<SEC-DOCUMENT>0001410368-17-000486.txt : 20170302
<SEC-HEADER>0001410368-17-000486.hdr.sgml : 20170302
<ACCEPTANCE-DATETIME>20170302170716
ACCESSION NUMBER:		0001410368-17-000486
CONFORMED SUBMISSION TYPE:	NSAR-B/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20161231
FILED AS OF DATE:		20170302
DATE AS OF CHANGE:		20170302
EFFECTIVENESS DATE:		20170302

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INDIA FUND INC
		CENTRAL INDEX KEY:			0000917100
		IRS NUMBER:				133749070
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08266
		FILM NUMBER:		17659923

	BUSINESS ADDRESS:	
		STREET 1:		C/O ABERDEEN ASSET MANAGEMENT INC.
		STREET 2:		1735 MARKET STREET, 32ND FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19103
		BUSINESS PHONE:		2154055700

	MAIL ADDRESS:	
		STREET 1:		C/O ABERDEEN ASSET MANAGEMENT INC.
		STREET 2:		1735 MARKET STREET, 32ND FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDIA FUND INC /NY NEW
		DATE OF NAME CHANGE:	19940106
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B/A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>FINAL NSAR
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2016
000 C000000 0000917100
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE INDIA FUND, INC.
001 B000000 811-08266
001 C000000 2154055700
002 A000000 1735 MARKET STREET, 32ND FLOOR
002 B000000 PHILADELPHIA
002 C000000 PA
002 D010000 19103
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 ABERDEEN ASSET MANAGEMENT ASIA LIMITED
008 B000001 A
008 C000001 801-62020
008 D010001 SINGAPORE
008 D050001 SINGAPORE
008 D060001 049480
010 A000001 ABERDEEN ASSET MANAGEMENT INC.
010 B000001 801-49966
010 C010001 PHILADELPHIA
010 C020001 PA
010 C030001 19103
010 A000002 CIM GLOBAL BUSINESS FUND SERVICES, LTD.
010 C010002 PORT LOUIS
010 C050002 MAURITIUS
012 A000001 COMPUTERSHARE TRUST CO.,  N.A.
012 B000001 85-11340
012 C010001 College Station
012 C020001 TX
012 C030001 77842
012 C040001 3170
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
014 A000001 ABERDEEN FUND DISTRIBUTORS LLC
014 B000001 8-67799
015 A000001 STATE STREET CORPORATION
015 B000001 C
<PAGE>      PAGE  2
015 C010001 NORTH QUINCY
015 C020001 MA
015 C030001 02171
015 E010001 X
015 A000002 DEUTSCHE BANK AG
015 B000002 S
015 C010002 PORT LOUIS
015 D010002 MAURITIUS
015 E040002 X
015 A000003 DEUTSCHE BANK AG
015 B000003 S
015 C010003 MUMBAI
015 D010003 INDIA
015 D020003 400 063
015 E040003 X
018  000000 Y
019 A000000 Y
019 B000000   13
019 C000000 ABERDEENCF
020 A000001 DEUTSCHE BANK A.G.
020 B000001 13-2730828
020 C000001     54
020 A000002 INDIA INFOLINE LTD.
020 B000002 45-4305760
020 C000002     53
020 A000003 MACQUARIE SECURITIES
020 B000003 98-0141094
020 C000003     49
020 A000004 CREDIT LYONNAIS SECURITIES
020 B000004 13-2602298
020 C000004     37
020 A000005 CITIGROUP, INC.
020 B000005 52-1568099
020 C000005     26
020 A000006 MORGAN STANLEY
020 B000006 13-2655998
020 C000006     20
020 A000007 GOLDMAN SACHS & CO.
020 B000007 13-5108880
020 C000007     17
020 A000008 CREDIT SUISSE
020 B000008 02-0451017
020 C000008      8
020 A000009 UBS AG
020 B000009 98-0186363
020 C000009      6
020 A000010 BARCLAYS CAPITAL INC.
020 B000010 94-3231066
020 C000010      5
021  000000      285
022 A000001 STATE STREET BANK & TRUST COMPANY
<PAGE>      PAGE  3
022 B000001 04-1867445
022 C000001    213691
022 D000001     15793
023 C000000     213691
023 D000000      15793
024  000000 N
025 D000001       0
026 A000000 N
026 B000000 N
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
<PAGE>      PAGE  4
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.000
048 A010000   500000
048 A020000 1.100
048 B010000   500000
048 B020000 0.900
048 C010000   500000
048 C020000 0.850
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000  1500000
048 K020000 0.750
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
<PAGE>      PAGE  5
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056  000000 Y
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 N
060 B000000 N
061  000000        0
062 A000000 N
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000   0.0
062 Q000000   0.0
062 R000000   0.0
063 A000000   0
063 B000000  0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067  000000 N
068 A000000 N
068 B000000 Y
069  000000 N
070 A010000 Y
<PAGE>      PAGE  6
070 A020000 Y
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 N
070 P020000 N
070 Q010000 Y
070 Q020000 N
070 R010000 Y
070 R020000 N
071 A000000     94562
071 B000000    160628
071 C000000    771689
071 D000000   12
072 A000000 12
072 B000000        0
072 C000000    10203
072 D000000        0
072 E000000        0
072 F000000     7936
072 G000000      643
072 H000000        0
072 I000000       22
072 J000000      339
072 K000000        0
072 L000000      150
<PAGE>      PAGE  7
072 M000000      423
072 N000000        0
072 O000000       66
072 P000000        0
072 Q000000        0
072 R000000       93
072 S000000      193
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000      390
072 X000000    10255
072 Y000000        0
072 Z000000      -52
072AA000000    50904
072BB000000        0
072CC010000        0
072CC020000    53484
072DD010000     1062
072DD020000        0
072EE000000    47561
073 A010000   0.0369
073 A020000   0.0000
073 B000000   1.6687
073 C000000   0.0000
074 A000000     3492
074 B000000        0
074 C000000        0
074 D000000        0
074 E000000        0
074 F000000   730300
074 G000000        0
074 H000000        0
074 I000000      644
074 J000000        0
074 K000000        0
074 L000000        0
074 M000000       97
074 N000000   734533
074 O000000        0
074 P000000      739
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000    44058
074 S000000        0
074 T000000   689736
074 U010000    28457
074 U020000        0
074 V010000    24.24
<PAGE>      PAGE  8
074 V020000     0.00
074 W000000   0.0000
074 X000000    30660
074 Y000000        0
075 A000000        0
075 B000000   769584
076  000000    21.39
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
080 A000000 AXIS SPECIALTY EUROPE SE
080 C000000     1250
081 A000000 N
081 B000000   0
082 A000000 N
082 B000000        0
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
085 A000000 Y
085 B000000 N
086 A010000      0
086 A020000      0
086 B010000    790
086 B020000  18073
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
<PAGE>      PAGE  9
087 A010000 THE INDIA FUND, INC. COMMON STOCK
087 A020000 45089103
087 A030000 IFN
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   ANDREA MELIA
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>IFN_EX77B.txt
<DESCRIPTION>AUDIT LETTER
<TEXT>
Report of Independent Registered Public
Accounting Firm


To the Stockholders and Board of Directors of
The India Fund, Inc.


In planning and performing our audit of the
financial statements of The India Fund, Inc. ("the
Fund") as of and for the year ended December 31,
2016, in accordance with the standards of the
Public Company Accounting Oversight Board
(United States), we considered the Fund's internal
control over financial reporting, including controls
over safeguarding securities, as a basis for
designing our auditing procedures for the purpose
of expressing our opinion on the financial
statements and to comply with the requirements
of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting.
Accordingly, we do not express an opinion on the
effectiveness of the Fund's internal control over
financial reporting.

The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A Fund's
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for
external purposes in accordance with generally
accepted accounting principles.  A fund's internal
control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the Fund; (2) provide
reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts
and expenditures of the Fund are being made only
in accordance with authorizations of management
and directors of the Fund; and (3)  provide
reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use
or disposition of a fund's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or
that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees,
in the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or a combination of deficiencies, in internal
control over financial reporting, such that there is
a reasonable possibility that a material
misstatement of the Fund's annual or interim
financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Fund's internal control
over financial reporting was for the limited
purpose described in the first paragraph and
would not necessarily disclose all deficiencies in
internal control over financial reporting that might
be material weaknesses under standards
established by the Public Company Accounting
Oversight Board (United States).  However, we
noted no deficiencies in the Fund's internal
control over financial reporting and its operation,
including controls over safeguarding securities
that we consider to be material weaknesses as
defined above as of December 31, 2016.

This report is intended solely for the information
and use of management and the Board of
Directors of The India Fund, Inc. and the
Securities and Exchange Commission and is not
intended to be and should not be used by anyone
other than these specified parties.



/s/ PricewaterhouseCoopers LLP
February 27, 2017





2 of 1
3 of 3

PricewaterhouseCoopers LLP, Two Commerce Square,
Suite 1800, 2001 Market Street, Philadelphia, PA
19103-7042
T: (267) 330-3000,  F: (267) 330-3300,
www.pwc.com/us

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>IFN_EX_77Q1.txt
<DESCRIPTION>BY LAWS
<TEXT>
Amendment to the By-Laws
of
The India Fund, Inc.

Pursuant to Article VIII of the Amended and
Restated By-laws (the "By-laws") of The India
Fund, Inc. (the "Corporation"), Article II,
Section 5 of the By-laws is hereby amended and
restated in its entirety as follows:

SECTION 5. Quorum; Voting.  Except as
otherwise provided by statute or by the
Corporation's Charter, the presence in person or
by proxy of stockholders of the Corporation
entitled to cast at least a majority of the votes
entitled to be cast shall constitute a quorum at
each meeting of the stockholders.  Except as
provided in the following sentence with respect
to the election of directors and except as
otherwise provided by statute or by the
Corporation's Charter, a majority of the votes
cast at a meeting at which a quorum is present is
sufficient to approve any matter which properly
comes before the meeting.  With respect to the
election of directors by stockholders, each
director shall be elected by the vote of a
majority of the votes cast with respect to the
director at any meeting for the election of
directors at which a quorum is present, provided
that if the number of nominees for director, as
determined by the Secretary of the Corporation,
exceeds the number of directors to be elected,
the directors shall be elected by the vote of a
plurality of the shares represented in person or
by proxy at any such meeting and entitled to
vote on the election of directors. For purposes of
this Section, a majority of the votes cast means
that the number of shares voted "for" a director
must exceed the number of votes cast "against"
that director (with any "abstentions" and "broker
nonvotes" not counted as a vote cast either "for"
or "against" that director's election). In the
absence of a quorum, the stockholders present in
person or by proxy at the meeting, by majority
vote and without notice other than by
announcement at the meeting, may adjourn the
meeting from time to time as provided in this
Section 5 until a quorum shall attend.  The
stockholders present at any duly organized
meeting may continue to do business until
adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a
quorum.


Further, Article II, Section 6 of the By-laws is
hereby amended and restated in its entirety as
follows:

SECTION 6.  Adjournment.  Any meeting of the
stockholders may be adjourned from time to
time by the Chairman whether or not a quorum
is present and without notice other than by
announcement at the meeting at which the
adjournment is taken.  At any adjourned meeting
at which a quorum shall be present any action
may be taken that could have been taken at the
meeting originally called.  A meeting of the
stockholders may not be adjourned to a date
more than one hundred twenty (120) days after
the original record date.


Further, Article III, Section 4 of the By-laws is
hereby amended and restated in its entirety as
follows:

SECTION 4.  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 the
President or Secretary of the Corporation. Any
resignation shall take effect at the time specified
in it or, should the time when it is to become
effective not be specified in it, upon the Board's
acceptance of such resignation.

September 30, 2015

A
m
e
n
d
m
e
n
t

t
o

t
h
e

B
y
-
L
a
w
s

o
f
The India Fund, Inc.

      Pursuant to a resolution duly adopted
by the Board of Directors of The India Fund,
Inc. (the "Corporation"), effective July 31,
2012, Article II, Section 1 of the
Corporation's By-Laws is amended and
restated in its entirety as follows:

Annual Meetings. The annual meeting of
stockholders for the election of Directors
shall be held at such time and place as the
Board of Directors shall select. Any
business of the Corporation may be
transacted at an annual meeting without the
purposes having been specified in the notice
unless otherwise provided by statute, the
Corporation's Articles of Incorporation, as
amended from time to time (the "Charter"),
or these By-Laws.




     (
AS
OF
N
O
VE
M
BE
R
8,
20
05)
A
M
EN
DE
D
A
N
D
RE
ST
AT
ED
BY
-
LA
W
S
O
F

T
H
E

I
N
D
I
A

F
U
N
D
,

I
N
C
..

A

M
a
r
y
l
a
n
d

C
o
r
p
o
r
a
t
i
o
n



A
R
T
I
C
L
E

I

O
F
F
I
C
E
S

            SECTION 1.	Principal
Office in Maryland. The India Fund, Inc.
(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.



A
R
T
I
C
L
E

I
I

S
T
O
C
K
H
O
L
D
E
R
S
            SECTION 1.	Annual Meetings.
The annual meeting of the stockholders of the
Corporation shall be held on a date not less than
ninety (90) days nor more than one hundred
twenty (120) days following the end of the
Corporation's fiscal year fixed from time to time
by the Board of Directors.  An annual meeting
may be held at any place in or out of the State of
Maryland and at any time, each as may be
determined by the Board of Directors and
designated in the notice of the meeting.  Any
business of the Corporation may be transacted at
an annual meeting without the purposes having
been specified in the notice unless otherwise
provided by statute, the Corporation's Articles of
Incorporation, as amended from time to time (the
"Charter"), or these By-Laws.

            SECTION 2.   Special Meetings.
Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed
by statute or by the Corporation's Charter, may be
held at any place within the United States, and may
be called at any time by the Board of Directors or
by the Chairman or the President, and, subject to
procedures set forth in Section 4 and this Section,
shall be called by the Secretary (or in his absence,
an Assistant Secretary) at the request in writing of
stockholders entitled to cast at least a majority of
the votes entitled to be





cast at the meeting upon payment by such
stockholders to the Corporation of the reasonably
estimated cost of preparing and mailing a notice
of the meeting (which estimated cost shall be
provided to such stockholders by the Secretary of
the Corporation).  A written request shall state the
purpose or purposes of the proposed meeting.

            SECTION 3.	Notice of
Meetings.  Written or printed notice of the
purpose or purposes and of the time and place of
every meeting of the stockholders shall be given
by the Secretary of the Corporation to each
stockholder of record entitled to vote at or to
notice of the meeting, by placing the notice in
the mail 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.  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.

SECTION 4.	Notice of
Stockholder Business.

             (a)	At any annual or special
meeting of the stockholders, only such business
shall be conducted, including, but not limited to,
nominations of persons for election to the Board
of Directors, as shall have been properly brought
before the meeting.  To be properly brought
before an annual meeting, the business must be (i)
(A) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized
committee thereof), (B) otherwise properly
brought before the meeting by or at the direction
of the Board of Directors (or any duly authorized
committee thereof), or (C) otherwise properly
brought before the meeting by a stockholder of
the Corporation (1) who was a stockholder of
record at the time of giving notice provided for in
Section 4(b) below and on the record date for the
determination of stockholders entitled to vote at
such meeting, (2) who is entitled to vote at the
meeting and (3) who complied with the notice(s)
procedures set forth in Section 4(b) below, and
(ii) a proper subject under applicable law for
stockholder action.  To be properly brought before
a special meeting, the business must be (i) (A)
specified in the notice of meeting (or any
supplement thereto) given by or at the direction of
the Board of Directors, (B) otherwise properly
brought before the meeting by or at the direction
of the Board of Directors, or (C) otherwise
properly brought before the meeting by a
stockholder of the Corporation (1) who was a
stockholder of record at the time of giving notice
provided for in Section 4(b) below and on the
record date for the determination of stockholders
entitled to vote at such meeting, (2) who is
entitled to vote at the meeting and (3) who
complied with the notice(s) procedures set forth
in Section 4(b) below, and (ii) a proper subject
under applicable law for stockholder action.

            (b)	For any stockholder
proposal to be presented in connection with an
annual or special meeting of stockholders of the
Corporation (other than proposals made under
Rule
14a-8 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including any
proposal relating to the nomination of a director
to be elected to the Board of Directors of the
Corporation, the stockholder must have given
timely notice thereof in writing to the Secretary
of the Corporation as provided in this Section 4.
To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal
executive offices of the Corporation (a) in the
case of an annual meeting, not less than ninety
(90) days nor more than one hundred twenty (120)
days





prior to the first anniversary of the preceding
year's annual meeting; provided, however, that
in the event that the date of the annual meeting is
advanced by more than thirty (30) days or
delayed by more than sixty (60) days from such
anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the
one hundred twentieth (120th) day prior to such
annual meeting and not later than the close of
business on the later of the ninetieth (90th) day
prior to such annual meeting or the tenth day
following the day on which public
announcement of the date of such meeting is first
made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing
directors, not later than the close of business on
the tenth day following the day on which notice
of the date of the special meeting was mailed or
public disclosure of the date of the special
meeting was made, whichever first occurs.  Such
stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to
nominate for election or re-election as a director
all information relating to such person that is
required to be disclosed in solicitations of
proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation
14A under the Exchange Act and the rules and
regulations promulgated thereunder (including
such person's written consent to being named in
the proxy statement as a nominee and to serving
as a director if elected); (b) as to any other
business that the stockholder proposes to bring
before the meeting, a brief description of the
business desired to be brought before the
meeting, the reasons for conducting such
business at the meeting and any material interest
in such business of such stockholder and of the
beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal
is made, (i) the name and address of such
stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the
class and number of shares of stock of the
Corporation which are owned beneficially and of
record by such stockholder and such beneficial
owner, (iii) a description of all arrangements or
understanding between such stockholder and
each proposed nominee or any other person or
persons (including their names) pursuant to
which the nomination(s) are to be made by such
stockholder, (iv) a representation that such
stockholder intends to appear in person or by
proxy at the meeting to nominate the persons
named in its notice and (v) any other information
relating to such stockholder that would be
required to be made in connection with
solicitations of proxies for election of directors
pursuant to Regulation 14A under the Exchange
Act and the rules and regulations promulgated
thereunder.

            (c)	Notwithstanding anything in
the By-Laws to the contrary, no business shall be
conducted at any stockholder meeting except in
accordance with the procedures set forth in this
Section 4 and no person shall be eligible for
election as a director of the Corporation unless
nominated in accordance with the procedures set
forth in this Section 4.  The Chairman of the
stockholder meeting shall, if the facts warrant,
determine and declare to the meeting that business
was not properly brought before the meeting and
in accordance with the provisions of this  Section
4, and if he should so determine, he shall so
declare to the meeting that any such
business not properly brought before the meeting
shall not be considered or transacted.  No
adjournment or postponement of a meeting of
stockholders shall commence a new period for
the giving of notice of a stockholder proposal
hereunder.

            SECTION 5.   Quorum; Voting.
Except as otherwise provided by statute or by the
Corporation's Charter, the presence in person or
by proxy of stockholders of the Corporation





entitled to cast at least a majority of the votes
entitled to be cast shall constitute a quorum at
each meeting of the stockholders.  A majority of
the votes cast at a meeting at which a quorum is
present is sufficient to approve any matter which
properly comes before the meeting, except that a
plurality of the votes cast at a meeting at which a
quorum is present shall be sufficient to elect
directors.  In the absence of a quorum, the
stockholders present in person or by proxy at the
meeting, by majority vote and without notice
other than by announcement at the meeting, may
adjourn the meeting from time to time as
provided in this Section 5 until a quorum shall
attend. The stockholders present at any duly
organized meeting may continue to do business
until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less
than a quorum.

            SECTION 6.   Adjournment.  Any
meeting of the stockholders may be adjourned
from time to time, without notice other than by
announcement at the meeting at which the
adjournment is taken.  At any adjourned meeting
at which a quorum shall be present any action
may be taken that could have been taken at the
meeting originally called. A meeting of the
stockholders may not be adjourned to a date more
than one hundred twenty (120) days after the
original record date.

            SECTION 7.   Organization.  At
every meeting of the stockholders, the Chairman
of the Board, or in his absence or inability to act,
the President, or in his absence or inability to act,
a Vice President, or in the absence or inability to
act of all the Vice Presidents, a chairman chosen
by the stockholders, shall act as chairman of the
meeting.  The Secretary, or in his or her absence
or inability to act, a person appointed by the
chairman of the meeting, shall act as secretary of
the meeting and keep the minutes of the meeting.

            SECTION 8.   Order of Business.
The order of business at all meetings of the
stockholders shall be as determined by the
chairman of the meeting.

            SECTION 9.   Proxies.  A
stockholder may vote the stock he owns of record
either in person or by written proxy signed by the
stockholder or by his duly authorized agent.
Stockholders may authorize others to act as
proxies by means of facsimile signatures,
electronic transmissions, internet transmissions,
telegrams, datagrams, proxygrams and other
reasonable means authorized or accepted by the
Corporation, subject to the reasonable satisfaction
of the Corporation that the stockholder has
authorized the creation of the proxy.  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 10.   Fixing of Record
Date for Determining Stockholders Entitled to
Vote at Meeting.  The Board of Directors shall
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 notice of and to
vote at such meeting and any adjournment
thereof.





            SECTION 11.  Inspectors.  The
Board of Directors may, in advance of any
meeting of stockholders, appoint one (1) or more
inspectors to act at the meeting or at any
adjournment of the meeting.  If the inspectors
shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting
may appoint inspectors.  Each inspector, before
entering upon the discharge of his duties, shall, if
required by the chairman of the meeting, take
and sign an oath to execute faithfully the duties
of inspector at the meeting with strict
impartiality and according to the best of his
ability.  The inspectors, if appointed, shall
determine the number of shares outstanding and
the voting power of each share, the number of
shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear
and determine all challenges and questions arising
in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine
the result, and do those acts as are proper to
conduct the election or vote with fairness to all
stockholders.  On request of the chairman of the
meeting or any stockholder entitled to vote at
the meeting, the inspectors shall make a report in
writing of any challenge, request or matter
determined by them and shall execute a
certificate of any fact found by them.  No
director or candidate for the office of director
shall act as inspector of an election of directors.
Inspectors need not be stockholders of the
Corporation.

            SECTION 12.   Consent of
Stockholders in Lieu of Meeting.  Except as
otherwise provided by statute or the Corporation's
Charter, any action required or permitted to be
taken at any annual or special meeting of
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.



     A
R
T
I
C
L
E

I
I
I

B
O
A
R
D

O
F

D
I
R
E
C
T
O
R
S

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

            SECTION 2.   Number, Election
and Term of Directors.  The number of directors
constituting the entire Board of Directors (which
initially was fixed at one (1) Corporation's
Charter) may be changed from time to time by a
majority of the entire Board of Directors;
provided, however, that the number of directors
shall in no event be fewer than that required by
law, nor more than twelve (12).  Beginning with
the first annual meeting of stockholders of the
Corporation and if at such time, the number of
directors shall be three (3) or more, (the "First
Annual Meeting"), the Board of Directors of the
Corporation shall be divided into three classes:





Class I, Class II and Class III.  At the First
Annual Meeting, directors of Class I shall be
elected to the Board of Directors for a term
expiring at the next succeeding annual meeting of
stockholders, directors of Class II shall be elected
to the Board of Directors for a term expiring at
the second succeeding annual meeting of
stockholders and directors of Class III shall be
elected to the Board of Directors for a term
expiring at the third succeeding annual meeting of
stockholders.  At each subsequent annual meeting
of stockholders, the directors chosen to succeed
those whose terms are expiring shall be identified
as being of the same class as the directors whom
they succeed and shall be elected for a term
expiring at the time of the third succeeding annual
meeting of stockholders subsequent to their
election.  The directors shall be elected at the
annual meeting of the stockholders, except as
provided in Section 5 of this Article III, and each
director elected shall hold office for the term
provided above and until his successor shall have
been elected and shall have qualified, or until his
death, or until he shall have resigned or have been
removed as provided in these By-Laws, or as
otherwise provided by statute or the Corporation's
Charter.  Any vacancy created by an increase in
directors may be filled in accordance with Section
5 of this Article III.  No reduction in the number
of directors shall have the effect of removing any
director from office prior to the expiration of his
term unless the director is specifically removed
pursuant to Section 4 of this Article III at the time
of the decrease.

            SECTION 3.   Chairman of the
Board of Directors.  The Board of Directors may
elect a Director as a Chairman of the Board.  The
Chairman, if one is elected, or his or her delegate,
shall preside at all meetings of the Board of
Directors and of the stockholders at which he or
she is present.  The Chairman shall perform such
duties and have such powers as are assigned by
the Board of Directors.  The Chairman shall not
be an officer of the Corporation for any purposes.
The Chairman shall have no greater liability as a
result of serving as Chairman.

            SECTION 4.   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 the President or the Secretary of the
Corporation.  Any resignation shall take effect at
the time specified in it or, should the time when
it is to become effective not be specified in it,
immediately upon its receipt.  Acceptance of a
resignation shall not be necessary to make it
effective unless the resignation states otherwise.

            SECTION 5.   Removal of
Directors.  A director of the Corporation may be
removed from office only for cause and then only
by vote of the holders of at least seventy-five
percent (75%) of the votes entitled to be cast for
the election of directors.

            SECTION 6.   Vacancies.  Subject
to the provisions of the Investment Company Act
of 1940 (the "1940 Act"), any vacancies in the
Board of Directors, whether arising from death,
resignation, removal or any other cause except an
increase in the number of directors,  shall be filled
by a vote of the majority of the remaining
Directors whether or not sufficient to constitute a
quorum.  A majority of the entire Board may fill a
vacancy that results from an increase in the
number of directors.  Notwithstanding the
foregoing, if the stockholders of any class of the
Corporation's capital stock are entitled separately
to elect one or more directors, a majority of the
remaining directors elected by that class or the
sole remaining director elected by
that class may fill any vacancy among the number
of directors elected by that class.  Any director





appointed by the Board of Directors to fill a
vacancy shall hold office only until the next
annual meeting of stockholders of the
Corporation and until a successor has been
elected and qualifies. Any director elected by the
stockholders to fill a vacancy shall hold office
for the balance of the term of the director he
replaced.

            SECTION 7. 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 8.   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 9. 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 10.  Annual Meeting.
The annual meeting of the newly elected and
other directors shall be the first meeting after the
meeting of the stockholders at which the newly
elected directors were elected.  No notice of such
annual meeting shall be necessary if such
meeting is 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 11.  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 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 12.   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 13.  Quorum and
Voting. A majority of the entire Board of
Directors shall constitute a quorum for the
transaction of business, and except as otherwise
expressly required by statute, the Corporation's
Charter or these By-Laws, 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.

            SECTION 14.   Organization.  The
Chairman of the Board shall preside at each
meeting of the Board.  In the absence or inability
of the Chairman of the Board to act, the President
(if he is a director), 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 or her 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 15.   Committees.  The
Board of Directors may designate one (1) or more
committees of the Board of Directors, including
an executive committee, each consisting of one (1)
or more directors.  To the extent provided in the
resolutions adopted by the Board of Directors,
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 16.   Written Consent of
Directors in Lieu of a Meeting.  Subject to the
provisions of the 1940 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 17.   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, provided, however, that such
participation shall not constitute presence in
person with respect to matters which the 1940
Act, and the rules thereunder require the
approval of directors by vote cast in person at a
meeting.

            SECTION 18.   Compensation.
Each director shall be entitled to receive
compensation, if any, as may from time to time
be fixed by the Board of Directors, including a
fee for each meeting of the Board or any
committee thereof, regular or special, he attends.
Directors may also be reimbursed by the
Corporation for all reasonable expenses incurred
in traveling to and from the place of a Board or
committee meeting.



A
R
T
I
C
L
E

I
V

O
F
F
I
C
E
R
S
,

A
G
E
N
T
S

A
N
D

E
M
P
L
O
Y
E
E
S


            SECTION 1.  Number and
Qualifications.  The officers of the Corporation
shall be a President, a Secretary, a Treasurer, and
an Assistant Secretary, 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, assistant officers, agents and employees
it deems necessary or proper.  Any two (2) or
more offices may be held by the same person,
except the offices of President and Vice
President, 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 by more than
one officer.  Officers shall be elected by the
Board of





Directors each year at its first meeting held after
the annual meeting of stockholders, each to hold
office until the meeting of the Board following
the next annual meeting of the stockholders and
until his successor shall have been duly elected
and shall have qualified, or until his death, or
until he shall have resigned or have been
removed, as provided in these By-Laws.  The
Board of Directors may from time to time elect
such officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers
and one or more Assistant Secretaries) and may
appoint, or delegate to the President the power to
appoint, such agents as may be necessary or
desirable for the business of the Corporation.
Such other officers and agents shall have such
duties and shall hold their offices for such terms
as may be prescribed by the Board or by the
appointing authority.

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

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

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

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

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

            SECTION 7.   President.  The
President shall be the chief executive officer of
the Corporation and principle executive officer
for purposes of filings with the Securities and
Exchange Commission.  The President shall, in
the absence of the Chairman of the Board of
Directors, preside at all meetings of the
stockholders and directors.  He shall sign and
execute all instruments required to be signed and
executed by the President of the Corporation.  He
shall  also have such other duties and
responsibilities as shall be assigned to him by the
Chairman or        the Board of Directors.





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

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

            SECTION 10.  Assistant
Treasurers.  The Assistant Treasurers in the order
of their seniority, unless otherwise determined by
the Chairman of the Board 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 or the Board of Directors may from
time to time prescribe.

SECTION 11.   Secretary.  The
Secretary shall:

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

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

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

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

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

            SECTION 12.   Assistant
Secretaries.  The Assistant Secretaries in the
order of their seniority, unless otherwise
determined by the Chairman of the Board 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 President or the Board of Directors may from
time to time prescribe.

            SECTION 13.  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.



A
R
T
I
C
L
E

V

S
T
O
C
K

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

            SECTION 2.   Stock 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


12


distributions and to vote as the owner, and the
Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such
share or shares on the part of any other person.

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

            SECTION 5.   Lost, Destroyed or
Mutilated Certificates.  The holder of any
certificate representing 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.



    A
R
T
I
C
L
E

V
I

IN
D
E
M
N
I
F
I
C
A
T
I
O
N

A
N
D

I
N
S
U
R
A
N
C
E

            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 Maryland
General Corporation Law, the Securities Act of
1933, as amended (the "1933 Act"), and the 1940
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"). Any
repeal or modification of the 1933 Act, the 1940
Act or these By-Laws shall not in any way
diminish any rights to indemnification hereunder
except as required by law.

            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 in connection
with proceedings to which he is a party in the
manner and to the full extent  permissible under
the Maryland General Corporation Law, the 1933
Act, and the 1940 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  1940 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
Maryland General Corporation Law, the 1933
Act, and the 1940 Act, as those statutes are now
or hereafter in force, whether the standards
required by this Article VI 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, finding 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 VI to the extent permissible
under the Maryland General Corporation Law,
the 1933 Act, and the 1940 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.   Other Rights.  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 in any such capacity, or arising
out of his status as such, provided that no
insurance may be obtained by the Corporation for
liabilities against which it would not have the
power to indemnify him under this Article VI or
applicable law.



A
R
T
I
C
L
E

V
I
I

     S
EA
L


            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. In lieu of affixing the
seal, it shall be sufficient to meet the requirements
of any law, rule or regulation relating to a
corporate seal to place the word "(seal)" adjacent
to the signature of the person authorized to sign
the document on behalf of the Corporation.


15



A
R
T
I
C
L
E

V
I
I
I

A
M
E
N
D
M
E
N
T
S

            These By-Laws may be amended
by the Board of Directors, subject to the
requirements of the 1940 Act; provided, however,
that no amendment of these By-Laws shall affect
any right of any person under Article VI hereof
based on any event, omission or proceeding prior
to the amendment.  These By-Laws may not be
amended by the stockholders of the Corporation.

Ex-77.Q.1.
















</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
