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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0001003715-08-000180.txt : 20080829
<SEC-HEADER>0001003715-08-000180.hdr.sgml : 20080829
<ACCEPTANCE-DATETIME>20080829130713
ACCESSION NUMBER:		0001003715-08-000180
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20080630
FILED AS OF DATE:		20080829
DATE AS OF CHANGE:		20080829
EFFECTIVENESS DATE:		20080829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW GERMANY FUND INC
		CENTRAL INDEX KEY:			0000858706
		IRS NUMBER:				133555471
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05983
		FILM NUMBER:		081048203

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154-0004
		BUSINESS PHONE:		212-454-6778

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154-0004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LENOX FUND INC
		DATE OF NAME CHANGE:	19900115
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>NG 6.30.08 SEMI-ANNUAL N-SAR
<TEXT>
<PAGE>      PAGE  1
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010 C020001 MA
010 C030001 02109
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<PAGE>      PAGE  2
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012 C020001 MO
012 C030001 64105
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<PAGE>      PAGE  5
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SIGNATURE   PAUL SCHUBERT
TITLE       CFO AND TREASURER

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          <hr style="COLOR: black" noshade size="2">
        </div>
      </div>
      <div id="HDR">
        <div id="GLHDR" style="WIDTH: 100%" align="right"><font style="DISPLAY: inline; FONT-SIZE: 8pt; COLOR: #000000; FONT-FAMILY: Times New Roman">&#160;
</font></div>
      </div>
    </div><br>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">ITEM
77C &#8211; The New Germany Fund, Inc.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Registrant
incorporates by reference to the Proxy Statement filed on May 20, 2008
(Accession No. 0000950123-08-005944).</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The
Annual Meeting of Stockholders of The New Germany Fund, Inc. was held on June
20, 2008.&#160;&#160;At the Meeting, the following matters were voted upon by
the stockholders (the resulting votes are presented below):</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div>
      <table cellpadding="0" cellspacing="0" id="list" width="100%">
          <tr valign="top">
            <td align="right" style="WIDTH: 18pt">
              <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1.&#160;&#160;</font></div>
            </td>
            <td>
              <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">To
      elect six Directors to serve for a term of various lengths and until their
      successors are elected and qualify.</font></div>
            </td>
          </tr>
      </table>
    </div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div>
      <table cellpadding="0" cellspacing="0" width="100%">
          <tr>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Number of Votes:</font></font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Director</font></font></div>
            </td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">For</font></font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Withheld</font></font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Detlef
      Bierbaum</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,588,087</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,117,522</font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Dr.
      Kurt W. Bock</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,591,216</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,114,394</font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">John
      Bult</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,573,727</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,131,883</font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">John
      H. Cannon</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,594,633</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,110,976</font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Werner
      Walbr&#246;l</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,578,075</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,127,535</font></div>
            </td>
          </tr>
          <tr>
            <td align="left" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Peter
      Z&#252;hlsdorff</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">14,567,872</font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 27pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">1,137,737</font></div>
            </td>
          </tr>
      </table>
    </div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div>
      <table cellpadding="0" cellspacing="0" id="list" width="100%">
          <tr valign="top">
            <td align="right" style="WIDTH: 18pt">
              <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">2.&#160;&#160;</font></div>
            </td>
            <td>
              <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">To
      ratify the appointment by the Audit Committee and the Board of Directors
      of PricewaterhouseCoopers LLP, an independent registered public accounting
      firm, as independent auditors for the fiscal year ending December 31,
      2008.</font></div>
            </td>
          </tr>
      </table>
    </div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div>
      <table cellpadding="0" cellspacing="0" width="100%">
          <tr>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Number of Votes:</font></font></div>
            </td>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
          </tr>
          <tr>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">For</font></font></div>
            </td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Against</font></font></div>
            </td>
            <td valign="top" width="18%" style="BORDER-BOTTOM: black 2px solid">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="center"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline">Abstain</font></font></div>
            </td>
          </tr>
          <tr>
            <td valign="top" width="18%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">&#160;
      </font></td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 21.6pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">15,562,681</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 33.3pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">102,959</font></div>
            </td>
            <td align="right" valign="top" width="18%">
              <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 36pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">39,971</font></div>
            </td>
          </tr>
      </table>
    </div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">In
addition to the four Class II nominees, Messrs. John Bult, John H. Cannon,
Werner Walbr&#246;l and Peter Z&#252;hlsdorff proposed for re-election, the Nominating
Committee of The New Germany Fund, Inc. recommended and all of the current
members of the Board of Directors approved the nomination for election of two
current directors of The Central Europe and Russia Fund, Inc. and The European
Equity Fund, Inc., Mr. Detlef Bierbaum and Dr. Kurt W. Block.&#160;&#160;The
purpose for the additional directors&#8217; nominations is to conform membership
across the Boards of all funds in the Family of Investment Companies consisting
of The Central Europe and Russia Fund, Inc., The New Germany Fund, Inc. and The
European Equity Fund, Inc.&#160;&#160;The Family of Investment Companies are
closed-end funds that share the same investment adviser and manager and hold
themselves our as related companies.&#160;&#160;Messrs. Bierbaum and Bock will
serve terms of office of various lengths and until his successor is elected and
qualifies.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">With the
election of the above-named Directors, The New Germany Fund, Inc. is governed by
Detlef Bierbaum, Dr. Kurt W. Bock, John Bult, Ambassador Richard R. Burt, John
H. Cannon, Richard Karl Goeltz, Dr. Franz Wilhelm Hopp, Dr. Friedbert H. Malt,
Ernst-Ulrich Matz, Christian H. Strenger, Dr. Frank Tr&#246;mel, Robert H. Wadsworth,
Werner Walbr&#246;l and Peter Z&#252;hlsdroff.</font></div><br>
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<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>legal77e.htm
<DESCRIPTION>NG LEGAL PROCEEDINGS
<TEXT>
<html>
  <head>
    <title>Unassociated Document</title>
    <!--Licensed to: BBH and Company-->
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    <div id="PGBRK" style="MARGIN-LEFT: 0pt; WIDTH: 100%; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt">
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        <div id="GLFTR" style="WIDTH: 100%" align="left"><font style="DISPLAY: inline; FONT-SIZE: 8pt; COLOR: #000000; FONT-FAMILY: Times New Roman">&#160;
</font></div>
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        <div style="WIDTH: 100%; TEXT-ALIGN: center"><font style="DISPLAY: inline; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman">&#160;
</font></div>
        <div style="WIDTH: 100%; TEXT-ALIGN: center">
          <hr style="COLOR: black" noshade size="2">
        </div>
      </div>
      <div id="HDR">
        <div id="GLHDR" style="WIDTH: 100%" align="right"><font style="DISPLAY: inline; FONT-SIZE: 8pt; COLOR: #000000; FONT-FAMILY: Times New Roman">&#160;
</font></div>
      </div>
    </div><br>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">ITEM
77E &#8211; The New Germany Fund, Inc.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">0n June
6, 2005, Robert H. Daniels, an alleged shareholder of the Fund, filed a putative
class action complaint on behalf of all Fund shareholders against the Fund and
its Directors, in the Circuit Court for Baltimore City, Maryland. This
litigation arises out of an attempt in 2005 by a shareholder of the Fund to
nominate and elect directors who were not qualified as Directors pursuant to the
Fund&#8217;s director qualification bylaw, which sets forth certain eligibility
requirements for directors, including a requirement of relevant experience and
country knowledge consistent with the Fund&#8217;s strategy of investment in German
companies.&#160;&#160;Mr. Daniels seeks declaratory and injunctive relief, as
well as attorneys&#8217; fees, experts&#8217; fees and costs.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On July
12, 2005, the Fund and its Directors removed the case to the United States
District Court for the District of Maryland. On August 26, 2005, the Fund and
its directors filed a motion to dismiss the complaint on various
grounds.&#160;&#160;On March 29, 2006, the judge denied the motion to dismiss
and litigation moved to the document discovery and deposition stage. On March
21, 2007, the Fund and its directors moved for summary judgment dismissing the
action.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On July
23, 2007, the Board of Directors approved the terms of a settlement of the
action. The settlement dismissed the litigation without a change to the bylaws.
Pursuant to the settlement and an agreement with the shareholder group that
sought to nominate competing directors in 2005 and subsequent years, the Fund
would conduct an in-kind tender offer for 20% of the Fund&#8217;s outstanding shares
of common stock at 96% of net asset value per share. The Fund&#8217;s obligation to
conduct the tender offer, as well as the other terms of the settlement, became
effective when the final judgment and order was entered by the Court on October
15, 2007. The Fund commenced the tender offer on December 21, 2007.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">In
connection with the previously announced settlement of the civil class action
Daniels vs. The New Germany Fund, Inc., on December 21, 2007 the Fund commenced
an in-kind tender offer for up to 4,960,940 of its shares of common stock,
representing approximately 20% of its issued and outstanding shares at a price
per share equal to 96% of the net asset value per share as of the close of
regular</font></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">trading
on the New York Stock Exchange on February 4, 2008.</font></div>
    <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br></div>
    <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The
tender offer expired on February 1, 2008. The Fund accepted 4,960,940 properly
tendered shares at a price equal to 96% of the net asset value on February 4,
2008. Approximately 9,708,691 shares of common stock, or approximately 39% of
the Fund&#8217;s common stock outstanding, were tendered through the stated expiration
date. In accordance with the terms of the tender offer, the Fund purchased
shares on a pro rata basis from all tendering shareholders. Accordingly, on a
pro rata basis, 51.0979% of shares of each shareholder who properly tendered
were accepted for payment.</font></div><br>
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    <pre>                                                                 Exhibit 77Q1(a)
                           The New Germany Fund, Inc.
                            (a Maryland corporation)

                                     Bylaws

                   (Amended and Restated as of July 21, 2008)

                                    ARTICLE I

                                     Offices

Section 1. Principal Office.  The principal office of The New Germany Fund, Inc.
(the  "Corporation")  shall be  located  at such place or places as the Board of
Directors may designate.

Section 2. Additional  Offices.  The Corporation may have additional  offices at
such places as the Board of  Directors  may from time to time  determine  or the
business of the Corporation may require.

                                   ARTICLE II

                                  Stockholders

Section 1. Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place as may from time to time be set by the Board of Directors and stated
in the notice of meeting.

Section  2.  Annual  Meetings.  An annual  meeting of the  stockholders  for the
election of directors and  transaction of any business  within the powers of the
Corporation

shall be held on a date and time set by the Board of Directors each year and
stated in the notice of the meeting.

Section 3. Special Meetings. (a) General. The President, Chief Executive Officer or Board of Directors may call a special
meeting of the stockholders. Subject to subsection (b) of this Section 3, a
special meeting of stockholders shall also be called by the Secretary of the
Corporation upon the written request of the stockholders entitled to cast not
less than a majority of all the votes entitled to be cast at such meeting.

	(b) Stockholder Requested Special Meetings. (1) Any stockholder of record seeking to
have stockholders request a special meeting shall, by sending written notice to
the Secretary (the "Record Date Request Notice") by registered mail, return
receipt requested, request the Board of Directors to fix a record date to
determine the stockholders entitled to request a special meeting (the "Request
Record Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or
more stockholders of record as of the date of signature (or their duly
authorized agents), shall bear the date of signature of each such stockholder
(or other agent) and shall set forth all information relating to each such
stockholder that must be disclosed in solicitations of proxies for election of
directors in an election contest (even if an election contest is not involved),
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
14a-11 thereunder or pursuant to the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and the rules thereunder. Upon receiving the
Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date shall not precede

                                       -2-

and shall not be more than ten days after the close of business on the date on
which the resolution fixing the Request Record Date is adopted by the Board of
Directors. If the Board of Directors, within ten days after the date on which a
valid Record Date Request Notice is received, fails to adopt a resolution fixing
the Request Record Date and make a public announcement of such Request Record
Date, the Request Record Date shall be the close of business on the tenth day
after the first date on which the Record Date Request Notice is received by the
Secretary.

(2) In order for any stockholder to request a special meeting, one or more
written requests for a special meeting signed by stockholders of record (or
their duly authorized agents) as of the Request Record Date entitled to cast not
less than a majority (the "Special Meeting Percentage") of all of the votes
entitled to be cast at such meeting (the "Special Meeting Request") shall be
delivered to the Secretary. In addition, the Special Meeting Request shall set
forth the purpose of the meeting and the matters proposed to be acted on at it
(which shall be limited to the matters set forth in the Record Date Request
Notice received by the Secretary), shall bear the date of signature of each such
stockholder (or other agent) signing the Special Meeting Request, shall set
forth the name and address, as they appear in the Corporation's books, of each
stockholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class and number of shares of stock of the Corporation which
are owned of record and beneficially by each such stockholder, shall be sent to
the Secretary by registered mail, return receipt requested, and shall be
received by the Secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the Secretary.

                                       -3-

(3) The Secretary shall inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing the notice of meeting (including the
Corporation's proxy materials). The Secretary shall not be required to call a
special meeting upon stockholder request and such meeting shall not be held
unless, in addition to the documents required by paragraph (2) of this Section
3(b), the Secretary receives payment of such reasonably estimated cost prior to
the mailing of any notice of the meeting.

(4) Except as provided in the next sentence, any special meeting shall be held
at such place, date and time as may be designated by the President, Chief
Executive Officer or Board of Directors, whoever has called the meeting. In the
case of any special meeting called by the Secretary upon the request of
stockholders (a "Stockholder Requested Meeting"), such meeting shall be held at
such place, date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder Requested Meeting shall be
not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and provided further that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting Request
is actually received by the Secretary (the "Delivery Date"), a date and time for
a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 90th day after the Meeting Record Date or, if such 90th day is
not a Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten days after the
Delivery Date, then such meeting shall be held at the principal executive
offices of the Corporation. In fixing a date for any special meeting,

                                       -4-

the President, Chief Executive Officer or Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters to
be considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an annual meeting or a special
meeting. In the case of any Stockholder Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days after
the Delivery Date, then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date.

(5) If at any time as a result of written revocations of requests for the
special meeting, stockholders of record (or their duly authorized agents) as of
the Request Record Date entitled to cast less than the Special Meeting
Percentage shall have delivered and not revoked requests for a special meeting,
the Secretary may refrain from mailing the notice of the meeting or, if the
notice of the meeting has been mailed, the Secretary may revoke the notice of
the meeting at any time before ten days before the meeting if the Secretary has
first sent to all other requesting stockholders written notice of such
revocation and of intention to revoke the notice of the meeting. Any request for
a special meeting received after a revocation by the Secretary of a notice of a
meeting shall be considered a request for a new special meeting.

(6) The Chairman of the Board of Directors, the President or the Board of
Directors may appoint regionally or nationally recognized independent inspectors
of elections to act as the agent of the Corporation for the purpose of promptly
performing a ministerial review of the validity of any purported Special Meeting
Request received by the Secretary. For the purpose of permitting the inspectors
to perform such review, no

                                       -5-

such purported request shall be deemed to have been delivered to the Secretary
until the earlier of (i) five Business Days after receipt by the Secretary of
such purported request and (ii) such date as the independent inspectors certify
to the Corporation that the valid requests received by the Secretary represent
at least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (6) shall
in any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

(7) For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.

Section 4. Notice of Meetings of Stockholders. Not less than ten nor more than
90 days before each meeting of stockholders, the Secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail, presenting it to the stockholder
personally, leaving it at the stockholder's residence or usual place of business
or transmitting the notice to the stockholder in any other manner authorized by
law. If mailed, notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at the stockholder's post office
address as it appears upon

                                       -6-

the books of the Corporation. A meeting of stockholders convened on the date for
which it was called may be adjourned from time to time and place to place
without further notice to a date not more than 120 days after the original
record date.

Section 5. Scope of Notice. Any business of the Corporation may be transacted at
an annual meeting of stockholders without being specifically designated in the
notice, except such business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of stockholders
except as specifically designated in the notice.

Section 6. Quorum. At any meeting of stockholders, the presence in person or by
proxy of stockholders entitled to cast one-third of all the votes entitled to be
cast at such meeting shall constitute a quorum; but this section shall not
affect any requirement under any statute or the charter of the Corporation for
the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the stockholders, the chairman of the
meeting, in accordance with Section 12 of this Article II of these Bylaws, shall
have the power to adjourn the meeting from time to time to a date not more than
120 days after the original record date without notice other than announcement
at the meeting. At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally notified.

Section 7. Voting. A plurality of all the votes cast at
a meeting of stockholders duly called and at which a quorum is present shall be
sufficient to elect a director. Each share may be voted for as many individuals
as there are directors to be elected and for whose election the share is
entitled to be voted. A majority of the votes cast at a meeting

                                       -7-

of stockholders duly called and at which a quorum is present shall be sufficient
to approve any other matter which may properly come before the meeting, unless
more than a majority of the votes cast is required by statute or by the charter
of the Corporation. Unless otherwise provided in the charter, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.

Section 8. Proxies. A stockholder may cast the votes entitled to be cast by the
shares of the stock owned of record by him, her or it either in person or by
proxy executed by the stockholder or the stockholder's duly authorized agent in
any manner authorized by law. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.

Section 9. Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the President or a Vice President, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any Director or other
fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.

                                       -8-

Shares of stock of the Corporation directly or indirectly owned by it shall not
be voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.


Section 10. Inspectors. At any meeting of stockholders, the chairman of the
meeting may appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares represented at the
meeting based upon their determination of the validity and effect of proxies,
count all votes, report

                                       -9-

the results and perform such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the stockholders.

Each report of an inspector shall be in writing and signed by the inspector or by a majority
of them if there is more than one inspector acting at such meeting. If there is
more than one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie
evidence thereof.

Section 11. Presiding Officer -- Stockholders Meetings. At every meeting of stockholders, the Chairman of the Board, if there be one, shall
conduct the meeting or, in the case of vacancy in office or absence of the
Chairman of the Board, one of the following directors or officers present shall
conduct the meeting in the order stated: the Vice Chairman of the Board, if
there be one, the Chief Executive Officer, the President, the Vice Presidents in
their order of rank and seniority, or a chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, shall act as chairman, and the
Secretary, or, in his or her absence, an Assistant Secretary, or in the absence
of both the Secretary and Assistant Secretaries, a person appointed by the
chairman shall act as secretary.

Section 12. Conduct of Stockholders Meetings. The order of business and all other matters of procedure at any meeting of
stockholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting;

                                      -10-

(b) limiting attendance at the meeting to stockholders of record of the
Corporation, their duly authorized proxies or other such persons as the chairman
of the meeting may determine; (c) limiting participation at the meeting on any
matter to stockholders of record of the Corporation entitled to vote on such
matter, their duly authorized proxies or other such persons as the chairman of
the meeting may determine; (d) limiting the time allotted to questions or
comments by participants; (e) maintaining order and security at the meeting; and
(f) recessing or adjourning the meeting to a later date and time and a place
announced at the meeting. Unless otherwise determined by the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

Section 13. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. (a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors and the proposal of business to
be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of notice
provided for in this Section 13(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 13(a).

(2) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 13, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter

                                      -11-

for action by the stockholders. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than 90 days nor more than 120 days prior to the first anniversary of
the date of mailing of the notice for the preceding year's annual meeting;
provided, however, that in the event that the date of mailing of the notice for
the annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of mailing of the notice for the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered not earlier
than the 120th day prior to the date of mailing of the notice for such annual
meeting and not later than the close of business on the later of the 90th day
prior to the date of mailing of the notice for such annual meeting or the tenth
day following the day on which disclosure of the date of mailing of the notice
for such meeting is first made. In no event shall the public announcement of a
postponement or adjournment of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (A) the name, age, business
address and residence address of such person, (B) the class and number of shares
of stock of the Corporation that are beneficially owned by such person, (C) all
other information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act
or pursuant to the Investment Company Act and the rules thereunder (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected), and (D) a statement

                                      -12-

specifying which of clauses (1)-(7) of the definition of "Relevant Experience
and Country Knowledge" in Article III, Section 3 of the Bylaws the person being
nominated satisfies, information relating to such person sufficient to support a
determination that the person satisfies the specified clause or clauses of the
definition and a representation that the person does not have a "Conflict of
Interest" as defined in Article III, Section 3 of the Bylaws; (ii) as to any
other business that the stockholder proposes to bring before the meeting, a
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder (including any anticipated benefit to the
stockholder therefrom) and of each beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and each
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(x) the name and address of such stockholder, as they appear on the
Corporation's stock ledgers and a current name and address, if different, and of
such beneficial owner, and (y) the class and number of shares of each class of
stock of the Corporation which are owned beneficially and of record by such
stockholder and owned beneficially by such beneficial owner.

(3) Notwithstanding anything in this subsection (a) of this Section 13 to the
contrary, in the event the Board of Directors increases or decreases the maximum
or minimum number of directors in accordance with Article III, Section 2 of
these Bylaws, and there is no public announcement of such action at least 100
days prior to the first anniversary of the date of mailing of the preceding
year's annual meeting, a stockholder's notice required by this Section 13(a)
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be

                                      -13-

delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for in this Section 13 and
at the time of the special meeting, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 13. 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 such stockholder
may nominate a person or persons (as the case may be) for election as a director
as specified in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph (a)(2) of this Section 13 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the 120th day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public

                                      -14-

announcement of a postponement or adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.

(c) General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 13 and Article III, Section 3 of these
Bylaws shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 13. The
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 13 and, if any proposed nomination or business is not in compliance
with this Section 13, to declare that such defective nomination or proposal be
disregarded.

	(2) For purposes of this Section 13, (a) the "date of mailing of the notice"
shall mean the date of the proxy statement for the solicitation of proxies for
election of directors and (b) "public announcement" shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated Press or
comparable news service or (ii) in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to the Exchange Act or the
Investment Company Act.

	(3) Notwithstanding the foregoing provisions of this Section 13, a stockholder
shall also comply with all applicable requirements of state law and of the
Exchange Act and the Investment Company Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 13. Nothing in
this Section 13 shall be deemed to affect any right of stockholders to request
inclusion of proposals in, nor the

                                      -15-

right of the Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.

Section 14. Voting by Ballot. Voting on any question or in any election may
be viva voce unless the chairman of the meeting shall order or any stockholder
shall demand that voting be by ballot.

                                   ARTICLE III

                               Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.

Section 2. Number and Tenure. The number of Directors shall be not less than the minimum number
required from time to time by the Maryland General Corporation Law. Subject to
the minimum number of directors described in the immediately preceding sentence,
the number of directors of the Corporation shall be fixed only by a vote of the
Board of Directors.

Section 3. Qualifications. Directors need not be stockholders. Each Director
shall hold office until the earlier of: (a) the expiration of his term and his
or her successor shall have been elected and qualifies, (b) his or her death,
(c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
(a) have Relevant Experience and Country Knowledge (as defined below), (b) not
have any Conflict of Interest (as defined below) and (c) not be over 72 years of
age; provided that clause (c) shall not apply to any person who was a Director
on October 15, 1999 or to any person whom the Nominating Committee (or in

                                      -16-

the absence of such a Committee, the Board of Directors) determines to except
from that clause on the basis that the person's prior public or government
service or other broad-based activities in the business community make it
essential that the Corporation continue to receive the benefit of the person's
services as a Director. The determination described in the previous sentence
shall be made on or before the time of nomination. Whether a proposed nominee
satisfies the foregoing qualifications shall be determined by the Nominating
Committee or, in the absence of such a Committee, by the Board of Directors,
each in its sole discretion.

"Relevant Experience and Country Knowledge" means
experience in business, investment, economic or political matters of Germany or
the United States through service for 10 of the past 20 years (except where a
shorter period is noted) in one or more of the following principal occupations:

   (1) senior executive officer or partner of a financial or industrial business
       headquartered in Germany that has annual revenues of at least the
       equivalent of US $500 million,

    (2) senior executive officer or partner of a financial or industrial business
    headquartered in the United States that has annual revenues of at least
    the equivalent of US $500 million and whose management responsibilities include supervision of European business operations,

    (3)  director (or the equivalent) for 5 of the past 10 years of one or more
    investment businesses or vehicles (including this Corporation) a
    principal focus of which is investment in Germany and that have at least the
equivalent of US $250 million in combined total assets of their own,

    (4)  senior executive officer or partner of an investment management business
    having at least the equivalent of US $500 million in securities of German
    companies or securities principally traded in Germany under discretionary management for others,

   (5) senior executive officer or partner of a business consulting, accounting
       or law firm having at least 100 professionals and (b) whose principal

                                      -17-

       responsibility involves or involved providing services involving European
       matters for financial or industrial businesses, investment businesses or
       vehicles or investment management businesses as described in (1)-(4)
       above,

    (6) senior official (including ambassador or minister) in the national
    government, a government agency or the central bank of Germany or the
    United States, in a major supranational agency or organization of which
Germany or the United States is a member, or in a leading international
   trade organization relating to Germany or the United States, in each case
   in the area of finance, economics, trade or foreign relations, or

    (7) current director or senior officer (without regard to years of service)
    of an investment manager or adviser of the Corporation, or of any entity
    controlling or under common control with an investment manager or adviser of the Corporation.

For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of
the next paragraph, the term "financial or industrial business" includes a
financial or industrial business unit within a larger enterprise; the term
"investment businesses or vehicles" includes an investment business unit or
investment vehicle within a larger enterprise; the term "investment management
business" includes an investment management business unit within a larger
enterprise; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisfies the revenue, asset and other requirements specified for the business
or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of
the next paragraph.

"Conflict of Interest" means the presence of a conflict with the interests of
the Corporation or its operations through any of the following:

   (1)    current position (a) as a director, officer, partner or employee of
    another investment vehicle a significant (i.e., 25% or more of total
    assets) focus of which is securities of German companies or
   securities principally traded in German markets and that does not have
   the same investment adviser as the ( Corporation or an investment adviser
   affiliated with an investment adviser

                                      -18-

       of the Corporation and (b) having direct and regular responsibilities relating to that investment vehicle,

    (2)   current position as (a) a director, officer, partner or employee of the
    sponsor (or equivalent) of an investment vehicle described in the
    previous point and (b) having direct and regular responsibilities
relating to that investment vehicle, or

   (3) current position as an official of a governmental agency or
       self-regulatory body having responsibility for regulating the Corporation
       or the markets in which it proposes to invest.

Section 4. Vacancies. Subject to the provisions of the Investment Company Act,
each vacancy on the Board of Directors of the Corporation may be filled only by
the affirmative vote of a majority of the remaining directors in office, even if
the remaining directors do not constitute a quorum. Any director elected to fill
a vacancy shall hold office for the remainder of the full term of the class of
directors in which the vacancy occurred and until a successor is elected and
qualifies.

Section 5. Place of Meeting. The Directors may hold their meetings, have one or
more offices, and keep the books of the Corporation at any office or offices of
the Corporation or at any other place as they may from time to time by
resolution determine, or in the case of meetings, as they may from time to time
by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.

Section 6. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Maryland, for the holding of regular meetings of the Board of Directors
without other notice than such resolution.

                                      -19-

Section 7. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary or two or more Directors who are then appointed to the Executive
Committee.

Section 8. Notice. Notice of any special meeting of the Board of Directors shall
be delivered personally or by telephone, facsimile transmission, United States
mail or courier to each Director at his business or residence address. Notice by
personal delivery, by telephone or a facsimile transmission shall be given at
least two days prior to the meeting. Notice by mail shall be given at least five
days prior to the meeting and shall be deemed to be given when deposited in the
United States mail properly addressed, with postage thereon prepaid. Telephone
notice shall be deemed to be given when the Director is personally given such
notice in a telephone call to which he or she is a party. Facsimile transmission
notice shall be deemed to be given upon completion of the transmission of the
message to the number given to the Corporation by the Director and receipt of a
completed answer-back indicating receipt. Neither the business to be transacted
at, nor the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in the notice, unless specifically required by statute
or these Bylaws.

Section 9. Quorum and Voting. A majority of the Board of Directors then in
office shall constitute a quorum for the transaction of business, provided that,
if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the charter of
the Corporation or these Bylaws, the vote of a majority of a particular group of
Directors is required for action, a quorum must also

                                      -20-

include a majority of such group. The action of the majority of the Directors
present at any meeting at which a quorum is present shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute.

Section 10. Telephone Meetings. 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. Participation
in a meeting by these means constitutes presence in person at the meeting.

Section 11. Informal Action by the Board of Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a written consent to such action is signed by each
Director and such written consent is filed with the minutes of the proceedings
of the Board or such committee; provided that no such action by written consent
may be taken to approve or continue an investment advisory contract pursuant to
Section 15 of the Investment Company Act.

Section 12. Compensation of Directors. Directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to
time be voted by the Board of Directors.

                                   ARTICLE IV

                                   Committees

Section 1. Number, Tenure and Qualifications. The Board of Directors may appoint from among its members an Audit
Committee and other committees, composed of one or more Directors, to serve at the pleasure of the Board of
Directors. The Board of
                                      -21-

Directors may appoint from among its members an Executive Committee composed of
two or more Directors, to serve at the pleasure of the Board of Directors.

Section 2. Powers. The Board of Directors may delegate to committees appointed
under Section 1 of this Article any of the powers of the Board of Directors,
except as prohibited by law.

Section 3. Meetings. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors. Any two members
of the committee shall constitute a quorum for the transaction of business at
any meeting of the committee. The act of a majority of the committee members
present at a meeting shall be the act of such committee. The Board of Directors
may designate a chairman of any committee, and such chairman or any two members
of any committee (if there are at least two members of the committee) may fix
the time and place of its meeting unless the Board shall otherwise provide. In
the absence of any member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint another
Director to act in the place of such absent member. Each committee shall keep
minutes of its proceedings.

Section 4. Telephone Meetings. Members of a committee 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. Participation in a meeting by these means
constitutes presence in person at the meeting.

Section 5. Informal Action by Committees. Any action required or permitted to be
taken at any meeting of a committee of the Board of Directors may be taken
without a

                                      -22-

meeting, if a consent in writing to such action is signed by each member of the
committee and such written consent is filed with the minutes of proceedings of
such committee; provided that no such action by written consent may be taken to
approve or continue an investment advisory contract pursuant to Section 15 of
the Investment Company Act.

Section 6. Vacancies. Subject to the provisions hereof, the Board of Directors
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.

                                    ARTICLE V

                                    Officers

Section 1. General Provisions. The officers of the Corporation shall include a
Chief Executive Officer, a President, a Secretary and a Treasurer and may
include a Chairman of the Board, a Vice Chairman of the Board, one or more Vice
Presidents, a Chief Operating Officer, a Chief Financial Officer, one or more
Assistant Secretaries and one or more Assistant Treasurers. In addition, the
Board of Directors may from time to time appoint such other officers with such
powers and duties as they shall deem necessary or desirable. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders, except that the Chief Executive Officer may appoint one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. If the election
of officers shall not be held at such meeting, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
or her successor is elected and

                                      -23-

qualifies or until his or her death, resignation or removal in the manner
hereinafter provided. Any two or more offices except President and Vice
President may be held by the same person. In its discretion, the Board of
Directors may leave unfilled any office except that of President, Treasurer and
Secretary. Election of an officer or agent shall not of itself create contract
rights between the Corporation and such officer or agent.

Section 2. Removal and Resignation. Any officer or agent of the Corporation may be removed by the Board
of Directors if in its judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officer of the Corporation may
resign at any time by giving written notice of his or her resignation to the
Board of Directors, the Chairman of the Board, the President or the Secretary.
Any resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the resignation. Such
resignation shall be without prejudice to the contract rights, if any, of the
Corporation.

Section 3. Vacancies. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

Section 4. Chairman of the Board. The Board of Directors shall designate a Chairman of the Board. The Chairman of the
Board shall preside over the meetings of the Board of Directors and of the
stockholders at which he or she shall be present. The Chairman of the Board
shall perform such other duties as may be assigned to him or her by the Board of
Directors.

                                      -24-

Section 5. Chief Executive Officer. The Board of Directors may designate a Chief
Executive Officer. In the absence of such designation, the Chairman of the Board
shall be the Chief Executive Officer of the Corporation. The Chief Executive
Officer shall have general responsibility for implementation of the policies of
the Corporation, as determined by the Board of Directors, and for the management
of the business and affairs of the Corporation. He or she may execute any deed,
mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation or shall be
required by law to be otherwise executed.

Section 6. President. The President shall have the responsibilities and duties as set forth by the Board of
Directors or, in the event that the offices of Chief Executive Officer and
President are not held by the same person, the Chief Executive Officer.

Section 7. Chief Operating Officer. The Board of Directors may designate a Chief
Operating Officer. The Chief Operating Officer shall have the responsibilities
and duties as set forth by the Board of Directors or the Chief Executive
Officer.

Section 8. Chief Financial Officer. The Board of Directors may designate a Chief
Financial Officer. The Chief Financial Officer shall have the responsibilities
and duties as set forth by the Board of Directors or the Chief Executive
Officer.

Section 9. Vice Presidents. In the absence of the Chief Executive Officer and
the President or in the event of a vacancy in such office, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their election or, in the absence of any
designation, then in the order of their election) shall perform the duties of
the Chief Executive Officer and the President and

                                      -25-

when so acting shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer and the President; and shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. The Board of Directors or the Chief
Executive Officer may designate one or more Vice Presidents as executive Vice
President or as Vice President for particular areas of responsibility.

Section 10. Secretary. The Secretary shall (a) keep the minutes of the proceedings of
the stockholders, the Board of Directors and committees of the Board of
Directors in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
have general charge of the share transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him by
the Chief Executive Officer, the President or by the Board of Directors.

Section 11. Treasurer. The Treasurer shall have the custody of the funds and securities
of the Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Board of Directors, at the regular meetings of the
Board of Directors

                                      -26-

or whenever it may so require, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his or her office and
for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
moneys and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

Section 12. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to them by the Secretary
or Treasurer, respectively, or by the Chief Executive Officer or the Board of
Directors. The Assistant Treasurers shall, if required by the Board of
Directors, give bonds for the faithful performance of their duties in such sums
and with such surety or sureties as shall be satisfactory to the Board of
Directors.

Section 13. Salaries. The salaries and other compensation of the officers shall
be fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he or she is also a director.

                                      -27-

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Corporation and such authority may be general or
confined to specific instances. Any agreement, deed, mortgage, lease or other
document executed by one or more of the directors or by an authorized person
shall be valid and binding upon the Board of Directors and upon the Corporation
when authorized or ratified by action of the Board of Directors.

Section 2. Checks and Drafts. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or agent of the Corporation in such manner as
shall from time to time be determined by the Board of Directors.

Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may designate.

                                   ARTICLE VII

                                      Stock

Section 1. Certificates for Shares. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the Chief Executive Officer, the President or a Vice
President and countersigned by the

                                      -28-

Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the seal, if any, of the Corporation. The signatures may
be either manual or facsimile. Certificates shall be consecutively numbered; and
if the Corporation shall, from time to time, issue several classes of stock,
each class may have its own number series. A certificate is valid and may be
issued whether or not an officer who signed it is still an officer when it is
issued. Each certificate representing shares which are restricted as to their
transferability or voting powers, which are preferred or limited as to their
dividends or as to their allocable portion of the assets upon liquidation or
which are redeemable at the option of the Corporation, shall have a statement of
such restriction, limitation, preference or redemption provision, or a summary
thereof, plainly stated on the certificate. If the Corporation has authority to
issue stock of more than one class, the certificate shall contain on the face or
back a full statement or summary of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption of each class of stock and, if the Corporation is authorized to issue
any preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set and the authority of the Board of Directors to set the relative rights and
preferences of subsequent series. In lieu of such statement or summary, the
certificate may state that the Corporation will furnish a full statement of such
information to any stockholder upon request and without charge. If any class of
stock is restricted by the Corporation as to transferability, the certificate
shall contain a full statement of the restriction or state that

                                      -29-

the Corporation will furnish information about the restrictions to the
stockholder on request and without charge.

Section 2. Transfers of Shares. Shares of the Corporation shall be transferable on the books of the Corporation
by the holder thereof in person or by the person's duly authorized attorney or
legal representative, upon surrender and cancellation of certificates, if any,
for the same number of shares, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of the authenticity of
the signature as the Corporation or its agents may reasonably require; in the
case of shares not represented by certificates, the same or similar requirements
may be imposed by the Board of Directors. The Corporation shall be entitled to
treat the holder of record of any share 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 on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be
subject in all respects to the charter of the Corporation and all of the terms
and conditions contained therein.

Section 3. Stock Ledgers. An original or duplicate stock ledger of the Corporation, containing the names and addresses of
the stockholders and the number of shares held by them respectively, shall be
maintained at the principal offices of the Corporation or, if the Corporation
employs a Transfer Agent, at the offices of the Transfer Agent of the
Corporation.

                                      -30-

Section 4. Lost, Stolen or Destroyed Certificates. Any officer designated by the
Board of Directors may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to advertise the same in such manner as he or she
shall require and/or to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

Section 5. Closing of Transfer Books or Fixing of Record Date. The Board of
Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
determining stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders of record is to be held or 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 longer than 20
days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of

                                      -31-

or to vote at a meeting of stockholders, such books shall be closed for at least
ten days before the date of such meeting.

If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a)
the record date for the determination of stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day on which the notice of meeting is mailed or the 30th day before the meeting,
whichever is the closer date to the meeting, and (b) the record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on the day on which
the resolution of the directors, declaring the dividend or allotment of rights,
is adopted.

When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

Section 6. Fractional Stock; Issuance of Units. The Board of Directors may issue
fractional stock or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation. Any security issued in a
unit shall have the same characteristics as any identical securities issued by
the Corporation, except that the Board of Directors may

                                      -32-

provide that for a specified period securities of the Corporation issued in such
unit may be transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 Corporate Seal

Section 1. In General. The Board of Directors may provide for a suitable
corporate seal, in such form and bearing such inscriptions as it may determine.

Section 2. Affixing Seal. Whenever the Corporation is permitted or required to
affix its seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a seal to place the word "(SEAL)"
adjacent to the signature of the person authorized to execute the document on
behalf of the Corporation.

                                   ARTICLE IX

                                   Fiscal Year

The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.

                                    ARTICLE X

                                  Distributions

Section 1. Authorization. Dividends and other distributions upon the stock of
the Corporation may be authorized by the Board of Directors, subject to the
provisions of law and the charter of the Corporation. Dividends and other
distributions may be paid in cash, property or stock of the Corporation, subject
to the provisions of law and the charter.

                                      -33-

Section 2. Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of
the Corporation, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

                                   ARTICLE XI

                                Waiver of Notice

Whenever any notice is required to be given pursuant to the charter of the
Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose of any
meeting need be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall constitute a
waiver of notice of such meeting, except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                      -34-

                                   ARTICLE XII

                                 Indemnification

The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act) as currently in effect or as the same may
hereafter be amended, any person made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of the Corporation or serves or
served at the request of the Corporation any other enterprise as a director or
officer. To the fullest extent permitted by law (including the Investment
Company Act) as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this Article XII shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a director or officer as
provided above. No amendment of this Article XII shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment. For purposes of this Article XII, the term "Corporation" shall
include any predecessor of the Corporation and any constituent corporation
(including any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee benefit plan; service
"at the request of the Corporation" shall include service as a director or
officer of

                                      -35-

the Corporation which imposes duties on, or involves services by, such director
or officer with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the best interests of the
Corporation.

                                  ARTICLE XIII

                                    Custodian

Section 1. In General. The Corporation shall have as custodian or custodians
(including any sub-custodian) one or more trust companies or banks of good
standing which shall conform to the requirements of Section 17(f) of the
Investment Company Act and the rules promulgated thereunder. To the extent
required by the Investment Company Act and the rules promulgated thereunder, the
funds and securities held by the Corporation shall be kept in the custody of one
or more such custodians (and any sub-custodian), provided such custodian or
custodians (and any sub-custodian) can be found ready and willing to act.

Section 2. Resignation, Change or Inability to Serve. The Corporation shall upon
the resignation, change or inability to serve of its custodian (and any
sub-custodian):

	(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;

                                      -36-

	(ii) require that the cash and securities owned by the Corporation be delivered
directly to the successor custodian; and

	(iii) in the event that no successor custodian can be found, submit to the stockholders before permitting delivery of
the cash and securities owned by the Corporation otherwise than to a successor
custodian, the question whether or not this Corporation shall be liquidated or
shall function without a custodian.

                                   ARTICLE XIV

                               Amendment of Bylaws

The Bylaws of the Corporation may be altered, amended, added to or repealed by a
majority vote of the entire Board of Directors; the power to alter, amend, add
to or repeal the Bylaws is vested exclusively in the Board of Directors.

                                      -37-
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