and (b) any director elected to fill a
vacancy shall serve for the remainder of the full term of the
class in which the vacancy occurred and until a successor is
elected and qualifies.  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 under the Investment Company Act, 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.

       SECTION 5.  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 6.  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 7.  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 8.  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 9.  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 10.  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 11.  Quorum and Voting.

            (a)  General.  A majority of the entire Board of
Directors shall constitute a quorum for transaction of business
at any meeting of the Board of Directors and, except as otherwise
expressly required by statute, the Charter, these By-Laws, the
Investment Company Act, 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.  The directors present at a meeting which has
been duly called and at which a quorum has been established may
continue to transact business until adjournment, notwithstanding
the withdrawal from the meeting of enough directors to leave
fewer than required to establish a quorum.

       (b)  Extraordinary Transactions.  The affirmative vote of
two-thirds of the entire Board of Directors shall be required to
approve or declare advisable:

            (1)  Any amendment to the Charter to make the
Corporation's common stock a "redeemable security" or to convert
the Corporation, whether by merger or otherwise, from a "closed-
end company" to an "open-end company" (as such terms are defined
in the Investment Company Act);

            (2)  The liquidation or dissolution of the Corporation
and any amendment to the Charter to effect any such liquidation
or dissolution; or

            (3)  Any merger, consolidation, share exchange or sale
or exchange of all or substantially all of the assets of the
Corporation that the MGCL requires be approved by the
stockholders of the Corporation.

       SECTION 12.  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 13.  Committees.  The Board of Directors may
designate one (1) or more committees of the Board of Directors,
each consisting of one (1) 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 14.  Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the Investment Company
Act, 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 15.  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 16.  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 or
she 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 17.  [RESERVED].

 	SECTION 18.  Qualification.  Pursuant to the authority
granted by Section 2-403 of the MGCL, 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 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 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 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 IV

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 or she 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
immediately upon its receipt or at such later time specified in
the resignation.  The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the
resignation.

       SECTION 3.  Removal of Officer or Agent.  Any officer or
agent of the Corporation may be removed, with or without cause,
by the Board of Directors if in its judgment the best interests
of the Corporation would be served thereby.  The Board may
delegate the power of removal as to agents 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 or agent 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 or she 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 or she shall have the 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 or she 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 or
she 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 or her 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 or her 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 V

STOCK

       SECTION 1. Stock Certificates. Unless otherwise provided by
the Board of Directors, 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 representing the shares of stock held by such
holder.  In the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be in such
form as prescribed by the Board of Directors or a duly authorized
officer, shall contain the statements and information required by
the MGCL and shall be signed by the officers of the Corporation
in the manner permitted by the MGCL.  In the event that the
Corporation issues shares of stock without certificates, to the
extent then required by the MGCL, the Corporation shall provide
to the record holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates.  There shall be no differences in the rights and
obligations of stockholders based on whether or not their shares
are represented by certificates.

       SECTION 2.  Stock Ledger.  There shall be maintained a
stock ledger containing the name and address of each stockholder
and the number of shares of stock of each class the shareholder
holds. The stock ledger 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
ledger shall be kept at the principal office of the Corporation
or at any other office or agency specified by the Board of
Directors.

       SECTION 3.  Transfers 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 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 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 evidences 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 of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment rights or interests.

ARTICLE VI

INDEMNIFICATION, ADVANCE OF EXPENSES 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, 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 MGCL, the Securities Act of
1933, as amended, and the Investment Company Act, as those
statutes 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 or
officer of the Corporation claiming indemnification within the
scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him or her in connection with proceedings to which he or she is a
party in the manner and to the full extent permissible under the
MGCL, the Securities Act of 1933, as amended, and the Investment
Company Act, 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, 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 MGCL, the Securities Act of 1933, as amended, and the
Investment Company Act, 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 the MGCL, the Securities Act of 1933, as amended, and the
Investment Company Act, 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.  General; Other Rights.  The rights to
indemnification and advance of expenses provided by the Charter
and these By-Laws shall vest immediately upon election of a
director or officer.  Neither the amendment nor repeal of this
Article, nor the adoption or amendment of any other provision of
the Charter or these By-Laws inconsistent with this Article,
shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act
which occurred prior to such amendment, repeal or adoption.  The
indemnification provided by this Article VI 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, or who, while 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 or her in any such
capacity, or arising out of his or her status as such, and
reasonable expenses incurred by him or her in connection with
proceedings to which he or she is made a party, provided that no
insurance may be obtained by the Corporation for liabilities
against which the Corporation is specifically prohibited from
indemnifying him or her under this Article VI or applicable law.

ARTICLE VII

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 VIII

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 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 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, at a meeting called for the
purpose of voting on such action.

ARTICLE IX

CUSTODY OF SECURITIES

       SECTION 1.  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, 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 2. 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 X

AMENDMENTS

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



As adopted, June 6, 1986 and as amended, March 19, 1998,
May 16, 2001, May 12, 2004, February 26, 2009, January 15,
2010 (Amendment No. 1), and November [  ], 2010.


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