EX-99.77E LEGAL

AllianceBernstein Real Estate Investment Fund
May-06

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and
Exchange Commission ("SEC") and the Office of New York Attorney
General ("NYAG")have been investigating practices in the mutual
fund industry identified as "market timing" and "late trading" of mutual
fund shares. Certain other regulatory authorities have also been
conducting investigations into these practices within the industry
and have requested that the Adviser provide information to them.
The Adviser has been cooperating and will continue to cooperate with
all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms
with the SEC and the NYAG for the resolution of regulatory claims
relating to the practice of "market timing" mutual fund shares in some
of the AllianceBernstein Mutual Funds. The agreement with the SEC is
reflected in an Order of the Commission ("SEC Order"). The agreement
with the NYAG is memorialized in an Assurance of Discontinuance dated
September 1, 2004 ("NYAG Order"). Among the key provisions of these
agreements are the following:

(i) The Adviser agreed to establish a $250 million
fund (the "Reimbursement Fund") to compensate mutual fund
shareholders for the adverse effects of market timing attributable
to market timing relationships described in the SEC Order. According
to the SEC Order, the Reimbursement Fund is to be paid, in order
of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii) a
proportionate share of advisory fees paid by such fund during the
period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives
from some of the AllianceBernstein long-term, open-end retail funds
until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Adviser's registered investment company clients,
including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order
and effective January 1, 2004, the Adviser began waiving a portion
of its advisory fee. On September 7, 2004, the Fund's investment
advisory agreement was amended to reflect the reduced advisory fee
at the annual rate of .55% of the first $2.5 billion, .45% of the
next $2.5 billion and .40% in excess of $5 billion, of the
Fund's average daily net assets.

A special committee of the Adviser's Board of Directors, comprised
of the members of the Adviser's Audit Committee and the other
independent member of the Adviser's Board, directed and oversaw
an internal investigation and a comprehensive review of the facts and
circumstances relevant to the SEC's and the NYAG's investigations.

In addition, the Independent Directors of the Fund ("the Independent
Directors") have initiated an investigation of the above-mentioned
Matters with the advice of an independent economic consultant and
Independent counsel. The Independent Directors have formed a special
committee to supervise the investigation.

On October 2, 2003, a purported class action complaint entitled
Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. ("Hindo
Complaint") was filed against the Adviser, Alliance Capital Management
Holding L.P. ("Alliance Holding"), Alliance Capital Management
Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain
officers of the Adviser ("Alliance defendants"), and certain other
defendants not affiliated with the Adviser, as well as unnamed
Doe defendants. The Hindo Complaint was filed in the United States
District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Funds. The Hindo Complaint
alleges that certain of the Alliance defendants failed to disclose
that they improperly allowed certain hedge funds and other unidentified
parties to engage in "late trading" and "market timing" of
AllianceBernstein Fund securities, violating Sections 11 and
15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange
Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek
an unspecified amount of compensatory damages and rescission of
their contracts with the Adviser, including recovery of all fees
paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various
federal and state courts against the Adviser and certain other
defendants. The plaintiffs in such lawsuits have asserted a variety
of theories for recovery including, but not limited to, violations
of the Securities Act, the Exchange Act, the Advisers Act, the
Investment Company Act, the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), certain state securities laws and common
law.  All state court actions against the Adviser either were
voluntarily dismissed or removed to federal court. On February 20, 2004,
the Judicial Panel on Multidistrict Litigation transferred all actions to
the United States District Court for the District of Maryland
(the "Mutual Fund MDL").

On September 29, 2004, plaintiffs filed consolidated amended complaints
With respect to four claim types: mutual fund shareholder claims; mutual
fund derivative claims; derivative claims brought on behalf of Alliance
Holding; and claims brought under ERISA by participants in the Profit
Sharing Plan for Employees of the Adviser. All four complaints include
substantially identical factual allegations, which appear to be based
in large part on the SEC Order and the NYAG Order. The claims in the
mutual fund derivative consolidated amended complaint are generally based
on the theory that all fund advisory agreements, distribution agreements
and 12b-1 plans between the Adviser and the AllianceBernstein Funds
should be invalidated, regardless of whether market timing occurred
in each individual fund, because each was approved by fund trustees
on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The
claims asserted in the other three consolidated amended complaints are
similar to those that the respective plaintiffs asserted in their
previous federal lawsuits. All of these lawsuits seek an unspecified
amount of damages.

On April 21, 2006, the Adviser and attorneys for the plaintiffs
in the mutual fund shareholder claims, mutual fund derivative
claims, and ERISA claims entered into a confidential memorandum
of understanding ("MOU") containing their agreement to settle these
claims. The agreement will be documented by a stipulation of settlement
and will be submitted for court approval at a later date.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum
From the Office of the Attorney General of the State of West
Virginia and (ii) a request for information from West Virginia's Office
of the State Auditor, Securities Commission (the "West Virginia
Securities Commissioner") (together, the "Information Requests").
Both Information Requests require the Adviser to produce
documents concerning, among other things, any market timing or late
trading in the Adviser's sponsored mutual funds. The Adviser responded
to the Information Requests and has been cooperating fully with the
investigation.

On April 11, 2005, a complaint entitled The Attorney General of the
State of West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint")
was filed against the Adviser, Alliance Holding, and various other
defendants not affiliated with the Adviser. The WVAG Complaint was filed
in the Circuit Court of Marshall County, West Virginia by the Attorney
General of the State of West Virginia. The WVAG Complaint makes factual
allegations generally similar to those in the Hindo Complaint. On October
19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the West
Virginia Securities Commissioner signed a Summary Order to Cease and
Desist, and Notice of Right to Hearing addressed to the Adviser and
Alliance Holding. The Summary Order claims that the Adviser and
Alliance Holding violated the West Virginia Uniform Securities Act, and
makes factual allegations generally similar to those in the Commission
Order and the NYAG Order. On January 26, 2006, the Adviser, Alliance
Holding, and various unaffiliated defendants filed a Petition for
Writ of Prohibition and Order Suspending Proceedings in West Virginia
state court seeking to vacate the Summary Order and for other
relief. On April 12, 2006, respondents' petition was
denied. On May 4, 2006, respondents appealed the court's determination.

On June 22, 2004, a purported class action complaint entitled
Aucoin, et al. v. Alliance Capital Management L.P., et al.
("Aucoin Complaint") was filed against the Adviser, Alliance
Holding , Alliance Capital Management Corporation, AXA Financial, Inc.,
AllianceBernstein Investment Research & Management, Inc., certain
current and former directors of the AllianceBernstein Mutual Funds,
and unnamed Doe defendants. The Aucoin Complaint names certain of the
AllianceBernstein mutual funds as nominal defendants. The Aucoin
Complaint was filed in the United States District Court for the Southern
District of New York by alleged shareholders of an AllianceBernstein
mutual fund. The Aucoin Complaint alleges, among other things, (i) that
certain of the defendants improperly authorized the payment of excessive
commissions and other fees from fund assets to broker-dealers in
exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements
and other reports material facts concerning such payments, and
(iii) that certain defendants caused such conduct as control persons
of other defendants. The Aucoin Complaint asserts claims for violation
of Sections 34(b), 36(b) and 48(a) of the Investment Company Act,
Sections 206 and 215 of the Advisers Act, breach of common law fiduciary
duties, and aiding and abetting breaches of common law fiduciary
duties. Plaintiffs seek an unspecified amount of compensatory damages
and punitive damages, rescission of their contracts with the
Adviser, including recovery of all fees paid to the Adviser pursuant
to such contracts, an accounting of all fundrelated fees, commissions
and soft dollar payments, and restitution of all unlawfully
or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants. All nine
of the lawsuits (i) were brought as class actions filed in the United
States District Court for the Southern District of New York, (ii) assert
claims substantially identical to the Aucoin Complaint, and (iii) are
brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended class
action complaint ("Aucoin Consolidated Amended Complaint") that asserts
claims substantially similar to the Aucoin Complaint and the nine
additional lawsuits referenced above. On October 19, 2005, the District
Court dismissed each of the claims set forth in the Aucoin Consolidated
Amended Complaint, except for plaintiffs' claim under Section 36(b) of the
Investment Company Act. On January 11, 2006, the District Court granted
defendants' motion for reconsideration and dismissed the remaining
Section 36(b) claim. On May 31, 2006 the District Court denied
plaintiffs' motion for leave to file an amended complaint.

It is possible that these matters and/or other developments resulting
from these matters could result in increased redemptions of the
AllianceBernstein Mutual Funds' shares or other adverse consequences
to the AllianceBernstein Mutual Funds. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds
to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the AllianceBernstein Mutual
Funds. However, the Adviser believes that these matters are not likely
to have a material adverse effect on its ability to perform advisory
services relating to the AllianceBernstein Mutual Funds.

EX-99.77D POLICIES

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
Total return from long-term growth of capital and income principally through
investing in equity securities of companies that are primarily engaged in or
related to the real estate industry.
Non-fundamental:
The Fund's investment objective is total return from long-term growth of
capital and income.

Fundamental Investment Policies:
The Fund is a diversified fund as a matter of fundamental policy.

Related fundamental policies:
The Fund may not with respect to 75% of its total assets, have such assets
represented by other than: (a) cash and cash items, (b) U.S. Government
securities, or (c) securities of any one issuer (other than the U.S.
Government and its agencies or instrumentalities) not greater in value
than 5% of the Fund's total assets, and not more than 10% of the outstanding
voting securities of such issuer.

The Fund may not purchase the securities of any one issuer, other than the
U.S. Government and its agencies or instrumentalities, if as a result (a)
the value of the holdings of the Fund in the securities of such issuer
exceeds 25% of its total assets, or (b) the Fund owns more than 25% of the
outstanding securities of any one class of securities of such issuer.
The Fund is diversified.


Related fundamental policies eliminated.
The Fund may not invest 25% or more of its total assets in the securities of
issuers conducting their principal business activities in any one industry,
other than the real estate industry in which the Fund will invest at
least 25% or more of its total assets, except that this restriction does not
apply to U.S. Government securities.
The Fund may not concentrate investments in an industry, other than the real
estate industry, as concentration may be defined under the 1940 Act or the
rules and regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations of,
or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Fund may not purchase or sell real estate, except that it may purchase
and sell securities of companies which deal in real estate or interests
therein, including Real Estate Equity Securities.





Related non-fundamental policy:
In connection with the qualification or registration of the Fund's shares
for sale under the securities laws of certain states, the Fund has agreed,
in addition to the foregoing investment restrictions, and as a matter of non-
fundamental investment policy, that it will not  purchase or sell real
property (excluding REITs and readily marketable securities of companies
which invest in real estate).
The Fund may not purchase or sell real estate except that it may dispose of
real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business, including Real Estate Equity
Securities.

Related non-fundamental policy eliminated.
The Fund may not pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowings.
Policy eliminated.
The Fund may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objectives and policies; (b)
the lending of portfolio securities; or (c) the use of repurchase agreements.
The Fund may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Fund may not participate on a joint or joint and several basis in any
securities trading account.
Policy eliminated.
The Fund may not invest in companies for the purpose of exercising control.
Policy eliminated.
The Fund may not issue any senior security within the meaning of the 1940 Act.


Related fundamental policy.

The Fund may not borrow money except for temporary or emergency purposes
or to meet redemption requests, in an amount not exceeding 5% of the
value of its total assets at the time the borrowing is made.
The Fund may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.

For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives
such as swaps are not deemed to involve the issuance of a senior security.

Related fundamental policy eiminated.
The Fund may not make short sales of securities or maintain a short
position, unless at all times when a short position is open not more than 25%
of the Fund's net assets (taken at market value) is held as collateral for
such sales at any one time.
Policy eliminated.
The Fund may not purchase or sell commodities or commodity contracts
including futures contracts.
The Fund may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.
The Fund may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Fund may not purchase securities on margin, except for such short-term
credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Fund may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Fund may obtain such short-term credits as are necessary for the clearance
of portfolio transactions, and the Fund may make margin payments in
connection with futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments.
The Fund may not act as an underwriter of securities, except that the Fund
may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act.
The Fund may not act as an underwriter of securities of other issuers, except
that the Fund may acquire restricted securities under circumstances in
which, if such securities were sold, the Fund might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended (the
"Securities Act").

Non-Fundamental Investment Policies:
The Fund may enter into repurchase agreements of up to seven days' duration.
The Fund may enter into repurchase agreements.
The Fund may make loans of portfolio securities of up to 25% of its total
assets.
The Fund may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute,
rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act.
The Fund may invest up to 20% of its net assets in mortgage-backed
securities and short-term investments.
The Fund may invest in mortgage-backed securities and short-term investments.

The Fund may invest in derivatives, including options, futures, forwards
and swaps.

The Fund may invest in foreign securities.
The Fund may invest up to 15% of its net assets in convertible securities.
The Fund may invest in convertible securities.
The Fund may invest up to 10% of its net assets in rights or warrants.
The Fund may invest in rights or warrants.
The Fund may make forward commitments not exceeding 30% of its net assets.
The Fund may make forward commitments.
The Fund will limit its investments in illiquid securities to no more
than 15% of its net assets.



Related non-fundamental policy:
In connection with the qualification or registration of the Fund's
shares for sale under the securities laws of certain states, the Fund has
agreed, in addition to the foregoing investment restrictions, and as a
matter of non-fundamental investment policy, that it will not invest more
than 10% of its total assets in restricted securities (excluding securities
that may be resold pursuant to Rule 144A under the Securities Act).
The Fund will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.

Related non-fundamental policy eliminated.

The Fund may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.
In connection with the qualification or registration of the Fund's shares
for sale under the securities laws of certain states, the Fund has agreed,
in addition to the foregoing investment restrictions, and as a matter of
non-fundamental investment policy, that it will not  invest more than 5%
of its total assets in warrants, except for warrants acquired by the Fund
as a part of a unit or attached to securities, provided that not more than
2% of the Fund's net assets may be invested in warrants that are not listed
on the New York Stock Exchange (the "Exchange") or American Stock Exchange.
Policy eliminated.



SK 00250 0450 687669

EX-99.77Q1 OTHR EXHB

AllianceBernstein Real Estate Investment Fund, Inc.	Exhibit 77Q-1
811-07707

AMENDED AND RESTATED BYLAWS
OF
ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND, INC.

________________

ARTICLE I.	Offices	1
Section 1.	Principal Office in Maryland	1
Section 2.	Other Offices	1
ARTICLE II.	Meetings of Stockholders	1
Section 1.	Place of Meeting	1
Section 2.	Annual Meetings	1
Section 3.	Notice of Stockholders Meeting	1
Section 4.	Special Meetings	2
Section 5.	Quorum	7
Section 6.	Voting	7
Section 7.	Proxies	8
Section 8.	Organization and Conduct	8
Section 9.	Record Date	9
Section 10.	Inspectors of Election	10
Section 11.	Adjournment	11
Section 12.	Advance Notice of Stockholder Nominees For Director and Other
Stockholder Proposals	12
ARTICLE III.	Board of Directors	17
Section 1.	Number and Term	17
Section 2.	Vacancies and Newly-Created Directorships	17
Section 3.	Powers	18
Section 4.	Meetings	18
Section 5.	Regular Meetings	18
Section 6.	Special Meetings	18
Section 7.	Notice	18
Section 8.	Quorum	19
Section 9.	Voting	20
Section 10.	Organization	20
Section 11.	Telephone Meetings	20
Section 12.	Consent by Directors Without a Meeting	21
Section 13.	Surety Bonds	21
Section 14.	Reliance	21
Section 15.	Fees and Expenses	21
ARTICLE IV.	Committees	22
Section 1.	Number, Tenure and Qualifications	22
Section 2.	Powers	22
Section 3.	Meetings	22
Section 4.	Telephone Meetings	22
Section 5.	Consent by Committees without a Meeting	23
Section 6.	Vacancies	23
ARTICLE V.	Waiver of Notice	23
ARTICLE VI.	Chairman of the Board of Directors and Officers	24
Section 1.	General	24
Section 2.	Tenure of Officers	24
Section 3.	Removal and Resignation	24
Section 4.	Chairman of the Board of Directors	25
Section 5.	President and Chief Executive Officer	25
Section 6.	Vice Presidents	26
Section 7.	Secretary	26
Section 8.	Assistant Secretaries	26
Section 9.	Treasurer	27
Section 10.	Assistant Treasurers	27
ARTICLE VII.	Certificates of Stock	27
Section 1.	Certificates	27
Section 2.	Transfers when Certificates Issued	28
Section 3.	Replacement Certificate when Certificates Issued	28
Section 4.	Record Holders; Transfers Generally	29
ARTICLE VIII.	Miscellaneous	29
Section 1.	Reserves	29
Section 2.	Dividends	29
Section 3.	Capital Gains Distributions	29
Section 4.	Checks	30
Section 5.	Fiscal Year	30
Section 6.	Seal	30
Section 7.	Insurance Against Certain Liabilities	30
ARTICLE IX.	Indemnification	30
ARTICLE X.	Amendments	32

ARTICLE I.
Offices

Section 1.   Principal Office in Maryland.  The Corporation shall have a
principal office in the City of Baltimore, State of Maryland.
Section 2.   Other Offices.  The Corporation may have offices also at such
other places as the Board of Directors may from time to time determine or
as the business of the Corporation may require.
ARTICLE II.
Meetings of Stockholders

Section 1.   Place of Meeting.  Subject to Section 4(b)(4) of this
Article II, meetings of stockholders shall be held at such place as
shall be fixed from time to time by the Board of Directors.
Section 2.   Annual Meetings.  The Corporation shall not be required
to hold an annual meeting of stockholders in any year in which the
election of directors is not required to be acted upon under the
Investment Company Act of 1940, as amended (the "1940 Act").  In
the event that the Corporation is required to hold a meeting of
stockholders to elect directors under the 1940 Act, such meeting
shall be designated the annual meeting of stockholders for that
year and shall be held on a date and at the time set by the Board
of Directors in accordance with the Maryland General Corporation Law.
Section 3.   Notice of Stockholders Meeting.  Not less than ten nor more
than 90 days before each meeting of stockholders, the secretary shall give
to each stockholder entitled to vote at such meeting and to each stockholder
not entitled to vote who is entitled to notice of the meeting written or
printed notice stating the time and place of the meeting and, in the case
of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, by presenting it to
such stockholder personally, by leaving it at the stockholder's residence or
usual place of business or by any other means permitted by Maryland law.  If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at the stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid.
Subject to Section 12 of this Article II, any business of the Corporation
may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required
by any statute to be stated in such notice.  No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.
Section 4.   Special Meetings.    Special meetings of stockholders may
be called by the chairman, the president or by the Board of Directors and,
subject to subsection (b) of this Section 4, a special meeting of
stockholders shall also be called by the secretary upon the written request
of stockholders entitled to cast not less than a majority of all the votes
entitled to be cast at such meeting.
(b)   Stockholder Requested Special Meetings.    Any stockholder of record
seeking to have stockholders request a special meeting shall, by sending
written notice to the secretary (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of Directors
to fix a record date to determine the stockholders entitled to request a
special meeting (the "Request Record Date").  The Record Date Request Notice
shall set forth the purpose of the meeting and the matters proposed to be
acted on at it, shall be signed by one or more stockholders of record as
of the date of signature (or their agents duly authorized in a writing
accompanying the Record Date Request Notice), shall bear the date of
signature of each such stockholder (or such agent) and shall set forth
all information relating to each such stockholder that must be disclosed
in solicitations of proxies for election of directors in an election
contest (even if an election contest is not involved), or is otherwise
required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  Upon receiving the Record Date Request Notice, the
Board of Directors may fix a Request Record Date.  The Request Record
Date shall not precede and shall not be more than ten days after the
close of business on the date on which the resolution fixing the Request
Record Date is adopted by the Board of Directors.  If the Board of
Directors, within ten days after the date on which a valid Record
Date Request Notice is received, fails to adopt a resolution fixing
the Request Record Date, the Request Record Date shall be the close
of business on the tenth day after the first date on which the Record Date
Request Notice is received by the secretary.
(2)   In order for any stockholder to request a special meeting, one or more
written requests for a special meeting signed by stockholders of record (or
their agents duly authorized in a writing accompanying the request) as
of the Request Record Date entitled to cast not less than a majority (the
"Special Meeting Percentage") of all of the votes entitled to be cast at
such meeting (the "Special Meeting Request") shall be delivered to the
secretary.  In addition, the Special Meeting Request (a) shall set forth
the purpose of the meeting and the matters proposed to be acted on at it
(which shall be limited to those lawful matters set forth in the Record
Date Request Notice received by the secretary), (b) shall bear the date
of signature of each such stockholder (or such agent) signing the Special
Meeting Request, (c) shall set forth the name and address, as they appear
in the Corporation's books, of each stockholder signing such request (or on
whose behalf the Special Meeting Request is signed) and the class,
series and number of all shares of stock of the Corporation which are
owned by each such stockholder, and the nominee holder for, and number of,
shares owned by such stockholder beneficially but not of record,
(d) shall be sent to the secretary by registered mail, return receipt
requested, and (e) shall be received by the secretary within 60 days after
the Request Record Date.  Any requesting stockholder (or agent duly
authorized in a writing accompanying the revocation or the Special Meeting
Request) may revoke his, her or its request for a special meeting at any
time by written revocation delivered to the secretary.
(3)   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 stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph
(2) of this Section 4(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
(4)   Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the chairman
of the Board of Directors of Directors, the president, the chief executive
officer or the Board of Directors, whoever has called the meeting.  In
the case of any special meeting called by the secretary upon the request of
stockholders (a "Stockholder Requested Meeting"), such meeting shall
be held at such place, date and time as may be designated by the Board of
Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 90 days after the record
date for such meeting (the "Meeting Record Date"); and provided further
that if the Board of Directors fails to designate, within ten days after the
date that a valid Special Meeting Request is actually received by the
secretary (the "Delivery Date"), a date and time for a Stockholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the
90th day after the Meeting Record Date or, if such 90th day is not a
Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten days
after the Delivery Date, then such meeting shall be held at the principal
executive office of the Corporation.  In fixing a date for any special
meeting, the chairman of the Board of Directors, the president, the chief
executive officer or the Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any
request for the meeting and any plan of the Board of Directors to call
an annual meeting or a special meeting.  In the case of any Stockholder
Requested Meeting, if the Board of Directors fails to fix a Meeting
Record Date that is a date within 30 days after the Delivery Date, then the
close of business on the 30th day after the Delivery Date shall be the
Meeting Record Date.  The Board of Directors may revoke the notice for any
Stockholder Requested Meeting in the event that the requesting stockholders
fail to comply with the provisions of paragraph (3) of this Section 4(b).
(5)   If written revocations of requests for the special meeting have been
delivered to the secretary and the result is that stockholders of record (or
their agents duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the secretary, the secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a request
for the special meeting, or (ii) if the notice of meeting has been mailed
and if the secretary first sends to all requesting stockholders who have not
revoked requests for a special meeting written notice of any revocation of a
request for the special meeting and written notice of the secretary's
intention to revoke the notice of the meeting, revoke the notice of the
meeting at any time before ten days before the commencement of the meeting.
Any request for a special meeting received after a revocation by the
secretary of a notice of a meeting shall be considered a request for a new
special meeting.
(6)   The Board of Directors, the chairman of the board, the president or the
chief executive officer may appoint independent inspectors of elections to
act as the agent of the Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting Request
received by the secretary.  For the purpose of permitting the inspectors to
perform such review, no such purported request shall be deemed to have been
delivered to the secretary until the earlier of (i) five Business Days after
receipt by the secretary of such purported request and (ii) such date as the
independent inspectors certify to the Corporation that the valid requests
received by the secretary represent at least the Special Meeting Percentage.
Nothing contained in this paragraph (6) shall in any way be construed to
suggest or imply that the Corporation or any stockholder shall not be
entitled to contest the validity of any request, whether during or after such
five Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
(7)   For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or other day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.
Section 5.   Quorum.  At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of all the
votes entitled to be cast at such meeting on any matter shall constitute a
quorum, except with respect to any matter which, under applicable statutes
or regulatory requirements, requires approval by a separate vote of one or
more classes of stock, in which case the presence in person or by proxy of
the holders of one-third of the shares of stock of each class required to
vote as a class on the matter shall constitute a quorum.
The stockholders present either in person or by proxy, at a meeting which has
been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
This Section 5 shall not affect any requirement under any statute or the
charter of the Corporation (the "Charter") for the vote necessary for the
adoption of any measure.
Section 6.   Voting.  When a quorum is present at any meeting, the
affirmative vote of a majority of the votes cast, or, with respect to any
matter requiring a class vote, the affirmative vote of a majority of the
votes cast of each class entitled to vote as a class on the matter, shall
decide any question brought before such meeting (except that directors
may be elected by the affirmative vote of a plurality of the votes cast),
unless the question is one upon which by express provision of the 1940 Act,
or other statutes or rules or orders of the Securities and Exchange
Commission or any successor thereto or of the Charter a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 7.   Proxies.  A stockholder may cast the votes entitled to be
cast by the shares of stock owned of record by the stockholder in person
or by proxy executed by the stockholder or by the stockholder's duly
authorized agent in any manner permitted by law.  Such proxy or evidence of
authorization of such proxy shall be filed with the secretary of the
Corporation before or at the meeting.  No proxy shall be valid more
than eleven months after its date unless otherwise provided in the proxy.
Section 8.   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,
by the chairman of the Board of Directors or, in the case of a vacancy
in the office or absence of the chairman of the Board of Directors,
by one of the following officers present at the meeting:  the vice
chairman of the Board of Directors, if there be one, the president,
the vice presidents, or secretary in their order of rank and seniority,
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, 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 by participants; (e)
determining when the polls should be opened and 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; and (h) concluding
the meeting or recessing or adjourning the meeting to a later date and time
and at a place announced at the meeting.  Unless otherwise determined by the
chairman of the meeting, meetings of stockholders shall not be required
to be held in accordance with the rules of parliamentary procedure.
Section 9.   Record Date.  Subject to Section 4 of this Article II, in order
that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to
express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date which
shall be not more than ninety days and, in the case of a meeting of
stockholders, not less than ten days prior to the date on which the
particular action requiring such determination of stockholders is to
be taken.  In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period
but not longer than 20 days.  If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
before the date of such meeting.
If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day
on which the notice of meeting is mailed or the 30th day before the meeting,
whichever is the closer date to the meeting; and (b) the record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on the day on
which the resolution of the directors, declaring the dividend or allotment of
rights, is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination has
been made through the closing of the transfer books and the stated period of
closing has expired or (ii) the meeting is adjourned to a date more than 120
days after the record date fixed for the original meeting, in either of which
case a new record date shall be determined as set forth herein.
Section 10.   Inspectors of Election.  The Board of Directors, in advance
of any meeting, may, but need not, appoint one or more individual
inspectors or one or more entities that designate individuals as inspectors
to act at the meeting or any adjournment thereof.  If an inspector or
inspectors are not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors.  In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the chairman of the meeting.  The inspectors, if
any, shall determine the number of shares outstanding and the voting power of
each, the number of shares present at the meeting in person or by proxy, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.  Each such
report shall be in writing and signed by him or her 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.   Adjournment.  Any meeting of the stockholders may be adjourned
from time to time, without notice other than by announcement at the
meeting at which the adjournment was taken.  In the absence of a quorum, the
chairman of the meeting or the stockholders present in person or by proxy, by
majority of votes cast and without notice other than by announcement at the
meeting, may adjourn the meeting from time to time.  At any adjourned
meeting at which a quorum shall be present, any action may be taken that
could have been taken at the meeting originally called.  A meeting of the
stockholders may not be adjourned without further notice to a date more
than 120 (one hundred and twenty) days after the original record date
determined pursuant to Section 9 of this Article II.
Section 12.   Advance Notice of Stockholder Nominees For Director and Other
Stockholder Proposals.
(a)   Annual Meetings of Stockholders.   Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record both at
the time of giving of notice by the stockholder as provided for in this
Section 12(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who has complied with this Section 12(a).
(2)   For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 12, the stockholder must have given timely notice
thereof in writing to the secretary of the Corporation and such other
business must otherwise be a proper matter for action by the stockholders.
In any year in which an annual meeting of stockholders is to be held, to be
timely, a stockholder's notice shall set forth all information required under
this Section 12 and shall be delivered to the secretary at the principal
executive office of the Corporation not earlier than the 150th day prior
to the anniversary of the Date of Mailing of the Notice (as defined herein)
for the preceding annual meeting nor later than 5:00 p.m., Eastern Time,
on the 120th day prior to the anniversary of the Date of Mailing of the
Notice for the preceding annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced or delayed by more
than 30 days from the anniversary of the date of the preceding annual
meeting, notice by the stockholder to be timely must be so delivered not
earlier than the 150th day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120th day prior
to the date of such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual
meeting shall not commence a new time period for the giving of a
stockholder's notice as described above.  Such stockholder's notice
shall set forth (i) as to each individual whom the stockholder proposes
to nominate for election or reelection as a director, (A) the name, age,
business address and residence address of such individual, (B) the class,
series and number of any shares of stock of the Corporation that are
beneficially owned by such individual, (C) the date such shares were acquired
and the investment intent of such acquisition, (D) whether such stockholder
believes any such individual is, or is not, an "interested person" of the
Corporation, as defined in the 1940 Act and information regarding such
individual that is sufficient, in the discretion of the Board of Directors or
any committee thereof or any authorized officer of the Corporation, to
make such determination and (E) all other information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an election contest
is not involved), or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the
rules thereunder (including such individual's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to
bring before the meeting, a description of such business, the reasons for
proposing such business at the meeting and any material interest in such
business of such stockholder and any Stockholder Associated Person (as
defined below), individually or in the aggregate, including any anticipated
benefit to the stockholder and the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice and any Stockholder Associated
Person, the class, series and number of all shares of stock of the
Corporation which are owned by such stockholder and by such Stockholder
Associated Person, if any, and the nominee holder for, and number of, shares
owned beneficially but not of record by such stockholder and by any such
Stockholder Associated Person; (iv) as to the stockholder giving the
notice and any Stockholder Associated Person covered by clauses (ii) or
(iii) of this paragraph (2) of this Section 12(a), the name and address of
such stockholder, as they appear on the Corporation's stock ledger and
current name and address, if different, and of such Stockholder Associated
Person; and (v) to the extent known by the stockholder giving the notice, the
name and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other business
on the date of such stockholder's notice.
(3)   In any year an annual meeting of the stockholders is to be held,
notwithstanding anything in this subsection (a) of this Section 12 to the
contrary, in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement of such
action at least 130 days prior to the anniversary date of the mailing date of
the notice of the preceding annual meeting, a stockholder's notice required
by this Section 12(a) shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive office of the
Corporation not later than 5:00 p.m., Eastern Time, on the tenth day
following the day on which such public announcement is first made by the
Corporation.
(4)   For purposes of this Section 12, "Stockholder Associated Person" of any
stockholder shall mean (i) any person controlling, directly or indirectly, or
acting in concert with, such stockholder, (ii) any beneficial owner of
shares of stock of the Corporation owned of record or beneficially by such
stockholder and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.
(b)   Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of individuals for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder
of record both at the time of giving of notice provided for in this
Section 12 and at the time of the special meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set forth
in this Section 12.  In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more individuals to the
Board of Directors, any such stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified
in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph (2) of this Section 12(a) shall be delivered to the
secretary at the principal executive office of the Corporation not earlier
than the 150th day prior to such special meeting and not later than
5:00 p.m., Eastern Time, on the later of the 120th day prior to such special
meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting.  The public
announcement of a postponement or adjournment of a special meeting shall not
commence a new time period for the giving of a stockholder's notice as
described above.
(c)   General.    Upon written request by the secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or
any committee thereof or any authorized officer of the Corporation, to
demonstrate the accuracy of any information submitted by the stockholder
pursuant to this Section 12.  If a stockholder fails to provide such
written verification within such period, the information as to which
written verification was requested may be deemed not to have been provided
in accordance with this Section 12.
(2)   Only such individuals who are nominated in accordance with this
Section 12 shall be eligible for election by stockholders as directors,
and only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with this
Section 12.  The chairman of the meeting shall have the power to determine
whether a nomination or any other business proposed to be brought
before the meeting was made or proposed, as the case may be, in
accordance with this Section 12.
(3)   For purposes of this Section 12, (a) the "Date of Mailing of the
Notice" for the preceding annual meeting shall mean the date of the
Corporation's proxy statement released to stockholders in connection with
the preceding annual meeting and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable news service
or (ii) in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to the Exchange Act or the 1940 Act.
(4)   Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12.  Nothing in this
Section 12 shall be deemed to affect any right of a stockholder to request
inclusion of a proposal in, nor the right of the Corporation to omit a
proposal from, the Corporation's proxy statement pursuant to Rule 14a-8
(or any successor provision) under the Exchange Act.
ARTICLE III.
Board of Directors

Section 1.   Number and Term.    The number of directors constituting
the entire Board of Directors may be increased or decreased from time to
time by the vote of a majority of the entire Board of Directors within the
limits permitted by law but at no time may be more than twenty; provided,
however, the tenure of office of a director in office at the time of any
decrease in the number of directors shall not be affected as a result thereof.
Directors shall be elected to hold office at the annual meeting of
stockholders, except as provided in Section 2 of this Article III, and each
director shall hold office until the next annual meeting of stockholders and
until his or her successor is elected and qualifies.  Any director may
resign at any time upon written notice to the Corporation.
(b)   Qualifications.  Directors need not be stockholders.
Section 2.   Vacancies and Newly-Created Directorships.  Any vacancy
occurring in the Board of Directors for any cause other than by reason
of an increase in the number of directors may be filled by a majority of
the remaining members of the Board of Directors although such majority
is less than a quorum.  Any vacancy occurring by reason of an increase
in the number of directors may be filled by a majority of the entire Board
of Directors then in office.  A director elected by the Board of Directors
to fill a vacancy shall be elected to hold office until the next annual
meeting of stockholders and until his or her successor is elected and
qualifies.
Section 3.   Powers.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.  All
powers of the Corporation may be exercised by or under the authority of the
Board of Directors except as conferred on or reserved to the stockholders by
law, by the Charter or these Bylaws.
Section 4.   Meetings.  The Board of Directors may hold regular and special
meetings.
Section 5.   Regular Meetings.  The Board of Directors may provide, by
resolution, the time and place for the holding of regular meetings of
the Board of Directors without other notice than such resolution.
Section 6.   Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the chairman of the Board of Directors,
the chief executive officer, the president or by a majority of the directors
then in office.  The person or persons authorized to call special meetings of
the Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them.  The Board of Directors may
provide, by resolution, the time and place for the holding of special
meetings of the Board of Directors without other notice than such resolution.
Section 7.   Notice.  Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her
business or residence address.  Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours
prior to the meeting.  Notice by United States mail shall be given at least
three days prior to the meeting.  Notice by courier shall be given at least
two days prior to the meeting.  Telephone notice shall be deemed to be given
when the director or his or her agent is personally given such notice in a
telephone call to which the director or his or her agent is a party.
Electronic mail notice shall be deemed to be given upon transmission of the
message to the electronic mail address given to the Corporation by the
director.  Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back
indicating receipt.  Notice by United States mail shall be deemed to be
given when deposited in the United States mail properly addressed, with
postage thereon prepaid.  Notice by courier shall be deemed to be given
when deposited with or delivered to a courier properly addressed.  Neither
the business to be transacted at, nor the purpose of, any annual, regular or
special meeting of the Board of Directors need be stated in the notice,
unless specifically required by statute or these Bylaws.
Section 8.   Quorum.  The greater of two or one-third of the directors shall
constitute a quorum for transaction of business at any meeting of the Board
of Directors, provided that, if less than a quorum of such directors are
present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and provided further
that if, pursuant to applicable law, the Charter or these Bylaws, the
vote of a majority of a particular group of directors is required for
action, a quorum must also include a majority of such group.
The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than
a quorum.
Section 9.   Voting.  The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion
is required for such action by applicable law, the Charter  or these Bylaws.
If enough directors have withdrawn from a meeting to leave less than a quorum
but the meeting is not adjourned, the action of the majority of that
number of directors necessary to constitute a quorum at such meeting shall
be the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable law, the Charter or
these Bylaws.
Section 10.   Organization.  At each meeting of the Board of Directors, the
chairman of the Board of Directors or, in the absence of the chairman,
the vice chairman of the Board of Directors, if any, shall act as chairman
of the meeting.  In the absence of both the chairman and vice chairman of
the Board of Directors, the chief executive officer or in the absence of the
chief executive officer, the president or in the absence of the president, a
director chosen by a majority of the directors present, shall act as
chairman of the meeting.  The secretary or, in his or her absence, an
assistant secretary of the Corporation, or in the absence of the secretary
and all assistant secretaries, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting.
Section 11.   Telephone Meetings.  Directors may participate in a meeting by
means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 12.   Consent by Directors Without a Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent to such action is given in writing or by
electronic transmission by each director and is filed with the minutes of
proceedings of the Board of Directors.
Section 13.   Surety Bonds.  Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance
of any of his or her duties.
Section 14.   Reliance.  Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect
to the Corporation, be fully justified and protected with regard to any
act or failure to act in reliance in good faith upon the books of account or
other records of the Corporation, upon an opinion of counsel or upon reports
made to the Corporation by any of its officers or employees or by the
adviser, accountants, appraisers or other experts or consultants selected
by the Board of Directors or officers of the Corporation, regardless of
whether such counsel or expert may also be a director.
Section 15.   Fees and Expenses.  The directors may be paid their expenses
of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors, a stated
salary as director or such other compensation as the Board of Directors may
approve.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like reimbursement
and compensation for attending committee meetings.
ARTICLE IV.
Committees

Section 1.   Number, Tenure and Qualifications.  The Board of Directors may
appoint from among its members an Executive Committee and other committees,
composed of one or more directors and one or more alternate members as the
Board of Directors shall designate, to serve at the pleasure of the Board of
Directors.
Section 2.   Powers.  The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.
Section 3.   Meetings.  Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors.  A
majority of the members or alternate members of the committees shall
constitute a quorum for the transaction of business at any meeting of the
committee.  The act of a majority of the committee members or alternate
members present at a meeting shall be the act of such committee.  The Board
of Directors may designate a chairman of any committee, and such chairman or,
in the absence of a chairman, any two members of any committee (if there are
at least two members of the Committee) may fix the time and place of its
meeting unless the Board shall otherwise provide.  In the absence of any
member of any such committee, the members or alternate members thereof
present at any meeting, whether or not they constitute a quorum, may
appoint another director to act in the place of such absent member.
Each committee shall keep minutes of its proceedings.
Section 4.   Telephone Meetings.  Members or alternate members of a
committee of the Board of Directors may participate in a meeting by means of a
conference telephone or other communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 5.   Consent by Committees without a Meeting.  Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing or by electronic
transmission to such action is given by each member or alternate member of the
committee and is filed with the minutes of proceedings of such committee.
Section 6.   Vacancies.  Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace
any absent or disqualified member or to dissolve any such committee.
ARTICLE V.
Waiver of Notice

Whenever any notice is required to be given under the provisions of the
statutes, of the Charter or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed the equivalent of notice and
such waiver shall be filed with the records of the meeting.  Neither the
business to be transacted at nor the purpose of any meeting need be set
forth in the waiver of notice, unless specifically required by statute.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened.
ARTICLE VI.
Chairman of the Board of Directors and Officers

Section 1.   General.  The officers of the Corporation shall include a
president, a secretary and a treasurer and may include a chief executive
officer, one or more vice presidents, a chief operating officer, a chief
financial officer, one or more assistant secretaries and one or more
assistant treasurers.  In addition, the Board of Directors may from time to
time elect such other officers with such powers and duties as they shall deem
necessary or desirable.  The officers of the Corporation shall be elected
annually by the Board of Directors, except that the chief executive officer
or president may from time to time appoint one or more vice presidents,
assistant secretaries and assistant treasurers or other officers.  Any two
or more offices except president and vice president may be held by the same
person.  However, no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by
law to be executed, acknowledged or verified by two or more officers.
Election of an officer or appointment of an agent shall not of itself
create contract rights between the Corporation and such officer or agent.
Section 2.   Tenure of Officers.  Each officer shall hold his or her office
until his or her successor is elected and qualifies or until his or her
earlier resignation or removal as provided herein.
Section 3.   Removal and Resignation.  Any officer of the Corporation may
resign at any time by giving written notice of his or her resignation to
the Board of Directors, the chairman of the Board of Directors, the
president or the secretary.  Any resignation shall take effect immediately
upon its receipt or at such later time specified in the notice of
resignation.  The acceptance of a resignation shall not be necessary
to make it effective unless otherwise stated in the resignation.  Such
resignation shall be without prejudice to the contract rights, if any,
of the Corporation.  Any officer or agent of the Corporation may be
removed at any time by the Board of Directors if, in its judgment, the
best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.  Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
Section 4.   Chairman of the Board of Directors.  The chairman of the
Board of Directors shall be designated by the Board of Directors and shall
preside at all meetings of the stockholders and of the Board of the Directors.
The chairman shall have such other duties and powers as may be determined
by the Board of Directors from time to time.  The chairman shall not be an
officer of the Corporation except as otherwise determined by resolution of
the Board of Directors or amendment of these Bylaws.
Section 5.   President and Chief Executive Officer.  The president shall,
in the absence of the chairman of the Board of Directors, preside at all
meetings of the stockholders or of the Board of Directors.  The president or
such officer as has been determined by the Directors shall be the chief
executive officer.  The president and/or chief executive officer shall have
general responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the
management of the business and affairs of the Corporation.  He or she
shall execute on behalf of the Corporation, and may affix the seal or
cause the seal to be affixed to, all instruments requiring such execution
except to the extent that signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.
Section 6.   Vice Presidents.  The vice presidents shall act under the
direction of the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president.  They
shall perform such other duties and have such other powers as the president
or the Board of Directors may from time to time prescribe.  The Board of
Directors may designate one or more executive vice presidents or may
otherwise specify the order of seniority of the vice presidents and,
in that event, the duties and powers of the president shall descend to
the vice presidents in the specified order of seniority.
Section 7.   Secretary.  The secretary shall act under the direction
of the president.  Subject to the direction of the president he or she
shall attend all meetings of the Board of Directors and all meetings of
stockholders and record the proceedings in a book to be kept for that
purpose and shall perform like duties for the committees designated by
the Board of Directors when required.  He or she shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed
by the president or the Board of Directors.  He or she shall keep in safe
custody the seal of the Corporation and shall affix the seal or cause
it to be affixed to any instrument requiring it.
Section 8.   Assistant Secretaries.  The assistant secretaries in the
order of their seniority, unless otherwise determined by the president
or the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary.
They shall perform such other duties and have such other powers as the
president or the Board of Directors may from time to time prescribe.
Section 9.   Treasurer.  The treasurer shall act under the direction of the
president.  Subject to the direction of the president he or she shall
have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.  He or she shall disburse the funds
of the Corporation as may be ordered by the president or the Board of
Directors, taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all
his or her transactions as treasurer and of the financial condition of the
Corporation.
Section 10.   Assistant Treasurers.  The assistant treasurers in the order
of their seniority, unless otherwise determined by the president or the
Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer.  They shall
perform such other duties and have such other powers as the president or the
Board of Directors may from time to time prescribe.
ARTICLE VII.
Certificates of Stock

Section 1.   Certificates.  Except as may be otherwise provided by the
Board of Directors, stockholders of the Corporation are not entitled to
certificates representing the shares of stock held by them.  In the event
that the Corporation issues shares of stock represented by certificates,
such certificates shall be signed by the officers of the Corporation in
the manner permitted by the Maryland General Corporation Law (the "MGCL")
and contain the statements and information required by the MGCL.  In the
event that the Corporation issues shares of stock without certificates, the
Corporation shall provide to record holders of such shares a written
statement of the information required by the MGCL to be included on stock
certificates.
Section 2.   Transfers when Certificates Issued.  Subject to any
determination of the Board of Directors pursuant to Section 1 of this
Article, upon surrender to the Corporation or the transfer agent of the
Corporation of a stock certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 3.   Replacement Certificate when Certificates Issued.  Subject
to any determination of the Board of Directors pursuant to Section 1 of this
Article, the president, the secretary, the treasurer or any officer
designated by the Board of Directors may direct a new certificate to be
issued in place of any certificate previously issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed.  When authorizing the issuance of a new certificate,
an officer designated by the Board of Directors may, in his or her discretion
and as a condition precedent to the issuance thereof, require the owner
of such lost, stolen or destroyed certificate or the owner's legal
representative to advertise the same in such manner as he or she or she
shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.
Section 4.   Record Holders; Transfers Generally.  The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State
of Maryland.
Transfers of shares of any class of stock will be subject in all respects to
the Charter and all of the terms and conditions contained therein.
ARTICLE VIII.
Miscellaneous

Section 1.   Reserves.  There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for such other purpose
as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such
reserve.
Section 2.   Dividends.  Dividends upon the stock of the Corporation may,
subject to the provisions of the Charter and of applicable law, be
authorized by the Board of Directors and declared by the Corporation at any
time.
Section 3.   Capital Gains Distributions.  The amount and number of capital
gains distributions paid to the stockholders during each fiscal year shall be
determined by the Board of Directors.  Each such payment shall be
accompanied by a statement as to the source of such payment, to the extent
required by law.
Section 4.   Checks.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
Section 5.   Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 6.   Seal.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words
"Corporate Seal, Maryland."  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in another manner reproduced.
Whenever the Corporation is permitted or required to affix its seal to a
document, it shall be sufficient to meet the requirements of any law, rule or
regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Corporation.
Section 7.   Insurance Against Certain Liabilities.  The Corporation may
obtain liability insurance for its directors and officers to the extent
permitted by the 1940 Act.
ARTICLE IX.
Indemnification

To the maximum extent permitted by Maryland law in effect from time to time,
the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director
or officer of the Corporation and who is made or threatened to be made
a party to the proceeding by reason of his or her service in any such
capacity or (b) any individual who, while a director or officer of the
Corporation and at the request of the Corporation, serves or has served
as a director, officer, partner or trustee of another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit
plan or other enterprise and who is made or threatened to be made a
party to the proceeding by reason of his or her service in any such
capacity.  The Corporation may, with the approval of its Board of Directors
or any duly authorized committee thereof, provide such indemnification and
advance for expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above
and to any employee or agent of the Corporation or a predecessor of
the Corporation.  The termination of any claim, action, suit or other
proceeding involving any person, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or nolo
contendere, or its equivalent, shall not create a presumption that such
person did not meet the standards of conduct required for indemnification
or payment of expenses to be required or permitted under Maryland law,
these Bylaws or the Charter.  Any indemnification or advance of expenses
made pursuant to this Article shall be subject to applicable requirements
of the 1940 Act.  The indemnification and payment of expenses provided in
these Bylaws shall not be deemed exclusive of or limit in any way other
rights to which any person seeking indemnification or payment of expenses
may be or may become entitled under any bylaw, regulation, insurance,
agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter 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.

ARTICLE X.
Amendments

The Board of Directors shall have the exclusive power to make, alter
and repeal Bylaws of the Corporation.


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