<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>exhibit77q1.txt
<DESCRIPTION>OTHER
<TEXT>
AllianceBernstein National Municipal Income Fund, Inc.
811-10573
Exhibit 77Q1
June 10, 2009
AMENDED AND RESTATED BYLAWS OF
ALLIANCEBERNSTEIN 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.

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 individuals 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 stockholders
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 Corporations 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.

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