-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PpZAnUqFsjGWK6KJYMu5UJNw6q6b7d1rYns7uR8jJ6AqHjBuGMFCUOqqvCKkygiQ
 eeZURRPAvO3nJ8Z0Ghd+FA==

<SEC-DOCUMENT>0000950123-08-014578.txt : 20081106
<SEC-HEADER>0000950123-08-014578.hdr.sgml : 20081106
<ACCEPTANCE-DATETIME>20081106151138
ACCESSION NUMBER:		0000950123-08-014578
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20081106
DATE AS OF CHANGE:		20081106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTRAL EUROPE & RUSSIA FUND, INC.
		CENTRAL INDEX KEY:			0000860489
		IRS NUMBER:				133556099
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS AMI
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06041
		FILM NUMBER:		081166854

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTRAL EUROPE & RUSSIA FUND INC
		DATE OF NAME CHANGE:	20030723

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTRAL EUROPEAN EQUITY FUND INC /MD/
		DATE OF NAME CHANGE:	19970429

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FUTURE GERMANY FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>y72444posami.htm
<DESCRIPTION>AMENDMENT #24 TO FORM N-2
<TEXT>
<HTML>
<HEAD>
<TITLE>POS AMI</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(As filed with the Securities and Exchange Commission on November&nbsp;6, 2008)</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">INVESTMENT COMPANY ACT FILE NO. 811-6041
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>U.S. SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM N-2</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#111;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Amendment No.&nbsp;24</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#254;</FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>THE CENTRAL EUROPE AND RUSSIA FUND, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in its Charter)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>345 Park Avenue, New York, New York 10154</B><BR>
(Address of Principal Executive Offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s Telephone Number, including Area Code: <B>(212)&nbsp;454-7190</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>David Goldman<BR>
The Central Europe and Russia Fund, Inc.<BR>
c/o Deutsche Asset Management<BR>
345 Park Avenue<BR>
New York, NY 10154</B><BR>
(Name and Address of Agent for Service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If any securities being registered on this form will be offered on a delayed or continuous basis in
reliance on Rule&nbsp;415 under the Securities Act of 1933, other than securities offered in connection
with a dividend reinvestment plan, check the following box. <FONT face="Wingdings">&#111;</FONT>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">It is proposed that this filing will become effective:<BR>
<FONT face="Wingdings">&#111;</FONT> when declared effective pursuant to Section&nbsp;8(c).

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following boxes should only be included and completed if the registrant is a registered
closed-end management investment company or business development company which makes periodic
repurchase offers under Rule&nbsp;23c-3 under the Investment Company Act and is making this filing in
accordance with Rule&nbsp;486 under the Securities Act:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT> immediately upon filing pursuant to paragraph (b).<BR>
<FONT face="Wingdings">&#111;</FONT> on (date)&nbsp;pursuant to paragraph (b).<BR>
<FONT face="Wingdings">&#111;</FONT> 60&nbsp;days after filing pursuant to paragraph (a).<BR>
<FONT face="Wingdings">&#111;</FONT> on (date)&nbsp;pursuant to paragraph (a).

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If appropriate, check the following box:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><FONT face="Wingdings">&#111;</FONT> This &#091;post-effective&#093; amendment designates a new effective date for a previously filed
&#091;post-effective amendment&#093; &#091;registration statement&#093;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt"><FONT face="Wingdings">&#111;</FONT> This Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act and the Securities Act registration statement number of the earlier
effective registration statement for the same offering is <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>.
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>






<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">PART C</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;25. Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="y72444exv99w2wb.htm">EX-99.2.B: AMENDED AND RESTATED BYLAWS</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>






<!-- link1 "PART C" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART C</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>OTHER INFORMATION</B>

</DIV>
<!-- link2 "Item&nbsp;25. Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;25. Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amended and restated Bylaws of the Registrant, as of October&nbsp;31, 2008, reflecting an amendment
to the first sentence of Section&nbsp;7, Article&nbsp;II, providing for a majority vote to elect directors to
the Board of Directors of the Registrant. The amended and restated Bylaws of the Registrant are
being filed herewith as Exhibit (2)(b).
</DIV>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New&nbsp;York, and the state of New&nbsp;York, on the 6th day of November, 2008.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><U><B>The Central Europe and Russia Fund, Inc.</B></U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(Registrant)</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">&nbsp;&nbsp;/s/ David Goldman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">David Goldman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEX TO EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of the Registrant</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.B
<SEQUENCE>2
<FILENAME>y72444exv99w2wb.htm
<DESCRIPTION>EX-99.2.B: AMENDED AND RESTATED BYLAWS
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-99.2.B</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit (2)&nbsp;(b)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Central Europe &#038; Russia Fund, Inc.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">(a Maryland corporation)

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Bylaws</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">(Amended and Restated as of October&nbsp;31, 2008)

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE I

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Offices</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Principal Office</U>. The principal office of The Central Europe &#038; Russia
Fund, Inc. (the &#147;Corporation&#148;) shall be located at such place or places as the Board of Directors
may designate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Additional Offices</U>. The Corporation may have additional offices at such
places as the Board of Directors may from time to time determine or the business of the Corporation
may require.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE II

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Stockholders</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Place of Meetings</U>. All meetings of the stockholders of the Corporation
shall be held at the principal office of the Corporation or at such other place as may from time to
time be set by the Board of Directors and stated in the notice of meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Annual Meetings</U>. An annual meeting of the stockholders for the election of
directors and transaction of any business within the powers of the Corporation shall be held on a
date and time set by the Board of Directors each year and stated in the notice of the meeting.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Special Meetings</U>. (a) <U>General</U>. The President, Chief Executive
Officer or Board of Directors may call a special meeting of the stockholders. Subject to
subsection (b)&nbsp;of this Section&nbsp;3, a special meeting of stockholders shall also be called by the
Secretary of the Corporation upon the written request of the stockholders entitled to cast not less
than a majority of all the votes entitled to be cast at such meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Stockholder Requested Special Meetings</U>. (1)&nbsp;Any stockholder of record seeking to
have stockholders request a special meeting shall, by sending written notice to the Secretary (the
&#147;Record Date Request Notice&#148;) by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to request a special meeting
(the &#147;Request Record Date&#148;). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders
of record as of the date of signature (or their duly authorized agents), shall bear the date of
signature of each such stockholder (or other agent) and shall set forth all information relating to
each such stockholder that must be disclosed in solicitations of proxies for election of directors
in an election contest (even if an election contest is not involved), or is otherwise required, in
each case pursuant to Regulation&nbsp;14A under the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), and Rule&nbsp;14a-11 thereunder or pursuant to the Investment Company Act of 1940, as
amended (the &#147;Investment Company Act&#148;), and the rules thereunder. Upon receiving the Record Date
Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date
shall not precede and shall not be more than ten days after the close of business on the date on
which the resolution
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-2-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">fixing the Request Record Date is adopted by the Board of Directors. If the Board of
Directors, within ten days after the date on which a valid Record Date Request Notice is received,
fails to adopt a resolution fixing the Request Record Date and make a public announcement of such
Request Record Date, the Request Record Date shall be the close of business on the tenth day after
the first date on which the Record Date Request Notice is received by the Secretary.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;In order for any stockholder to request a special meeting, one or more written requests
for a special meeting signed by stockholders of record (or their duly authorized agents) as of the
Request Record Date entitled to cast not less than a majority (the &#147;Special Meeting Percentage&#148;) of
all of the votes entitled to be cast at such meeting (the &#147;Special Meeting Request&#148;) shall be
delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose
of the meeting and the matters proposed to be acted on at it (which shall be limited to the matters
set forth in the Record Date Request Notice received by the Secretary), shall bear the date of
signature of each such stockholder (or other agent) signing the Special Meeting Request, shall set
forth the name and address, as they appear in the Corporation&#146;s books, of each stockholder signing
such request (or on whose behalf the Special Meeting Request is signed) and the class and number of
shares of stock of the Corporation which are owned of record and beneficially by each such
stockholder, shall be sent to the Secretary by registered mail, return receipt requested, and shall
be received by the Secretary within 60&nbsp;days after the Request Record Date. Any requesting
stockholder may revoke his, her or its request for a special meeting at any time by written
revocation delivered to the Secretary.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-3-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;The Secretary shall inform the requesting stockholders of the reasonably estimated cost of
preparing and mailing the notice of meeting (including the Corporation&#146;s proxy materials). The
Secretary shall not be required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)&nbsp;of this Section
3(b), the Secretary receives payment of such reasonably estimated cost prior to the mailing of any
notice of the meeting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Except as provided in the next sentence, any special meeting shall be held at such place,
date and time as may be designated by the President, Chief Executive Officer or Board of Directors,
whoever has called the meeting. In the case of any special meeting called by the Secretary upon
the request of stockholders (a &#147;Stockholder Requested Meeting&#148;), such meeting shall be held at such
place, date and time as may be designated by the Board of Directors; <U>provided</U>, however,
that the date of any Stockholder Requested Meeting shall be not more than 90&nbsp;days after the record
date for such meeting (the &#147;Meeting Record Date&#148;); and <U>provided</U> <U>further</U> that if the
Board of Directors fails to designate, within ten days after the date that a valid Special Meeting
Request is actually received by the Secretary (the &#147;Delivery Date&#148;), a date and time for a
Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th
day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on
the first preceding Business Day; and <U>provided</U> <U>further</U> that in the event that the
Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days
after the Delivery Date, then such meeting shall be held at the principal executive offices of the
Corporation. In fixing a date for any special meeting, the President, Chief Executive Officer or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-4-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Board of Directors may consider such factors as he, she or it deems relevant within the good
faith exercise of business judgment, including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request for meeting and any plan of the
Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder
Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date
within 30&nbsp;days after the Delivery Date, then the close of business on the 30th day after the
Delivery Date shall be the Meeting Record Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;If at any time as a result of written revocations of requests for the special meeting,
stockholders of record (or their duly authorized agents) as of the Request Record Date entitled to
cast less than the Special Meeting Percentage shall have delivered and not revoked requests for a
special meeting, the Secretary may refrain from mailing the notice of the meeting or, if the notice
of the meeting has been mailed, the Secretary may revoke the notice of the meeting at any time
before ten days before the meeting if the Secretary has first sent to all other requesting
stockholders written notice of such revocation and of intention to revoke the notice of the
meeting. Any request for a special meeting received after a revocation by the Secretary of a
notice of a meeting shall be considered a request for a new special meeting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;The Chairman of the Board of Directors, the President or the Board of Directors may
appoint regionally or nationally recognized independent inspectors of elections to act as the agent
of the Corporation for the purpose of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the Secretary. For the purpose of permitting the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-5-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">inspectors to perform such review, no such purported request shall be deemed to have been
delivered to the Secretary until the earlier of (i)&nbsp;five Business Days after receipt by the
Secretary of such purported request and (ii)&nbsp;such date as the independent inspectors certify to the
Corporation that the valid requests received by the Secretary represent at least a majority of the
issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing
contained in this paragraph (6)&nbsp;shall in any way be construed to suggest or imply that the
Corporation or any stockholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other action (including,
without limitation, the commencement, prosecution or defense of any litigation with respect
thereto, and the seeking of injunctive relief in such litigation).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;For purposes of these Bylaws, &#147;Business Day&#148; shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of New York are authorized or obligated
by law or executive order to close.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Notice of Meetings of Stockholders</U>. Not less than ten nor more than 90
days before each meeting of stockholders, the Secretary shall give to each stockholder entitled to
vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the
meeting written or printed notice stating the time and place of the meeting and, in the case of a
special meeting or as otherwise may be required by any statute, the purpose for which the meeting
is called, either by mail, presenting it to the stockholder personally, leaving it at the
stockholder&#146;s residence or usual place of business or transmitting the notice to the stockholder in
any other manner authorized by law. If mailed, notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at the stockholder&#146;s
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-6-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">post office address as it appears upon the books of the Corporation. A meeting of
stockholders convened on the date for which it was called may be adjourned from time to time and
place to place without further notice to a date not more than 120&nbsp;days after the original record
date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Scope of Notice</U>. Any business of the Corporation may be transacted at an
annual meeting of stockholders without being specifically designated in the notice, except such
business as is required by any statute to be stated in such notice. No business shall be
transacted at a special meeting of stockholders except as specifically designated in the notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Quorum</U>. At any meeting of stockholders, the presence in person or by proxy
of stockholders entitled to cast one-third of all the votes entitled to be cast at such meeting
shall constitute a quorum; but this section shall not affect any requirement under any statute or
the charter of the Corporation for the vote necessary for the adoption of any measure. If,
however, such quorum shall not be present at any meeting of the stockholders, the chairman of the
meeting, in accordance with Section&nbsp;12 of this Article&nbsp;II of these Bylaws, shall have the power to
adjourn the meeting from time to time to a date not more than 120&nbsp;days after the original record
date without notice other than announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been transacted at the
meeting as originally notified.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Voting</U>. A nominee for director shall be elected as a director only if such
nominee receives the affirmative vote of a majority of the total number of votes entitled to be
cast thereon at a meeting of stockholders duly called and at which a quorum is present. Each share
may be voted for as many individuals as there are
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-7-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">directors to be elected and for whose election the share is entitled to be voted. A majority
of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall
be sufficient to approve any other matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by the charter of the Corporation.
Unless otherwise provided in the charter, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Proxies</U>. A stockholder may cast the votes entitled to be cast by the
shares of the stock owned of record by him, her or it either in person or by proxy executed by the
stockholder or the stockholder&#146;s duly authorized agent in any manner authorized by law. Such proxy
shall be filed with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution, unless otherwise provided
in the proxy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. <U>Voting of Stock by Certain Holders</U>. Stock of the Corporation registered in
the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be
voted by the President or a Vice President, a general partner or trustee thereof, as the case may
be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been
appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership presents a certified copy
of such bylaw, resolution or agreement, in which case such person may vote such stock. Any
Director or other fiduciary may vote stock registered in his or her name as such fiduciary, either
in person or by proxy.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-8-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at
any meeting and shall not be counted in determining the total number of outstanding shares entitled
to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case
they may be voted and shall be counted in determining the total number of outstanding shares at any
given time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors may adopt by resolution a procedure by which a stockholder may certify
in writing to the Corporation that any shares of stock registered in the name of the stockholder
are held for the account of a specified person other than the stockholder. The resolution shall
set forth the class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be contained in it; if
the certification is with respect to a record date or closing of the stock transfer books, the time
after the record date or closing of the stock transfer books within which the certification must be
received by the Corporation; and any other provisions with respect to the procedure which the Board
of Directors considers necessary or desirable. On receipt of such certification, the person
specified in the certification shall be regarded as, for the purposes set forth in the
certification, the stockholder of record of the specified stock in place of the stockholder who
makes the certification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. <U>Inspectors</U>. At any meeting of stockholders, the chairman of the meeting
may appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting based upon their determination of the
validity and effect of proxies, count all votes, report the results and perform such other acts as
are proper to conduct the election and voting with impartiality and fairness to all the
stockholders.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-9-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each report of an inspector shall be in writing and signed by the inspector or by a majority
of them if there is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented at the meeting and the results of the
voting shall be <U>prima</U> <U>facie</U> evidence thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. <U>Presiding Officer &#151; Stockholders Meetings</U>. At every meeting of
stockholders, the Chairman of the Board, if there be one, shall conduct the meeting or, in the case
of vacancy in office or absence of the Chairman of the Board, one of the following directors or
officers present shall conduct the meeting in the order stated: the Vice Chairman of the Board, if
there be one, the Chief Executive Officer, the President, the Vice Presidents in their order of
rank and seniority, or a chairman chosen by the stockholders entitled to cast a majority of the
votes which all stockholders present in person or by proxy are entitled to cast, shall act as
chairman, and the Secretary, or, in his or her absence, an Assistant Secretary, or in the absence
of both the Secretary and Assistant Secretaries, a person appointed by the chairman shall act as
secretary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. <U>Conduct of Stockholders Meetings</U>. The order of business and all other
matters of procedure at any meeting of stockholders shall be determined by the chairman of the
meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take
such action as, in the discretion of such chairman, are appropriate for the proper conduct of the
meeting, including, without limitation, (a)&nbsp;restricting admission to the time set for the
commencement of the meeting; (b)&nbsp;limiting attendance at the meeting to stockholders of record of
the Corporation, their
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-10-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">duly authorized proxies or other such persons as the chairman of the meeting may determine;
(c)&nbsp;limiting participation at the meeting on any matter to stockholders of record of the
Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as
the chairman of the meeting may determine; (d)&nbsp;limiting the time allotted to questions or comments
by participants; (e)&nbsp;maintaining order and security at the meeting; and (f)&nbsp;recessing or adjourning
the meeting to a later date and time and a place announced at the meeting. Unless otherwise
determined by the chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13. <U>Advance Notice of Stockholder Nominees for Director and Other Stockholder
Proposals</U>. (a) <U>Annual Meetings of Stockholders</U>.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(1)&nbsp;Nominations of persons for election to the Board of Directors and the proposal of
business to be considered by the stockholders may be made at an annual meeting of stockholders (i)
pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of
Directors or (iii)&nbsp;by any stockholder of the Corporation who was a stockholder of record both at
the time of giving of notice provided for in this Section 13(a) and at the time of the annual
meeting, who is entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section&nbsp;13(a).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii)&nbsp;of paragraph (a)(1) of this Section&nbsp;13, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the
Corporation not less
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-11-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">than 90&nbsp;days nor more than 120&nbsp;days prior to the first anniversary of the date of mailing of
the notice for the preceding year&#146;s annual meeting; <U>provided</U>, <U>however</U>, that in the
event that the date of mailing of the notice for the annual meeting is advanced or delayed by more
than 30&nbsp;days from the first anniversary of the date of mailing of the notice for the preceding
year&#146;s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than
the 120th day prior to the date of mailing of the notice for such annual meeting and not later than
the close of business on the later of the 90th day prior to the date of mailing of the notice for
such annual meeting or the tenth day following the day on which disclosure of the date of mailing
of the notice for such meeting is first made. In no event shall the public announcement of a
postponement or adjournment of an annual meeting commence a new time period for the giving of a
stockholder&#146;s notice as described above. Such stockholder&#146;s notice shall set forth (i)&nbsp;as to each
person whom the stockholder proposes to nominate for election or reelection as a director, (A)&nbsp;the
name, age, business address and residence address of such person, (B)&nbsp;the class and number of
shares of stock of the Corporation that are beneficially owned by such person, (C)&nbsp;all other
information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors in an election contest (even if an election contest is not involved), or
is otherwise required, in each case pursuant to Regulation&nbsp;14A (or any successor provision) under
the Exchange Act or pursuant to the Investment Company Act and the rules thereunder (including such
person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a
director if elected), and (D)&nbsp;a statement specifying which of clauses (1)-(7) of the definition of
&#147;Relevant Experience and Country Knowledge&#148; in Article&nbsp;III, Section&nbsp;3 of the Bylaws the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-12-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">person being nominated satisfies, information relating to such person sufficient to support a
determination that the person satisfies the specified clause or clauses of the definition and a
representation that the person does not have a &#147;Conflict of Interest&#148; as defined in Article&nbsp;III,
Section&nbsp;3 of the Bylaws; (ii)&nbsp;as to any other business that the stockholder proposes to bring
before the meeting, a description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in such business of
such stockholder (including any anticipated benefit to the stockholder therefrom) and of each
beneficial owner, if any, on whose behalf the proposal is made; and (iii)&nbsp;as to the stockholder
giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x)&nbsp;the name and address of such stockholder, as they appear on the Corporation&#146;s stock
ledgers and a current name and address, if different, and of such beneficial owner, and (y)&nbsp;the
class and number of shares of each class of stock of the Corporation which are owned beneficially
and of record by such stockholder and owned beneficially by such beneficial owner.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Notwithstanding anything in this subsection (a)&nbsp;of this Section&nbsp;13 to the contrary, in the
event the Board of Directors increases or decreases the maximum or minimum number of directors in
accordance with Article&nbsp;III, Section&nbsp;2 of these Bylaws, and there is no public announcement of such
action at least 100&nbsp;days prior to the first anniversary of the date of mailing of the preceding
year&#146;s annual meeting, a stockholder&#146;s notice required by this Section 13(a) shall also be
considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive offices of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-13-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Corporation not later than the close of business on the tenth day following the day on
which such public announcement is first made by the Corporation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Special Meetings of Stockholders</U>. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting pursuant to the
Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be elected (i)&nbsp;pursuant to
the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors shall be elected at such special
meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of
giving of notice provided for in this Section&nbsp;13 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set forth in this
Section&nbsp;13. In the event the Corporation calls a special meeting of stockholders for the purpose
of electing one or more directors to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be) for election as a director as specified in the Corporation&#146;s
notice of meeting, if the stockholder&#146;s notice required by paragraph (a)(2) of this Section&nbsp;13
shall be delivered to the Secretary at the principal executive offices of the Corporation not
earlier than the 120th day prior to such special meeting and not later than the close of business
on the later of the 90th day prior to such special meeting or the tenth day following the day on
which public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In no event shall the public
announcement of a postponement or adjournment of a
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-14-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">special meeting commence a new time period for the giving of a stockholder&#146;s notice as
described above.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>General</U>. (1)&nbsp;Only such persons who are nominated in accordance with the
procedures set forth in this Section&nbsp;13 and Article&nbsp;III, Section&nbsp;3 of these Bylaws shall be
eligible to serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with the procedures set
forth in this Section&nbsp;13. The chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in this Section&nbsp;13 and,
if any proposed nomination or business is not in compliance with this Section&nbsp;13, to declare that
such defective nomination or proposal be disregarded.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;For purposes of this Section&nbsp;13, (a)&nbsp;the &#147;date of mailing of the notice&#148; shall mean the
date of the proxy statement for the solicitation of proxies for election of directors and (b)
&#147;public announcement&#148; shall mean disclosure (i)&nbsp;in a press release reported by the Dow Jones News
Service, Associated Press or comparable news service or (ii)&nbsp;in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the
Investment Company Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Notwithstanding the foregoing provisions of this Section&nbsp;13, a stockholder shall also
comply with all applicable requirements of state law and of the Exchange Act and the Investment
Company Act and the rules and regulations thereunder with respect to the matters set forth in this
Section&nbsp;13. Nothing in this Section&nbsp;13 shall be deemed to affect any right of stockholders to
request inclusion of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-15-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">proposals in, nor the right of the Corporation to omit a proposal from, the Corporation&#146;s
proxy statement pursuant to Rule&nbsp;14a-8 (or any successor provision) under the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14. <U>Voting by Ballot</U>. Voting on any question or in any election may be
<U>viva</U> <U>voce</U> unless the chairman of the meeting shall order or any stockholder shall
demand that voting be by ballot.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE III

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Board of Directors</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>General Powers</U>. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Number and Tenure</U>. The number of Directors shall be not less than the
minimum number required from time to time by the Maryland General Corporation Law. Subject to the
minimum number of directors described in the immediately preceding sentence, the number of
directors of the Corporation shall be fixed only by a vote of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Qualifications</U>. Directors need not be stockholders. Each Director shall
hold office until the earlier of: (a)&nbsp;the expiration of his term and his or her successor shall
have been elected and qualifies, (b)&nbsp;his or her death, (c)&nbsp;his or her resignation, or (d)&nbsp;his or
her removal. To be eligible for nomination as a director a person must, at the time of such
person&#146;s nomination, (a)&nbsp;have Relevant Experience and Country Knowledge (as defined below), (b)&nbsp;not
have any Conflict of Interest (as defined below) and (c)&nbsp;not be over 72&nbsp;years of age; provided that
clause (c)&nbsp;shall not apply to any person who was a Director on October&nbsp;15, 1999 or to any person
whom the Nominating Committee (or in the absence of such a Committee, the Board of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-16-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Directors) determines to except from that clause on the basis that the person&#146;s prior public
or government service or other broad-based activities in the business community make it essential
that the Corporation continue to receive the benefit of the person&#146;s services as a Director. The
determination described in the previous sentence shall be made on or before the time of nomination.
Whether a proposed nominee satisfies the foregoing qualifications shall be determined by the
Nominating Committee or, in the absence of such a Committee, by the Board of Directors, each in its
sole discretion.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the following definitions of Relevant Experience and Country Knowledge and
Conflict of Interest, the term &#147;Specified Country&#148; means any one or more of the following
countries: Czech Republic, Hungary, Germany, Poland or Russia.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Relevant Experience and Country Knowledge&#148; means experience in business, investment, economic
or political matters of a Specified Country or the United States, through service for 10 of the
past 20&nbsp;years (except where a shorter period is noted) in one or more of the following principal
occupations:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>senior executive officer or partner of a financial or industrial business
headquartered in a Specified Country and that has annual revenues of at least the
equivalent of US $500&nbsp;million,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>senior executive officer or partner of a financial or industrial business
headquartered in the United States that has annual revenues of at least the equivalent
of US $500&nbsp;million and whose management responsibilities include supervision of
business operations in a Specified Country or other European country,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>director (or the equivalent) for 5 of the past 10&nbsp;years of one or more
investment businesses or vehicles (including this Corporation) a principal focus of
which is investment in one or more Specified Countries and that have at least the
equivalent of US $250&nbsp;million in combined total assets of their own,</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->-17-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>senior executive officer or partner of an investment management business
having at least the equivalent of US $500&nbsp;million in securities of companies in one or
more Specified Counties or securities principally traded in one or more Specified
Countries under discretionary management for others,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>senior executive officer or partner of a business consulting, accounting or
law firm having at least 100 professionals and whose principal responsibility involves
or involved providing services involving matters relating to a Specified Country or
other European country for financial or industrial businesses, investment businesses
or vehicles or investment management businesses as described in (1) &#151; (4)&nbsp;above,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>senior official (including ambassador or minister) (i)&nbsp;in the national
government, a government agency or the central bank of a Specified Country or the
United States, (ii)&nbsp;in a major supranational agency or organization of which a
Specified Country or the United States is a member, or (iii)&nbsp;in a leading
international trade organization relating to a Specified Country or the United States,
in each case in the area of finance, economics, trade or foreign relations, or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>current director or senior officer (without regard to years of service) of an
investment manager or adviser of the Corporation, or of any entity controlling or
under common control with an investment manager or adviser of the Corporation.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of the next
paragraph, the term &#147;financial or industrial business&#148; includes a financial or industrial business
unit within a larger enterprise; the term &#147;investment businesses or vehicles&#148; includes an
investment business unit or investment vehicle within a larger enterprise; the term &#147;investment
management business&#148; includes an investment management business unit within a larger enterprise;
and the term &#147;investment vehicle&#148; includes an investment vehicle within a larger enterprise; but in
each case only to the extent the unit satisfies the revenue, asset and other requirements specified
for the business or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of the
next paragraph.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Conflict of Interest&#148; means the presence of a conflict with the interests of the Corporation
or its operations through any of the following:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-18-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>current position (a)&nbsp;as a director, officer, partner or employee of another
investment vehicle a significant (i.e., 25% or more of total assets) focus of which is
securities of companies in one or more Specified Countries or securities principally
traded in markets of one or more Specified Countries and that does not have the same
investment adviser as the Corporation or an investment adviser affiliated with an
investment adviser of the Corporation, and (b)&nbsp;having direct and regular
responsibilities relating to that investment vehicle,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>current position as (a)&nbsp;a director, officer, partner or employee of the
sponsor (or equivalent) of an investment vehicle described in the previous point and
(b)&nbsp;having direct and regular responsibilities relating to that investment vehicle, or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>current position as an official of a governmental agency or self-regulatory
body having responsibility for regulating the Corporation or the markets in which it
proposes to invest.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Vacancies</U>. Subject to the provisions of the Investment Company Act, each
vacancy on the Board of Directors of the Corporation may be filled only by the affirmative vote of
a majority of the remaining directors in office, even if the remaining directors do not constitute
a quorum. Any director elected to fill a vacancy shall hold office for the remainder of the full
term of the class of directors in which the vacancy occurred and until a successor is elected and
qualifies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Place of Meeting</U>. The Directors may hold their meetings, have one or more
offices, and keep the books of the Corporation at any office or offices of the Corporation or at
any other place as they may from time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Annual and Regular Meetings</U>. The annual meeting of the Board of Directors
shall be held as soon as practicable after the annual meeting of the stockholders. The Board of
Directors may provide, by resolution, the time and place,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-19-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">either within or without the State of Maryland, for the holding of regular meetings of the
Board of Directors without other notice than such resolution.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Special Meetings</U>. Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or two or
more Directors who are then appointed to the Executive Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Notice</U>. Notice of any special meeting of the Board of Directors shall be
delivered personally or by telephone, facsimile transmission, United States mail or courier to each
Director at his business or residence address. Notice by personal delivery, by telephone or a
facsimile transmission shall be given at least two days prior to the meeting. Notice by mail shall
be given at least five days prior to the meeting and shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid. Telephone notice shall be
deemed to be given when the Director is personally given such notice in a telephone call to which
he or she is a party. Facsimile transmission notice shall be deemed to be given upon completion of
the transmission of the message to the number given to the Corporation by the Director and receipt
of a completed answer-back indicating receipt. Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the
notice, unless specifically required by statute or these Bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. <U>Quorum and Voting</U>. A majority of the Board of Directors then in office
shall constitute a quorum for the transaction of business, <U>provided</U> that, if less than a
majority of such Directors are present at said meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-20-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and <U>provided</U> further that if, pursuant to the charter of the Corporation or these
Bylaws, the vote of a majority of a particular group of Directors is required for action, a quorum
must also include a majority of such group. The action of the majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action by applicable statute.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. <U>Telephone Meetings</U>. Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons participating in the
meeting can hear each other at the same time; <U>provided</U> that no such meeting by conference
telephone or similar communications equipment may be held for the purpose of voting to approve or
continue any investment advisory contract pursuant to Section&nbsp;15 of the Investment Company Act.
Participation in a meeting by these means constitutes presence in person at the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. <U>Informal Action by the Board of Directors</U>. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a
written consent to such action is signed by each Director and such written consent is filed with
the minutes of the proceedings of the Board or such committee; <U>provided</U> that no such action
by written consent may be taken to approve or continue an investment advisory contract pursuant to
Section&nbsp;15 of the Investment Company Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. <U>Compensation of Directors</U>. Directors shall be entitled to receive such
compensation from the Corporation for their services as may from time to time be voted by the Board
of Directors.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-21-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE IV

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Committees</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Number, Tenure and Qualifications</U>. The Board of Directors may appoint from
among its members an Audit Committee and other committees, composed of one or more Directors, to
serve at the pleasure of the Board of Directors. The Board of Directors may appoint from among its
members an Executive Committee composed of two or more Directors, to serve at the pleasure of the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Powers</U>. The Board of Directors may delegate to committees appointed under
Section&nbsp;1 of this Article any of the powers of the Board of Directors, except as prohibited by law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Meetings</U>. Notice of committee meetings shall be given in the same manner
as notice for special meetings of the Board of Directors. Any two members of the committee shall
constitute a quorum for the transaction of business at any meeting of the committee. The act of a
majority of the committee members present at a meeting shall be the act of such committee. The
Board of Directors may designate a chairman of any committee, and such chairman or any two members
of any committee (if there are at least two members of the committee) may fix the time and place of
its meeting unless the Board shall otherwise provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they constitute a quorum, may
appoint another Director to act in the place of such absent member. Each committee shall keep
minutes of its proceedings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Telephone Meetings</U>. Members of a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-22-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">communications equipment if all persons participating in the meeting can hear each other at
the same time; <U>provided</U> that no such meeting by conference telephone or similar
communications equipment may be held for the purpose of voting to approve or continue any
investment advisory contract pursuant to Section&nbsp;15 of the Investment Company Act. Participation
in a meeting by these means constitutes presence in person at the meeting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Informal Action by Committees</U>. Any action required or permitted to be
taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a
consent in writing to such action is signed by each member of the committee and such written
consent is filed with the minutes of proceedings of such committee; <U>provided</U> that no such
action by written consent may be taken to approve or continue an investment advisory contract
pursuant to Section&nbsp;15 of the Investment Company Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Vacancies</U>. Subject to the provisions hereof, the Board of Directors shall
have the power at any time to change the membership of any committee, to fill all vacancies, to
designate alternate members to replace any absent or disqualified member or to dissolve any such
committee.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE V

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Officers</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>General Provisions</U>. The officers of the Corporation shall include a Chief
Executive Officer, a President, a Secretary and a Treasurer and may include a Chairman of the
Board, a Vice Chairman of the Board, one or more Vice Presidents, a Chief Operating Officer, a
Chief Financial Officer, one or more Assistant Secretaries and one or more Assistant Treasurers.
In addition, the Board of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-23-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Directors may from time to time appoint such other officers with such powers and duties as
they shall deem necessary or desirable. The officers of the Corporation shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held after each annual
meeting of stockholders, except that the Chief Executive Officer may appoint one or more Vice
Presidents, Assistant Secretaries and Assistant Treasurers. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his or her successor is elected and qualifies or until his or her
death, resignation or removal in the manner hereinafter provided. Any two or more offices except
President and Vice President may be held by the same person. In its discretion, the Board of
Directors may leave unfilled any office except that of President, Treasurer and Secretary.
Election of an officer or agent shall not of itself create contract rights between the Corporation
and such officer or agent.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Removal and Resignation</U>. Any officer or agent of the Corporation may be
removed by the Board of Directors if in its judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Any officer of the Corporation may resign at any time by giving written notice
of his or her resignation to the Board of Directors, the Chairman of the Board, the President or
the Secretary. Any resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein, immediately upon
its receipt. The acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-24-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Vacancies</U>. A vacancy in any office may be filled by the Board of Directors
for the balance of the term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Chairman of the Board</U>. The Board of Directors shall designate a Chairman
of the Board. The Chairman of the Board shall preside over the meetings of the Board of Directors
and of the stockholders at which he or she shall be present. The Chairman of the Board shall
perform such other duties as may be assigned to him or her by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Chief Executive Officer</U>. The Board of Directors may designate a Chief
Executive Officer. In the absence of such designation, the Chairman of the Board shall be the
Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general
responsibility for implementation of the policies of the Corporation, as determined by the Board of
Directors, and for the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution
thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise executed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>President</U>. The President shall have the responsibilities and duties as set
forth by the Board of Directors or, in the event that the offices of Chief Executive Officer and
President are not held by the same person, the Chief Executive Officer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Chief Operating Officer</U>. The Board of Directors may designate a Chief
Operating Officer. The Chief Operating Officer shall have the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-25-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">responsibilities and duties as set forth by the Board of Directors or the Chief Executive
Officer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Chief Financial Officer</U>. The Board of Directors may designate a Chief
Financial Officer. The Chief Financial Officer shall have the responsibilities and duties as set
forth by the Board of Directors or the Chief Executive Officer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. <U>Vice Presidents</U>. In the absence of the Chief Executive Officer and the
President or in the event of a vacancy in such office, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the time of their
election or, in the absence of any designation, then in the order of their election) shall perform
the duties of the Chief Executive Officer and the President and when so acting shall have all the
powers of and be subject to all the restrictions upon the Chief Executive Officer and the
President; and shall perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. The Board of Directors or the Chief Executive Officer may
designate one or more Vice Presidents as executive Vice President or as Vice President for
particular areas of responsibility.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. <U>Secretary</U>. The Secretary shall (a)&nbsp;keep the minutes of the proceedings of
the stockholders, the Board of Directors and committees of the Board of Directors in one or more
books provided for that purpose; (b)&nbsp;see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c)&nbsp;be custodian of the corporate records and of
the seal of the Corporation; (d)&nbsp;keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (e)&nbsp;have general charge of the share
transfer books of the Corporation; and (f)&nbsp;in general perform such other duties as from time to
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-26-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">time may be assigned to him by the Chief Executive Officer, the President or by the Board of
Directors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. <U>Treasurer</U>. The Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the President and
Board of Directors, at the regular meetings of the Board of Directors or whenever it may so
require, an account of all his or her transactions as Treasurer and of the financial condition of
the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his or her office and for the restoration to the Corporation,
in case of his or her death, resignation, retirement or removal from office, of all books, papers,
vouchers, moneys and other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. <U>Assistant Secretaries and Assistant Treasurers</U>. The Assistant Secretaries
and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the
Secretary or Treasurer, respectively, or by the Chief Executive Officer or the Board of Directors.
The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful
performance of their
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-27-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">duties in such sums and with such surety or sureties as shall be satisfactory to the Board of
Directors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13. <U>Salaries</U>. The salaries and other compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be prevented from receiving
such salary or other compensation by reason of the fact that he or she is also a director.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE VI

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Contracts, Loans, Checks and Deposits</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Contracts</U>. The Board of Directors may authorize any officer or agent to
enter into any contract or to execute and deliver any instrument in the name of and on behalf of
the Corporation and such authority may be general or confined to specific instances. Any
agreement, deed, mortgage, lease or other document executed by one or more of the directors or by
an authorized person shall be valid and binding upon the Board of Directors and upon the
Corporation when authorized or ratified by action of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Checks and Drafts</U>. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or agent of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Deposits</U>. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may designate.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-28-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE VII

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Stock</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Certificates for Shares</U>. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of shares of each class of
stock held by him in the Corporation. Each certificate shall be signed by the Chief Executive
Officer, the President or a Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile. Certificates shall be
consecutively numbered; and if the Corporation shall, from time to time, issue several classes of
stock, each class may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of the assets upon
liquidation or which are redeemable at the option of the Corporation, shall have a statement of
such restriction, limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. If the Corporation has authority to issue stock of more than one class,
the certificate shall contain on the face or back a full statement or summary of the designations
and any preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or special class in
series, the differences in the relative rights and preferences between the shares of each series to
the extent they have been set and the authority of the Board of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-29-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Directors to set the relative rights and preferences of subsequent series. In lieu of such
statement or summary, the certificate may state that the Corporation will furnish a full statement
of such information to any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall contain a full statement
of the restriction or state that the Corporation will furnish information about the restrictions to
the stockholder on request and without charge.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Transfers of Shares</U>. Shares of the Corporation shall be transferable on
the books of the Corporation by the holder thereof in person or by the person&#146;s duly authorized
attorney or legal representative, upon surrender and cancellation of certificates, if any, for the
same number of shares, duly endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as the Corporation or its agents may
reasonably require; in the case of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Directors. The Corporation shall be entitled to treat
the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such share or on the part
of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Maryland.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in
all respects to the charter of the Corporation and all of the terms and conditions contained
therein.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-30-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Stock Ledgers</U>. An original or duplicate stock ledger of the Corporation,
containing the names and addresses of the stockholders and the number of shares held by them
respectively, shall be maintained at the principal offices of the Corporation or, if the
Corporation employs a Transfer Agent, at the offices of the Transfer Agent of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Lost, Stolen or Destroyed Certificates</U>. Any officer designated by the
Board of Directors may direct a new certificate to be issued in place of any certificate previously
issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing the issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or the owner&#146;s legal representative to
advertise the same in such manner as he or she shall require and/or to give bond, with sufficient
surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of
the issuance of a new certificate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Closing of Transfer Books or Fixing of Record Date</U>. The Board of Directors
may set, in advance, a record date for the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or determining stockholders entitled to receive
payment of any dividend or the allotment of any other rights, or in order to make a determination
of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the
close of business on the day the record date is fixed and shall be not more than 90&nbsp;days and, in
the case of a meeting of stockholders, not less than ten days, before the date on which the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-31-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">meeting or particular action requiring such determination of stockholders of record is to be
held or taken.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In lieu of fixing a record date, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not longer than 20&nbsp;days. If the stock transfer books
are closed for the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days before the date of such
meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If no record date is fixed and the stock transfer books are not closed for the determination
of stockholders, (a)&nbsp;the record date for the determination of stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the day on which the
notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the
meeting, and (b)&nbsp;the record date for the determination of stockholders entitled to receive payment
of a dividend or an allotment of any other rights shall be the close of business on the day on
which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When a determination of stockholders entitled to vote at any meeting of stockholders has been
made as provided in this section, such determination shall apply to any adjournment thereof, except
when (i)&nbsp;the determination has been made through the closing of the transfer books and the stated
period of closing has expired or (ii)&nbsp;the meeting is adjourned to a date more than 120&nbsp;days after
the record date fixed for the original meeting, in either of which case a new record date shall be
determined as set forth herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Fractional Stock; Issuance of Units</U>. The Board of Directors may issue
fractional stock or provide for the issuance of scrip, all on such terms and
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-32-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">under such conditions as they may determine. Notwithstanding any other provision of the
charter or these Bylaws, the Board of Directors may issue units consisting of different securities
of the Corporation. Any security issued in a unit shall have the same characteristics as any
identical securities issued by the Corporation, except that the Board of Directors may provide that
for a specified period securities of the Corporation issued in such unit may be transferred on the
books of the Corporation only in such unit.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE VIII

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Corporate Seal</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>In General</U>. The Board of Directors may provide for a suitable corporate
seal, in such form and bearing such inscriptions as it may determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Affixing Seal</U>. Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of any law, rule or
regulation relating to a seal to place the word &#147;(SEAL)&#148; adjacent to the signature of the person
authorized to execute the document on behalf of the Corporation.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE IX

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Fiscal Year</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors shall have the power, from time to time, to fix the fiscal year of the
Corporation by a duly adopted resolution.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-33-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE X

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Distributions</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Authorization</U>. Dividends and other distributions upon the stock of the
Corporation may be authorized by the Board of Directors, subject to the provisions of law and the
charter of the Corporation. Dividends and other distributions may be paid in cash, property or
stock of the Corporation, subject to the provisions of law and the charter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Contingencies</U>. Before payment of any dividends or other distributions,
there may be set aside out of any assets of the Corporation available for dividends or other
distributions such sum or sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other
distributions, for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall determine to be in the best interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve in the manner in which it was
created.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE XI

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Waiver of Notice</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever any notice is required to be given pursuant to the charter of the Corporation or
these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose
of any meeting need be set forth in the waiver of notice, unless specifically required by statute.
The attendance
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-34-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of any person at any meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE XII

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Indemnification</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation shall indemnify to the fullest extent permitted by law (including the
Investment Company Act) as currently in effect or as the same may hereafter be amended, any person
made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or such person&#146;s testator
or intestate is or was a director or officer of the Corporation or serves or served at the request
of the Corporation any other enterprise as a director or officer. To the fullest extent permitted
by law (including the Investment Company Act) as currently in effect or as the same may hereafter
be amended, expenses incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person by this Article
XII shall be enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a director or officer as provided above. No
amendment of this Article&nbsp;XII shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. For purposes of this Article&nbsp;XII, the term
&#147;Corporation&#148; shall include any predecessor
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-35-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger; the term &#147;other enterprise&#148;
shall include any corporation, partnership, joint venture, trust or employee benefit plan; service
&#147;at the request of the Corporation&#148; shall include service as a director or officer of the
Corporation which imposes duties on, or involves services by, such director or officer with respect
to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a
person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and
action by a person with respect to any employee benefit plan which such person reasonably believes
to be in the interest of the participants and beneficiaries of such plan shall be deemed to be
action not opposed to the best interests of the Corporation.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE XIII

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Custodian</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>In General</U>. The Corporation shall have as custodian or custodians
(including any sub-custodian) one or more trust companies or banks of good standing which shall
conform to the requirements of Section 17(f) of the Investment Company Act and the rules
promulgated thereunder. To the extent required by the Investment Company Act and the rules
promulgated thereunder, the funds and securities held by the Corporation shall be kept in the
custody of one or more such custodians (and any sub-custodian), provided such custodian or
custodians (and any sub-custodian) can be found ready and willing to act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Resignation, Change or Inability to Serve</U>. The Corporation shall upon the
resignation, change or inability to serve of its custodian (and any sub-custodian):
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-36-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) in case of such resignation or inability to serve, use its best efforts to obtain
a successor custodian;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) require that the cash and securities owned by the Corporation be delivered
directly to the successor custodian; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) in the event that no successor custodian can be found, submit to the
stockholders before permitting delivery of the cash and securities owned by the Corporation
otherwise than to a successor custodian, the question whether or not this Corporation shall
be liquidated or shall function without a custodian.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">ARTICLE XIV

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Amendment of Bylaws</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bylaws of the Corporation may be altered, amended, added to or repealed by a majority vote
of the entire Board of Directors; the power to alter, amend, add to or repeal the Bylaws is vested
exclusively in the Board of Directors.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-37-<!-- /Folio -->
</DIV>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
