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<SEC-DOCUMENT>0000940400-09-000045.txt : 20090225
<SEC-HEADER>0000940400-09-000045.hdr.sgml : 20090225
<ACCEPTANCE-DATETIME>20090225161232
ACCESSION NUMBER:		0000940400-09-000045
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20081231
FILED AS OF DATE:		20090225
DATE AS OF CHANGE:		20090225
EFFECTIVENESS DATE:		20090225

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZWEIG TOTAL RETURN FUND INC
		CENTRAL INDEX KEY:			0000836412
		IRS NUMBER:				133474242
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05620
		FILM NUMBER:		09634052

	BUSINESS ADDRESS:	
		STREET 1:		900 THIRD AVE., 31ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		212 451-1100

	MAIL ADDRESS:	
		STREET 1:		900 THIRD AVE., 31ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
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<PAGE>      PAGE  1
000 B000000 12/31/2008
000 C000000 0000836412
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000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE ZWEIG TOTAL RETURN FUND, INC.
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<PAGE>      PAGE  2
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<PAGE>      PAGE  4
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<PAGE>      PAGE  6
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SIGNATURE   NANCY G. CURTISS
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>ztrf77b.txt
<TEXT>
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia PA 19103-7042
Telephone (267) 330 3000
Facsimile (267) 330 3300
www.pwc.com




Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of
The Zweig Total Return Fund, Inc.


In planning and performing our audit of the financial
statements of The Zweig Total Return Fund, Inc. ("the Fund") as
of and for the year ended December 31, 2008, in accordance with
the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures
for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR,
but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial
reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Fund's internal control over financial
reporting.

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

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

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

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control over financial reporting that might be
material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However,
we noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2008.

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


PricewaterhouseCoopers LLP
February 18, 2009

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>ztrf77q1.txt
<TEXT>
AMENDED AND RESTATED

BYLAWS

OF

THE ZWEIG TOTAL RETURN FUND, INC.

A Maryland Corporation


ARTICLE I

STOCKHOLDERS

	SECTION 1.  Annual Meetings.	The annual meeting of the
stockholders of The Zweig Total Return Fund, Inc. (the
"Corporation") shall be held on a date fixed from time to time
by the Board of Directors each year.  An annual meeting may be
held at any place in or out of the State of Maryland as may be
determined by the Board of Directors and designated in the
notice of the meeting and at the time specified by the Board
of Directors.  Any business of the Corporation may be
transacted at an annual meeting without being specifically
designated in the notice unless otherwise provided by statute,
the Corporation's Charter or these Bylaws.

	SECTION 2.  Special Meetings.
		(a)  Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or
by the Corporation's Charter, may be held at any place within
the United States, and may be called at any time by the Board
of Directors or by the Chairman of the Board or the President.
Subject to subsection (b) of this Section 2, a special meeting
of stockholders shall also be called by the Secretary upon the
request in writing of stockholders entitled to cast not less
than a majority of the votes entitled to be cast at such
meeting.
		(b)  (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
Corporation's books, of each stockholder signing such request
(or on whose behalf the Special Meeting Request is signed),
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 Corporation's
proxy materials).  The Secretary shall not be required to call
a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents
required by paragraph (2) of this Section 2(b), the Secretary
receives payment of such reasonably estimated cost prior to
the preparation and 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, President or
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, President or Board of Directors may
consider such factors as he, she or it deems relevant within
the good faith exercise of business judgment, including,
without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any
request for 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 2(b).
		(5)  If written revocations of the Special Meeting
Request 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
Secretary's 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 Chairman of the Board, President or Board
of Directors may appoint regionally or nationally recognized
independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported Special
Meeting Request received by the Secretary.  For the purpose of
permitting the inspectors to perform such review, no such
purported request shall be deemed to have been 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, as of the Request Record Date, stockholders of
record entitled to cast not less than a majority of the votes
that would be entitled to be cast at such meeting.  Nothing
contained in this paragraph (6) shall in any way be construed
to suggest or imply that the Corporation or any stockholder
shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to
take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such
litigation).
		(7)  For purposes of these Bylaws, "Business Day"
shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

	SECTION 3.  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 Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors
or (iii) by any stockholder of the Corporation who was a
stockholder of record both at the time of giving of notice by
the stockholder as provided for in this Section 3(a) and at
the time of the annual meeting, who is entitled to vote at the
meeting on the election or the proposal for other business, as
the case may be, and who has complied with this Section 3(a).
		(2)  For nominations or other business to be brought
before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 3, the stockholder
must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders.
To be timely, a stockholder's notice shall set forth all
information required under this Section 3 and shall be
delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 150th day nor later
than 5:00 p.m., Eastern Time, on the 120th day prior to the
first anniversary of the date of the proxy statement for the
preceding year's 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 year's 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 stockholder's
notice as described above.  Such stockholder's 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 and (D) 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
individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder
proposes to bring before the meeting, a description of 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 or 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, (C) whether and the extent to which, within
one year prior to the date of the notice, any hedging or other
transaction or series of transactions has been entered into by
or on behalf of, or any other agreement, arrangement or
understanding (including any short position or any borrowing
or lending of shares has been made), the effect or intent of
which is to mitigate loss to or manage risk or benefit of
share price changes for, or to increase or decrease the voting
power of, such stockholder or any such Stockholder Associated
Person with respect to any share of stock or other security of
the Corporation (collectively, "Hedging Activities") and (D) a
general description of whether and the extent to which, within
one year prior to the date of the notice, such stockholder or
such Stockholder Associated Person has engaged in Hedging
Activities with respect to shares of stock or other equity
interests of any other company; (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 3(a), the name and address of such stockholder, as
they appear on the Corporation's 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
stockholder's notice.
		(3)  Notwithstanding anything in this subsection (a)
of  this Section 3 to the contrary, in the event 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 date
of the proxy statement for the preceding year's annual
meeting, a stockholder's notice required by this Section 3(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 3, "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 Corporation's 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 Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors
or (iii) provided that the Board of Directors has determined
that directors shall be elected at such special meeting, by
any stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for in
this Section 3 and at the time of the special meeting, who is
entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 3.  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 Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this
Section 3 shall be delivered to the Secretary at the principal
executive office of the Corporation not earlier than the 120th
day prior to such special meeting and not later than 5:00
p.m., Eastern Time on the later of the 90th 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 stockholder's
notice as described above.
		(c)  General.  (1)  If information submitted
pursuant to this Section 3 by any stockholder proposing a
nominee for election as a director or any proposal for other
business at a meeting of stockholders shall be inaccurate to a
material extent, such information may be deemed not to have
been provided in accordance with this Section 3.  Upon written
request by the Secretary or the Board of Directors, 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), (A) written verification, satisfactory, in the
discretion of the Board of Directors or any authorized officer
of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this
Section 3, and (B) a written update of any information
submitted by the stockholder pursuant to this Section 3 as of
an earlier date.  If a stockholder fails to provide such
written verification or written update within such period, the
information as to which written verification or a written
update was requested may be deemed not to have been provided
in accordance with this Section 3.
		(2)  Only such individuals who are nominated in
accordance with this Section 3 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 3.
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 3.
		(3)  "Public announcement" shall mean disclosure (i)
in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or other widely
circulated news or wire service or (ii) in a document publicly
filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.
		(4)  Notwithstanding the foregoing provisions of
this Section 3, 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 3.  Nothing in this Section
3 shall be deemed to affect any right of a stockholder to
request inclusion of a proposal in, nor the right of the
Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision)
under the Exchange Act.

	SECTION 4.  Notice of Meetings.	Written or printed
notice of the purpose or purposes and of the time and place of
every meeting of the stockholders shall be given by the
Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting by placing the notice in the
mail at least ten (10) days, but not more than ninety (90)
days, prior to the date designated for the meeting addressed
to each stockholder at his address appearing on the books of
the Corporation or supplied by the stockholder to the
Corporation for the purpose of notice.  The notice of any
meeting of stockholders may be accompanied by a form of proxy
approved by the Board of Directors in favor of the actions or
persons as the Board of Directors may select.  Notice of any
meeting of stockholders shall be deemed waived by any
stockholder who attends the meeting in person or by proxy, or
who before or after the meeting submits a signed waiver of
notice that is filed with the records of the meeting.  Failure
to give notice of any meeting to one or more stockholders, or
any irregularity in such notice, shall not affect the validity
of any meeting fixed in accordance with this Article I, or the
validity of any proceedings at any such meeting.

	SECTION 5.  Quorum and Certain Voting Matters.  Except as
otherwise provided by statute or by the Corporation's Charter
or these Bylaws, the presence in person or by proxy of
stockholders of the Corporation entitled to cast at least a
majority of the votes entitled to be cast shall constitute a
quorum at each meeting of the stockholders and all questions
shall be decided by a majority of all the votes cast at a
meeting at which a quorum is present.  A plurality of all the
votes cast at a meeting at which a quorum is present is
sufficient to elect a director.  In the absence of a quorum,
the chairman of the meeting (and only the chairman of the
meeting) may adjourn the meeting from time to time as provided
in Section 6 of this Article I until a quorum shall attend.
If a quorum is present at the meeting, the chairman of the
meeting (or, in the chairman's discretion, the stockholders
present in person or by proxy at the meeting, by majority of
votes cast) may adjourn the meeting from time to time as
provided in Section 6 of this Article I.  The stockholders
present at any duly organized meeting may continue to do
business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.  The absence
from any meeting in person or by proxy of holders of the
number of shares of stock of the Corporation in excess of a
majority that may be required by the laws of the State of
Maryland, the Investment Company Act of 1940, or other
applicable statute, the Corporation's Charter or these Bylaws,
for action upon any given matter shall not prevent action at
the meeting on any other matter or matters that may properly
come before the meeting, so long as there are present, in
person or by proxy, holders of the number of shares of stock
of the Corporation required for action upon the other matter
or matters.  For purposes of determining the presence of a
quorum at any meeting of the stockholders, there will be
deemed to be present at such meeting (i) all shares with
respect to which a person present in person at the meeting
holds a proxy, whether or not such proxy is filed at the
meeting and (ii) all shares held of record by a person present
in person at the meeting.

	SECTION 6.  Adjournment.  Any meeting of the stockholders
may be adjourned from time to time, in accordance with
Sections 5 and 7 of this Article I, without notice other than
by announcement at the meeting at which the adjournment is
taken.  At any adjourned meeting any action may be taken that
could have been taken at the meeting originally called.  If a
meeting of the stockholders is adjourned to a date more than
one-hundred twenty (120) days after the original record date,
a new record date shall be established for voting at such
adjourned meeting, and any unrevoked proxies submitted by any
stockholder of record as of the original record date, with
respect to stock which continues to be held of record by such
stockholder on the new record date, may be voted at the
adjourned meeting (and any further adjournment hereof),
provided that the adjourned meeting date is not more than 120
days after the new record date.

	SECTION 7.  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
or, in the case of a vacancy in the office or absence of the
Chairman of the Board, by one of the following officers
present at the meeting:  the Vice Chairman of the Board, if
there is one, the President, the Vice Presidents in their
order of rank and seniority, 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 Secretary's absence,
an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the
Board of Directors or, in the absence of such appointment, a
person appointed by the chairman of the meeting shall act as
secretary of the meeting.  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 the chairman and without any action by the
stockholders, 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; (h) concluding a meeting or recessing or
adjourning the meeting to a later date and time and at a place
announced at the meeting; and (i) complying with any state and
local laws and regulations concerning safety and security.
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 8.  Order of Business.  The order of business at
all meetings of the stockholders shall be as determined by the
chairman of the meeting.

	SECTION 9.  Voting.  Except as otherwise provided by
statute or the Corporation's Charter, each holder of record of
shares of stock of the Corporation having voting power shall
be entitled at each meeting of the stockholders to one (1)
vote for every share of stock standing in his name on the
records of the Corporation as of the record date determined
pursuant to Section 10 of this Article I.
	Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act
for him by a proxy signed by the stockholder or his attorney-
in-fact or, unless otherwise determined by the Board of
Directors with respect to a particular meeting of
stockholders, in such other manner as shall be permitted by
Maryland law, including by electronic or telephonic means.  No
proxy shall be valid after the expiration of eleven (11)
months from the date thereof, unless otherwise provided in the
proxy.  Every proxy shall be revocable at the pleasure of the
stockholder authorizing it, except in those cases in which the
proxy states that it is irrevocable and in which an
irrevocable proxy is permitted by law.

	SECTION 10.  Fixing of Record Date for Determining
Stockholders Entitled to Vote at Meeting.  The Board of
Directors may set a record date for the purpose of determining
stockholders entitled to notice of and to vote at any meeting
of the stockholders.  The record date for a particular meeting
shall be not more than ninety (90) nor fewer than ten (10)
days before the date of the meeting.  All persons who were
holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at such
meeting and any adjournment thereof.

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

	SECTION 12.  Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Corporation's
Charter, any action required to be taken at any annual or
special meeting of stockholders, or any action that may be
taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and
without a vote, if a unanimous written consent that sets forth
the action and is signed by each stockholder entitled to vote
on the matter is filed with the records of the meetings of
stockholders.

	SECTION 13.  Reasonable Efforts to Hold Annual Meeting.
Notwithstanding anything herein to the contrary, the
Corporation shall have no obligation to hold an annual meeting
of stockholders in any calendar year in which all of the
following has occurred:  (i) notice of an annual meeting of
stockholders has been duly given in accordance with the
provisions hereof; (ii) the Corporation has used its
reasonable efforts to obtain a quorum; and (iii) the
Corporation has been unable to procure a quorum for the
meeting prior to the expiration of one hundred and twenty
(120) days following the record date established for the
meeting.
ARTICLE II
BOARD OF DIRECTORS

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

	SECTION 2.  Number, Election and Term of Directors.  The
number of directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a majority of
the directors then in office; provided, however, that the
number of directors shall in no event be fewer than that
required by law, nor more than twelve (12).  Beginning with
the first annual meeting of stockholders of the Corporation
held after the initial public offering of the Corporation's
stock, the Board of Directors shall be divided into three (3)
classes.  Within the limits above specified, the number of
directors in each class shall be determined by resolution of
the Board of Directors.  The term of office of the first class
shall expire on the date of the next succeeding annual meeting
of stockholders.  The term of office of the second class shall
expire at the second succeeding annual meeting of
stockholders.  The term of office of the third class shall
expire at the third succeeding annual meeting of stockholders.
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 (3) years to succeed the directors whose terms
of office expire.  The directors shall be elected at the
annual meeting of the stockholders, except as provided in
Section 5 of this Article II, and each director elected shall
hold office until his successor shall have been elected and
shall have qualified, or until his death, or until he shall
have resigned or have been removed as provided in these
Bylaws, or as otherwise provided by statute or the
Corporation's Charter.  Any vacancy created by an increase in
directors shall be filled in accordance with Section 5 of this
Article II.  No reduction in the number of directors shall
have the effect of removing any director from office prior to
the expiration of his term unless the director is specifically
removed pursuant to Section 4 of this Article II at the time
of the decrease.  The number of directors shall be apportioned
among the classes so as to maintain the classes as nearly
equal in number as possible.  A director need not be a
stockholder of the Corporation, a citizen of the United States
or a resident of the State of Maryland.

	SECTION 3.  Resignation.  A director of the Corporation
may resign at any time by giving written notice of his
resignation to the Board of Directors or the Chairman of the
Board or to the President or the Secretary of the Corporation.
Any resignation shall take effect at the time specified in it
or, should the time when it is to become effective not be
specified in it, immediately upon its receipt.  Acceptance of
a resignation shall not be necessary to make it effective
unless the resignation states otherwise.

	SECTION 4.  Removal of Directors.  Any director of the
Corporation may be removed, but only for cause, by the
stockholders by vote of the holders of at least seventy-five
percent (75%) of the outstanding shares of the Corporation
entitled to vote for the election of directors.

	SECTION 5.  Vacancies.  Subject to the provisions of the
Investment Company Act of 1940, any vacancies in the Board of
Directors, whether arising from death, resignation, removal,
an increase in the number of directors or any other cause,
shall be filled by a vote of the majority of the Board of
Directors then in office even though that majority is less
than a quorum, provided that no vacancy or vacancies shall be
filled by action of the remaining directors if, after the
filling of the vacancy or vacancies, fewer than two-thirds
(2/3) of the directors then holding office shall have been
elected by the stockholders of the Corporation.  Subject to
the provisions of the Investment Company Act of 1940, any
director elected by the Board of Directors to fill a vacancy,
shall hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until a
successor has been elected and qualified.  In the event that
at any time less than a majority of the directors then in
office were so elected by the stockholders of the Corporation,
a special meeting of the stockholders shall be held as
promptly as possible and in any event within sixty (60) days,
for the purpose of filling any vacancy or vacancies on the
Board of Directors.  Any director elected by the stockholders
to fill a vacancy shall hold office for the balance of the
term of the director whose death, resignation or removal
occasioned the vacancy and until a successor has been elected
and qualifies or until his earlier resignation or removal.

	SECTION 6.  Place of Meetings.  Meetings of the Board may
be held at any place that the Board of Directors may from time
to time determine or that is specified in the notice of the
meeting.

	SECTION 7.  Regular Meetings.  Regular meetings of the
Board of Directors may be held at the time and place
determined by the Board of Directors.

	SECTION 8.  Special Meetings.  Special meetings of the
Board of Directors may be called by two (2) or more directors
of the Corporation or by the Chairman of the Board or the
President.

	SECTION 9.  Annual Meeting.  The annual meeting of the
newly elected and other directors shall be held as soon as
practicable after the meeting of stockholders at which the
newly elected directors were elected.  No notice of such
annual meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of
stockholders.  If not so held, notice shall be given as
hereinafter provided for special meetings of the Board of
Directors.

	SECTION 10.  Notice of Special Meetings.  Notice of each
special meeting of the Board of Directors shall be given by
the Secretary as hereinafter provided.  Each notice shall
state the time and place of the meeting and shall be delivered
to each director, either personally or by telephone or other
standard form of telecommunication (including electronic
mail), at least twenty-four (24) hours before the time at
which the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the director at his residence or
usual place of business, and mailed at least three (3) days
before the day on which the meeting is to be held.  All
notices given by electronic transmission shall be deemed to
have been given when directed to the electronic mail address,
facsimile number or other location as is shown on the records
of the Corporation or given by the director to the Corporation
for the purpose of notice.  Any oral notice given may be
communicated either to the director directly or by voice
recording or to a person whom the person giving the notice has
reason to believe will promptly communicate it to the
director.

	SECTION 11.  Waiver of Notice of Meetings.  Notice of any
special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of
notice that is filed with the records of the meeting or who
shall attend the meeting or from whose electronic mail address
the Corporation shall have received a transmission stating
that notice of the meeting has been waived.

	SECTION 12.  Quorum and Voting.  A majority of the entire
Board of Directors shall be present in person at any meeting
of the Board so as to constitute a quorum for the transaction
of business at the meeting, and except as otherwise expressly
required by statute, the Corporation's Charter, these Bylaws,
the Investment Company Act of 1940, or any other applicable
statute, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the
Board.  In the absence of a quorum at any meeting of the
Board, a majority of the directors present may adjourn the
meeting to another time and place until a quorum shall be
present.  Notice of the time and place of any adjourned meet-
ing shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place
were announced at the meeting at which the adjournment was
taken, to the other directors.  At any adjourned meeting at
which a quorum is present, any business may be transacted that
might have been transacted at the meeting as originally
called.  The directors present at a meeting of the Board of
Directors or committee thereof duly called and at which a
quorum was established may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.

	SECTION 13.  Organization.  The Board of Directors may
designate a Chairman of the Board, who shall preside at each
meeting of the Board.  In the absence or inability of the
Chairman of the Board to act, the President, or, in his
absence or inability to act, another director chosen by a
majority of the directors present, shall act as chairman of
the meeting and preside at the meeting.  The Secretary (or, in
his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.

	SECTION 14.  Committees.  The Board of Directors may
designate by resolution one (1) or more committees of the
Board of Directors, each consisting of one (1) or more
directors.  To the extent provided in the resolution, and
permitted by law, the committee or committees shall have and
may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.
Any committee or committees shall have the name or names
determined from time to time by resolution adopted by the
Board of Directors.  Each committee shall keep regular minutes
of its meetings and provide those minutes to the Board of
Directors when required.  The members of a committee present
at any meeting, whether or not they constitute a quorum, may
appoint a director to act in the place of an absent member.
Unless otherwise provided by the Board of Directors a majority
of the members of any committee shall constitute a quorum for
the conduct of business by the committee.

	SECTION 15.  Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the Investment Company
Act of 1940, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee of
the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in
writing or writings or by electronic transmission or
transmissions, and the writing or writings or electronic
transmission or transmissions, as applicable, are filed with
the minutes of the proceedings of the Board or committee.

	SECTION 16.  Telephone Conference.  Members of the Board
of Directors or any committee of the Board may participate in
any Board or committee meeting by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time.  Participation by such means shall
constitute presence in person at the meeting, provided,
however, that such participation shall not constitute presence
in person with respect to matters which pursuant to the
Investment Company Act of 1940 and the rules promulgated
thereunder require the approval of directors by vote cast in
person at a meeting.

	SECTION 17.  Compensation.  Each director shall be
entitled to receive such compensation, if any, as may from
time to time be fixed by the Board of Directors, including a
fee for each meeting of the Board or any committee thereof,
regular or special, he attends.  Directors may also be
reimbursed by the Corporation for all reasonable expenses
incurred in traveling to and from the place of a Board or
committee meeting.

ARTICLE III
OFFICERS, AGENTS AND EMPLOYEES

	SECTION 1.  Number and Qualifications.  The officers of
the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint a
Chairman of the Board of Directors, one (1) or more Vice
Presidents and may also appoint any other officers, agents and
employees it deems necessary or proper.  Any two (2) or more
offices may be held by the same person, except the office of
President and Vice President, but no officer shall execute,
acknowledge or verify in more than one capacity any instrument
required by law to be executed, acknowledged or verified in
more than one capacity.  Officers shall be elected by the
Board of Directors each year at its first meeting held after
the annual meeting of stockholders, each to hold office until
the meeting of the Board following the next annual meeting of
the stockholders and until his successor shall have been duly
elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed, as provided in
these Bylaws.  The Board of Directors may from time to time
elect such officers (including one or more Assistant Vice
Presidents, or one or more Assistant Treasurers and one or
more Assistant Secretaries) and may appoint, or delegate to
the Chairman of the Board or the President the power to
appoint, such agents as may be necessary or desirable for the
business of the Corporation.  Such other officers and agents
shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing
authority.

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

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

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

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

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

	SECTION 7.  Chairman.  The Chairman of the Board of
Directors shall preside at all meetings of the Board of
Directors and he shall have and perform such other duties as
from time to time may be assigned to him by the Board of
Directors or the executive committee, if any.

	SECTION 8.  President.  The President shall be the chief
executive officer of the Corporation.  In the absence or
inability of the Chairman of the Board (or if there is none)
to act, the President shall preside at all meetings of the
stockholders and of the Board of Directors.  The President
shall have, subject to the control of the Board of Directors,
general charge of the business and affairs of the Corporation,
and may employ and discharge employees and agents of the
Corporation, except those elected or appointed by the Board,
and he may delegate these powers.

	SECTION 9.  Vice President.  Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the President may from time to time prescribe.

	SECTION 10.  Treasurer.  Subject to the provisions of any
contract that may be entered into with any custodian pursuant
to authority granted by the Board of Directors, the Treasurer
shall have charge of all receipts and disbursements of the
Corporation and shall have or provide for the custody of the
Corporation's funds and securities; he shall have full
authority to receive and give receipts for all money due and
payable to the Corporation, and to endorse checks, drafts, and
warrants, in its name and on its behalf and to give full
discharge for the same; he shall deposit all funds of the
Corporation, except those that may be required for current
use, in such banks or other places of deposit as the Board of
Directors may from time to time designate; and, in general, he
shall perform all duties incident to the office of Treasurer
and such other duties as may from time to time be assigned to
him by the Board of Directors or the President.

	SECTION 11.  Secretary.  The Secretary shall:
		(a)	keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the
Board of Directors, the committees of the Board and the
stockholders;
		(b)	see that all notices are duly given in
accordance with the provisions of these Bylaws and as required
by law;
		(c)	be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation
under its seal;
		(d)	see that the books, reports, statements,
certificates and other documents and records required by law
to be kept and filed are properly kept and filed; and
		(e)	in general, perform all the duties incident to
the office of Secretary and such other duties as from time to
time may be assigned to him by the Board of Directors or the
President.

	SECTION 12.  Assistant Treasurers and Assistant
Secretaries.  Assistant Treasurers and Assistant Secretaries,
if any, shall be elected and shall have such powers and shall
perform such duties as shall be assigned to them,
respectively, by the Board of Directors or the President.

 PRIVATE  	SECTION 13.  Delegation of Duties.  In case of
the absence of any officer of the Corporation, or for any
other reason that the Board of Directors may deem sufficient,
the Board may confer for the time being the powers or duties,
or any of them, of such officer upon any other officer or upon
any director.

 PRIVATE  ARTICLE IV
STOCK

	SECTION 1.  Stock Certificates.  Unless otherwise
provided by the Board of Directors and permitted by law, each
holder of stock of the Corporation shall be entitled upon
specific written request to such person as may be designated
by the Corporation to have a certificate or certificates, in a
form approved by the Board, representing the number of shares
of stock of the Corporation owned by him; provided, however,
that such person shall not be required to deliver certificates
for fractional shares.  The certificates representing shares
of stock shall be signed by or in the name of the Corporation
by the Chairman of the Board, the President or a Vice
President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the
seal of the Corporation.  Any or all of the signatures or
the seal on the certificate may be facsimiles.  In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar
before the certificate is issued, it may be issued by the
Corporation with the same effect as if the officer, transfer
agent or registrar was still in office at the date of issue.
This section shall not be interpreted to limit the authority
of the Board of Directors to issue some or all of the shares
of the Corporation's capital stock without certificates.

	SECTION 2.  Stock Ledger.  There shall be maintained a
stock ledger containing the name and address of each
stockholder and the number of shares of stock of each class
the shareholder holds.  The stock ledger may be in written
form or any other form which can be converted within a
reasonable time into written form for visual inspection.  The
original or a duplicate of the stock ledger shall be kept at
the principal office of the Corporation or at any other office
or agency specified by the Board of Directors.

	SECTION 3.  Transfers of Shares.  Transfers of shares of
stock of the Corporation shall be made on the stock records of
the Corporation only by the registered holder of the shares,
or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or with a transfer
agent or transfer clerk, and on surrender of the certificate
or certificates, if issued, for the shares properly endorsed
or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  Uncertificated shares are
transferable on the books of the Corporation upon receipt of
the proper transfer documents, instructions or assignments as
may reasonably be required by the Corporation or its agents.
Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person in whose
name any share or shares stand on the record of stockholders
as the owner of the share or shares for all purposes,
including, without limitation, the rights to receive dividends
or other distributions and to vote as the owner, and the
Corporation shall not be bound to recognize any equitable or
legal claim to or interest in any such share or shares on the
part of any other person.

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

	SECTION 5.  Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock of
the Corporation shall immediately notify the Corporation of
its loss, destruction or mutilation and the Corporation may
issue a new certificate of stock in the place of any
certificate issued by it that has been alleged to have been
lost or destroyed or that shall have been mutilated.  The
Board may, in its discretion, require the owner (or his legal
representative) of a lost, destroyed or mutilated certificate:
to give to the Corporation a bond in a sum, limited or
unlimited, and in a form and with any surety or sureties, as
the Board in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of
any such certificate, or issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings
under the laws of the State of Maryland.

	SECTION 6.  Fixing of Record Date for Dividends and
Distributions; Delegation of Certain Matters to Officers.  The
Board may fix, in advance, a date not more than ninety (90)
days preceding the date fixed for the payment of any dividend
or the making of any distribution or the allotment of rights
to subscribe for securities of the Corporation, or for the
delivery of evidences of rights or evidences of interests
arising out of any change, conversion or exchange of common
stock or other securities, as the record date for the
determination of the stockholders entitled to receive any such
dividend, distribution, allotment, rights or interests, and in
such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment, rights or interests.  If the Board of Directors has
given general authorization for a dividend or distribution and
provides for or establishes a method or procedure for
determining the maximum amount of the distribution or
dividend, the Board of Directors may delegate to an officer of
the Corporation the power, in accordance with the general
authorization, to fix the amount and other terms of the
distribution.

	SECTION 7.  Information to Stockholders and Others.  Any
stockholder of the Corporation or his agent may inspect and
copy during the Corporation's usual business hours the
Corporation's Bylaws, minutes of the proceedings of its
stockholders, annual statements of its affairs and voting
trust agreements on file at its principal office.

ARTICLE V
INDEMNIFICATION AND INSURANCE

	SECTION 1.  Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or
is or was serving while a director or officer of the
Corporation at the request of the Corporation as a director,
officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust,
enterprise or employee benefit plan, shall be indemnified by
the Corporation against judgments, penalties, fines, excise
taxes, settlements and reasonable expenses (including
attorneys' fees) actually incurred by such person in
connection with such action, suit or proceeding to the full
extent permissible under the Maryland General Corporation Law,
the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, including without limitation the
provisions of Sections 17(h) and (i) thereof, as those
statutes are now or hereafter in force, except that such
indemnity shall not protect any such person against any
liability to the Corporation or any stockholder thereof to
which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").

	SECTION 2.  Advances.  Any current or former director or
officer of the Corporation claiming indemnification within the
scope of this Article V shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in
the manner and to the full extent permissible under the
Maryland General Corporation Law, the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, including
without limitation the provisions of Sections 17(h) and (i)
thereof, as those statutes are now or hereafter in force;
provided however, that the person seeking indemnification
shall provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met and a written
undertaking to repay any such advance, if it should ultimately
be determined that the standard of conduct has not been met,
and provided further that at least one of the following
additional conditions is met:  (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940 nor
parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written
opinion, shall determine, based on a review of facts readily
available to the Corporation at the time the advance is
proposed to be made, that there is reason to believe that the
person seeking indemnification will ultimately be found to be
entitled to indemnification.

	SECTION 3.  Procedure.  At the request of any current or
former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors
shall determine, or cause to be determined, in a manner con-
sistent with the Maryland General Corporation Law, the
Securities Act of 1933, as amended, and the Investment Company
Act of 1940, including without limitation the provisions of
Sections 17(h) and (i) thereof, as those statutes are now or
hereafter in force, whether the standards required by this
Article V have been met; provided, however, that
indemnification shall be made only following:  (a) a final
decision on the merits by a court or other body before whom
the proceeding was brought that the person to be indemnified
was not liable by reason of disabling conduct or (b) in the
absence of such a decision, a reasonable determination, based
upon a review of the facts, that the person to be indemnified
was not liable by reason of disabling conduct, by (i) the vote
of a majority of a quorum of disinterested non-party directors
or (ii) an independent legal counsel in a written opinion.

	SECTION 4.  Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the
procedures set forth in this Article V to the extent
permissible under the Maryland General Corporation Law, the
Securities Act of 1933, as amended, and the Investment Company
Act of 1940, including without limitation the provisions of
Sections 17(h) and (i) thereof, as those statutes are now or
hereafter in force, and to such further extent, consistent
with the foregoing, as may be provided by action of the Board
of Directors or by contract.
	SECTION 5.  Other Rights.  The Board of Directors may
make further provision consistent with law for indemnification
and advance of expenses to directors, officers, employees and
agents by resolution, agreement or otherwise.  The
indemnification provided by this Article V shall not be deemed
exclusive of any other right, with respect to indemnification
or otherwise, to which those seeking such indemnification may
be entitled under any insurance or other agreement, vote of
stockholders or disinterested directors or otherwise, both as
to action by a director or officer of the Corporation in his
official capacity and as to action by such person in another
capacity while holding such office or position, and shall
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
	SECTION 6.  Insurance.  The Corporation shall have the
power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Corporation, or who, while a director, officer, employee
or agent of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, against any liability asserted against and
incurred by him in any such capacity, or arising out of his
status as such, provided that no insurance may be obtained by
the Corporation for liabilities against which it would not
have the power to indemnify him under this Article V or
applicable law.
ARTICLE VI
SEAL
	The seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland" and
any emblem or device approved by the Board of Directors.  The
seal may be used by causing it or a facsimile to be impressed
or affixed or in any other manner reproduced, or by placing
the word "(seal)" adjacent to the signature of the authorized
officer of the Corporation.

ARTICLE VII
FISCAL YEAR
	The Corporation's fiscal year shall be fixed by the Board
of Directors.

ARTICLE VIII
RATIFICATION
	The Board of Directors or the stockholders may ratify and
make binding on the Corporation any action or inaction by the
Corporation or its officers to the extent that the Board of
Directors or the stockholders could have originally authorized
the matter.

ARTICLE IX
AMENDMENTS
	These Bylaws may be amended or repealed exclusively by
the affirmative vote of a majority of the Board of Directors
at any regular or special meeting of the Board of Directors,
subject to the requirements of the Investment Company Act of
1940; provided, however, that no amendment of these Bylaws
shall affect any right of any person under Article V hereof
based on any event, omission or proceeding prior to the
amendment.


							As amended and restated,
							September ___, 2008


32

48
BA0/210636.01


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