<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>CH_EX_77Q1.txt
<DESCRIPTION>BY-LAWS
<TEXT>
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      Pursuant to Article 7.1 of the Amended and
Restated By-Laws (the "By-Laws") of Aberdeen
Chile Fund, Inc. (formerly The Chile Fund, Inc.)
(the "Company"), Article 2.6 of the By-laws is
hereby amended and restated in its entirety as
follows:


   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, (a)  the  chairman of  the
meeting   or  (b)  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.

January 15, 2017

Amendment to the By-Laws
of
Aberdeen Chile Fund, Inc.

Pursuant to Article 7.1 of the Amended and Restated
By-laws (the "By-laws") of Aberdeen Chile Fund,
Inc. (formerly, The Chile Fund, Inc.) (the
"Company"), Article 2.2 of the By-laws is hereby
amended and restated in its entirety as follows:

Article 2.2.  Annual Meeting.  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 as may be fixed by the Board of Directors
each year, at which time the Stockholders shall elect
Directors, 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 of meeting except as otherwise provided by
statute, by the Articles of Incorporation or by these
Bylaws.

Further, Article 2.7. of the By-laws is hereby
amended and restated in its entirety as follows:

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 as provided in the following sentence with
respect to the election of directors and 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. With respect
to the election of directors by stockholders, each
director shall be elected by the vote of a majority of
the votes cast with respect to the director at any
meeting for the election of directors at which a
quorum is present, provided that if the number of
nominees for director, as determined by the
Secretary of the Company, exceeds the number of
directors to be elected, the directors shall be elected
by the vote of a plurality of the shares represented in
person or by proxy at any such meeting and entitled
to vote on the election of directors. For purposes of
this Article, a majority of the votes cast means that
the number of shares voted "for" a director must
exceed the number of votes cast "against" that
director (with any "abstentions" and "broker
nonvotes" not counted as a vote cast either "for" or
"against" that director's election).

Further, Article 3.6 of the By-laws is hereby
amended and restated in its entirety as follows:

Article 3.6.  Resignation.  A Director may resign at
any time by giving written notice of his or her
resignation to the Board of Directors or the
Chairman of the Board or 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, upon the
Board's acceptance of such resignation.  No
Director candidate shall be presented to shareholders
of the Company for election at any meeting that is
scheduled to occur after he or she has reached the
age of76. Each Director shall automatically be
deemed to retire from the Board at the next annual
shareholders' meeting following the date he or she
reaches the age of 76 years, even if his or her tenure
of office has not expired on that date. Where no
annual shareholders' meeting is held, the retiring
Director is deemed to retire at the conclusion of the
next regular quarterly Board meeting following the
date he or she reaches the age of 76.
Notwithstanding the above, in specific
circumstances, the Board may permit a director to
serve in office beyond the age of 76.


September 30, 2015

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      Pursuant to Article 7.1 of the Amended and
Restated By-Laws (the "By-Laws") of Aberdeen
Chile Fund, Inc. (formerly The Chile Fund, Inc.)
(the "Company"), Article 3.6 of the By-Laws is
hereby amended and restated in its entirety as
follows:

Resignation.  A Director may resign at any time by
giving written notice of his or her resignation to the
Board of Directors or the Chairman of the Board or
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.  No
Director
candidate shall be presented to shareholders of the
Company for election at any meeting that is
scheduled to occur after he or she has reached the
age of 76.  Each Director shall automatically be
deemed to retire from the Board at the next annual
shareholders' meeting following the date he or she
reaches the age of 76 years, even if his or her
tenure of office has not expired on that date.  Where
no annual shareholders' meeting is held, the retiring
Director is deemed to retire at the conclusion of the
next regular quarterly Board meeting following the
date he or she reaches the age of 76.


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Pursuant to a resolution duly adopted by the
Board of Directors of Aberdeen Chile Fund,
Inc. (the "Company"), effective December 7,
2010, the Article 2.2, of BY-LAW TWO of
the Fund's By-Laws were amended and
restated in their entirety as follows:

Annual Meeting. 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 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 of meeting except as
otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws.


AMENDMENT TO THE
AMENDED AND
RESTATED BYLAWS
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            Pursuant to a resolution duly
adopted by the Board of Directors of The Chile
Fund, Inc. (the "Company"), effective on May
17, 2007, the title of BYLAW-SIX and Articles
6.1, 6.2 and 6.3 of BYLAW-SIX of the
Company's Bylaws were amended and restated
in their entirety as set forth below.

"BYLAW-SIX:  STOCK.

            Article 6.1.   Issuance of Stock.
Stockholders of the Company are not entitled to
certificates representing the shares of stock held
by them.  Shares shall be issued and stock
ownership records shall be maintained in book-
entry form.  Whenever stock certificates are
surrendered to the Company, for transfer,
exchange or otherwise,  the shares of stock
issuable or outstanding upon such surrender
shall be represented by book-entry without
certificates.  When the Company issues or
transfers shares of stock without certificates, the
Company shall provide to record holders of
such shares a written statement of the
information required by the Maryland General
Corporation Law.  Such information may
include the name of the Company, the name of
the Stockholder, the number and class of the
shares, any restrictions on transferability, and
any other information deemed necessary or
appropriate by the Company.  The provisions of
this Article 6.1 and of Articles 6.2 and 6.3
hereof authorizing issuance of shares by book-
entry without certificates shall apply to all
issuances of stock of the Company, except to the
extent that the use of certificates may be
continued as determined by the Board of
Directors.

            Any outstanding stock certificates
shall be numbered and entered in the books of
the Company.  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 cause the Company to recognize,
by book-entry, the ownership of shares of stock
represented by any outstanding 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


BA0/185331.01


the certificate of stock to be lost, stolen or destroyed,
or by his legal representative.
When authorizing such book-entry, 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, and any claim with respect to the
Company's book-entry recognition of ownership
of the underlying shares.

            Article 6.3.  Transfer of Stock.
Shares of stock 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.  Shares of
stock of the Company issued without certificates
in book- entry form 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."































2
BA0/185331.0 I


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Pursuant to Section VII of the Amended By-
Laws (the "By-Laws") of The Chile Fund, Inc.,
Article 3.5, of the By-Laws is hereby amended
and restated in its entirety as follows:

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 Stockholders required in
accordance with Section (3) of Article VI of the
Articles of Incorporation, 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.

August 31, 2006


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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 the giving 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 next
annual 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 I 0th 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 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").

(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

Ex- 77.Q.1.





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