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<TYPE>EX-99.77Q1 OTHR EXHB
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Exhibit 77Q(1)

AMENDED AND RESTATED
BY-LAWS

OF

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.


ARTICLE I.

STOCKHOLDERS

      SECTION 1.1. Annual Meeting.  An annual meeting of the
stockholders of the Corporation for the election of directors and
for the transaction of such other business as may properly be
brought before the meeting shall be held in May of each year.

      SECTION 1.2. Special Meeting. At any time in the interval
between annual meetings, a special meeting of the stockholders may
be called by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting or in
writing (addressed to the Secretary of the Corporation) with or
without a meeting.

      SECTION 1.3. Place of Meetings. Meetings of stockholders
shall be held at such place in the United States as is set from
time to time by the Board of Directors.

      SECTION 1.4. Notice of Meetings; Waiver of Notice. Not less
than ten nor more than 90 days before each stockholders' meeting,
the Secretary shall give written notice of the meeting to each
stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The notice shall
state the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute,
the purpose of the meeting. Notice is given to a stockholder when
it is personally delivered to him, left at his residence or usual
place of business, mailed to him at his address as it appears on
the records of the Corporation or delivered, to the extent
permitted by applicable law or consented to by the shareholder, by
electronic mail or other form of legally permissible electronic
transmission. Notwithstanding the foregoing provisions, each person
who is entitled to notice waives notice if he before or after the
meeting signs a waiver of the notice which is filed with the
records of stockholders' meetings, or is present at the meeting in
person or by proxy. Notice directed to a stockholder by electronic
mail or other form of electronic transmission may be transmitted to
any address at which the stockholder receives electronic mail or
other electronic transmissions.

      SECTION 1.5. Quorum; Voting. Unless statute or the Articles
of Amendment and Restatement (the "Charter") provides otherwise, at
a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled
to be cast at the meeting constitutes a quorum, and a majority of
all the votes cast at a meeting at which a quorum is present is
sufficient to approve any matter which properly comes before the
meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a director.

      SECTION 1.6. Adjournments. Whether or not a quorum is
present, a meeting of stockholders convened on the date for which
it was called may be adjourned from time to time by the
stockholders present in person or by proxy by a majority vote. Any
business which might have been transacted at the meeting as
originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present. No further
notice of an adjourned meeting other than by announcement shall be
necessary if held on a date not more than 120 days after the
original record date.

      SECTION 1.7. General Right to Vote; Proxies. Unless the
Charter provides for a greater or lesser number of votes per share
or limits or denies voting rights, each outstanding share of stock,
regardless of class, is entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. In all elections
for directors, each share of stock may be voted for as many
individuals as there are directors to be elected and for whose
election the share is entitled to be voted. A stockholder may vote
the stock he owns of record either in person or by written proxy
signed by the stockholder or by his duly authorized attorney in
fact. Unless a proxy provides otherwise, it is not valid more than
11 months after its date. An authorization of a person or persons
to serve as proxy may be transmitted by telegram, cablegram,
datagram, electronic mail, or any other electronic or telephonic
means in accordance with procedures approved by an officer of the
Corporation.

      SECTION 1.8. List of Stockholders. At each meeting of
stockholders, a full, true and complete list of all stockholders
entitled to vote at such meeting, showing the number and class of
shares held by each and certified by the transfer agent for such
class or by the Secretary, shall be furnished by the Secretary.

      SECTION 1.9. Conduct of Voting. At all meeting of
stockholders, unless the voting is conducted by inspectors, the
proxies and ballots shall be received, and all questions touching
the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by the chairman
of the meeting. If demanded by stockholders, present in person or
by proxy, entitled to cast 10% in number of votes entitled to be
cast, or if ordered by the chairman, the vote upon any election or
question shall be taken by ballot and, upon like demand or order,
the voting shall be conducted by two inspectors, in which event the
proxies and ballots shall be received, and all questions touching
the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by such
inspectors. Unless so demanded or ordered, no vote need be by
ballot and voting need not be conducted by inspectors. The
stockholders at any meeting may choose an inspector or inspectors
to act at such meeting, and in default of such election the
chairman of the meeting may appoint an inspector or inspectors. No
candidate for election as a director at a meeting shall serve as an
inspector thereat.

      SECTION 1.10. Informal Action by Stockholders. Except as
otherwise provided by statute or the Charter, any action required
or permitted to be taken at a meeting of stockholders may be taken
without a meeting if there is filed with the records of
stockholders meetings a unanimous written consent which sets forth
the action and is signed by each stockholder entitled to vote on
the matter and a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled
to vote at it.

      Section 1.11  Notice of Stockholder Business.  At any annual
or special meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.
To be properly brought before an annual or special meeting, the
business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a stockholder.

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

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

      Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual or special meeting except
in accordance with the procedures set forth in this Section 1.11.
The chairman of the annual or special meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 1.11, and, if he should determine, he
shall so declare to the meeting that any such business not properly
brought before the meeting shall not be considered or transacted.


ARTICLE II.

BOARD OF DIRECTORS

      SECTION 2.1. Function of Directors. The business and affairs
of the Corporation shall be managed under the direction of its
Board of Directors. All powers of the Corporation may be exercised
by or under authority of the Board of Directors, except as
conferred on or reserved to the stockholders by statute or by the
Charter or By-Laws.

      SECTION 2.2. Number of Directors. The Corporation shall have
at least three directors; provided that, if there is no stock
outstanding, the number of Directors may be less than three but no
less than one, and, if there is stock outstanding and so long as
there are less than three stockholders, the number of Directors may
be less than three but not less than the number of stockholders.
The Corporation shall have the number of directors provided in the
Charter until changed as herein provided. A majority of the entire
Board of Directors may alter the number of directors set by the
Charter to not exceeding 25 nor less than the minimum number then
permitted herein, but the action may not affect the tenure of
office of any director.

      SECTION 2.3. Election and Tenure of Directors. At each annual
meeting, the stockholders shall elect directors to hold office
until the expiration of the term of his class or until the annual
election of directors next succeeding his election and until his
successor shall have been elected and shall have qualified, or
until his death, or until he shall have resigned, or have been
removed as hereinafter provided in these Amended and Restated By-
Laws, or as otherwise provided by statute or the Charter.

      SECTION 2.4. Removal of Director. Unless statute or the
Charter provides otherwise, the stockholders may remove any
director, with or without cause, by the affirmative vote of a
majority of all the votes entitled to be cast for the election of
directors.

      SECTION 2.5. Vacancy on Board. The stockholders may elect a
successor to fill a vacancy on the Board of Directors which results
from the removal of a director. A director elected by the
stockholders to fill a vacancy which results from the removal of a
director serves for the balance of the term of the removed
director. A majority of the remaining directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board
of Directors which results from any cause except an increase in the
number of directors and a majority of the entire Board of Directors
may fill a vacancy which results from an increase in the number of
directors. A director elected by the Board of Directors to fill a
vacancy serves until the next annual meeting of stockholders and
until his successor is elected and qualifies.

      SECTION 2.6. Regular Meetings. After each meeting of
stockholders at which directors shall have been elected, the Board
of Directors shall meet as soon as practicable for the purpose of
organization and the transaction of other business; and in the
event that no other time is designated by the stockholders, the
Board of Directors shall meet one hour after the time for such
stockholders meeting or immediately following the close of such
meeting whichever is later, on the day of such meeting. Such first
regular meeting shall be held at any place as may be designated by
the stockholders, or in default of such designation at the place
designated by the Board of Directors for such first regular
meeting, or in default of such designation at the place of the
holding of the immediately preceding meeting of stockholders. No
notice of such first meeting shall be necessary if held as herein
above provided. Any other regular meeting of the Board of Directors
shall be held on such date and at any place as may be designated
from time to time by the Board of Directors.

      SECTION 2.7. Special Meetings. Special meetings of the Board
of Directors may be called at any time by the Chairman of the Board
or the President or by a majority of the Board of Directors by vote
at a meeting, or in writing with or without a meeting. A special
meeting of the Board of Directors shall be held on such date and at
any place as may be designated from time to time by the Board of
Directors. In the absence of designation such meeting shall be held
at such place as may be designated in the call.

      SECTION 2.8. Notice of Meeting. Except as provided in Section
2.6, the Secretary shall give notice to each director of each
regular and special meeting of the Board of Directors. The notice
shall state the time and place of the meeting. Notice is given to a
director when it is delivered personally to him, left at his
residence or usual place of business, transmitted by electronic
mail or other form of electronic transmission or sent by telegraph
or telephone, at least 24 hours before the time of the meeting or,
in the alternative by mail to his address as it shall appear on the
records of the Corporation, at least 72 hours before the time of
the meeting. Unless the Amended and Restated By-Laws or a
resolution of the Board of Directors provides otherwise, the notice
need not state the business to be transacted at or the purposes of
any regular or special meeting of the Board of Directors. No notice
of any meeting of the Board of Directors need be given to any
director who attends, or to any director who, in writing executed
and filed with the records of the meeting either before or after
the holding thereof, waives such notice. Any meeting of the Board
of Directors, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be
given of any such adjourned meeting other than by announcement.

      SECTION 2.9. Action by Directors. Unless statute or the
Charter or the Amended and Restated By-Laws requires a greater
proportion, the action of a majority of the directors present at a
meeting at which a quorum is present is action of the Board of
Directors. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. In the absence
of a quorum, the directors present by majority vote and without
notice other than by announcement may adjourn the meeting from time
to time until a quorum shall attend. At any 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. Any action required or permitted to be taken at a meeting
of the Board of Directors may be taken without a meeting, if a
unanimous written consent which sets forth the action is signed by
each member of the Board and filed with the minutes of proceedings
of the Board.

      SECTION 2.10. Meeting by Conference Telephone. Members of the
Board of 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. Participation in a meeting by these means constitutes
presence in person at a meeting.

      SECTION 2.11. Compensation. No director shall receive any
stated salary or fees from the Corporation for services as such if
such director is, other than by reason of being a director, an
interested person (as that term is defined by the Investment
Company Act of 1940, as amended (the "1940 Act")) of the
Corporation or of its investment adviser or principal underwriter.
Except as provided in the preceding sentence, 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.


ARTICLE III.

COMMITTEES

      SECTION 3.1. Committees. The Board of Directors may appoint
from among its members an Executive Committee and other committees
composed of two or more directors and delegate to these committees
any of the powers of the Board of Directors, except the power to
declare dividends or other distributions on stock, elect directors,
issue stock other than as provided in the next sentence, recommend
to the stockholders any action which requires stockholder approval,
amend the By-Laws, or approve any merger or share exchange which
does not require stockholder approval. If the Board of Directors
has given general authorization for the issuance of stock, a
committee of the Board, in accordance with a general formula or
method specified by the Board by resolution or by adoption of a
stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock
may be issued, including all terms and conditions required or
permitted to be established or authorized by the Board of
Directors.

      SECTION 3.2. Committee Procedure. Each committee may fix
rules of procedure for its business. A majority of the members of a
committee shall constitute a quorum for the transaction of business
and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the committee. The members of
a committee present at any meeting, whether or not they constitute
a quorum, may appoint a director to act in the place of an absent
member. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting, if a unanimous
written consent which sets forth the action is signed by each
member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the provisions
of Section
2.10.

       SECTION 3.3. Emergency. In the event of a state of disaster
of sufficient severity to prevent the conduct and management of the
affairs and business of the Corporation by its directors and
officers as contemplated by the Charter and the Amended and
Restated By-Laws, any two or more available members of the then
incumbent Executive Committee shall constitute a quorum of that
Committee for the full conduct and management of the affairs and
business of the Corporation in accordance with the provisions of
Section 3.1. In the event of the unavailability, at such time, of a
minimum of two members of the then incumbent Executive Committee,
the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether or
not they be officers of the Corporation, which two members shall
constitute the Executive Committee for the full conduct and
management of the affairs of the Corporation in accordance with the
foregoing provisions of this Section. This Section shall be subject
to implementation by resolution of the Board of Directors passed
from time to time for that purpose, and any provisions of the
Amended and Restated By-Laws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or
to the provisions of any such implementing resolutions shall be
suspended until it shall be determined by any interim Executive
Committee acting under this Section that it shall be to the
advantage of the Corporation to resume the conduct and management
of its affairs and business under all the other provisions of the
Amended and Restated By-Laws.


ARTICLE IV.

OFFICERS

      SECTION 4.1. Executive and Other Officers. The Corporation
shall have a President, a Secretary, and a Treasurer, who shall be
the executive officers of the Corporation. It may also have a
Chairman of the Board, the Chairman of the Board shall be an
executive officer if he is designated as the chief executive
officer of the Corporation. The Board of Directors may designate
who shall serve as chief executive officer, having general
supervision of the business and affairs of the Corporation, or as
chief operating officer, having supervision of the operations of
the Corporation; in the absence of designation the President shall
serve as chief executive officer and chief operating officer. It
may also have one or more Vice-Presidents, assistant officers, and
subordinate officers as may be established by the Board of
Directors. A person may hold more than one office in the
Corporation but may not serve concurrently as both President and
Vice-President of the Corporation. The Chairman of the Board shall
be a director; the other officers may be directors.

      SECTION 4.2. Chairman of the Board. The Chairman of the
Board, if one be elected, shall preside at all meetings of the
Board of Directors and of the stockholders at which he shall be
present; and, in general, he shall perform all such duties as are
from time to time assigned to him by the Board of Directors.

      SECTION 4.3. President. The President, in the absence of the
Chairman of the Board, shall preside at all meetings of the Board
of Directors and of the stockholders at which he shall be present;
he may sign and execute, in the name of the Corporation, all
authorized deeds, mortgages, bonds, contracts or other instruments,
except in cases in which the signing and execution thereof shall
have been expressly delegated to some other officer or agent of the
Corporation; and, in general, he shall perform all duties usually
performed by a president of a corporation and such other duties as
are from time to time assigned to him by the Board of Directors or
the chief executive officer of the Corporation.

      SECTION 4.4. Vice-Presidents. The Vice-President or Vice-
Presidents, at the request of the chief executive officer or the
President, or in the President's absence or during his inability to
act, shall perform the duties and exercise the functions of the
President, and when so acting shall have the powers of the
President. If there be more than one Vice-President, the Board of
Directors may determine which one or more of the Vice-Presidents
shall perform any of such duties or exercise any of such functions,
or if such determination is not made by the Board of Directors, the
chief executive officer, or the President may make such
determination; otherwise any of the Vice-Presidents may perform any
of such duties or exercise any of such functions. The Vice-
President or Vice-Presidents shall have such other powers and
perform such other duties, and have such additional descriptive
designations in their titles (if any), as are from time to time
assigned to them by the Board of Directors, the chief executive
officer, or the President.

      SECTION 4.5. Secretary. The Secretary shall keep the minutes
of the meetings of the stockholders, of the Board of Directors and
of any committees, in books provided for the purpose; he shall see
that all notices are duly given in accordance with the provisions
of the Amended and Restated By-Laws or as required by law; he shall
be custodian of the records of the Corporation; he may witness any
document on behalf of the Corporation, the execution of which is
duly authorized, see that the corporate seal is affixed where such
document is required or desired to be under its seal, and, when so
affixed, may attest the same; and, in general, he shall perform all
duties incident to the office of a secretary of a corporation, and
such other duties as are from time to time assigned to him by the
Board of Directors, the chief executive officer, or the
President.

      SECTION 4.6. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board
of Directors; he shall render to the President and to the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation; and, in general, he shall perform all
the duties incident to the office of a treasurer of a corporation,
and such other duties as are from time to time assigned to him by
the Board of Directors, the chief executive officer, or the
President.

      SECTION 4.7. Assistant and Subordinate Officers. The
assistant and subordinate officers of the Corporation are all
officers below the office of Vice President, Secretary, or
Treasurer. The assistant or subordinate officers shall have such
duties as are from time to time assigned to them by the Board of
Directors, the chief executive officer, or the President.

      SECTION 4.8. Election, Tenure and Removal of Officers. The
Board of Directors shall elect the officers. The Board of Directors
may from time to time authorize any committee or officer to appoint
assistant and subordinate officers. The President serves for one
year. All other officers shall be appointed to hold their offices,
respectively, during the pleasure of the Board. The Board of
Directors (or, as to any assistant or subordinate officer, any
committee or officer authorized by the Board) may remove an officer
at any time. The removal of an officer does not prejudice any of
his contract rights. The Board of Directors (or, as to any
assistant or subordinate officer, any committee or officer
authorized by the Board) may fill a vacancy which occurs in any
office for the unexpired portion of the term.

      SECTION 4.9. Compensation. The Board of Directors shall have
power to fix the salaries and other compensation and remuneration,
of whatever kind, of all officers of the Corporation. It may
authorize any committee or officer, upon whom the power of
appointing assistant and subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of
such assistant and subordinate officers.

ARTICLE V.

STOCK

      SECTION 5.1. Certificates for Stock. Upon written request
therefor in accordance with such procedures as may be established
by the Board of Directors from time to time, each stockholder is
entitled to certificates which represent and certify the shares of
stock he holds in the Corporation. Each stock certificate shall
include on its face the name of the corporation that issues it, the
name of the stockholder or other person to whom it is issued, and
the class of stock and number of shares it represents. It shall be
in such form, not inconsistent with law or with the Charter, as
shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of
Directors. Each stock certificate shall be signed by the Chairman
of the Board, the President, or a Vice-President, and countersigned
by the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer. Each certificate may be sealed with the actual
corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures. A
certificate is valid and may be issued whether or not an officer
who signed it is still an officer when it is issued.

      The Board of Directors of the Corporation may authorize the
issue of some or all of the shares of any or all of its classes or
series without certificates. The authorization does not affect
shares already represented by certificates until they are
surrendered to the Corporation. At the time of issue or transfer of
shares without certificates, the Corporation shall send the
stockholder a written statement of:

     (1) the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock
of each class which the Corporation is authorized to issue;

     (2) in the event the Board of Directors classifies or there
are issued any preferred on special class in series:

        (i) the differences in relative rights and preferences
between the shares of each series to the extent they have been set;
and

        (ii) the authority of the Board of Directors to set the
relative rights and preferences of subsequent series; and

     (3) if the Corporation imposes restrictions on the
transferability of the stock, a full statement of the restrictions.

      SECTION 5.2. Transfers. The Board of Directors shall have
power and authority to make such rules and regulations as it may
deem expedient concerning the issue, transfer and registration of
certificates of stock; and may appoint transfer agents and
registrars thereof. The duties of transfer agent and registrar may
be combined.

      SECTION 5.3. Record Date and Closing of Transfer Books. The
Board of Directors may set a record date or direct that the stock
transfer books be closed for a stated period for the purpose of
making any proper determination with respect to stockholders,
including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend, or be allotted other rights.
The record date may not be prior to the close of business on the
day the record date is fixed and may not be more than 90 days
before the date on which the action requiring the determination
will be taken; the transfer books may not be closed for a period
longer than 20 days; and, in the case of a meeting of stockholders,
the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting.

      SECTION 5.4. Stock Ledger. The Corporation shall maintain a
stock ledger which contains the name and address of each
stockholder and the number of shares of stock of each class which
the stockholder holds. The stock ledger may be in written form or
in any other form which can be converted within a reasonable time
into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a
transfer agent for the particular class of stock, or, if none, at
the principal office in the State of Maryland or the principal
executive offices of the Corporation.

      SECTION 5.5. Certification of Beneficial Owners. The Board of
Directors may adopt by resolution a procedure by which a
stockholder of the Corporation 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 certify; 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 considers necessary or desirable. On receipt of a
certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the
certification is, for the purpose set forth in the certification,
the holder of record of the specified stock in place of the
stockholder who makes the certification.

      SECTION 5.6. Lost Stock Certificates. The Board of Directors
of the Corporation may determine the conditions for issuing a new
stock certificate in place of one which is alleged to have been
lost, stolen, or destroyed, or the Board of Directors may delegate
such power to any officer or officers of the Corporation. In their
discretion, the Board of Directors or such officer or officers may
refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.


ARTICLE VI.

FINANCE

      SECTION 6.1. Checks, Drafts, Etc. All checks, drafts and
orders for the payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be
signed by the President, a Vice-President or an Assistant Vice-
President and countersigned by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary.

      SECTION 6.2. Annual Statement of Affairs. The President shall
prepare annually a full and correct statement of the affairs of the
Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of
affairs shall be submitted at the annual meeting of the
stockholders, if any, and, within 20 days after the meeting (or, in
the absence of an annual meeting within 120 days after the end of
the fiscal year), placed on file at the Corporation's principal
office.

      SECTION 6.3. Fiscal Year. The fiscal year of the Corporation
shall be the twelve calendar months period ending December 31 in
each year, unless otherwise provided by the Board of Directors.

      SECTION 6.4. Dividends. If declared by the Board of Directors
at any meeting thereof, the Corporation may pay dividends on its
shares in cash, property, or in shares of the capital stock of the
Corporation, unless such dividend is contrary to law or to a
restriction contained in the Charter.



ARTICLE VII.

SUNDRY PROVISIONS

      SECTION 7.1. Books and Records. The Corporation shall keep
correct and complete books and records of its accounts and
transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other committee when
exercising any of the powers of the Board of Directors. The books
and records of the Corporation may be in written form or in any
other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in
written form but may be maintained in the form of a reproduction.
The original or a certified copy of the Amended and Restated By-
Laws shall be kept at the principal office of the Corporation.

      SECTION 7.2. Corporate Seal. The Board of Directors shall
provide a suitable seal, bearing the name of the Corporation, which
shall be in the charge of the Secretary. The Board of Directors may
authorize one or more duplicate seals and provide for the custody
thereof. If the Corporation is required to place its corporate seal
to a document, it is sufficient to meet the requirement of any law,
rule, or regulation relating to a corporate seal to place the word
"Seal" adjacent to the signature of the person authorized to sign
the document on behalf of the Corporation.

      SECTION 7.3. Bonds. The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the
Corporation, conditioned upon the faithful discharge of his duties,
with one or more sureties and in such amount as may be satisfactory
to the Board of Directors.

      SECTION 7.4. Voting Upon Shares in Other Corporations. Stock
of other corporations or associations, registered in the name of
the Corporation, may be voted by the President, a Vice-President,
or a proxy appointed by either of them. The Board of Directors,
however, may by resolution appoint some other person to vote such
shares, in which case such person shall be entitled to vote such
shares upon the production of a certified copy of such resolution.

      SECTION 7.5. Mail. Any notice or other document which is
required by these Amended and Restated By-Laws to be mailed shall
be deposited in the United States mails, postage prepaid.

      SECTION 7.6. Execution of Documents. A person who holds more
than one office in the Corporation may not act in more than one
capacity to execute, acknowledge, or verify an instrument required
by law to be executed, acknowledged, or verified by more than one
officer.

      SECTION 7.7. Amendments. Subject to the special provisions of
Section 2.2, (a) any and all provisions of these Amended and
Restated By-Laws may be altered or repealed and new by-laws may be
adopted at any annual meeting of the stockholders, or at any
special meeting called for that purpose, and (b) the Board of
Directors shall have the power, at any regular or special meeting
thereof, to make and adopt new by-laws, or to amend, alter or
repeal any of the By-Laws of the Corporation.


ARTICLE VIII.

CUSTODIAN

      SECTION 8.1. Employment of Custodian. All assets of the
Corporation shall be held by one or more custodian banks or trust
companies meeting the requirements of the 1940 Act, and having
capital, surplus and undivided profits of at least $2,000,000 and
may be registered in the name of the Corporation, including the
designation of the particular class or series to which such assets
belong, or any such custodian, or the nominee of either of them.
The terms of any such custodian agreement shall be determined by
the Board of Directors, which terms shall be in accordance with the
provisions of the 1940 Act. If so directed by vote of the holders
of a majority of the outstanding shares of a particular class or
series or by vote of the Board of Directors, the custodian of the
assets belonging to such class or series shall deliver and pay over
such assets as specified in such vote.

      Subject to such rules, regulations and orders as the
Securities and Exchange Commission (the "Commission") may adopt,
the Corporation may direct a custodian to deposit all or any part
of the securities owned by the Corporation in a system for the
central handling of securities established by the Federal Reserve
system or by a national securities exchange or a national
securities association registered with the Commission, or otherwise
in accordance with the 1940 Act, pursuant to which system, all
securities of a particular class or issuer deposited within the
system are treated as fungible and may be transferred or pledged by
bookkeeping entry without the physical delivery of such securities,
provided that all such deposits shall be subject to withdrawal only
upon the order of the Corporation or a custodian.



Adopted:  March 1995
Amended:  November 1999
Amended: February 26, 2009
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