<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>bylaws2.txt
<TEXT>
EXHIBIT 77Q1(a)(2)
FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND
INCORPORATED
(the Fund)

AMENDED AND RESTATED BYLAWS

OF

FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND
INCORPORATED



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

	Article 1.1.	Name.  The name of the
Company is Flaherty & Crumrine Preferred
Income Opportunity Fund Incorporated.

	Article 1.2.	Principal Offices.  The
principal office of the Company in the State of
Maryland shall be located in Baltimore,
Maryland.  The Company may, in addition,
establish and maintain such other offices and
places of business within or outside the State of
Maryland as the Board of Directors may from
time to time determine.

	Article 1.3.	Seal.  The corporate seal of
the Company shall be circular in form and shall
bear the name of the Company, the year of its
incorporation and the words Corporate Seal,
Maryland.  The form of the seal shall be subject to
alteration by the Board of Directors and the seal
may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise
reproduced.  Any Officer or Director of the
Company shall have authority to affix the
corporate seal of the Company to any document
requiring the same.

BYLAW-TWO:	STOCKHOLDERS.

	Article 2.1.	Place of Meetings.  All
meetings of the Stockholders shall be held at such
place, whether within or outside the State of
Maryland, as the Board of Directors shall
determine, which shall be stated in the notice of
the meeting or in a duly executed waiver of notice
thereof.

	Article 2.2.	Annual Meeting.  The
annual meeting of the Stockholders of the
Company shall be held at such place as the Board
of Directors shall select on such date, during the
30-day period ending five months after the end of
the Companys fiscal year, as may be fixed by the
Board of Directors each year, at which time the
Stockholders shall elect Directors by plurality
vote, and transact such other business as may
properly come before the meeting. Any business
of the Company may be transacted at the annual
meeting without being specially designated in the
notice except as otherwise provided by statute, by
the Articles of Incorporation or by these Bylaws.

	Article 2.3.	Special Meetings.  Special
meetings of the Stockholders for any purpose or
purposes, unless otherwise prescribed by statute
or by the Articles of Incorporation, may be called
by resolution of the Board of Directors or by the
President, and shall be called by the Secretary at
the request, in writing, of a majority of the Board
of Directors. Special meetings of the Stockholders
shall also be called by the Secretary at the request,
in writing, of Stockholders entitled to cast a
majority of the votes entitled to be cast at the
meeting, provided that (a) such request shall state
the purpose or purposes of such meeting and the
matters proposed to be acted on, and (b) the
stockholders requesting such meeting shall have
paid to the Company the reasonably estimated
cost of preparing and mailing a notice of the
meeting (which estimated cost shall be provided
to such Stockholders by the Secretary of the
Company); the only Stockholder proposals that
may be presented at the meeting are those set
forth in the notice requesting the meeting in
accordance with this Article 2.3.

	Article 2.4.	Notice.  Written notice of
every meeting of Stockholders, stating the
purpose or purposes for which the meeting is
called, the time when and the place where it is to
be held, shall be served, either personally or by
mail, 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 his address as it shall appear on the
books of the Company (unless he shall have filed
with the Transfer Agent of the Company a written
request that notices intended for him be mailed to
some other address, in which case it shall be
mailed to the address designated in such request)
and (ii) such notice shall be deemed to have been
given as of the date when it is deposited in the
United States mail with first-class postage thereon
prepaid.

	Article 2.5	Notice of Stockholder
Business.  At any annual or special meeting of the
Stockholders, only such business shall be
conducted as shall have been properly brought
before the meeting.  To be properly brought
before  an annual or special meeting, the business
must be (i) specified in the notice of meeting (or
any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the
direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by
a Stockholder.

	For business to be properly brought before
an annual or special meeting by a Stockholder, the
Stockholder must have given timely notice thereof
in writing to the Secretary of the Company.  To be
timely, any such notice must be delivered to or
mailed and received at the principal executive
offices of the Company not later than 60 days
prior to the date of the meeting; provided,
however, that if less than 70 days notice or prior
public disclosure of the date of the meeting is
given or made to Stockholders, any such notice by
a Stockholder to be timely must be so received not
later than the close of business on the 10th day
following the day on which notice of the date of
the annual or special meeting was given or such
public disclosure was made.

	Any such notice by a Stockholder shall set
forth as to each matter the Stockholder proposes
to bring before the annual or special meeting (i) a
brief description of the business desired to be
brought before the annual or special meeting and
the reasons for conducting such business at the
annual or special meeting, (ii) the name and
address, as they appear on the Companys books,
of the Stockholder proposing such business, (iii)
the class and number of shares of the capital stock
of the Company which are beneficially owned by
the Stockholder, and (iv) any material interest of
the Stockholder in such business.

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

	Article 2.6.	Quorum.  The holders of a
majority of the stock issued and outstanding and
entitled to vote, present in person or represented
by proxy, shall be requisite and shall constitute a
quorum at all meetings of the Stockholders for the
transaction of business except as otherwise
provided by statute, by the Articles of
Incorporation or by these Bylaws.  If a quorum
shall not be present or represented, the
Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the
power to adjourn the meeting from time to time,
without notice other than announcement at the
meeting, to a date not more than 120 days after
the original record date, until a quorum shall be
present or represented.  At such adjourned
meeting, at which a quorum shall be present or
represented, any business which might have been
transacted at the original meeting may be
transacted.

	Article 2.7.	Vote of the Meeting.  When
a quorum is present or represented at any meeting,
a majority of the votes cast thereat shall decide
any question brought before such meeting, unless
the question is one upon which, by express
provisions of applicable statutes, of the Articles of
Incorporation or of these Bylaws, a different vote
is required, in which case such express provisions
shall govern and control the decision of such
question.

	Article 2.8.	Voting Rights of
Stockholders.  Each Stockholder of record having
the right to vote shall be entitled at every meeting
of the Stockholders of the Company to one vote
for each share of stock having voting power
standing in the name of such stockholder on the
books of the Company on the record date fixed in
accordance with Article 6.5 of these Bylaws, with
pro rata voting rights for any fractional shares,
and such votes may be cast either in person or by
written proxy.

	Article 2.9.	Organization.  At every
meeting of the Stockholders, the Chairman of the
Board, or in his absence or inability to act, the
Vice Chairman of the Board or in his absence or
inability to act, a chairman chosen by the
Stockholders, shall act as chairman of the
meeting.  The Secretary, or in his absence or
inability to act, a person appointed by the
chairman of the meeting, shall act as secretary of
the meeting and keep the minutes of the meeting.

	Article 2.10.	Proxies.  Each Stockholder
entitled to vote at any meeting of Stockholders
may authorize another person to act as proxy for
the Stockholder by (a) signing a writing
authorizing another person to act as proxy, or (b)
any other means permitted by law.  Signing may
be accomplished by the Stockholder or the
Stockholders authorized agent signing the writing
or causing the stockholders signature to be affixed
to the writing by any reasonable means, including
facsimile signature.  No proxy shall be valid after
the expiration of eleven months from its date
unless it provides otherwise.  Every proxy shall be
revocable at the pleasure of the person authorizing
it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to
the Secretary of the Company or to the person
acting as Secretary of the meeting before being
voted.  A proxy with respect to stock held in the
name of two or more persons shall be valid if
authorized by one of them unless, at or prior to
exercise of such proxy, the Company receives a
specific written notice to the contrary from any
one of them.  A proxy purporting to be authorized
by or on behalf of a Stockholder shall be deemed
valid unless challenged at or prior to its exercise.

	Article 2.11.	Stock Ledger and List of
Stockholders.  It shall be the duty of the Secretary
or Assistant Secretary of the Company to cause an
original or duplicate stock ledger to be maintained
at the office of the Companys Transfer Agent.

	Article 2.12.	Action without Meeting.
Any action to be taken by Stockholders of
Common Stock, or of Common Stock and
Preferred Stock (and any other class of stock)
voting together as a single class, may be taken
without a meeting if (i) all Stockholders entitled
to vote on the matter consent to the action in
writing, and (ii) such consents are filed with the
records of the meetings of Stockholders.  Except
as provided above, the Stockholders of Preferred
Stock and of any other class of stock (other than
Common Stock entitled to vote generally in the
election of directors) may take action or consent
to any action by the written consent of the
Stockholders of the Preferred Stock and/or such
other class of stock entitled to cast not less than
the minimum number of votes that would be
necessary to authorize or take the action at a
Stockholders meeting if the Corporation gives
notice of the action to each Stockholder of the
Corporation not later than 10 days after the
effective time of the action.  A consent shall be
treated for all purposes as a vote at a meeting.

BYLAW-THREE:	BOARD OF DIRECTORS.

	Article 3.1.	General Powers.  Except as
otherwise provided in the Articles of
Incorporation, the business and affairs of the
Corporation shall be managed under the direction
of the Board of Directors.  All powers of the
Company may be exercised by or under authority
of the Board of Directors except as conferred on
or reserved to the Stockholders by law, by the
Articles of Incorporation or by these Bylaws.

	Article 3.2.	Board of Three to Twelve
Directors.  The Board of Directors shall consist of
not less than three (3) nor more than twelve (12)
Directors; provided that if there are less than three
Stockholders, the number of Directors may be the
same number as the number of Stockholders but
not less than one.  Directors need not be
Stockholders.  The Directors shall have power
from time to time, to increase or decrease the
number of Directors by vote of a majority of the
entire Board of Directors.  If the number of
Directors is increased, the additional Directors
may be elected by a majority of the Directors in
office at the time of the increase.  If such
additional Directors are not so elected by the
Directors in office at the time they increase the
number of places on the Board, or if the additional
Directors are elected by the existing Directors
prior to the first meeting of the Stockholders of
the Company, then in either of such events the
additional Directors shall be elected or re-elected
by the Stockholders at their next annual meeting
or at an earlier special meeting called for that
purpose.

	Beginning with the first annual meeting of
Stockholders held after the initial public offering
of the shares of the Company (the initial annual
meeting), the Board of Directors shall be divided
into three classes:  Class I, Class II and Class III.
The terms of office of the classes of Directors
elected at the initial annual meeting shall expire at
the times of the annual meetings of the
Stockholders as follows:  Class I on the next
annual meeting, Class II on the second next
annual meeting and Class III on the third next
annual meeting, or thereafter in each case when
their respective successors are elected and
qualified.  At each subsequent annual election, the
Directors chosen to succeed those whose terms
are expiring shall be identified as being of the
same class as the Directors whom they  succeed,
and shall be elected for a term expiring at the time
of the third succeeding annual meeting of
Stockholders, or thereafter in each case when their
respective successors are elected and qualified.
The number of directorships shall be apportioned
among the classes so as to maintain the classes as
nearly equal in number as possible.  If the
Corporation issues Preferred Stock entitling the
holders to elect additional Directors in special
circumstances and those special circumstances
arise, then the number of Directors that the
holders of the Common Stock are entitled to elect
shall be reduced to a number such that, when the
requisite number of Directors has been elected by
Preferred Stockholders, the total number of
Directors shall not exceed 12 in number.

	Article 3.3.	Director Nominations.

	(a)	Only persons who are nominated in
accordance with the procedures set forth in this
Article 3.3 shall be eligible for election or re-
election as Directors.  Nominations of persons for
election or re-election to the Board of Directors of
the Company may be made at a meeting of
Stockholders by or at the direction of the Board of
Directors or by any Stockholder of the Company
who is entitled to vote for the election of such
nominee at the meeting and who complies with
the notice procedures set forth in this Article 3.3.

	(b)	Such nominations, other than those
made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice
delivered in writing to the Secretary of the
Company.  To be timely, any such notice by a
Stockholder must be delivered to or mailed and
received at the principal executive offices of the
Company not later than 60 days prior to the
meeting; provided, however, that if less than 70
days notice or prior public disclosure of the date
of the meeting is given or made to Stockholders,
any such notice by a Stockholder to be timely
must be so received not later than the close of
business on the 10th day following the day on
which notice of the date of the meeting was given
or such public disclosure was made.

	(c)	Any such notice by a Stockholder
shall set forth (i) as to each person whom the
Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age,
business address and residence address of such
person, (B) the principal occupation or
employment of such person, (C) the class and
number of shares, if any, of the capital stock of
the Company which are beneficially owned by
such person, and (D) any other information
relating to such person that is required to be
disclosed in solicitations of proxies for the
election of Directors pursuant to Section 20(a) of
the Investment Company Act of 1940, as
amended, and the rules and regulations
thereunder, or Regulation 14A under the
Securities Exchange Act of 1934 or any successor
regulation thereto (including without limitation
such persons written consent to being named in
the proxy statement as a nominee and to serving
as a Director if elected and whether any person
intends to seek reimbursement from the Company
of the expenses of any solicitation of proxies
should such person be elected a Director of the
Company); and (ii) as to the Stockholder giving
the notice, (A) the name and address, as they
appear on the Companys books, of such
Stockholder and (B) the class and number of
shares of the capital stock of the Company which
are beneficially owned by such Stockholder.  At
the request of the Board of Directors, any person
nominated by the Board of Directors for election
as a Director shall furnish to the Secretary of the
Company the information required to be set forth
in a Stockholders notice of nomination which
pertains to the nominee.

	(d)	If a notice by a Stockholder is
required to be given pursuant to this Article 3.3,
no person shall be entitled to receive
reimbursement from the Company of the expenses
of a solicitation of proxies for the election as a
Director of a person named in such notice unless
such notice states that such reimbursement will be
sought from the Company and then only if the
payment of such reimbursement has been
approved by the Board of Directors.  The
Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that
a nomination was not made in accordance with
the procedures prescribed by the Bylaws, and, if
he should so determine, he shall so declare to the
meeting and the defective nomination shall be
disregarded for all purposes.

	Article 3.4.	Vacancies.  Subject to the
provisions of the Investment Company Act of
1940, as amended, if the office of any Director or
Directors becomes vacant for any reason (other
than an increase in the number of Directors), the
Directors in office, although less than a quorum,
shall continue to act and may choose a successor
or successors, who shall hold office for the
remainder of the full term of the class of directors
in which the vacancy occurred and until a
successor is elected and qualifies, or any vacancy
may be filled by the Stockholders at any meeting
thereof.

	Article 3.5.	Removal.  At any meeting
of Stockholders duly called and at which a
quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least 80% of
the votes entitled to be cast for election of the
Directors successor, remove any Director or
Directors from office, with or without cause, and
may by a plurality vote elect a successor or
successors to fill any resulting vacancies for the
unexpired term of the removed Director.

	Article 3.6.	Resignation.  A Director
may resign at any time by giving written notice of
his resignation to the Board of Directors or the
Chairman or the Vice Chairman, if any, of the
Board or the Secretary of the Company.  Any
resignation shall take effect at the time specified
in it or, should the time when it is to become
effective not be specified in it, immediately upon
its receipt.  Acceptance of a resignation shall not
be necessary to make it effective unless the
resignation states otherwise.

	Article 3.7.	Place of Meetings.  The
Directors may hold their meetings at the principal
office of the Company or at such other places,
either within or outside the State of Maryland, as
they may from time to time determine.

	Article 3.8.	Regular Meetings.  Regular
meetings of the Board may be held at such date
and time as shall from time to time be determined
by resolution of the Board.

	Article 3.9.	Special Meetings.  Special
meetings of the Board may be called by order of
the Chairman or Vice Chairman of the Board on
one days notice given to each Director either in
person or by mail, telephone, telegram, cable or
wireless to each Director at his residence or
regular place of business.  Special meetings will
be called by the Chairman or Vice Chairman of
the Board or Secretary in a like manner on the
written request of a majority of the Directors.

	Article 3.10.	Quorum.  At all meetings
of the Board, the presence of one-third of the
entire Board of Directors shall be necessary to
constitute a quorum and sufficient for the
transaction of business; provided, however, that if
there are only 2 or 3 Directors, not less than 2
may constitute a quorum and provided, further,
that if there is only 1 Director, the presence of
such Director will constitute a quorum.  The act of
a majority of the Directors present at a meeting at
which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of
Incorporation or by these Bylaws.  If a quorum
shall not be present at any meeting of Directors,
the Directors present thereat may adjourn the
meeting from time to time, without notice other
than announcement at the meeting, until a quorum
shall be present.

	Article 3.11.	Organization.  The Board
of Directors shall designate one of its members to
serve as Chairman of the Board.  The Chairman of
the Board shall preside at each meeting of the
Board.  In the absence or inability of the
Chairman of the Board to act, another Director
chosen by a majority of the Directors present,
shall act as chairman of the meeting and preside at
the meeting.  The Secretary (or, in his absence or
inability to act, any person appointed by the
Chairman) shall act as secretary of the meeting
and keep the minutes of the meeting.

	Article 3.12.	Informal Action by
Directors and Committees.  Any action required
or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof
may, except as otherwise required by statute, be
taken without a meeting  if a written consent to
such action is signed by all members of the Board,
or of such committee, as the case may be, and
filed with the minutes of the proceedings of the
Board or committee.  Subject to the Investment
Company Act of 1940, as amended, members of
the Board of Directors or a committee thereof
may participate in a meeting by means of a
conference telephone or similar communications
equipment if all persons participating in the
meeting can hear each other at the same time.

	Article 3.13.	Executive Committee.
There may be an Executive Committee of two or
more Directors appointed by the Board who may
meet at stated times or on notice to all by any of
their own number.  The Executive Committee
shall consult with and advise the Officers of the
Company in the management of its business and
exercise such powers of the Board of Directors as
may be lawfully delegated by the Board of
Directors.  Vacancies shall be filled by the Board
of Directors at any regular or special meeting.
The Executive Committee shall keep regular
minutes of its proceedings and report the same to the
Board when required.

	Article 3.14.	Audit Committee.  There
shall be an Audit Committee of two or more
Directors who are not interested persons of the
Company (as defined in the Investment Company
Act of 1940, as amended) appointed by the Board
who may meet at stated times or on notice to all
by any of their own number.  The Committees
duties shall include reviewing both the audit and
other work of the Companys independent
accountants, recommending to the Board of
Directors the independent accountants to be
retained, and reviewing generally the maintenance
and safekeeping of the Companys records and
documents.

	Article 3.15.	Other Committees.  The
Board of Directors may appoint other committees
which shall in each case consist of such number of
members (which may be one) and shall have and
may exercise, to the extent permitted by law, such
powers as the Board may determine in the
resolution appointing them.  A majority of all
members of any such committee may determine
its action, and fix the time and place of its
meetings, unless the Board of Directors shall
otherwise provide.  The Board of Directors shall
have power at any time to change the members
and, to the extent permitted by law, to change the
powers of any such committee, to fill vacancies
and to discharge any such committee.

	Article 3.16.	Compensation of Directors.
The Board may, by resolution, determine what
compensation and reimbursement of expenses of
attendance at meetings, if any, shall be paid to
Directors in connection with their service on the
Board or on various committees of the Board.
Nothing herein contained shall be construed to
preclude any Director from serving the Company
in any other capacity or from receiving
compensation therefor.

Article 3.17.	Authority to Retain Experts and
Advisers.  The Directors who are not interested
persons (as defined in the Investment Company
Act of 1940, as amended) of the Company may
hire employees and retain experts and advisers,
including independent legal counsel, at the
expense of the Company, to the extent such
Directors deem necessary to carry out their duties
as Directors.

BYLAW-FOUR:	OFFICERS.

	Article 4.1.	Officers.  The Officers of
the Company shall be fixed by the Board of
Directors and shall include a President, Secretary
and Treasurer.  Any two offices may be held by
the same person except the offices of President
and Vice President.  A person who holds more
than one office in the Company may not act in
more than one capacity to execute, acknowledge
or verify an instrument required by law to be
executed, acknowledged or verified by more than
one officer.

	Article 4.2.	Appointment of Officers.
The Directors shall appoint the Officers, who
need not be members of the Board.

	Article 4.3.	Additional Officers.  The
Board may appoint such other Officers and agents
as it shall deem necessary who shall exercise such
powers and perform such duties as shall be
determined from time to time by the Board.

	Article 4.4.	Salaries of Officers.  The
salaries of all Officers of the Company shall be
fixed by the Board of Directors.

	Article 4.5.	Term, Removal, Vacancies.
  The Officers of the Company shall serve at the
pleasure of the Board of Directors and hold office
for one year and until their successors are chosen
and qualify in their stead.  Any Officer elected or
appointed by the Board of Directors may be
removed at any time by the affirmative vote of a
majority of the entire Board of Directors.  If the
office of any Officer becomes vacant for any
reason, the vacancy shall be filled by the Board of
Directors.

	Article 4.6.	Chief Executive Officer;
President.  The Chief Executive Officer shall be
the highest ranking officer of the Company and
shall, subject to the supervision of the Board of
Directors, have general oversight responsibility
for the management of the business of the
Company.  The Chief Executive Officer shall see
that all orders and resolutions of the Board are
carried into effect.  If the Board has not selected a
Chief Executive Officer, the President shall be the
Chief Executive Officer of the Company and shall
perform the duties and exercise the powers of the
Chief Executive Officer and shall perform such
other duties as the Board of Directors shall
prescribe.  The Company may select a President
in addition to the Chief Executive Officer, to have
such duties as the Board of Directors shall
prescribe.

	Article 4.7.	Vice President.  Any Vice
President shall, in the absence or disability of the
President, perform the duties and exercise the
powers of the President and shall perform such
other duties as the Board of Directors shall
prescribe.

	Article 4.8.	Treasurer or Chief
Financial Officer.  The Treasurer or Chief
Financial Officer shall have the custody of the
corporate funds and securities and shall keep full
and accurate accounts of receipts and
disbursements in books belonging to the
Company and shall deposit all moneys and other
valuable effects in the name and to the credit of
the Company in such depositories as may be
designated by the Board of Directors.  He shall
disburse the funds of the Company as may be
ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the
Chairman of the Board and Directors at the
regular meetings of the Board, or whenever they
may require it, an account of the financial
condition of the Company.

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

	Article 4.9.	Secretary.  The Secretary
shall attend meetings of the Board and meetings
of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for
those purposes, and shall perform like duties for
the Executive Committee, or other committees, of
the Board when required.  He shall give or cause
to be given notice of all meetings of Stockholders
and special meetings of the Board of Directors
and shall perform such other duties as may be
prescribed by the Board of Directors.  He shall
keep in safe custody the seal of the Company and
affix it to any instrument when authorized by the
Board of Directors.

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

	Article 4.10.	Subordinate Officers.  The
Board of Directors from time to time may appoint
such other officers or agents as it may deem
advisable, each of whom shall serve at the
pleasure of the Board of Directors and have such
title, hold office for such period, have such
authority and perform such duties as the Board of
Directors may determine.  The Board of Directors
from time to time may delegate to one or more
officers or agents the power to appoint any such
subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities
and duties.

	Article 4.11.	Surety Bonds.  The Board
of Directors may require any officer or agent of
the Company to execute a bond (including,
without limitation, any bond required by the
Investment Company Act of 1940, as amended,
and the rules and regulations of the Securities and
Exchange Commission) to the Company in such
sum and with such surety or sureties as the Board
of Directors may determine, conditioned upon the
faithful performance of his duties to the
Company, including responsibility for negligence
and for the accounting of any of the Companys
property, funds or securities that may come into
his hands.

BYLAW-FIVE:	GENERAL PROVISIONS.

	Article 5.1.	Waiver of Notice.
Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions
of the Articles of Incorporation or these Bylaws to
take any action at any meeting after notice, such
notice may be waived, in writing, before or after
the holding of the meeting, by the person or
persons entitled to such notice, or, in the case of a
Stockholder, by his duly authorized attorney-in-
fact.

Article 5.2.	Indemnity.

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

	(b)	Any current or former Director or
Officer of the Company seeking indemnification
within the scope of this Article shall be entitled to
advances from the Company for payment of the
reasonable expenses incurred by him in
connection with the matter as to which he is
seeking indemnification in the manner and to the
fullest extent permissible under the Maryland
General Corporation Law without a preliminary
determination of entitlement to indemnification
(except as provided below).  The person seeking
indemnification shall provide to the Company a
written affirmation of his good faith belief that the
standard of conduct necessary for indemnification
by the Company has been met and a written
undertaking to repay any such advance if it should
ultimately be determined that the standard of
conduct has not been met.  In addition, at least
one of the following additional conditions shall be
met:  (i) the person seeking indemnification shall
provide a security in form and amount acceptable
to the Company for his undertaking; (ii) the
Company is insured against losses arising by
reason of the advance; or (iii) a majority of a
quorum of Directors of the Company who are
neither interested persons as defined in Section
2(a) (19) of the Investment Company Act of 1940,
as amended, nor parties to the proceeding
(disinterested non-party directors), or independent
legal counsel, in a written opinion, shall have
determined, based on a review of facts readily
available to the Company at the time the advance
is proposed to be made, that there is reason to
believe that the person seeking indemnification
will ultimately be found to be entitled to
indemnification.

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

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

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

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

	Article 5.3.	Insurance.  The Company
may purchase and maintain insurance on behalf of
any person who is or was a Director, Officer,
employee or agent of the Company or who, while
a Director, Officer, employee or agent of the
Company, is or was serving at the request of the
Company as a Director, Officer, partner, trustee,
employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, against any
liability asserted against and incurred by such
person in any such capacity or arising out of such
persons position; provided that no insurance may
be purchased by the Company on behalf of any
person against any liability to the Company or to
its Stockholders to which he would otherwise be
subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

	Article 5.4.	Checks.  All checks or
demands for money and notes of the Company
shall be signed by such officer or officers or such
other person or persons as the Board of Directors
may from time to time designate.

	Article 5.5	Fiscal Year.  The fiscal
year of the Company shall be determined by
resolution of the Board of Directors.

BYLAW-SIX:		CERTIFICATES OF
STOCK.

	Article 6.1.	Certificates of Stock.  The
interest, except fractional interests, of each
Stockholder of the Company shall be evidenced
by certificates for shares of stock in such form as
the Board of Directors may from time to time
prescribe.  The certificates shall be numbered and
entered in the books of the Company as they are
issued.  They shall exhibit the holders name and
the number of whole shares and no certificate
shall be valid unless it has been signed by the
Chairman of the Board, , if any, or the President
or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an
Assistant Secretary and bears the corporate seal.
Such seal may be a facsimile, engraved or printed.
Where any such certificate is signed by a Transfer
Agent or by a Registrar, the signatures of any
such officer may be facsimile, engraved or
printed.  In case any of the Officers of the
Company whose manual or facsimile signature
appears on any stock certificate delivered to a
Transfer Agent of the Company shall cease to be
such Officer prior to the issuance of such
certificate, the Transfer Agent may nevertheless
countersign and deliver such certificate as though
the person signing the same or whose facsimile
signature appears thereon had not ceased to be
such Officer, unless written instructions of the
Company to the contrary are delivered to the
Transfer Agent.

	Article 6.2.	Lost, Stolen or Destroyed
Certificates.  The Board of Directors, or the
President together with the Treasurer or Chief
Financial Officer or Secretary, may direct a new
certificate to be issued in place of any certificate
theretofore issued by the Company, alleged to
have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen
or destroyed, or by his legal representative.  When
authorizing such issue of a new certificate, the
Board of Directors, or the President and Treasurer
or Chief Financial Officer or Secretary, may, in its
or their discretion and as a condition precedent to
the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such
manner as it or they shall require and/or give the
Company a bond in such sum and with such
surety or sureties as it or they may direct as
indemnity against any claim that may be made
against the Company with respect to the
certificate alleged to have been lost, stolen or
destroyed for such newly issued certificate.

	Article 6.3.	Transfer of Stock.  Shares
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 transferors
signature as the Company or its agents may
reasonably require.  The shares of stock of the
Company may be freely transferred, and the
Board of Directors may, from time to time, adopt
rules and regulations with reference to the method
of transfer of the shares of stock of the Company.

	Article 6.4.	Registered Holder.  The
Company shall be entitled to treat the holder of
record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other
claim to or interest in such share or shares on the
part of any other person whether or not it shall
have express or other notice thereof, except as
expressly provided by statute.

	Article 6.5.	Record Date.  The Board of
Directors may fix a time not less than 10 nor more
than 90 days prior to the date of any meeting of
Stockholders as the time as of which Stockholders
are entitled to notice of, and to vote at, such a
meeting; and all such persons who were holders
of record of voting stock at such time, and no
other, shall be entitled to notice of, and to vote at,
such meeting or to express their consent or
dissent, as the case may be.  If no record date has
been fixed, the record date for the determination
of the Stockholders entitled to notice of, or to vote
at, a meeting of Stockholders shall be the later of
the close of business on the day on which notice
of the meeting is mailed or the thirtieth day before
the meeting, or, if notice is waived by all
Stockholders, at the close of business on the tenth
day immediately preceding the day on which the
meeting is held.

The Board of Directors may also fix a time not
exceeding 90 days preceding the date fixed for the
payment of any dividend or the making of any
distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any
change, conversion or exchange of capital stock,
as a record time for the determination of the
Stockholders entitled to receive any such
dividend, distribution, rights or interests.

	Article 6.6.	Stock Ledgers.  The stock
ledgers of the Company, containing the names
and addresses of the Stockholders and the number
of shares held by them respectively, shall be kept
at the principal offices of the Company or at such
other location as may be authorized by the Board
of Directors from time to time, except that an
original or duplicate stock ledger shall be
maintained at the office of the Companys Transfer
Agent.

	Article 6.7.	Transfer Agents and
Registrars.  The Board of Directors may from
time to time appoint or remove Transfer Agents
and/or Registrars of transfers (if any) of shares of
stock of the Company, and it may appoint the
same person as both Transfer Agent and
Registrar.  Upon any such appointment being
made, all certificates representing shares of capital
stock thereafter issued shall be countersigned by
one of such Transfer Agents or by one of such
Registrars of transfers (if any) or by both and shall
not be valid unless so countersigned.  If the same
person shall be both Transfer Agent and Registrar,
only one countersignature by such person shall be
required.

BYLAW-SEVEN:	SPECIAL PROVISIONS.

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

BYLAW-EIGHT:	AMENDMENTS.

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

Dated:		January 12, 2006

</TEXT>
</DOCUMENT>
