<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>rqibylaws.txt
<DESCRIPTION>BY LAWS
<TEXT>
BY-LAWS
OF
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
(As amended June 23, 2010)
____________________________

ARTICLE I
Offices
Section 1. Principal Office in Maryland. The Corporation shall have a
principal office in the City of Baltimore, State of Maryland.
Section 2. Other Offices. The Corporation may have offices also at such other
places within and without the State of Maryland as the Board of Directors may
from time to time determine or as the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meeting. Meetings of stockholders shall be held at such
places within or outside the United States as shall be fixed from time to time
by the Board of Directors.
Section 2. Annual Meetings. The Corporation shall not be required to hold an
annual meeting of stockholders in any year in which the election of directors
is not required to be acted on by stockholders under the Investment Company
Act of 1940. If the Corporation is required to hold a meeting of stockholders
to elect directors, the meeting shall be designated as the annual meeting of
stockholders for that year and shall be held no later than 120 days after the
occurrence of the event requiring the meeting. Any business may be considered
at an annual meeting of stockholders without the purpose of the meeting having
been specified in the notice.
Section 3. Notice of Annual Meeting. Written or printed notice of the annual
meeting, stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat and each other shareholder entitled to
notice thereof not less than ten nor more than ninety days before the date of
the meeting.
Section 4. Special Meetings. Special meetings of stockholders may be called by
the chairman, the president or by the Board of Directors and shall be called
by the secretary upon the written request of holders of shares entitled to
cast not less than twenty-five percent of all the votes entitled to be cast at
such meeting. Such request shall state the purpose or purposes of such meeting
and the matters proposed to be acted on thereat. In the case of such request
for a special meeting, upon payment by such stockholders to the Corporation of
the estimated reasonable cost of preparing and mailing a notice of such
meeting, the secretary shall give the notice of such meeting. The secretary
shall not be required to call a special meeting to consider any matter which
is substantially the same as a matter acted upon at any special meeting of
stockholders held within the preceding twelve months unless requested to do so
by holders of shares entitled to cast not less than a majority of all votes
entitled to be cast at such meeting. Notwithstanding the foregoing, to the
extent required by the Investment Company Act of 1940, special meetings of
stockholders for the purpose of voting upon the question of removal of any
director or directors of the Corporation shall be called by the secretary upon
the written request of holders of shares entitled to cast not less than ten
percent of all the votes entitled to be cast at such meeting.
Section 5. Notice of Special Meeting. Written or printed notice of a special
meeting of stockholders, stating the place, date, hour and purpose thereof,
shall be given by the secretary to each stockholder entitled to vote thereat
and each other shareholder entitled to notice thereof not less than ten nor
more than ninety days before the date fixed for the meeting.
Section 6. Business of Special Meetings. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice
thereof.
Section 7.  Quorum. The holders of shares entitled to cast one-third of the
votes entitled to be cast thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except with respect to any matter which, under
applicable statutes or regulatory requirements or the Corporation's charter,
requires approval by a separate vote of one or more classes of stock, in
which case the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast separately on the
matter shall constitute a quorum with respect to those classes of stock. A
meeting of stockholders convened on the date for which it is called may be
adjourned from time to time without further notice to a date not more than
120 days after the record date.
Section 8. Adjournment. Any meeting of the stockholders convened on the date
for which it was called may be adjourned from time to time, without notice
other than by announcement at the meeting at which the adjournment was taken.
In the absence of a quorum, the stockholders present in person or by proxy, by
majority vote of those present and without notice other than by announcement
at the meeting, may adjourn the meeting from time to time as provided for in
this Section 8 of Article II. 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 without
further notice to a date more than 120 days after the original record date
determined pursuant to Section 11 of this Article II.
Section 9. Voting. When a quorum is present at any meeting, the affirmative
vote of a majority of the votes cast by stockholders entitled to vote on the
matter shall decide any question brought before such meeting (except that
directors may be elected by the affirmative vote of a plurality of the votes
cast), unless the question is one upon which by express provision of the
Investment Company Act of 1940, as from time to time in effect, or other
statutes, or rules or orders of the Securities and Exchange Commission or any
successor thereto or of the Charter a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
Section 10. Proxies. Each stockholder shall at every meeting of stockholders
be entitled to vote in person or by proxy appointed in such manner as may be
permitted by Maryland law. No proxy shall be voted after eleven months from
its date, unless otherwise provided in the proxy.
Section 11. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date which
shall be not more than ninety days and, in the case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, twenty days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days immediately
preceding such meeting. If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders: (1) The record
date for the determination of stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business on the day on
which notice of the meeting of stockholders is mailed or the day thirty days
before the meeting, whichever is the closer date to the meeting; and (2) The
record date for the determination of stockholders entitled to receive payment
of a dividend or an allotment of any rights shall be at the close of business
on the day on which the resolution of the Board of Directors declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment date shall not be more than sixty days after the date of the
adoption of such resolution. If a record date has been fixed for the
determination of stockholders entitled to vote at a meeting, only the
stockholders of record on the record date shall be entitled to vote at the
meeting and such stockholders shall be entitled to vote at the meeting
notwithstanding the subsequent transfer or redemption of the shares owned of
record on such date.
Section 12. Inspectors of Election. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his duties, may
be required to take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best
of his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count
and tabulate all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
Section 13. Informal Action by Stockholders. Except to the extent prohibited
by the Investment Company Act of 1940, as from time to time in effect, or
rules or orders of the Securities and Exchange Commission or any successor
thereto, any action required or permitted to be taken at any meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by all the stockholders entitled to vote on the
subject matter thereof, and such consent is filed with the records of the
Corporation.

ARTICLE III
Board of Directors
Section 1. Number of Directors. The number of directors constituting the
entire Board of Directors (which initially was fixed at two in the
Corporation's Articles of Incorporation) may be increased or decreased from
time to time by the vote of a majority of the entire Board of Directors within
the limits permitted by law but at no time may be more than twenty, but the
tenure of office of a director in office at the time of any decrease in the
number of directors shall not be affected as a result thereof. The directors
shall be elected to hold offices at the annual meeting of stockholders and
each director shall hold office until the next annual meeting of stockholders
or until his successor is elected and qualifies. Any director may resign at
any time upon written notice to the Corporation. Any director may be removed,
either with or without cause, at any meeting of stockholders duly called and
at which a quorum is present by the affirmative vote of the majority of the
votes entitled to be cast thereon, and the vacancy in the Board of Directors
caused by such removal may be filled by the stockholders at the time of such
removal. Directors need not be stockholders.
Section 2. Vacancies and Newly-Created Directorships. Any vacancy occurring in
the Board of Directors for any cause other than by reason of an increase in
the number of directors may be filled by a majority of the remaining members
of the Board of Directors although such majority is less than a quorum. Any
vacancy occurring by reason of an increase in the number of directors may be
filled by a majority of the entire Board of Directors. A director elected by
the Board of Directors to fill a vacancy shall be elected to hold office until
the next annual meeting of stockholders or until his successor is elected and
qualifies.
Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Charter or by these By-Laws conferred
upon or reserved to the stockholders.
Section 4. Meetings. The Board of Directors of the Corporation or any
committee thereof may hold meetings, both regular and special, either within
or without the State of Maryland. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time
to time be determined by the Board of Directors. Special meetings of the Board
of Directors may be called by the chairman, the president or by two or more
directors. Notice of special meetings of the Board of Directors shall be given
by the secretary to each director at least three days before the meeting if by
mail or at least 24 hours before the meeting if given in person or by
telephone or by telegraph. The notice need not specify the business to be
transacted.
Section 5. Quorum and Voting. During such times when the Board of Directors
shall consist of more than one director, a quorum for the transaction of
business at meetings of the Board of Directors shall consist of one-third of
the entire Board of Directors, but in no event less than two directors. The
action of a majority of the directors present at a meeting at which a quorum
is present shall be the action of the Board of Directors. If a quorum shall
not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. Chairman of the Board of Directors.  The Board of Directors may
appoint a chairman, or co-chairmen, of the Board of Directors, who shall
preside at all meetings of the stockholders and of the Board of Directors.
The chairman shall be ex officio a member of all committees designated by the
Board of Directors except as otherwise determined by the Board of Directors.
The chairman shall have authority to execute instruments and contracts on
behalf of the Corporation except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some officer or agent of the
Corporation.
Section 7. Committees. The Board of Directors may appoint from among its
members an executive committee and other committees of the Board of Directors,
each committee to be composed of one or more of the directors of the
Corporation. The Board of Directors may delegate to such committees any of the
powers of the Board of Directors except those which may not by law be
delegated to a committee. Such committee or committees shall have the name or
names as may be determined from time to time by resolution adopted by the
Board of Directors. Unless the Board of Directors designates one or more
directors as alternate members of any committee, who may replace an absent or
disqualified member at any meeting of the committee, the members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member of such committee. At meetings of any such committee, a majority of the
members or alternate members of such committee shall constitute a quorum for
the transaction of business and the act of a majority of the members or
alternate members present at any meeting at which a quorum is present shall
be the act of the committee.
Section 8. Minutes of Committee Meetings. The committees shall keep regular
minutes of their proceedings.
Section 9. Informal Action by Board of Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if a written consent
thereto is signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee, provided,
however, that such written consent shall not constitute approval of any
matter which pursuant to the Investment Company Act of 1940 and the rules
thereunder requires the approval of directors by vote cast in person at a
meeting.
Section 10. Meeting by Conference Telephone. The members of the Board of
Directors or any committee thereof may participate in a meeting of the Board
of Directors or committee 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 and such participation shall
constitute presence in person at such meeting, provided, however, that such
participation shall not constitute presence in person with respect to matters
which pursuant to the Investment Company Act of 1940 and the rules thereunder
require the approval of directors by vote cast in person at a meeting.
Section 11. Fees and Expenses. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors, a stated salary
as director or such other compensation as the Board of Directors may approve.
No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like reimbursement and compensation for
attending committee meetings.

ARTICLE IV
Notices

Section 1. General. Notices to directors and stockholders mailed to them at
their post office addresses appearing on the books of the Corporation shall be
deemed to be given at the time when deposited in the United States mail.
Section 2. Waiver of Notice. Whenever any notice is required to be given under
the provisions of the statutes, of the Charter or of these By-Laws, each
person entitled to said notice waives notice if, before or after the meeting
he signs a written waiver of notice and such waiver is filed with the records
of the meeting. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE V
Officers

Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a president, a secretary and a treasurer.
The Board of Directors may choose also such vice presidents, assistant
secretaries, assistant treasurers and other officers and agents as it may deem
desirable and who shall have such authority and perform such duties as the
Directors may determine. Any number of offices may be held by the same person,
except that no person may serve concurrently as both president and vice
president. No officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Section 2. Tenure of Officers. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors. Each officer shall hold his
office until his successor is elected and qualifies or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Any officer elected or appointed by the Board of Directors
may be removed at any time by the Board of Directors when, in its judgment,
the best interests of the Corporation will be served thereby. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 3. President. In the absence or disability of the chairman, the
president shall perform the duties and exercise the powers of the chairman.
The president shall be the chief executive officer and shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.  The
president shall perform such other duties and have such other powers as the
chairman or the Board of Directors may from time to time prescribe. He shall
have authority to execute instruments and contracts on behalf of the
Corporation except where required by law to be otherwise signed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 4. Vice Presidents. The vice presidents shall act under the direction
of the chairman and the president and in the absence or disability of the
president shall perform the duties and exercise the powers of the president.
They shall perform such other duties and have such other powers as the
chairman, the president or the Board of Directors may from time to time
prescribe. The Board of Directors may designate one or more executive vice
presidents or may otherwise specify the order of seniority of the vice
presidents and, in that event, the duties and powers of the president shall
descend to the vice presidents in the specified order of seniority.
Section 5. Secretary. The secretary shall act under the direction of the
chairman and the president. Subject to the direction of the chairman and the
president, he shall attend all meetings of the Board of Directors and all
meetings of stockholders and record the proceedings in a book to be kept for
that purpose and shall perform like duties for the committees designated by
the Board of Directors when required. He shall give, or cause to be given,
notice of all meetings of stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
chairman, the president or the Board of Directors. He shall keep in safe
custody the seal of the Corporation and shall affix the seal or cause it to be
affixed to any instrument requiring it.
Section 6. Assistant Secretaries. The assistant secretaries in the order of
their seniority, unless otherwise determined by the chairman, the president,
or the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary. They
shall perform such other duties and have such other powers as the chairman,
the president or the Board of Directors may from time to time prescribe.
Section 7. Treasurer. The treasurer shall act under the direction of the
chairman and the president. Subject to the direction of the chairman and the
president he shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as may be designated by the Board of Directors. He shall disburse the funds of
the Corporation as may be ordered by the chairman, the president or the Board
of Directors, taking proper vouchers for such disbursements, and shall render
to the chairman, the president and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation.
Section 8. Assistant Treasurers. The assistant treasurers in the order of
their seniority, unless otherwise determined by the chairman, the president or
the Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the chairman, the
president or the Board of Directors may from time to time prescribe.
ARTICLE VI
Certificates of Stock
Section 1. General. Every holder of stock of the Corporation who has made full
payment of the consideration for such stock shall be entitled upon request to
have a certificate, signed by, or in the name of the Corporation by, the
chairman, the president or a vice president and countersigned by the treasurer
or an assistant treasurer or the secretary or an assistant secretary of the
Corporation, certifying the number of whole shares of each class of stock
owned by him in the Corporation.
Section 2. Fractional Share Interests. The Corporation may issue fractions of
a share of stock. Fractional shares of stock shall have proportionately to the
respective fractions represented thereby all the rights of whole shares,
including the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Corporation, excluding,
however, the right to receive a stock certificate representing such fractional
shares.
Section 3. Signatures on Certificates. Any of or all the signatures on a
certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, it may be issued with the same
effect as if he were such officer at the date of issue. The seal of the
Corporation or a facsimile thereof may, but need not, be affixed to
certificates of stock.
Section 4. Lost. Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of any affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
or certificates alleged to have been lost, stolen or destroyed.
Section 5. Transfer of Shares. Upon request by the registered owner of shares,
and if a certificate has been issued to represent such shares upon surrender
to the Corporation or a transfer agent of the Corporation of a certificate for
shares of stock duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation,
if it is satisfied that all provisions of the Charter, of the By-Laws and of
the law regarding the transfer of shares have been duly complied with, to
record the transaction upon its books, issue a new certificate to the person
entitled thereto upon request for such certificate, and cancel the old
certificate, if any.
Section 6. Registered Owners. The Corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be the exclusive
owner for all purposes including voting and dividends, and the Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Maryland.

ARTICLE VII
Miscellaneous
Section 1. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve.
Section 2. Dividends. Dividends upon the stock of the Corporation may, subject
to the provisions of the Charter and of applicable law, be declared by the
Board of Directors at any time. Dividends may be paid in cash, in property or
in shares of the Corporation's stock, subject to the provisions of the Charter
and of applicable law.
Section 3. Capital Gains Distributions. The amount and number of capital gains
distributions paid to the stockholders during each fiscal year shall be
determined by the Board of Directors. Each such payment shall be accompanied
by a statement as to the source of such payment, to the extent required by law.
Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 6. Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in another manner reproduced or by placing the word
"(seal)" adjacent to the signature of the person authorized to sign the
document on behalf of the Corporation.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Directors and Officers. The Corporation shall
indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The
Corporation shall indemnify its officers to the same extent as its directors
and to such further extent as is consistent with law. The Corporation shall
indemnify its directors and officers who while serving as directors or
officers also serve at the request of the Corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan
to the fullest extent consistent with law. The indemnification and other
rights provided by this Article 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. This Article 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 seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification without requiring a preliminary determination of
ultimate entitlement to indemnification except as provided below, to the
fullest extent permissible under the Maryland General Corporation Law. 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. In addition, at least one of the
following additional conditions shall be 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, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall have determined, 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 person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation Law,
whether the standards required by this Article have been met. 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, (b) dismissal of
the proceeding against the person to be indemnified for insufficiency of
evidence of any disabling conduct, or (b) in the absence of such a decision or
dismissal, 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. Any determination
pursuant to this Section 3 shall not prevent recovery from any person of any
amount paid to be in accordance with this By-Law as indemnification if such
person is subsequently adjudicated by a court of competent jurisdiction to be
liable by reason of disabling conduct.
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, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.
Section 5. Other Rights. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise. The
Corporation shall not be liable for any payment under this By-Law in
connection with a claim made by a director, officer, employee or agent to the
extent such director, officer, employee or agent has otherwise actually
received payment under an insurance policy, agreement, resolution or
otherwise. The rights provided to any person by this Article shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director, officer,
employee, or agent as provided above.
Section 6. Amendments. References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940 as from time to time
amended. No amendment of these By-laws shall effect any right of any person
under this Article based on any event, omission or proceeding prior to the
amendment.
ARTICLE IX
Amendments
The Board of Directors shall have the power to make, alter and repeal by-laws
of the Corporation.

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</DOCUMENT>
