<SEC-DOCUMENT>0001049169-16-000060.txt : 20160825
<SEC-HEADER>0001049169-16-000060.hdr.sgml : 20160825
<ACCEPTANCE-DATETIME>20160825155716
ACCESSION NUMBER:		0001049169-16-000060
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20160630
FILED AS OF DATE:		20160825
DATE AS OF CHANGE:		20160825
EFFECTIVENESS DATE:		20160825

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY ALL STAR GROWTH FUND INC.
		CENTRAL INDEX KEY:			0000786035
		IRS NUMBER:				521452208
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		161851598

	BUSINESS ADDRESS:	
		STREET 1:		C/O ALPS FUND SERVICES, INC.
		STREET 2:		P.O. BOX 328
		CITY:			DENVER
		STATE:			CO
		ZIP:			80201-0328
		BUSINESS PHONE:		303.623.2577

	MAIL ADDRESS:	
		STREET 1:		C/O ALPS FUND SERVICES, INC.
		STREET 2:		P.O. BOX 328
		CITY:			DENVER
		STATE:			CO
		ZIP:			80201-0328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIBERTY ALL STAR GROWTH FUND INC /MD/
		DATE OF NAME CHANGE:	19960612

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLMON CHARLES TRUST INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GROWTH STOCK OUTLOOK TRUST INC
		DATE OF NAME CHANGE:	19910807
</SEC-HEADER>
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<PAGE>      PAGE  2
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<PAGE>      PAGE  3
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SIGNATURE   Kim Storms
TITLE       Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>exhibit77q1a_growthfundbylaw.htm
<TEXT>

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<HEAD>
   <TITLE>exhibit77q1a_growthfundbylaw.htm - Generated by SEC Publisher for SEC Filing</TITLE>
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<BODY bgcolor="#ffffff">



<A name="page_1"></A><BR>

<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
Amended and Restated<BR>
<BR>
BY-LAWS OF</TD></TR></TABLE>
</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
LIBERTY ALL-STAR GROWTH FUND, INC.</TD></TR></TABLE>
</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
A Maryland Corporation<BR>
<BR>
As amended through June 2, 2016</TD></TR></TABLE>
</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE I<BR>
<BR>
STOCKHOLDERS</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Annual Meetings . The annual meeting of the stockholders of Liberty All-Star Growth Fund, Inc. (formerly  The Charles Allmon Trust, Inc. ) (the  Corporation ) shall be held on a date fixed from time to time by at least a majority of the Board of Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X) each year. An annual meeting may be held at any place in or out of the State of Maryland as may be determined by the Board of Directors as shall be designated in the notice of the meeting and at the time specified by the Board of Directors. Any business of the Corporation may be transacted at an annual meeting without being specifically designated in the notice unless otherwise provided by statute, the Corporation s charter, or these By-Laws. Failure to hold an annual meeting does not invalidate the Corporation s existence or affect any otherwise valid corporate acts.</P>
<P style="text-align: left;">
SECTION 2. Special Meetings . At any time in the interval between annual meetings, a special meeting of stockholders may be called by at least a majority of the Board of Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X), by the Chairman of the Board or by the President, and shall be called 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 a 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 and the matters proposed to be acted on.</P>
<P style="text-align: left;">
SECTION 3. Notice and Place of Meetings . Not less than 10 nor more than 90 days before each meeting of stockholders, the Secretary shall give to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote who is entitled to notice of the meeting, notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by statute, the purpose for which the meeting is called. Notice may be given to a stockholder by mail, by presenting it to such stockholder personally, by leaving it at the stockholder s residence or usual place of business, or by any other means permitted by Maryland law. If mailed, such notice shall be</P>
<P style="text-align: left;">
DC-9950053</P>




<A name="page_2"></A><BR>

<P style="text-align: left;">
deemed to be given when deposited in the U.S. mail addressed to the stockholder at the stockholder s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article I or the validity of any proceedings at any such meeting. The notice of any meeting of stockholders may be accompanied by a form of proxy approved by the Board of Directors in favor of the actions or persons as the Board of Directors may select. Notwithstanding the forgoing provisions, each person who is entitled to notice waives notice if he or she attends the meeting in person or by proxy, or before or after the meeting delivers a written waiver or a waiver by electronic transmission, which is filed with the records of stockholders meetings. Except as otherwise required by law, only the business stated in the notice of the meeting shall be considered at such meeting; provided that , additional business may be brought before the meeting by or at the direction of at least a majority of the Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X).</P>
<P style="text-align: left;">
Meetings of stockholders shall be held at such place in the United States as is set from time to time by at least a majority of the Board of Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X).</P>
<P style="text-align: left;">
SECTION 4. Quorum; Required Vote . Except as otherwise provided by the laws of the State of Maryland, the Investment Company Act of 1940, as amended ( 1940 Act ) or other applicable statute, or by the Corporation s charter, these By-Laws, or a resolution of the Directors specifying a greater or lesser vote requirement for the transaction of any item of business that properly comes before a meeting of stockholders, at a meeting of stockholders: (1) the presence in person or by proxy of stockholders of the Corporation entitled to cast a majority of all the votes entitled to be cast at the meeting shall constitute a quorum; and (2) the affirmative vote of a majority of the total number of votes entitled to be cast thereon shall be required to approve any matter that properly comes before the meeting. At all times, the affirmative vote of a majority of the total number of votes entitled to be cast thereon shall be required to approve the election of a director. In the absence of a quorum, the chairman of a stockholders meeting, without notice other than by announcement at the meeting, may adjourn the meeting from time to time as provided in Section 5 of this Article I until a quorum shall attend. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. The absence from any meeting in person or by proxy of holders of the number of shares of stock of the Corporation in excess of the number that may be required by the laws of the State of Maryland, the 1940 Act or other applicable statute, the Corporation s charter, or by these ByLaws for action upon any given matter shall not prevent action at the meeting on any other matter or matters that may properly come before the meeting, so long as there are present, in person or by proxy, holders of the number of shares of stock of the Corporation required for action upon the other matter or matters.</P>
<P style="text-align: center;">
2</P>




<A name="page_3"></A><BR>

<P style="text-align: left;">
SECTION 5. Adjournment . Whether or not a quorum is present at a stockholders meeting, the chairman of the meeting may adjourn the meeting 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 120 days after the original record date.</P>
<P style="text-align: left;">
SECTION 6. Organization . At every meeting of stockholders, an officer or a person designated by an officer of the Corporation shall act as chairman of the meeting. The Secretary, or in the Secretary s absence or inability to act, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.</P>
<P style="text-align: left;">
SECTION 7. Order of Business . The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations, and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies, or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies, or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; and (f) recessing or adjourning the meeting to a later date, time, and place announced by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.</P>
<P style="text-align: left;">
SECTION 8. Voting . Except as otherwise provided by statute or the Corporation s charter, each holder of record of shares of stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders for each share of stock standing in his or her name on the records of the Corporation as of the record date determined pursuant to Section 9 of this Article I.</P>
<P style="text-align: left;">
Each stockholder entitled to vote at any meeting of stockholders may vote the stock he or she owns of record in person, by written proxy, or by electronic or telecommunications device if, as discussed below, provided by the Board of Directors, signed by the stockholder or by his or her duly authorized attorney-in-fact. The placing of a stockholder s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such stockholder shall constitute execution or signature of such proxy by or on behalf of such stockholder. No proxy shall be valid after the expiration of 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.</P>
<P style="text-align: center;">
3</P>




<A name="page_4"></A><BR>

<P style="text-align: left;">
To the maximum extent permitted by law, the Board of Directors may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but may also provide that, if a proposal by anyone other than the officers or directors is submitted to a vote of the stockholders, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or directors, shares may be voted only either in person or by written proxy that is not given by any electronic or telecommunications means.</P>
<P style="text-align: left;">
SECTION 9. Fixing of Record Date for Determining Stockholders Entitled to Vote at Meeting . The Board of Directors may set a record date for the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders. The record date for a particular meeting shall be not more than 90 nor fewer than 10 days before the date of the meeting.</P>
<P style="text-align: left;">
SECTION 10. Inspectors . The Board of Directors may, in advance of any meeting of stockholders, appoint one 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 or her 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 or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each share, the number of shares represented at the meeting, the existence of a quorum, and the validity and 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.</P>
<P style="text-align: left;">
SECTION 11. 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 a meeting of stockholders may be taken without a meeting if an unanimous written consent that sets for the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed in paper or electronic form with the records of stockholders meetings.</P>
<P style="text-align: left;">
SECTION 12. Advance Notice of Stockholder Nominees for Director . For nominations to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and must be entitled at the time of giving notice and the time of the meeting to vote for each such nominee. To be timely, a stockholder s notice shall set forth all information required under this Section 12 and shall be received by the Secretary at the principal offices of the Corporation: (1) for an annual meeting, not earlier than the 150 th day and not later than the 120 th day prior to the first anniversary of the</P>
<P style="text-align: center;">
4</P>




<A name="page_5"></A><BR>

<P style="text-align: left;">
date of public release of the notice for the preceding year s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the preceding year s annual meeting, notice by the stockholder to be timely must be received by the Secretary no earlier than the 120 th day prior to the date of such annual meeting and no later than the later of the 90 th day prior to the date of such annual meeting or the 10 th day following the day on which public announcement of the date of such meeting is first made; and (2) for a special meeting, not later than the close of business on the seventh day following the date on which notice of the date of such meeting is mailed or otherwise disseminated to stockholders or public disclosure of the date of the special meeting is made, whichever occurs first. The public announcement of a postponement or adjournment of a meeting shall not commence a new time period for the giving of a stockholder s notice as described above.</P>
<P style="text-align: left;">
A stockholder s notice of a nomination for the election or reelection of a director shall set forth as to each individual whom the stockholder proposes to nominate as a director:</P>
<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(i)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
the name, age, business address, and residence address of any individual(s) being nominated;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(ii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
whether such stockholder believes any such individual is, or is not, an  interested person  of the Corporation (as defined in Section 2(a)(19) of the 1940 Act) and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
a representation that the stockholder who intends to make the nomination is a holder of record or beneficial owner of stock of the Corporation entitled to vote for each nominee at such meeting (together with proof thereof as would meet the requirements for proposals that are to be included in the Corporation s proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ( Exchange Act ), or any successor to such Rule) and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iv)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
as to the stockholder who intends to make the nomination and any Stockholder Associated Person (as defined below), (A) the class and number of shares of stock which are owned by such stockholder and any Stockholder Associated Person, as of the date of such notice (which information shall be supplemented by such stockholder not later than five business days after the record date for the meeting to disclose such information as of the record date); (B) the nominee holder for, and number of shares of stock owned beneficially but not of record by such stockholder and by any Stockholder Associated Person, as of the date of	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
such&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
notice (which information shall be supplemented by such stockholder	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
not&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
later than five business days after the record date for the meeting to	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
disclose&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
such information as of the record date); (C) the date shares of	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: left;">
5</P>




<A name="page_6"></A><BR>

<TABLE border=0 cellspacing=0>
<TR>
<TD width="10%">&nbsp;</TD>	<TD width="90%">
stock identified in (A) and (B) were acquired and the investment intent of such acquisition; and (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement, or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk of share price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any shares of stock of the Corporation, including any such activity effected by the use of securities or other instruments of any other issuer in effect as of the date of such notice (which information shall be supplemented by such stockholder not later than five business days after the record date for the meeting to disclose such information as of the record date);	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(v)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
the name, age, business address, and residence address of the stockholder and Stockholder Associated Person giving notice, as they appear on the Corporation s stock ledger and current name and address, if different;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(vi)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nomination of each individual for director on the date of such stockholder s notice;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(vii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
a representation whether the stockholder or any Stockholder Associated Person intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding shares of stock required to approve the nomination and/or otherwise to solicit proxies	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
from&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
stockholders in support of the nomination;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(viii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
all other information relating to individual(s) to be nominated that is	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
required&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
to be disclosed in solicitations of proxies for election of directors	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
in&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
an election contest (even if an election contest is not involved), or is	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
otherwise&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
required, in each case pursuant to Regulation 14A (or any	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
successor&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
provision) under the Exchange Act and the rules thereunder	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(including&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
such individual s written consent to being named in the proxy	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
statement&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
as a nominee and to serving as a director if elected);	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(ix)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
a certificate executed by the individual(s) nominated certifying that such	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
individual&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
(a) is not, and will not become a party to, any agreement,	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
arrangement,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
or understanding with any person or entity other than the	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
Corporation&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
in connection with service or action as a director that has not	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
been&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
disclosed to the Corporation; and	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(x)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
a questionnaire completed and submitted by the individual(s) nominated, a	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
form&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
of which shall be requested in advance in writing from the Secretary	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
of&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
the Corporation.	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: left;">
6</P>




<A name="page_7"></A><BR>

<P style="text-align: left;">
If information submitted pursuant to this Section 12 by any stockholder shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 12. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 12, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination) submitted by the stockholder pursuant to this Section 12 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 12.</P>
<P style="text-align: left;">
The chairman of the meeting may refuse to acknowledge a nomination by any stockholder that is not made in compliance with the foregoing procedure. Any determination by the chairman that the stockholder nomination is not in compliance shall be binding on all parties absent manifest error. Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of Maryland law and of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in herein.</P>
<P style="text-align: left;">
For purposes of this Section 12 and Section 13 below,  Stockholder Associated Person  of any stockholder shall mean (i) any person controlling, controlled by, or under common control with, directly or indirectly, or acting in concert with, such stockholder (including, without limitation, any person who is a member of a  group  for purposes of Section 13(d) of the Exchange Act, or any successor provision, that includes such stockholder); (ii) any beneficial owner of shares of stock owned of record or beneficially by such stockholder; and (iii) any person controlling, controlled by, or under common control with any such person named in (i) or (ii).</P>
<P style="text-align: left;">
SECTION 13. Advance Notice of Stockholder Proposals . Any stockholder who is entitled to vote in the election of directors and meets the requirements of the proxy rules under the Exchange Act, may submit to the Board of Directors proposals to be considered for submission to the stockholders of the Corporation for their vote. For a proposal to be considered at a meeting of stockholders, the stockholder must have given timely notice thereof to the Secretary of the Corporation and must be entitled, both at the time of giving notice and the time of the meeting, to vote for each such proposal. To be timely, a notice shall set forth all information required under this Section 13 and shall be received by the Secretary at the principal offices of the Corporation: (1) for an annual meeting, not earlier than the 150 th day and not later than the 120 th day prior to the first anniversary of the date of public release of the notice for the preceding year s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the date of the preceding year s annual meeting, notice by the stockholder to be timely must be received by the Secretary no earlier than the 120 th day prior to the date of such annual meeting and no later than the later of the 90 th day prior to the date of such annual meeting</P>
<P style="text-align: center;">
7</P>




<A name="page_8"></A><BR>

<P style="text-align: left;">
or the 10 th day following the day on which public announcement of the date of such meeting is first made; and (2) for a special meeting, not later than the close of business on the seventh day following the date on which notice of the date of such meeting is mailed or otherwise disseminated to stockholders or public disclosure of the date of the special meeting is made, whichever occurs first. The public announcement of a postponement or adjournment of a meeting shall not commence a new time period for the giving of a stockholder s notice as described above.</P>
<P style="text-align: left;">
<TABLE><TR><TD nowrap>
Each such notice shall set forth:</TD></TR></TABLE>
</P>
<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(i)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%" colspan=2>
the proposal to be introduced, the reasons for proposing such business at	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
the&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
meeting, and any material interest in such business of such stockholder	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
and&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
any Stockholder Associated Person (as defined in Section 12 above),	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
individually&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
or in the aggregate, including any anticipated benefit to the	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
stockholder&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
or any Stockholder Associated Person therefrom;	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(ii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%" colspan=2>
a representation that the stockholder is a holder of record or beneficial	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
owner&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
of stock of the Corporation entitled to vote at such meeting	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
(together&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
with proof thereof as would meet the requirements for proposals	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
that&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
are to be included in the Corporation s proxy statements pursuant to	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
Rule&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
14a-8 under the Exchange Act, or any successor to such Rule) and	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
intends&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
to appear in person or by proxy at the meeting to introduce the	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
proposal&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
specified in the notice;	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%" colspan=2>
as to the stockholder who intends to introduce a proposal and any	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
Stockholder&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
Associated Person, (A) the class and number of shares of	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
stock&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
that are owned by such stockholder and any Stockholder Associated	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
Person,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
as of the date of such notice (which information shall be	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
supplemented&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
by such stockholder not later than five business days after	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
the&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
record date for the meeting to disclose such information as of the	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
record&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
date); (B) the nominee holder for, and number of shares of stock	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
owned&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
beneficially but not of record by such stockholder and by any	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
Stockholder&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
Associated Person, as of the date of such notice (which	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
information&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
shall be supplemented by such stockholder not later than five	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
business&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
days after the record date for the meeting to disclose such	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
information&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
as of the record date); (C) the date shares of stock identified in	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
(A)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
and (B) were acquired and the investment intent of such acquisition;	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
and&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
(D) whether and the extent to which any hedging or other transaction	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
or&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
series of transactions has been entered into by or on behalf of, or any	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
other&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
agreement, arrangement, or understanding (including any short	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
position&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
or any borrowing or lending of shares) has been made, the effect	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
or&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
intent of which is to mitigate loss to or manage risk of share price	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
changes&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
for, or to increase or decrease the voting power of, such	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
stockholder&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
or any such Stockholder Associated Person with respect to	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
any&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
shares of stock of the Corporation, including any such activity	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
effected&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
by the use of securities or other instruments of any other issuer in	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
effect&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
as of the date of such notice (which information shall be	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR></TABLE>
<P style="text-align: left;">
8</P>




<A name="page_9"></A><BR>

<P style="text-align: left;">
supplemented by such stockholder not later than five business days after the record date for the meeting to disclose such information as of the record date);</P>
<P style="text-align: left;">
(iv) the name, age, business address, and residence address of the stockholder and the Stockholder Associated Person as they appear on the Corporation s stock ledger and current name and address, if different;</P>
<P style="text-align: left;">
(v) to the extent known by the stockholder giving the notice, the name, and address of any other stockholder supporting the proposal on the date of such stockholder s notice;</P>
<P style="text-align: left;">
(vi) a representation whether the stockholder or any Stockholder Associated Person intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding shares of stock required to approve the proposal and/or otherwise to solicit proxies from stockholders in support of the proposal; and</P>
<P style="text-align: left;">
(vii) all other information relating to the proposal that is required to be disclosed in connection with the proposal, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder.</P>
<P style="text-align: left;">
If information submitted pursuant to this Section 13 by any stockholder shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 13. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 13, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination) submitted by the stockholder pursuant to this Section 13 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 13.</P>
<P style="text-align: left;">
The chairman of the meeting may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedure. Any determination by the chairman that the stockholder proposal is not in compliance shall be binding on all parties absent manifest error. Notwithstanding the foregoing provisions of this Section 13, a stockholder shall also comply with all applicable requirements of Maryland law and of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in herein. Nothing in this Section 13 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the</P>
<P style="text-align: left;">
9</P>




<A name="page_10"></A><BR>

<P style="text-align: left;">
Corporation s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.</P>
<P style="text-align: left;">
SECTION 14. Maryland Control Share Acquisition Act and Maryland Business Combination Act . The Board of Directors has elected to be subject to the Maryland Control Share Acquisition Act and the Maryland Business Combination Act. Accordingly, to the maximum extent permitted by applicable law, to the extent any provision of the charter of the Corporation or these By-Laws is inconsistent with such statutes, such statutes will control. This Section 14 may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor By-Law, apply to any prior or subsequent control share acquisition.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE II<BR>
<BR>
BOARD OF DIRECTORS</TD></TR></TABLE>
</P>
<P style="text-align: left;">
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.</P>
<P style="text-align: left;">
SECTION 2. Number, Election, and Term of Directors . The number of directors shall be fixed from time to time by resolution of the Board of Directors adopted by a majority of the directors then in office; provided, however, that the number of directors shall in no event be less than three nor more than nine. The Board of Directors shall be divided into three classes. Within the limits above specified, the number of directors in each class shall be determined by resolution of the Board of Directors. The initial term of office of the first class shall expire on the date of the first annual meeting of stockholders. The initial term of office of the second class shall expire on the date of the annual meeting one year thereafter. The initial term of office of the third class shall expire on the date of the annual meeting two years thereafter. Upon expiration of the term of office in each class as set forth above, the number of directors in such class, as determined by the Board of Directors, shall be elected for a term of three years to succeed the directors whose terms of office expire. The directors shall be elected at the annual meeting of the stockholders to hold office until their terms of office expire on the date of the third succeeding annual meeting and their successors are elected and qualify. Any vacancy created by an increase in the number of directors may be filled in accordance with Section 6 of this Article II. No reduction in the number of directors shall have the effect of removing any director from office prior to the expiration of his or her term unless the director is specifically removed pursuant to Section 5 of this Article II at the time of the decrease. A director need not be a stockholder of the Corporation, a citizen of the United States, or a resident of the State of Maryland.</P>
<P style="text-align: left;">
SECTION 3. Chairman of the Board . The Board of Directors shall appoint a Chairman of the Board from among the directors who are not  interested persons  of the Corporation (as defined in Section 2(a)(19) of the 1940 Act). The Chairman of the Board shall have no greater liability, nor be held to any higher standard, by reason of being Chairman of the Board. The</P>
<P style="text-align: left;">
10</P>




<A name="page_11"></A><BR>

<P style="text-align: left;">
Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she is present. The Chairman of the Board shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors or as may be required by law.</P>
<P style="text-align: left;">
SECTION 4. Resignation . A director of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors or the Chairman of the Board or to the President or the Secretary of the Corporation. Any resignation shall take effect at the time specified in such written notice 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.</P>
<P style="text-align: left;">
SECTION 5. Removal of Directors . Any director of the Corporation may be removed by the stockholders for cause by a vote of a majority of the votes entitled to be cast for the election of directors. To the maximum extent permitted by applicable law, a vote of at least a majority of the remaining members of the Board of Directors and two-thirds of the remaining Continuing Directors (as defined in Section 3 of Article X) may, for cause, remove a director of the Corporation or cause the resignation of such a director. For the purpose of this paragraph,  cause  shall mean, with respect to any particular director, conviction of a felony, a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty, or any other act or omission of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.</P>
<P style="text-align: left;">
SECTION 6. Vacancies . Subject to the provisions of 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 Board of Directors then in office even though that majority is less than a quorum, provided that no vacancy or vacancies shall be filled by action of the remaining directors if, after the filling of the vacancy or vacancies, fewer than two-thirds of the directors then holding office shall have been elected by the stockholders of the Corporation. A majority of the entire Board may fill a vacancy that results from an increase in the number of directors. In the event that at any time a vacancy exists in any office of a director that may not be filled by the remaining directors, a meeting of the stockholders shall be held as promptly as possible and in any event within 60 days, for the purpose of filling the vacancy or vacancies. Any director appointed by the Board of Directors to fill a vacancy shall hold office only until the annual meeting of stockholders of the Corporation at which his or her term of office expires, or a prior annual meeting of stockholders of the Corporation if at least a majority of the Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X) so determine by resolution, and until his or her successor has been elected and qualified. Any director elected by the stockholders to fill a vacancy shall hold office for the balance of the term of the director whose death, resignation, or removal occasioned the vacancy and until his or her successor has been elected and qualified.</P>
<P style="text-align: left;">
SECTION 7. Place of Meetings . Meetings of the Board of Directors may be held at any place that the Board may from time to time determine or that is specified in the notice of the meeting.</P>
<P style="text-align: center;">
11</P>




<A name="page_12"></A><BR>

<P style="text-align: left;">
SECTION 8. Regular Meetings . After each meeting of stockholders at which directors shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the transaction of other business. In the event that no other time and place are specified by resolution of the Board from time to time, the Board of Directors shall meet immediately following the close of, and at the place of, such stockholders meeting. Any other regular meeting of the Board of Directors may be held at the time and place determined from time to time by the Board of Directors.</P>
<P style="text-align: left;">
SECTION 9. Special Meetings . Special meetings of the Board of Directors may be called by two or more directors of the Corporation or by the Chairman of the Board or the President.</P>
<P style="text-align: left;">
SECTION 10. Notice of Meetings . Notice of each 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 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 or her residence or usual place of business, and mailed at least three days before the day on which the meeting is to be held. Unless applicable law, these By-Laws, or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors.</P>
<P style="text-align: left;">
SECTION 11. Waiver of Notice of Meetings . Notice of any regular or special meeting of the Board of Directors need not be given to any director who shall, either before or after the meeting, deliver a written waiver or a waiver by electronic transmission, which is filed with the records of the meeting or who is present at the meeting.</P>
<P style="text-align: left;">
SECTION 12. Quorum and Voting . One-third (1/3), but not fewer than two, of the members of the entire Board of Directors shall be present in person at any meeting of the Board so as to constitute a quorum for the transaction of business at the meeting, and except as otherwise expressly required by statute, the Corporation s charter, these By-Laws, the 1940 Act, or any other applicable statute, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present may adjourn the meeting to another time and place until a quorum shall be present. Notice of the time and place of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.</P>
<P style="text-align: left;">
SECTION 13. Organization . In the absence or inability of the Chairman of the Board to act, the President, or, in his or her 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.</P>
<P style="text-align: center;">
12</P>




<A name="page_13"></A><BR>

<P style="text-align: left;">
SECTION 14. Committees . The Board of Directors may designate one or more committees of the Board of Directors, each consisting of one or more directors. To the extent provided in the resolution, and permitted by law, the committee or committees shall have and may exercise the powers of the Board of Directors in the management of the business 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.</P>
<P style="text-align: left;">
SECTION 15. 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 a unanimous consent that sets forth the action is given in writing or by electronic transmission by each member of the Board or committee, as the case may be, entitled to vote on the matter and filed in paper or electronic form with the minutes of the proceedings of the Board or committee.</P>
<P style="text-align: left;">
SECTION 16. Telephone Conference . Members of the Board of Directors or any committee of the Board may participate in any Board or committee meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Unless provided otherwise by statute or regulation, participation in a meeting by such means shall constitute presence in person at the meeting.</P>
<P style="text-align: left;">
SECTION 17. Compensation . Directors 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, attended. 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.</P>
<P style="text-align: left;">
SECTION 18. Qualification . Subject to the provisions of the charter and these By-Laws, and except as otherwise required by applicable law, only persons satisfying the following qualification requirements applicable to all directors may be nominated, elected, appointed, qualified, or seated ( nominated or seated ) to serve as a director unless at least a majority of the Board of Directors and two-thirds of the Continuing Directors (as defined in Section 3 of Article X) shall have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a director or the free flow of information among directors or between the Corporation s service providers and the Board of Directors:</P>
<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(i)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall, at the time the individual is nominated or seated, serve as a trustee or director of no more than five companies having securities registered under the Exchange Act (investment companies having the same investment adviser shall all be counted as a single company for this purpose);	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: left;">
13</P>




<A name="page_14"></A><BR>

<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(ii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
Except as provided herein and by applicable law, an individual nominated or seated as a director shall not be an employee, officer, partner, member, director, or record or beneficial owner of 5% or more of any class of securities of (A) any investment adviser or person in a control relationship with such investment adviser (other than the investment adviser to the Corporation or any investment adviser in a control relationship with the Corporation s investment adviser), or (B) an entity controlling or controlled by any investment adviser (other than the Corporation s investment adviser or any investment adviser in a control relationship with the Corporation s investment adviser or any person in a control relationship with any of the foregoing);	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not have been charged (unless such charges were dismissed or the individual was otherwise exonerated) with a criminal offense involving moral turpitude, dishonesty, or breach of trust, or have been convicted or have pled guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iv)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not be and shall not have been subject to any censure, order, consent decree (including consent decrees in which the respondent has neither admitted nor denied the findings), or adverse final action of any federal, state, or foreign governmental or regulatory authority (including self-regulatory organizations), barring or suspending such individual from participation in or association with any investment-related business or restricting such individual s activities with respect to any investment-related business, nor shall an individual nominated or seated as a director be the subject of any investigation or proceeding that could reasonably be expected to result in	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
such&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
individual failing to satisfy the requirements of this paragraph, nor shall any	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
individual&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
nominated or seated as a director be or have engaged in any conduct	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
which&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
has resulted in, or could have reasonably been expected or would	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
reasonably&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
be expected to result in, the U. S. Securities and Exchange Commission	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
( SEC )&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
censuring, placing limitations on the activities, functions, or operations	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
of,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
suspending, or revoking the registration of any investment adviser under	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
Section&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
203(e) or (f) of the Investment Advisers Act of 1940;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(v)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not be and shall not have	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
been&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
the subject of any of the ineligibility provisions contained in Section 9(a) of	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
the&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
1940 Act that would result in, or could have reasonably been expected or	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
would&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
reasonably be expected to result in, such individual or a company of which	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
such&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
individual is an affiliated person (as defined in Section 2(a)(3) of the 1940	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
Act)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
being ineligible, in the absence of an exemptive order under Section 9(c) of	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
the&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
1940 Act, to serve or act in the capacity of employee, officer, director,	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
member&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
of an advisory board, investment adviser, or depositor of any registered	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
investment&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
company, or principal underwriter for any registered investment	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
company,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
registered unit investment trust, or registered face amount certificate	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
company;&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: center;">
14</P>




<A name="page_15"></A><BR>

<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(vi)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not be and shall not have been the subject of any of the ineligibility provisions contained in Section 9(b) of the 1940 Act that, in the absence of an exemptive order under Section 9(c) of the 1940 Act, would permit, or could reasonably have been expected or would reasonably be expected to permit, the SEC by order to prohibit, conditionally or unconditionally, either permanently or for a period of time, such individual from serving or acting as an employee, officer, director, member of an advisory board, investment adviser, or depositor of, or principal underwriter for, a registered investment company or affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of such investment adviser, depositor, or principal underwriter;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(vii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not be the beneficial owner of, or be a person party to an agreement, arrangement, understanding, or practice for sharing information or decisions concerning stockholder actions or the acquisition, disposition, or voting of stock of the Corporation with any person(s) who in the aggregate are the beneficial owners of, 5% or more of the outstanding shares of any class of stock of the Corporation (each such person other than the Corporation s investment adviser, any investment adviser in a control relationship with the Corporation s investment adviser or any person in a control relationship with any of the foregoing, a  5% Holder ) and shall not have a disclosure relationship with a 5% Holder;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(viii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not, and any immediate family member of such nominee shall not, be employed or have been employed within the last two full calendar years and current year by, or have, or have had within the last two full calendar years and current year any material commercial	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
or&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
professional relationship with, any 5% Holder or any person who controls, is	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
controlled&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
by, is under common control, or acts in concert with any 5% Holder;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(ix)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not, and any immediate	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
family&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
member of such nominee shall not, have accepted directly or indirectly,	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
during&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
the calendar year of the election for which such individual is nominated or	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
seated&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
or during the immediately preceding calendar year, any consulting,	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
advisory,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
or other compensatory fee from any 5% Holder or from any person who	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
controls,&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
is controlled by, or is under common control or acts in concert with, any	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
5%&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
Holder; and	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(x)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
An individual nominated or seated as a director shall not, and any immediate	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
family&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
member of such nominee shall not, be an officer, director, general partner,	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
or&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
managing member (or person performing similar functions) of any 5% Holder	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
or&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
of any person who controls, is controlled by, or is under common control or	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
acts&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
in concert with, any 5% Holder.	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: center;">
15</P>




<A name="page_16"></A><BR>

<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE III<BR>
<BR>
OFFICERS</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Number and Qualifications . The Corporation shall have a President, a Treasurer, and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect or appoint any other officers and agents it deems necessary or proper. Any two or more offices may be held by the same person, except the office of President and Vice President, but no officer shall execute, acknowledge, or verify in more than one capacity any instrument required by law to be executed, acknowledged, or verified in more than one capacity. The President, the Treasurer, and the Secretary 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 stockholders and until his or her successor is elected and qualifies. Assistant officers may be appointed by the elected officers and shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing officer. Any officer may be, but none need be, a stockholder of the Corporation.</P>
<P style="text-align: left;">
SECTION 2. Resignations . Any officer of the Corporation may resign at any time by giving written notice of his or her 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.</P>
<P style="text-align: left;">
SECTION 3. Removal of Officers . Any officer 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 assistant officers not elected by the Board of Directors.</P>
<P style="text-align: left;">
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 that office.</P>
<P style="text-align: left;">
SECTION 5. Compensation . The compensation, if any, 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 or her control.</P>
<P style="text-align: left;">
SECTION 6. Bonds or Other Security . If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his or her duties, in an amount and with any surety or sureties as the Board may require.</P>
<P style="text-align: left;">
SECTION 7. President . The President shall be the chief executive officer of the Corporation and shall have, subject to the control of the Board of Directors, general charge of the business and affairs of the Corporation, and may employ and discharge employees and agents of</P>
<P style="text-align: left;">
16</P>




<A name="page_17"></A><BR>

<P style="text-align: left;">
the Corporation, except those elected or appointed by the Board, and he or she may delegate these powers.</P>
<P style="text-align: left;">
SECTION 8. Vice President . Each Vice President shall have the powers and perform the duties that the President or the Board of Directors may from time to time prescribe. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Board of Directors, shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Board of Directors.</P>
<P style="text-align: left;">
SECTION 9. Treasurer . The Treasurer shall be the principal financial and accounting officer of the Corporation. He or she shall deliver all funds of the Corporation that may come into his or her hands to any custodian appointed by or pursuant to authority granted by the Board of Directors. He or she shall render a statement of condition of the finances of the Corporation to the directors as often as they shall require the same, and he or she shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.</P>
<P style="text-align: left;">
SECTION 10. Assistant Treasurers . In the absence or disability of the Treasurer, the Assistant Treasurer, or, if there be more than one, any Assistant Treasurer designated by the Board of Directors, shall perform all the duties, and may exercise all the powers, of the Treasurer. The Assistant Treasurers, if any, shall perform such other duties as from time to time may be assigned to them by the Treasurer or the Board of Directors.</P>
<P style="text-align: left;">
SECTION 11. Secretary . The Secretary shall keep the minutes of all meetings of the Board of Directors and of all meetings of the stockholders of the Corporation in proper books provided for that purpose; he or she shall have custody of the seal of the Corporation; he or she shall have charge of the share transfer books, lists, and records unless the same are in the charge of the Corporation s transfer agent. He or she shall attend to the giving and serving of all notices by the Corporation in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he or she shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.</P>
<P style="text-align: left;">
SECTION 12. Assistant Secretaries . In the absence or disability of the Secretary, the Assistant Secretary, or, if there be more than one, any Assistant Secretary designated by the Board of Directors, shall perform all of the duties, and may exercise all of the powers, of the Secretary. The Assistant Secretaries, if any, shall perform such other duties as from time to time may be assigned to them by the Secretary or the Board of Directors.</P>
<P style="text-align: left;">
SECTION 13. Delegation of Duties . In case of the absence or disability 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.</P>
<P style="text-align: center;">
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<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE IV<BR>
<BR>
STOCK</TD></TR></TABLE>
</P>
<P style="text-align: left;">
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 or her; 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 President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation. Any or all of the signatures or the seal on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer, transfer agent, or registrar was still in office at the date of issue.</P>
<P style="text-align: left;">
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 stockholder holds. The stock ledger may be in written form or any other form that 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.</P>
<P style="text-align: left;">
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 or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates, if issued, for the shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of the share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions and to vote as the owner, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person.</P>
<P style="text-align: left;">
SECTION 4. Regulations . 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.</P>
<P style="text-align: left;">
SECTION 5. Uncertificated Stock . The Board of Directors may authorize the issuance of uncertificated securities if permitted by law. In the event that the Board of Directors</P>
<P style="text-align: left;">
18</P>




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<P style="text-align: left;">
authorizes the issuance of uncertificated securities, the Board of Directors may, in its discretion, and at any time, discontinue the issuance of stock certificates and may, by written notice to the registered owners of each certificated share of stock, require the surrender of stock certificates to the Corporation for cancellation. Such surrender and cancellation shall not affect the ownership of stock of the Corporation.</P>
<P style="text-align: left;">
SECTION 6. 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 of Directors may, in its discretion, require the owner (or his or her legal representative) of a lost, destroyed, or mutilated certificate: to give 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.</P>
<P style="text-align: left;">
SECTION 7. Fixing of Record Date for Dividends, Distributions, Etc. The Board of Directors may fix, in advance, a date not more than 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 interest, 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.</P>
<P style="text-align: left;">
SECTION 8. Information to Stockholders and Others . Any stockholder of the Corporation or his or her agent may inspect and copy during the Corporation s usual business hours the Corporation s By-Laws, minutes of the proceedings of its stockholders, annual statements of its affairs, and voting trust agreements on file at its principal office.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE V<BR>
<BR>
INDEMNIFICATION</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Indemnification of Directors and Officers . The Corporation shall indemnify its directors to the fullest extent that indemnification of directors is required or permitted by the General Laws of the State of Maryland now or hereafter in force. 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.</P>
<P style="text-align: left;">
19</P>




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<P style="text-align: left;">
The indemnification and other rights provided by this Article V 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 V shall not protect any such a person against any liability to the Corporation or any security holder 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 or her office ( disabling conduct ).</P>
<P style="text-align: left;">
SECTION 2. Advances . Any current or former director or officer of the Corporation claiming indemnification within the scope of this Article V shall be entitled to advances from the Corporation for payment of the reasonable expenses incurred by him or her in connection with proceedings to which he or she is a party in the manner and to the fullest extent permissible under the 1940 Act and Maryland law. The person seeking indemnification shall provide to the Corporation a written affirmation of his or her 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 or her 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 have determined, based in 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.</P>
<P style="text-align: left;">
SECTION 3. Procedure . At the request of any person claiming indemnification under this Article V, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the 1940 Act and Maryland law, whether the standards required by this Article V 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.</P>
<P style="text-align: left;">
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 1940 Act.</P>
<P style="text-align: left;">
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 V shall not be deemed exclusive of any other right, with respect to indemnification or</P>
<P style="text-align: center;">
20</P>




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<P style="text-align: left;">
otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or disinterested directors or otherwise.</P>
<P style="text-align: left;">
SECTION 6. Amendments . No amendment of these By-Laws shall affect any right of any person under this Article V based on any event, omission, or proceeding prior to the amendment.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE VI<BR>
<BR>
SEAL</TD></TR></TABLE>
</P>
<P style="text-align: left;">
The seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, the words  Corporate Seal  and  Maryland,  and any emblem or device approved by the Board of Directors. The seal may be used by causing it or a facsimile to be impressed or affixed or in any other manner reproduced, or by placing the word  seal  adjacent to the signature of the authorized officer of the Corporation.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE VII<BR>
<BR>
FISCAL YEAR</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Fiscal Year . The Corporation s fiscal year shall be fixed by the Board of Directors.</P>
<P style="text-align: left;">
SECTION 2. Accountant .</P>
<P style="text-align: left;">
(a) The Corporation shall employ an independent public accountant or a firm of independent public accountants of national reputation as its Accountant to examine the accounts of the Corporation and to sign and certify financial statements filed by the Corporation. The Accountant s certificates and reports shall be addressed both to the Board of Directors and to the stockholders. The employment of the Accountant shall be conditioned upon the right of the Corporation to terminate the employment forthwith without any penalty by vote of a majority of the outstanding voting securities at any stockholders  meeting called for that purpose.</P>
<P style="text-align: left;">
(b) A majority of the members of the Board of Directors who are not  interested persons  (as defined in Section 2(a)(19) of the 1940 Act) of the Corporation shall select the Accountant in accordance with the requirements of the 1940 Act.</P>
<P style="text-align: left;">
(c) Any vacancy occurring between annual meetings, due to the resignation of the Accountant, may be filled by the vote of a majority of the members of the Board of Directors who are not  interested persons  of the Corporation (as defined in Section 2(a)(19) of the 1940 Act).</P>
<P style="text-align: left;">
21</P>




<A name="page_22"></A><BR>

<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE VIII<BR>
<BR>
CUSTODY OF SECURITIES</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Employment of a Custodian . The Corporation shall place and at all times maintain in the custody of a Custodian (including any sub-Custodian for the Custodian) all funds, securities, and similar investments owned by the Corporation. The Custodian (and any sub-Custodian) shall be an institution conforming to the requirements of Section 17(f) of the 1940 Act and the rules of the SEC thereunder. The Custodian shall be appointed from time to time by the Board of Directors, which shall fix its remuneration.</P>
<P style="text-align: left;">
SECTION 2. Termination of Custodian Agreement . Upon termination of the Custodian Agreement or inability of the Custodian to continue to serve, the Board of Directors shall promptly appoint a successor Custodian, but in the event that no successor Custodian can be found who has the required qualifications and is willing to serve, the Board of Directors shall call as promptly as possible a special meeting of stockholders to determine whether the Corporation shall function without a Custodian or shall be liquidated. If so directed by vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote, the Custodian shall deliver and pay over all property of the Corporation held by it as specified in such vote.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE IX<BR>
<BR>
AMENDMENTS</TD></TR></TABLE>
</P>
<P style="text-align: left;">
These By-Laws may be amended or repealed by the affirmative vote of at least a majority of the Board of Directors and three-fourths of the Continuing Directors (as defined in Section 3 of Article X) at any regular or special meeting of the Board of Directors, subject to applicable law, including, without limitation, the 1940 Act.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
ARTICLE X<BR>
<BR>
MISCELLANEOUS</TD></TR></TABLE>
</P>
<P style="text-align: left;">
SECTION 1. Severability . The provisions of these By-Laws are severable, and if the Board of Directors shall determine, with the advice of legal counsel, that any of such provisions is in conflict with applicable law, the conflicting provision shall be deemed never to have constituted a part of these By-Laws ~ provided, however, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination. If any provision of these By-Laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these By-Laws in any jurisdiction.</P>
<P style="text-align: left;">
SECTION 2. Venue . Any suit, action, or proceeding brought by or in the right of any holder of shares of the Corporation s stock or any person claiming any interest in any such shares</P>
<P style="text-align: left;">
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<P style="text-align: left;">
seeking to enforce any provision of, or based on any matter arising out of, related to, or in connection with, these By-Laws or the Corporation, any series or class of the Corporation s stock, including, without limitation, any claim of any nature against the Corporation, any series or class of stock, the directors or officers of the Corporation, or the Corporation s investment adviser, shall be brought exclusively in the United States District Court for the District of Massachusetts to the extent that court has subject matter jurisdiction over the action and/or claims asserted and otherwise in the courts of the Commonwealth of Massachusetts to the extent there is subject matter jurisdiction in those courts for the claims asserted. If venue in the Commonwealth of Massachusetts as described in this Section 2 is held not to be proper, venue shall be brought in the State of Maryland.</P>
<P style="text-align: left;">
SECTION 3. Certain Definitions .  Continuing Director  shall mean any director who (1) has been a director for a period of at least 18 months, during no part of which time he or she has been an Interested Party (as defined below) or an  affiliated person  (as defined in Section 2(a)(3) of the 1940 Act) of an Interested Party, (2) has been a director since the Corporation s initial public offering of its shares, or (3) is a successor to a Continuing Director who is not an affiliated person of an Interested Party and was elected or nominated to succeed the Continuing Director by a majority of the other Continuing Directors then in office.</P>
<P style="text-align: left;">
 Interested Party  shall mean any person, other than an investment company advised by the Corporation s investment adviser or any of its  affiliated persons  (as defined in Section 2(a)(3) of the 1940 Act), that enters, or proposes to enter, into with the Corporation: (1) a merger, consolidation, or statutory share exchange of the Corporation with or into any other corporation or entity; (2) the issuance of any securities of the Corporation to any Principal Stockholder (as defined in Paragraph (2) of Article VIII of the Articles of Incorporation) for cash, except as part of an offering in which the Principal Stockholder has no special right to participate as compared to (a) other holders of the same class or series of shares, or (b) investors generally; (3) the sale, lease, exchange, mortgage, pledge, transfer, or other disposition by the Corporation (in one or a series of transactions in any 12-month period) to or with any Principal Stockholder of any assets of the Corporation having an aggregate fair market value of $1,000,000 or more, except for portfolio transactions (including pledges of portfolio securities in connection with borrowings) effected by the Corporation in the ordinary course of business, tender offers, and transactions effected in connection with leverage; and (4) the issuance or transfer by the Corporation of any securities of the Corporation to any person or entity for cash, securities, or other property or assets (or combination thereof) having an aggregate fair market value of $1,000,000 or more, excluding (a) issuances or transfers of debt securities of the Corporation, (b) sales of securities of the Corporation in connection with a public offering, (c) issuances of securities of the Corporation pursuant to a dividend or distribution reinvestment plan adopted by the Corporation, (d) issuances of securities of the Corporation upon the exercise of any share subscription rights distributed by the Corporation, (e) issuances of securities of the Corporation for the purposes of leverage, and (f) portfolio transactions effected by the Corporation in the ordinary course of business.</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
END OF BY-LAWS</TD></TR></TABLE>
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<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>exhibit77q1e_lasgrowthfundpo.htm
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   <TITLE>exhibit77q1e_lasgrowthfundpo.htm - Generated by SEC Publisher for SEC Filing</TITLE>
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<A name="page_1"></A><BR>

<P style="text-align: left;">
LIBERTY ALL-STAR &reg; GROWTH FUND, INC. PORTFOLIO MANAGEMENT AGREEMENT</P>
<P style="text-align: left;">
CONGRESS ASSET MANAGEMENT COMPANY, LLP</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
June 6, 2016</TD></TR></TABLE>
</P>
<P style="text-align: left;">
<TABLE><TR><TD nowrap>
Re: Portfolio Management Agreement<BR>
<BR>
Ladies and Gentlemen:</TD></TR></TABLE>
</P>
<P style="text-align: right;">
Liberty All-Star Growth Fund, Inc. (the  Fund ) is a diversified closed-end investment company registered under the Investment Company Act of 1940, as amended (the  Act ), and is subject to the rules and regulations promulgated thereunder.</P>
<P style="text-align: right;">
ALPS Advisors, Inc. (the  Fund Manager ) evaluates and recommends portfolio managers for the assets of the Fund, and the Fund Manager or an affiliate of the Fund Manager is responsible for the day-to-day Fund administration of the Fund.</P>
<P style="text-align: right;">
1. Employment as a Portfolio Manager. The Fund, being duly authorized, hereby employs Congress Asset Management Company, LLP ( Portfolio Manager ) as a discretionary portfolio manager, on the terms and conditions set forth herein, of that portion of the Fund s assets which the Fund Manager determines to assign to the Portfolio Manager (those assets being referred to as the  Portfolio Manager Account ). The Fund Manager may, from time to time, allocate and reallocate the Fund s assets among the Portfolio Manager and the other portfolio managers of the Fund s assets. The Portfolio Manager will be an independent contractor and will have no authority to act for or represent the Fund or the Fund Manager in any way or otherwise be deemed to be an agent of the Fund or the Fund Manager except as expressly authorized in this Agreement or in another writing by the Fund Manager and the Portfolio Manager. The Portfolio Manager s responsibilities for providing portfolio management services to the Fund shall be limited to the Portfolio Manager Account.</P>
<P style="text-align: right;">
2. Acceptance of Employment; Standard of Performance. The Portfolio Manager accepts its employment as a discretionary portfolio manager and agrees to use its best professional judgment to make timely investment decisions for the Portfolio Manager Account in accordance with the provisions of this Agreement.</P>
<P style="text-align: right;">
3. Portfolio Management Services of Portfolio Manager.</P>
<P style="text-align: right;">
A. In providing portfolio management services to the Portfolio Manager Account, the Portfolio Manager shall be subject to the Fund s Articles of Incorporation and By-Laws, as amended from time to time, investment objectives, policies and restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information, as the same may be modified from time to time (together, the  Prospectus ), the investment objectives, policies and restrictions of the Fund as determined from time to time by the Board of Directors, and the investment and other restrictions set forth in the Act and the rules and regulations thereunder, to the supervision and control of the Board of Directors of the Fund, and to instructions from the Fund Manager. The Portfolio Manager shall not, without the prior approval of the Fund or the Fund Manager, effect any transactions that would cause the Portfolio Manager Account, treated as a separate fund, to be out of compliance with any of such restrictions or policies. The Portfolio Manager shall not consult with any other portfolio manager of the Fund concerning transactions for the Fund in securities or other assets.</P>
<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
B.&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%" colspan=2>
As part of the services it will provide hereunder, the Portfolio Manager will:	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
(i)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
formulate and implement a continuous investment program for the Portfolio Manager Account;	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
(ii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
take whatever steps are necessary to implement the investment program for the Portfolio Manager Account by arranging for the purchase and sale of securities and other investments;	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR><TR>
<TD width="2%">&nbsp;</TD>	<TD nowrap valign=top width="2%">
(iii)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="96%">
keep the Fund Manager and the Board of Directors of the Fund fully informed in writing on an ongoing basis, as agreed by the Fund Manager and the Portfolio Manager, of all material facts concerning the investment and reinvestment of the assets in the Portfolio Manager Account, the	</TD>
</TR>
<TR><TD width="100%" colspan=3>&nbsp;</TD></TR></TABLE>




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<TD width="10%">&nbsp;</TD>	<TD width="90%">
Portfolio Manager and its key investment personnel and operations; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Fund Manager or the Directors of the Fund; attend meetings with the Fund Manager and/or Directors, as reasonably requested, to discuss the foregoing and such other matters as may be requested by the Fund Manager or Directors;	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(iv)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
in accordance with procedures and methods established by the Directors of the Fund, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio Manager Account, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Portfolio Manager for each security or other investment/asset in the Portfolio Manager Account for which market prices are not readily available; and	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(v)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
cooperate with and provide reasonable assistance to the Fund Manager, the Fund s administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Fund and the Fund Manager; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Fund Manager; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: right;">
4. Transaction Procedures. All portfolio transactions for the Portfolio Manager Account will be consummated by payment to or delivery by the custodian of the Fund (the  Custodian ), or such depositories or agents as may be designated by the Custodian in writing, as custodian for the Fund, of all cash and/or securities due to or from the Portfolio Manager Account, and the Portfolio Manager shall not have possession or custody thereof or any responsibility or liability with respect to such custody. The Portfolio Manager shall advise and confirm in writing to the Custodian all investment orders for the Portfolio Manager Account placed by it with brokers and dealers at the time. The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Portfolio Manager. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Portfolio Manager shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.</P>
<P style="text-align: right;">
5. Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed.</P>
<P style="text-align: right;">
A. In doing so, the Portfolio Manager s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a  best execution  market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.</P>
<P style="text-align: right;">
B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer.</P>
<P style="text-align: right;">
C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an  affiliated person  (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are  affiliated persons  of the Fund or its</P>




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<P style="text-align: left;">
portfolio managers.</P>
<P style="text-align: left;">
6. Proxies. The Fund Manager will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio Manager Account may be invested from time to time in accordance with such policies as shall be determined by the Fund Manager, and reviewed and approved by the Board of Directors. Upon the written request of the Fund Manager, the Portfolio Manager will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio Manager Account may be invested from time to time in accordance with such policies as shall be determined by the Fund Manager, and reviewed and approved by the Board of Directors.</P>
<P style="text-align: left;">
7. Fees for Services. The compensation of the Portfolio Manager for its services under this Agreement shall be calculated and paid by the Fund Manager in accordance with the attached Schedule A. Pursuant to the Fund Management Agreement between the Fund and the Fund Manager, the Fund Manager is solely responsible for the payment of fees to the Portfolio Manager, and the Portfolio Manager agrees to seek payment of its fees solely from the Fund Manager.</P>
<P style="text-align: left;">
8. Other Investment Activities of Portfolio Manager. The Fund acknowledges that the Portfolio Manager or one or more of its affiliates has investment responsibilities, renders investment advice to and performs other investment advisory services for other individuals or entities ( Client Accounts ), and that the Portfolio Manager, its affiliates or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their respective accounts ( Affiliated Accounts ). Subject to the provisions of paragraph 2 hereof, the Fund agrees that the Portfolio Manager or its affiliates may give advice or exercise investment responsibility and take such other action with respect to other Client Accounts and Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Portfolio Manager Account, provided that the Portfolio Manager acts in good faith, and provided further, that it is the Portfolio Manager s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio Manager Account over a period of time on a fair and equitable basis relative to the Client Accounts and the Affiliated Accounts, taking into account the cash position and the investment objectives and policies of the Fund and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more Client Accounts and Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Portfolio Manager Account may have an interest from time to time, whether in transactions which involve the Portfolio Manager Account or otherwise. The Portfolio Manager shall have no obligation to acquire for the Portfolio Manager Account a position in any investment which any Client Account or Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Portfolio Manager Account or otherwise.</P>
<P style="text-align: left;">
9. Limitation of Liability. The Portfolio Manager shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have resulted from the Portfolio Manager s willful misfeasance, bad faith or gross negligence, a violation of the standard of care established by and applicable to the Portfolio Manager in its actions under this Agreement or breach of its duty or of its obligations hereunder (provided, however, that the foregoing shall not be construed to protect the Portfolio Manager from liability in violation of Section 17(i) of the Act). Except as may otherwise be provided by the Act or any other federal securities law, the Portfolio Manager shall indemnify and hold harmless the Fund Manager and the Fund, and their officers and employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, the  Fund Indemnitees ) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Portfolio Manager s action or inaction or based on this Agreement; provided however, the Portfolio Manager shall not indemnify or hold harmless the Fund Indemnittees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Fund or the Trust of a Fund representation or warranty made herein, or (ii) any willful misconduct, fraud, reckless disregard or gross negligence of the Fund or the Trust in the performance of any of their duties or obligations hereunder.</P>
<P style="text-align: left;">
10. Confidentiality. Subject to the duty of the Portfolio Manager, the Fund Manager and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Portfolio Manager Account and the actions of the Portfolio Manager and the Fund in respect thereof.</P>
<P style="text-align: left;">
11. Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is</P>




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<P style="text-align: right;">
defined in Section 2(a)(4) of the Act. The Portfolio Manager shall notify the Fund in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and whether to take the steps necessary to enter into a new contract with the Portfolio Manager. Should the Fund enter into a new contract with the Portfolio Manager in connection with an assignment, the Portfolio Manager agrees to pay all costs and expenses incurred by the Fund to obtain shareholder approval of the new contract, including costs associated with the preparation and mailing of the Fund s proxy statement and shareholder meeting and proxy solicitation fees.</P>
<P style="text-align: right;">
12. Representations, Warranties and Agreements of the Fund. The Fund represents, warrants and agrees that:</P>
<P style="text-align: right;">
A. The Portfolio Manager has been duly appointed to provide investment services to the Portfolio Manager Account as contemplated hereby.</P>
<P style="text-align: right;">
B. The Fund will deliver to the Portfolio Manager a true and complete copy of its then current Prospectus as effective from time to time and such other documents governing the investment of the Portfolio Manager Account and such other information as is necessary for the Portfolio Manager to carry out its obligations under this Agreement.</P>
<P style="text-align: right;">
13. Representations, Warranties and Agreements of the Portfolio Manager. The Portfolio Manager represents, warrants and agrees that:</P>
<P style="text-align: right;">
A. It is registered as an  investment adviser  under the Investment Advisers Act of 1940, as amended ( Advisers Act ) and will continue to be so registered for as long as this Agreement remains in effect.</P>
<P style="text-align: right;">
B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the rules and regulations thereunder, the records required to be so kept by an investment adviser of the Fund in accordance with applicable law. The Portfolio Manager agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request.</P>
<P style="text-align: right;">
C. It has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j -1 under the Act and will provide the Fund Manager and the Board of Directors with a copy of its code of ethics and evidence of its adoption. Within 45 days of the end of each year while this Agreement is in effect, or at any other time requested by the Fund Manager, an officer, director or general partner of the Portfolio Manager shall certify to the Fund that the Portfolio Manager has complied with the requirements of Rule 17j -1 and Rule 204A-1 during the previous year and that there has been no material violation of its code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. It will promptly notify the Fund Manager of any material change to its code of ethics or material violation of its code of ethics.</P>
<P style="text-align: right;">
D. Upon request, the Portfolio Manager will promptly supply the Fund with any information concerning the Portfolio Manager and its stockholders, partners, employees and affiliates that the Fund may reasonably request in connection with the preparation of its registration statement (as amended from time to time), prospectus and statement of additional information (as supplemented and modified from time to time), proxy material, reports and other documents required to be filed under the Act, the Securities Act of 1933, or other applicable securities laws.</P>
<P style="text-align: right;">
E. The Portfolio Manager shall maintain and implement compliance procedures that are reasonably designed to ensure its compliance with Rule 206(4)-7 of the Advisers Act and to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the Act).</P>
<P style="text-align: right;">
F. The Portfolio Manager will: (i) on the cover page of each Form 13F that the Portfolio Manager files with the Securities and Exchange Commission (the  SEC ), check the  13F Combination Report  box and on the Form 13F Summary Page identify  ALPS Advisors, Inc.  as another manager for which the Portfolio Manager is filing the Form 13F report; (ii) within 60 days after the end of each calendar year, provide the Fund Manager with a certification that the Portfolio Manager s Form 13F was filed with the SEC on a timely basis and included all of the securities required to be reported by the SEC; (iii) within 60 days after the end of each calendar year, provide to the Fund Manager a copy of each Form 13F, or amendment to a Form 13F filed by it during the prior four quarters; and (iv) promptly notify the Fund Manager in the event the Portfolio Manager determines that it has failed to comply with Section 13(f) in a material respect, or receives a comment letter</P>




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from the SEC raising a question with respect to compliance.</P>
<P style="text-align: right;">
G. The Portfolio Manager has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Portfolio Manager agrees to provide: (a) from time to time, a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Portfolio Manager s compliance policies and procedures comply with the Advisers Act; (b) a report of the annual review determining the adequacy and effectiveness of the Portfolio Manager s compliance policies and procedures; and (c) the name of the Portfolio Manager s Chief Compliance Officer to act as a liaison for compliance matters that may arise between the Fund and the Portfolio Manager.</P>
<P style="text-align: right;">
H. The Portfolio Manager will notify the Fund and the Fund Manager of any assignment of this Agreement or change of control of the Portfolio Manager, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio Manager Account or senior management of the Portfolio Manager, in each case prior to or promptly after, such change. The Portfolio Manager agrees to bear all costs and expenses of the Fund, if any, arising out of an assignment or change in control.</P>
<P style="text-align: right;">
I. The Portfolio Manager agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.</P>
<P style="text-align: right;">
14. Amendment. This Agreement may be amended at any time, but only by written agreement among the Portfolio Manager, the Fund Manager and the Fund, which amendment, other than amendments to Schedule A, is subject to the approval of the Board of Directors and the shareholders of the Fund as and to the extent required by the Act, the rules thereunder or exemptive relief granted by the SEC, provided that Schedule A may be amended by the Fund Manager without the written agreement of the Fund or the Portfolio Manager.</P>
<P style="text-align: right;">
15. Effective Date; Term. This Agreement shall become effective on the date first above written, provided that this Agreement shall not take effect unless it has first been approved: (1) by a vote of a majority of the Directors who are not  interested persons  (as defined in the Act) of any party to this Agreement ( Independent Directors ), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of  a majority of the outstanding voting securities  (as defined in the Act) of the Fund. This Agreement shall continue for two years from the date of this Agreement and from year to year thereafter provided such continuance is specifically approved at least annually by (i) the Fund s Board of Directors or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance is also approved by a majority of the Independent Directors, by vote cast in person at a meeting called for the purpose of voting on such approval. If the SEC issues an order to the Fund and the Fund Manager for an exemption from Section 15(a) of the Act, then, in accordance with the application of the Fund and the Fund Manager, the continuance of this Agreement after initial approval by the Directors as set forth above, shall be subject to approval by a majority of the outstanding voting securities of the Fund at the regularly scheduled annual meeting of the Fund s shareholders next following the date of this Agreement.</P>
<P style="text-align: right;">
16. Termination. This Agreement may be terminated at any time by any party, without penalty, immediately upon written notice to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon not less than thirty (30) days  written notice to the Portfolio Manager in the case of termination by the Fund or the Fund Manager, or ninety (90) days  written notice to the Fund and the Fund Manager in the case of termination by the Portfolio Manager, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.</P>
<P style="text-align: right;">
17. Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Colorado.</P>
<P style="text-align: right;">
18. Severability; Counterparts. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement.</P>




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19. Use of Name . The Portfolio Manager agrees and acknowledges that the Fund Manager is the sole owner of the names and marks  Liberty All-Star  and  All-Star , and that all use of any designation comprised in whole or in part of these names and marks shall inure to the benefit of the Fund Manager. Except as used to identify the Fund to third parties as a client, the use by the Portfolio Manager on its own behalf of such marks in any advertisement or sales literature or other materials promoting the Portfolio Manager shall be with the prior written consent of the Fund Manager. The Portfolio Manager shall not, without the consent of the Fund Manager, make representations regarding the Fund or the Fund Manager in any disclosure document, advertisement or sales literature or other materials promoting the Portfolio Manager. Consent by the Fund Manager shall not be unreasonably withheld. Upon termination of this Agreement for any reason, the Portfolio Manager shall cease any and all use of these marks as soon as reasonably practicable.</P>
<P style="text-align: left;">
20. Notices . All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by U.S. mail, overnight carrier or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):</P>
<P style="text-align: left;">
To Fund Manager:</P>
<P style="text-align: left;">
ALPS Advisors, Inc.</P>
<P style="text-align: left;">
1290 Broadway, Suite 1100 Denver, Colorado 80203 Attn: General Counsel Phone: (303) 623-2577 Fax: (303) 623-7850</P>
<P style="text-align: left;">
To the Portfolio Manager: Congress Asset Management Company, LP</P>
<P style="text-align: left;">
<TABLE><TR><TD nowrap>
Name: Chris Lagan<BR>
Address: 2 Seaport Lane<BR>
Boston, MA 02210<BR>
Phone: 617-428-4320<BR>
Fax: 617-428-4391</TD></TR></TABLE>
</P>




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<P style="text-align: center;">
LIBERTY ALL-STAR &reg; GROWTH FUND, INC.</P>
<P style="text-align: left;">
<TABLE><TR><TD nowrap>
By: /s/ William Parmentier<BR>
Name: William Parmentier<BR>
Title: President<BR>
<BR>
ALPS ADVISORS, INC.<BR>
<BR>
By: /s/ Thomas Carter<BR>
Name: Thomas Carter<BR>
Title: President</TD></TR></TABLE>
</P>
<P style="text-align: left;">
ACCEPTED:</P>
<P style="text-align: left;">
CONGRESS ASSET MANAGEMENT COMPANY, LLP</P>
<P style="text-align: left;">
<TABLE><TR><TD nowrap>
By: /s/ Christopher Lagan<BR>
Name: Christopher Lagan<BR>
Title: Managing Director/COO</TD></TR></TABLE>
</P>




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<P style="text-align: left;">
<TABLE><TR><TD nowrap>
LIBERTY ALL- STAR GROWTH FUND, INC.<BR>
PORTFOLIO MANAGEMENT AGREEMENT<BR>
SCHEDULE A</TD></TR></TABLE>
</P>
<P style="text-align: center;">
<TABLE><TR><TD align="center" nowrap>
PORTFOLIO MANAGER FEE</TD></TR></TABLE>
</P>
<P style="text-align: left;">
For services provided to the Portfolio Manager Account, the Fund Manager will pay to the Portfolio Manager, on or before the 10 th day of each calendar month, a fee calculated and accrued daily and payable monthly by the Fund Manager for the previous calendar month at the annual rate of</P>
<TABLE border=0 cellspacing=0>
<TR>
	<TD nowrap valign=top width="2%">
(1)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
0.40% of the Portfolio Manager s Percentage of the Average Total Net Assets of the Fund ( Portfolio Manager s Percentage  means the percentage obtained by dividing (i) the average daily net asset values of the Portfolio Manager Account during the preceding calendar month, by (ii) the Average Total Fund Net Assets) times the Average Total Fund Net Assets ("Average Total Fund Net Assets" means the average daily net asset values of the Fund as a whole during the preceding calendar month) up to and including $300 million; and	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR><TR>
	<TD nowrap valign=top width="2%">
(2)&nbsp; &nbsp; &nbsp; 	</TD>
	<TD width="98%">
0.36% of the Portfolio Manager s Percentage of the Average Total Fund Net Assets of the Fund exceeding $300 million.	</TD>
</TR>
<TR><TD width="100%" colspan=2>&nbsp;</TD></TR></TABLE>
<P style="text-align: left;">
Each monthly payment set forth above shall be based on the average daily net assets during such previous calendar month. The fee for the period from the date this Agreement becomes effective to the end of the calendar month in which such effective date occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a calendar month, the fee for the part of that calendar month during which this Agreement was in effect shall be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Portfolio Manager, the value of the Fund s net assets will be computed at the times and in the manner specified in the Registration Statement as from time to time in effect.</P>
<P style="text-align: left;">
 Portfolio Manager s Percentage  means the percentage obtained by dividing (i) the average daily net asset values of the Portfolio Manager Account during the preceding calendar month, by (ii) the Average Total Fund Net Assets.</P>
<P style="text-align: left;">
 Average Total Fund Net Assets  means the average daily net asset values of the Fund as a whole during the preceding calendar month.</P>


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