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<SEC-DOCUMENT>0001162027-06-000002.txt : 20060629
<SEC-HEADER>0001162027-06-000002.hdr.sgml : 20060629
<ACCEPTANCE-DATETIME>20060628173134
ACCESSION NUMBER:		0001162027-06-000002
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060430
FILED AS OF DATE:		20060629
DATE AS OF CHANGE:		20060628
EFFECTIVENESS DATE:		20060629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLIANCE NATIONAL MUNICIPAL INCOME FUND
		CENTRAL INDEX KEY:			0001162027
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-10573
		FILM NUMBER:		06931016

	BUSINESS ADDRESS:	
		STREET 1:		ALLIANCE CAPITAL MANAGEMENT LP
		STREET 2:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
		BUSINESS PHONE:		2129692124

	MAIL ADDRESS:	
		STREET 1:		ALLIANCE CAPITAL MANAGEMENT LP
		STREET 2:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
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008 B000001 A
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008 D010001 NEW YORK
008 D020001 NY
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012 A000001 COMPUTERSHARE TRUST COMPANY N.A.
012 B000001 85-11340
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
013 A000001 ERNST & YOUNG, LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10036
014 A000001 SANFORD C. BERNSTEIN CO., LLC
014 B000001 8-52942
014 A000002 SANFORD C. BERNSTEIN LIMITED
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022 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
022 B000001 13-5674085
022 C000001     72201
022 D000001     36238
022 A000002 GOLDMAN SACHS & CO.
022 B000002 13-3175029
022 C000002     10500
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022 A000003 CITIGROUP GLOBAL MARKETS INC.
022 C000003      5700
022 D000003     13989
022 A000004 UBS FINANCIAL SERVICES, INC.
022 B000004 13-2638166
022 C000004      3967
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022 C000007      1000
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022 A000008 MCDONALD  INVESTMENTS, INC.
022 B000008 34-1391952
022 C000008         0
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022 A000009 FIRST SOUTHWEST COMPANY
022 B000009 75-0708002
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SIGNATURE   MARK D GERSTEN
TITLE       TREASURER & CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legalclosedend.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
(Closed End Funds Only)

April-06

Item 77E
Legal Proceedings

As has been previously reported, the staff of the U.S. Securities
and Exchange Commission (SEC) and the Office of the New York
Attorney General (NYAG) have been investigating practices in the
mutual fund industry identified as market timing and late trading
of mutual fund shares. Certain other regulatory authorities have
also been conducting investigations into these practices within
the industry and have requested that the Adviser provide
information to them. The Adviser has been cooperating and will
continue to cooperate with all of these authorities. The shares
of the Fund are not redeemable by the Fund, but are traded on an
exchange at prices established by the market. Accordingly, the
Fund and its shareholders are not subject to the market timing
and late trading practices that are the subject of the
investigations mentioned above or the lawsuits described below.
Please see below for a description of the agreements reached by
the Adviser and the SEC and NYAG in connection with the
investigations mentioned above.

Numerous lawsuits have been filed against the Adviser and
certain other defendants in which plaintiffs make claims
purportedly based on or related to the same practices that
are the subject of the SEC and NYAG investigations referred to
above. Some of these lawsuits name the Fund as a party. The
lawsuits are now pending in the United States District Court
for the District of Maryland pursuant to a ruling by the Judicial
Panel on Multidistrict Litigation transferring and centralizing
all of the mutual funds involving market and late trading in
the District of Maryland (the Mutual Fund MDL). Management of
the Adviser believes that these private lawsuits are not likely
to have a material adverse effect on the results of operations
or financial condition of the Fund.

On December 18, 2003, the Adviser confirmed that it had reached
terms with the SEC and the NYAG for the resolution of regulatory
claims relating to the practice of market timing mutual fund
shares in some of the AllianceBernstein Mutual Funds. The
agreement with the SEC is reflected in an Order of the Commission
(SEC Order). The agreement with the NYAG is memorialized in
an Assurance of Discontinuation dated September 1, 2004
(NYAG Order). Among the key provisions of these agreements are
the following:

(i) The Adviser agreed to establish a $250 million fund (the
Reimbursement Fund) to compensate mutual fund shareholders for
the adverse effects of market timing attributable to market timing
relationships described in the SEC Order. According to the SEC
Order, the Reimbursement Fund is to be paid, in order of priority,
to fund investors based on (i) their aliquot share of losses
suffered by the fund due to market timing, and (ii) a proportionate
share of advisory fees paid by such fund during the period of such
market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives
from some of the AllianceBernstein long-term, open-end retail
funds, commencing January 1, 2004, for a period of at least five
years; and

(iii) The Adviser agreed to implement changes to its governance
and compliance procedures. Additionally, the SEC Order
contemplates that the Advisers registered investment company
clients, including the Fund, will introduce governance and
compliance changes.



The shares of the Fund are not redeemable by the Fund, but are
traded on an exchange at prices established by the market.
Accordingly, the Fund and its shareholders are not subject to
the market timing practices described in the SEC Order and are
not expected to participate in the Reimbursement Fund. Since the
Fund is a closed-end fund, it will not have its advisory fee
reduced pursuant to the terms of the agreements mentioned above.

On February 10, 2004, the Adviser received (i) a subpoena duces
tecum from the Office of the Attorney General of the State of West
Virginia and (ii) a request for information from West Virginias
Office of the State Auditor, Securities Commission (the West
Virginia Securities Commissioner) (together, the Information
Requests). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market
timing or late trading in the Advisers sponsored mutual funds.
The Adviser responded to the Information Requests and has been
cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of
the State of West Virginia v. AIM Advisors, Inc., et al. (WVAG
Complaint) was filed against the Adviser, Alliance Capital
Management Holding L.P. (Alliance Holding), and various other
defendants not affiliated with the Adviser. The WVAG Complaint
was filed in the Circuit Court of Marshall County, West Virginia
by the Attorney General of the State of West Virginia. The WVAG
Complaint makes factual Allegations generally similar to those in
certain of the complaints related to the Lawsuits discussed above.
On October 19, 2005, the WVAG Complaint was transferred
to the Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the
West Virginia Securities Commissioner signed a Summary Order to
Cease and Desist, and Notice of Right to Hearing addressed to the
Adviser and Alliance Holding. The Summary Order claims that the
Adviser and Alliance Holding violated the West Virginia Uniform
Securities Act, and makes factual allegations generally similar
to those in the SEC Order and the NYAG Order.  On January 26, 2006,
the Adviser, Alliance Holding, and various unaffiliated defendants
filed a Petition for Writ of Prohibition and Order Suspending
Proceedings in West Virginia state court seeking to vacate the
Summary Order and for other relief. On April 12, 2006, respondents
petition was denied. On May 4, 2006, respondents appealed the
courts determination.

On June 22, 2004, a purported class action complaint entitled
Aucoin, et al. v. Alliance Capital Management L.P., et al.
(Aucoin Complaint) was filed against the Adviser, Alliance
Capital Management Holding L.P., Alliance Capital Management
Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors
of the AllianceBernstein Mutual Funds, and unnamed Doe defendants.
The Aucoin Complaint names certain of the AllianceBernstein mutual
funds as nominal defendants. The Fund was not named as a defendant
in the Aucoin Complaint. The Aucoin Complaint was filed in the
United States District Court for the Southern District of New York
by alleged shareholders of an AllianceBernstein mutual fund. The
Aucoin Complaint alleges, among other things, (i) that certain
of the defendants improperly authorized the payment of excessive
commissions and other fees from fund assets to broker-dealers in
exchange for preferential marketing services, (ii) that certain
of the defendants misrepresented and omitted from registration
statements and other reports material facts concerning such
payments, and (iii) that certain defendants caused such conduct
as control persons of other defendants. The Aucoin Complaint
asserts claims for violation of Sections 34(b), 36(b) and 48(a)
of the Investment Company Act, Sections 206 and 215 of the
Advisers Act, breach of common law fiduciary duties, and
aiding and abetting breaches of common law fiduciary duties.
Plaintiffs seek an unspecified amount of compensatory damages
and punitive damages, rescission of their contracts with the
Adviser, including recovery of all fees paid to the Adviser
pursuant to such contracts, an accounting of all fund-related
fees, commissions and soft dollar payments, and restitution of
all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin
Complaint were filed against the Adviser and certain other
defendants. All nine of the lawsuits (i) were brought as class
actions filed in the United States District Court for the
Southern District of New York, (ii) assert claims
substantially identical to the Aucoin Complaint, and
(iii) are brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended
class action complaint (Aucoin Consolidated Amended Complaint)
that asserts claims substantially similar to the Aucoin
Complaint and the nine additional lawsuits referenced above.
On October 19, 2005, the District Court dismissed each of
the claims set forth in the Aucoin Consolidated Amended
Complaint, except for plaintiffs claim under Section 36(b)
of the Investment Company Act. On January 11, 2006, the
District Court granted defendants motion for reconsideration
and dismissed the remaining Section 36(b) claim. On May 31,
2006 the District Court denied plaintiffs motion for leave
to file an amended complaint.

The Adviser believes that these matters are not likely to
have a material adverse effect on the Fund or the Advisers
ability to perform advisory services relating to
the Fund.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<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, State of
Maryland, or at such other place as the Board of Directors may
designate in the State of Maryland.
	Section 2.  Other Offices.  The Corporation may have offices
also at such other 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.  Subject to Section 4(b)(4)
of this Article II, meetings of stockholders shall be held such
place as shall be fixed from time to time by the Board of Directors.
	Section 2.  Annual Meetings.  An annual meeting of
stockholders for the election of directors and the transaction
of any other business within the powers of the Corporation shall
be held on a date and at the time set by the Board of Directors
between March 15 to April 15 in each year.
	Section 3.  Notice of Stockholders Meeting.  Not less than
ten 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 written or printed 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
the stockholders 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 stockholders
address as it appears on the records of the Corporation, with
postage thereon prepaid.
	Subject to Section 12 of this Article II, any business
of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the
notice, except such business as is required by any statute
to be stated in such notice. No business shall be transacted
at a special meeting of stockholders except as specifically
designated in the notice thereof.
	Section 4.  Special Meetings.  (a)  Special meetings of
stockholders may be called by the chairman of the Board of
Directors, the president, the chief executive officer or by the
Board of Directors and, subject to subsection (b) of this
Section 4 and in accordance with Articles Supplementary
accepted for record by the State Department of Assessments
and Taxation of Maryland (the "SDAT"), a special meeting of
stockholders shall also be called by the secretary upon the
written request of stockholders entitled to cast not less than
a majority of all the votes entitled to be cast at such 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 (the "Record Date Request Notice") by registered
mail, return receipt requested, request the Board of Directors
to fix 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
meeting and the matters proposed to be acted on at it, shall
be signed by one or more stockholders of record as of the date
of signature (or their agents duly authorized in a writing
accompanying the Record Date Request Notice), shall bear the
date of signature of each such stockholder (or such 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").  Upon receiving the Record Date Request Notice, the Board
of Directors may fix a Request Record Date.  The Request Record
Date shall not precede and shall not be more than ten days after
the close of business on the date on which the resolution fixing
the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within ten days after the date on
which a valid Record Date Request Notice is received, fails to
adopt a resolution fixing the Request Record Date, the Request
Record Date shall be the close of business on the tenth day
after the first date on which the Record Date Request Notice
is 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 agents duly
authorized in a writing accompanying the request) 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 (a) shall set forth the purpose of the meeting
and the matters proposed to be acted on at it (which shall be
limited to those lawful matters set forth in the Record Date
Request Notice received by the secretary), (b) shall bear
the date of signature of each such stockholder (or such
agent) signing the Special Meeting Request, (c) shall set
forth the name and address, as they appear in the Corporations
books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed) and the class,
series and number of all shares of stock of the Corporation
which are owned by each such stockholder, and the nominee holder
for, and number of, shares owned by such stockholder
beneficially but not of record, (d) shall be sent to the secretary
by registered mail, return receipt requested, and (e) shall be
received by the secretary within 60 days after the Request
Record Date.  Any requesting stockholder (or agent duly
authorized in a writing accompanying the revocation or the
Special Meeting Request) 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 meeting (including the Corporations 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
4(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
	(4)  Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be
designated by the chairman of the Board of Directors, the
president, the chief executive officer and Board of Directors,
whoever has called the meeting.  In the case of any special
meeting called by the secretary upon the request of stockholders
(a "Stockholder Requested Meeting"), such 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 90 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 90th day after the
Meeting Record Date or, if such 90th 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 office of the Corporation.
In fixing a date for any special meeting, the chairman of the
Board of Directors, president, the chief executive officer or
the 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 the meeting and any plan of the
Board of Directors to call an annual meeting or a special
meeting. In the case of any Stockholder Requested Meeting,
if the Board of Directors fails to fix a Meeting Record
Date that is a date within 30 days after the Delivery Date,
then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date.  The Board of Directors
may revoke the notice for any Stockholder Requested Meeting
in the event that the requesting stockholders fail to comply
with the provisions of paragraph (3) of this Section 4(b).
	(5)  If written revocations of requests for the
special meeting have been delivered to the secretary and
the result is that stockholders of record (or their agents
duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special
meeting to the secretary, the secretary shall: (i) if the
notice of meeting has not already been mailed, refrain
from mailing the notice of the meeting and send to all
requesting stockholders who have not revoked such requests
written notice of any revocation of a request for the
special meeting, or (ii) if the notice of meeting has been
mailed and if the secretary first sends to all requesting
stockholders who have not revoked requests for a special
meeting written notice of any revocation of a request for
the special meeting and written notice of the secretarys
intention to revoke the notice of the meeting, revoke the
notice of the meeting at any time before ten days before
the commencement 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 Board of Directors, the chairman of the
Board of Directors, the president or the chief executive
officer may appoint 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 delivered to the
secretary until the earlier of (i) five Business Days
after 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 the Special Meeting
Percentage.  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 other
day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to
close.
	Section 5.  Quorum.  At any meeting of stockholders,
the presence in person or by proxy of stockholders entitled
to cast a majority of the votes entitled to be cast (without
regard to class) shall constitute a quorum, except with
respect to any matter which, under applicable statutes or
regulatory requirements or the charter (the "Charter") of the
Corporation, requires approval by a separate vote of one or
more classes of stock, in which case the presence in person or
by proxy of the holders of shares entitled to cast a majority
of the votes entitled to be cast by each such class on such a
matter shall constitute a quorum.
	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.
	This Section 5 shall not affect any requirement under
any statute or the Charter for the vote necessary for the
adoption of any measure.
	Section 6.  Voting.  Each director shall be elected by
the affirmative vote of the holders of a majority of the votes
entitled to be cast thereon.  Subject to the rights of the
holders of preferred stock, 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 statute or by
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 7.  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 stockholders 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.  No proxy shall
be valid more than eleven months after its date unless
otherwise provided in the proxy.
	Section 8.  Organization and Conduct.  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 of Directors or, in the case of a vacancy in the office
or absence of the chairman of the Board of Directors, by one
of the following officers present at the meeting: the vice
chairman of the Board of Directors, if there be one, the
president, the vice presidents in their order of rank and
seniority, the secretary, the treasurer or, 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,
an individual appointed by the Board of Directors or, in
the absence of such appointment, an individual 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, or in the
absence of assistant secretaries, an individual appointed
by the Board of Directors or the chairman of the meeting,
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
and other such individuals 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 and other such individuals as the chairman of the
meeting may determine; (d) limiting the time allotted to
questions or comments by participants; (e) determining
when the polls should be opened and closed; (f) maintaining
order and security at the meeting; (g) removing any
stockholder or any other individual who refuses to
comply with meeting procedures, rules or guidelines
as set forth by the chairman of the meeting; and (h)
concluding the meeting or recessing or adjourning the
meeting to a later date and time and at a place
announced at 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.
	Section 9.  Record Date.  Subject to Section 4 of
this Article II, in order that the Corporation may
determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
to express consent to corporate action in writing without
a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance,
a record date which shall be not more than 90 days and, in
the case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action
requiring such determination of stockholders is to be
taken.  In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books
shall be closed for a stated period but not longer
than 20 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 before the
date of such meeting.  If no record date is fixed and
the stock transfer books are not closed for the determination
of stockholders,  (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day
on which the notice of meeting is mailed or the 30th day
before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or
an allotment of any other rights shall be the close of business
on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.  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 10.  Inspectors of Election.  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.  The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the number of
shares present at the meeting in person or by proxy, 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.
	Section 11. Adjournment.  Any meeting of the stockholders
may be adjourned from time to time, without notice other than by
announcement at the meeting at which the adjournment was taken.
In the absence of a quorum, the chairman of the meeting and
without notice other than by announcement at the meeting,
may adjourn the meeting from time to time.  At any adjourned
meeting at which a quorum shall be present, any action may
be taken that could have been taken at the meeting originally
called.  A meeting of the stockholders may not be adjourned
without further notice to a date more than 120 days after
the original record date determined pursuant to Section 9 of
this Article II.
	Section 12.  Advance Notice of Stockholder Nominees For
Director and Other Stockholder Proposals.
	(a)  Annual Meetings of Stockholders.  (1) Nominations
of individuals for election to the Board of Directors and the
proposal of other business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant
to the Corporations 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 by the stockholder as provided for in
this Section 12(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who has complied with
this Section 12(a).
	(2)  For nominations 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 12, 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 stockholders notice shall set forth all
information required under this Section 12 and shall be delivered
to the secretary at the principal executive office of the
Corporation not earlier than the 150th day prior to the first
anniversary of the Date of Mailing of the Notice (as defined
herein) for the preceding years annual meeting nor later than
5:00 p.m., Eastern Time, on the 120th day prior to the first
anniversary of the Date of Mailing of the Notice for the
preceding years annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of
the date of the preceding years annual meeting, notice by
the stockholder to be timely must be so delivered not earlier
than the 150th day prior to the date of such annual meeting
and not later than 5:00 p.m., Eastern Time, on the later of
the 120th day prior to the date of such annual meeting or the
tenth day following the day on which public announcement of
the date of such meeting is first made.  The public announcement
of a postponement or adjournment of an annual meeting shall not
commence a new time period for the giving of a stockholders
notice as described above.  Such stockholders notice shall set
forth (i) as to each individual whom the stockholder proposes to
nominate for election or reelection as a director, (A) the name,
age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual,
(C) the date such shares were acquired and the investment intent
of such acquisition, (D) whether such stockholder believes any
such individual is, or is not, an "interested person" of the
Corporation, as defined in the Investment Company Act of 1940,
as amended, and the rules promulgated thereunder (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, (E) sufficient
information, with appropriate verification of the accuracy
thereof, to enable the Governance and Nominating Committee
of the Board of Directors, or in the absence thereof, the
entire Board of Directors, to make the determination as
to the individual's qualifications required under Article
III, Section 1(d) of these Bylaws and (F) all other
information relating to such individual 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 and the rules thereunder (including
such individuals 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 such
business, the reasons for proposing such business at the
meeting and any material interest in such business of such
stockholder and any Stockholder Associated Person (as
defined below), individually or in the aggregate, including
any anticipated benefit to the stockholder and the Stockholder
Associated Person therefrom; (iii) as to the stockholder
giving the notice and any Stockholder Associated Person,
(A) the class, series and number of all shares of stock of
the Corporation which are owned by such stockholder and by
such Stockholder Associated Person, if any, (B) the nominee
holder for, and number of, shares owned beneficially but not
of record by such stockholder and by any such Stockholder
Associated Person and (C) whether and the extent to which
any hedging or similar transaction or series of transactions
has been entered into by or on behalf of, or any other
agreement, arrangement or understanding has been made the
effect or intent of which is to mitigate loss to or manage
risk of share price changes for, such stockholder or any
such Stockholder Associated Person with respect to any
share of stock of the Corporation; (iv) as to the stockholder
giving the notice and any Stockholder Associated Person
covered by clauses (ii) or (iii) of this paragraph (2) of
this Section 12(a), the name and address of such stockholder,
as they appear on the Corporations stock ledger and current
name and address, if different, and of such Stockholder
Associated Person; and (v) to the extent known by the
stockholder giving the notice, the name and address of
any other stockholder supporting the nominee for election
or reelection as a director or the proposal of other business
on the date of such stockholders notice.
	(3)  Notwithstanding anything in subsection (a) of
this Section 12 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 of such
action at least 130 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's
notice required by this Section 12(a) shall also be
considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall
be delivered to the secretary at the principal executive
office of the Corporation not later than 5:00 p.m.,
Eastern Time on the tenth day following the day on which
such public announcement is first made by the Corporation.
	(4)  For purposes of this Section 12, "Stockholder
Associated Person" of any stockholder shall mean (i) any
person controlling, directly or indirectly, or acting in
concert with, such stockholder, (ii) any beneficial owner
of shares of stock of the Corporation owned of record or
beneficially by such stockholder and (iii) any person
controlling, controlled by or under common control with
such Stockholder Associated Person.
	(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 Corporations notice of meeting.
Nominations of individuals 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
Corporations 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 12 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 12.
In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more individuals
to the Board of Directors, any such stockholder may nominate an
individual or individuals (as the case may be) for election as
a director as specified in the Corporations notice of meeting,
if the stockholders notice required by paragraph (2) of this
Section 12(a) shall be delivered to the secretary at the
principal executive office of the Corporation not earlier
than the 150th day prior to such special meeting and not
later than 5:00 p.m., Eastern Time, on the later of the
120th 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 of the nominees
proposed by the Board of Directors to be elected at such
meeting.  The public announcement of a postponement or
adjournment of a special meeting shall not commence a
new time period for the giving of a stockholders
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
five Business Days of delivery of such request (or such other
period as may be specified in such request), written verification,
satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to
demonstrate the accuracy of any information submitted by the
stockholder pursuant to this Section 12.  If a stockholder fails
to provide such written verification within such period, the
information as to which written verification was requested may
be deemed not to have been provided in accordance with this
Section 12.
	(2)  Only such individuals who are nominated in accordance
with this Section 12 shall be eligible for election by stockholders
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 this Section 12.  The chairman of the meeting shall
have the power 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 this Section 12.
	(3)  For purposes of this Section 12, (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 reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable
news service or (ii) in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant
to the Exchange Act or the 1940 Act.
	(4)  Notwithstanding the foregoing provisions of this
Section 12, 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 12.  Nothing in this Section 12 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 Corporations proxy statement pursuant to Rule 14a-8
(or any successor provision) under the Exchange Act.
ARTICLE III
Board of Directors
	Section 1.  Number, Term and Qualifications.  (a)  Number.
Pursuant to the Corporation's election in Articles Supplementary
accepted for record by the SDAT, 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").  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
upon written notice to the Corporation.
	(d)  Qualifications.  To qualify as a nominee for a
directorship, an individual, at the time of nomination, (A)
shall be at least 21 years of age and have substantial expertise,
experience or relationships relevant to the business of the
Corporation, and (B) shall have at least a bachelor's degree
from an accredited university or college in the United States
or the equivalent degree from an equivalent institution of higher
learning in another country.  The Governance and Nominating
Committee of the Board of Directors, or in the absence thereof,
the entire Board of Directors, in its sole discretion, shall
determine whether an individual satisfies the foregoing
qualifications.  Any individual who does not satisfy the
qualifications set forth under this subsection (d) shall
not be eligible for nomination or election as a director.
	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 Corporation's 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.  Meetings.  The Board of Directors may hold
regular and special meetings.
	Section 5.  Regular Meetings.  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.
	Section 6.  Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of the
chairman of the Board of Directors, the chief executive officer,
the president or by a majority of the directors then in office.
The person or persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding any
special meeting of the Board of Directors called by them.  The
Board of Directors may provide, by resolution, the time and place
for the holding of special meetings of the Board of Directors
without other notice than such resolution.
	Section 7.  Notice.  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, telephone, electronic
mail or 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 prior to 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 his or her 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 8.  Quorum.  A majority of the directors
shall constitute a quorum for transaction of business at
any meeting of the Board of Directors, provided that, if
less than a quorum of such directors are present at said
meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice, and
provided further that if, pursuant to applicable law, 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 such group.
            The directors present at a meeting which has
been duly called and convened may continue to transact
business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.
	Section 9.  Voting.  The action of the 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 applicable law, the Charter  or these
Bylaws.  If enough directors have withdrawn from a meeting
to leave less than a quorum but the meeting is not adjourned,
the action of the majority of that number of directors
necessary to constitute a quorum at such meeting shall be
the action of the Board of Directors, unless the concurrence
of a greater proportion is required for such action by
applicable law, the Charter or these Bylaws.
	Section 10.  Organization.  At each meeting of the
Board of Directors, the chairman of the Board of Directors
or, in the absence of the chairman, the vice chairman of
the Board of Directors, if any, shall act as chairman of
the meeting.  In the absence of both the chairman and vice
chairman of the Board of Directors, the chief executive
officer or in the absence of the chief executive officer,
the president or in the absence of the president, a director
chosen by a majority of the directors present, shall act
as chairman of the meeting.  The secretary or, in his or
her absence, an assistant secretary of the Corporation, or
in the absence of the secretary and all assistant secretaries,
a person appointed by the chairman of the meeting, shall act
as secretary of the meeting.
	Section 11.  Telephone Meetings.  Directors may
participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in
person at the meeting.
	Section 12.  Consent by Directors Without a Meeting.
Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting, if
a consent to such action is given in writing or by electronic
transmission by each director and is filed with the minutes
of proceedings of the Board of Directors.
	Section 13.  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 14.  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 15.  Fees and Expenses.  The directors may be
paid their expenses of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, a stated salary as director
or such other compensation as the Board of Directors may approve.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be
allowed like reimbursement and compensation for attending
committee meetings.

ARTICLE IV
Committees

	Section 1.  Number, Tenure and Qualifications.  The Board
of Directors may appoint from among its members an Executive
Committee and other committees, composed of one or more directors
and one or more alternate members as the Board of Directors shall
designate, to serve at the pleasure of the Board of Directors.
	Section 2.  Powers.  The Board of Directors may delegate
to committees appointed under Section 1 of this Article any of the
powers of the Board of Directors, except as prohibited by law.
	Section 3.  Meetings.  Notice of committee meetings shall
be given in the same manner as notice for special meetings of the
Board of Directors.  A majority of the members or alternate members
of the committees shall constitute a quorum for the transaction of
business at any meeting of the committee.  The act of a majority
of the committee members or alternate members present at a meeting
shall be the act of such committee.  The Board of Directors may
designate a chairman of any committee, and such chairman or, in the
absence of a chairman, any two members of any committee (if there
are at least two members of the Committee) may fix the time and
place of its meeting unless the Board shall otherwise provide.  In
the absence of any member of any such committee, the members or
alternate members thereof present at any meeting, whether or not
they constitute a quorum, may appoint another director to act in
the place of such absent member.  Each committee shall keep minutes
of its proceedings.
	Section 4.  Telephone Meetings. Members or alternate members
of a committee of the Board of Directors may participate in a meeting
by means of a conference telephone or other communications equipment
if all persons participating in the meeting can hear each other at
the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
	Section 5.  Consent by Committees without a Meeting.  Any
action required or permitted to be taken at any meeting of a committee
of the Board of Directors may be taken without a meeting, if a consent
in writing or by electronic transmission to such action is given by
each member or alternate member of the committee and is filed with
the minutes of proceedings of such committee.
	Section 6.  Vacancies.  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 all vacancies, to designate
alternate members to replace any absent or disqualified member or
to dissolve any such committee.

ARTICLE V
Waiver of Notice

	Whenever any notice is required to be given under the
provisions of the statutes, of the Charter or of 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 statute.  Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting except when the person attends
a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

ARTICLE VI
Chairman of the Board of Directors and Officers

	Section 1.  General.  The officers of the Corporation
shall include a president, a secretary and a treasurer and may
include a chief executive officer, one or more vice presidents,
a chief operating officer, a chief financial officer, one or
more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect
such other officers with such powers and duties as they shall
deem necessary or desirable.  The officers of the Corporation
shall be elected annually by the Board of Directors, except
that the chief executive officer or president may from time
to time appoint one or more vice presidents, assistant
secretaries and assistant treasurers or other officers.
Any two or more offices except president and vice president may
be held by the same person.  However, 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.  Election of an officer or
appointment of an agent shall not of itself create contract rights
between the Corporation and such officer or agent.
	Section 2.  Tenure of Officers.  Each officer shall hold
his or her office until his or her successor is elected and
qualifies or until his or her earlier resignation or removal as
provided herein.
	Section 3.  Removal and Resignation.  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 of Directors, the president or the secretary.  Any
resignation shall take effect immediately upon its receipt or
at such later time 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 contract rights,
if any, of the Corporation.  Any officer or agent of the
Corporation may be removed at any time by the Board of Directors
if, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.  Any
vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board
of Directors.
	Section 4.  Chairman of the Board of Directors.  The
chairman of the Board of Directors shall be designated by the
Board of Directors 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 or she 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 president and in the absence or
disability of the president shall perform the duties and exercise
the powers of the president.  They shall perform such other duties
and have such other powers as the president or the Board of
Directors may from time to time prescribe.  The Board of
Directors may designate one or more executive vice presidents
or may otherwise specify the order of seniority of the vice
presidents and, in that event, the duties and powers of the
president shall descend to the vice presidents in the
specified order of seniority.
	Section 7.  Secretary.  The secretary shall act under
the direction of the president.  Subject to the direction of the
president he or she shall attend all meetings of the Board of
Directors and all meetings of stockholders and record the
proceedings in a book to be kept for that purpose and shall
perform like duties for the committees designated by the Board
of Directors when required.  He or she shall give, or cause to
be given, notice of all meetings of stockholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the president or the Board of
Directors.  He or she shall keep in safe custody the seal of
the Corporation and shall affix the seal or cause it to be
affixed to any instrument requiring it.
	Section 8.  Assistant Secretaries.  The assistant
secretaries in the order of their seniority, unless otherwise
determined by the president or the Board of Directors, shall,
in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary.  They shall
perform such other duties and have such other powers as the
president or the Board of Directors may from time to time
prescribe.
	Section 9.  Treasurer.  The treasurer shall act under
the direction of the president.  Subject to the direction of
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 president or the Board
of Directors, taking proper vouchers for such disbursements,
and shall render to 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 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
president or the Board of Directors may from time to time
prescribe.

ARTICLE VII
Certificates of Stock

	 Section 1.  Certificates.  Except as may be otherwise
provided by the Board of Directors, stockholders of the
Corporation are not entitled to certificates representing the
shares of stock held by them.  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 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 to record holders of such shares a
written statement of the information required by the MGCL to
be included on stock certificates.
	Section 2.  Transfers when Certificates Issued.  Subject
to any determination of the Board of Directors pursuant to
Section 1 of this Article, upon surrender to the Corporation
or the transfer agent of the Corporation of a stock certificate
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation shall issue
a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
	Section 3.  Replacement Certificate when Certificates
Issued.  Subject to any determination of the Board of Directors
pursuant to Section 1 of this Article, the president, the
secretary, the treasurer or any officer designated by the Board
of Directors may direct a new certificate to be issued in place
of any certificate previously issued by the Corporation alleged
to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed.  When authorizing the issuance
of a new certificate, 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 the owners legal
representative to advertise the same in such manner as he or
she or she shall require and/or to give bond, with sufficient
surety, to the Corporation to indemnify it against any loss or
claim which may arise as a result of the issuance of a new
certificate.
	Section 4.  Record Holders; Transfers Generally.
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 express or other
notice thereof, except as otherwise provided by the laws of
the State of Maryland.  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.

ARTICLE VIII
Miscellaneous

Section 1.  Reserves.  There may be set aside out of any funds
of the Corporation available for dividends such sum or sums
as the Board of Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for such other purpose as the Board of
Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish
any such reserve.
	Section 2.  Dividends.  Dividends upon the stock of
the Corporation may, subject to the provisions of the Charter
and of applicable law, be authorized by the Board of Directors
and declared by the Corporation at any time.
	Section 3.  Capital Gains Distributions.  The amount and
number of capital gains distributions paid to the stockholders
during each fiscal year shall be determined by the Board of
Directors.  Each such payment shall be accompanied by a
statement as to the source of such payment, to the extent
required by law.
	Section 4.  Checks.  All checks or demands for money
and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
	Section 5.  Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
	Section 6.  Seal.  The corporate seal shall have
inscribed thereon the name of the Corporation, the year of
its organization and the words "Corporate Seal, Maryland."
The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in another manner reproduced.
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 may obtain liability insurance for its
directors and officers to the extent permitted by the
1940 Act.

ARTICLE IX
Indemnification
	 To the maximum extent permitted by Maryland law in
effect from time to time, the Corporation shall indemnify
and, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who
is a present or former director or officer of the
Corporation and who is made or threatened to be made
a party to the proceeding by reason of his or her
service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at
the request of the Corporation, serves or has served as
a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other
enterprise and who is made or threatened to be made
a party to the proceeding by reason of his or her
service in any such capacity.  The Corporation may,
with the approval of its Board of Directors or any
duly authorized committee thereof, provide such
indemnification and advance for expenses to a person
who served a predecessor of the Corporation in any
of the capacities described in (a) or (b) above and
to any employee or agent of the Corporation or a
predecessor of the Corporation.  The termination of
any claim, action, suit or other proceeding involving
any person, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea
of guilty or nolo contendere, or its equivalent,
shall not create a presumption that such person
did not meet the standards of conduct required for
indemnification or payment of expenses to be required
or permitted under Maryland law, these Bylaws or the
Charter.  Any indemnification or advance of expenses
made pursuant to this Article shall be subject to
applicable requirements of the 1940 Act.  The
indemnification and payment of expenses provided in
these Bylaws shall not be deemed exclusive of or
limit in any way other rights to which any person
seeking indemnification or payment of expenses may
be or may become entitled under any bylaw, regulation,
insurance, agreement or otherwise.
	Neither the amendment nor repeal of this Article,
nor the adoption or amendment of any other provision of
the Bylaws or Charter inconsistent with this Article,
shall apply to or affect in any respect the
applicability of the preceding paragraph with respect
to any act or failure to act which occurred prior to
such amendment, repeal or adoption.
ARTICLE X
Amendments

The Board of Directors shall have the exclusive power
to make, alter and repeal Bylaws of the Corporation.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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