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<SEC-DOCUMENT>0000940400-09-000021.txt : 20090129
<SEC-HEADER>0000940400-09-000021.hdr.sgml : 20090129
<ACCEPTANCE-DATETIME>20090129134243
ACCESSION NUMBER:		0000940400-09-000021
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20081130
FILED AS OF DATE:		20090129
DATE AS OF CHANGE:		20090129
EFFECTIVENESS DATE:		20090129

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INC
		CENTRAL INDEX KEY:			0001245648
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21380
		FILM NUMBER:		09553930

	BUSINESS ADDRESS:	
		STREET 1:		301 E COLORADO BLVD STE 720
		STREET 2:		C/O FLAHERTY & CRUMRINE INC
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91101
		BUSINESS PHONE:		(626) 795-7300

	MAIL ADDRESS:	
		STREET 1:		301 E COLORADO BLVD STE 720
		STREET 2:		C/O FLAHERTY & CRUMRINE INC
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91101
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>flc1130.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 11/30/2008
000 C000000 1245648
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 FLAHERTY&CRUMRINE/CLAYMORE TOTAL RETURN FUND
001 B000000 811-21380
001 C000000 6267957300
002 A000000 301 E. COLORADO BOULEVARD, SUITE 720
002 B000000 PASADENA
002 C000000 CA
002 D010000 91101
003  000000 N
004  000000 N
005  000000 N
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008 B000001 A
008 C000001 801-19384
008 D010001 PASADENA
008 D020001 CA
008 D030001 91101
010 A000001 PNC GLOBAL INVESTMENT SERVICING (U.S.) INC.
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012 A000002 CLAYMORE SECURITIES, INC.
012 B000002 84-0000
012 C010002 WHEATON
012 C020002 IL
012 C030002 60187
013 A000001 KPMG LLP
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013 B020001 MA
013 B030001 02110
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<PAGE>      PAGE  2
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<PAGE>      PAGE  3
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SIGNATURE   BRIAN CURRAN
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>flc77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Flaherty & Crumrine/Claymore Total Return Fund Incorporated

In planning and performing our audit of the financial
statements of Flaherty & Crumrine/Claymore Total Return Fund
Incorporated (the Fund) as of and for the year ended
November 30, 2008, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-
SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial
reporting.   Accordingly, we express no such opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls.  A company's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A company's
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the company are being made only in
accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets
that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we
noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a
material weakness as defined above as of November 30, 2008.
This report is intended solely for the information and use
of management and the Board of Directors of Flaherty &
Crumrine/Claymore Total Return Fund Incorporated and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified parties.

/s/ KPMG LLP
Boston, Massachusetts
January 23, 2009

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>flc77q11.txt
<TEXT>
                          ARTICLES OF AMENDMENT
                                   OF
        FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED


            Flaherty & Crumrine/Claymore Total Return Fund
Incorporated, a Maryland corporation (hereinafter the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:

            FIRST:  Part II of the Articles Supplementary Establishing
and Fixing the Rights and Preferences of Auction Market Preferred
Stock of the Corporation, filed with the Maryland State of
Department of Assessments and Taxation ("SDAT") on October 29, 2003,
as amended (the "Articles Supplementary") is hereby amended as
follows:

            by deleting in its entirety the table and the lead-in
description thereto under the heading "Moody's Diversification
Limitations" set forth in the definition of "Moody's Eligible
Assets" under (ccc) in the Definitions section of the Articles
Supplementary and substituting therefor the following:

      "MOODY'S DIVERSIFICATION LIMITATIONS:

In addition, portfolio holdings as described below must be within
the applicable diversification and issue size requirements set forth
in the tables below in order to be included in Moody's Eligible
Assets:

Prior to September 19, 2008 and on or after February 1, 2009

The information will be in the following order:

RATINGS  (1)
MAXIMUM SINGLE ISSUER, NON-UTILITY (2) (3)
MAXIMUM SINGLE ISSUER, UTILITY (2) (3)
MAXIMUM SINGLE INDUSTRY, NON-UTILITY (3) (4)
MAXIMUM SINGLE INDUSTRY, UTILITY (3) (4)
MINIMUM ISSUE SIZE ($ IN MILLION) (5)

Aaa
100%
50%
100%
50%
$100

Aa
20
10
60
50
100

A
10
10
40
40
100

Baa, CS
(6)
6
5
20
30
100

Ba
4
4
12
12
50

Bl-B2
3
0
8
0
50

B3 or below
2
0
5
0
50

On and after September 19, 2008 through January 31, 2009

The information will be in the following order:

RATINGS (1)
MAXIMUM SINGLE ISSUER, NON-UTILITY (2) (3)
MAXIMUM SINGLE ISSUER, UTILITY (2) (3)
MAXIMUM SINGLE INDUSTRY, NON-UTILITY, NON REIT, AND
   NON-INSURANCE (3) (4)
MAXIMUM SINGLE INDUSTRY, REIT AND INSURANCE (3) (4)
MAXIMUM SINGLE INDUSTRY, UTILITY (3) (4)
MINIMUM ISSUE SIZE ($ IN MILLION) (5)

Aaa
100%
50%
100%
100%
50%
$100

Aa
20
10
60
60
50
100

A
10
10
40
40
40
100

Baa, CS
(6)
6
5
20
30
40
100

Ba
4
4
12
12
15
50

Bl-B2
3
0
8
8
0
50

B3 or below
2
0
5
5
0
50


(1)	Refers to the securities of the portfolio holding.
(2)	Companies subject to common ownership of 25% or more are
considered as one issuer (except for the operating
subsidiaries of regulated utility companies).
(3)	Percentages represent a portion of the aggregate Market
Value of the portfolio.
(4)	Industries are determined according to Moody's Industry
Classifications, as defined by Moody's.
(5)	Except for preferred stock, which has a minimum issue size
described in subparagraph (vii) above and securities
issued by FNMA, FHLMC or GNMA, which has no minimum issue
size.
(6)	CS refers to common stock which is diversified
independently of its rating level."


            SECOND:  The amendment to the Charter of the Corporation
set forth in the Article FIRST above was approved by a majority of
the entire Board of Directors in accordance with subsections (a) and
(c) of Section 2-603 of the Maryland General Corporation Law, there
being no stock entitled to vote on the amendment.


            IN WITNESS WHEREOF, the undersigned officers of the
Corporation have executed these Articles of Amendment and do hereby
acknowledge that these Articles of Amendment are the act and deed of
the Corporation and that, to the best of their knowledge,
information and belief, the matters and facts contained herein with
respect to authorization and approval are true in all material
respects, under the penalties of perjury.

DATE:  September 30, 2008
   /s/ Donald F. Crumrine

Donald F. Crumrine
Chief Executive Officer
WITNESS:

/s/ Chad C. Conwell
Chad C. Conwell
Secretary



1




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>flc77q12.txt
<TEXT>
                  AMENDED AND RESTATED BYLAWS
                            OF
      FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED

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

      Article 1.1.	Name.  The name of the Company is Flaherty
&Crumrine/Claymore Total Return Fund Incorporated

      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, 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.  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 30-day
period ending five 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 plurality
vote, 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,
in writing, of a majority of the Board of Directors.  Special
meetings of the Stockholders shall also be called by the
Secretary at the request, in writing, of Stockholders entitled
to cast a majority of the votes entitled to be cast at the
meeting, provided that (a) such request shall state the purpose
or purposes of such meeting and the matters proposed to be acted
on, and (b) the stockholders requesting such meeting shall have
paid to the Company the reasonably estimated cost of preparing
and mailing or transmitting a notice of the meeting (which
estimated cost shall be provided to such Stockholders by the
Secretary of the Company); the only Stockholder proposals that
may be presented at the meeting are those set forth in the
notice requesting the meeting in accordance with this Article
2.3.

      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, by mail or by any
legally permissible electronic means, 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.  Notice by mail (i) 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
standard postage thereon prepaid.  Notice directed to a
Stockholder by any legally permissible electronic means (i)
shall be transmitted to any address at which the Stockholder
receives electronic mail or other electronic transmissions and
(ii) shall be deemed to have been given as of the date when it
is sent by any legally permissible electronic means.

      Article 2.5.	Notice of Stockholder Business.  At any
annual or special 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 or
special meeting, the business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board
of Directors, or (iii) otherwise properly brought before the
meeting by a Stockholder.

      For business to be properly brought before an annual or
special meeting by a Stockholder, the Stockholder must have
given timely notice thereof in writing to the Secretary of the
Company.  To be timely, any such notice must be delivered to 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 the meeting is given or made to
Stockholders, any such notice by a Stockholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which notice of the date of the annual
or special meeting was given or such public disclosure was made.

      Any such notice by a Stockholder shall set forth as to each
matter the Stockholder proposes to bring before the annual or
special meeting (i) a brief description of the business desired
to be brought before the annual or special meeting and the
reasons for conducting such business at the annual or special
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, and
(iv) any material interest of the Stockholder in such business.

      Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at any annual or special meeting
except in accordance with the procedures set forth in this
Article 2.5. The chairman of the annual or special meeting
shall, if the facts warrant, determine and declare to the
meeting that 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 not properly brought before the
meeting shall not be considered or transacted.

      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, a majority of the votes
cast thereat shall decide any question brought before such
meeting, 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 proxy, by any means permitted
by law.

      Article 2.9.	Organization.  At every meeting of the
Stockholders, the Chairman of the Board, or in his absence or
inability to act, the Vice Chairman of the Board, or in his
absence or inability to act, a chairman chosen by the
Stockholders, 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.

      Article 2.10.	Proxies.  Each Stockholder entitled to vote
at any meeting of Stockholders may authorize another person to
act as proxy for the Stockholder by (a) signing a writing
authorizing another person to act as proxy, (b) transmitting an
authorization for a person or persons to act as proxy to either
(i) the person or persons authorized to act as proxy or (ii) any
other person authorized to receive the proxy authorization on
behalf of the person or persons authorized to act as proxy or
(c) any other means permitted by law.  Signing of a writing may
be accomplished by the Stockholder or the Stockholder's
authorized agent signing the writing or causing the
stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature.  An
authorization of a person or persons to serve as proxy may be
transmitted by any means permitted by law, including telegram,
datagram, electronic mail or any other electronic or telephonic
means.  No proxy shall be valid after the expiration of eleven
months from its date unless it provides otherwise.  Every proxy
shall be revocable at the pleasure of the person authorizing 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 authorized 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 authorized 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 of Common Stock, or of Common Stock and
Preferred Stock (and any other class of stock) voting together
as a single class, may be taken without a meeting if (i) all
Stockholders entitled to vote on the matter consent to the
action in writing, and (ii) such consents are filed with the
records of the meetings of Stockholders.  Except as provided
above, the Stockholders of Preferred Stock and of any other
class of stock (other than Common Stock entitled to vote
generally in the election of directors) may take action or
consent to any action by the written consent of the Stockholders
of the Preferred Stock and/or such other class of stock entitled
to cast not less than the minimum number of votes that would be
necessary to authorize or take the action at a Stockholders'
meeting if the Corporation gives notice of the action to each
Stockholder of the Corporation not later than 10 days after the
effective time of the action.  A 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 Corporation 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 Twelve Directors.  The
Board of Directors shall consist initially of one (1) director.
Thereafter, the Board of Directors shall consist of not less
than three (3) nor more than twelve (12) Directors; provided
that if there are less than three stockholders, the number of
Directors may be the same number as the number of stockholders
but not less than one.  Directors need not be Stockholders.  The
Directors shall have power from time to time, to increase or
decrease the number of Directors by vote of a majority of the
entire Board 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 re-elected 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.  If the Corporation issues
Preferred Stock entitling the holders to elect additional
Directors in special circumstances and those special
circumstances arise, then the number of directors that the
holders of the Common Stock are entitled to elect shall be
reduced to a number such that, when the requisite number of
Directors has been elected by Preferred Stock holders, the total
number of Directors shall not exceed 12 in number.

      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 a meeting of Stockholders 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 and who complies with the notice procedures set
forth in this Article 3.3.

      (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, any such notice by a Stockholder must be
delivered to and received at the principal executive offices of
the Company not later than 60 days prior to the meeting;
provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to
Stockholders, any such notice by a Stockholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which notice of the date of the meeting
was given or such public disclosure was made.

      (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, if any, 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 Section 20(a) of the Investment Company
Act of 1940, as amended, and the rules and regulations
thereunder, or 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 and (B) the class and number of shares of the
capital stock of the Company which are beneficially owned by
such Stockholder.  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 the
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 then only if
the payment of such reimbursement has been approved by the Board
of Directors.  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), the Directors in
office, although less than a quorum, shall continue to act and
may choose a successor or successors, who shall hold office for
the remainder of the full term of the class of directors in
which the vacancy occurred and until a 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 80% of
the votes entitled to be cast for election of the Director's
successor, remove any Director or Directors from office, but
only with cause, and may by a plurality vote 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 or the Vice 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 3.7.	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 resolution of the Board.

      Article 3.9.	Special Meetings.  Special meetings of the
Board may be called by order of the Chairman or Vice 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 or Vice Chairman
of the Board or 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 shall be
necessary to constitute a quorum and sufficient for the
transaction of business; provided, however, that if there are
only 2 or 3 Directors, not less than 2 may constitute a quorum
and provided, further, that if there is only 1 Director, the
presence of such Director will constitute a quorum.  The act of
a majority of the Directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors, except
as may be otherwise 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 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 which shall in each case consist of
such number of members (which may be one) 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 or on
various committees of 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.
      Article 3.17.	Authority to Retain Experts and Advisers.
The Directors who are not "interested persons" (as defined in
the Investment Company Act of 1940, as amended) of the Company
may hire employees and retain experts and advisers, including
independent legal counsel, at the expense of the Company, to the
extent such Directors deem necessary to carry out their duties
as Directors.

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, 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 entire
Board of 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.	Chief Executive Officer; President.  The
Chief Executive Officer shall be the highest ranking officer of
the Company and shall, subject to the supervision of the Board
of Directors, have general oversight responsibility for the
management of the business of the Company.  The Chief Executive
Officer shall see that all orders and resolutions of the Board
are carried into effect.  If the Board has not selected a Chief
Executive Officer, the President shall be the Chief Executive
Officer of the Company and shall perform the duties and exercise
the powers of the Chief Executive Officer and shall perform such
other duties as the Board of Directors shall prescribe.  The
Company may select a President in addition to the Chief
Executive Officer, to have such duties as the Board of Directors
shall prescribe.

      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 or Chief Financial Officer.  The
Treasurer or Chief Financial Officer 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 may be
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 or Chief Financial Officer as the Treasurer or Chief
Financial Officer or the Board of Directors may assign, and, in
the absence of the Treasurer or Chief Financial Officer, may
perform all the duties of the Treasurer or Chief Financial
Officer.

      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 those purposes, and shall perform like duties for
the Executive Committee, or other committees, 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.

      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 without a preliminary determination of
entitlement to indemnification (except as provided below).  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
additional conditions shall be met:  (i) the person seeking
indemnification shall provide a 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, as
amended.

      (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
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:	SHARES.

	Article 6.1(a).	Certificates of Stock.  The interest,
except fractional interests, 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 Chairman of the Board, if
any, or the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant
Secretary and bears the corporate seal.  Such seal may be a
facsimile, engraved or printed.  Where any such certificate is
signed by a Transfer Agent or by a Registrar, the signatures of
any such officer may be 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 6.1(b).	Uncertificated Shares. For any shares
issued without certificates, the Company or a Transfer Agent of
the Company may either issue receipts therefor or may keep
accounts upon the books of the Company for the record holders of
such shares, who shall in either case be deemed, for all
purposes hereunder, to be the holders of such shares as if they
had received certificates therefor.

	Article 6.2.	Lost, Stolen or Destroyed Certificates.  The
Board of Directors, or the President together with the Treasurer
or Chief Financial Officer or Secretary, may direct a new
certificate to be issued in place of any certificate for
certificated shares 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 Chief Financial Officer 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.  Transfer of shares of
the Company shall be made on the books of the Company by the
registered holder thereof or by his duly authorized attorney or
legal representative and upon surrender and cancellation of a
certificate or certificates, if issued, 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 transferor's
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 as the time as of which
Stockholders are entitled to notice of, and to vote at, such a
meeting; 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 the
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 transmitted or
the thirtieth day before the meeting, or, if notice is waived by
all Stockholders, at the close of business on the tenth day
immediately 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 Stockholders 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 such other
location as may be authorized by the Board of Directors from
time to time, except that an original or duplicate stock ledger
shall be maintained at the office of the Company's Transfer
Agent.

      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 and shall not be valid unless so countersigned.  If the
same person shall be both Transfer Agent and Registrar, only one
countersignature by such person shall be required.

BYLAW-SEVEN:	SPECIAL PROVISIONS.
      Article 7.1.	Actions Relating to Discount in Price of the
Company's Shares.  In the event that at any time after the third
year following the initial public offering of shares of the
Company's Common Stock such shares publicly trade for a
substantial period of time at a significant discount from the
Company's then current net asset value per share, the Board of
Directors shall consider, at its next regularly scheduled
meeting, taking various actions designed to eliminate the
discount.  The actions considered by the Board of Directors may
include periodic repurchases by the Company of its shares of
Common Stock or an amendment to the Company's Articles of
Incorporation to make the Company's Common Stock a "redeemable
security" (as such term is defined in the Investment Company Act
of 1940, as amended), subject in all events to compliance with
all applicable provisions of the Company's Articles of
Incorporation, these Bylaws, the Maryland General Corporation
Law and the Investment Company Act of 1940, as amended.

BYLAW-EIGHT:	AMENDMENTS.

      Article 8.1.	General.  Except as provided in the next
succeeding sentence and except as otherwise required by the
Investment Company Act of 1940, as amended, all Bylaws of the
Company shall be subject to amendment, alteration or repeal, and
new Bylaws may be made, exclusively by the affirmative vote of
at least a majority of the entire Board of Directors, 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.  The provisions of Articles
2.5, 3.2, 3.3, 3.5, 7.1 and 8.1 of these Bylaws shall be subject
to amendment, alteration or repeal exclusively by the
affirmative vote of at least a majority of the entire Board of
Directors, including at least 80% of the Continuing Directors
(as such term is defined in Article VII of the Company's
Articles of Incorporation), at any regular or special meeting,
the notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration or repeal.

Dated:  January 12, 2006
As Amended and Restated:	January 27, 2009

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