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BY-LAWS
OF
TCW STRATEGIC INCOME FUND, INC

Amended and Restated as of December 14, 2015
ARTICLE I
Offices

      Section 1.	Principal Office.  The
principal office of the Corporation shall be in the
City of Baltimore, State of Maryland.
      Section 2.	Other Offices.  The
Corporation may also have offices at such other
places both within and without the State of
Maryland as the Board of Directors may from time
to time determine or the business of the
Corporation may require.

ARTICLE II
Meetings of Stockholders
      Section 1.	Annual Meetings.  Annual
meetings of stockholders shall be held during the
month of September and at such time as shall be
designated by the Board of Directors and stated in
the notice of the meeting, at which shareholders
shall elect a board of directors and transact such
other business as may properly be brought before
the meeting.

      Section 2.	Special Meetings.  Special
meetings of the stockholders, unless otherwise
provided by law or by the Corporation's Charter,
may be called for any purpose or purposes by a
majority of the Board of Directors or the President,
and shall be called by the President of Secretary on
the written request of the stockholders as provided
by Maryland General Corporation Law.  Such
request shall state the purpose or purposes of the
proposed meeting and the matters proposed to be
acted on at it; provided, however, that unless
requested by stockholders entitled to cast a
majority of all the votes entitled to be cast at the
meeting, a special meeting need not be called to
consider any matter which is substantially the
same as a matter voted on at any special meeting
of the stockholders held during the preceding
twelve (12) months.  Business transacted at any
special meeting of stockholders shall be limited to
the purpose stated in the notice.

      Section 3.	Place of Meetings.  The
annual meeting and any special meeting of the
stockholders shall be held at such place within the
United States, whether in or out of the State of
Maryland, as the Board of Directors may from
time to time determine.

      Section 4.	Notice of Meetings; Waiver
of Notice; Stockholder List.  Notice of the place,
date and time of the holding of each annual and
special meeting of the stockholders and, if the
meeting is a special meeting or notice of the
meeting is required by statute, the purpose or
purposes shall be given personally, by telex or by
mail, not less than ten (10) nor more than ninety
(90) days before the date of such meeting, to each
stockholder entitled to notice of the meeting.
Notice by mail shall be deemed to be duly given
when deposited in the United States mail
addressed to the stockholder at his address as it
appears on the records of the Corporation, with
postage thereon prepaid.  The notice of every
meeting of stockholders may be accompanied by a
form of proxy approved by the Board of Directors
in favor of such actions or persons as the Board of
Directors may select.
      Notice of any meeting of stockholders shall
be deemed waived by any stockholder who shall
attend such meeting in person or by proxy or who
shall, either before or after the meeting, submit a
signed waiver of notice which is filed with the
records of the meeting.  A meeting of stockholders
convened on the date for which it was called may be
adjourned from time to time without further notice
to a date not more than 120 days after the original
record date.
      At least five (5) days prior to each meeting
of stockholders, the officer or agent having charge
of the share transfer books of the Corporation shall
make a complete list of stockholders entitled to vote
at such meeting, in alphabetical order with the
address of and the number of shares held by each
stockholder.

      Section 5.	Quorum.  At any meeting of
stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes
thereat shall constitute a quorum; but this section
shall not affect any requirement under the statute
or under the Charter of the Corporation for the
vote necessary for the adoption of any measure.
If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power
to adjourn the meeting from time to time, without
notice other than announcement at the meeting,
until a quorum shall be present or represented.  At
such adjourned meeting at which a quorum shall
be present or represented any business may be
transacted which might have been transacted at the
meeting as originally called.  When a quorum is
once present to organize a meeting it is not broken
by the subsequent withdrawal of any stockholders.

      Section 6.	Voting.  Except as
otherwise provided by statute or the Charter of the
Corporation, each holder of record of shares of
stock of the Corporation having voting power shall
be entitled at each meeting of the stockholders to
one vote for every share of such stock standing in
his name of the record of stockholders of the
Corporation as of the record date determined
pursuant to Section 4 of Article VI of these By-
Laws or if such record date shall not have been so
fixed, than at the later of (i) the close of business
on the day on which notice of the meeting is
mailed or (ii) ninety days before the meeting.  All
voting rights for the election of directors are non-
cumulative.  A shareholder may vote the stock he
owns of record either in person, by telephonic
means, through use of the Internet or by written
proxy signed by the shareholder or by his duly
authorized attorney in fact.
      No proxy shall be valid after the expiration
of eleven months from the date thereof, unless
otherwise provided in the proxy.  Every proxy shall
be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy
is permitted by law.  Except as otherwise provided
by statute, the Charter of the Corporation or these
By-laws, any corporate action to be taken by vote of
the stockholders shall be authorized by a majority of
the total votes cast at a meeting of stockholders at
which a quorum is present.

      Section 7.	Inspectors.  The board may,
in advance of any meeting of stockholders, appoint
one or more inspectors to act at such meeting or
any adjournment thereof.  If the inspectors shall
not be so appointed or if any of them shall fail to
appear or act, the chairman of the meeting may,
and on the request of any stockholder entitled to
vote at the meeting shall, appoint inspectors.  Each
inspector, before entering upon the discharge of
his duties, shall take and sign an oath to execute
faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of
his ability.  The inspectors shall determine the
number of shares outstanding and the voting
power of each, the number of shares represented at
the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all
challenges and questions arising in connection
with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do
such acts as are proper to conduct the election or
vote with fairness to all stockholders.  On request
of the chairman of the meeting or any stockholder
entitled to vote at it, the inspectors shall make a
report in writing of any challenge, request or
matter determined by them and shall execute a
certificate of any fact found by them.  No director
or candidate for the office of director shall act as
inspector of an election of directors.  Inspectors
need not be stockholders.

      Section 8.	Consent of Stockholders in
Lieu of Meeting.  Any action required or permitted
to be taken at any meeting of stockholders may be
taken without a meeting; if a consent in writing,
setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter
thereof and such consent and waiver are filed with
the records of stockholders' meetings.

      Section 9.	Proposals of Stockholders.
            (a)	No business proposed by a
stockholder to be considered at an annual meeting
of stockholders shall be considered by the
stockholders at that meeting unless no less than
sixty days nor more than ninety days prior to the
first anniversary date ("anniversary date") of the
annual meeting for the preceding year, or, with
respect to annual meetings not scheduled to be held
within a period that commences thirty days before
the anniversary date and ends thirty days after the
anniversary date, by the later of the close of
business on the date sixty days prior to such
meeting or fourteen days following the date such
meeting is first publicly announced or disclosed, the
Secretary of the Corporation receives a written
notice from the stockholder proposing that business
that sets forth (1) the nature of the proposed
business with reasonable particularity, including the
exact text of any proposal to be presented for
adoption, and the reasons for conducting that
business at the annual or special meeting, (2) with
respect to each such stockholder, that stockholder's
name and address (as they appear on the records of
the Corporation), business address and telephone
number, residence address and telephone number,
and the number of shares of each class of stock of
the Corporation beneficially owned by that
stockholder, (3) any interest of the stockholder in
the proposed business, (4) the name or names of
each person nominated by the stockholder to be
elected or reelected as a director, if any, and (5)
with respect to each nominee, that nominee's name,
business address and telephone number, and
residence address and telephone number, the
number of shares, if any, of each class of stock of
the Corporation owned directly and beneficially by
that nominee, and all information relating to that
nominee that is required to be disclosed in
solicitations of proxies for elections of directors, or
is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as
amended ("Exchange Act") (or any provisions of
law subsequently replacing Regulation 14A),
together with a notarized letter signed by the
nominee stating his or her acceptance of the
nomination by that stockholder, stating his or her
intention to serve as director if elected, and
consenting to being named as a nominee for director
in any proxy statement relating to such election.
            (b)	Only such matters shall be
brought before a special meeting of stockholders as
shall have been brought before the special meeting
pursuant to the Corporation's notice of meeting.  In
the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder
may nominate a person or persons (as the case may
be) for election to such position(s) as specified in
the Corporation's notice of meeting, if the notice
from a stockholder required by Section 9(a) hereof
shall be delivered to the Secretary of the
Corporation not later than the close of business
fourteen days following the day on which the date
of the special meeting and the nominees proposed
by the Board of Directors to be elected at such
meeting are publicly announced or disclosed.
            (c)	The chairman of the annual
or special meeting shall have the power and duty to
determine whether notice of matters proposed to be
brought before a meeting has been duly given in the
manner provided by this Section 9.  If the facts
warrant, he shall determine and declare to the
meeting that business was not properly brought
before the meeting in accordance with the
provisions of this Section 9, and, if he should so
determine, he shall so declare to the meeting that
any such business not properly brought before the
meeting shall not be considered or transacted.
            (d)	Nothing in this Section 9
shall be deemed to alter or amend the notice
requirements set forth in Rule 14a-4(c) under the
Exchange Act (or any provisions of law
subsequently replacing Rule 14a-4(c)) in connection
with the conferral of discretionary voting authority
at any annual or special meeting of stockholders.
This Section 9 shall not apply to stockholder
proposals made pursuant to Rule 14a-8 under the
Exchange Act (or any provisions of law
subsequently replacing Rule 14a-8), thus if an
eligible stockholder's proposal is to be included on
the Corporation's proxy card, and included along
with any supporting statement in the Corporation's
proxy statement, such proposal must be submitted
in accordance with Rule 14a-8 under the Exchange
Act.  The adjournment of an annual or special
meeting, or any announcement thereof, shall not
commence a new period for the giving of notice as
provided in this Section 9.
            (e)	For purposes of this
Section 9, a meeting date shall be deemed to have
been "publicly announced or disclosed" if such date
is disclosed in a press release disseminated by the
Corporation to a national news service or contained
in a document publicly filed by the Corporation
with the Securities and Exchange Commission.
ARTICLE III
Board of Directors
      Section 1.	General Powers.  Except as
otherwise provided in the Charter of the
Corporation, the business and affairs of the
Corporation shall be managed under the direction
of the Board of Directors.  All powers of the
Corporation may be exercised by or under
authority of the Board of Directors except as
conferred on or reserved to the stockholders by
law or by the Charter of the Corporation by these
By-Laws.
      Section 2.	Number of Directors.  The
number of directors shall be fixed from time to
time by resolution of the Board of Directors
adopted by a majority of the Directors then in
office, provided, however, that the number of
directors shall in no event be less than three
(except for any period during which shares of the
Corporation are held by fewer than three
stockholders).  Any vacancy created by an increase
in directors may be filled in accordance with
Section 7 of this Article III.  No reduction in the
number of directors shall have the effect of
removing any director from office prior to the
expiration of his term unless such director is
specifically removed pursuant to Section 6 of this
Article III at the time of such decrease.  Until the
first annual meeting of stockholders or until
successors are duly elected and qualify, the Board
shall consist of the persons named as such in the
Charter of the Corporation.  Directors need not be
stockholders.
      Section 3.	First Meeting of Directors.
The first meeting of each newly elected Board of
Directors shall be held immediately following and
at the same place as the annual meeting of
stockholders and no notice of such meeting shall
be necessary to the newly elected directors in order
legally to constitute the meeting, provided a
quorum shall be present.  In the event such
meeting is not held at the said time and place, the
meeting may be held at such time and place as
shall be specified in a notice given as hereinafter
provided for special meetings of the board of
directors, or as shall be specified in a written
waiver signed by all of the directors.
      Section 4.	Election and Term of
Directors.  At the first annual meeting of
stockholders and at each annual meeting
thereafter, the stockholders shall elect directors to
hold office.  The term of office of each director
shall be from the time of his election and
qualification until the annual election of directors
next succeeding his election and until his
successor shall have been elected and shall have
qualified, or until his death, or until he shall have
resigned, or have been removed as hereinafter
provided in these By-Laws, or as otherwise
provided by statute or the Charter of the
Corporation.
      Section 5.	Resignation.  A director of
the Corporation may resign at any time by giving
written notice of his resignation to the Board or the
Chairman of the Board or the President or the
Secretary.  Any such resignation shall take effect
at the time specified therein or, if the time when it
shall become effective shall not be specified
therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it
effective.
      Section 6.	Removal of Directors.  Any
director of the Corporation may be removed, with
or without cause, by the stockholders by the
affirmative vote of a majority of all votes entitled
to be cast for the election of directors.
      Section 7.	Vacancies.  The
stockholders may elect a successor to fill a
vacancy on the Board of Directors which results
from a removal of a director pursuant to Section 6
of Article III of these By-Laws.  A majority of the
remaining directors, whether or not sufficient to
constitute a quorum, may fill a vacancy which
results from any cause except an increase in the
number of directors, and a majority of the entire
Board of Directors may fill a vacancy which
results from an increase in the number of directors;
provided however, that no vacancies shall be filled
by action of the remaining directors, if after the
filling of said vacancy or vacancies, less than two-
thirds of the directors then holding office shall
have been elected by the stockholders of the
Corporation if such action would violate the
Investment Company Act.  In the event that at any
time there is a vacancy in any office of a director
which vacancy may not be filled by the remaining
directors, a special meeting of the stockholders
shall be held as promptly as possible and in any
event within sixty days, for the purpose of filling
said vacancy or vacancies.  A director elected by
the Board of Directors to fill a vacancy which
results from the removal of a director serves for
the balance of the term of the removed director.
      Section 8.	Regular Meetings.  Regular
meetings of the Board may be held without notice
at such times and places in or out of the State of
Maryland as shall from time to time be determined
by the Board of Directors.
      Section 9.	Special Meetings.  Special
meetings of the Board may be called by the
Chairman of the Board, the President, or by a
majority of the directors either in writing or by
vote at a meeting, and may be held at any place in
or out of the State of Maryland as the Board may
from time to time determine.

      Section 10.	Notice of Special Meetings.
Notice of each special meeting of the Board shall
be given by the Secretary as hereinafter provided,
in which notice shall be stated the time and place
of the meeting.  Notice of each such meeting shall
be delivered to each director, either personally or
by telephone, telegraph, telex, cable or wireless, at
least twenty-four hours before the time at which
such meeting is to be held, or by first-class mail,
postage prepaid, addressed to him at his residence
or usual place of business, at least three days
before the day on which such meeting is to be
held.

      Section 11.	Waiver of Notice of Special
Meetings.  Notice of any special meeting need not
be given to any director who shall, either before or
after the meeting, sign a written waiver of notice
which is filed with the records of the meeting or
who shall attend such meeting.  Except as
otherwise specifically required by these By-Laws,
a notice or waiver of notice of any meeting need
not state the purposes of such meeting.

      Section 12.	Quorum and Voting.  A
majority of the entire Board of Directors shall be
present in person at any meeting of the Board in
order to constitute a quorum for the transaction of
business at such meeting, and except as otherwise
expressly required by statute, the Charter of the
Corporation, these By-Laws, the Investment
Company Act, or other applicable statute, the act
of a majority of the directors present at any
meeting at which a quorum is present shall be the
act of the Board; provided however, that the
approval of any contract with an investment
advisor or principal underwriter, as such terms are
defined in the Investment Company Act, which the
Corporation enters into or any renewal or
amendment thereof, the approval of the fidelity
bond required by the Investment Company Act,
and the selection of the Corporation's independent
public accountants shall each require the
affirmative vote of a majority of the directors who
are not interested persons, as defined in the
Investment Company Act, of the Corporation.  If a
Quorum shall not be present at any meeting of
directors, the directors present thereat may by a
majority vote to adjourn the meeting from time to
time, without notice other than announcement at
the meeting, until a Quorum shall be present.  At
any adjourned meeting at which a quorum is
present, any business may be transacted which
might have been transacted at the meeting as
originally called.

      Section 13.	Written Consent of
Directors in Lieu of a Meeting.  Any action
required or permitted to be taken at a meeting of
the Board of Directors or any committee thereof
may be taken without a meeting, if all members of
the Board or committee, as the case may be,
consent thereto in writing or by electronic
transmission, and the writings or electronic
transmissions are filed with the minutes of the
proceedings of the Board or committee.

      Section 14.	Meeting by Conference
Telephone.  Members of the Board of Directors
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.
Participating in a meeting by these means
constitutes presence in person at a meeting, except
as otherwise provided by statute.

      Section 15.	Compensation.  The
directors may be paid their expenses, if any, of
attendance at each meeting of the Board of
Directors.  A director may be paid a fixed sum for
attendance at each meeting of the Board of
Directors or a stated salary as director, or both
such fixed sum and stated salary.  No such
payment shall preclude any director from serving
the Corporation in any other capacity and
receiving compensation therefor.  Members of
special or standing committees may be allowed
like compensation for attending committee
meetings.

      Section 16.	Chairman of the Board.  The
Board of Directors shall elect one of its members
to serve as the Chairman of the Board (the
"Chairman").  The Chairman must not be an
"interested person" of the Corporation, as that term
is defined in Section 2(a)(19) of the Investment
Company Act.  The Chairman shall:
      	(i)	preside at all meetings of the
Board of Directors and of the shareholders of the
Corporation at which he is present;
      	(ii)	develop board and
shareholder meeting agendas in consultation with
management of the Corporation (including the
investment adviser(s) of the Corporation) and
counsel;
      	(iii)	be available for consultation
with Committee Chairs in the development of
Committee agendas;
      	(iv)	act as primary liaison
between the Board of Directors and the investment
adviser(s) of the Corporation;
      	(v)	represent the members of the
Board of Directors who are not interested persons of
the Corporation in any issues of interest to such
directors, including matters requiring
communication with the Corporation's investment
adviser(s), independent auditors, counsel or other
service providers; and
      	(vi)	be available for consultation
with the officers and directors of the Corporation,
including directors who are interested persons of the
Corporation, and representatives of the
Corporation's investment adviser(s), independent
auditors, counsel and other service providers; and
      	(vii)	perform such other duties and
functions as from time to time may be assigned by
the Board of Directors.
      In performing these duties:
      	(i)	the Chairman, in consultation
with other directors, management and counsel, as
the Chairman deems appropriate, may determine the
general nature and extent of information that should
be provided from time to time to the Board of
Directors to inform them on developments in the
operations, administration and investment activities
of the Corporation and on significant regulatory and
business matters of which the Chairman is aware
and believes to be of importance, provided,
however, that this paragraph shall in no way limit
the ability of any other director to request that the
Board be provided with any information that such
director deems appropriate; and
      	(ii)	The Chairman shall not have
management or management oversight
responsibilities and shall not be deemed to be an
officer of the Corporation for any purpose.
      Nothing in these by-laws or in the
performance of the services that the Chairman
provides as Chairman shall be construed to increase
or decrease the responsibilities of the Chairman
beyond those of a director of the Corporation who is
not serving as the Chairman, nor shall these
provisions be construed to reduce the duties and
responsibilities of the other directors of the
Corporation or of management.
ARTICLE IV
Committees

      Section 1.	Executive Committee.  The
Board may, by resolution adopted by a majority of
the entire Board, designate an Executive
Committee consisting of two or more of the
directors of the Corporation, which committee
shall have and may exercise all the powers and
authority of the Board with respect to all matters
other than as set forth in Section 3 of this Article.

      Section 2.	Other Committees of the
Board.  The Board of Directors may from time to
time, by resolution adopted by a majority of the
whole Board, designate one or more other
committees of the Board, each such committee to
consist of two or more directors and to have such
powers and duties as the Board of Directors may,
by resolution, prescribe.

      Section 3.	Limitation of Committee
Powers.  No committee of the Board shall have
power or authority to:
            (a)	recommend to stockholders
any action requiring authorization of stockholders
pursuant to statute or the Charter of the
Corporation;
            (b)	approve or terminate any
contract with an investment adviser or principal
underwriter, as such terms are defined in the
Investment Company Act;
            (c)	amend or repeal these By-
Laws or adopt new by-laws; or
            (d)	approve any merger or share
exchange which does not require stockholder
approval.

      Section 4.	General.  A majority of the
members of any committee shall be present in
person at any meeting of such committee in order
to constitute a Quorum for the transaction of
business at such meeting, and the act of a majority
present shall be the act of such committee; any
member of any committee shall be deemed to be
present in person if such member participates in
the meeting by conference telephone or similar
communications equipment if all persons
participating in the meeting can hear each other at
the same time.  The Board may designate a
chairman of any committee and such chairman or
any two members of any committee may fix the
time and place of its meetings unless the Board
shall otherwise provide.  In the absence of
disqualification of any member or any committee,
the member or members thereof present at any
meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint
another member of the Board of Directors to act at
the meeting in the place of any such absent or
disqualified member.  The Board shall have the
power at any time to change the membership of
any committee, to fill all vacancies, to designate
alternate members, to replace any absent or
disqualified member, or to dissolve any such
committee.  All committees shall keep written
minutes of their proceedings and shall report such
minutes to the Board.  All such proceedings shall
be subject to revision or alteration by the Board;
provided, however, that third parties shall not be
affected by any such revision or alteration.

ARTICLE V
Officers, Agents and Employees

      Section 1.	Number and Qualifications.
The Officers of the Corporation shall be a
President, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors.
None of the officers, except the President, need be
members of the Board of Directors.  The Board of
Directors may elect or appoint one or more Vice
Presidents and may also appoint such other
officers, agents and employees as it may deem
necessary or proper.  Any two or more offices may
be held by the same person, except the offices of
President and Vice President, but no officer shall
execute, acknowledge or verify any instrument in
more than one capacity.  Such officers shall be
elected by the Board of Directors each year at its
first meeting held after the annual meeting of
stockholders, each to hold office until the meeting
of the Board following the next annual meeting of
the stockholders and until his successor shall have
been duly elected and shall have qualified, or until
his death, or until he shall have resigned, or have
been removed, as hereinafter provided by these
By-Laws.  The Board may from time to time elect
or appoint or delegate to the President the power to
appoint, such officers (including one or more
Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries)
and such agents, as may be necessary or desirable
for the business of the Corporation.  Such other
officers and agents shall have such duties and shall
hold their offices for such terms as may be
prescribed by the Board or by the appointing
authority.

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

      Section 3.	Removal of Officer, Agent
or Employee.  Any officer, agent or employee of
the Corporation may be removed by the Board of
Directors if in its judgment it finds that the best
interests of the Corporation will be served.  The
Board may delegate such power of removal as to
agents and employees not elected or appointed by
the Board of Directors.  Such removal shall be
without prejudice to such person's contract rights,
if any, but the appointment of any person as an
officer, agent or employee of the Corporation shall
not of itself create contract rights.

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

      Section 5.	Compensation.  The
compensation of the officers of the Corporation
shall be fixed by the Board of Directors, but this
power may be delegated to any committee.  No
officer shall be precluded from receiving such
compensation by reason of the fact that he is also a
director of the Corporation.

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

      Section 7.	President.  The President
shall be the chief executive officer of the
Corporation and shall have the general and active
management of the business of the Corporation
and general and active supervision and direction
over the other officers, agents and employees and
shall see that their duties are properly performed.
He shall, if present, preside at each meeting of the
stockholders and the Board, unless a Chairman of
the Board is appointed and is present at any such
meeting.  He shall perform all duties incident to
the office of President and chief executive officer
and such other duties as may from time to time be
assigned to him by the Board.

      Section 8.	Vice Presidents.  Each Vice-
President shall perform all such duties as from
time to time may be assigned to him, by the Board
or the President.

      Section 9.	Treasurer.  The Treasurer
shall:
            (a)	have charge and custody of,
and be responsible for, all the funds and securities
of the Corporation, except these which the
Corporation has placed in the custody of a bank or
trust company or member of a national securities
exchange (as that term is defined in the Securities
Exchange Act of 1934) pursuant to a written
agreement designating such bank or trust company
or member of a national securities exchange as
custodian of the property of the Corporation;
            (b)	keep full and accurate
accounts of receipts and disbursements in books
belonging to the Corporation except that such
functions may be delegated to the custodian of the
property of the Corporation pursuant to a written
agreement;
            (c)	cause all moneys and other
valuables to be deposited to the credit of the
Corporation;
            (d)	receive, and give receipts for,
moneys due and payable to the Corporation from
any source whatsoever;
            (e)	disburse the funds of the
Corporation and supervise the investment of its
funds as ordered or authorized by the Board, taking
proper vouchers therefor; and
            (f)	in general, perform all the
duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to
him by the Board or the President.

      Section 10.	Assistant Treasurers.  In the
absence or disability of the Treasurer, or when so
directed by the Treasurer, any Assistant Treasurer
may perform any or all of the duties of the
Treasurer, and when so acting, shall have all the
powers of, and be subject to all the restrictions
upon, the Treasurer.  Each Assistant Treasurer
shall perform all such other duties as from time to
time may be conferred upon or assigned to him by
the Board of Directors, the President or the
Treasurer.

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

      Section 12.	Assistant Secretaries.  In the
absence or disability of the Secretary, or when so
directed by the Secretary, any Assistant Secretary
may perform any or all of the powers of, and be
subject to all restrictions upon, the Secretary.
Each Assistant Secretary shall perform such other
duties as from time to time may be conferred upon
or assigned to him by the Board of Directors, the
President or the Secretary.

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

ARTICLE VI

Capital Stock
      Section 1.	Stock Certificates.  Each
stockholder shall be entitled to have a certificate or
certificates, in such form as shall be approved by
the Board which shall represent and certify the
number of shares of stock of the Corporation
owned by him; provided, however, that certificates
for fractional shares will not be delivered in any
case.  The certificates representing shares of stock
shall be signed by the President or a Vice
President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the
Corporation.  Any or all of the signatures or the
seal on the certificate may be a facsimile.  In case
any officer, transfer agent or registrar who has
signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such
certificate shall be issued, it may be issued by the
Corporation with the same effect as if such officer,
transfer agent or registrar were still in office at the
date of issue.

      Section 2.	Transfer of Shares.  Upon
surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its
books.  Except as otherwise provided by law, the
Corporation shall be entitled to recognize the
exclusive right of a person in whose name any
share or shares stand on the record of stockholders
as the owner of such share or shares for all
purposes, including, without limitation, the rights
to receive dividends or other distributions and to
vote as such owner, and the Corporation shall not
be bound to recognize any equitable or legal claim
to or interest in any such share or shares on the
part of any other person.

      Section 3.	Transfer Agents and
Registrars.  The Corporation may have one or
more transfer agents and one or more registrars of
its stock, whose respective duties the Board of
Directors may, from time to time, define.  No
certificate of stock shall be valid until
countersigned by a transfer agent, if the
Corporation shall have a transfer agent or until
registered by a registrar, if the Corporation shall
have a registrar.  The duties of transfer agent and
registrar may be combined.

      Section 4.	Record Date and Closing of
Transfer Books.  The Board of Directors may fix,
in advance, a date as the record date for the
purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive
payment of any dividend or the allotment of any
rights, or in order to make a determination of
stockholders for any other proper purpose.  Such
date, in any case, shall be not more than ninety
(90) days, and in case of a meeting of stockholders
not less than ten (10) days, prior to the date on
which the particular action requiring such
determination of stockholders is to be taken.  In
lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any
case, twenty (20) days.  If the stock transfer books
are closed for the purpose of determining
stockholders, such books shall be closed for at
least ten (10) days immediately preceding such
meeting.

      Section 5.	Regulations.  The Board
may make such additional rules and regulations,
not inconsistent with these By-Laws, as it may
deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation.

      Section 6.	Lost, Stolen, Destroyed or
Mutilated Certificates.  The Board of Directors
may direct a new certificate or certificates to be
issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to
have been stolen, lost or destroyed, upon the
making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost
or destroyed or upon receipt of other satisfactory
evidence of such loss or destruction.  When
authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its
discretion and as a condition precedent to the
issuance thereof, require the owner of such stolen,
lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such
manner as it shall require and to give the
Corporation a bond, with sufficient surety, to
indemnify it against any loss or claim which may
arise by reason of the issuance of a new certificate.

      Section 7.	Stock Ledgers.  The
Corporation shall not be required to keep original
or duplicate stock ledgers at its principal office in
the City of Baltimore, Maryland, but stock ledgers
shall be kept at the offices of the transfer agent of
the Corporation's capital stock.  Such stock ledger
may be in written form or any other form capable
of being converted into written form within a
reasonable time for visual inspection.

ARTICLE VII
General Provisions

      Section 1.	Seal.  The Board of
Directors shall provide a suitable seal, bearing the
name of the Corporation, which shall be in the
charge of the Secretary.  The Board of Directors
may authorize one or more duplicate seals and
provide for the custody thereof.  If the Corporation
is required to place its corporate seal on a
document, it is sufficient to meet any requirement
of any law, rule, or regulation relating to a
corporate seal to place the word "Seal" adjacent to
the signature of the person authorized to sign the
document on behalf of the Corporation.

      Section 2.	Fiscal Year.  Unless
otherwise determined by the Board, the fiscal year
of the Corporation shall end on the 31st day of
December in each year.

      Section 3.	Depositories.  The funds of
the Corporation shall be deposited with such banks
or other depositories as the Board of Directors of
the Corporation may from time to time determine.

      Section 4.	Custodians.  All securities
and other investments shall be deposited in the
safekeeping of such banks or other companies as
the Board of Directors of the Corporation may
from time to time determine.  Every arrangement
entered into with any bank or other company for
the safekeeping of the securities and investments
of the Corporation shall contain provisions
complying with the Investment Company Act, and
the general rules and regulations thereunder.

      Section 5.	Dividends.  Dividends upon
the capital stock of the Corporation, subject to the
provisions of the Charter of the Corporation, if
any, may be authorized by the Board of Directors
at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in
its own shares, subject to the provisions of the
Maryland General Corporation Law and of the
Charter of the Corporation, and further subject to
the provisions of any dividend investment plan or
other similar plan which the Board of Directors
may adopt, which may give stockholders the right
to receive dividends and distributions in cash
and/or shares at their option, and may provide that
such shares shall be issued at net asset value
notwithstanding that the same is below market
value.

      Section 6.	Checks, Notes, Drafts, etc.
Checks, notes, drafts, acceptances, bills of
exchange and other orders or obligations for the
payment of money shall be signed by such officer
or officers or person or persons as the Board of
Directors shall from time to time designate.

      Section 7.	Reports.  The Corporation
shall transmit to its stockholders semi-annual
unaudited or audited reports of its financial
condition and annual reports audited by
independent public accountants.

      Section 8.	Amendments.  These By-
Laws or any of them may be amended, altered or
repealed at any regular meeting of the stockholders
or at any special meeting of the stockholders at
which a quorum is present or represented,
provided that notice of the proposed amendment,
alteration or repeal be contained in the notice of
such special meeting.  These By-Laws may also be
amended, altered or repealed by the affirmative
vote of a majority of the Board of Directors at any
regular or special meeting of the Board of
Directors.

ARTICLE VIII
Indemnification
            (a)	Subject to the exceptions and
limitations contained in paragraph (b) below:
                  (i)	every person who is,
or has been, a director or officer of the Corporation
shall be indemnified by the Corporation to the
fullest extent permitted by law against all liability
and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a
director or officer and against amounts paid or
incurred by him in the settlement thereof;
                  (ii)	the words "claim,"
"action," "suit" or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal
or other, including appeals), actual or threatened;
and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines,
penalties and other liabilities.
            (b)	No indemnification shall be
provided hereunder to a director or officer:
                  (i)	against any liability to
the Corporation or the shareholders by reason of
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of his office;
                  (ii)	with respect to any
matter as to which he shall have been finally
adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best
interest of the Corporation.
                  (iii)	in the event of a
settlement or other disposition not involving a final
adjudication as provided in paragraph (b)(ii)
resulting in a payment by a director or officer,
unless there has been a determination that such
director or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
his office:
                        (A)	by the court or
other body approving the settlement or other
disposition, or
                        (B)	based upon a
review of readily available facts (as opposed to a
full trial-type inquiry) by (x) vote of a majority of
the Non-interested Directors acting on the matter
(provided that a majority of the Non-interested
Directors then in office act on the matter) or (y)
written opinion of independent legal counsel.
            (c)	The rights of indemnification
herein provided may be insured against by policies
maintained by the Corporation, shall be severable,
shall not affect any other rights to which any
director or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be
such director or officer and shall inure to the benefit
of the heirs, executors, administrators and assigns of
such a person.	Nothing contained herein
shall affect any rights to indemnification to which
personnel of the Corporation other than directors
and officers may be entitled by contract or
otherwise under law.
            (d)	Expenses of preparation and
presentation of a defense to any claim, action, suit
or proceeding of the character described in
paragraph (a) of this Article VIII may be advanced
by the Corporation prior to final disposition thereof
upon receipt of an undertaking by or on behalf of
the recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification
under this Article VIII, provided that either:
                  (i)	such undertaking is
secured by a surety bond or some other appropriate
security provided by the recipient, or the
Corporation shall be insured against losses arising
out of any such advances; or
                  (ii)	a majority of the Non-
interested Directors acting an the matter (provided
that a majority of the Non-interested Directors act
on the matter) or an independent legal counsel in a
written opinion shall determine, based upon a
review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
            (e)	The Board of Directors may
make further provision consistent with law for
indemnification and advance of expenses to any
director or officer 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 Non-interested
Directors or otherwise.
            (f)	Neither the amendment nor
repeal of this Article VIII, nor the adoption or
amendment of any other provision of the By-Laws
or Charter of the Corporation inconsistent with this
Article VIII, shall apply to or affect in any respect
the applicability of this Article VIII with respect to
any act or failure to act which occurred prior to such
amendment, repeal or adoption.
      As used in this Article VIII, a "Non-
interested Director" is one who is not (i) an
"Interested Person" (within the meaning of that
term under the Investment Company Act) of the
Corporation (including anyone who has been
exempted from being an "Interested Person" by any
rule, regulation or order of the Commission), or (ii)
involved in the claim, action, suit or proceeding.

      ARTICLE IX
      Forum for Adjudication of Disputes
      Unless the Corporation consents in writing
to the selection of an alternative forum, the sole and
exclusive forum for:
      (i)	any derivative action or proceeding
brought on behalf of the Corporation;
      (ii)	any action asserting a claim of
breach of a duty owed by any director, officer or
agent of the Corporation to the Corporation or the
stockholders;
      (iii)	any action asserting a claim arising
pursuant to any provision of the Maryland General
Corporation Law or the Charter or these Bylaws;
      (iv)	any action to interpret, apply,
enforce or determine the validity of the Charter or
these Bylaws; or
      (v)	any action asserting a claim
governed by the internal affairs doctrine shall be the
Circuit Court for Baltimore City, Maryland, or, if
that Court does not have jurisdiction, the United
States District Court for the District of Maryland,
Baltimore Division (each, a "Covered Action").

      Any person purchasing or otherwise
acquiring or holding any shares of stock of the
Corporation or any series or class thereof shall be
(i) deemed to have notice of and consented to the
provisions of this Article IX, and (ii) deemed to
have waived any argument relating to the
inconvenience of the forums referenced above in
connection with any action or proceeding described
in this Article IX.

      If any Covered Action is filed in a court
other than the Circuit Court for Baltimore City,
Maryland, or, if that Court does not have
jurisdiction, the United States District Court for the
District of Maryland, Baltimore Division (a
"Foreign Action") in the name of any stockholder,
such stockholder shall be deemed to have consented
to (i) the personal jurisdiction of the Circuit Court
for Baltimore City, Maryland and the United States
District Court for the District of Maryland,
Baltimore Division in connection with any action
brought in any such courts to enforce the first
paragraph of this Article IX (an "Enforcement
Action") and (ii) having service of process made
upon such stockholder in any such Enforcement
Action by service upon such stockholder's counsel
in the Foreign Action as agent for such stockholder.

      If any provision or provisions of this Article
IX shall be held to be invalid, illegal or
unenforceable as applied to any person or
circumstance for any reason whatsoever, then, to
the fullest extent permitted by law, the validity,
legality and enforceability of such provision(s) in
any other circumstance and of the remaining
provisions of this Article IX (including, without
limitation, each portion of any sentence of this
Article IX containing any such provision held to be
invalid, illegal or unenforceable that is not itself
held to be invalid, illegal or unenforceable) and the
application of such provision to other persons and
circumstances shall not in any way be affected or
impaired thereby.




	2
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TCW0121798.1
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</DOCUMENT>
