<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>3
<FILENAME>bylaws.txt
<DESCRIPTION>BYLAWS
<TEXT>
BYLAWS
OF
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
________________
ARTICLE I
Offices
		Section 1.  Principal Office in Maryland.  The
Corporation shall have a principal office in the City of Baltimore, or at
such other place as the Board of Directors may designate in the State of
Maryland.
		Section 2.  Additional Offices.  The Corporation may have
additional offices, including a principal executive office, at such places
as the Board of Directors may from time to time determine or as the
business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
		Section 1.  Place of Meeting.  Meetings of stockholders
shall be held at the principal executive office of the Corporation or at
other such place as shall be set by the Board of Directors and stated in
the notice of meeting.
		Section 2.  Annual Meetings.  Annual meetings of
stockholders shall be held on a date and at a time set from time to time
by the Board of Directors not less than ninety nor more than one hundred
twenty days following the end of each fiscal year of the Corporation, for
the election of directors and the transaction of any other business within
the powers of the Corporation.
		Section 3.  Special Meetings.  (a)  General.  The
chairman, president or Board of Directors may call a special meeting of
the stockholders.  Subject to subsection (b) of this Section 3, a special
meeting of stockholders shall also be called by the secretary of the
Corporation upon the written request of the stockholders entitled to cast
not less than a majority of all the votes entitled to be cast at such
meeting. Except as provided in Subsection (b) of this Section 3, any
special meeting shall be held at such place, date and time as may be
designated by the chairman, president and Board of Directors, whoever has
called the meeting.  In setting a date of any special meeting, the
chairman, president or Board of Directors may consider such factors as he,
she or it deems relevant within the good faith exercise of business
judgment, including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request for a
meeting and any plan of the Board of Directors to call an annual meeting
or a special meeting.
		(b)  Stockholder Requested Special Meetings.  (1)  Any
stockholder of record seeking to have stockholders request a special
meeting shall, by sending written notice to the secretary of the
Corporation (the Record Date Request Notice) by certified or registered
mail, return receipt requested, request the Board of Directors to set a
record date to determine the stockholders entitled to request a special
meeting (the Request Record Date).  The Record Date Request Notice shall
set forth the purpose of the requested special meeting and the matters
proposed to be acted on at such special meeting, shall be signed by one or
more stockholders of record as of the date of signature (or their duly
authorized agents), shall bear the date of signature of each such
stockholder (or duly authorized agent) and shall set forth all information
relating to each such stockholder that must be disclosed in solicitations
of proxies for election of directors in an election contest (even if an
election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), and
Rule 14a-11 (or any successor provision) thereunder.  Upon receiving the
Record Date Request Notice, the Board of Directors may set a Request
Record Date.  The Request Record Date shall not precede and shall not be
more than twenty days after the close of business on the date on which
the resolution setting the Request Record Date is adopted by the Board of
Directors.  If the Board of Directors, within twenty days after the date
on which a valid Record Date Request Notice is received, fails to adopt a
resolution setting the Request Record Date and make a public announcement
of such Request Record Date, the Request Record Date shall be the close of
business on the twentieth day after the first date on which the Record
Date Request Notice is actually received by the secretary.
			(2)  In order for any stockholder to request a
special meeting, one or more written requests for a special meeting,
signed by stockholders of record (or their duly authorized agents) as of
the Request Record Date entitled to cast not less than a majority (the
Special Meeting Percentage) of all of the votes entitled to be cast at
such meeting (the Special Meeting Request) shall be delivered to the
secretary.  In addition, the Special Meeting Request shall set forth the
purpose of the meeting and the matters proposed to be acted on at the
meeting (which shall be limited to the matters set forth in the Record
Date Request Notice received by the secretary
of the Corporation), shall be signed by one or more persons who as of
the Request Record Date are stockholders of record (or their duly
authorized agents), shall bear the date of signature of each such
stockholder (or duly authorized agent) signing the Special Meeting
Request, shall set forth the name and address, as they appear in the
Corporation's stock ledger, of each stockholder signing such request
(or on whose behalf the Special Meeting Request is signed) and the
class and number of shares of stock of the Corporation which are owned
of record and beneficially by each such stockholder, shall be sent to
the secretary by certified or registered mail, return receipt requested,
and shall be received by the secretary within sixty days after the
Request Record Date.  Any requesting stockholder may revoke his, her or
its request for a special meeting at any time by written revocation
delivered to the secretary.
			(3)  The secretary shall inform the requesting
stockholders of the reasonably estimated cost of preparing and mailing
the notice of the special meeting (including the Corporation's proxy
materials).  The secretary shall not be required to call a special
meeting upon stockholder request and such meeting shall not be held
unless, in addition to the documents required by paragraph (2) of
this Section 3(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
			(4)  A special meeting called by the secretary
upon the request of stockholders (a Stockholder Requested Meeting)
shall be held at such place, date and time as may be designated by the
Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than ninety days after the record
date for such meeting (the Meeting Record Date); and provided further
that if the Board of Directors fails to designate, within ten days
after the date that a valid Special Meeting Request is actually received
by the secretary (the Delivery Date), a date and time for a Stockholder
Requested Meeting, then such meeting shall be held at 2:00 p.m. local
time on the ninetieth day after the Meeting Record Date or, if such
ninetieth day is not a Business Day (as defined below), on the first
preceding Business Day; and provided further that in the event that the
Board of Directors fails to designate a place for a Stockholder
Requested Meeting within ten days after the Delivery Date, then such
meeting shall be held at the principal executive offices of the
Corporation.  In the case of any Stockholder Requested Meeting, if the
Board of Directors fails to set a Meeting Record Date that is a date
within thirty days after the Delivery Date, then the close of business
on the thirtieth day after the Delivery Date shall be the Meeting
Record Date.
			(5)  If at any time as a result of written
revocations of requests for the special meeting, stockholders of record
(or their duly authorized agents) as of the Request Record Date for
the meeting entitled to cast less than the Special Meeting Percentage
shall have delivered and not revoked requests for the special meeting,
the secretary may refrain from mailing the notice of the meeting or,
if the notice of the meeting has been mailed, the secretary may revoke
the notice of the meeting at any time before ten days prior to the
meeting if the secretary has first sent to all other requesting
stockholders written notice of such revocation and of the intention to
revoke the notice of the meeting.  Any request for a special meeting
received after a revocation by the secretary of a notice of a meeting
shall be considered a request for a new special meeting.
			(6)  The Corporation may engage regionally or
nationally recognized independent inspectors of elections to act as the
agent of the Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting
Request received by the secretary.  For the purpose of permitting the
inspectors to perform such review, no such purported request shall be
deemed to have been received by the secretary until the earlier of (i)
five Business Days after actual receipt by the secretary of such
purported request and (ii) such date as the independent inspectors
certify to the Corporation that the valid requests received by the
secretary represent at least a majority of the issued and outstanding
shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed
to suggest or imply that the Corporation or any stockholder shall not
be entitled to contest the validity of any request, whether during or
after such five Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).
			(7)  For purposes of these Bylaws, Business
Day shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
		Section 4.  Notice of Meetings.  Not less than ten nor
more than ninety 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 thereat who is
entitled to notice of the meeting written notice stating the time and
place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the
meeting is called, either by mail, by presenting it to such stockholder
personally, by leaving it at such stockholder's residence or usual
place of business or by any other means permitted by Maryland law.  If
mailed, such notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at the stockholder's
address as it appears on the records of the Corporation, with postage
thereon prepaid.
		Section 5.  Scope of Notice.  Subject to Section 7 of
this Article II of these Bylaws, any business of the Corporation may
be transacted at an annual meeting of the stockholders without being
specifically designated in the notice, except such business as is
required by any statute to be stated in such notice. Business
transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice thereof.
		Section 6.  Quorum, Adjournment of Meeting.  At any
meeting of stockholders, the presence in person or by proxy of the
holders of a majority of the shares of stock of the Corporation
entitled to vote at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the
charter of the Corporation (the Charter) for the vote necessary for
the adoption of any measure.  If, however, a quorum shall not be present
at any meeting of the stockholders, the chairman of the meeting or the
stockholders entitled to vote at such meeting, present in person or by
proxy, shall have the power to adjourn the meeting from time to time to
a date not more than 120 days after the original record date without
notice other than announcement at the meeting.  At such adjourned meeting
at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally notified.  The
stockholders present either in person or by proxy at a meeting which has
been duly called and convened may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
		Section 7.  Nominations and Proposals by Stockholders.
(a)  Annual Meetings of Stockholders.  (1) Nominations of persons for
election to the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any stockholder
of the Corporation who was a stockholder of record both at the time of
giving of notice provided for in this Section 7(a) and at the time of the
annual meeting, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 7(a).
			(2)  For nominations for election to the Board of
Directors or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 7, the stockholder must have given timely notice thereof in
writing to the secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders.  To be
timely, a stockholder's notice must be delivered to the secretary at the
principal executive office of the Corporation by no later than the close
of business on the ninetieth day prior to the first anniversary of the
date of mailing of the notice for the preceding year's annual meeting nor
earlier than the close of business on the 120th day prior to the first
anniversary of the date of mailing of the notice for the preceding year's
annual meeting; provided, however, that in the event that the date of the
mailing of the notice of the annual meeting is advanced by more than
thirty days or delayed by more than sixty days from the anniversary date
of the mailing of the notice of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to the date of mailing
of the notice for the annual meeting and not later than the close of
business on the later of the ninetieth day prior to the annual meeting or
the tenth day following the day on which public announcement of the date
of such meeting is first made by the Corporation.  In no event shall the
public announcement of a postponement of the mailing of the notice for
such annual meeting or adjournment or postponement of an annual meeting to
a later date or time commence a new time period for the giving of a
stockholder's notice as described above.  Such a stockholder's notice
shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (a) the name, age,
business address and residence address of such person, (b) the class and
number of shares of stock of the Corporation that are beneficially owned
by such person, (c) whether such stockholder believes any nominee will be
an interested person of the Corporation (as defined in the Investment
Company Act of 1940, as amended), and if not an interested person,
information regarding each nominee that will be sufficient for the
Corporation to make such determination, and (d) all other information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors in an election contest (even if an
election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange
Act (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the
meeting, a description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder (including any
anticipated benefit to the stockholder therefrom) and of each beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and each beneficial owner, if any, on whose
behalf the nomination or proposal is made, (x) the name and address of
such stockholder, as they appear on the Corporation's stock ledger and
the current name and address, if different, of such beneficial owner,
and (y) the class and number of shares of each class of stock of the
Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.
			(3)  Notwithstanding anything in subsection (a) of
this Section 7 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no
public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at
least 100 days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Section 7(a) shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if the notice is delivered to the
secretary at the principal executive offices of the Corporation not later
than the close of business on the tenth day immediately following the day
on which such public announcement is first made by the Corporation.
		(b)  Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting.  Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors or (iii) provided that
the Board of Directors has determined that directors shall be elected at
such special meeting, by any stockholder of the Corporation who is a
stockholder of record both at the time of giving of notice provided for
in this Section 7(b) and at the time of the special meeting, who is
entitled to vote at the meeting, and who complied with the notice
procedures set forth in this Section 7(b).  In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one
or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election as a
director as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph
(a)(2) of this Section 7 shall be delivered to the secretary at the
principal executive offices of the Corporation not earlier than the
close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior
to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and each
nominee proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of a postponement or adjournment
of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
		(c)  General.  (1)  Upon written request by the secretary
or the Board of Directors or any committee thereof, any stockholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of stockholders shall provide, within three business
days of delivery of such request (or such other period as may be specified
in such request), written verification, satisfactory to the secretary or
the Board or any committee thereof, in his, her or its sole discretion, of
the accuracy of any information submitted by the stockholder pursuant to
this Section 7.  If a stockholder fails to provide such written
verification within such period, the secretary or the Board of Directors
or any committee thereof may treat the information as to which written
verification was requested as not having been provided in accordance with
the procedures set forth in this Section 7.
			(2)  Only such persons who are nominated in
accordance with the procedures set forth in this Section 7 shall be
eligible to serve as directors, and only such business shall be conducted
at a meeting of stockholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Section 7.  The
chairman of the meeting shall have the power and duty to determine whether
a nomination or any other business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 7 and, if any proposed nomination or
business is not in compliance with this Section 7, to declare that such
defective nomination or proposal be disregarded.
			(3)  For purposes of this Section 7, (a) the date
of mailing of the notice shall mean the date of the proxy statement for
the solicitation of proxies for election of directors and (b) public
announcement shall mean disclosure (i) in a press release either
transmitted to the principal securities exchange on which shares of the
Corporations common stock are traded or reported by a recognized news
service or (ii) in a document publicly filed by the Corporation with the
United States Securities and Exchange Commission pursuant to the Exchange
Act.
			(4)  Notwithstanding the foregoing provisions of
Section 7, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 7.  Nothing in this Section 7 shall be deemed to affect any right
of a stockholder to request inclusion of a proposal in, nor the right of
the Corporation to omit a proposal from, the Corporation's proxy statement
pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.
		Section 8.  Voting.  A plurality of all the votes cast at
a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to elect a director.  Each share may be voted for as
many individuals as there are directors to be elected and for whose
election the share is entitled to be voted.  A majority of the votes cast
at a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is
required by express provision in law (including, in particular, but not
limited to, the Investment Company Act of 1940, as from time to time in
effect, or other statutes or rules or orders of the Securities and
Exchange Commission or any successor thereto) or the Charter.  Unless
otherwise provided in the Charter, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote
at a meeting of stockholders.
		Section 9.  Proxies.  A stockholder may cast the votes
entitled to be cast by the shares of stock owned of record by the
stockholder in person or by proxy executed by the stockholder or by the
stockholder's duly authorized agent in any manner permitted by law.  Such
proxy or evidence of authorization of such proxy shall be filed with the
secretary of the Corporation before or at the meeting, for as long as the
polls are open.  No proxy is valid more than eleven months after its date,
unless otherwise provided in the proxy.
		Section 10.  Record Date.  In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may set, in advance, a
record date which shall not be before the close of business on the day the
record date is fixed and shall not be more than ninety days and, in the
case of a meeting of stockholders, not less than ten days before the date
on which the meeting or particular action requiring such determination of
stockholders is to be taken.  In lieu of setting a record date, the Board
of Directors may provide that the stock transfer books shall be closed for
a stated period, but not to exceed, in any case, twenty days.  If the
stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days immediately
before such meeting.  If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders:  (1) The
record date for the determination of stockholders entitled to notice of,
or to vote at, a meeting of stockholders shall be the close of business on
the day on which notice of the meeting of stockholders is mailed or the
thirtieth day before the meeting, whichever is the closer date to the
meeting; and (2) The record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of any rights
shall be at the close of business on the day on which the resolution of
the Board of Directors, declaring the dividend or allotment of rights, is
adopted, provided that the payment or allotment date shall not be more
than sixty days after the date of the adoption of such resolution.  When
a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination
has been made through the closing of the transfer books and the stated
period of closing has expired or (ii) the meeting is adjourned to a date
more than 120 days after the record date fixed for the original meeting,
in either of which case a new record date shall be determined as set
forth herein.
		Section 11.  Inspectors.  The Board of Directors, in
advance of any meeting, may, but need not, appoint one or more individual
inspectors or one or more entities that designate individuals as
inspectors to act at the meeting or any adjournment thereof.  If an
inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors.  In case any
person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in
advance of the meeting or at the meeting by the chairman of the meeting.
Each inspector, if any, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the
best of his or her ability.  The inspectors, if any, shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  Each such report
shall be in writing and signed by him or her or by a majority of them
if there is more than one inspector acting at such meeting.  If there is
more than one inspector, the report of a majority shall be the report of
the inspectors.  The report of the inspector or inspectors on the number
of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.  On request of the chairman of the
meeting or any stockholder, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined
by such inspector or the inspectors and execute a certificate of any fact
found by such inspector or the inspectors.
		Section 12.  Organization, Conduct of Meeting.  Every
meeting of stockholders shall be conducted by an individual appointed by
the Board of Directors to be chairman of the meeting, or in the absence
of such appointment, by the chairman of the board or, in the case of a
vacancy in the office or absence of the chairman of the board, by one of
the following officers present at the meeting:  the vice chairman of the
board, if there be one, the president, the vice presidents in their order
of rank and seniority, and in the absence of such officers, a chairman
chosen by the stockholders by the vote of a majority of the votes cast by
stockholders present in person or by proxy.  The secretary, or, in the
secretarys absence, an assistant secretary, or in the absence of both the
secretary and assistant secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by
the chairman of the meeting shall act as secretary.  In the event that
the secretary presides at a meeting of the stockholders, an assistant
secretary shall record the minutes of the meeting.  The order of business
and all other matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting.  The chairman of the meeting
may prescribe such rules, regulations and procedures and take such action
as, in the discretion of such chairman, 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; (d) limiting the time allotted to
questions or comments by participants; (e) maintaining order and security
at the meeting; (f) directing the removal of any stockholder or other
person who refuses to comply with meeting procedures, rules or guidelines
as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time.  Unless otherwise
determined by the chairman of the meeting, meetings of stockholders shall
not be required to be held in accordance with the rules of parliamentary
procedure.
		Section 13.  Informal Action by Stockholders.  Except to
the extent prohibited by the Investment Company Act of 1940, as from time
to time in effect, or rules or orders of the Securities and Exchange
Commission or any successor thereto, any action required or permitted to
be taken at any meeting of stockholders may be taken without a meeting if
a consent in writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders (but not to
vote thereat) have waived in writing any rights which they may have to
dissent from such action, and such consent and waiver are filed with the
records of the stockholders meetings.
		Section 14.  Voting of Stock by Certain Holders.  Stock
of the Corporation registered in the name of a corporation, partnership,
trust or other entity, if entitled to be voted, may be voted by the
president or a vice president, a general partner or a trustee thereof, as
the case may be, or a proxy appointed by any of the foregoing individuals,
unless some other person who has been appointed to vote such stock
pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which
case such person may vote such stock.  Any fiduciary may vote stock
registered in his, her or its name as such fiduciary, either in person or
by proxy.
		Shares of stock of the Corporation directly or indirectly
owned by it shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be voted at
any given time, unless they are held by it in a fiduciary capacity, in
which case they may be voted and shall be counted in determining the total
number of outstanding shares at any given time.
		The Board of Directors may adopt by resolution a procedure
by which a stockholder may certify in writing to the Corporation that any
shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder.  The resolution
shall set forth the class of stockholders who may make the certification,
the purpose for which the certification may be made, the form of
certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the stock
transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable.  On receipt of
such certification, the person specified in the certification shall be
regarded as, for the purposes set forth in the certification, the
stockholder of record of the specified stock in place of the stockholder
who makes the certification.
ARTICLE III
Board of Directors
		Section 1.  General.  (a)  Number.  The number of
directors constituting the entire Board of Directors may be increased or
decreased from time to time by the vote of the Board of Directors,
provided that the number thereof shall never be less than the minimum
required by the Maryland General Corporation Law (the MGCL) nor more
than twenty.  The tenure of office of a director in office at the time of
any decrease in the number of directors shall not be affected as a result
thereof.  If the Corporation shall have issued shares of preferred stock,
while any such shares remain outstanding, the number of directors shall
not be less than six.
		(b)  Tenure.  Beginning with the first annual meeting of
stockholders held after the initial public offering of the shares of stock
of the Corporation the Board of Directors shall be divided into three
classes.  Within the limits above specified, the number of directors in
each class shall be determined by resolution of the Board of Directors or
by the stockholders at the annual meeting thereof.  Each director in the
first class shall serve until the next annual meeting of stockholders and
until his successor is duly elected and qualifies.  Each director in the
second class shall serve until the second succeeding annual meeting of
stockholders and until his successor is duly elected and qualifies.  Each
director in the third class shall serve until the third succeeding annual
meeting of stockholders and until his successor is duly elected and
qualifies.  Upon expiration of the term of office of each class as set
forth above, the number of directors in such class, as determined by the
Board of Directors, shall be elected for a term of three years to succeed
the directors whose terms of office expire.  The directors shall be
elected at the annual meeting of stockholders, except as provided in
Section 2 of this Article, and each director elected shall serve until his
or her successor is duly elected and qualifies.
		(c)  Resignation.  Any director may resign at any time by
giving written notice of the resignation to the Board of Directors, the
chairman of the board, the president or secretary. Any resignation shall
take place immediately upon its receipt or at such later time as may be
specified in the notice of resignation.
		Section 2.  Vacancies and Newly-Created Directorships.  If
for any reason any or all of the directors cease to be directors, such
circumstance shall not terminate the Corporation or affect these Bylaws or
the powers of any remaining directors hereunder.  Pursuant to the
Corporations election in Article SIXTH, paragraph (3) of the charter,
except as may be provided by the Board of Directors in setting the terms
of any class or series or preferred stock, any vacancy on the Board of
Directors may be filled only by a majority of the remaining directors,
even if the directors do not constitute a quorum.  Any director elected to
fill a vacancy shall serve for the remainder of the full term of the class
in which the vacancy occurred and until a successor is elected and
qualifies.
		Section 3.  Powers.  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 the authority
of the Board of Directors except as conferred on or reserved to the
stockholders by law, by the Charter or these Bylaws.
		Section 4.  Annual Meeting.  The annual meeting of the
Board of Directors shall be held immediately following the adjournment of
the annual meeting of stockholders and at the place thereof.  No notice of
such meeting (other than this Bylaw) to the directors shall be necessary
in order legally to constitute the meeting, provided a quorum shall be
present.  In the event such meeting is not so held, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.
		Section 5.  Other Meetings.  The Board of Directors of the
Corporation or any committee thereof may hold meetings, both regular and
special.  Special meetings of the Board of Directors may be called by the
chairman, the president or two or more directors.  The Board of Directors
may provide, by resolution, the time and place for the holding of regular
meetings of the Board of Directors without other notice than such
resolution.  Notice of any special meeting of the Board of Directors shall
be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her
business or residence address.  Notice by personal delivery, by telephone,
electronic mail, facsimile transmission shall be given at least 24 hours
prior to the meeting. Notice by United States mail shall be given at least
three days prior to the meeting.  Notice by courier shall be given at least
two days before the meeting. Telephone notice shall be deemed to be given
when the director or his or her agent is personally given such notice in a
telephone call to which the director or the directors agent is a party.
Electronic mail notice shall be deemed to be given upon transmission of the
message to the electronic mail address given to the Corporation by the
director. Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back
indicating receipt.  Notice by United States mail shall be deemed to be
given when deposited in the United States mail properly addressed, with
postage thereon prepaid.  Notice by courier shall be deemed to be given
when deposited with or delivered to a courier properly addressed.  Neither
the business to be transacted at, nor the purpose of, any annual, regular
or special meeting of the Board of Directors need be stated in the notice,
unless specifically required by statute or these Bylaws.
		Section 6.  Emergency Meetings.  Emergency meetings of the
Board of Directors may be called at any time by the chairman of the board
after notice delivered personally or by telephone, electronic mail or
facsimile transmission to each director at his or her business or
residence address.  Notice of any emergency meeting shall be given at
least four hours prior to the meeting and shall be deemed to be given as
provided in Section 5 hereof.
		Section 7.  Quorum and Voting.  During such times when the
Board of Directors shall consist of more than one director, a quorum for
the transaction of business at meetings of the Board of Directors shall
consist of a majority of the entire Board of Directors, but in no event
shall a quorum consist of less than two directors.  If, however, pursuant
to the Charter or these Bylaws, the vote of a majority of a particular
group of directors is required for action, a quorum must also include a
majority of that group.  The action of a majority of the directors present
at a meeting at which a quorum is present shall be the action of the Board
of Directors, unless the concurrence of a greater proportion is required
for such action by statute.  If a quorum shall not be present at any
meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.  The
directors present at a meeting which has been duly called and convened may
continue to transact business until adjournment, not withstanding the
withdrawal of enough directors to leave less than a quorum.
		Section 8.  Committees.  The Board of Directors may appoint
from among its members an executive committee and other committees of the
Board of Directors, each committee to be composed of one or more directors
of the Corporation and one or more alternate members as the Board of
Directors shall designate.  The Board of Directors may, to the extent
provided in the resolution, delegate to such committees, in the intervals
between meetings of the Board of Directors, any or all of the powers of
the Board of Directors in the management of the business and affairs of
the Corporation, except the power to authorize dividends, to issue stock,
to recommend to stockholders any action requiring stockholders approval,
to amend the Bylaws or to approve any merger or share exchange which does
not require stockholders approval and except as otherwise prohibited by
law.  The Board of Directors may designate a chairman of any committee,
and such chairman or any two members of any committee (if there are at
least two members of the Committee) may set the time and place of its
meeting unless the Board shall otherwise provide.  However, a meeting of
any committee of the Board of Directors may not be called without the
consent of the chairman of the committee.  Such committee or committees
shall have the name or names as may be determined from time to time by
resolution adopted by the Board of Directors.  Notice of Committee meetings
shall be given in the same manner as notice for special meetings of the
Board of Directors.  Unless the Board of Directors designates one or more
directors as alternate members of any committee, who may replace an absent
or disqualified member at any meeting of the committee, the members of
any such committee present at any meeting and not disqualified from voting
may, whether or not they constitute a quorum, appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member of such committee.  At meetings of any such committee,
if such committee is composed of more than one member, a majority of the
members or alternate members of such committee shall constitute a quorum
for the transaction of business and the act of a majority of the members or
alternate members present at any meeting at which a quorum is present shall
be the act of the committee.  Subject to the provisions hereof, the Board
of Directors shall have the power at any time to change the membership of
any committee, to fill vacancies, to designate alternate members to
replace any absent or disqualified member or to dissolve any such
committee.
		Section 9.  Minutes of Meetings.  The Board of Directors
and any committee thereof shall keep regular minutes of its proceedings.
		Section 10.  Action Without a Meeting.  Any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent
thereto is signed by each member of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee, provided,
however, that such written consent shall not constitute approval of any
matter which pursuant to the Investment Company Act of 1940 and the rules
thereunder requires the approval of directors by vote cast in person at a
meeting.
		Section 11.  Meetings by Conference Telephone.  The members
of the Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or committee by means of a conference
telephone or similar communications equipment if all persons participating
in the meeting can hear each other at the same time and such participation
shall constitute presence in person at such meeting, provided, however,
that such participation shall not constitute presence in person to the
extent deemed not to constitute presence in person for the purposes of
those provisions of the Investment Company Act of 1940 and the rules
thereunder requiring the approval of directors by vote cast in person at
a meeting.
		Section 12.  Fees and Expenses.  The directors may be paid
their expenses of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors, a stated salary as director or such other compensation as the
Board of Directors may approve.  No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be
allowed like reimbursement and compensation for attending committee
meetings.
		Section 13.  Loss of Deposits.  No director shall be
liable for any loss which may occur by reason of the failure of any bank,
trust company, savings and loan association, or other institution with
whom moneys or stock have been deposited.
		Section 14.  Surety Bonds.  Unless required by law, no
director shall be obligated to give any bond or surety or other security
for the performance of any of his or her duties.
		Section 15.  Reliance.  Each director, officer, employee
and agent of the Corporation shall, in the performance of his or her
duties with respect to the Corporation, be fully justified and protected
with regard to any act or failure to act in reliance in good faith upon
the books of account or other records of the Corporation, upon an opinion
of counsel or upon reports made to the Corporation by any of its officers
or employees or by the adviser, accountants, appraisers or other experts
or consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.
		Section 16.  Certain Rights of Directors, Officers,
Employees and Agents.  The directors shall have no responsibility to
devote their full time to the affairs of the Corporation.  Any director
or officer, employee or agent of the Corporation, in his or her personal
capacity or in a capacity as an affiliate, employee, or agent of any
other person, or otherwise, may have business interests and engage in
business activities similar to or in addition to or in competition with
those of or relating to the Corporation.
ARTICLE IV
Waiver of Notice
		Whenever any notice is required to be given pursuant to
applicable law, the Charter or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed the equivalent of
notice and such waiver shall be filed with the records of the meeting.
Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required
by law.  Attendance of a person at any meeting shall constitute a waiver
of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE V
Chairman of the Board of Directors and Officers
		Section 1.  General.  The officers of the Corporation
shall be elected by the Board of Directors at its first meeting after each
annual meeting of stockholders and shall be a president, a secretary and a
treasurer.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient.  The
Board of Directors may also elect such vice presidents and additional
officers or assistant officers with such powers and duties as it may deem
necessary or advisable.  The chairman of the board may appoint one or more
vice presidents, assistant secretaries and assistant treasurers.  Any
number of offices, except the offices of president and vice president, may
be held concurrently by the same person.  No officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law to be executed, acknowledged or verified by
two or more officers.
		Section 2.  Other Officers and Agents.  The Board of
Directors may elect such other officers and agents as it desires who shall
hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board
of Directors.
		Section 3.  Tenure, Removal, Resignation and Vacancies of
Officers.  The officers of the Corporation shall hold office at the
pleasure of the Board of Directors.  Election of an officer or agent does
not in itself create contract rights between the Corporation and such
officer or agent.  Each elected officer shall hold his or her office until
such officers successor is elected and qualifies or until such officers
successor earlier resignation or removal, in the manner hereinafter
provided, or death.  Any officer may resign at any time upon written
notice to the Board of Directors, the chairman of the board, the president
or the secretary.  Any resignation shall take effect immediately upon its
receipt or at such later time as may be specified in the notice of
resignation.  The acceptance of a resignation shall not be necessary to
make it effective unless otherwise stated in the resignation.  Such
resignation shall be without prejudice to the rights, if any, of the
Corporation.  Any officer elected by the Board of Directors or appointed
by the chairman of the Board of Directors may be removed at any time by
the Board of Directors when, in its judgment, the best interests of the
Corporation will be served thereby.  Any vacancy occurring in any office
of the Corporation by death, resignation, removal or otherwise may be
filled by the Board of Directors.
	Section 4.  Chairman of the Board of Directors.  The chairman of
the Board of Directors shall be chosen by the Board of Directors at its
first meeting after each annual meeting of stockholders and shall preside
at all meetings of the stockholders and of the Board of the Directors.
The chairman shall have such other duties and powers as may be determined
by the Board of Directors from time to time.  The chairman shall not be
an officer of the Corporation except as otherwise determined by resolution
of the Board of Directors or amendment of these Bylaws.
	Section 5.  President and Chief Executive Officer.  The president
shall, in the absence of the chairman of the Board of Directors, preside
at all meetings of the stockholders or of the Board of Directors.  The
president or such officer as has been determined by the Directors shall
be the chief executive officer.  The president and/or chief executive
officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and
for the management of the business and affairs of the Corporation.  He
shall execute on behalf of the Corporation, and may affix the seal or
cause the seal to be affixed to, all instruments requiring such execution
except to the extent that signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.
		Section 6.  Vice Presidents.  The vice presidents shall
act under the direction of the chairman and the president and in the
absence or disability of the chairman and the president shall perform the
duties and exercise the powers of both such offices.  They shall perform
such other duties and have such other powers as the chairman, the president
or the Board of Directors may from time to time assign.  The Board of
Directors may designate one or more executive vice presidents or may
otherwise specify the order of seniority of the vice presidents and, in
that event, the duties and powers of the chairman and the president shall
descend to the vice presidents in the specified order of seniority.
		Section 7.  Secretary.  The secretary shall act under the
direction of the chairman and the president.  Subject to the direction of
the chairman or the president and except as provided in Section 8 of this
Article V, he or she shall (a) attend all meetings of the Board of
Directors and all meetings of stockholders and record the proceedings in
one or more books to be kept for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the seal
of the Corporation; and (d) in general perform such other duties as from
time to time may be assigned to him or her by the chairman of the Board of
Directors, the president or the Board of Directors.
		Section 8.  Assistant Secretaries.  The assistant
secretaries in the order of their seniority, unless otherwise determined
by the chairman, the president or the Board of Directors, shall, in the
absence or disability of the secretary, perform the duties and exercise
the powers of the secretary.  If an assistant secretary is unavailable to
perform the duties and exercise the powers of the secretary at a meeting
of the Board of Directors, the chairman of the Board of Directors or the
president may appoint another person to keep the minutes of the meeting.
The assistant secretaries shall perform such other duties and have such
other powers as the chairman, the president or the Board of Directors may
from time to time assign.
		Section 9.  Treasurer.  The treasurer shall act under the
direction of the chairman and the president.  Subject to the direction of
the chairman or the president he or she shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors.  He or she shall disburse the funds of the Corporation
as may be ordered by the chairman, the president or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
chairman, the president and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all
his or her transactions as treasurer and of the financial condition of the
Corporation.
		Section 10.  Assistant Treasurers.  The assistant
treasurers in the order of their seniority, unless otherwise determined by
the chairman, the president or the Board of Directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer.  They shall perform such other duties and have
such other powers as the chairman, the president or the Board of Directors
may from time to time assign.
		Section 11.  Salaries.  The salaries and other compensation
of the officers, if any, shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary or
other compensation by reason of the fact that he or she is also a director.
ARTICLE VI
Stock
		Section 1.  Certificates.  In the event that the
Corporation issues shares of stock represented by certificates, such
certificates shall be signed by the officers of the Corporation in the
manner permitted by the MGCL and shall contain the statements and
information required by the MGCL.  In the event that the Corporation
issues shares of stock without certificates, the Corporation shall provide
the holders of such shares with a written statement of the information
required by the MGCL to be included on stock certificates.
		Section 2.  Fractional Share Interests.  The Corporation
may issue fractions of a share of stock to the same extent as its whole
shares.  Fractional shares of stock shall have proportionately to the
respective fractions represented thereby all the rights of whole shares,
including without limitation the right to vote, the right to receive
dividends and distributions, and the right to participate upon liquidation
of the Corporation, excluding, however, the right to receive a stock
certificate representing such fractional shares. Notwithstanding any other
provision of the Charter or these Bylaws, the Board of Directors may issue
units consisting of different securities of the Corporation.  Any security
issued in a unit shall have the same characteristics as any identical
securities issued by the Corporation, except that the Board of Directors
may provide that for a specified period securities of the Corporation
issued in such unit may be transferred on the books of the Corporation
only in such unit.
		Section 3.  Lost, Stolen or Destroyed Certificates.  Any
officer designated by the Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
previously issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of any affidavit of that fact by the person
claiming the certificate or certificates to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, an
officer designated by the Board of Directors may, in his or her discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or the owners
legal representative, to advertise the same in such manner as he or she
shall require and/or to give the Corporation a bond with sufficient
security, to the Corporation to indemnify it against any loss or claim
which may arise as a result of the issuance of the new security.
		Section 4.  Transfer of Shares.  Upon surrender to the
Corporation or a transfer agent of the Corporation of a certificate for
shares of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall
record the transaction upon its books, issue a new certificate to the
person entitled thereto upon request for such certificate, and cancel
the old certificate, if any.  Notwithstanding the foregoing, transfers of
shares of any class of stock will be subject in all respects to the Charter
and all of the terms and conditions contained therein.
		Section 5.  Registered Owners.  The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder
in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or on the part of
any other person, whether or not it shall have the express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland.
The Corporation shall maintain at its principal office or at the office of
its transfer agent, an original or duplicate stock ledger containing the
name and address of each stockholder and the number of shares of each class
held by such stockholder.
ARTICLE VII
Net Asset Value
		The net asset value of a share of Common Stock of the
Corporation as at the time of a particular determination shall be the
quotient obtained by dividing the value at such time of the net assets of
the Corporation (i.e., the value of the assets belonging to the Corporation
less its liabilities exclusive of capital and surplus) by the total number
of shares of Common Stock outstanding at such time, all determined and
computed as follows:
			(1)  The assets of the Corporation shall be deemed
to include (a) all cash on hand, on deposit, or on call, (b) all bills and
notes and accounts receivable, (c) all securities owned or contracted for
by the Corporation, other than shares of its own Common Stock, (d) all
interest accrued on any interest bearing securities owned by the
Corporation and (e) all other property of every kind and nature including
prepaid expenses.  Portfolio securities for which market quotations are
readily available shall be valued at market value.  All other investment
assets of the Corporation, including restricted securities, shall be valued
in such manner as the Board of Directors of the Corporation in good faith
shall deem appropriate to reflect such securities' fair value.
			(2)  The liabilities of the Corporation shall
include (a) all bills and notes and accounts payable, (b) all
administrative expenses payable and/or accrued (including management and
advisory fees payable and/or accrued, including in the case of any
contingent feature thereof, an estimate based on the facts existing at
the time), (c) all contractual obligations for the payment of money or
property, including any amounts owing under contracts for the purchase of
securities and the amount of any unpaid dividend declared upon the
Corporations Common Stock, (d) all  reserves, if any, authorized or
approved by the Board of Directors for taxes, including reserves for
taxes at current rates based on any unrealized appreciation in the value
of the assets of the Corporation and (e) all other liabilities of the
Corporation of whatsoever kind and nature except liabilities represented
by outstanding capital stock and surplus of the Corporation.
			(3)  For the purposes thereof
				(A)  Changes in the holdings of the
Corporations portfolio securities shall be accounted for on a trade
date basis.
				(B)  Expenses, including management and
advisory fees, shall be included to date of calculation.
In addition to the foregoing, the Board of Directors is empowered, subject
to applicable legal requirements, in its absolute discretion, to establish
other methods for determining the net asset value of each share of Common
Stock of the Corporation.
ARTICLE VIII
Miscellaneous
		Section 1.  Reserves.  There may be set aside out of any
assets of the Corporation available for dividends or other distributions
such sum or sums as the Board of Directors from time to time, in its
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for such other purpose as the Board of Directors shall
determine to be in the best interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve.
		Section 2.  Dividends and Other Distributions.  Dividends
and other distributions upon the stock by the Corporation may, subject to
the provisions of the Charter and of the provisions of applicable law, be
authorized by the Board of Directors at any time.  Dividends and other
distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of the Charter and of applicable law.
		Section 3.  Capital Gains Distributions.  The amount and
number of capital gains distributions paid to the stockholders during each
fiscal year shall be determined by the Board of Directors.  Each such
payment shall be accompanied by a statement as to the source of such
payment, to the extent required by law.
		Section 4.  Checks and Drafts.  All checks, drafts or
demands for the payment of money, notes or other evidence of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers or such other agent or agents as the Board of Directors may from
time to time designate.
		Section 5.  Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.
		Section 6.  Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words Corporate Seal, Maryland.  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in another manner
reproduced.  Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a seal to place the word (SEAL)
adjacent to the signature of the person authorized to execute the document
on behalf of the Corporation.
		Section 7.  Insurance Against Certain Liabilities.  The
Corporation shall not bear the cost of insurance that protects or purports
to protect directors and officers of the Corporation against any
liabilities to the Corporation or its security holders to which any such
director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
		Section 8.  Contracts.  The Board of Directors may
authorize any officer or agent to enter into any contract or to execute
and deliver any instrument in the name of and on behalf of the Corporation
and such authority may be general or confined to specific instances.  Any
agreement, deed, mortgage, lease or other document shall be valid and
binding upon the Corporation when authorized or ratified by action of the
Board of Directors and executed by an authorized person.
		Section 9.  Deposits.  All funds and assets of the
Corporation not otherwise employed shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may designate.
ARTICLE IX
Indemnification
		Section 1.  Indemnification of Directors and Officers and
Other Persons.  The Corporation shall indemnify its directors to the
fullest extent that indemnification of directors is permitted by the MGCL.
The Corporation shall indemnify its current and former officers to the
same extent as its directors and to such further extent as is consistent
with law.  The Corporation shall indemnify its current and former directors
and officers and those persons who, at the request of the Corporation,
serve or have served as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against all expenses,
liabilities and losses (including attorneys fees, judgments, fines and
amounts paid in settlement) reasonably incurred or suffered by them in
connection with being such a director, officer or other person serving as
described above.  The indemnification and other rights provided by this
Article shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.  This Article shall not protect any
such person against any liability to the Corporation or to its security
holders 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).
		Section 2.  Advances.  Any current or former director or
officer of the Corporation shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by such
current or former director or officer in connection with the matter as
to which he or she may be entitled to indemnification in the manner and,
subject to the conditions described below, to the fullest extent
permissible under the MGCL.  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 by the person seeking
indemnification or on behalf of such person to repay any such advance if
it should ultimately be determined that the standard of conduct has not
been met.  In addition, at least one of the following additional
conditions shall be met:  (a) the person seeking indemnification shall
provide a security in form and amount acceptable to the Corporation for
his undertaking; (b) the Corporation is insured against losses arising
by reason of the advance; or (c) a majority of a quorum of directors of
the Corporation who are neither interested persons as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to
the proceeding (disinterested non-party directors), or independent legal
counsel, in a written opinion, shall have determined, based on a review of
facts readily available to the Corporation at the time the advance is
proposed to be made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.
		Section 3.  Procedure.  At the request of any person
claiming indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with the MGCL,
whether the standards required by this Article have been met.
Indemnification shall be made only following:  (a) a final decision on the
merits by a court or other body before whom the proceeding was brought
that the person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
		Section 4.  Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the Corporation
may be indemnified, and reasonable expenses may be advanced to such
employees or agents, as may be provided by action of the Board of Directors
or by contract, subject to any limitations imposed by the Investment
Company Act of 1940.
		Section 5.  Other Rights.  The Board of Directors may make
further provision consistent with law for indemnification and advance of
expenses to directors, officers, employees and agents by resolution,
agreement or otherwise.  The indemnification provided by this Article
shall not be deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking indemnification may
be entitled under any insurance or other agreement or resolution of
stockholders or disinterested directors or otherwise.  The rights provided
to any person by this Article shall be enforceable against the Corporation
by such person, who shall be presumed to have relied upon it in serving or
continuing to serve as a director, officer, employee, or agent as provided
above.
		Section 6.  Amendments.  References in this Article are to
the MGCL and to the Investment Company Act of 1940 as from time to time
amended.  No amendment of these Bylaws shall affect any right of any
person under this Article based on any event, omission or proceeding prior
to the amendment.
ARTICLE X
Amendments
		The Board of Directors shall have the exclusive power to
make, alter and repeal these Bylaws.
00250.0209 #444505v3 496424v.2
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