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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000913662-06-000004.txt : 20060829
<SEC-HEADER>0000913662-06-000004.hdr.sgml : 20060829
<ACCEPTANCE-DATETIME>20060829125908
ACCESSION NUMBER:		0000913662-06-000004
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060630
FILED AS OF DATE:		20060829
DATE AS OF CHANGE:		20060829
EFFECTIVENESS DATE:		20060829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHILE FUND INC
		CENTRAL INDEX KEY:			0000846676
		IRS NUMBER:				222990009
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05770
		FILM NUMBER:		061061448

	BUSINESS ADDRESS:	
		STREET 1:		C/O CREDIT SUISSE ASSET MGMT, LLC
		STREET 2:		466 LEXINGTON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2128753500

	MAIL ADDRESS:	
		STREET 1:		CREDIT SUISSE ASSET MGMT, LLC
		STREET 2:		466 LEXINGTON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>chans06-06.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 06/30/2006
000 C000000 0000846676
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE CHILE FUND, INC.
001 B000000 811-5770
001 C000000 8002931232
002 A000000 466 LEXINGTON AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10017
002 D020000 3110
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 CREDIT SUISSE ASSET MANAGEMENT, LLC
008 B000001 A
008 C000001 801-37170
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10017
008 A000002 CELFIN CAPITAL SERVICIOS FINANCIEROS S.A.
008 B000002 S
008 C000002 801-60662
008 D010002 SANTIAGO
008 D050002 CHILE
010 A000001 BEAR STEARNS FUNDS MANAGEMENT INC.
010 B000001 801-29862
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10179
010 A000002 CELFIN CAPITAL S.A. ADMINISTRADORA DE FONDOS
010 C010002 SANTIAGO
<PAGE>      PAGE  2
010 C050002 CHILE
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-10813
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
014 A000001 CREDIT SUISSE SECURITIES (USA) LLC
014 B000001 8-000422
014 A000002 CREDIT SUISSE CAPITAL LLC
014 B000002 8-052352
014 A000003 SWISS AMERICAN SECURITIES INC.
014 B000003 8-017582
014 A000004 CREDIT SUISSE (UK) LTD.
014 B000004 8-00000
014 A000005 CREDIT SUISSE SECURITIES (CANADA) INC.
014 B000005 8-00000
014 A000006 CREDIT SUISSE SECURITIES (EUROPE) LTD.
014 B000006 8-00000
014 A000007 CREDIT SUISSE (USA), INC.
014 B000007 8-00000
014 A000008 CREDIT SUISSE FIRST BOSTON EQUITIES LTD.
014 B000008 8-00000
014 A000009 CREDIT SUISSE HOLDINGS (USA), INC.
014 B000009 8-00000
014 A000010 CSFB SECURITIES (JAPAN) LTD.
014 B000010 8-00000
014 A000011 CREDIT SUISSE (HONG KONG) LTD.
014 B000011 8-00000
014 A000012 CREDIT SUISSE SECURITIES (SINGAPORE) PTE LTD.
014 B000012 8-00000
014 A000013 CREDIT SUISSE (AUSTRALIA) LTD.
014 B000013 8-00000
014 A000014 CSFB MORTGAGE ACCEPTANCE CORP.
014 B000014 8-00000
014 A000015 CREDIT SUISSE SECURITIES LTD.
014 B000015 8-00000
014 A000016 CS (BRASIL) SA CORRETORA DE TITULOS E VAL MOB
014 B000016 8-00000
014 A000017 BANCO CREDIT SUISSE (MEXICO), SA
014 B000017 8-00000
014 A000018 CREDIT SUISSE GROUP
014 B000018 8-00000
014 A000019 DELETE
014 A000020 BANK HOFMANN AG
014 B000020 8-00000
014 A000021 BANK LEU AG
014 B000021 8-00000
<PAGE>      PAGE  3
014 A000022 BGP BANCA DI GESTIONE PATRIMONIALE SA
014 B000022 8-00000
014 A000023 CASA DE BOLSA CSFB (MEXICO), S.A. DE C.V.
014 B000023 8-00000
014 A000024 CREDIT SUISSE
014 B000024 8-00000
014 A000025 CLARIDEN BANK
014 B000025 8-00000
014 A000026 CLARIDEN BANK (GUERNSEY) LTD.
014 B000026 8-00000
014 A000027 CLARIDEN TRUST (CAYMAN) LTD.
014 B000027 8-00000
014 A000028 CREDIT SUISSE (SINGAPORE) LTD.
014 B000028 8-00000
014 A000029 CREDIT SUISSE FIDES
014 B000029 8-00000
014 A000030 CREDIT SUISSE (BAHAMAS) LTD.
014 B000030 8-00000
014 A000031 CREDIT SUISSE (DEUTSCHLAND) AKTIENGESELLSCHAF
014 B000031 8-00000
014 A000032 CREDIT SUISSE (GIBRALTAR) LTD.
014 B000032 8-00000
014 A000033 CREDIT SUISSE (GUERNSEY) LTD.
014 B000033 8-00000
014 A000034 CREDIT SUISSE (ITALY) S.P.A.
014 B000034 8-00000
014 A000035 CREDIT SUISSE (LUXEMBOURG) SA
014 B000035 8-00000
014 A000036 CREDIT SUISSE (MONACO) S.A.M.
014 B000036 8-00000
014 A000037 ZOA BANK CREDIT SUISSE FIRST BOSTON
014 B000037 8-00000
014 A000038 DELETE
014 A000039 CSFB (ARGENTINA) TRADING S.A.
014 B000039 8-00000
014 A000040 CREDIT SUISSE INVESTMENT BANK (BAHAMAS) LTD.
014 B000040 8-00000
014 A000041 CREDIT SUISSE FUTURES (HONG KONG) LTD.
014 B000041 8-00000
014 A000042 CREDIT SUISSE SECURITIES (HONG KONG) LTD.
014 B000042 8-00000
014 A000043 CSFB (INDIA) SECURITIES PRIVATE LTD.
014 B000043 8-00000
014 A000044 DELETE
014 A000045 BANK HOFMANN (OVERSEAS) LTD.
014 B000045 8-00000
014 A000046 CREDIT SUISSE EQUITIES (AUSTRALIA) LTD.
014 B000046 8-00000
014 A000047 CREDIT SUISSE BRAZIL (BAHAMAS) LTD.
014 B000047 8-0000000
014 A000048 DELETE
<PAGE>      PAGE  4
014 A000049 CREDIT SUISSE (BRASIL) DIST DE TITULOS E VAL
014 B000049 8-00000
014 A000050 CREDIT SUISSE INTERNATIONAL
014 B000050 8-00000
014 A000051 DELETE
014 A000052 NEUE AARGAUER BANK
014 B000052 8-00000
014 A000053 CREDIT SUISSE SECURITIES (THAILAND) LTD.
014 B000053 8-00000
014 A000054 CSFB SOCIEDAD DE VALORES S.A.
014 B000054 8-00000
014 A000055 CREDIT SUISSE (FRANCE)
014 B000055 8-00000
014 A000056 CREDIT SUISSE PRIVATE ADVISORS
014 B000056 8-053440
014 A000057 PT CREDIT SUISSE FIRST BOSTON INDONESIA
014 B000057 8-00000
014 A000058 CREDIT SUISSE (INTERNATIONAL) HOLDING AG
014 B000058 8-00000
014 A000059 CREDIT SUISSE ASSET MGMT SECURITIES, INC.
014 B000059 8-032842
014 A000060 CREDIT SUISSE (HOLDINGS) AUSTRALIA LTD.
014 B000060 8-00000
015 A000001 BROWN BROTHERS HARRIMAN & CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02109
015 E010001 X
015 A000002 CITIBANK, SANTIAGO
015 B000002 S
015 C010002 SANTIAGO
015 D010002 CHILE
015 E040002 X
015 A000003 HSBC BANK PLC
015 B000003 S
015 C010003 LONDON
015 D010003 UNITED KINGDOM
015 E040003 X
015 A000004 THE ROYAL BANK OF CANADA
015 B000004 S
015 C010004 TORONTO
015 D010004 CANADA
015 E040004 X
015 A000005 ROYAL BANK OF SCOTLAND, LONDON
015 B000005 S
015 C010005 LONDON
015 D010005 UNITED KINGDOM
015 E040005 X
018  000000 Y
019 A000000 Y
<PAGE>      PAGE  5
019 B000000    7
019 C000000 CSAMCLOSED
020 A000001 CELFIN S.A.
020 C000001     56
020 A000002 GARDEWEG
020 C000002     36
020 A000003 SANTANDER INVESTMENT SECURITIES INC.
020 B000003 13-3777308
020 C000003      5
020 A000004 UBS SECURITIES INC.
020 C000004      2
020 A000005 KNIGHT EQUITY MARKETS, LP
020 C000005      1
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000      100
022 A000001 BROWN BROTHERS HARRIMAN & CO.
022 B000001 13-4973745
022 C000001     96851
022 D000001    124983
022 A000002 CELFIN S.A.
022 C000002      9640
022 D000002     13372
022 A000003 GARDEWEG
022 C000003      1361
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023 C000000     107852
023 D000000     138355
024  000000 N
025 A000001 DELETE
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025 D000002       0
025 D000003       0
025 D000004       0
<PAGE>      PAGE  6
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026 H000000 N
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<PAGE>      PAGE  8
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074 Y000000        0
075 A000000        0
075 B000000   149044
076  000000    14.72
077 A000000 Y
077 Q010000 Y
078  000000 N
080 C000000        0
081 B000000   0
082 B000000        0
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
085 A000000 Y
085 B000000 N
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086 A020000      0
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086 B020000      0
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086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 THE CHILE FUND, INC.
087 A020000 168834109
087 A030000 CH
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   MICHAEL PIGNATARO
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>ch.txt
<TEXT>
Exhibit 77 Q1 A
AMENDED AND RESTATED BYLAWS
OF
THE CHILE FUND, INC.

BYLAW-ONE:  NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

Article 1.1.  Name.  The name of the Company is The Chile Fund, Inc.
Article 1.2.  Principal Offices.  The principal office of the
Company in the State of Maryland shall be located in Baltimore,
Maryland.  The Company may, in addition, establish and maintain
such other offices and places of business within or outside the
State of Maryland as the Board of Directors may from time to time
determine.
Article 1.3.  Seal.  The corporate seal of the Company shall be
circular in form and shall bear the name of the Company, the year
of its incorporation and the words Corporate Seal, Maryland.
The form of the seal shall be subject to alteration by the Board
of Directors and the seal may be used by causing it or a facsimile
to be impressed or affixed or printed or otherwise reproduced.
Any Officer or Director of the Company shall have authority to
affix the corporate seal of the Company to any document requiring
the same.
BYLAW-TWO:  STOCKHOLDERS.
Article 2.1.  Place of Meetings.  All meetings of the Stockholders
shall be held at such place within the United  States, whether
within or outside the State of Maryland, as the Board of Directors
shall determine, which shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Article 2.2.  Annual Meeting.  Commencing in 1990, the annual
meeting of the Stockholders of the Company shall be held at such
place as the Board of Directors shall select on such date, during
the 31-day period ending four months after the end of the Company's
fiscal year, as may be fixed by the Board of Directors each year,
at which time the Stockholders shall elect Directors by a plurality
of votes cast, and transact such other business as may properly
come before the meeting.  Any business of the Company may be
transacted at the annual meeting without being specially designated
in the notice except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws.
Article 2.3.  Special Meetings.  Special meetings of the
Stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation,
may be called by resolution of the Board of Directors or by
the President, and shall be called by the Secretary at the
request of a majority of the Board of Directors or at the
request, in writing, of Stockholders holding at least a majority
of the votes entitled to be cast at the meeting upon payment by
such Stockholders to the Company of the reasonably estimated cost
of preparing and mailing a notice of  the meeting (which estimated
cost shall be provided to such Stockholders by the Secretary of
the Company).  A written request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be
acted upon at it.  At any special meeting of the Stockholders,
only such business shall be conducted as shall be properly brought
before the meeting and has been indicated in the notice of meeting
given in accordance with Article 2.4 of these Bylaws.  The
chairman of the special meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting or is not a proper subject
for the meeting; any such business shall not be considered or
transacted.
Article 2.4.  Notice.  Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting
is called, the time when and the place where it is to be held,
shall be served, either personally or by mail, not less than ten
nor more than ninety days before the meeting, upon each Stockholder
as of the record date fixed for the meeting who is entitled to
notice of or to vote at such meeting.  If mailed (i) such notice
shall be directed to a Stockholder at his address as it shall
appear on the books of the Company (unless he shall have filed
with the Transfer Agent of the Company a written request that
notices intended for him be mailed to some other address, in
which case it shall be mailed to the address designated in such
request) and (ii) such notice shall be deemed to have been given
as of the date when it is deposited in the United States mail
with first-class postage thereon prepaid.
Article 2.5.  Notice of Stockholder Business at Annual Meetings.
(a) At any annual meeting of the Stockholders, only such business
shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, the
business must (i) be specified in the notice of meeting or any
supplement thereto) given by or at the direction of the Board of
Directors, (iI) otherwise be properly brought before the meeting
by or at the direction of the Board of Directors, or (iii) otherwise
(x) be properly brought before the meeting by a Stockholder who
is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Article 2.5 and who is a Stockholder
of record at the time such notice is delivered to the Secretary
of the Company, and y constitute a proper subject to be brought
before the meeting.
(b) For business to be properly brought before an annual meeting
by a Stockholder, the Stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely,
such notice must be delivered to or mailed and received at the
principal executive offices of the Company not later than 45 days
before the date in the then current year corresponding to the
date on which the Company first mailed its notice and proxy
materials for the annual meeting held in the prior year; 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 preceding year's annual meeting, notice by such Stockholder
to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or
public announcement of the date of such meeting was given or made.
In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for thegiving of a Stockholder's
notice as described above.
(c) Any such notice by a Stockholder shall set forth as to
each matter the Stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address,
as they appear on the Company's books, of the Stockholder proposing
such business, (iii) the class and number of shares of the capital
stock of the Company which are beneficially owned by the
Stockholder, (iv) a representation that the Stockholder is a holder
of record of shares of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to
present such business, (v) whether the Stockholder intends or is
part of a group which intends to solicit proxies from other
Stockholders in support of such business, and (vi) any material
interest of the Stockholder in such business.
(d)  Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Article 2.5.
The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that (i) the business
proposed to be brought before the meeting is not a proper subject
thereof and/or (ii) such business was not properly brought before
the meeting in accordance with the provisions of this Article 2.5,
and, if he should so determine, he shall so declare to the meeting
that any such business shall not be considered or transacted.
(e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Bloomberg or comparable news service
or in a document publicly filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934 or the Investment Company Act of 1940, as amended.
Article 2.6.  Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote, present in person
or represented by proxy, shall be requisite and shall constitute
a quorum at all meetings of the Stockholders for the transaction
of business except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum shall
not be present or represented, the Stockholders entitled to vote
thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, to a date not more than
120 days after the original record date, until a quorum shall be
present or represented.  At such adjourned meeting, at which a
quorum shall be present or represented, any business which might
have been transacted at the original meeting may be transacted.
Article 2.7.  Vote of the Meeting.  When a quorum is present or
represented at any meeting, the vote of the holders of a majority
of the votes cast shall decide any question brought before such
meeting (except with respect to election of directors which shall
be by a plurality of votes cast), unless the question is one
upon which, by express provisions of applicable statutes, of
the Articles of Incorporation or of these Bylaws, a different
vote is required, in which case such express provisions shall
govern and control the decision of such question.
Article 2.8.  Voting Rights of Stockholders.  Each Stockholder
of record having the right to vote shall be entitled at every
meeting of the Stockholders of the Company to one vote for each
share of stock having voting power standing in the name of such
Stockholder on the books of the Company on the record date fixed
in accordance with Article 6.5 of these Bylaws, with pro rata
voting rights for any fractional shares, and such votes may be
cast either in person or by written proxy.
Article 2.9.  Organization.  At every meeting of the Stockholders,
the Chairman of the Board, or in his absence or inability to act,
the President or a Vice President of the Company, shall act as
chairman of the meeting.  The Secretary, or in his absence or
inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the
minutes of the meeting.
The Board of Directors of the Company shall be entitled to
make such rules or regulations for the conduct of meetings
of Stockholders as it shall deem necessary or appropriate.
Subject to such rules and regulations of the Board of Directors,
if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman,
are necessary or appropriate for the proper conduct of the
meeting, including, without limitation, establishing an order
of business for the meeting, rules and procedures for maintaining
order at the meeting and the safety of those present, limitations
on participation in such meeting to Stockholders of record of
the Company and their duly authorized and constituted proxies,
and such other persons as the chairman shall permit, limitations
on the time allotted to questions or comments by participants
and regulation of the opening and closing of the polls for
balloting and matters which are to be voted on by ballot.
Article 2.10.  Proxies.  Every proxy must be executed in writing
by the Stockholder or by his duly authorized attorney-in-fact.
No proxy shall be valid after the expiration of eleven months
from the date of its execution unless it shall have specified
therein its duration.  Every proxy shall be revocable at the
pleasure of the person executing it or of his personal
representatives or assigns.  Proxies shall be delivered prior
to the meeting to the Secretary of the Company or to the person
acting as Secretary of the meeting before being voted.  A proxy
with respect to stock held in the name of  two or more persons
shall be valid if executed by one of them unless, at or prior to
exercise of such proxy, the Company receives a specific written
notice to the contrary from any one of them.  A proxy purporting
to be executed by or on behalf of a Stockholder shall be deemed
valid unless challenged at or prior to its exercise.
Article 2.11.  Stock Ledger and List of Stockholders.  It shall
be the duty of the Secretary or Assistant Secretary of the Company
to cause an original or duplicate stock ledger to be maintained
at the office of the Company's Transfer Agent.
Article 2.12.  Action without Meeting.  Any action to be taken
by Stockholders may be taken without a meeting if (1) all
Stockholders entitled to vote on the matter consent to the action
in writing, (2) all Stockholders entitled to notice of the
meeting but not entitled to vote at it sign a written waiver
of any right to dissent and (3) said consents and waivers are
filed with the records of the meetings of Stockholders.  Such
consent shall be treated for all purposes as a vote at a meeting.
BYLAW-THREE:  BOARD OF DIRECTORS.
Article 3.1.  General Powers.  Except as otherwise provided in
the Articles of Incorporation, the business and affairs of the
Company shall be managed under the direction of the Board of
Directors.  All powers of the Company 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 Articles of
Incorporation or by these Bylaws.
Article 3.2.  Board of Three to Nine Directors.  The Board of
Directors shall consist of not less than three (3) nor more than
nine (9) Directors; provided that if there are less than three
stockholders, the number of Directors may be less than three but
not less than the number of stockholders or one, if less.
Directors need not be Stockholders.  The majority of the entire
Board of Directors shall have power from time to time to increase
or decrease the number of Directors.  If the number of Directors
is increased, the additional Directors may be elected by a majority
of the Directors in office at the time of the increase.  If such
additional Directors are not so elected by the Directors in office
at the time they increase the number of places on the Board, or
if the additional Directors are elected by the existing Directors
prior to the first meeting of the Stockholders of the Company,
then in either of such events the additional Directors shall be
elected or reelected by the Stockholders at their nextannual
meeting or at an earlier special meeting called for that purpose.
Beginning with the first annual meeting of Stockholders held after
the initial public offering of the shares of the Company (the
initial annual meeting"), the Board of Directors shall be divided
into three classes: Class I, Class II and Class III. The terms of
office of the classes of Directors  elected at the initial annual
meeting shall expire at the times of the annual meetings of the
Stockholders as follows: Class I on the next annual meeting,
Class II on the second next annual meeting and Class III on the
third next annual meeting, or thereafter in each case when their
respective successors are elected and qualified.  At each
subsequent annual election, the Directors chosen to succeed those
whose terms are expiring shall be identified as being of the same
class as the Directors whom they succeed, and shall be elected
for a term expiring at the time of the third succeeding annual
meeting of Stockholders, or thereafter in each case when their
respective successors are elected and qualified.  The number of '
directorships shall be apportioned among the classes so
as to maintain the classes as nearly equal in number as possible.
Article 3.3.  Director Nominations.
(a)  Only persons who are nominated in accordance with the
procedures set forth in this Article 3.3 shall be eligible
for election or re-election as Directors.  Nominations of persons
for election or re-election to the Board of Directors of the
Company may be made at an annual meeting of Stockholders or at
a special meeting of Stockholders as to which the Company's
notice of the meeting provides for election of directors, by or
at the direction of the Board of Directors or by any Stockholder
of the Company who is entitled to vote for the election of such
nominee at the meeting, who complies with the notice procedures
set forth in this Article 3.3 and who is a Stockholder of record
at the time such notice is delivered to the Secretary of the
Company.
(b)  Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to
timely notice delivered in writing to the Secretary of the
Company. To be timely, (i) any notice of nomination(s) by a
Stockholder given in connection with an annual meeting must be
delivered to or mailed and received at the principal executive
offices of the Company not later than 45 days before the date
in the then current year corresponding to the date on which the
Company first mailed its notice and proxy materials for the
annual meeting held in the prior year; 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 preceding year's annual meeting, notice by such Stockholder
to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or
public announcement of the date of such meeting was given or
made, and (ii) any notice of nomination(s) given in
connection with a special meeting as to which
the Company's notice of the meeting provides for election of
directors must be delivered to or mailed and received at the
principal executive offices of the Company not later than 60
days prior to the date of the meeting; provided, however, that
if less than 70 days notice or prior public disclosure of the
date of such special meeting is given or made to Stockholders,
any such notice by a Stockholder to be timely must be so received
not later than the close of business on the 10th day following
the day on which notice of the date of such special meeting was
given or such public disclosure was made.  In no event shall the
public announcement of an adjournment of a meeting commence a
new time period for the giving of a Stockholder's notice of
nomination(s) as described above.
(c) Any such notice by a Stockholder shall set forth (i) as
to each person whom the Stockholder proposes to nominate for
election or re-election as a Director, (A) the name, age, business
address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number
of shares of the capital stock of the Company which are
beneficially owned by such person and (D) any other information
relating to such person that is required to be disclosed in
solicitations of proxies for the election of Directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934 or
any successor regulation thereto (including without limitation
such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected and whether
any person intends to seek reimbursement from the Company of the
expenses of any solicitation of proxies should such person be
elected a Director of the Company); and (ii) as to the
Stockholder giving the notice (A) the name and address, as they appear on the
Company's books, of such Stockholder, (B) the class and number
of shares of the capital stock of the Company which are
beneficially owned by such Stockholder, (C) a representation
that the Stockholder is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to present such nomination(s)
and (D) whether the Stockholder intends or is part of a group
which intends to solicit proxies from other Stockholders in
support of such nomination(s).  At the request of the Board of
Directors any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary of the
Company that information required to be set forth in a
Stockholder's notice of nomination which pertains to the
nominee.
(d)  If a notice by a Stockholder is required to be given
pursuant to this Article 3.3, no person shall be entitled to
receive reimbursement from the Company of the expenses of a
solicitation of proxies for the election as a Director of a
person named in such notice unless such notice states that
such reimbursement will be sought from the Company and the
Board of Directors approves such reimbursement.  The chairman
of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and,
if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded for all
purposes.
Article 3.4.  Vacancies.  Subject to the provisions of the
Investment Company Act of 1940, as amended, if the office of
any Director or Directors becomes vacant for any reason
(other than an increase in the number of Directors as provided
for in Article 3.2), the Directors in office, although less
than a quorum, shall continue to act and may choose a successor
or successors, who shall hold office until the next annual
meeting of Stockholders and until his successor is elected
and qualifies, or any vacancy may be filled by the Stockholders
at any meeting thereof.
Article 3.5.  Removal.  At any meeting of Stockholders duly
called and at which a quorum is present, the Stockholders may,
by the affirmative vote of the holders of at least three-fourths
of the votes entitled to be cast thereon, remove any Director
or Directors from office, with or without cause, and may elect
a successor or successors to fill any resulting vacancies for
the unexpired term of the removed Director.
Article 3.6.  Resignation.  A Director may resign at any time
by giving written notice of his resignation to the Board of
Directors or the Chairman of the Board or the Secretary of the
Company.  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.
Article 3.6A.  Honorary Directors.
(a)  Number; Qualification; Term.  The Board of Directors may
from time to time designate and appoint one or more qualified
persons to the position of "honorary director."  Each honorary
director shall serve for a one-year term.  An honorary director
may be removed from such position with or without cause by the
vote of a majority of the Board of Directors given at any regular
meeting or special meeting.
(b)  Duties; Remuneration.  An honorary director shall be entitled
to attend at least one meeting of the Board of Directors each
fiscal year at the invitation of the Board of Directors.  An
honorary director shall not be a "Director" or "officer" within
the meaning of the Corporation's Articles of Incorporation or
of these By-Laws, shall not be deemed to be a member of an
advisory board" within the meaning of the Investment Company
Act of 1940, as amended from time to time, shall not hold himself
out as any of the foregoing, and shall not be liable to any person
for any act of the Corporation.  Notice of special meetings may
be given to an honorary director but the failure to give such
notice shall not affect the validity of any meeting or the action
taken thereat.
An honorary director shall not have the powers of a Director,
may not vote at meetings of the Board of Directors and shall
not take part in the operation or governance of the Corporation.
An honorary director shall not receive any compensation but shall
be reimbursed for expenses incurred in attending meetings of the
Board of Directors.
Article 3.7.  Place of Meetings.  The Directors may hold their
meetings at the principal office of the Company or at such other
places, either within or outside the State of Maryland, as they
may from time to time determine.
Article 3.8.  Regular Meetings.  Regular meetings of the Board
may be held at such date and time as shall from time to time be
determined by the Board.
Article 3.9.  Special Meetings.  Special meetings of the Board
may be called by order of the Chairman of the Board on one day's
notice given to each Director either in person or by mail,
telephone, telegram, cable or wireless to each Director at his
residence or regular place of business.  Special meetings will
be called by the Chairman of the Board or the Secretary in a like
manner on the written request of a majority of the Directors.
Article 3.10.  Quorum.  At all meetings of the Board, the presence
of one-third of the entire Board of Directors (but not less than
two Directors unless the Board of Directors shall consist of only
one Director in which event that one Director shall constitute
a quorum) shall be necessary to constitute a quorum and sufficient
for the transaction of business, and any act of a majority present
at a meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be specifically provided by
statute, by the Articles of Incorporation or by these Bylaws.
If a quorum shall not be present at any meeting of Directors,
the Directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Article 3.11.  Organization.  The Board of Directors shall
designate one of its members, who is not an "interested person"
of the Company (as defined in the Investment Company Act of 1940,
as amended), to serve as Chairman of the Board.  The Chairman of
the Board shall preside at each meeting of the Board.  In the
absence or inability of the Chairman of the Board 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.
Article 3.12.  Informal Action by Directors and Committees.  Any
action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may, except as
otherwise required by statute, be taken without a meeting if a
written consent to such action is signed by all members of the
Board, or of such committee, as the case may be, and filed with
the minutes of the proceedings of the Board or committee.  Subject
to the Investment Company Act of 1940, as amended, members of the
Board of Directors or a committee thereof may participate in a
meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each
other at the same time.
Article 3.13.  Executive Committee.  There may be an Executive
Committee of two or more Directors appointed by the Board who may
meet at stated times or on notice to all by any of their own
number.  The Executive Committee shall consult with and advise
the Officers of the Company in the management of its business
and exercise such powers of the Board of Directors as may be
lawfully delegated by the Board of Directors.  Vacancies shall
be filled by the Board of Directors at any regular or special
meeting.  The Executive Committee shall keep regular minutes of
its proceedings and report the same to the Board when required.
Article 3.14.  Audit Committee.  There shall be an Audit Committee
of two or more Directors who are not "interested persons" of the
Company (as defined in the Investment Company Act of 1940, as
amended) appointed by the Board who may meet at stated times or
on notice to all by any of their own number.  The Committee's
duties shall include reviewing both the audit and other work of
the Company's independent accountants, recommending to the Board
of Directors the independent accountants to be retained, and
reviewing generally the maintenance and safekeeping of the
Company's records and documents.
Article 3.15.  Other Committees.  The Board of Directors may
appoint other committees composed of one or more members which
shall in each case consist of such number of members and shall
have and may exercise, to the extent permitted by law, such powers
as the Board may determine in the resolution appointing them.  A
majority of all members of any such committee may determine its
action, and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide.  The Board of Directors
shall have power at any time to change the members and, to the
extent permitted by law, to change the powers of any such
committee, to fill vacancies and to discharge any such committee.
Article 3.16.  Compensation of Directors.  The Board may, by
resolution, determine what compensation and reimbursement of
expenses of attendance at meetings, if any, shall be paid to
Directors in connection with their service on the Board.
Nothing herein contained shall be construed to preclude any
Director from serving the Company in any other capacity or from
receiving compensation therefor.
BYLAW-FOUR:  OFFICERS.
Article 4.1.  Officers.  The Officers of the Company shall be
fixed by the Board of Directors and shall include a President,
Vice President, Secretary and Treasurer.  Any two offices may
be held by the same person except the offices of President and
Vice President.  A person who holds more than one office in the
Company may not act in more than one capacity to execute,
acknowledge or verify an instrument required by law to be
executed, acknowledged or verified by more than one officer.
Article 4.2.  Appointment of Officers.  The Directors shall appoint
the Officers, who need not be members of the Board.
Article 4.3.  Additional Officers.  The Board may appoint such
other Officers and agents as it shall deem necessary who shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board.
Article 4.4.  Salaries of Officers.  The salaries of all Officers
of the Company shall be fixed by the Board of Directors.
Article 4.5.  Term, Removal, Vacancies.  The Officers of the
Company shall serve at the pleasure of the Board of Directors and
hold office for one year and until their successors are chosen
and qualify in their stead.  Any Officer elected or appointed by
the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Directors.  If the office
of any Officer becomes vacant for any reason, the vacancy shall
be filled by the Board of Directors.
Article 4.6.  President.  The President shall be the chief
executive officer of the Company, shall, subject to the supervision
of the Board of Directors, have general responsibility for the
management of the business of the Company and shall see that all
orders and resolutions of the Board are carried into effect.
Article 4.7.  Vice President.  Any Vice President shall, in the
absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
Article 4.8.  Treasurer.  The Treasurer 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
Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories
as may be designated by the Board of Directors.  He shall disburse
the funds of the Company as maybe ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the
Chairman of the Board and Directors at the regular meetings of
the Board, or whenever they may require it, an account of the
financial condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer
as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, may perform all the duties of
the Treasurer.
Article 4.9.  Secretary.  The Secretary shall attend meetings
of the Board and meetings of the Stockholders and record all
votes and the minutes of all proceedings in a book to be kept
for that purpose, and shall perform like duties for the
Executive Committee of the Board when required.  He 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 Board of Directors.
He shall keep in safe custody the seal of the Company and affix
it to any instrument when authorized by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in
the absence of the Secretary, may perform all the duties of
the Secretary.
Article 4.10.  Subordinate Officers.  The Board of Directors
from time to time may appoint such other officers or agents
as it may deem advisable, each of whom shall serve at the
pleasure of the Board of Directors and have such title, hold
office for such period, have such authority and perform such
duties as the Board of Directors may determine.  The Board of
Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents and to prescribe their respective rights,
terms of office, authorities and duties.
Article 4.11.  Surety Bonds.  The Board of Directors may
require any officer or agent of the Company to execute a bond
(including, without limitation, any bond required by the
Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission)
to the Company in such sum and with such surety or sureties
as the Board of Directors may determine, conditioned upon the
faithful performance of his duties to the Company, including
responsibility for negligence and for the accounting of any of
the Company's property, funds or securities that may come into
his hands.
BYLAW-FIVE:  GENERAL PROVISIONS.
Article 5.1.  Waiver of Notice.  Whenever the Stockholders or
the Board of Directors are authorized by statute, the provisions
of the Articles of Incorporation or these Bylaws to take any
action at any meeting after notice, such notice may be waived,
in writing, before or after the holding of the meeting, by the
person or persons entitled to such notice, or, in the case of a
Stockholder, by his duly authorized attorney-in-fact.  Such
notice is also waived if the person entitled to the notice is
present at the meeting in person, or, in the case of a
stockholder, by proxy.
Article 5.2.  Indemnity.
(a)  The Company shall indemnify its directors to the fullest
extent that indemnification of directors is permitted by the
Maryland General Corporation Law.  The Company shall indemnify
its officers to the same extent as its directors and to such
further extent as is consistent with law.  The Company shall
indemnify its directors and officers who while serving as
directors or officers also serve at the request of the Company
as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the fullest
extent consistent with law.  The indemnification and other
rights provided by this Article shall continue as to a person
who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such
a person.  This Article shall not protect any such person against
any liability to the Company or any Stockholder thereof to
which such person would otherwisebe 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").
(b)  Any current or former director or officer of the Company
seeking indemnification within the scope of this Article shall
be entitled to advances from the Company for payment of the
reasonable expenses incurred by him in connection with the
matter as to which he is seeking indemnification in the manner
and to the fullest extent permissible under the Maryland General
Corporation Law.  The person seeking indemnification shall provide
to the Company a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by
the Company has been met and a written undertaking to repay any
such advance if it should ultimately be determined that the
standard of conduct has not been met.  In addition, at least
one of the following conditions shall be met: (i) the person
seeking indemnification shall provide security in form and
amount acceptable to the Company for his undertaking; (ii) the
Company is insured against losses arising by reason of the
advance; or (iii) a majority of a quorum of directors of the
Company who are neither
"interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to
the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to
the Company 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.
(c)  At the request of any person claiming indemnification
under this Article, the Board of Directors shall determine,
or cause to be determined, in a manner consistent with the
Maryland General Corporation Law, whether the standards required
by this Article have been met.
Indemnification shall be made only following: (i)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 (ii) 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 (a) the vote of a majority of a
quorum of disinterested non-party directors or (b) an independent
legal counsel in a written opinion.
(d)  Employees and agents who are not officers or directors of
the Company may be indemnified, and reasonable expenses may be
advanced to such employees or agents, as may be provided by action
of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.
(e)  The Board of Directors may make further provision consistent
with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or
otherwise.  The indemnification provided by this Article shall
not be deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking indemnification
may be entitled under any insurance or other agreement or
resolution of stockholders or disinterested directors or
otherwise.
(f)  References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940 as
from time to time amended.  No amendment of these Bylaws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Article 5.3.  Insurance.  The Company may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company or who, while a director,
officer, employee or agent of the Company, is or was serving at
the request of the Company as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise,
or employee benefit plan, against any liability asserted against
and incurred by such person in any such capacity or arising out
of such person's position; provided that no insurance may be
purchased by the Company on behalf of any person against any
liability to the Company or to its Stockholders to which he
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.
Article 5.4.  Checks.  All checks or demands for money and
notes of the Company 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.
Article 5.5.  Fiscal Year.  The fiscal year of the Company shall
be determined by resolution of the Board of Directors.
BYLAW-SIX:  CERTIFICATES OF STOCK.
Article 6.1.  Certificates of Stock.  The interest of each
Stockholder of the Company shall be evidenced by certificates
for shares of stock in such form as the Board of Directors may
from time to time prescribe.  The certificates shall be numbered
and entered in the books of the Company as they are issued.
They shall exhibit the holder's name and the number of whole
shares and no certificate shall be valid unless it has been
signed by the President a Vice President or the Chairman of
the Board of Directors and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and bears
the corporate seal.  Any or all of the signatures or the seal on
the certificate may be a facsimile, engraved or printed.  In
case any of the officers of the Company whose manual or facsimile
signature appears on any stock certificate delivered to a Transfer
 Agent of the Company shall cease to be such Officer prior to the
 issuance of such certificate, the Transfer Agent may nevertheless
 countersign  and deliver such certificate as though the
person signing the same or
whose facsimile signature appears thereon had not ceased to be
such officer, unless written instructions of the Company to the
contrary are delivered to the Transfer Agent.
Article 6.2.  Lost, Stolen or Destroyed Certificates.  The Board
of Directors, or the President together with the Treasurer or
Secretary, may direct a new certificate to be issued in place of
any certificate theretofore issued by the Company, alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed, or by his legal
representative.  When authorizing such issue of a new certificate,
the Board of Directors, or the President and Treasurer or
Secretary, may, in its or their discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it or
they shall require and/or give the Company a bond in such sum
and with such surety or sureties as it or they may direct as
indemnity against any claim that may be made against the Company
with respect to the certificate alleged to have been lost, stolen
or destroyed for such newly issued certificate.
Article 6.3.  Transfer of Stock.  Shares of the Company shall be
transferable on the books of the Company by the holder thereof
in person or by his duly authorized attorney or legal representative
upon surrender and cancellation of a certificate or certificates
for the same number of shares of the same class, duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, with such proof of the authenticity of
the signature as the Company or its agents may reasonably
require.  The shares of stock of the Company may be freely
transferred, and the Board of Directors may, from time to time,
adopt rules and regulations with reference to the method of
transfer of the shares of stock of the Company.
Article 6.4.  Registered Holder.  The Company shall be entitled
to treat the holder of record of any share or shares 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 shares on the part of any other person whether
or not it shall have express or other notice thereof, except as
expressly provided by statute.
Article 6.5.  Record Date.  The Board of Directors may fix a
time not less than 10 nor more than 90 days prior to the date
of any meeting of Stockholders or prior to the last day on which
the consent or dissent of Stockholders may be effectively expressed
for any purpose without a meeting, as the time as of which
Stockholders entitled to notice of, and to vote at, such a
meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be
determined; and all such persons who were holders of record
of voting stock at such time and no other shall be entitled to
notice of, and to vote at, such meeting or to express their
consent or dissent, as the case may be.  If no record date has
been fixed, the record date for the determination of
Stockholders entitled to notice of, or to vote at, a meeting of
Stockholders shall be the later of the close of business on the
day on which notice of the meeting is mailed or the thirtieth
day before the meeting, or, if notice is waived by all Stockholders,
at the close of business on the tenth
day next preceding the day on which the meeting is held.  The
Board of Directors may also fix a time not exceeding 90 days
preceding the date fixed for the payment of any dividend or the
making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change,
conversion or exchange of capital stock, as a record time for
the determination of the Stockholder entitled to receive any
such dividend, distribution, rights or interests.
Article 6.6.  Stock Ledgers.  The stock ledgers of the Company,
containing the names and addresses of the Stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Company or at the offices of the
Transfer Agent of the Company or at such other location as may
be authorized by the Board of Directors from time to time.
Article 6.7.  Transfer Agents and Registrars.  The Board of
Directors may from time to time appoint or remove Transfer
Agents and/or Registrars of transfers (if any), of shares of
stock of the Company, and it may appoint the same person as
both Transfer Agent and Registrar.  Upon any such appointment
being made, all certificates representing shares of capital
stock thereafter issued shall be countersigned by one of such
Transfer Agents or by one of such Registrars of transfers
(if any), or by both if such Transfer Agents or Registrars
are not the same person, and shall not be valid unless the
certificates are so countersigned.
If the same person shall be both Transfer Agent and Registrar,
only one countersignature by such person shall be required.
BYLAW-SEVEN:  AMENDMENTS.
Article 7.1.  General.  The Board of Directors, by affirmative
vote of a majority thereof, shall have the exclusive right
to make, amend, alter and repeal the Bylaws of the Company,
at any regular or special meeting, the notice or waiver of
notice of which shall have specified or summarized  the
proposed amendment, alteration, repeal or new Bylaw, except as
otherwise required by the Investment Company Act of 1940, as
amended.

Dated:  April 26, 2006






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