<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>wrd2bylaws093004.txt
<DESCRIPTION>AMENDED BYLAWS
<TEXT>
Exhibit 77Q1(a)-Amended and Restated By-Laws of the Registrant
OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
________________
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 place, either within the State of Maryland or at
such other place within the United States, as shall be fixed from
time to time by the Board of Directors.
Section 2.	Annual Meetings.  Annual meetings of stockholders
shall be held on a date fixed from time to time by the Board of
Directors not less than ninety nor more than one hundred twenty days
following the end of each fiscal year of the Corporation, for the
election of directors and the transaction of any other business
within the powers of the Corporation.
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.
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 a majority of the stock
issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business.
Section 8.	Voting.  When a quorum is present at any meeting,
the affirmative vote of a majority of the votes cast 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 Articles of
Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such
question.
Section 9.	Proxies.  Each stockholder shall at every meeting
of stockholders be entitled to one vote in person or by proxy for
each share of the stock having voting power held by such stockholder,
but no proxy shall be voted after eleven months from its date, unless
otherwise provided in the proxy.
Section 10.	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.
Section 11.	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,
shall 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, 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 12.	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 any other stockholders entitled to notice of a meeting of
stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such
consent and waiver are 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 one 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 there be more than twenty as provided in the
Articles of Incorporation, 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.  Beginning with the first
annual meeting of stockholders held after the initial public
offering of the shares of stock of the Corporation ("the initial
annual meeting") the Board of Directors shall be divided into three
classes.  Within the limits above specified, the number of directors
in each class shall be determined by resolution of the Board of
Directors or by the stockholders at the annual meeting thereof.  The
term of office of the first class shall expire on the date of the
annual meeting of stockholders held one year after the initial annual
meeting.  The term of office of the second class shall expire on the
date of the annual meeting of stockholders held two years after the
initial annual meeting.  The term of office of the third class shall
expire on the date of the annual meeting of stockholders held three
years after the initial annual meeting.  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 stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his
successor shall have been elected and shall have qualified.  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 75% 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 then in office.  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
Articles of Incorporation or by these By-Laws conferred upon or
reserved to the stockholders.
Section 4.	Annual Meeting.  The annual meeting of the Board
of Directors shall be held immediately following the adjournment of
the annual meeting of stockholders and at the place thereof.  No
notice of such meeting to the directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be
present.  In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of
Directors.
Section 5.	Other 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 6.	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 a majority of the entire Board of Directors, but in
no event shall a quorum consist of 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 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 and one or more alternate
members as the Board of Directors shall designate.  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. The members of any 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 committee, if such
committee is composed of more than one member, 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.	Meetings 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 times 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 Articles of
Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed the
equivalent of notice and such waiver shall be 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
Chairman of the Board of Directors and Officers
Section 1.	General.  The officers of the Corporation shall be
chosen by the Board of Directors at its first meeting after each
annual meeting of stockholders and shall be a president, a secretary
and a treasurer.  The Board of Directors may choose also such vice
presidents and additional officers or assistant officers as it may
deem advisable.  Any number of offices, except the offices of
president and vice president, may be held by the same person.
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.	Other Officers and Agents.  The Board of Directors
may appoint such other officers and agents as it desires who shall
hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the
Board of Directors.
Section 3.	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 4.	Chairman of the Board of Directors.  The chairman
of the Board of Directors shall be chosen by the Board of Directors
at its first meeting after each annual meeting of stockholders and
shall preside at all meetings of the stockholders and of the Board of
the Directors.  The chairman shall have such other duties and powers
as may be determined by the Board of Directors from time to time.
The chairman shall not be an officer of the Corporation except as
otherwise determined by resolution of the Board of Directors or
amendment of these Bylaws.
Section 5.	President and Chief Executive Officer.  The
president shall, in the absence of the chairman of the Board of
Directors, preside at all meetings of the stockholders or of the Board
of Directors.  The president or such officer as has been determined by
the Directors shall be the chief executive officer.  The president
and/or chief executive officer shall have general responsibility for
implementation of the policies of the Corporation, as determined by
the Board of Directors, and for the management of the business and
affairs of the Corporation.  He shall execute on behalf of the
Corporation, and may affix the seal or cause the seal to be affixed
to, all instruments requiring such execution except to the extent that
signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 6.	Vice Presidents.  The vice presidents shall act
under the direction of the chairman and the president and in the
absence or disability of the chairman and the president shall perform
the duties and exercise the powers of both such offices.  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 chairman and the president shall descend to the vice
presidents in the specified order of seniority.
Section 7.	Secretary.  The secretary shall act under the
direction of the chairman and the president.  Subject to the direction
of the chairman or 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 or 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 8.	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 9.	Treasurer.  The treasurer shall act under the
direction of the chairman and the president.  Subject to the direction
of the chairman or 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 10.	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 and class of whole shares 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 Articles
of Incorporation, 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
Net Asset Value
	The net asset value of a share of Common Stock of the
Corporation as at the time of a particular determination shall be the
quotient obtained by dividing the value at such time of the net assets
of the Corporation (i.e., the value of the assets belonging to the
Corporation less its liabilities exclusive of capital and surplus)
by the total number of shares of Common Stock outstanding at such
time,all determined and computed as follows:
(1)The assets of the Corporation shall be deemed to
include (A) all cash on hand, on deposit, or on call, (B) all bills
and notes and accounts receivable, (C) all securities owned or
contracted for by the Corporation, other than shares of its own common
stock, (D) all interest accrued on any interest bearing securities
owned by the Corporation and (E) all other property of every kind and
nature including prepaid expenses.  All other investment assets of the
Corporation, including restricted securities, shall be valued in such
manner as the Board of Directors of the Corporation in good faith
shall deem appropriate to reflect such securities fair value.
             (2)The liabilities of the Corporation shall include (A)
all bills and notes and accounts payable, (B) all administrative
expenses payable and/or accrued, (including management and advisory
fees payable and/or accrued, including in the case of any contingent
feature thereof, an estimate based on the facts existing at the time),
(C) all contractual obligations for the payment of money or property,
including any amounts owing under contracts for the purchase of
securities and the amount of any unpaid dividend declared upon the
Corporation's Common Stock, (D)all reserves, if any, authorized or
approved by the Board of Directors for taxes, including reserves for
taxes at current rates based on any unrealized appreciation in the
value of assets of the Corporation and (E) all other liabilities of
the Corporation of whatsoever kind and nature except liabilities
represented by outstanding capital stock and surplus of the
Corporation.
            (3)For the purposes thereof
(A) Changes in the holdings of the Corporation's
portfolio securities shall be accounted for on a trade date basis.
(B) Expenses, including management and advisory fees,
shall be included to date of calculation.

In addition to forgoeing, the Board of Directors is empowered, subject
To applicable legal requirements, in its absolute discretion, to
Establish other methods for determining the net asset value of each
Share of Common Stock of the Corporation.

					ARTICLE VIII
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 or distributions upon the
stock by the Corporation may, subject to the provisions of the
Articles of Incorporation and of the provisions 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 Articles of Incorporation 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.
Section 7.	Insurance Against Certain Liabilities.  The
Corporation shall not bear the cost of insurance that protects or
purports to protect directors and officers of the Corporation against
any liabilities to the Corporation or its security holders to which
any such director or officer 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.
ARTICLE IX
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 in the manner and
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 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, 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 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 X
Amendments
	The Board of Directors shall have the exclusive power to make,
alter and repeal by-laws of the Corporation.
00250.0153 #496452v.2



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