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<SEC-DOCUMENT>0000940400-11-000100.txt : 20110301
<SEC-HEADER>0000940400-11-000100.hdr.sgml : 20110301
<ACCEPTANCE-DATETIME>20110301095403
ACCESSION NUMBER:		0000940400-11-000100
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20101231
FILED AS OF DATE:		20110301
DATE AS OF CHANGE:		20110301
EFFECTIVENESS DATE:		20110301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GABELLI CONVERTIBLE & INCOME SECURITIES FUND INC
		CENTRAL INDEX KEY:			0000845611
		IRS NUMBER:				133523423
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05715
		FILM NUMBER:		11649362

	BUSINESS ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		2123098408

	MAIL ADDRESS:	
		STREET 1:		ONE CORPORATE CENTER
		CITY:			RYE YORK
		STATE:			NY
		ZIP:			10580

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI CONVERTIBLE SECURITIES FUND INC /DE
		DATE OF NAME CHANGE:	19970507

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI SERIES FUNDS INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
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<SEQUENCE>1
<FILENAME>gconvert.fil
<TEXT>
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000 B000000 12/31/2010
000 C000000 0000845611
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE GABELLI CONVERTIBLE & INCOME SEC FUND INC
001 B000000 811-05715
001 C000000 9149215100
002 A000000 ONE CORPORATE CENTER
002 B000000 RYE
002 C000000 NY
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008 C000001 801-37706
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010 B000001 801-37706
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010 C020001 NY
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012 B000001 84-05925
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012 C020001 MA
012 C030001 02021
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013 B010001 NEW YORK
013 B020001 NY
<PAGE>      PAGE  2
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014 A000001 GABELLI & COMPANY, INC.
014 B000001 8-21373
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SIGNATURE   RICHARD RUSSELL
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>gconvert77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of The Gabelli
Convertible and Income Securities Fund Inc.:


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

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

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

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

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


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




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







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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>gconvert77q1.txt
<TEXT>
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
Exhibit 1 - 77(Q)1(a)


AMENDED AND RESTATED

BYLAWS
OF
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
A Maryland Corporation

ARTICLE I

OFFICES

      SECTION 1. Principal Office. The principal office of The
Gabelli Convertible and Income Securities Fund Inc. (the
"Corporation") in the State of Maryland shall be located at such
place as the Board of Directors may designate.
      SECTION 2. Additional Offices. The Corporation may have
additional offices, including a principal executive office, at
such places as the Board of Directors may from time to time
determine or the business of the Corporation may require.
      SECTION 3. Definitions. As used in these Bylaws, the
following terms shall have the meanings ascribed to them:
            "12(d) Holder" shall have the meaning set forth in
Section 17(a)(xiii) of Article III of these Bylaws.
            "Investment Company Act" shall mean the Investment
Company Act of 1940 and the rules and regulations promulgated
thereunder.
            "5% Holder" shall have the meaning set forth in
Section 17(a)(ix) of Article III of these Bylaws.
            "beneficial owner" of a security shall mean any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise
(A) has or shares: (1) voting power which includes the power to
vote, or to direct the voting of, such security; and/or, (2)
investment power which includes the power to dispose, or to
direct the disposition, of such security or (B) owns, controls or
holds with power to vote such security.  A person shall be deemed
to be the beneficial owner of shares if that person has the right
to acquire beneficial ownership of such shares at any time
whether or not within sixty days. "Beneficially own," "own
beneficially" and related terms shall have correlative meaning.
            "Bylaws" shall mean these Bylaws of the Corporation
as amended or restated from time to time by the Directors.
            "control" shall mean the power to exercise a
controlling influence over a person, which in the case of a
company means the power to exercise a controlling influence over
the management or policies of such company, unless such power is
solely the result of an official position with such company.
            "control relationship" with respect to any person
shall mean control over such person, being controlled by such
person or being under common control with such person.
            "director" shall mean any director of a corporation
or any person performing similar functions with respect to any
organization, whether incorporated or unincorporated, including
any natural person who is a member of a board of trustees of
any organization that is a statutory or common-law trust.
            "Disclosable Relationship" with respect to another
person means (A) the existence at any time during the current
calendar year or at any time within the two most recently
completed calendar years of any agreement, arrangement,
understanding or practice, including the sharing of information,
decisions or actions, of a person with such other person with
respect to the Corporation or shares of stock of the Corporation,
(B) the beneficial ownership of securities of any person known by
such person to beneficially own shares of stock of the
Corporation and of which such person knows such other person also
beneficially owns any securities, (C) sharing beneficial
ownership of any securities with such other person, (D) being an
immediate family member of such other person, (E) the existence
at any time during the current calendar year or at any time
within the two most recently completed calendar years of a
material business or professional relationship with such other
person or with any person of which such other person is a 5%
Holder, officer, director, general partner, managing member or
employee or (F) controlling, being controlled by or being under
common control with such other person.
            "Exchange Act" shall mean the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder.
            "immediate family member" shall mean any parent, child,
spouse, spouse of a parent, spouse of a child, brother or sister
(including step and adoptive relationships).
            "Independent Director" shall mean a Director that is
not an "interested person," as defined in Section 2(a)(19) of
the Investment Company Act, of the Corporation.
            "investment fund" shall have the meaning set forth in
Section 17(a)(iii) of Article III of these Bylaws.
            "nominated or seated" shall have the meaning set forth
in Section 17(a) of Article III of these Bylaws.
            "person" shall mean and include natural persons,
corporations, partnerships, trusts, limited liability
companies, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and
political subdivisions thereof.
            "Prohibited Conduct" shall have the meaning set forth
in Section 17(a)(v) of Article III of these Bylaws.
            "Proposed Nominee" shall have the meaning set forth in
Section 13(d)(i) of Article II of these Bylaws.
            "Proposed Nominee Associate" of any Proposed Nominee
shall mean any person who has a Disclosable Relationship with
such Proposed Nominee.
            "proxy access rules" shall have the meaning set forth
in Section 13(g) of Article II of these Bylaws.
            "SEC" shall mean the U.S. Securities and Exchange
Commission.
            "Stockholder Associate" of any beneficial or record
stockholder of shares of stock of the Corporation shall mean any
person who has a Disclosable Relationship with such beneficial or
record stockholder.
            "Special Meeting Request" shall have the meaning set
forth in Section 2(b) of Article II of these Bylaws.

ARTICLE II

MEETINGS OF STOCKHOLDERS
      SECTION 1. Annual Meeting. The annual meeting of
stockholders of the Corporation shall be held at such date and
time as the Board of Directors shall determine in its discretion.
An annual meeting may be held at any place in or out of the State
of Maryland as may be determined by the Board of Directors as
shall be designated in the notice of the meeting and at the time
specified by the Board of Directors. Any business of the
Corporation may be transacted at an annual meeting without being
specifically designated in the notice unless otherwise provided
by statute, the Corporation's charter (the "Charter") or these
Bylaws.
      SECTION 2. Special Meetings of Stockholders.
(a) Unless otherwise required by binding law or by the Charter,
special meetings of stockholders, for any purpose or purposes,
except for the election of Directors, may be called only by the
Board of Directors (or any duly authorized committee), the
Chairman or the President, provided that a special meeting shall
be called by the Secretary upon the Secretary's receipt of a
written request that complies with the requirements of this
Section 2 of this Article II from stockholder(s) of record of not
less than a majority of the outstanding shares of stock of the
Corporation or class or series of shares of stock of the
Corporation having voting rights on the matter.  Only such
business shall be conducted at a special meeting as shall be
specified in the notice of meeting (or any supplement thereto).
(b) Any stockholder(s) of record seeking to request a special
meeting shall send written notice to the Secretary (the "Special
Meeting Request") by registered mail, return receipt requested,
requesting the Secretary to call a special meeting.  Proof of the
requesting stockholder's ownership of shares of stock of our
Corporation at the time of giving the Special Meeting Request
must accompany the requesting stockholder's Special Meeting
Request.  The Special Meeting Request shall set forth the purpose
of the meeting and the matters proposed to be acted on at the
meeting, shall be signed by one or more stockholders of record
(or their duly authorized agents), shall bear the date of
signature of each requesting stockholder (or its duly authorized
agent) signing the Special Meeting Request and shall set forth
all information that each such stockholder of record and, with
respect to the beneficial owners of shares of stock of our
Corporation on whose behalf such request is being made, each such
beneficial owner of shares of stock of our Corporation would be
required to disclose in a proxy statement or other filings
required to be made in connection with solicitations of proxies
with respect to the proposed business to be brought before the
meeting pursuant to Section 14 of the Exchange Act, as well as
the information required by Section 12 of Article II of these
Bylaws.  Upon receiving the Special Meeting Request, the
Directors may in their discretion fix a date for the special
meeting, which need not be the same date as that requested in the
Special Meeting Request. In fixing a date for any special
meeting, the

Directors may consider such factors as they deem relevant,
including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request
for the meeting and any plan of the Directors to call an annual
meeting or a special meeting.
(i) The stockholder(s) of record providing notice of business
proposed to be brought before a special meeting shall further
update and supplement such notice, if necessary, so that the
information provided or required to be provided in such notice
pursuant to this Section 2 shall be true and correct as of the
record date for determining the stockholders entitled to receive
notice of the special meeting and such update and supplement
shall be delivered to or be mailed and received by the Secretary
at the principal executive offices of the Corporation not later
than five (5) business days after the record date for determining
the stockholders entitled to receive notice of the special
meeting.
(ii) The Board of Directors shall determine the validity of any
purported Special Meeting Request received by the Secretary.

                     (iii) Within ten (10) days of receipt
of a valid Special Meeting Request, the Secretary shall
inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing the notice of
meeting (including the Corporation's proxy materials).
The Secretary shall not be required to call a special
meeting upon receipt of a Special Meeting Request and
such meeting shall not be held unless the Secretary
receives payment of such reasonably estimated cost
prior to the preparation and mailing of any notice of
the meeting (including the Corporation's proxy
material).
                  (c) No business shall be conducted at a special
meeting of stockholders except business brought before any such
meeting in accordance with the procedures set forth in this
Section 2 of this Article II.  If the chair of a special
meeting determines that business was not properly brought
before such meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted.
      SECTION 3. Notice of Meetings. Written or printed notice of
the purpose or purposes and of the time and place of every
meeting of the stockholders shall be given by the Secretary of
the Corporation to each stockholder of record entitled to vote at
the meeting, by delivering the notice by mail or, to the extent
permitted by applicable law or consented to by the stockholder,
electronic mail or other form of legally permissible electronic
transmission at least ten (10) days, but not more than ninety
(90) days, prior to the date designated for the meeting addressed
to each stockholder at his address appearing on the books of the
Corporation or supplied by the stockholder to the Corporation for
the purpose of notice. The notice of any meeting of stockholders
may be accompanied by a form of proxy approved by the Board of
Directors in favor of the actions or persons as the Board of
Directors may select. Notice of any meeting of stockholders shall
be deemed waived by any stockholder who attends the meeting in
person or by proxy, or who before or after the meeting submits a
signed waiver of notice that is filed with the records of the
meeting. Notice directed to a stockholder by electronic mail or
other form of electronic transmission may be transmitted to any
address at which the stockholder receives electronic mail or
other electronic transmissions.
      SECTION 4. Quorum. Except as otherwise provided by statute
or by the Charter, the presence in person or by proxy of
stockholders of the Corporation entitled to cast at least a
majority of the votes entitled to be cast shall constitute a
quorum at each meeting of the stockholders. In the absence of a
quorum, the chairman of the meeting may adjourn the meeting as
provided in Section 5 of this Article II. The stockholders
present at any duly organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. The absence from any
meeting in person or by proxy of holders of the number of shares
of stock of the Corporation in excess of a majority that may be
required by the laws of the State of Maryland, the Investment
Company Act, or other applicable statute, the Charter or these
Bylaws, for action upon any given matter shall not prevent action
at the meeting on any other matter or matters that may properly
come before the meeting, so long as there are present, in person
or by proxy, holders of the number of shares of stock of the
Corporation required for action upon the other matter or matters.
      SECTION 5. Adjournment and Postponement. The chairman of the
meeting may adjourn any meeting of stockholders sine die or from
time to time to a date not more than 120 days after the original
record date without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally notified. The Corporation
may postpone or cancel a meeting of stockholders by making a
public disclosure (as defined in Section 12(c) of this Article
II) of such postponement or cancellation prior to the meeting.
Notice of the date, time and place to which the meeting is
postponed shall be given not less than ten days prior to such
date and otherwise in the manner set forth in this section.
      SECTION 6. Organization and Conduct. Every meeting of
stockholders shall be conducted by an individual appointed by the
Board of Directors to be chairman of the meeting or, in the
absence of such appointment or appointed individual, by the
Chairman of the Board, if any, or, in the case of a vacancy in
the office or absence of the Chairman of the Board, by one of the
following officers present at the meeting in the following order:
the Vice Chairman of the Board, if any, the President, any Vice
Presidents in order of their rank and seniority, the Secretary,
the Treasurer or, in the absence of such officers, a chairman
chosen by the stockholders by the vote of a majority of the votes
cast by stockholders present in person or by proxy. The
Secretary, or, in the Secretary's absence, an Assistant
Secretary, or, in the absence of both the Secretary and Assistant
secretaries, an individual appointed by the Board of Directors
or, in the absence of such appointment, an individual appointed
by the chairman of the meeting shall act as secretary. In the
event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary, or, in the absence of
Assistant Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the
minutes of the meeting. The order of business and all other
matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. The chairman of the
meeting may prescribe such rules, regulations and procedures and
take such action as, in the discretion of such chairman and
without any action by the stockholders, are appropriate for the
proper conduct of the meeting, including, without limitation, (a)
restricting admission to the time set for the commencement of the
meeting; (b) limiting attendance at the meeting to stockholders
of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may
determine; (c) limiting participation at the meeting on any
matter to stockholders of record of the Corporation entitled to
vote on such matter, their duly authorized proxies and other such
individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments; (e)
determining when and for how long the polls should be open and
when the polls should be closed; (f) maintaining order and
security at the meeting; (g) removing any stockholder or any
other individual who refuses to comply with meeting procedures,
rules or guidelines as set forth by the chairman of the meeting;
(h) concluding a meeting or recessing or adjourning the meeting
to a later date and time and at a place announced at the meeting;
and (i) complying with any state and local laws and regulations
concerning safety and security. Unless otherwise determined by
the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with the rules of
parliamentary procedure.
      SECTION 7. Voting. Except as otherwise provided by statute
or the Charter, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting
of the stockholders to one (1) vote for every share of stock
standing in his name on the records of the Corporation as of the
record date determined pursuant to Section 9 of this Article II.
The affirmative vote of a plurality of the shares entitled to
vote present at a meeting of stockholders duly called and at
which a quorum of such shares is present shall be sufficient to
elect a director. Each share may be voted for as many individuals
as there are directors to be elected and for whose election the
share is entitled to be voted. A majority of the votes cast at a
meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may
properly come before the meeting, unless a different vote is
required by statute or by the Charter.
      SECTION 8. Proxies. Each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons
to act for him or her by (i) transmitting any authorization by
telegram, cablegram, datagram, electronic mail, or any other
electronic or telephonic means in accordance with procedures
approved by an officer of the Corporation or (ii) a proxy signed
by the stockholder or his attorney-in-fact.  No proxy shall be
valid after the expiration of eleven (11) months from the date
thereof, unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the stockholder executing
it, except in those cases in which the proxy states that it is
irrevocable and in which an irrevocable proxy is permitted by
law.
      SECTION 9. Record Date. The Board of Directors may set a
record date for the purpose of determining stockholders entitled
to vote at any meeting of the stockholders. The record date for a
particular meeting shall be not more than ninety (90) nor fewer
than ten (10) days before the date of the meeting. All persons
who were holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at such meeting
and any adjournment thereof.
      SECTION 10. Inspectors. The Board of Directors or the
chairman of the meeting may appoint, before or at the meeting,
one or more inspectors for the meeting and any successor to the
inspector. The inspectors, if any, shall (i) determine the number
of shares of stock represented at the meeting, in person or by
proxy, and the validity and effect of proxies, (ii) receive and
tabulate all votes, ballots or consents, (iii) report such
tabulation to the chairman of the meeting, (iv) hear and
determine all challenges and questions arising in connection with
the right to vote, and (v) do such acts as are proper to fairly
conduct the election or vote. Each such report shall be in
writing and signed by the inspector or by a majority of them if
there is more than one inspector acting at such meeting.  If
there is more than one inspector, the report of a majority shall
be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence thereof.
      SECTION 11. Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Charter, any
action required to be taken at any annual or special meeting of
stockholders, or any action that may be taken at any annual or
special meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if the
following are filed with the records of stockholders' meetings:
(a) a unanimous written consent that sets forth the action and is
signed by each stockholder entitled to vote on the matter and (b)
a written waiver of any right to dissent signed by each
stockholder entitled to notice of the meeting but not entitled to
vote at the meeting.
      SECTION 12. Nature of Business at Annual Meetings of
Stockholders.
(a) Only such business (other than nominations for election to
the Board of Directors, which must comply with the provisions of
Section 13 of this Article II) may be transacted at an annual
meeting of stockholders as is either:
(i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof),
(ii) otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly
authorized committee thereof), or
(iii) otherwise properly brought before the annual meeting by any
stockholder of record of the Corporation:
(A) who is a stockholder or are stockholders of record on the
date such stockholder(s) give the notice provided for in this
Section 12 of this Article II and on the record date for the
determination of stockholders entitled to notice of and to vote
at such annual meeting; and
(B) who complies or comply with the notice procedures set forth
in this Section 12 of this Article II.
(b) In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by one
or more stockholders, such stockholder(s) of record must have
given timely notice thereof in proper written form to the
Secretary of the Corporation.
(c) To be timely, a record stockholder's notice to the Secretary
must be delivered to or be mailed and received at the principal
executive offices of the Corporation not less than one hundred
and twenty (120) days nor more than one hundred and fifty (150)
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is not
within twenty-five (25) days before or after such anniversary
date, notice by the stockholder of record in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs. "Public disclosure" shall mean disclosure (i) in a press
release reported by the Dow Jones News Service, Associated Press,
Business Wire, PR Newswire or other widely circulated news or
wire service or
(ii) in a document publicly filed by the Corporation with the SEC
pursuant to the Exchange Act. In no event shall the adjournment
or postponement of an annual meeting, or the public announcement
of such an adjournment or postponement, commence a new time
period (or extend any time period) for the giving of a record
stockholder's notice as described above.
(d) To be in proper written form, a notice from one or more
record stockholders to the Secretary must set forth the following
information:
(i) as to each matter such stockholder of record proposes to
bring before the annual meeting, a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, and
(ii) as to the record stockholder giving notice and each
beneficial owner, if any, on whose behalf such notice is being
given,
(A) the name and address of each such person and of each
Stockholder Associate of each such person;
(B) (1)  the class or series and number of all shares of stock of
our Corporation which are

owned beneficially or of record by each such person and each
Stockholder Associate of each such person,
(2) whether and the extent to which any derivative instrument,
swap, option, warrant, short interest, hedge or profit interest
or other transaction has been entered into by or on behalf of any
such person, or any Stockholder Associate of any such person,
with respect to shares of stock of our Corporation, and
(3) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any short
position or any borrowing or lending of shares of stock of our
Corporation) has been made by or on behalf of any such person, or
any Stockholder Associate of any such person, where the effect or
intent of any of the foregoing is to mitigate loss to, or to
manage risk or benefit of stock price changes for, any such
person, or any Stockholder Associate of any such person, or to
increase or decrease the voting power or pecuniary or economic
interest of any such person, or any Stockholder Associate of any
such person, with respect to shares of stock of our Corporation;

(C) a description of all agreements, arrangements, or
understandings (whether written or oral) between or among any
such person, or any Stockholder Associate of any such person, and
any other person or persons (including their names) in connection
with the proposal of such business and any material interest of
such person or any Stockholder Associate of any such person, in
such business, including any anticipated benefit therefrom to
such person, or any Stockholder Associate of any such person;
(D) a description of all commercial and professional
relationships and transactions between or among any such person,
or any Stockholder Associate of any such person, and any other
person or persons known to such person or Stockholder Associate
to have a material interest in the matter that is the subject of
such notice;
(E) all information relating to each such person and each
Stockholder Associate of each such person that would be required
to be disclosed in a proxy statement or other filing required to
be made in connection with the solicitation of proxies by any
such person with respect to the proposed business to be brought
by any such person before the annual meeting pursuant to Section
14 of the Exchange Act; and
(F) a representation that the stockholder of record giving notice
intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

(e) A stockholder of record providing notice of business proposed
to be brought before an annual meeting shall further update and
supplement such notice, if necessary, so that the information
provided or required to be provided in such notice pursuant to
this Section 12 of this Article II shall be true and correct as
of the record date for determining the stockholders entitled to
receive notice of the annual meeting and such update and
supplement shall be delivered to or be mailed and received by the
Secretary at the principal executive offices of the Corporation
not later than five
(5) business days after the record date for determining the
stockholders entitled to receive notice of the annual meeting.
(f) No business (other than nominations for election to the Board
of Directors, which must comply with the provisions of Section 13
of this Article II) shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 12 of
this Article II.  If the chair of an annual meeting determines
that business was not properly brought before the annual meeting
in accordance with the foregoing procedures, the chair shall
declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted at
the meeting.
(g) Nothing contained in this Section 12 of this Article II shall
be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act (or any successor
provision of law).
(h) If information submitted pursuant to this Section 12 of this
Article II by any stockholder proposing to bring a matter before
the annual meeting shall be inaccurate or incomplete in any
material respect, such information may be deemed not to have been
provided, and the notice in respect of which such information is
required by this Section 12 may be deemed not to have been made,
in accordance with this Section 12
of this Article II. Any such stockholder shall notify the
Corporation of any inaccuracy or incompleteness (within two
business days of becoming aware of such inaccuracy or
incompleteness) in any such information.
      SECTION 13. Nomination of Directors.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors
of the Corporation.  Nominations of persons for election to the
Board of Directors may be made only at any annual meeting of
stockholders, except to the extent otherwise required by the 1940
Act:
(i) by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or
(ii) by any stockholder(s) of record of the Corporation:
(A) who is a stockholder or are stockholders of record on the
date such stockholder(s) give the notice provided for in this
Section 13 of this Article III and on the record date for the
determination of stockholders entitled to notice of and to vote
at such annual meeting; and
(B) who complies or comply with the notice procedures set forth
in this Section 13 of this Article II.
(b) In addition to any other applicable requirements, for a
nomination to be made by one or more stockholder(s) of record,
such stockholder(s) must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
(c) To be timely, a record stockholder's notice to the Secretary
must be delivered to or be mailed and received at the principal
executive offices of the Corporation:
(i) in the case of an annual meeting, not less than one hundred
and twenty (120) days nor more than one hundred and fifty (150)
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is not
within twenty-five (25) days before or after such anniversary
date, notice by the stockholder of record in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs; and
(ii) in no event shall the adjournment or postponement of an
annual meeting, or the public disclosure of such an adjournment
or postponement, commence a new time period (or extend any time
period) for the giving of notice as described above.
(d) To be in proper written form, a notice from one or more
record  stockholders to the Secretary must set forth the
following information:

                      (i) as to each person whom the
stockholder of record proposes to nominate for election
as a Director (a "Proposed Nominee") and each Proposed
Nominee Associate of each such person:
(A) the name, age, business address and residence address of such
Proposed Nominee and of each Proposed Nominee Associate of such
Proposed Nominee;
(B) the principal occupation or employment of such Proposed
Nominee;
(C) (1)  the number of shares of each class or series of shares
of stock of the Corporation which are owned beneficially or of
record, directly or indirectly, by such Proposed Nominee and each
Proposed Nominee Associate of such Proposed Nominee, and the name
and address of the record holder(s) of such shares of stock of
the Corporation (if different than the beneficial owner(s)) as
they appear on the records of the Corporation,
(2) whether and the extent to which any derivative instrument,
swap, option, warrant, short interest, hedge or profit interest
or other transaction has been entered into by or on behalf of
such Proposed Nominee, or by or on behalf of any Proposed Nominee
Associate of such Proposed Nominee, with respect to shares of
stock of the Corporation,
(3) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any short
position or any borrowing or lending of shares of stock of the
Corporation) has been made by or on behalf of such Proposed
Nominee, or any Proposed Nominee Associate, where the effect or
intent of any of the foregoing is to mitigate loss to, or to
manage risk or benefit of share price changes for, such Proposed
Nominee, or any Proposed Nominee Associate of such Proposed
Nominee, or to increase or decrease the voting power or pecuniary
or economic interest of such Proposed Nominee, or any Proposed
Nominee Associate of such Proposed Nominee, with respect to the
shares of stock of the Corporation,
(4) a description of all agreements, arrangements, or
understandings (whether written or oral) between such Proposed
Nominee, and any Proposed Nominee Associate of such Proposed
Nominee, and any material interest of such Proposed Nominee
Associate, in such nomination, including any anticipated benefit
therefrom to such Proposed Nominee Associate;
(5) a description of all commercial and professional
relationships and transactions between or among such Proposed
Nominee, or any Proposed Nominee Associate, and any other person
or persons known to such person or Proposed Nominee Associate to
have a material interest in such nominations;
(6) a representation as to whether such Proposed Nominee is an
"interested person," as defined under Section 2(a)(19) of the
1940 Act, of the Corporation and sufficient information about the
Proposed Nominee to permit counsel to the Corporation to confirm
such representation, including information with respect to each
relationship set forth in Section 2(a)(19) of the 1940 Act which
may cause such Proposed Nominee to be an interested person of the
Corporation or a representation that no such relationship exists,
and
(7) all information necessary to establish that the Proposed
Nominee satisfies the Director

qualifications as set out in Section 17 of Article III of
these By-Laws;
                     (D) all information relating to such
Proposed Nominee and each Proposed Nominee Associate of
such Proposed Nominee that would be required to be
disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies
for election of Directors in an election contest
pursuant to Section 14 of the Exchange Act (even if an
election contest is not involved); and
                      (ii) as to each stockholder of record giving
the notice, and each beneficial owner, if different than the
stockholder of record, on whose behalf the nomination is being
made,
(A) the name and record address of such person and of each
Stockholder Associate of each such person;
(B) (1)  the number of shares of each class or series of shares
of stock of the Corporation which are owned beneficially or of
record, directly or indirectly, by such person and each
Stockholder Associate of such person,
(2) whether and the extent to which any derivative instrument,
swap, option, warrant, short interest, hedge or profit interest
or other transaction has been entered into by or on behalf of
such person, or by or on behalf of any Stockholder Associate,
with respect to shares of stock of the Corporation, and
(3) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any short
position or any borrowing or lending of shares of stock of the
Corporation) has been made by or on behalf of such person, or by
or on behalf of any Stockholder Associate of such person, when
the effect or intent of any of the foregoing is to mitigate loss
to, or to manage risk or benefit of Share price changes for, such
person, or any Stockholder Associate of such person, or to
increase or decrease the voting power or

pecuniary or economic interest of such person, or any
Stockholder Associate of such person, with respect to shares
of stock of the Corporation;
(C) a description of all agreements, arrangements, or
understandings (whether written or oral) between such person, and
any Stockholder Associate of such person, and any proposed
nominee or any other person or persons (including their names)
pursuant to which the nomination(s) are being made by such
person, and any material interest of such person, and any
Stockholder Associate, in such nomination, including any
anticipated benefit therefrom to such person, and any Stockholder
Associate of such person;
(D) a description of all commercial and professional
relationships and transactions between or among any such person,
or any Stockholder Associate of any such person, and any other
person or persons known to such person or Stockholder Associate
to have a material interest in such nomination;
(E) all information relating to such person and each Stockholder
Associate of such person that would be required to be disclosed
in a proxy statement or other filings required to be made in
connection with the solicitation of proxies for election of
Directors in an election contest pursuant to Section 14 of the
Exchange Act (even if an election contest is not involved); and
(F) a representation that the stockholder(s) giving notice
intends to appear in person or by proxy at the annual meeting to
nominate the person(s) named in the notice.

                     (iii) Such notice must be accompanied by a
certificate executed by the Proposed Nominee certifying that such
Proposed Nominee (a) is not, and will not become a party to, any
agreement, arrangement or understanding with any person or entity
other than the Corporation in connection with service or action
as a Director of the Corporation that has not been disclosed to
the Corporation, (b) will serve as a Director of the Corporation
if elected, and (c) satisfies the Director qualifications as set
out in Section 17 of Article III of these By-Laws.

(e) A stockholder or stockholders of record providing notice of
any nomination proposed to be made at an annual meeting shall
further update and supplement such notice, if necessary, so that:
(i) the information provided or required to be provided in such
notice pursuant to this Section 13 of this Article II shall be
true and correct as of the record date for determining the
stockholders entitled to receive notice of the annual meeting,
and such update and supplement shall be delivered to or be mailed
and received by the Secretary at the principal executive offices
of the Corporation not later than five (5) business days after
the record date for determining the stockholders entitled to
receive notice of such annual meeting; and
(ii) any subsequent information reasonably requested by the Board
of Directors to determine that the Proposed Nominee has met the
Director qualifications as set out in Section 17 of this Article
III is provided, and such update and supplement shall be
delivered to or be mailed and received by the Secretary at the
principal executive offices of the Corporation not later than
five (5) business days after the request by the Board of
Directors for subsequent information regarding Director
qualifications has been delivered to or mailed and received by
such stockholder of record, or group of stockholders of record,
providing notice of any nomination.
(f) No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures
set forth in this Section 13 of this Article II.  If the chair of
the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chair shall declare
to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
(g) Notwithstanding any provision of this Section 13 of this
Article II to the contrary, a nomination of persons for election
to the Board of Directors may be submitted for inclusion in the
Corporation's proxy materials to the extent required by rules
adopted from time to time by the SEC providing for such
nominations and inclusion and interpretations thereof ("proxy
access rules"), and, if such nomination is submitted under the
proxy access rules, such submission:
(i) in order to be timely, must be delivered to, or be mailed and
received by, the Secretary at the principal executive offices of
the Corporation no later than 120 calendar days before the
anniversary of the date that the Corporation mailed (or otherwise
disseminated) its proxy materials for the prior year's annual
meeting (or such other date as may be set forth in the proxy
access rules for companies without advance notice bylaws);
(ii) in all other respects, must be made pursuant to, and in
accordance with, the terms of the proxy access rules, as in
effect at the time of the nomination, or any successor rules or
regulations of the SEC then in effect; and
(iii) must provide the Corporation with any other information
required by this Section 13 of this Article II, by applicable
law, the Declaration or a resolution of the Directors for
nominations not made under the proxy access rules, except to the
extent that requiring such information to be furnished is
prohibited by the proxy access rules.  The provisions of this
paragraph (g) of this Section 13 of this Article II do not
provide stockholders of the Corporation with any rights, nor
impose upon the Corporation any obligations, other than the
rights and obligations set forth in the proxy access rules.
(h) If information submitted pursuant to this Section 13 of this
Article II by any stockholder proposing a nominee for election as
a Director shall be inaccurate or incomplete in any material
respect, such information may be deemed not to have been
provided, and the nomination in respect of which such information
is required by this Section 13 may be deemed not to have been
made, in accordance with this Section 13 of this Article II. Any
such stockholder shall notify the Corporation of any inaccuracy
or incompleteness (within two business days of becoming aware of
such inaccuracy or incompleteness) in any such information.


ARTICLE III

BOARD OF DIRECTORS

      SECTION 1. General Powers. Except as otherwise provided in
the Charter, the business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. All powers
of the Corporation may be exercised by or under authority of the
Board of Directors except as conferred on or reserved to the
stockholders by law, by the Charter or by these Bylaws.
      SECTION 2. Number, Election and Term of Directors. The
number of directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a majority of the
directors then in office; provided, however, that the number of
directors shall in no event be fewer than the minimum number
required by the MGCL nor more than twelve (12). The Board of
Directors shall be divided into three classes. Within the limits
above specified, the number of directors in each class shall be
determined by resolution of the Board of Directors. Upon
expiration of the term of office of each class of Directors, the
number of directors in such class, as determined by the Board of
Directors, shall be elected for a term of three years to succeed
the directors whose terms of office expire. The directors shall
be elected at the annual meeting of the stockholders, except as
provided in Section 4 of this Article III, and each director
elected shall hold office until his successor shall have been
elected and shall have qualified, or until his death, or until he
or she shall have resigned or have been removed as provided in
these Bylaws, or as otherwise provided by statute or the Charter.
Any vacancy created by an increase in directors may be filled in
accordance with Section 4 of this Article III. No reduction in
the number of directors shall have the effect of removing any
director from office prior to the expiration of his term unless
the director is specifically removed pursuant to the MGCL at the
time of the decrease. A director need not be a stockholder of the
Corporation, a citizen of the United States or a resident of the
State of Maryland.
      SECTION 3. Resignation. A director of the Corporation may
resign at any time by giving written notice of his resignation to
the Board of Directors or the Chairman of the Board or to the
President or the Secretary of the Corporation. Any resignation
shall take effect immediately upon its receipt or at such later
time specified in the resignation. Acceptance of a resignation
shall not be necessary to make it effective unless the
resignation states otherwise.
      SECTION 4. Vacancies. If for any reason any or all the
directors cease to be directors, such event shall not terminate
the Corporation or affect these Bylaws or the powers of the
remaining directors hereunder, if any. Pursuant to the
Corporation's election to be subject to Section 3-804(c) of the
Maryland General Corporation Law (the "MGCL"), except as may be
provided by the Board of Directors in setting the terms of any
class or series of preferred stock and subject to the Investment
Company Act, (a) any vacancy on the Board of Directors may be
filled only by a majority of the remaining directors, even if the
remaining directors do not constitute a quorum and (b) any
director elected to fill a vacancy shall serve for the remainder
of the full term of the class in which the vacancy occurred and
until a successor is elected and qualifies. In the event that at
any time a vacancy exists in any office of a director that may
not be filled by the remaining directors under the Investment
Company Act, a special meeting of the stockholders shall be held
as promptly as possible and in any event within sixty (60) days,
for the purpose of filling the vacancy or vacancies.
      SECTION 5. Place of Meetings. Meetings of the Board may be
held at any place that the Board of Directors may from time to
time determine or that is specified in the notice of the meeting.
      SECTION 6. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at the time and place
determined by the Board of Directors.
      SECTION 7. Special Meetings. Special meetings of the Board
of Directors may be called by three (3) or more directors of the
Corporation or by the Chairman of the Board or the President.
      SECTION 8. Annual Meeting. The annual meeting of the newly
elected and other directors shall be held as soon as practicable
after the meeting of stockholders at which the newly elected
directors were elected. No notice of such annual meeting shall be
necessary if held immediately after the adjournment, and at the
site, of the meeting of stockholders. If not so held, notice
shall be given as hereinafter provided for special meetings of
the Board of Directors.
      SECTION 9. Notice of Special Meetings. Notice of each
special meeting of the Board of Directors shall be given by the
Secretary as hereinafter provided. Each notice shall state the
time and place of the meeting and shall be delivered to each
director, either personally, by electronic mail or other legally
permissible electronic transmission or by telephone or other
standard form of telecommunication, at least twenty-four (24)
hours before the time at which the meeting is to be held, or by
first-class mail, postage prepaid, addressed to the director at
his residence or usual place of business, and mailed at least
three (3) days before the day on which the meeting is to be held.
      SECTION 10. Waiver of Notice of Meetings. Notice of any
special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of
notice that is filed with the records of the meeting or who shall
attend the meeting.
      SECTION 11. Quorum and Voting.
(a) General. A majority of the entire Board of Directors shall
constitute a quorum for transaction of business at any meeting of
the Board of Directors and, except as otherwise expressly
required by statute, the Charter, these Bylaws, the Investment
Company Act, or any other applicable statute, the act of a
majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board. In the absence
of a quorum at any meeting of the Board, a majority of the
directors present may adjourn the meeting to another time and
place until a quorum shall be present. Notice of the time and
place of any adjourned meeting shall be given to the directors
who were not present at the time of the adjournment and, unless
the time and place were announced at the meeting at which the
adjournment was taken, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as
originally called. The directors present at a meeting which has
been duly called and at which a quorum has been established may
continue to transact business until adjournment, notwithstanding
the withdrawal from the meeting of enough directors to leave
fewer than required to establish a quorum.
(b) Extraordinary Transactions. The affirmative vote of two-
thirds of the entire Board of Directors shall be required to
approve or declare advisable:
(1) The liquidation or dissolution of the Corporation and any
amendment to the Charter to effect any such liquidation or
dissolution; or
(2) Any merger, consolidation, share exchange or sale or exchange
of all or substantially all of the assets of the Corporation that
the MGCL requires be approved by the stockholders of the
Corporation.

      SECTION 12. Organization. The Board of Directors may
designate a Chairman of the Board, who shall preside at each
meeting of the Board. In the absence or inability of the Chairman
of the Board to act, the President, or, in his absence or
inability to act, another director chosen by a majority of the
directors present, shall act as chairman of the meeting and
preside at the meeting. The Secretary (or, in his absence or
inability to act, any person appointed by the chairman) shall act
as Secretary of the meeting and keep the minutes of the meeting.
      SECTION 13. Committees. The Board of Directors may designate
one (1) or more committees of the Board of Directors, each
consisting of one (1) or more directors. To the extent provided
in the resolution, and permitted by law, the committee or
committees shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation. Any committee or committees shall have the name or
names determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of
its meetings and provide those minutes to the Board of Directors
when required. The members of a committee present at any meeting,
whether or not they constitute a quorum, may appoint a director
to act in the place of an absent member.
      SECTION 14. Written Consent of Directors in Lieu of a
Meeting. Subject to the provisions of the Investment Company Act,
any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee of the Board may be
taken without a meeting if all members of the Board or committee,
as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the proceedings of the
Board or committee.
      SECTION 15. Telephone Conference. Members of the Board of
Directors or any committee of the Board may participate in any
Board or committee meeting by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at the meeting.
      SECTION 16. Compensation. Each director shall be entitled to
receive compensation, if any, as may from time to time be fixed
by the Board of Directors, including a fee for each meeting of
the Board or any committee thereof, regular or special, he or she
attends. Directors may also be reimbursed by the Corporation for
all reasonable expenses incurred in traveling to and from the
place of a Board or committee meeting.
      SECTION 17. Qualification.
                  (a) After shares of stock of the Corporation have
been publicly offered, only persons satisfying the following
qualification requirements applicable to all Directors may be
nominated, elected, appointed, qualified or seated ("nominated or
seated") to serve as Directors:
(i) An individual nominated or seated as a Director shall be at
least twenty-one (21) years of age and not older than such age as
shall be set forth in a written instrument signed or adopted by
not less than two-thirds of the Directors then in office and not
under legal disability;
(ii) An individual nominated or seated as a Director shall, at
the time the individual is nominated or seated, serve as a
director of no more than 5 companies having securities registered
under the Exchange Act or treated as public reporting companies
under any comparable regulatory regime (investment companies
having the same investment adviser or investment advisers in a
control relationship with each other shall all be counted as a
single company for this purpose);

                     (iii) Except as set forth in this
Section 17 of this Article III, an individual nominated
or seated as a Director shall not be an employee,
officer, partner, member, director or record or
beneficial owner of 5% or more of any class of
securities of (A) any investment adviser or person in a
control relationship with such investment adviser (other
than the Corporation's investment adviser or any
investment adviser in a control relationship with the
Corporation's investment adviser), (B) any collective
investment vehicle, including the Corporation, primarily
engaged in the business of investing in "investment
securities" (as defined in the Investment Company Act)
(an "investment fund") (other than by reason of being an
employee, officer, partner, member, director or
controlling person of the Corporation's investment
adviser, any investment adviser in a control
relationship with the Corporation's investment adviser
or any person in a control relationship with any of the
foregoing) or (C) an entity controlling or controlled by
any investment adviser (other than the Corporation's
investment adviser or any investment adviser in a
control relationship with the Corporation's investment
adviser or any person in a control relationship with any
of the foregoing) or investment fund unless a majority
of the Board of Directors shall have determined by
resolution that such relationship will not present undue
conflicts or impede either the ability of the individual
to discharge the duties of a Director or the free flow
of information between the Corporation's investment
adviser and the Board of Directors;

(iv) An individual nominated or seated as a Director shall not
have been charged (unless such charges were dismissed or the
individual was otherwise exonerated) with a criminal offense
involving moral turpitude, dishonesty or breach of trust, or have
been convicted or have pled guilty or nolo contendere with
respect to a felony under the laws of the United States or any
state thereof;
(v) An individual nominated or seated as a Director shall not be
and shall not have been subject to any censure, order, consent
decree (including consent decrees in which the respondent has
neither admitted nor denied the findings) or adverse final action
of any federal, state or foreign governmental or regulatory
authority (including self-regulatory organizations), barring or
suspending such individual from participation in or association
with any investment-related business or restricting such
individual's activities with respect to any investment-related
business (collectively, "Prohibited Conduct"),  nor shall an
individual nominated or seated as a Director be the subject of
any investigation or proceeding that could reasonably be expected
to result in an individual nominated or seated as a Director
failing to satisfy the requirements of this paragraph, nor shall
any individual nominated or seated as a Director be or have
engaged in any conduct which has resulted in, or could have
reasonably been expected or would reasonably be expected to
result in, the SEC censuring, placing limitations on the
activities, functions, or operations of, suspending, or revoking
the registration of any investment adviser under Section 203(e)
or (f) of the Investment Advisers Act of 1940;
(vi) An individual nominated or seated as a Director shall not be
and shall not have been the subject of any of the ineligibility
provisions contained in Section 9(a) of the Investment Company
Act that would result in, or could have reasonably been expected
or would reasonably be expected to result in such individual or a
company of which such individual is an affiliated person (as
defined in Section 2(a)(3) of the Investment Company Act) being
ineligible, in the absence of an exemptive order under Section
9(c) of the Investment Company Act, to serve or act in the
capacity of employee, officer, director, member of an advisory
board, investment adviser, or depositor of any registered
investment company, or principal underwriter for any registered
investment company, registered unit investment trust, or
registered face-amount certificate company;

                     (vii) An individual nominated or seated as a
Director shall not be and shall not have been the subject of any
of the ineligibility provisions contained in Section 9(b) of the
Investment Company Act that, in the absence of an exemptive
order under Section 9(c) of the Investment Company Act, would
permit, or could reasonably have been expected or would
reasonably be expected to permit the SEC by order to prohibit,
conditionally or unconditionally, either permanently or for a
period of time, such individual from serving or acting as an
employee, officer, director, member of an advisory board,
investment adviser or depositor of, or principal underwriter
for, a registered investment company or affiliated person (as
defined in Section 2(a)(3) of the Investment Company Act) of
such investment adviser, depositor, or principal underwriter;
                    (viii) An individual nominated or seated as an
Independent Director shall not be an "interested person," as
defined under Section 2(a)(19) of the Investment Company Act, of
the Corporation;
(ix) An individual nominated or seated as a Director shall not be
the beneficial owner of, or be a person party to an agreement,
arrangement, understanding or practice for sharing information or
decisions concerning shareholder actions or the acquisition,
disposition or voting of shares of stock of the Corporation, who
in the aggregate are the beneficial owners of 5% or more of the
outstanding shares of any class of shares of stock of the
Corporation (each such person other than the Corporation's
investment adviser, any investment adviser in a control
relationship with the Corporation's investment adviser or any
person in a control relationship with any of the foregoing, a "5%
Holder") and shall not have a Disclosure Relationship with a 5%
Holder;
(x) An individual nominated or seated as a Director shall not,
and any immediate family member of such nominee shall not, be
employed or have been employed within the last two full calendar
years and current year by, or have, or have had within the last
two full calendar years and current year any material commercial
or professional relationship with, any 5% Holder or any person
who controls, is controlled by, is under common control with or
acts in concert with any 5% Holder;
(xi) An individual nominated or seated as a Director shall not,
and any immediate family member of such nominee shall not, have
accepted directly or indirectly, during the calendar year of the
election for which such individual is nominated or seated or
during the immediately preceding calendar year, any consulting,
advisory, or other compensatory fee from any 5% Holder or from
any person who controls, is controlled by, is under common
control with or acts in concert with any 5% Holder;

                     (xii) An individual nominated or seated as a
Director shall not, and any immediate family member of such
nominee shall not, be an officer, director, general partner or
managing member (or person performing similar functions) of any
5% Holder or of any person who controls, is controlled by, is
under common control with or acting in concert with a 5% Holder;
                    (xiii) An individual nominated or seated as a
Director shall not, and any immediate family member of such
nominee shall not, be employed or have been employed within the
last two full calendar years and the current year by any
investment fund or any company or companies controlled by one or
more investment funds which in the aggregate beneficially own (A)
more than three percent (3%) of the outstanding voting shares of
stock of the Corporation, (B) securities issued by the
Corporation having an aggregate value in excess of five percent
(5%) of the total assets of such investment fund and any company
or companies controlled by such investment fund, (C) securities
issued by the Corporation and by all other investment funds
having an aggregate value in excess of ten percent (10%) of the
total assets of the investment company making such investment and
any company or companies controlled by the investment fund making
such investment, or (D) together with other investment funds
having the same investment adviser and companies controlled by
such investment funds, more than ten percent (10%) of the total
outstanding shares of stock of the Corporation (an investment
fund making such investment(s) and any company or companies
controlled by it in the aggregate owning securities in excess of
the amounts set forth in (A), (B), (C) or (D), but excluding any
investment fund managed by the Corporation's investment adviser
or an investment adviser in a control relationship with the
Corporation's investment adviser, being referred to as a "12(d)
Holder"), or by any person who controls, is controlled by, under
common control with or acts in concert with a 12(d) Holder;
                    (xiv) An individual nominated or seated as a
Director shall not, and any immediate family member of such
nominee shall not, have accepted directly or indirectly, during
the calendar year of the election for which such individual is
nominated or seated, or during the immediately preceding
calendar year, any consulting, advisory, or other compensatory
fee from any 12(d) Holder or from any person who controls, is
controlled by, is under common control with or acts in concert
with any 12(d) Holder;
                     (xv) An individual nominated or seated as a
Director shall not, and any immediate family member of such
nominee shall not, be an officer, director, partner or managing
member (or person performing similar functions) of any 12(d)
Holder or of any person who controls, is controlled by, is under
common control with or is acting in concert with a 12(d) Holder;
and
                    (xvi) An individual nominated or
seated as a Director shall not, and any immediate
family member of such nominee shall not, control or
act in concert with any 12(d) Holder or any person who
controls, is controlled by, is under common control
with or is acting in concert with a 12(d) Holder.

ARTICLE IV

OFFICERS, AGENTS AND EMPLOYEES

      SECTION 1. Number and Qualifications. The officers of the
Corporation shall be a President, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint one (1) or more Vice
Presidents and may also appoint any other officers, agents and
employees it deems necessary or proper. Any two (2) or more
offices may be held by the same person, except the office of
President, but no officer shall execute, acknowledge or verify in
more than one (1) capacity any instrument required by law to be
executed, acknowledged or verified in more than one capacity.
Officers shall be elected by the Board of Directors each year at
its first meeting held after the annual meeting of stockholders,
each to hold office until the meeting of the Board following the
next annual meeting of the stockholders and until his successor
shall have been duly elected and shall have qualified, or until
his death, or until he or she shall have resigned or have been
removed, as provided in these Bylaws. The Board of Directors may
from time to time elect such officers (including one or more
Assistant Vice Presidents, one or more Assistant Treasurers and
one or more Assistant Secretaries) and may appoint, or delegate
to the President the power to appoint, such agents as may be
necessary or desirable for the business of the Corporation. Such
other officers and agents shall have such duties and shall hold
their offices for such terms as may be prescribed by the Board or
by the appointing authority.
      SECTION 2. Resignations. Any officer of the Corporation may
resign at any time by giving written notice of his resignation to
the Board of Directors, the Chairman of the Board, the President
or the Secretary. Any resignation shall take effect immediately
upon its receipt or at such later time specified in the
resignation. The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the
resignation.
      SECTION 3. Removal of Officer or Agent. Any officer or agent
of the Corporation may be removed, with or without cause, by the
Board of Directors if in its judgment the best interests of the
Corporation would be served thereby. The Board may delegate the
power of removal as to agents not elected or appointed by the
Board of Directors. Removal shall be without prejudice to the
person's contract rights, if any, but the appointment of any
person as an officer or agent of the Corporation shall not of
itself create contract rights.
      SECTION 4. Vacancies. A vacancy in any office, whether
arising from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the office
that shall be vacant, in the manner prescribed in these Bylaws
for the regular election or appointment to the office.
      SECTION 5. Compensation. The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but
this power may be delegated to any officer with respect to other
officers under his control.
      SECTION 6. Bonds or Other Security. If required by the
Board, any officer, agent or employee of the Corporation shall
give a bond or other security for the faithful performance of his
duties, in an amount and with any surety or sureties as the Board
may require.
      SECTION 7. President. The President shall be the Chief
Executive Officer of the Corporation. In the absence or inability
of the Chairman of the Board (or if there is none) to act, the
President shall preside at all meetings of the stockholders and
of the Board of Directors. The President shall have, subject to
the control of the Board of Directors, general charge of the
business and affairs of the Corporation, and may employ and
discharge employees and agents of the Corporation, except those
elected or appointed by the Board, and he or she may delegate
these powers.
      SECTION 8. Vice President. Each Vice President shall have
the powers and perform the duties that the Board of Directors or
the President may from time to time prescribe.
      SECTION 9. Treasurer. Subject to the provisions of any
contract that may be entered into with any custodian pursuant to
authority granted by the Board of Directors, the Treasurer shall
have charge of all receipts and disbursements of the Corporation
and shall have or provide for the custody of the Corporation's
funds and securities; he or she shall have the full authority to
receive and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts, and warrants, in its
name and on its behalf and to give full discharge for the same;
he or she shall deposit all funds of the Corporation, except
those that may be required for current use, in such banks or
other places of deposit as the Board of Directors may from time
to time designate; and, in general, he or she shall perform all
duties incident to the office of Treasurer and such other duties
as may from time to time be assigned to him or her by the Board
of Directors or the President.
      SECTION 10. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for
the purpose, the minutes of all meetings of the Board of
Directors, the committees of the Board and the stockholders;
(b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) be custodian of the records and the seal of the Corporation
and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such
Certificates shall be a facsimile, as hereinafter provided) and
affix and attest the seal to all other documents to be executed
on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed
are properly kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him or her by the Board of Directors or the
President.

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

ARTICLE V

STOCK

      SECTION 1. Stock Certificates. Unless otherwise provided by
the Board of Directors, each holder of stock of the Corporation
shall be entitled upon specific written request to such person as
may be designated by the Corporation to have a certificate or
certificates representing the shares of stock held by such
holder. In the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be in such
form as prescribed by the Board of Directors or a duly authorized
officer, shall contain the statements and information required by
the MGCL and shall be signed by the officers of the Corporation
in the manner permitted by the MGCL. In the event that the
Corporation issues shares of stock without certificates, to the
extent then required by the MGCL, the Corporation shall provide
to the record holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates. There shall be no differences in the rights and
obligations of stockholders based on whether or not their shares
are represented by certificates.
      SECTION 2. Stock Ledger. There shall be maintained a stock
ledger containing the name and address of each stockholder and
the number of shares of stock of each class the shareholder
holds. The stock ledger may be in written form or any other form
which can be converted within a reasonable time into written form
for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the principal office of the Corporation
or at any other office or agency specified by the Board of
Directors.
      SECTION 3. Transfers of Shares. Transfers of shares of stock
of the Corporation shall be made on the stock records of the
Corporation only by the registered holder of the shares, or by
his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the
record of stockholders as the owner of the share or shares for
all purposes, including, without limitation, the rights to
receive dividends or other distributions and to vote as the
owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or
shares on the part of any other person.
      SECTION 4. Regulations. The Board of Directors may authorize
the issuance of uncertificated securities. If stock certificates
are issued, the Board of Directors may make any additional rules
and regulations, not inconsistent with these Bylaws, as it may
deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one
or more transfer agents or one or more transfer clerks and one or
more registrars and may require all certificates for shares of
stock to bear the signature or signatures of any of them.
      SECTION 5. Lost, Destroyed or Mutilated Certificates. The
holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of its loss,
destruction or mutilation and the Corporation may issue a new
certificate of stock in the place of any certificate issued by it
that has been alleged to have been lost or destroyed or that
shall have been mutilated. The Board may, in its discretion,
require the owner (or his legal representative) of a lost,
destroyed or mutilated certificate: to give to the Corporation a
bond in a sum, limited or unlimited, and in a form and with any
surety or sureties, as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or
destruction of any such certificate, or issuance of a new
certificate. Anything herein to the contrary notwithstanding, the
Board of Directors, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.
      SECTION 6. Fixing of Record Date for Dividends,
Distributions, etc. The Board may fix, in advance, a date not
more than ninety (90) days preceding the date fixed for the
payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of common stock or other securities, as the record date
for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interests, and
in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment rights or interests.
ARTICLE VI
       INDEMNIFICATION, ADVANCE OF EXPENSES AND INSURANCE
      SECTION 1. Indemnification of Directors and Officers. Any
person who was or is a party or is threatened to be made a party
in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is
or was serving while a director or officer of the Corporation at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or employee benefit
plan, shall be indemnified by the Corporation against judgments,
penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit or proceeding to the
full extent permissible under the MGCL, the Securities Act of
1933, as amended, and the Investment Company Act, as those
statutes are now or hereafter in force, except that such
indemnity shall not protect any such person against any liability
to the Corporation or any stockholder thereof to which such
person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling
conduct").
      SECTION 2. Advances. Any current or former director or
officer of the Corporation claiming indemnification within the
scope of this Article VI shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him or her in connection with proceedings to which he or she is a
party in the manner and to the full extent permissible under the
MGCL, the Securities Act of 1933, as amended, and the Investment
Company Act, as those statutes are now or hereafter in force;
provided, however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his good
faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met and a written
undertaking to repay any such advance, if it should ultimately be
determined that the standard of conduct has not been met, and
provided further that at least one of the following additional
conditions is met: (a) the person seeking indemnification shall
provide a security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is insured
against losses arising by reason of the advance; or (c) a
majority of a quorum of directors of the Corporation who are
neither "interested persons" as defined in Section 2(a)(19) of
the Investment Company Act, nor parties to the proceeding
("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall determine, based on a review
of facts readily available to the Corporation at the time the
advance is proposed to be made, that there is reason to believe
that the person seeking indemnification will ultimately be found
to be entitled to indemnification.
      SECTION 3. Procedure. At the request of any current or
former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the MGCL, the Securities Act of 1933, as amended, and the
Investment Company Act, as those statutes are now or hereafter in
force, whether the standards required by this Article V have been
met; provided, however, that indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (b)
in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct, by (i)
the vote of a majority of a quorum of disinterested non-party
directors or (ii) an independent legal counsel in a written
opinion.
      SECTION 4. Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the
procedures set forth in this Article V to the extent permissible
under the MGCL, the Securities Act of 1933, as amended, and the
Investment Company Act, as those statutes are now or hereafter in
force, and to such further extent, consistent with the foregoing,
as may be provided by action of the Board of Directors or by
contract.
      SECTION 5. General; Other Rights. The rights to
indemnification and advance of expenses provided by the Charter
and these Bylaws shall vest immediately upon election of a
director or officer. Neither the amendment nor repeal of this
Article, nor the adoption or amendment of any other provision of
the Charter or these Bylaws inconsistent with this Article, shall
apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act
which occurred prior to such amendment, repeal or adoption. The
indemnification provided by this Article VI shall not be deemed
exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking such indemnification may be
entitled under any insurance or other agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action by a director or officer of the Corporation in his
official capacity and as to action by such person in another
capacity while holding such office or position, and shall
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
      SECTION 6. Insurance. The Corporation shall have the power
to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation,
or who, while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture,
trust, enterprise or employee benefit plan, against any liability
asserted against and incurred by him or her in any such capacity,
or arising out of his or her status as such, and reasonable
expenses incurred by him or her in connection with proceedings to
which he or she is made a party, provided that no insurance may
be obtained by the Corporation for liabilities against which the
Corporation is specifically prohibited from indemnifying him or
her under this Article VI or applicable law.

ARTICLE VII

FISCAL YEAR

      SECTION 1. Fiscal Year. The Corporation's fiscal year shall
be fixed by the Board of Directors.
      SECTION 2. Accountant.
(a) The Corporation shall employ an independent public accountant
or a firm of independent public accountants of national
reputation as its Accountant to examine the accounts of the
Corporation and to sign and certify financial statements filed by
the Corporation. The Accountant's certificates and reports shall
be addressed both to the Board of Directors and to the
stockholders. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the
employment forthwith without any penalty by vote of a majority of
the outstanding voting securities at any stockholders' meeting
called for that purpose.
(b) A majority of the members of the Board of Directors who are
not "interested persons" (as such term is defined in the
Investment Company Act) of the Corporation shall select the
Accountant at any meeting held within 30 days before or after the
beginning of the fiscal year of the Corporation or before the
annual stockholders' meeting in that year. Such selection shall
be submitted for ratification or rejection at the next succeeding
annual stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of
the Corporation's outstanding voting securities, either at the
meeting at which the rejection occurred or at a subsequent
meeting of stockholders called for that purpose.
(c) Any vacancy occurring between annual meetings, due to the
resignation of the Accountant, may be filled by the vote of a
majority of the members of the Board of Directors who are not
"interested persons" of the Corporation, as that term is defined
in the Investment Company Act, at a meeting called for the
purpose of voting on such action.

ARTICLE VIII

CUSTODY OF SECURITIES

      SECTION 1. Employment of a Custodian. The Corporation shall
place and at all times maintain in the custody of a Custodian
(including any sub-custodian for the Custodian) all funds,
securities and similar investments owned by the Corporation. The
Custodian (and any sub-custodian) shall be an institution
conforming to the requirements of Section 17(f) of the Investment
Company Act, and the rules of the Securities and Exchange
Commission thereunder. The Custodian shall be appointed from time
to time by the Board of Directors, which shall fix its
remuneration.
      SECTION 2. Termination of Custodian Agreement. Upon
termination of the Custodian Agreement or inability of the
Custodian to continue to serve, the Board of Directors shall
promptly appoint a successor Custodian, but in the event that no
successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors
shall call as promptly as possible a special meeting of the
stockholders to determine whether the Corporation shall function
without a Custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding shares of
stock entitled to vote of the Corporation, the Custodian shall
deliver and pay over all property of the Corporation held by it
as specified in such vote.

ARTICLE IX

AMENDMENTS

      These Bylaws may be amended or repealed by the affirmative
vote of two-thirds of the entire Board of Directors at any
regular or special meeting of the Board of Directors, subject to
the requirements of the Investment Company Act.
Amended and Restated as of November __, 2010.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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