<SEC-DOCUMENT>0000914851-17-000038.txt : 20170125
<SEC-HEADER>0000914851-17-000038.hdr.sgml : 20170125
<ACCEPTANCE-DATETIME>20170125163505
ACCESSION NUMBER:		0000914851-17-000038
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20161130
FILED AS OF DATE:		20170125
DATE AS OF CHANGE:		20170125
EFFECTIVENESS DATE:		20170125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESTERN ASSET INTERMEDIATE MUNI FUND INC.
		CENTRAL INDEX KEY:			0000882300
		IRS NUMBER:				133643581
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06506
		FILM NUMBER:		17546689

	BUSINESS ADDRESS:	
		STREET 1:		620 EIGHTH AVENUE
		STREET 2:		49TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018
		BUSINESS PHONE:		888-777-0102

	MAIL ADDRESS:	
		STREET 1:		620 EIGHTH AVENUE
		STREET 2:		49TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERMEDIATE MUNI FUND INC
		DATE OF NAME CHANGE:	20020219

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19920909

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE QUALITY MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
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087 A020000 958435109
087 A030000 SBI
SIGNATURE   STEVEN FRANK
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>77B.txt
<TEXT>
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Western Asset Intermediate Muni Fund Inc.,

In planning and performing our audit of the Western Asset
Intermediate Muni Fund Inc. (the "Fund"), as of and for the year
ended November 30, 2016, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund's internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Fund's internal control
over financial reporting. Accordingly, we express no such
opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A 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 the 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 combination
of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States).  However, we noted no deficiencies in the
Fund's internal control over financial reporting and its
operation, including controls over safeguarding securities that
we consider to be a material weakness as defined above as of
November 30, 2016.
This report is intended solely for the information and use of
management and the Board of Directors of the Western Asset
Intermediate Muni Fund 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/ KPMG LLP
New York, New York
January 19, 2016
Page 2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>77Q1.txt
<TEXT>
AMENDED AND RESTATED BY-LAWS

OF

WESTERN ASSET INTERMEDIATE MUNI FUND INC.

A Maryland Corporation
ARTICLE I.

STOCKHOLDERS
            Section 1.	Annual Meetings.  The annual meeting of the
stockholders of Western Asset Intermediate Muni Fund Inc. (the
"Corporation") shall be held following the end of the
Corporation's fiscal year as fixed from time to time by the
Board of Directors.  An annual meeting may be held at the time
and at any place within or without of the State of Maryland as
may be determined by the Board of Directors and as shall be
designated in the notice of the meeting.  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 Articles of Incorporation or these
By-Laws.
            Section 2.	Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Articles of
Incorporation, may be held at any place within the United
States, and may be called at any time by the Board of Directors
or by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board
of Directors or at the request in writing of stockholders
entitled to cast at least a majority of the votes entitled to be
cast at the meeting upon payment by such stockholders to the
Corporation of 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
Corporation).
            Section 3.	Notice of Meetings.  (a) Except as provided
in the Articles of Incorporation, 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 placing the notice in the mail at least
10 (ten) days, but not more than 90 (ninety) 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 person 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.
            (b)	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 meeting, the business must be (i) (A)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (B)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly
brought before the meeting by a stockholder in accordance with
the paragraphs below and (ii) a proper subject under applicable
law for stockholder action.  To be properly brought before a
special meeting, the business must be (i) (A) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, or (B) otherwise properly
brought before the meeting by or at the direction of the Board
of Directors and (ii) a proper subject under applicable law for
stockholder action.
            For any stockholder proposal to be presented in
connection with an annual meeting of stockholders of the
Corporation (other than proposals made under Rule 14a-8 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), including any proposal relating to the nomination of a
director to be elected to the Board of Directors of the
Corporation, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation.  To be
timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days
from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior
to such annual meeting and not later than the close of business
on the later of the 60th day prior to such annual meeting or the
tenth day following the day on which public announcement of the
date of such meeting is first made.
            Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for
election or re-election as a director all information relating
to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the  Exchange Act
(including such person's written consent to being named  in the
proxy  statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such stockholder and of the
beneficial owner, if any, on whose behalf the proposal is made;
and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of
stock of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
            Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at any annual or
special meeting except in accordance with the procedures set
forth in this Section 3.  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 Section 3,
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.
            Section 4.	Quorum.  Except as otherwise provided by
statute or by the Corporation's Articles of Incorporation, the
presence in person or by proxy of holders of one-third of the
shares of stock of the Corporation entitled to vote at the
meeting shall constitute a quorum at each meeting of the
stockholders.  In the absence of a quorum, the stockholders
present in person or by proxy, by majority vote and without
notice other than by announcement, may adjourn the meeting from
time-to-time as provided in Section 5 of this Article I until a
quorum shall attend.  The stockholders entitled to vote 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 required 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.  Any meeting of the
stockholders may be adjourned from time-to-time, without notice
other than by announcement at the meeting at which the
adjournment is taken.  At any adjourned meeting at which a
quorum shall be present any action may be taken that could have
been taken at the meeting originally called.  A meeting of the
stockholders may not be adjourned to a date more than 120 (one
hundred twenty) days after the original record date.
            Section 6.	Organization.  At every meeting of the
stockholders, the Chairman of the Board, or in his absence or
inability to act, the President, or in his absence or inability
to act, a Vice President, or in the absence or inability to act
of the Chairman of the Board, the President and all the Vice
Presidents, 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.
            Section 7.	Order of Business.  The order of business at
all meetings of the stockholders shall be as determined by the
chairman of the meeting.
            Section 8.	Voting.  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 vote for every full
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 I and proportionate, fractional votes for
fractional shares held.
            Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons 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.  No proxy shall be valid after the expiration of eleven
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.	Fixing of 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 90 (ninety) nor fewer than 10 (ten) 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 may, in
advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting or at an adjournment of the
meeting.  If the inspectors shall not be so appointed or if any
of them shall fail to appear or act, the chairman of the meeting
may appoint inspectors.  Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at the meeting with
strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding
and the voting power of each share, the number of shares
represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do
those acts as are proper to conduct the election or vote with
fairness to all stockholders.  On request of the chairman of the
meeting or any stockholder entitled to vote at the meeting, the
inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a
certificate of any fact found by them.  No director or candidate
for the office of director shall act as inspector of an election
of directors.  Inspectors need not be stockholders of the
Corporation.
            Section 11.	Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Corporation's
Articles of Incorporation, 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 a unanimous written consent that
sets forth the action and is signed by each stockholder entitled
to vote on the matter is filed with the records of the meeting.
ARTICLE II.

BOARD OF DIRECTORS
            Section 1.	General Powers.  Except as otherwise
provided in the Corporation's 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
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 Corporation's Articles of
Incorporation or by these By-Laws.
            Section 2.	Number of Directors.  The number of
directors and directorships to be filled by vote of the holders
of particular classes of stock, if applicable, to the exclusion
of other classes of stock, shall be fixed from time-to-time by
resolution of the Board of Directors adopted by a majority of
the Directors then in office.  Any vacancy created by an
increase in Directors may be filled in accordance with Section 6
of this Article II.  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 Section 5 of this Article II 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.	Election and Term of Directors.  The term of
the office of each director shall be from the time of his
election and qualification until his successor shall have been
elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed as provided in these
by-laws, or as otherwise provided by statute or the
Corporation's Articles of Incorporation.
            Beginning with the first annual meeting of
stockholders of the Corporation (the "initial annual meeting"),
the directors shall be divided into three classes, designated
Class I, Class II and Class III.  Each class shall consist, as
nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors.  At the
initial annual meeting of stockholders, Class I directors shall
be elected for a one-year term, Class II directors for a two-
year term and Class III directors for a three-year term.  At
each annual meeting of stockholders beginning with the annual
meeting of stockholders next succeeding the initial annual
meeting, successors to the class of directors whose term expires
at that annual meeting shall be elected for 1 three-year term.
A director elected by the stockholders shall hold office until
the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement,
disqualification or removal from office.
            Section 4.	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 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.
            Section 5.	Removal of Directors.  Any director of the
Corporation may be removed by the stockholders only for cause,
and not without cause, and only by action of stockholders taken
by the holders of at least 75% of the shares of the class of
capital stock then entitled to vote for such director in the
election of directors.
            Section 6.	Vacancies.  Subject to the provisions of the
Investment Company Act of 1940, as amended, and the
Corporation's Articles of Incorporation, any vacancies in the
Board of Directors, whether arising from death, resignation,
removal or any other cause except an increase in the number of
directors, shall be filled by a vote of the majority of the
remaining directors even though that majority is less than a
quorum.  Except as otherwise provided in the Corporation's
Articles of Incorporation, a majority of the entire Board may
fill a vacancy which results from an increase in the number of
directors.  Any director appointed by the Board of Directors to
fill a vacancy shall hold office until the next annual meeting
of stockholders or until a successor has been chosen and
qualified or until his earlier resignation or removal.
            Section 7.	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 8.	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 9.	Special Meetings.  Special meetings of the
Board of Directors may be called by two or more directors of the
Corporation or by the Chairman of the Board or the President.
            Section 10.	Notice of Special Meeting.  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 or by telephone or other standard
form of telecommunication, at least 3 (three) 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 3 (three) days
before the day on which the meeting is to be held.
            Section 11.	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 12.	Quorum and Voting.  One-third (but not fewer
than 2 (two)) of the members of the entire Board of Directors
shall be present in person at any meeting of the Board in order
to constitute a quorum for the transaction of business at the
meeting, and except as otherwise expressly required by statute,
the Corporation's Articles of Incorporation, these By-Laws, the
Investment Company Act of 1940, as amended, 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.
            Section 13.	Organization.  The Board of Directors may
designate a Chairman of the Board, who shall preside at each
meeting of the Board and who shall have such other duties as the
Board of Directors may prescribe.  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 thereof.
            Section 14.	Committees.  The Board of Directors may
designate one or more committees of the Board of Directors, each
consisting of one or more directors.  To the extent provided in
the resolution designating a committee, 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 and may authorize the
seal of the Corporation to be affixed to all papers that may
require it.  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 report the same 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 15.	Written Consent of Directors in Lieu of a
Meeting.  Subject to the provisions of the Investment Company
Act of 1940, as amended, 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 16.	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 17.	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 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.
            Section 18.	Director Nominations.  (a) Only persons who
are nominated in accordance with the procedures set forth in
this Section 18 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 Corporation may be made at a
meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation 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
Section 18.
            (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
Corporation.  To be timely, any such notice by a stockholder
must be delivered to or mailed and received at the principal
executive offices of the Corporation 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 of the capital stock of the Corporation
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 Regulation 14A under the Securities
Exchange Act of 1934 or any successor regulation thereto
(including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving
as a Director if elected and whether any person intends to seek
reimbursement from the Corporation of the expenses of any
solicitation of proxies should such person be elected a Director
of the Corporation); and (ii) as to the stockholder giving the
notice (A) the name and address, as they appear on the
Corporation's books, of such stockholder and (B) the class and
number of shares of the capital stock of the Corporation 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 Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to
the nominee.
            (d)	If a notice by a stockholder is required to be
given pursuant to this Section 18, no person shall be entitled
to receive reimbursement from the Corporation 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 Corporation.  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 By-Laws, and,
if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded for all
purposes.
ARTICLE III.

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 or
more Vice Presidents and may also appoint any other officers,
agents and employees it deems necessary or proper.  Any two or
more offices may be held by the same person, except the offices
of President and Vice President, but no officer shall execute,
acknowledge or verify in more than one capacity any instrument
required by law to be executed, acknowledged or verified by more
than one officer.  Each officer shall be elected by the Board of
Directors in accordance with the provisions of the Maryland
General Corporation Law and shall serve until his successor
shall have been duly elected and shall have qualified, or until
his death, or until he shall have resigned or have been removed,
as provided in these By-Laws.  The Board of Directors may from
time to time elect, or delegate to the President the power to
appoint, such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries) and 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 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 at the same time specified therein or, if the time
when it shall become effective is not specified therein,
immediately upon its receipt.  Acceptance of a resignation shall
not be necessary to make it effective unless the resignation
states otherwise.
            Section 3.	Removal of Officer, Agent or Employee.  Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors with or without cause at any time, and
the Board may delegate the power of removal as to agents and
employees 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,
agent or employee 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 By-Laws
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 of
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, if also a director, 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 may delegate these powers.
            Section 8.	Vice President.  Each Vice President shall
have the powers and perform the duties that the Board of
Directors, the Chairman of the Board 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 shall have 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 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 shall perform all duties incident
to the office of Treasurer and such other duties as may from
time to time be assigned to him by the Board of Directors or the
President.  The Treasurer shall be the chief financial officer
of the Corporation.
            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 By-Laws 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 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 IV.

STOCK
            Section 1.	Stock Certificates.  The Board of Directors
may determine to issue certificated or uncertificated shares of
capital stock and other securities of the Corporation.  The
certificates representing shares of stock shall be signed by or
in the name of the Corporation by the President or a Vice
President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of
the Corporation.  Any or all of the signatures or the seal on
the certificate may be facsimiles.  In case any officer,
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such
certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or
registrar were still in office at the date of issue.
            Section 2.	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 thereof, 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 3.	Regulations.  The Board of Directors may
make any additional rules and regulations, not inconsistent with
these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of
the Corporation.  It 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 4.	Stolen, Lost, Destroyed or Mutilated
Certificates.  The holder of any certificate representing shares
of stock of the Corporation shall immediately notify the
Corporation of its theft, 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 stolen, lost or destroyed or that shall have been
mutilated.  The Board may, in its discretion, require the owner
(or his legal representative) of a stolen, 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 theft, 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 5.	Fixing of Record Date for Dividends,
Distributions, etc.  The Board may fix, in advance, a date not
more than 90 (ninety) 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.
            Section 6.	Information to Stockholders and Others.  Any
stockholder of the Corporation or his agent may inspect and copy
during the Corporation's usual business hours the Corporation's
By-Laws, minutes of the proceedings of its stockholders, annual
statements of its affairs and voting trust agreements on file at
its principal office.
ARTICLE V.

INDEMNIFICATION 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 Maryland
General Corporation Law, the Securities Act of 1933 and the
Investment Corporation Act of 1940, as such 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 V shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in the
manner and to the full extent permissible under the Maryland
General Corporation Law, the Securities Act of 1933 and the
Investment Corporation Act of 1940, as such 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 is ultimately determined that he is not entitled to
indemnification, and provided further that at least one of the
following additional conditions is met:  (1) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (2) the
Corporation is insured against losses arising by reason of the
advance; or (3) 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 Corporation Act of 1940, as
amended, 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 Maryland General Corporation Law, the Securities Act of
1933 and the Investment Corporation Act of 1940, as such
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:  (1) 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 (2) 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.
            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 Investment Corporation Act of 1940, the Securities Act
of 1933 and the Maryland General Corporation Law, as such
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.	Other Rights.  The indemnification provided
by this Article V shall not be deemed exclusive of any other
right, in respect of 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 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 in any such capacity, or arising out of his
status as such, provided that no insurance may be obtained by
the Corporation for liabilities against which it would not have
the power to indemnify him under this Article V or applicable
law.
            Section 7.	Constituent, Resulting or Surviving
Corporations.  For the purposes of this Article V, references to
the "Corporation" shall include all constituent corporations
absorbed in a consolidation or merger as well the resulting or
surviving corporation so that any person who is or was a
director, officer, employee or agent of a constituent
corporation or is or was serving at the request of a constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under this Article V
with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in
the same capacity.
ARTICLE VI.

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 signature of the authorized
officer of the Corporation.
ARTICLE VII.

FISCAL YEAR
            The Corporation's fiscal year shall be fixed by the
Board of Directors.
ARTICLE VIII.

AMENDMENTS
            These By-Laws may be amended or repealed by the
affirmative vote of a majority of the entire Board of Directors
at any regular or special meeting of the Board of Directors,
subject to the requirements of the Investment Corporation Act of
1942, as amended.
As adopted:  February 2009

As amended:  August 11, 2016


4829-7561-3495.5
19
4829-7561-3495.5

4829-7561-3495.5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>4
<FILENAME>77Q2.txt
<TEXT>


SUB-ITEM 77Q2




Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Section 30(h) of the 1940
Act in combination require the Fund's Directors, certain officers,
and persons who own more than 10% of the Fund's common stock,
as well as LMPFA and certain of its affiliated persons, to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the New York
Stock Exchange, Inc. ("NYSE"). Such persons and entities are
required by SEC regulations to furnish the Fund with copies
of all such filings. Based solely on its review of the copies of
such forms received by it, or written representations from
certain reporting persons, the Fund believes that, during the
fiscal year ended November 30, 2016, all such filing requirements
were met with respect to shares of beneficial interest on Form 3
for John D. Kenney, Thomas Merchant and Jennifer Murphy, which
were filed late due to an administrative oversight.

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