<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>5
<FILENAME>th96vote.txt
<DESCRIPTION>SHAREHOLDER VOTE
<TEXT>
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. ARTICLES SUPPLEMENTARY

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC., a
Maryland corporation having its principal Maryland office in
Baltimore City, Maryland, (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (the "Department") that:

FIRST:  Under a power contained in Title 3, Subtitle 8 of
the Maryland General Corporation Law ("MGCL"), and by a
resolution of its Board of Directors, the Corporation has
elected to become subject to the provisions of: Section 3-804(a)
of the MGCL, which requires at least a two-thirds stockholder
vote for removal of directors, and then only for cause in
accordance with Section 2-406(b)(3) of the MGCL; and Section 3-
805 of the MGCL, under which a special meeting of the
stockholders requested by stockholders may be called only upon
the written request of stockholders entitled to cast at least a
majority of the votes entitled to be cast at the meeting, and
certain procedural requirements are specified in connection with
such special meetings of the stockholders. In the event of any
inconsistency with the charter or bylaws of the Corporation, the
aforesaid MGCL provisions will govern.

SECOND:  The election to become subject to Sections 3-
804(a) and 3-805 of the MGCL has been approved by the Board of
Directors of the Corporation in the manner and by the vote
required by law.
      IN WITNESS WHEREOF, Credit Suisse Asset Management Income
Fund, Inc. has caused these presents to be signed in its name
and on its behalf by its President and witnessed by its
Secretary as of this 14th day of August, 2008, and the
undersigned officers acknowledge that these Articles
Supplementary are the act of the Corporation, that to the best
of their knowledge, information and belief all matters and facts
set forth herein relating to the authorization and approval of
these Articles are true in all material respects, and that this
statement is made under the penalties of perjury.
WITNESS:			CREDIT SUISSE ASSET MANAGEMENT
				INCOME FUND, INC.
/s/J. Kevin Gao			By: /s/ George R. Hornig
Secretary			President


AMENDED AND RESTATED BYLAWS
OF CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
ARTICLE I
NAME OF COMPANY, LOCATION OF OFFICES AND SEAL
		Section 1.  Name.  The name of the Company is Credit
Suisse Asset Management Income Fund, Inc.
		Section 2.  Principal Offices.  The principal office
of the Company in the State of Maryland shall be located in
Baltimore, Maryland.  The Company may, in addition, establish
and maintain such other offices and places of business within or
outside the State of Maryland as the Board of Directors may from
time to time determine.
		Section 3.  Seal.  The corporate seal of the Company
shall be circular in form and shall bear the name of the
Company, the year of its incorporation and the words "Corporate
Seal, Maryland."  The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed
or otherwise reproduced.  Any Officer or Director of the Company
shall have authority to affix the corporate seal of the Company
to any document requiring the same and the seal may be used by
placing the word "(SEAL)" adjacent to the signature of the
person authorized to sign the document on behalf of the Company.
ARTICLE II
MEETINGS OF STOCKHOLDERS
		Section 1.  Place of Meetings.  All meetings of the
Stockholders shall be held at such place within the United
States, whether within or outside the State of Maryland, as the
Board of Directors shall determine, which shall be stated in the
notice of the meeting or in a duly executed waiver of notice
thereof.
		Section 2.  Annual Meeting.  The annual meeting of the
Stockholders of the Company shall be held at such place as the
Board of Directors shall select on such date as may be fixed by
the Board of Directors each year, at which time the Stockholders
shall elect Directors by a plurality of votes cast, and transact
such other business as may properly come before the meeting.
Any business of the Company may be transacted at the annual
meeting without being specially designated in the notice of
meeting except as otherwise provided by statute, by the
Company's charter or by these Bylaws.
            Section 3.  Special Meetings.  (a) General.  Special
meetings of the Stockholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Company's charter, may
be called by resolution of the Board of Directors or by the
President, and shall be called by the Secretary at the request
of a majority of the Board of Directors or at the request, in
writing, of Stockholders holding at least a majority of the
votes entitled to be cast at the meeting, subject to the
provisions of subsection (b) of this Section 3.  At any special
meeting of the Stockholders, only such business shall be
conducted as shall be properly brought before the meeting and
has been indicated in the notice of meeting given in accordance
with Section 4 of this Article II.

		(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 agents duly authorized in a writing accompanying the
Record Date Request Notice), shall bear the date of signature of
each such Stockholder (or such 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 (or any successor provision) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  Upon
receiving the Record Date Request Notice, the Board of Directors
may fix a Request Record Date.  The Request Record Date shall
not precede 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 in proper form is received,
fails to adopt a resolution fixing the Request Record Date, the
Request Record Date shall be the close of business on the tenth
day after the first date on which a valid Record Date Request
Notice in proper form 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 agents duly
authorized in a writing accompanying the request) 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 (a) shall set forth the purpose of the meeting and the
matters proposed to be acted on at it (which shall be limited to
those lawful matters set forth in the Record Date Request Notice
received by the Secretary), (b) shall bear the date of signature
of each such Stockholder (or such agent) signing the Special
Meeting Request, (c) shall set forth the name and address, as
they appear in the Company's books, of each Stockholder signing
such request (or on whose behalf the Special Meeting Request is
signed), the class, series and number of all shares of stock of
the Company which are owned by each such Stockholder, and the
nominee holder for, and number of, shares owned by such
Stockholder beneficially but not of record, (d) shall be sent to
the Secretary by registered mail, return receipt requested, and
(e) shall be received by the Secretary within 60 days after the
Request Record Date.  Any requesting Stockholder (or agent duly
authorized in a writing accompanying the revocation or the
Special Meeting Request) may revoke his, her or its request for
a special meeting at any time by written revocation delivered to
the Secretary.
			(3)  The Secretary shall inform the requesting
Stockholders of the reasonably estimated cost of preparing and
mailing the notice of meeting (including the Company'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 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 in proper form 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 office of the Company.  In fixing a date
for any special meeting, the President 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 the 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.  The Board of Directors may
revoke the notice for any Stockholder Requested Meeting in the
event that the requesting Stockholders fail to comply with the
provisions of paragraph (3) of this Section 3(b).
			(5)  If written revocations of requests for the
special meeting have been delivered to the Secretary and the
result is that Stockholders of record (or their agents duly
authorized in writing), as of the Request Record Date, entitled
to cast less than the Special Meeting Percentage have delivered,
and not revoked, requests for a special meeting to the
Secretary, the Secretary shall: (i) if the notice of meeting has
not already been mailed, refrain from mailing the notice of the
meeting and send to all requesting Stockholders who have not
revoked such requests written notice of any revocation of a
request for the special meeting, or (ii) if the notice of
meeting has been mailed and if the Secretary first sends to all
requesting Stockholders who have not revoked requests for a
special meeting written notice of any revocation of a request
for the special meeting and written notice of the Secretary's
intention to revoke the notice of the meeting, revoke the notice
of the meeting at any time before the commencement 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 President or Board of Directors may, but
shall not be required to,  appoint regionally or nationally
recognized independent inspectors of elections to act as the
agent of the Company 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 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 Company that
the valid requests received by the Secretary represent at least
the Special Meeting Percentage.  Nothing contained in this
paragraph (6) shall in any way be construed to suggest or imply
that the Company 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 By-Laws, "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.  Written notice of every meeting
of Stockholders, stating the purpose or purposes for which the
meeting is called, the time when and the place where it is to be
held, shall be served, in any manner permitted by law, not less
than ten nor more than ninety days before the meeting, upon each
Stockholder as of the record date fixed for the meeting who is
entitled to notice of or to vote at such meeting.  If mailed,
(i) such notice shall be directed to a Stockholder at such
Stockholder's address as it shall appear on the books of the
Company (unless such Stockholder shall have filed with the
Transfer Agent of the Company a written request that notices be
mailed to some other address, in which case it shall be mailed
to the address designated in such request) and (ii) such  notice
shall be deemed to have been given as of the date when it is
deposited in the United States mail with first-class postage
thereon prepaid.  If sent by electronic mail, such notice shall
be sent to the e-mail address provided by the Stockholder and
shall be deemed sent when a confirmation of such transmission
has been received by the Company.  Notice of any meeting of
Stockholders shall be deemed waived by any Stockholder who
attends the meeting in person or by proxy, or who before or
after the meeting submits a signed waiver of notice that is
filed with the records of the meeting.  Failure to give notice
of any meeting to one or more Stockholders, or any irregularity
in such notice, shall not affect the validity of any meeting
fixed in accordance with this Article, or the validity of any
proceedings at such meeting.

            Section 5.  Notice of Business of Annual or Special
Stockholder Meetings.

            (a)  Annual Meetings of Stockholders.  (1) Nominations
of individuals for election to the Board of Directors and the
proposal of other business to be considered by the Stockholders
may be made at an annual meeting of Stockholders (i) pursuant to
the Company's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any Stockholder of the
Company who was a Stockholder of record both at the time of
giving of notice by the Stockholder as provided for in this
Section 5(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who has complied with this
Section 5(a).

            	(2)	For nominations or other business to be
brought before an annual meeting by a Stockholder pursuant to
clause (iii) of paragraph (a)(1) of this Section 5, the
Stockholder must have given timely notice thereof in writing to
the Secretary of the Company and such other business must
otherwise be a proper matter for action by the Stockholders.  To
be timely, a Stockholder's notice shall set forth all
information required under this Section 5 and shall be delivered
to the Secretary at the principal executive office of the
Company not earlier than the 150th day nor later than 5:00 p.m.,
Eastern Time, on the 120th day 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 the annual meeting is advanced or delayed by more than
30 days from the first anniversary of the date of the preceding
year's annual meeting, notice by the Stockholder to be timely
must be so delivered not earlier than the 150th day prior to the
date of such annual meeting and not later than 5:00 p.m.,
Eastern Time, on the later of the 120th day prior to the date of
such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an
annual meeting shall not 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 individual
whom the Stockholder proposes to nominate for election or
reelection as a Director (A) the name, age, business address and
residence address of such individual, (B) the class, series, and
number of any shares of stock of the Company that are
beneficially owned by such individual, (C) the date such shares
were acquired and the investment intent of such acquisition, (D)
all other information relating to such individual 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 and the rules thereunder
(including such individual's written consent to being named in
the proxy statement as a nominee and to serving as a Director if
elected), (E) whether such Stockholder believes such individual
will be an "interested person" of the Company (as defined in the
Investment Company Act of 1940, as amended), and, if not an
"interested person," information regarding such individual that
will be sufficient for the Company to make such determination,
(F) whether or not such individual (aa) has been convicted of a
felony or misdemeanor within the past ten years or is currently
a named subject in any criminal proceeding, (bb) has ever been
permanently or temporarily enjoined by order, judgment or decree
of any domestic or foreign court, (cc) has ever been subject to
any administrative order, judgment or decree issued by the
Securities and Exchange Commission ("SEC"), any state or foreign
securities regulatory agency, any self-regulatory organization
or any similar body, and (dd) has ever been found by any court
in a civil action or by the SEC to have violated any federal,
state or foreign securities law or commodities law, and if any
of (aa) through (dd) has occurred, information regarding the
matter that will be sufficient for the Company to evaluate the
potential impact, if any, on the Company, (G) any relationship,
business or personal, between such individual and the
Stockholder or any of the Stockholder's affiliates, and (H) a
summary of such individual's views with regard to any proposal
the Stockholder is requesting or has requested within the past
two years be presented to the Company Stockholders; (ii) as to
any other business that the Stockholder proposes to bring before
the meeting, a description of such business, the reasons for
proposing such business at the meeting and any interest in such
business of such Stockholder and any Stockholder Associated
Person (as defined below), individually or in the aggregate,
including any benefit that might accrue to the Stockholder and
the Stockholder Associated Person therefrom; (iii) as to the
Stockholder giving the notice and any Stockholder Associated
Person, (A) the class, series and number of all shares of stock
of the Company which are owned by such Stockholder and by such
Stockholder Associated Person, if any, (B) the nominee holder
for, and number of, shares owned beneficially but not of record
by such Stockholder and by any such Stockholder Associated
Person, (C) whether and the extent to which, within one year
prior to the date of the notice, any hedging or other
transaction or series of transactions has been entered into by
or on behalf of, or any other agreement, arrangement or
understanding (including any short position or any borrowing or
lending of shares) has been made, the effect or intent of which
is to mitigate loss to or manage risk of share price changes
for, or to increase the voting power of, such Stockholder or any
such Stockholder Associated Person with respect to any shares of
stock of the Company (collectively, "Hedging Activities") and
(D) a general description of whether and the extent to which,
within one year prior to the date of the notice, such
Stockholder or such Stockholder Associated Person has engaged in
Hedging Activities with respect to shares of stock or other
equity interests of any other company; (iv) as to the
Stockholder giving the notice and any Stockholder Associated
Person covered by clauses (ii) or (iii) of this paragraph (2) of
this Section 5(b), the name and address of such Stockholder, as
they appear on the Company's stock ledger and current name and
address, if different, and of such Stockholder Associated
Person; and (v) to the extent known by the Stockholder giving
the notice, the name and address of any other Stockholder
supporting the nominee for election or reelection as a Director
or the proposal of other business on the date of such
Stockholder's notice.

            	(3)	Notwithstanding anything in this subsection
(a) of  this Section 5 to the contrary, in the event the Board
of Directors increases or decreases the number of Directors in
accordance with Article III, Section 1 of these Bylaws, and
there is no public announcement of such action at least 130 days
prior to the first anniversary of the date of mailing of the
notice of the preceding year's annual meeting, a Stockholder's
notice required by this Section 5(a) shall also be considered
timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the
Secretary at the principal executive office of the Company not
later than 5:00 p.m., Eastern Time, on the tenth day following
the day on which such public announcement is first made by the
Company.

            	(4)	For purposes of this Section 5, "Stockholder
Associated Person" of any Stockholder shall mean (i) any person
controlling, directly or indirectly, or acting in concert with,
such Stockholder (including, without limitation, any person who
is a member of a "group" for purposes of Section 13(d) of the
Exchange Act, or any successor provision, that includes such
Stockholder), (ii) any beneficial owner of shares of stock of
the Company owned of record or beneficially by such Stockholder,
(iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person and (iv) any
nominee for Director proposed for election by such Stockholder.

            (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
Company's notice of meeting.  Nominations of individuals 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 Company'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
Company who is a Stockholder of record both at the time of
giving of notice provided for in this Section 5 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 5.  In the event the Company calls a special meeting of
Stockholders for the purpose of electing one or more individuals
to the Board of Directors, any such Stockholder may nominate an
individual or individuals (as the case may be) for election as a
Director as specified in the Company's notice of meeting, if the
Stockholder's notice and information required by paragraph (2)
of this Section 5(a) shall be delivered to the Secretary at the
principal executive office of the Company not earlier than the
120th day prior to such special meeting and not later than 5:00
p.m., Eastern Time, 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.  The public announcement of a
postponement or adjournment of a special meeting shall not
commence a new time period for the giving of a Stockholder's
notice as described above.

            (c)	General.  (1)  If information submitted pursuant
to this Section 5 by any Stockholder proposing a nominee for
election as a Director or any proposal for other business at a
meeting of Stockholders shall be inaccurate, such information
may be deemed not to have been provided in accordance with this
Section 5.  Upon written request by the Secretary or the Board
of Directors or any committee thereof, any Stockholder proposing
a nominee for election as a Director or any proposal for other
business at a meeting of Stockholders shall provide, within five
Business Days of delivery of such request (or such other longer
or shorter period as may be specified in such request), (A)
written verification, satisfactory, in the discretion of the
Board of Directors or any committee thereof or any authorized
officer of the Company, to demonstrate the accuracy of any
information submitted by the Stockholder pursuant to this
Section 5 and (B) a written update of any information previously
submitted by the Stockholder pursuant to this Section 5 as of an
earlier date.  If a Stockholder fails to provide such written
verification or written update within such period, the
information as to which written verification or a written update
was requested may be deemed not to have been provided in
accordance with this Section 5.

            	(2)	Only such individuals who are nominated in
accordance with this Section 5 shall be eligible for election by
Stockholders 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 this Section 5.
The chairman of the meeting shall have the power to determine
whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may
be, in accordance with this Section 5.

            	(3)	For purposes of this Section 5, (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, Business Wire, PR Newswire or comparable news
service or (ii) in a document publicly filed by the Company with
the Securities and Exchange Commission pursuant to the Exchange
Act.

            	(4)	Notwithstanding the foregoing provisions of
this Section 5, a Stockholder shall also comply with all
applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters
set forth in this Section 5.  Nothing in this Section 5 shall be
deemed to affect any right of a Stockholder to request inclusion
of a proposal in, nor the right of the Company to omit a
proposal from, the Company's proxy statement pursuant to Rule
14a-8 (or any successor provision) under the Exchange Act.

            Section 6.  Quorum, Adjournment.  The holders of at
least one-third of the stock issued and outstanding and entitled
to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the
Stockholders for the  transaction of business except as
otherwise provided by statute, by the Company's charter or by
these Bylaws.  Any meeting of the Stockholders convened on the
date for which it was called may be adjourned from time to time,
without notice other than by announcement at the meeting.
Subject to the powers of the chairman of the meeting set forth
in Section 9 of this Article, in the absence of a quorum, the
Stockholders present in person or by proxy, by majority vote of
those present and without notice other than by announcement at
the meeting, may adjourn the meeting from time to time until a
quorum shall be present.  At any adjourned meeting at which a
quorum shall be present, any action may be taken that could have
been taken at the meeting originally called.  If a meeting is
adjourned to a date more than 120 days after the original record
date, a new record date shall be established for voting at such
adjourned meeting, and any unrevoked proxies submitted by any
Stockholder of record as of the original record date, with
respect to stock which continues to be held of record by such
Stockholder on the new record date, may be voted at the
adjourned meeting (and any further adjournment thereof),
provided that the adjourned meeting date is not more than 120
days after the new record date.  The Stockholders present or
represented by proxy at any duly organized meeting may continue
to conduct business, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

            Section 7.  Vote at the Meeting.  When a quorum is
present or represented at any meeting, the vote of the holders
of a majority of the votes cast by Stockholders entitled to vote
on the matter shall decide any question brought before such
meeting (except with respect to election of Directors which
shall be by the affirmative vote of a plurality of the votes
cast), unless the question is one upon which, by express
provisions of applicable statutes, of the Company's charter or
of these Bylaws, a different vote is required, in which case
such express provisions shall govern and control the decision of
such question.

            Section 8.  Voting Rights of Stockholders.  Each
Stockholder of record having the right to vote shall be entitled
at every meeting of the Stockholders of the Company to one vote
for each share of stock having voting power standing in the name
of such Stockholder on the books of the Company on  the record
date, with pro rata voting rights for any fractional shares, and
such votes may be cast either in person or by proxy in any
manner permitted by law.

            Section 9.  Organization and Conduct.  Every meeting
of Stockholders shall be conducted by an individual appointed by
the Board of Directors to be chairman of the meeting or, in the
absence of such appointment, by the Chairman of the Board, or in
his absence, a chairman chosen by the Stockholders by the vote
of a majority of the votes cast by Stockholders present in
person or by proxy.  The Secretary, or, in the Secretary's
absence, a person appointed by the Board of Directors or by the
chairman of the meeting shall act as Secretary, and shall record
the minutes of the meeting.  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; (b) limiting attendance at
the meeting to Stockholders of record of the Company, their duly
authorized proxies or other such individuals as the chairman of
the meeting may determine; (c) limiting participation at the
meeting on any matter to Stockholders of record of the Company
entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or
comments by participants; (e) determining when the polls should
be opened and closed; (f) maintaining order and security at the
meeting; (g) removing any Stockholder or any other individual
who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h)
concluding a meeting or recessing or adjourning the meeting to a
later date and time and at 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 10.  Proxies.  Every proxy must be executed in
a manner permitted by law by the Stockholder or by his duly
authorized attorney-in-fact.  No proxy shall be valid after the
expiration of eleven months from the date of its execution
unless it shall have specified therein its duration.  Every
proxy shall be revocable at the pleasure of the person executing
it or of his personal representatives or assigns.  Proxies shall
be delivered prior to the meeting to the Secretary of the
Company or to the person acting as Secretary of the meeting
before being voted.  A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of
them unless, at or prior to exercise of such proxy, the Company
receives a specific written notice to the contrary from any one
of them.  A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior
to its exercise.

            Section 11.  Stock Ledger and List of Stockholders.
It shall be the duty of the Secretary or Assistant Secretary of
the Company to cause an original or duplicate stock ledger to be
maintained at the office of the Company's Transfer Agent.

            Section 12.  Action without Meeting.  Except to the
extent prohibited by the Company's charter, the Investment
Company Act of 1940, as amended, or rules or orders of the SEC,
or any successor thereto, any action to be taken by Stockholders
may be taken without a meeting if (1) all Stockholders entitled
to vote on the matter consent to the action in writing, (2) all
Stockholders entitled to notice of the meeting but not entitled
to vote at it sign a written waiver of any right to dissent and
(3) said consents and waivers are filed with the records of the
meetings of Stockholders.  Such consent shall be treated for all
purposes as a vote at a meeting.

		Section 13.  Record Date.  In order that the Company
may determine the Stockholders entitled to notice of or to vote
at any meeting of Stockholders or any adjournment thereof, to
express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date which shall be
not more than ninety days and, in the case of a meeting of
Stockholders, not less than ten days prior to the date on which
the particular action requiring such determination of
Stockholders is to be taken.  In lieu of fixing a record date,
the Board of Directors may provide that the stock transfer books
shall be closed for a stated period, but not to exceed, in any
case, twenty days.  If the stock transfer books are closed for
the purpose of determining Stockholders entitled to notice of or
to vote at a meeting of Stockholders, such books shall be closed
for at least ten days immediately preceding such meeting.  If no
record date is fixed and the stock transfer books are not closed
for the determination of Stockholders: (1) 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 of the day on which notice of the meeting Stockholders
is mailed or the 30th day before the meeting, whichever is the
closer date to the meeting; and (2) The record date for the
determination of Stockholders entitled to receive payment of a
dividend or an allotment of any rights shall be at the close of
business on the day on which the resolution of the Board of
Directors, declaring the dividend or allotment of rights, is
adopted, provided that the payment or allotment date shall not
be more than sixty days after the date of the adoption of such
resolution.  If a record date has been fixed for the
determination of Stockholders entitled to vote at a meeting,
only the Stockholders of record on the record date shall be
entitled to vote at the meeting and such Stockholders shall be
entitled to vote at the meeting notwithstanding the subsequent
transfer or redemption of the shares owned of record on such
date.  All persons who were holders of record of shares as of
the record date of a meeting, and no others, shall be entitled
to notice of and to vote at such meeting and any adjournment
thereof.
            Section 14.  Inspectors of Election.  The Directors,
in advance of any meeting, may, but need not, appoint one or
more inspectors to act at the meeting or any adjournment
thereof.  If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one
or more inspectors.  In case any person who may be appointed as
an inspector fails to appear or act, the vacancy may be filled
by appointment made by the Directors in advance of the meeting
or at the meeting by the person presiding thereat.  Each
inspector, if any, before entering upon the discharge of his
duties, may be required to take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.  The
inspectors, if any, shall determine the number of shares
outstanding and the voting power of each share, the shares
represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with
fairness to all Stockholders.  On request of the person
presiding at the meeting or any Stockholder, the inspector or
inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.  No
Director or candidate for the office of Director shall act as
inspector of an election of Directors.  Inspectors need not be
Stockholders of the Company.

ARTICLE III

BOARD OF DIRECTORS

            Section 1.  Board of Three to Nine Directors.  The
Board of Directors shall consist of not less than three (3) nor
more than nine (9) Directors as fixed from time to time by
resolution of the Board of Directors; provided that if there are
less than three Stockholders, the number of Directors may be
less than three but not less than the number of Stockholders or
one, if less.  Directors need not be Stockholders.  If the
number of Directors is increased, the additional Directors may
be elected by a majority of the remaining Directors, even if
less than a quorum.  No reduction in the number of Directors
shall have the effect of removing any Director from office prior
to the expiration of his or her term unless the Director is
specifically removed pursuant to Section 3 of this Article III
at the time of the decrease.

            Beginning with the first annual meeting of
Stockholders held after the initial public offering of the
shares of the Company (the "initial annual meeting"), and if at
such time, the number of Directors shall be three (3) or more,
the Board of Directors shall be divided into three classes:
Class I, Class II and Class III.  The terms of office of the
classes of Directors elected at the initial annual meeting shall
expire at the times of the annual meetings of the Stockholders
as follows:  Class I on the next annual meeting, Class II on the
second next annual meeting and Class III on the third next
annual meeting, or  thereafter in each case when their
respective successors are elected and qualified.  At each
subsequent annual election, the Directors chosen to succeed
those whose terms are expiring shall be identified as being of
the same class as the Directors whom they succeed, and shall be
elected for a term expiring at the time of the third succeeding
annual meeting of Stockholders, or thereafter in each case when
their respective successors are elected and qualified.  The
number of Directorships shall be apportioned among the classes
so as to maintain the classes as nearly equal in number as
possible.

		The Board of Directors shall designate one of its
members to serve as Chairman of the Board, who shall preside at
each meeting of the Board.  In the absence or inability of the
Chairman of the Board to act, another Director chosen by a
majority of the Directors present shall act as chairman and
preside at the meeting.

            Section 2.  Vacancies.  Subject to the provisions of
the Investment Company Act of 1940, as amended, any vacancies in
the Board of Directors, whether arising from death, resignation,
removal, increase in the number of Directors or any other cause,
shall be filled by a vote of a majority of the Directors then in
office even if the remaining Directors do not constitute a
quorum.

            Section 3.  Removal.  At any meeting of Stockholders
duly called and at which a quorum is present, the Stockholders
may, by the affirmative vote of the holders of at least two-
thirds of the votes entitled to be cast thereon, remove any
Director or Directors from office, but only for "cause" as
required by the Maryland General Corporation Law, and may elect
a successor or successors to fill any resulting vacancies for
the unexpired term of the removed Director.  "Cause" shall mean
(i) any willful or intentional act of the Director that has the
effect of injuring the reputation of the Company in any material
respect (other than an act that has been authorized by the Board
of Directors or which was not intended, and could not reasonably
be expected, to injure the reputation of the Company in any
material respect); (ii) public or consistent drunkenness by the
Director or his illegal use of narcotics which is, or could
reasonably be expected to become, materially injurious to the
reputation of the Company or which impairs, or could reasonably
be expected to impair, the performance of the Director's duties
in a material respect, (iii) conviction of, or plea of guilty or
nolo contendere to, the commission of a felony by the Director,
or any other crime involving moral turpitude; or (iv) the
commission by the Director of an act of fraud or embezzlement
against the Company.

            Section 4.  Resignation.  A Director may resign at any
time by giving written notice of his resignation to the Board of
Directors or the Chairman of the Board or the Secretary of the
Company.  Any resignation shall take effect at the time
specified in it or, should the time when it is to become
effective not be specified in it, immediately upon its receipt.
Acceptance of a resignation shall not be necessary to make it
effective unless the resignation states otherwise.  No director
candidate shall be presented to Stockholders of the Company for
election at any meeting that is scheduled to occur after such
candidate has reached the age of 74 and each Director shall
automatically be deemed to retire from the Board at the next
annual meeting following the date such Director reaches the age
of 75 years, even if his or her term of office has not expired.

            Section 5.  Place of Meetings.  The Board of Directors
or any Committee thereof may hold meetings at the principal
office of the Company or at such other places, either within or
outside the State of Maryland, as it may from time to time
determine.

            Section 6.  Quorum.  At all meetings of the Board, the
presence of a majority of the entire Board of Directors (but not
less than two Directors unless the Board of Directors shall
consist of only one Director in which event that one Director
shall constitute a quorum) shall be necessary to constitute a
quorum and sufficient for the transaction of business, and any
act of a majority present at a meeting at which there is a
quorum shall be the act of the Board of Directors, except as may
be specifically provided by statute, by the Company's charter or
by these Bylaws.  If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

            Section 7.  Annual and Regular Meetings.  An annual
meeting of the Board of Directors may be held immediately after
and at the same place as the annual meeting of Stockholders, no
notice other than this Bylaw being necessary.  In the event such
meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.  The
Board of Directors may provide, by resolution, the time and
place for the holding of regular meetings of the Board of
Directors without other notice than such resolution.
            Section 8.  Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board, or by a majority of the Directors then in
office.  The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the
place for holding any special meeting of the Board of Directors
called by them.  The Board of Directors may provide, by
resolution, the time and place for the holding of special
meetings of the Board of Directors without other notice than
such resolution.
            Section 9.  Notice.  Notice of any special meeting of
the Board of Directors shall be delivered personally or by
telephone, electronic mail, facsimile transmission, courier or
United States mail to each Director at his or her business or
residence address.  Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at
least 24 hours prior to the meeting.  Notice by United States
mail shall be given at least three days prior to the meeting.
Notice by courier shall be given at least two days prior to the
meeting.  Telephone notice shall be deemed to be given when the
Director or his or her agent is personally given such notice in
a telephone call to which the Director or his or her agent is a
party.  Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given
to the Company by the Director.  Facsimile transmission notice
shall be deemed to be given upon completion of the transmission
of the message to the number given to the Company by the
Director and receipt of a completed answer-back indicating
receipt.  Notice by United States mail shall be deemed to be
given when deposited in the United States mail properly
addressed, with postage thereon prepaid.  Notice by courier
shall be deemed to be given when deposited with or delivered to
a courier properly addressed.  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 10.  Informal Action by Directors and
Committees.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof
may, except as otherwise required by statute, be taken without a
meeting if a written consent to such action is signed by all
members of the Board, or of such committee, as the case may be,
and filed with the minutes of the proceedings of the Board or
committee.  Subject to the Investment Company Act of 1940, as
amended, members of the Board of Directors or a committee
thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same
time.  The Board of Directors may change the membership of any
committee at any time.

            Section 11.  Executive Committee.  There may be an
Executive Committee of two or more Directors appointed by the
Board who may meet at stated times or on notice to all by any of
their own number.  A majority of the members of any such
committee may determine its actions, and fix the time of its
meetings, unless the Board of Directors shall otherwise provide.
The Executive Committee shall consult with and advise the
Officers of the Company in the management of its business and
exercise such powers of the Board of Directors as may be
lawfully delegated by the Board of  Directors.  The Executive
Committee shall keep regular minutes of its proceedings and
report the same to the Board when required.

            Section 12.  Audit Committee.  There shall be an Audit
Committee of two or more Directors who are not "interested
persons" of the Company (as defined in the Investment Company
Act of 1940, as amended) appointed by the Board who may meet at
stated times or on notice to all by any of their own number.  A
majority of all members of any such committee may determine its
actions, and fix the time of its meetings, unless the Board of
Directors shall otherwise provide.  The Committee's duties shall
include reviewing both the audit and other work of the Company's
independent accountants, recommending to the Board of Directors
the independent accountants to be retained, and reviewing
generally the maintenance and safekeeping of the Company's
records and documents.

            Section 13.  Other Committees.  The Board of Directors
may appoint other committees composed of one or more members
which shall in each case consist of such number of members and
shall have and may exercise, to the extent permitted by law,
such powers as the Board may determine in the resolution
appointing them.  A majority of all members of any such
committee may determine its actions, and fix the time and place
of its meetings, unless the Board of Directors shall otherwise
provide.  The Board of Directors shall have power at any time to
change the members and, to the extent permitted by law, to
change the powers of any such committee, to fill vacancies and
to discharge any such committee.

            Section 14.  Compensation of Directors.  The Board
may, by resolution, determine what compensation and
reimbursement of expenses of attendance at meetings, if any,
shall be paid to Directors in connection with their service on
the Board or any committee thereof.  Nothing herein contained
shall be construed to preclude any Director from serving the
Company in any other capacity or from receiving compensation
therefor.

ARTICLE IV

OFFICERS

            Section 1.  Officers.  The Officers of the Company
shall be fixed by the Board of Directors and shall include a
President, Vice President, Secretary and Treasurer.  Any two
offices may be held by the same person except the offices of
President and Vice President.  A person who holds more than one
office in the Company may not act in more than one capacity to
execute, acknowledge or verify an instrument required by law to
be executed, acknowledged or verified by more than one officer.

            Section 2.  Appointment of Officers.  The Directors
shall appoint the Officers, who need not be members of the
Board.

            Section 3.  Additional Officers.  The Board may
appoint such other Officers and agents as it shall deem
necessary who shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

            Section 4.  Salaries of Officers.  The salaries of all
Officers of the Company shall be fixed by the Board of
Directors.

            Section 5.  Term, Removal, Resignations and Vacancies.
The Officers of the Company shall serve at the pleasure of the
Board of Directors.  Any Officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative
vote of a majority of the Directors.  Any Officer may resign at
any time upon written notice to the Company.  Any resignation
shall take effect at 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.  If the office of any Officer becomes
vacant for any reason, the vacancy shall be filled by the Board
of Directors.

            Section 6.  President.  The President shall be the
chief executive officer of the Company, shall, subject to the
supervision of the Board of Directors, have general
responsibility for the management of the business of the Company
and shall see that all orders and resolutions of the Board are
carried into effect.
            Section 7.  Vice President.  Any Vice President shall,
in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall
perform such other duties as the Board of Directors shall
prescribe.

            Section 8.  Treasurer.  The Treasurer shall have the
custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in
books belonging to the Company and shall deposit all moneys and
other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board
of Directors.  He shall disburse the funds of the Company as may
be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and
Directors at the regular meetings of the Board, or whenever they
may require it, an account of the financial condition of the
Company.

            Any Assistant Treasurer may perform such duties of the
Treasurer as the Treasurer or the Board of Directors may assign,
and, in the absence of the Treasurer, may perform all the duties
of the Treasurer.

            Section 9.  Secretary.  The Secretary shall attend
meetings of the Board and meetings of the Stockholders and
record all votes and the minutes of all proceedings in a book to
be kept for that purpose, and shall perform like duties for the
Executive Committee of the Board when required.  He shall give
or cause to be given notice of all meetings of Stockholders and
special meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of
Directors.  He shall keep in safe custody the seal of the
Company and affix it to any instrument when authorized by the
Board of Directors.

            Any Assistant Secretary may perform such duties of the
Secretary as the Secretary or the Board of Directors may
assign, and, in the absence of the Secretary, may perform all
the duties of the Secretary.

            Section 10.  Subordinate Officers.  The Board of
Directors from time to time may appoint such other officers or
agents as it may deem advisable, each of whom shall serve at the
pleasure of the Board of Directors and have such title, hold
office for such period, have such authority and perform such
duties as the Board of Directors may determine.  The Board of
Directors from time to time may delegate to one or more officers
or agents the power to appoint any such subordinate officers or
agents and to prescribe their respective rights, terms of
office, authorities and duties.

            Section 11.  Surety Bonds.  The Board of Directors may
require any officer or agent of the Company to execute a bond
(including, without limitation, any bond required by the
Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission) to the
Company in such sum and with such surety or sureties as the
Board of Directors may determine, conditioned upon the faithful
performance of his duties to the Company, including
responsibility for negligence and for the accounting of any of
the Company's property, funds or securities that may come into
his hands.


ARTICLE V

GENERAL PROVISIONS

            Section 1.  Waiver of Notice.  Whenever the
Stockholders or the Board of Directors are authorized by
statute, the provisions of the Articles of In Company or these
Bylaws to take any action at any meeting after notice, such
notice may be waived, in writing, before or after the holding of
the meeting, by the person or persons entitled to such notice,
or, in the case of a Stockholder, by his duly authorized
attorney-in-fact.  Such notice is also waived if the person
entitled to the notice is present at the meeting in person, or,
in the case of a Stockholder, by proxy.

            Section 2.  Indemnity.

            (a)  The Company shall indemnify its Directors to the
fullest extent that indemnification of Directors is permitted by
the Maryland General Company Law.  The Company shall indemnify
its officers to the same extent as its Directors and to such
further extent as is consistent with law.  The Company shall
indemnify its Directors and officers who, while serving as
Directors or officers, also serve at the request of the Company
as a Director, officer, partner, trustee, employee, agent or
fiduciary of another Company, partnership, joint venture, trust,
other enterprise or employee benefit plan to the fullest extent
consistent with law.  The indemnification and other rights
provided by this Article shall continue as to a person who has
ceased to be a Director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a
person.  This Article shall not protect any such person against
any liability to the Company or any Stockholder thereof to which
such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office ("disabling
conduct").

            (b)  Any current or former Director or officer of the
Company seeking indemnification within the scope of this Article
shall be entitled to advances from the Company for payment of
the reasonable expenses incurred by him in connection with the
matter as to which he is seeking indemnification in the manner
and to the fullest extent permissible under the Maryland General
Company Law.  The person seeking indemnification shall provide
to the Company a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by
the Company has been met and a written undertaking to repay any
such advance if it should ultimately be determined that the
standard of conduct has not been met.  In addition, at least one
of the following conditions shall be met:  (i) the person
seeking indemnification shall provide security in form and
amount acceptable to the Company for his undertaking; (ii) the
Company is insured against losses arising by reason of the
advance; or (iii) a majority of a quorum of Directors of the
Company who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
Directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily
available to the Company at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.  In making such determination, the
disinterested non-party Directors or independent legal counsel,
as the case may be, shall be entitled to rely on a rebuttable
presumption that the person seeking indemnification had not
engaged in disabling conduct.

            (c)  At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the Maryland General Company Law, whether the standards
required by this Article have been met.  Indemnification shall
be made only following: (i) a final decision on the merits by a
court or other body before whom the proceeding was brought that
the person to be indemnified was not liable by reason of
disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of
disinterested non-party Directors or (b) an independent legal
counsel in a written opinion.

            (d)  Employees and agents who are not officers or
Directors of the Company may be indemnified, and reasonable
expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract,
subject to any limitations imposed by the Investment Company Act
of 1940.

            (e)  The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses
to Directors, officers, employees and agents by resolution,
agreement or otherwise.  The indemnification provided by this
Article shall not be deemed exclusive of any other right, with
respect to indemnification or otherwise, to which those seeking
indemnification may be entitled under any insurance or other
agreement or resolution of Stockholders or disinterested
Directors or otherwise.

            (f)  References in this Article are to the Maryland
General Company Law and to the Investment Company Act of 1940,
as from time to time amended.  No amendment of these Bylaws
shall affect any right of any person under this Article based on
any event, omission or proceeding prior to the amendment.

            Section 3.  Insurance.  The Company may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Company or who,
while a Director, officer, employee or agent of the Company, is
or was serving at the request of the Company as a director,
officer, partner, trustee, employee or agent of another foreign
or domestic Company, partnership, joint venture, trust, other
enterprise or employee benefit plan, against any liability
asserted against and incurred by such person in any such
capacity or arising out of such person's position; provided that
no insurance may be purchased by the Company on behalf of any
person against any liability to the Company or to its
Stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

            Section 4.  Checks.  All checks or demands for money
and notes of the Company shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.

            Section 5.  Fiscal Year.  The fiscal year of the
Company shall be determined by resolution of the Board of
Directors.

            Section 6.  Ratification.  The Board of Directors or
the Stockholders of the Company may ratify and make binding on
the Company any action or inaction by the Company or its
officers to the extent that the Board of Directors or the
Stockholders could have originally authorized the matter.
ARTICLE VI

STOCK

		Section 1.  Issuance of Stock.  Stockholders of the
Company are not entitled to certificates representing the shares
of stock held by them.  Shares shall be issued and stock
ownership records shall be maintained in book-entry form.
Whenever stock certificates are surrendered to the Company, for
transfer, exchange or otherwise, the shares of stock issuable or
outstanding upon such surrender shall be represented by book-
entry without certificates.  When the Company issues or
transfers shares of stock without certificates, the Company
shall provide to record holders of such shares a written
statement of the information required by the Maryland General
Company Law.  Such information may include the name of the
Company, the name of the Stockholder, the number and class of
the shares, any restrictions on transferability, and any other
information deemed necessary or appropriate by the Company.  The
provisions of this Article authorizing issuance of shares by
book-entry without certificates shall apply to all issuances of
stock of the Company, except to the extent that the use of
certificates may be continued as determined by the Board of
Directors.  The Company may issue fractions of a share of stock.
Fractional shares of stock shall have proportionately to the
respective fractions represented thereby all the right of whole
shares, including the right to vote, the right to receive
dividends and distributions, and the right to participate upon
liquidation of the Company.

		Any outstanding stock certificates shall be numbered
and entered in the books of the Company.  They shall exhibit the
holder's name and the number of whole shares and no certificate
shall be valid unless it has been signed by the President, a
Vice President or the Chairman of the Board of Directors and the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary and bears the corporate seal.  Any or all of
the signatures or the seal on the certificate may be a
facsimile, engraved or printed.  In case any of the officers of
the Company whose manual or facsimile signature appears on any
stock certificate delivered to a Transfer Agent of the Company
shall cease to be such Officer prior to the issuance of such
certificate, the Transfer Agent may nevertheless countersign and
deliver such certificate as though the person signing the same
or whose facsimile signature appears thereon had not ceased to
be such officer, unless written instructions of the Company to
the contrary are delivered to the Transfer Agent.

		Section 2.  Lost, Stolen or Destroyed Certificates.
The Board of Directors, or the President together with the
Treasurer or Secretary, may cause the Company to recognize, by
book-entry, the ownership of shares of stock represented by any
outstanding certificate theretofore issued by the Company,
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, or by his
legal representative.  When authorizing such book-entry, the
Board of Directors, or the President and Treasurer or Secretary,
may in its or their discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise
the same in such manner as it or they shall require and/or give
the Company a bond in such sum and with such surety or sureties
as it or they may direct as indemnity against any claim that may
be made against the Company with respect to the certificate
alleged to have been lost, stolen or destroyed, and any claim
with respect to the Company's book-entry recognition of
ownership of the underlying shares.
		Section 3.  Transfer of Stock.  Shares of stock of the
Company shall be transferable on the books of the Company by the
holder thereof in person or by his duly authorized attorney or
legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the
same class, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, with such proof
of the authenticity of the signature as the Company or its
agents may reasonably require.  Shares of stock of the Company
issued without certificates in book-entry form may be freely
transferred, and the Board of Directors may, from time to time,
adopt rules and regulations with reference to the method of
transfer of the shares of stock of the Company.
ARTICLE VII

AMENDMENTS

            Section 1.  General.  The Board of Directors, by
affirmative vote of a majority thereof, shall have the exclusive
right to make, amend, alter and repeal the Bylaws of the
Company, at any regular or special meeting, except as otherwise
required by the Investment Company Act of 1940, as amended.


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