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<SEC-DOCUMENT>0000940400-11-000104.txt : 20110301
<SEC-HEADER>0000940400-11-000104.hdr.sgml : 20110301
<ACCEPTANCE-DATETIME>20110301095426
ACCESSION NUMBER:		0000940400-11-000104
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20101231
FILED AS OF DATE:		20110301
DATE AS OF CHANGE:		20110301
EFFECTIVENESS DATE:		20110301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GABELLI GLOBAL MULTIMEDIA TRUST INC
		CENTRAL INDEX KEY:			0000921671
		IRS NUMBER:				133767317
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08476
		FILM NUMBER:		11649369

	BUSINESS ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		9149215070

	MAIL ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580-1434
</SEC-HEADER>
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SIGNATURE   RICHARD RUSSELL
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
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<TEXT>
GABELLI GLOBAL MULTIMEDIA TRUST INC.
EXHIBIT 1 - 77(Q)1(a)

AMENDED AND RESTATED

BYLAWS

OF

THE GABELLI GLOBAL MULTIMEDIA TRUST INC.

A Maryland Corporation


ARTICLE I

OFFICES

      SECTION 1.  Principal Office.  The principal office of
The Gabelli Global Multimedia Trust Inc. (the
"Corporation") in the State of Maryland shall be located at
such place as the Board of Directors may designate.

      SECTION 2.  Additional Offices.  The Corporation may
have additional offices, including a principal executive
office, at such places as the Board of Directors may from
time to time determine or the business of the Corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

    SECTION 1.  Annual Meeting.  The annual meeting of
stockholders of the Corporation shall be held at such date
and time as the Board of Directors shall determine in its
discretion.  An annual meeting may be held at any place in
or out of the State of Maryland as may be determined by the
Board of Directors as shall be designated in the notice of
the meeting and at the time specified by the Board of
Directors.  Any business of the Corporation may be
transacted at an annual meeting without being specifically
designated in the notice unless otherwise provided by
statute, the Corporation's charter (the "Charter") or these
Bylaws.

  SECTION 2.  Special Meetings.

  (a)  General.  The Chairman of the Board, the
President, the Chief Executive Officer or the Board of
Directors may call a special meeting of the stockholders.
Subject to subsection (b) of this Section 2, a special
meeting of stockholders shall also be called by the
Secretary of the Corporation to act on any matter that may
properly be considered at a meeting of stockholders upon
the written request of stockholders entitled to cast not
less than a majority of all the votes entitled to be cast
on such matter at such meeting.  Subject to subsection (b)
of this Article II, Section 2, any special meeting shall be
held at such place, date and time as may be designated by
the Chairman of the Board, the President, the Chief
Executive Officer or the Board of Directors, whoever shall
have called the meeting.  In fixing a date for any special
meeting, the Chairman of the Board, the President, the
Chief Executive Officer or the Board of Directors may
consider such factors as he, she or it deems relevant,
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.

  (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 and each matter proposed to be acted on at the
meeting that would be required to be disclosed in
connection with the solicitation of proxies for election of
directors in an election contest (even if an election
contest is not involved), or would otherwise be required in
connection with such a solicitation, in each case pursuant
to Regulation 14A (or any successor provision) under the
Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (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 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 the Record Date Request
Notice is received by the Secretary.

    (2)  In order for any stockholder to request a
special meeting to act on any matter that may properly be
considered at a meeting of stockholders, one or more
written requests for a special meeting (collectively, the
"Special Meeting Request") 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 of all of the votes entitled to be
cast on such matter at such meeting (the "Special Meeting
Percentage") shall be delivered to the Secretary.  In
addition, the Special Meeting Request shall (a) 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) bear the date of signature
of each such stockholder (or such agent) signing the
Special Meeting Request, (c) set forth (i) 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), (ii) the class, series
and number of all shares of stock of the Corporation which
are owned (beneficially or of record) by each such
stockholder and (iii) the nominee holder for, and number
of, shares of stock of the Corporation owned beneficially
but not of record by such stockholder, (d) be sent to the
Secretary by registered mail, return receipt requested, and
(e) 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 of
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 or delivering the notice of the 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 2(b), the Secretary receives payment of
such reasonably estimated cost prior to the preparation and
mailing or delivery of such notice of the meeting.

    (4)  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 office of the Corporation.  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 2(b).

    (5)  If written revocations of the Special
Meeting Request 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: (i) if the notice of meeting has
not already been given, the Secretary shall refrain from
giving 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 a special meeting
on the matter, or (ii) if the notice of meeting has been
given and if the Secretary first sends to all requesting
stockholders who have not revoked requests for a special
meeting on the matter written notice of any revocation of a
request for the special meeting and written notice of the
Corporation's intention to revoke the notice of the meeting
or for the chairman of the meeting to adjourn the meeting
without action on the matter, (A) the Secretary may revoke
the notice of the meeting at any time before ten days
before the commencement of the meeting or (B) the chairman
of the meeting may call the meeting to order and adjourn
the meeting without acting on the matter.  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 Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President 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
such purported Special Meeting 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, as of
the Request Record Date, stockholders of record entitled to
cast not less than the Special Meeting Percentage.  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 3.  Notice of Meetings. Written or printed
notice of the purpose or purposes and of the time and place
of every meeting of the stockholders shall be given by the
Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting, by delivering the notice
by mail or, to the extent permitted by applicable law or
consented to by the stockholder, electronic mail or other
form of legally permissible electronic transmission at
least ten (10) days, but not more than ninety (90) days,
prior to the date designated for the meeting addressed to
each stockholder at his address appearing on the books of
the Corporation or supplied by the stockholder to the
Corporation for the purpose of notice.  The notice of any
meeting of stockholders may be accompanied by a form of
proxy approved by the Board of Directors in favor of the
actions or persons as the Board of Directors may select.
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.  Notice directed to a stockholder by
electronic mail or other form of electronic transmission
may be transmitted to any address at which the stockholder
receives electronic mail or other electronic transmissions.

  SECTION 4.  Quorum.  Except as otherwise provided by
statute or by the Charter, the presence in person or by
proxy of stockholders of the Corporation entitled to cast
at least a majority of the votes entitled to be cast shall
constitute a quorum at each meeting of the stockholders.
In the absence of a quorum, the chairman of the meeting may
adjourn the meeting as provided in Section 5 of this
Article II.  The stockholders present at any duly organized
meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.  The absence from any meeting in
person or by proxy of holders of the number of shares of
stock of the Corporation in excess of a majority that may
be required by the laws of the State of Maryland, the
Investment Company Act of 1940, as amended (the "Investment
Company Act"), or other applicable statute, the Charter or
these Bylaws, for action upon any given matter shall not
prevent action at the meeting on any other matter or
matters that may properly come before the meeting, so long
as there are present, in person or by proxy, holders of the
number of shares of stock of the Corporation required for
action upon the other matter or matters.

      SECTION 5.  Adjournment and Postponement.  The
chairman of the meeting may adjourn any meeting of
stockholders sine die or 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.  The Corporation may
postpone or cancel a meeting of stockholders by making a
public announcement (as defined in Section 12(c)(3) of this
Article II) of such postponement or cancellation prior to
the meeting.  Notice of the date, time and place to which
the meeting is postponed shall be given not less than ten
days prior to such date and otherwise in the manner set
forth in this section.

  SECTION 6.  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 or appointed
individual, by the Chairman of the Board, if any, or, in
the case of a vacancy in the office or absence of the
Chairman of the Board, by one of the following officers
present at the meeting in the following order:  the Vice
Chairman of the Board, if any, the President, any Vice
Presidents in order of their rank and seniority, the
Secretary, the Treasurer or, in the absence of such
officers, 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, an Assistant Secretary, or, in the absence of both
the Secretary and Assistant secretaries, an individual
appointed by the Board of Directors or, in the absence of
such appointment, an individual appointed by the chairman
of the meeting shall act as secretary.  In the event that
the Secretary presides at a meeting of the stockholders, an
Assistant Secretary, or, in the absence of Assistant
Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, 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 and without any action by the
stockholders, 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 Corporation, their duly
authorized proxies and 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 Corporation 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;
(e) determining when and for how long the polls should be
open and when the polls should be 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; (h) concluding a meeting or
recessing or adjourning the meeting to a later date and
time and at a place announced at the meeting; and (i)
complying with any state and local laws and regulations
concerning safety and security.  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 7.  Voting.  Except as otherwise provided by
statute or the Charter, each holder of record of shares of
stock of the Corporation having voting power shall be
entitled at each meeting of the stockholders to one (1)
vote for every share of stock standing in his name on the
records of the Corporation as of the record date determined
pursuant to Section 9 of this Article II.  The affirmative
vote of a majority of the shares present 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 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 a different vote
is required by statute or by the Charter.

  SECTION 8.  Proxies.  Each stockholder entitled to
vote at any meeting of stockholders may authorize another
person or persons to act for him or her by (i) transmitting
any authorization by telegram, cablegram, datagram,
electronic mail, or any other electronic or telephonic
means in accordance with procedures approved by an officer
of the Corporation or (ii) a proxy signed by the
stockholder or his attorney-in-fact.  No proxy shall be
valid after the expiration of eleven (11) months from the
date thereof, unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the
stockholder executing it, except in those cases in which
the proxy states that it is irrevocable and in which an
irrevocable proxy is permitted by law.

  SECTION 9.  Record Date.  The Board of Directors may
set a record date for the purpose of determining
stockholders entitled to vote at any meeting of the
stockholders. The record date for a particular meeting
shall be not more than ninety (90) nor fewer than ten (10)
days before the date of the meeting.  All persons who were
holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at such
meeting and any adjournment thereof.

  SECTION 10.  Inspectors.  The Board of Directors or
the chairman of the meeting may appoint, before or at the
meeting, one or more inspectors for the meeting and any
successor to the inspector.  The inspectors, if any, shall
(i) determine the number of shares of stock represented at
the meeting, in person or by proxy, and the validity and
effect of proxies, (ii) receive and tabulate all votes,
ballots or consents, (iii) report such tabulation to the
chairman of the meeting, (iv) hear and determine all
challenges and questions arising in connection with the
right to vote, and (v) do such acts as are proper to fairly
conduct the election or vote.  Each such report 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.  Consent of Stockholders in Lieu of
Meeting.  Except as otherwise provided by statute or the
Charter, any action required to be taken at any annual or
special meeting of stockholders, or any action that may be
taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and
without a vote, if the following are filed with the records
of stockholders' meetings: (a) a unanimous written consent
that sets forth the action and is signed by each
stockholder entitled to vote on the matter and (b) a
written waiver of any right to dissent signed by each
stockholder entitled to notice of the meeting but not
entitled to vote at the meeting.

  SECTION 12.  Proposals of Business.

  (a)  Annual Meetings of Stockholders.

    (1) Proposals of business to be considered by the
Corporation's stockholders may be made at an annual meeting
of stockholders (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who
was a stockholder of record from the time the stockholder
gives notice as provided for in this Section 12 to the time
of the annual meeting, who is entitled to vote at the
annual meeting on any such business and who has complied
with this Section 12.

    (2)  For any business to be properly brought
before an annual meeting by a stockholder pursuant to
Section 12(a)(1), the stockholder must have given timely
notice thereof in writing to the Secretary of the
Corporation and such 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 12 and shall be delivered to
the Secretary at the principal executive office of the
Corporation neither earlier than 9:00 a.m. on the 150th day
nor later than 5:00 p.m., Eastern Time, on the 120th day
before the first anniversary of the date of the proxy
statement (as defined in Section 12(c)(3) of this Article
II) for the preceding year's annual meeting; provided,
however, that in the event 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, or in the event that no annual meeting was held
the preceding year, notice by the stockholder will be
timely if so delivered not later than 5:00 p.m., Eastern
Time, on the tenth day following the day on which public
announcement of the date of such annual 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.

     (3)  Any stockholder's notice delivered pursuant
to Section 12(a)(2) shall set forth:

      (i)  as to any business that the stockholder
proposes to bring before the annual meeting, a description
of such business (including the complete text of any
resolutions to be presented at the annual meeting), the
stockholder's reasons for proposing such business at the
annual meeting and any material interest in such business
of such stockholder or any Stockholder Associated Person
(as defined below), individually or in the aggregate,
including any anticipated benefit to the stockholder or any
Stockholder Associated Person therefrom;

                (ii) as to each of the stockholder
giving the notice and any Stockholder Associated Person,

                   (A)  the class, series and number
of all shares of stock or other securities of the
Corporation (collectively, "Company Securities"), if any,
which are owned (beneficially or of record) by such
stockholder or Stockholder Associated Person, the date(s)
on which such Company Securities were acquired and the
investment intent of such acquisition(s), and any short
interest (including any opportunity to profit or share in
any benefit from any decrease in the price of such stock or
other security) in any Company Securities of any such
person (whether or not such person maintains a "net long"
position),

              (B)  the nominee holder for, and number
of, any Company Securities owned beneficially but not of
record by such stockholder or Stockholder Associated
Person,

              (C)  whether and the extent to which
such stockholder or Stockholder Associated Person, directly
or indirectly (through brokers, nominees or otherwise), is
subject to or during the last twelve months has engaged in
any hedging, derivative or other transaction or series of
transactions or entered into any other agreement,
arrangement or understanding (including any short interest,
any borrowing or lending of securities or any proxy or
voting agreement) (w) the value of which is derived in
whole or in part from the value of any Company Securities,
(x) which otherwise provides any direct or indirect
opportunity to gain or share in any gain derived from
changes in the value or price of any Company Securities,
(y) the effect or intent of which is to mitigate loss or
manage risk or benefit of changes in the value or price of
any Company Securities, or (z) which provides the right to
vote or increase or decrease the voting power of such
stockholder or Stockholder Associated Person, with respect
to any Company Securities;

                          (D) whether such stockholder
or Stockholder Associated Person is, or is not, an
"interested person" of the Corporation, as such term is
defined in the Investment Company Act, and the rules
promulgated thereunder, and information regarding such
stockholder or Stockholder Associated Person that is
sufficient, in the discretion of the Board of Directors or
any committee thereof or any authorized officer of the
Corporation, to make such determination;

          (iii) as to each of the stockholder giving
the notice and any Stockholder Associated Person with an
interest or ownership referred to in clause (ii) of this
Section 12(a)(3),

            (A) the name and address of such
stockholder, as they appear on the Corporation's stock
ledger, and the current name and business address, if
different, of each such Stockholder Associated Person, and

            (B) the investment strategy or
objective, if any, of such stockholder and each such
Stockholder Associated Person who is not an individual and
a copy of the prospectus, offering memorandum or similar
document, if any, provided to investors or potential
investors in such stockholder and each such Stockholder
Associated Person;

          (iv)  to the extent known by the stockholder
giving the notice, the name and address of any other
stockholder supporting the proposal of business on the date
of such stockholder's notice; and

          (v)  a representation that the stockholder
giving notice intends to appear in person or by proxy at
the annual meeting of stockholders to bring such business
before the annual meeting.

      (4) "Stockholder Associated Person" of any
stockholder means (i) any person acting in concert with
such stockholder (including, but not limited to, in
connection with such stockholder's proposal of one or more
Proposed Nominees (as defined in Article I, Section 13 of
these Bylaws) and/or of any business) with respect to the
Corporation or any Company Securities, (ii) any beneficial
owner of shares of stock of the Corporation owned of record
or beneficially by such stockholder (as defined in Rule
16a-1(a)(1), without reference to the proviso therein, or
Rule 16a-1(a)(2), or any successor provisions, under the
Exchange Act), and (iii) any person that directly, or
indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such
stockholder or such Stockholder Associated Person.

  (b)  Special Meetings of Stockholders.  Only such
business shall be conducted at a special meeting of
stockholders as shall have been brought before the special
meeting pursuant to the Corporation's notice of meeting.

  (c)  General.

      (1)  If information submitted pursuant to this
Section 12 by any stockholder proposing business at an
annual meeting of stockholders shall be inaccurate or
incomplete in any material respect, such information may be
deemed not to have been provided, and the business in
respect of which such information is required by Section
12(a)(3) may be deemed not to have been proposed, in
accordance with this Section 12. Any such stockholder shall
notify the Corporation of any inaccuracy or incompleteness
(within two business days of becoming aware of such
inaccuracy or change) in any such information. Within five
business days after the record date related to the annual
meeting of stockholders, and upon written request by the
Secretary or the Board of Directors, within five business
days of delivery of such request (or such other period as
may be specified in such request), any such stockholder
shall provide (i) written verification, satisfactory, in
the discretion of the Board of Directors or any authorized
officer of the Corporation, to demonstrate the accuracy or
certify the completeness of any information submitted or
required to be submitted by the stockholder pursuant to
this Section 12, and (ii) a written update of any
information submitted by the stockholder pursuant to this
Section 12 as of the record date or a date not later than
such request by the Secretary or the Board of Directors. 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, and the
business in respect of which such information is required
by Section 12(a)(3) may be deemed not to have been
proposed, in accordance with this Section 12.

      (2)  Only such business shall be conducted at a
meeting of stockholders as shall have been brought before
the meeting in accordance with this Section 12. The Board
of Directors and the chairman of the meeting shall each
have the power to determine whether any business proposed
to be brought before the meeting was proposed in accordance
with this Section 12.

      (3)  For purposes of this Section 12, "the date
of the proxy statement" shall have the same meaning as "the
date of the company's proxy statement released to
shareholders" as used in Rule 14a-8(e) promulgated under
the Exchange Act, as interpreted by the Securities and
Exchange Commission from time to time.  "Public
announcement" shall mean disclosure (i) in a press release
reported by the Dow Jones News Service, Associated Press,
Business Wire, PR Newswire or other widely circulated news
or wire service or (ii) in a document publicly filed by the
Corporation with the Securities and Exchange Commission
pursuant to the Exchange Act.

      (4)  Notwithstanding the foregoing provisions of
this Section 12, a stockholder shall also comply with all
applicable requirements of state law and of the Exchange
Act, and any rules and regulations thereunder.  Nothing in
these Bylaws shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in, nor the
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 13.  Nominations.

  (a)  Annual Meetings of Stockholders.

      (1)  Nominations of individuals for election to
the Board of Directors may be made at an annual meeting of
stockholders (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who
was a stockholder of record from the time the stockholder
gives notice as provided for in this Section 13 to the time
of the annual meeting, who is entitled to vote at the
annual meeting in the election of each individual so
nominated and who has complied with this Section 13.

      (2)  For any nomination to be properly brought
before an annual meeting by a stockholder pursuant to
Section 13(a)(1), the stockholder must have given timely
notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall set
forth all information required under this Section 13 and
shall be delivered to the Secretary at the principal
executive office of the Corporation neither earlier than
9:00 a.m. on the 150th day nor later than 5:00 p.m.,
Eastern Time, on the 120th day before the first anniversary
of the date of the proxy statement for the preceding year's
annual meeting; provided however, that in the event 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, or in the event that no
annual meeting was held the preceding year, notice by the
stockholder will be timely if so delivered not later than
5:00 p.m., Eastern Time, on the tenth day following the day
on which public announcement of the date of such annual
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.

      (3)   Any stockholder's notice delivered pursuant
to Section 13(a)(2) shall set forth:

                    (i)  as to each individual whom the
stockholder proposes to nominate for election or reelection
as a director (each, a "Proposed Nominee"), all information
relating to the Proposed Nominee that would be required to
be disclosed in connection with the solicitation of proxies
for the election of the Proposed Nominee as a director in
an election contest (even if an election contest is not
involved), or would otherwise be required in connection
with such solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act;

          (ii)  as to each of the stockholder giving
the notice, any Proposed Nominee and any Stockholder
Associated Person,

               (A)  the class, series and number of
all shares of stock or other securities of the Corporation
(collectively, "Company Securities"), if any, which are
owned (beneficially or of record) by such stockholder,
Proposed Nominee or Stockholder Associated Person, the
date(s) on which such Company Securities were acquired and
the investment intent of such acquisition(s), and any short
interest (including any opportunity to profit or share in
any benefit from any decrease in the price of such stock or
other security) in any Company Securities of any such
person (whether or not such person maintains a "net long"
position),

                           (B) the nominee holder for,
and number of, any Company Securities owned beneficially
but not of record by such stockholder, Proposed Nominee or
Stockholder Associated Person,

              (C) whether and the extent to which
such stockholder, Proposed Nominee or Stockholder
Associated Person, directly or indirectly (through brokers,
nominees or otherwise), is subject to or during the last
twelve months has engaged in any hedging, derivative or
other transaction or series of transactions or entered into
any other agreement, arrangement or understanding
(including any short interest, any borrowing or lending of
securities or any proxy or voting agreement) (w) the value
of which is derived in whole or in part from the value of
any Company Securities, (x) which otherwise provides any
direct or indirect opportunity to gain or share in any gain
derived from changes in the value or price of any Company
Securities, (y) the effect or intent of which is to
mitigate loss or manage risk or benefit of changes in the
value or price of any Company Securities, or (z) which
provides the right to vote or increase or decrease the
voting power of such stockholder, Proposed Nominee or
Stockholder Associated Person, with respect to any Company
Securities;

              (D)  whether such stockholder, Proposed
Nominee or Stockholder Associated Person is, or is not, an
"interested person" of the Corporation, as such term is
defined in the Investment Company Act, and the rules
promulgated thereunder, and information regarding such
stockholder, Proposed Nominee or Stockholder Associated
Person that is sufficient, in the discretion of the Board
of Directors or any committee thereof or any authorized
officer of the Corporation, to make such determination;

          (iii) as to each of the stockholder giving
the notice, any Stockholder Associated Person with an
interest or ownership referred to in clause (ii) of this
Section 13(a)(3) and any Proposed Nominee,

              (A) the name and address of such
stockholder, as they appear on the Corporation's stock
ledger, and the current name and business address, if
different, of each such Stockholder Associated Person and
any Proposed Nominee, and

              (B) the investment strategy or
objective, if any, of such stockholder and each such
Stockholder Associated Person who is not an individual and
a copy of the prospectus, offering memorandum or similar
document, if any, provided to investors or potential
investors in such stockholder and each such Stockholder
Associated Person;

          (iv) 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 of the Corporation on the date of
such stockholder's notice; and

          (v) a representation that the stockholder
giving notice intends to appear in person or by proxy at
the annual meeting of stockholders to nominate the persons
named in its notice.

      (4)  Such stockholder's notice shall, with
respect to any Proposed Nominee, be accompanied by a
certificate executed by the Proposed Nominee (i) certifying
that such Proposed Nominee (a) is not, and will not become
a party to, any agreement, arrangement or understanding
with any person or entity other than the Corporation in
connection with service or action as a director of the
Corporation that has not been disclosed to the Corporation
and (b) will serve as a director of the Corporation if
elected; and (ii) attaching a completed Proposed Nominee
questionnaire, which questionnaire shall be provided by the
Corporation, upon request, to the stockholder providing the
notice and shall include all information relating to the
Proposed Nominee that would be required to be disclosed in
connection with the solicitation of proxies for the
election of the Proposed Nominee as a director in an
election contest (even if an election contest is not
involved), or would otherwise be required in connection
with such solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act, or
would be required pursuant to the rules of any national
securities exchange or over-the-counter market applicable
to any Company Securities.

      (5)  Notwithstanding anything in this Section
13(a) to the contrary, in the event that the number of
directors to be elected to the Board of Directors is
increased, and there is no public announcement of such
action at least 130 days prior to the first anniversary of
the date of the proxy statement for 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 delivered to the Secretary at
the principal executive office of the Corporation 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 Corporation.

  (b)  Special Meetings of Stockholders.  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 only (i) by or at the direction
of the Board of Directors or (ii) 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 from the time
the stockholder gives notice provided for in this Section
13 to the time of the special meeting, who is entitled to
vote at the special meeting in the election of each
individual so nominated and who has 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
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
Corporation's notice of meeting, if the stockholder's
notice, containing the information required by Sections
13(a)(3) and 13(a)(4) (replacing references to "annual
meeting" with "special meeting"), shall be delivered to the
Secretary at the principal executive office of the
Corporation not earlier than the 60th day before such
special meeting and not later than 5:00 p.m., Eastern Time,
on the later of the 30th day before 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 special 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 13 by any stockholder proposing a nominee
for election as a director shall be inaccurate or
incomplete in any material respect, such information may be
deemed not to have been provided, and the nomination in
respect of which such information is required by Section
13(a)(3) may be deemed not to have been made, in accordance
with this Section 13. Any such stockholder shall notify the
Corporation of any inaccuracy or incompleteness (within two
business days of becoming aware of such inaccuracy or
change) in any such information. Within five business days
after the record date related to the annual or special
meeting of stockholders, and upon written request by the
Secretary or the Board of Directors, within five business
days of delivery of such request (or such other period as
may be specified in such request), any such stockholder
shall provide (i) written verification, satisfactory, in
the discretion of the Board of Directors or any authorized
officer of the Corporation, to demonstrate the accuracy or
certify the completeness of any information submitted or
required to be submitted by the stockholder pursuant to
this Section 13, and (ii) a written update of any
information submitted by the stockholder pursuant to this
Section 13 as of the record date or a date not later than
such request by the Secretary or the Board of Directors. 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, and the
nomination in respect of which such information is required
by Section 13(a)(3) may be deemed not to have been made, in
accordance with this Section 13.

            (2)  Only such individuals who are nominated
in accordance with this Section 13 shall be eligible for
election by stockholders as directors. The Board of
Directors and the chairman of the meeting shall each have
the power to determine whether a nomination was made in
accordance with this Section 13.

ARTICLE III

BOARD OF DIRECTORS

  SECTION 1.  General Powers.  Except as otherwise
provided in the Charter, the business and affairs of the
Corporation shall be managed under the direction of the
Board of Directors.  All powers of the Corporation may be
exercised by or under authority of the Board of Directors
except as conferred on or reserved to the stockholders by
law, by the Charter or by these Bylaws.

  SECTION 2.  Number, Election and Term of Directors.
The number of directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a majority
of the directors then in office; provided, however, that
the number of directors shall in no event be fewer than the
minimum number required by the MGCL nor more than twelve
(12).  The Board of Directors shall be divided into three
classes. Within the limits above specified, the number of
directors in each class shall be determined by resolution
of the Board of Directors.  The term of office of the first
class shall expire on the date of the first annual meeting
of stockholders.  The term of office of the second class
shall expire one year thereafter.  The term of office of
the third class shall expire two years thereafter.  Upon
expiration of the term of office of each class as set forth
above, the number of directors in such class, as determined
by the Board of Directors, shall be elected for a term of
three years to succeed the directors whose terms of office
expire.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section
5 of this Article, and each director elected shall hold
office until his successor shall have been elected and
shall have qualified, or until his death, or until he or
she shall have resigned or have been removed as provided in
these Bylaws, or as otherwise provided by statute or the
Charter.  Any vacancy created by an increase in directors
may be filled in accordance with Section 4 of this Article
III.  No reduction in the number of directors shall have
the effect of removing any director from office prior to
the expiration of his term unless the director is
specifically removed pursuant to the MGCL at the time of
the decrease. A director need not be a stockholder of the
Corporation, a citizen of the United States or a resident
of the State of Maryland.

   SECTION 3.  Resignation.  A director of the
Corporation may resign at any time by giving written notice
of his resignation to the Board of Directors or the
Chairman of the Board or to the President or the Secretary
of the Corporation.  Any resignation shall take effect
immediately upon its receipt or at such later time
specified in the resignation.  Acceptance of a resignation
shall not be necessary to make it effective unless the
resignation states otherwise.

  SECTION 4.  Vacancies.  If for any reason any or all
the directors cease to be directors, such event shall not
terminate the Corporation or affect these Bylaws or the
powers of the remaining directors hereunder, if any.
Pursuant to the Corporation's election to be subject to
Section 3-804(c) of the Maryland General Corporation Law
(the "MGCL"), except as may be provided by the Board of
Directors in setting the terms of any class or series of
preferred stock and subject to the Investment Company Act,
(a) any vacancy on the Board of Directors may be filled
only by a majority of the remaining directors, even if the
remaining directors do not constitute a quorum and (b) any
director elected to fill a vacancy shall serve for the
remainder of the full term of the class in which the
vacancy occurred and until a successor is elected and
qualifies.  In the event that at any time a vacancy exists
in any office of a director that may not be filled by the
remaining directors under the Investment Company Act, a
special meeting of the stockholders shall be held as
promptly as possible and in any event within sixty (60)
days, for the purpose of filling the vacancy or vacancies.

  SECTION 5.  Place of Meetings.  Meetings of the Board
may be held at any place that the Board of Directors may
from time to time determine or that is specified in the
notice of the meeting.

  SECTION 6.  Regular Meetings.  Regular meetings of the
Board of Directors may be held without notice at the time
and place determined by the Board of Directors.

  SECTION 7.  Special Meetings.  Special meetings of the
Board of Directors may be called by two (2) or more
directors of the Corporation or by the Chairman of the
Board or the President.

  SECTION 8.  Annual Meeting.  The annual meeting of the
newly elected and other directors shall be held as soon as
practicable after the meeting of stockholders at which the
newly elected directors were elected.  No notice of such
annual meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of
stockholders.  If not so held, notice shall be given as
hereinafter provided for special meetings of the Board of
Directors.

  SECTION 9.  Notice of Special Meetings.  Notice of
each special meeting of the Board of Directors shall be
given by the Secretary as hereinafter provided. Each notice
shall state the time and place of the meeting and shall be
delivered to each director, either personally, by
electronic mail or other legally permissible electronic
transmission or by telephone or other standard form of
telecommunication, at least twenty-four (24) hours before
the time at which the meeting is to be held, or by first-
class mail, postage prepaid, addressed to the director at
his residence or usual place of business, and mailed at
least three (3) days before the day on which the meeting is
to be held.

  SECTION 10.  Waiver of Notice of Meetings.  Notice of
any special meeting need not be given to any director who
shall, either before or after the meeting, sign a written
waiver of notice that is filed with the records of the
meeting or who shall attend the meeting.

  SECTION 11.  Quorum and Voting.

      (a)  General.  A majority of the entire Board of
Directors shall constitute a quorum for transaction of
business at any meeting of the Board of Directors and,
except as otherwise expressly required by statute, the
Charter, these Bylaws, the Investment Company Act, or any
other applicable statute, the act of a majority of the
directors present at any meeting at which a quorum is
present shall be the act of the Board.  In the absence of a
quorum at any meeting of the Board, a majority of the
directors present may adjourn the meeting to another time
and place until a quorum shall be present.  Notice of the
time and place of any adjourned meeting shall be given to
the directors who were not present at the time of the
adjournment and, unless the time and place were announced
at the meeting at which the adjournment was taken, to the
other directors.  At any adjourned meeting at which a
quorum is present, any business may be transacted that
might have been transacted at the meeting as originally
called.  The directors present at a meeting which has been
duly called and at which a quorum has been established may
continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough
directors to leave fewer than required to establish a
quorum.

  (b)  Extraordinary Transactions.  The affirmative vote
of two-thirds of the entire Board of Directors shall be
required to approve or declare advisable:

            (1)  Any amendment to the Charter to make the
Corporation's common stock a "redeemable security" or to
convert the Corporation, whether by merger or otherwise,
from a "closed-end company" to an "open-end company" (as
such terms are defined in the Investment Company Act);

            (2)  The liquidation or dissolution of the
Corporation and any amendment to the Charter to effect any
such liquidation or dissolution; or

            (3)  Any merger, consolidation, share exchange or
sale or exchange of all or substantially all of the assets
of the Corporation that the MGCL requires be approved by
the stockholders of the Corporation.

  SECTION 12.  Organization.  The Board of Directors may
designate a 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, the President, or, in his
absence or inability to act, another director chosen by a
majority of the directors present, shall act as chairman of
the meeting and preside at the meeting.  The Secretary (or,
in his absence or inability to act, any person appointed by
the chairman) shall act as Secretary of the meeting and
keep the minutes of the meeting.

  SECTION 13.  Committees.  The Board of Directors may
designate one (1) or more committees of the Board of
Directors, each consisting of one (1) or more directors. To
the extent provided in the resolution, and permitted by
law, the committee or committees shall have and may
exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.
Any committee or committees shall have the name or names
determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular
minutes of its meetings and provide those minutes to the
Board of Directors when required. The members of a
committee present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the
place of an absent member.

  SECTION 14.  Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the Investment
Company Act, any action required or permitted to be taken
at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting if
all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or
committee.

  SECTION 15.  Telephone Conference.  Members of the
Board of Directors or any committee of the Board may
participate in any Board or committee meeting by means of a
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other at the same time. Participation by such
means shall constitute presence in person at the meeting.

  SECTION 16.  Compensation.  Each director shall be
entitled to receive compensation, if any, as may from time
to time be fixed by the Board of Directors, including a fee
for each meeting of the Board or any committee thereof,
regular or special, he or she attends. Directors may also
be reimbursed by the Corporation for all reasonable
expenses incurred in traveling to and from the place of a
Board or committee meeting.

ARTICLE IV

OFFICERS, AGENTS AND EMPLOYEES

  SECTION 1.  Number and Qualifications.  The officers
of the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint one
(1) or more Vice Presidents and may also appoint any other
officers, agents and employees it deems necessary or
proper. Any two (2) or more offices may be held by the same
person, except the office of President, but no officer
shall execute, acknowledge or verify in more than one (1)
capacity any instrument required by law to be executed,
acknowledged or verified in more than one capacity.
Officers shall be elected by the Board of Directors each
year at its first meeting held after the annual meeting of
stockholders, each to hold office until the meeting of the
Board following the next annual meeting of the stockholders
and until his successor shall have been duly elected and
shall have qualified, or until his death, or until he or
she shall have resigned or have been removed, as provided
in these Bylaws. The Board of Directors may from time to
time elect such officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers and one
or more Assistant Secretaries) and may appoint, or delegate
to the President the power to appoint, such agents as may
be necessary or desirable for the business of the
Corporation. Such other officers and agents shall have such
duties and shall hold their offices for such terms as may
be prescribed by the Board or by the appointing authority.

  SECTION 2.  Resignations.  Any officer of the
Corporation may resign at any time by giving written notice
of his resignation to the Board of Directors, the Chairman
of the Board, the President or the Secretary. Any
resignation shall take effect immediately upon its receipt
or at such later time specified in the resignation.  The
acceptance of a resignation shall not be necessary to make
it effective unless otherwise stated in the resignation.

  SECTION 3.  Removal of Officer or Agent.  Any officer
or agent of the Corporation may be removed, with or without
cause, by the Board of Directors if in its judgment the
best interests of the Corporation would be served thereby.
The Board may delegate the power of removal as to agents
not elected or appointed by the Board of Directors.
Removal shall be without prejudice to the person's contract
rights, if any, but the appointment of any person as an
officer or agent of the Corporation shall not of itself
create contract rights.

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

  SECTION 5.  Compensation.  The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer
with respect to other officers under his control.

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

  SECTION 7.  President.  The President shall be the
Chief Executive Officer of the Corporation. In the absence
or inability of the Chairman of the Board (or if there is
none) to act, the President shall preside at all meetings
of the stockholders and of the Board of Directors. The
President shall have, subject to the control of the Board
of Directors, general charge of the business and affairs of
the Corporation, and may employ and discharge employees and
agents of the Corporation, except those elected or
appointed by the Board, and he or she may delegate these
powers.

  SECTION 8. Vice President. Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the President may from time to time prescribe.

  SECTION 9. Treasurer. Subject to the provisions of any
contract that may be entered into with any custodian
pursuant to authority granted by the Board of Directors,
the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide
for the custody of the Corporation's funds and securities;
he or she shall have the full authority to receive and give
receipts for all money due and payable to the Corporation,
and to endorse checks, drafts, and warrants, in its name
and on its behalf and to give full discharge for the same;
he or she shall deposit all funds of the Corporation,
except those that may be required for current use, in such
banks or other places of deposit as the Board of Directors
may from time to time designate; and, in general, he or she
shall perform all duties incident to the office of
Treasurer and such other duties as may from time to time be
assigned to him or her by the Board of Directors or the
President.

  SECTION 10. Secretary. The Secretary shall:

               (a)  keep or cause to be kept in one or more
books provided for the purpose, the minutes of all meetings
of the Board of Directors, the committees of the Board and
the stockholders;

               (b)  see that all notices are duly given in
accordance with the provisions of these Bylaws and as
required by law;

               (c)  be custodian of the records and the
seal of the Corporation and affix and attest the seal to
all stock certificates of the Corporation (unless the seal
of the Corporation on such Certificates shall be a
facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf of
the Corporation under its seal;

               (d)  see that the books, reports,
statements, certificates and other documents and records
required by law to be kept and filed are properly kept and
filed; and

               (e)  in general, perform all the duties
incident to the office of Secretary and such other duties
as from time to time may be assigned to him or her by the
Board of Directors or the President.

  SECTION 11. Delegation of Duties. In case of the
absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the
Board may confer for the time being the powers or duties;
or any of them, of such officer upon any other officer or
upon any director.

ARTICLE V

STOCK

  SECTION 1. Stock Certificates. Unless otherwise
provided by the Board of Directors, each holder of stock of
the Corporation shall be entitled upon specific written
request to such person as may be designated by the
Corporation to have a certificate or certificates
representing the shares of stock held by such holder.  In
the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be in
such form as prescribed by the Board of Directors or a duly
authorized officer, shall contain the statements and
information required by the MGCL and shall be signed by the
officers of the Corporation in the manner permitted by the
MGCL.  In the event that the Corporation issues shares of
stock without certificates, to the extent then required by
the MGCL, the Corporation shall provide to the record
holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates.  There shall be no differences in the rights
and obligations of stockholders based on whether or not
their shares are represented by certificates.

  SECTION 2.  Stock Ledger.  There shall be maintained a
stock ledger containing the name and address of each
stockholder and the number of shares of stock of each class
the shareholder holds. The stock ledger may be in written
form or any other form which can be converted within a
reasonable time into written form for visual inspection.
The original or a duplicate of the stock ledger shall be
kept at the principal office of the Corporation or at any
other office or agency specified by the Board of Directors.

  SECTION 3.  Transfers of Shares.  Transfers of shares
of stock of the Corporation shall be made on the stock
records of the Corporation only by the registered holder of
the shares, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the
Secretary or with a transfer agent or transfer clerk, and
on surrender of the certificate or certificates, if issued,
for the shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all taxes
thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand
on the record of stockholders as the owner of the share or
shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions and to
vote as the owner, and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in
any such share or shares on the part of any other person.

  SECTION 4.  Regulations.  The Board of Directors may
authorize the issuance of uncertificated securities.  If
stock certificates are issued, the Board of Directors may
make any additional rules and regulations, not inconsistent
with these Bylaws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares
of stock of the Corporation. The Board may appoint, or
authorize any officer or officers to appoint, one or more
transfer agents or one or more transfer clerks and one or
more registrars and may require all certificates for shares
of stock to bear the signature or signatures of any of
them.

  SECTION 5. Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock
of the Corporation shall immediately notify the Corporation
of its loss, destruction or mutilation and the Corporation
may issue a new certificate of stock in the place of any
certificate issued by it that has been alleged to have been
lost or destroyed or that shall have been mutilated. The
Board may, in its discretion, require the owner (or his
legal representative) of a lost, destroyed or mutilated
certificate: to give to the Corporation a bond in a sum,
limited or unlimited, and in a form and with any surety or
sureties, as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss
or destruction of any such certificate, or issuance of a
new certificate. Anything herein to the contrary
notwithstanding, the Board of Directors, in its absolute
discretion, may refuse to issue any such new certificate,
except pursuant to legal proceedings under the laws of the
State of Maryland.

  SECTION 6. Fixing of Record Date for Dividends,
Distributions, etc. The Board may fix, in advance, a date
not more than ninety (90) days preceding the date fixed for
the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for
securities of the Corporation, or for the delivery of
evidences of rights or evidences of interests arising out
of any change, conversion or exchange of common stock or
other securities, as the record date for the determination
of the stockholders entitled to receive any such dividend,
distribution, allotment, rights or interests, and in such
case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment rights or interests.

ARTICLE VI

INDEMNIFICATION, ADVANCE OF EXPENSES AND INSURANCE

  SECTION 1.  Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be
made a party in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
such person is a current or former director or officer of
the Corporation, or is or was serving while a director or
officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee
benefit plan, shall be indemnified by the Corporation
against judgments, penalties, fines, excise taxes,
settlements and reasonable expenses (including attorneys'
fees) actually incurred by such person in connection with
such action, suit or proceeding to the full extent
permissible under the MGCL, the Securities Act of 1933, as
amended, and the Investment Company Act, as those statutes
are now or hereafter in force, except that such indemnity
shall not protect any such person against any liability to
the Corporation 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").

  SECTION 2. Advances. Any current or former director or
officer of the Corporation claiming indemnification within
the scope of this Article VI shall be entitled to advances
from the Corporation for payment of the reasonable expenses
incurred by him or her in connection with proceedings to
which he or she is a party in the manner and to the full
extent permissible under the MGCL, the Securities Act of
1933, as amended, and the Investment Company Act, as those
statutes are now or hereafter in force; provided, however,
that the person seeking indemnification shall provide to
the Corporation a written affirmation of his good faith
belief that the standard of conduct necessary for
indemnification by the Corporation 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, and provided further that at least one of the
following additional conditions is met: (a) the person
seeking indemnification shall provide a security in form
and amount acceptable to the Corporation for his
undertaking; (b) the Corporation is insured against losses
arising by reason of the advance; or (c) a majority of a
quorum of directors of the Corporation who are neither
"interested persons" as defined in Section 2(a)(19) of the
Investment Company Act, nor parties to the proceeding
("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall determine, based on a
review of facts readily available to the Corporation 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.

  SECTION 3.  Procedure.  At the request of any current
or former director or officer, or any employee or agent
whom the Corporation proposes to indemnify, the Board of
Directors shall determine, or cause to be determined, in a
manner consistent with the MGCL, the Securities Act of
1933, as amended, and the Investment Company Act, as those
statutes are now or hereafter in force, whether the
standards required by this Article V have been met;
provided, however, that indemnification shall be made only
following: (a) 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 (b) 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 (i) the vote of a majority
of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.

  SECTION 4.  Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of
the Corporation may be indemnified, and reasonable expenses
may be advanced to such employees or agents, in accordance
with the procedures set forth in this Article V to the
extent permissible under the MGCL, the Securities Act of
1933, as amended, and the Investment Company Act, as those
statutes are now or hereafter in force, and to such further
extent, consistent with the foregoing, as may be provided
by action of the Board of Directors or by contract.

  SECTION 5.  General; Other Rights.  The rights to
indemnification and advance of expenses provided by the
Charter and these Bylaws shall vest immediately upon
election of a director or officer.  Neither the amendment
nor repeal of this Article, nor the adoption or amendment
of any other provision of the Charter or these Bylaws
inconsistent with this Article, shall apply to or affect in
any respect the applicability of the preceding paragraph
with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.  The
indemnification provided by this Article VI shall not be
deemed exclusive of any other right, with respect to
indemnification or otherwise, to which those seeking such
indemnification may be entitled under any insurance or
other agreement, vote of stockholders or disinterested
directors or otherwise, both as to action by a director or
officer of the Corporation in his official capacity and as
to action by such person in another capacity while holding
such office or position, and 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.

  SECTION 6.  Insurance.  The Corporation shall have the
power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent
of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, enterprise
or employee benefit plan, against any liability asserted
against and incurred by him or her in any such capacity, or
arising out of his or her status as such, and reasonable
expenses incurred by him or her in connection with
proceedings to which he or she is made a party, provided
that no insurance may be obtained by the Corporation for
liabilities against which the Corporation is specifically
prohibited from indemnifying him or her under this Article
VI or applicable law.

ARTICLE VII

SEAL

  The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland"
and any emblem or device approved by the Board of
Directors. The seal may be used by causing it or a
facsimile to be impressed or affixed or in any other manner
reproduced, or by placing the word "(seal)" adjacent to the
signatures of the authorized officer of the Corporation.

ARTICLE VIII

FISCAL YEAR

  SECTION 1. Fiscal Year. The Corporation's fiscal year
shall be fixed by the Board of Directors.

  SECTION 2.  Accountant.

  (a)  The Corporation shall employ an independent
public accountant or a firm of independent public
accountants of national reputation as its Accountant to
examine the accounts of the Corporation and to sign and
certify financial statements filed by the Corporation. The
Accountant's certificates and reports shall be addressed
both to the Board of Directors and to the stockholders. The
employment of the Accountant shall be conditioned upon the
right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the
outstanding voting securities at any stockholders' meeting
called for that purpose.

  (b)  A majority of the members of the Board of
Directors who are not "interested persons" (as such term is
defined in the Investment Company Act) of the Corporation
shall select the Accountant at any meeting held within 30
days before or after the beginning of the fiscal year of
the Corporation or before the annual stockholders' meeting
in that year. Such selection shall be submitted for
ratification or rejection at the next succeeding annual
stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority
vote of the Corporation's outstanding voting securities,
either at the meeting at which the rejection occurred or at
a subsequent meeting of stockholders called for that
purpose.

  (c)  Any vacancy occurring between annual meetings,
due to the resignation of the Accountant, may be filled by
the vote of a majority of the members of the Board of
Directors who are not "interested persons" of the
Corporation, as that term is defined in the Investment
Company Act, at a meeting called for the purpose of voting
on such action.

ARTICLE IX

CUSTODY OF SECURITIES

  SECTION 1.  Employment of a Custodian.  The
Corporation shall place and at all times maintain in the
custody of a Custodian (including any sub-custodian for the
Custodian) all funds, securities and similar investments
owned by the Corporation. The Custodian (and any sub-
custodian) shall be an institution conforming to the
requirements of Section 17(f) of the Investment Company
Act, and the rules of the Securities and Exchange
Commission thereunder. The Custodian shall be appointed
from time to time by the Board of Directors, which shall
fix its remuneration.

  SECTION 2. Termination of Custodian Agreement. Upon
termination of the Custodian Agreement or inability of the
Custodian to continue to serve, the Board of Directors
shall promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who has the
required qualifications and is willing to serve, the Board
of Directors shall call as promptly as possible a special
meeting of the stockholders to determine whether the
Corporation shall function without a Custodian or shall be
liquidated. If so directed by vote of the holders of a
majority of the outstanding shares of stock entitled to
vote of the Corporation, the Custodian shall deliver and
pay over all property of the Corporation held by it as
specified in such vote.

ARTICLE X

AMENDMENTS

  These Bylaws may be amended or repealed by the
affirmative vote of two-thirds of the entire Board of
Directors at any regular or special meeting of the Board of
Directors, subject to the requirements of the Investment
Company Act.


Amended and Restated as of November 17, 2010.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>ggmm77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of The Gabelli Global
Multimedia Trust Inc.:


In planning and performing our audit of the financial statements
of The Gabelli Global Multimedia Trust Inc. ("the Fund") as of and
for the year ended December 31, 2010, in accordance with the
standards of the Public Company Accounting Oversight Board (United
States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting.  Accordingly, we do not express
an opinion on the effectiveness of the Fund's internal control
over financial reporting.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A fund's
internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the fund are being made only in
accordance with authorizations of management and directors of the
fund; and (3)  provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely
basis.  A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined
above as of December 31, 2010.


This report is intended solely for the information and use of
management and the Board of Directors of The Gabelli Global
Multimedia Trust Inc. and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other
than these specified parties.




/s/ PricewaterhouseCoopers LLP
New York, New York
February 28, 2011










PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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