EXHIBIT 1.3


                           AMENDED AND RESTATED BYLAWS
                                       OF
                         ADVISORS ASSET MANAGEMENT, INC.


                                    ARTICLE I
                                     OFFICES

     Section 1.1.  Registered Office.  The registered office shall be
established and maintained at the office of Corporation Service Company ("CSC"),
in the City of Wilmington, in the State of Delaware, County of New Castle, and
CSC shall be the registered agent of the corporation in charge thereof.

     Section 1.2.  Other Offices.  The corporation may have other offices,
either within or outside of the State of Delaware, at such place or places as
the board of directors may from time to time appoint or the business of the
corporation may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 2.1.  Place of Meetings.  All meetings of the stockholders for the
election of directors shall be held in such place, either within or without the
State of Delaware, as shall be designated from time to time by the board of
directors and stated in the notice of the meeting.  Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.  Notwithstanding the foregoing, the board of
directors may, in its sole discretion, determine that any such annual meeting
shall not be held at any designated place, but may instead be held solely by
means of remote communication.

     Section 2.2.  Annual Meeting of Stockholders.  The annual meeting of
stockholders for the election of directors and for such other business as may be
stated in the notice of the meeting shall be held in each year, commencing in
2009, on the second Wednesday in May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., or at such other
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting.  At each annual meeting the
stockholders entitled to vote shall elect a board of directors and they may
transact other corporate business.

     Section 2.3.  Voting.  Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these Bylaws shall, except as otherwise provided by the
Certificate of Incorporation, be entitled to one vote, in person or by proxy,
for each share of stock entitled to vote held by such stockholder, but no proxy
shall be voted after eleven months from its date unless such proxy provides for
a longer period.  The board of directors may, in its sole discretion, adopt
guidelines and procedures so






that stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication, participate in a meeting of
stockholders and be deemed present in person and vote at a meeting of
stockholders, whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (i) the corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (ii) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the corporation.  The board of directors, in its sole discretion,
may require that the vote for directors and the vote upon any questions before
the meeting shall be by ballot.  If authorized by the board of directors, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must
either set forth or be submitted with information from which it can be
determined that the electronic transmission was authorized by the stockholder or
proxyholder.  All elections for directors shall be decided by a plurality of the
votes cast.  All other questions shall be decided by majority vote of the quorum
except as otherwise provided by the Certificate of Incorporation or the laws of
the State of Delaware.

     Section 2.4.  List of Stockholders.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting; provided, however, if the record date for determining the
stockholders entitled to vote is less than ten (10) days before the meeting
date, the list shall reflect the stockholders entitled to vote as of the tenth
day before the meeting date, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
ten (10) days prior to the meeting during ordinary business hours at the
principal place of business of the corporation.  If the meeting is to be held at
a designated place, then a list of stockholders entitled to vote at the meeting
shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.  If the
meeting is to be held solely by means of remote communication, then such list
shall be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

     Section 2.5.  Quorum.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.  The board of directors may,
in its sole discretion, adopt guidelines and procedures so that stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, be deemed present in person at a meeting of
stockholders, whether such meeting is to be held at a designated place or solely
by means of remote communication.  If, however, such quorum shall


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not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.  If the adjournment is for more than thirty
days, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.  If after the adjournment a new record
date for stockholders entitled to vote is fixed for the adjourned meeting, the
board of directors shall fix a new record date for notice of such adjourned
meeting in accordance with Section 5.5 hereof, and shall give notice of the
adjourned meeting to each stockholder of record entitled to vote at such
adjourned meeting as of the record date fixed for notice of such adjourned
meeting.

     Section 2.6.  Special Meetings.  Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by the Certificate of
Incorporation or the laws of the State of Delaware, may be called by the board
of directors or the Chief Executive Officer, and shall be called upon a request
in writing therefor stating the purpose or purposes thereof signed by at least
two directors or by the holders of at least twenty percent of the capital stock
of the corporation issued and outstanding and entitled to vote thereat.

     Section 2.7.  Notice of Meetings.  Written notice, stating the place, if
any, the date and hour of the meeting, the means of remote communications, if
any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting, the record date for determining the
stockholders entitled to vote at the meeting, if such date is different from the
record date for determining stockholders entitled to notice of the meeting, and
in the case of a special meeting the purpose or purposes for which the meeting
is called, shall be given to each stockholder entitled to vote thereat as of the
record date for determining the stockholders entitled to notice of the meeting
at his, her or its address as it appears on the records of the corporation, in
person, by mail, by overnight courier, by telegram or cablegram, or by a form of
electronic transmission consented to by the stockholder to whom the notice is
given, not less than ten nor more than sixty days before the date of the
meeting.

     Section 2.8.  Action Without Meeting.  Any action required by the General
Corporation Law of the State of Delaware to be taken at any annual or special
meeting of the stockholders, or any action which may be taken at any annual or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who would have been entitled
to receive notice of a stockholders meeting if the action had been taken at a
stockholders meeting.  A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Section provided that any such telegram, cablegram or other electronic


                                       -3-


transmission sets forth or is delivered with information from which the
corporation can determine (i) that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxyholder or by a person or
persons authorized to act for the stockholder or proxyholder and (ii) the date
on which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission.  The date on
which such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed.  No consent given by
telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such
paper form shall be delivered to the corporation by delivery to its registered
office in Delaware, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to the corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested.  Notwithstanding the foregoing limitations on delivery, consents
given by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if, to the extent and in the manner
provided by resolution of the board of directors of the corporation.  Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing.


                                   ARTICLE III
                                    DIRECTORS

     Section 3.1.  Number and Term.  The number of directors, which shall be
determined by the board of directors from time to time, shall constitute the
whole board of directors shall be no less than one (1) and no more than eleven
(11).  Except as provided in Section 3.2 hereof, directors shall be elected at
the annual meeting of the stockholders, and directors shall be elected to serve
until their successors are elected and qualified.  Directors need not be
stockholders.

     Section 3.2.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify.  If there are no directors in office, then an election of directors may
be held in the manner provided by statute.

     Section 3.3.  Increase of Number.  The number of directors may be increased
by (i) amendment of these Bylaws by the affirmative vote of a majority of the
directors, though less than a quorum, or (ii) by the affirmative vote of a
majority of the stockholders, at the annual meeting or at a special meeting
called for that purpose and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualified.


                                       -4-


     Section 3.4.   Resignations.  Any director, member of a committee or other
officer may resign at any time.  Such resignation shall be made in writing or by
electronic transmission, and shall take effect at the time specified therein,
and if no time be specified, at the time of its receipt by the Chief Executive
Officer or Secretary.  The acceptance of a resignation shall not be necessary to
make it effective.

     Section 3.5.  Removal.  Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote at a
special meeting of the stockholders called for the purpose, and the vacancies
thus created may be filled at the meeting held for the purpose of removal by the
affirmative vote of a majority of the stockholders entitled to vote.

     Section 3.6.  Powers.  The board of directors shall exercise all of the
powers of the corporation except such as are by law, the Certificate of
Incorporation or these Bylaws conferred upon or reserved to the stockholders.

     Section 3.7.  Committees.  The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation.  The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of
any member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.  Any such
committee shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority to (i)
approve, adopt or recommend to the stockholders any action or matter expressly
authorized by the General Corporation Law of the State of Delaware to be
submitted to the stockholders for approval, (ii) adopt, amend or repeal any
Bylaw of the corporation or (iii) amend the Certificate of Incorporation.

     Section 3.8.  Meetings.  The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware or, at the sole discretion of the board of directors, any of such
meetings may not be held at any designated place, but may instead be held solely
by means of remote communication.

     The first meeting of each newly elected board of directors for the purpose
of organization and the transaction of any business which may come before the
meeting may be held immediately after the annual meeting of the stockholders, if
a quorum is present, and no notice of such meeting shall be necessary to the
newly elected directors in order to legally constitute the meeting.  In the
event such meeting is not held immediately after the annual meeting of the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.


                                       -5-


Regular meetings of the directors may be held without notice at such places and
times as shall be determined from time to time by resolution of the directors.

     Special meetings of the board of directors may be called by the Chairman,
or the Chief Executive Officer on at least three (3) days' notice to each
director, or which notice shall be given either personally, by mail, or by
telegram, or by electronic transmission, and shall be called by the Chairman,
the Chief Executive Officer or by the Secretary in like manner and on like
notice on the written request of a majority of the directors.

     Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     Section 3.9.  Quorum.  A majority of the directors shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by the
Certificate of Incorporation or the laws of the State of Delaware.  If at any
meeting of the board of directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.

     Section 3.10. Compensation.  The directors may be paid their expenses, if
any, 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 or a stated
salary as director.  No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of committees of the board of directors may be allowed like compensation
for attending committee meetings.

     Section 3.11. Action Without Meeting.  Any action required or permitted to
be taken at any meeting of the board of directors, or of any committee thereof,
may be taken without a meeting if all members of the board of directors or of
such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the board of
directors or such committee, as the case may be.  Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.

     Section 3.12. Meetings by Conference Telephone.  Members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors or such committee by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting.


                                       -6-


                                   ARTICLE IV
                                    OFFICERS

     Section 4.1.  Officers.  The officers of the corporation shall be chosen by
the board of directors and shall include at least a Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, Chief Compliance Officer,
President, Vice President, and a Secretary.  The officers shall be elected at
the first meeting of the board of directors after each annual meeting.  None of
the officers of the corporation need be directors except the Chairman, if one is
elected.  Any number of offices may be held by the same person.

     Section 4.2.  Other Officers and Agents.  The board of directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board of directors.

     Section 4.3.  Tenure and Removal.  The officers of the corporation shall
hold office until their successors are chosen and qualified.  Any officer
elected by the board of directors may be removed, with or without cause, at
any time by the affirmative vote of a majority of the board of directors in
office.  Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

     Section 4.4.  Chairman of the Board of Directors.  The Chairman of the
board of directors, if one is elected, shall preside at all meetings of the
board of directors, and he or she shall have and perform such other duties as
from time to time may be assigned to him or her by the board of directors.

     Section 4.5.  Chief Executive Officer.  The Chief Executive Officer shall
be the chief executive officer of the corporation and shall have the general
powers and duties of supervision and management usually vested in the office of
chief executive officer of a corporation and, to the fullest extent permitted by
applicable law, shall otherwise have plenary power and authority to act for and
on behalf of the corporation respecting all matters.  The Chief Executive
Officer shall preside at all meetings of the stockholders in the absence or non-
election of the Chairman, and shall have general supervision, direction and
control of the business of the corporation.  Except as the board of directors
shall authorize the execution thereof in some other manner, the Chief Executive
Officer shall execute stock certificates, bonds, mortgages and other contracts
on behalf of the corporation, and shall cause the seal to be affixed to any
instrument requiring it and when so affixed, the seal may be attested by the
signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.

     Section 4.6.  Chief Operating Officer.  The Chief Operating Officer shall
be the chief operating officer of the corporation and shall have the general
powers and duties of supervision and management of the day-to-day operations of
the corporation that are usually vested in the office of chief operating officer
of a corporation.  The Chief Operating Officer shall perform such other duties
and have such other powers as the Chief Executive Officer or the board of


                                       -7-


directors may from time to time prescribe.  The Chief Operating Officer shall
report directly to the Chief Executive Officer.

     Section 4.7.  Chief Financial Officer.  The Chief Financial Officer shall
be the chief financial officer of the corporation and shall have the general
powers and duties of supervision and management of the financial operations of
the corporation that are usually vested in the office of chief financial officer
of a corporation.  The Chief Financial Officer shall perform such other duties
and have such other powers as the Chief Executive Officer, Chief Operating
Officer or the board of directors may from time to time prescribe.  The Chief
Financial Officer shall report directly to the Chief Operating Officer or such
other executive officer as the Chief Executive Officer may determine from time
to time.

     Section 4.8.  Chief Compliance Officer.  The Chief Compliance Officer shall
be the chief compliance officer of the corporation and shall have the general
powers and duties of supervision and management of the compliance issues within
the corporation that are usually vested in the office of chief compliance
officer of a corporation.  The Chief Compliance Officer shall perform such other
duties and have such other powers as the Chief Executive Officer, Chief
Operating Officer, or the board of directors may from time to time prescribe.
The Chief Compliance Officer shall report directly to the Chief Operating
Officer or such other executive officer as the Chief Executive Officer may
determine from time to time.

     Section 4.9.  President.  The President shall have the general powers and
duties of supervision and management of the day-to-day activities of the
corporation that are usually vested in the office of president of a corporation.
The President shall perform such other duties and have such other powers as the
Chief Executive Officer or the board of directors may from time to time
prescribe.

     Section 4.10. Vice President.  Each Vice President shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

     Section 4.11. Treasurer.  The Treasurer, if one is elected, shall have the
custody of the corporate funds and securities and shall keep full and accurate
account of receipts and disbursements in books belonging to the corporation.
The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation in such depositary as may be designated by the
board of directors.  The Treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors or the Chief Executive Officer,
taking proper vouchers for such disbursements.  The Treasurer shall render to
the Chief Executive Officer and the board of directors at the regular meetings
of the board of directors, or whenever they may request it, an account of all of
his or her transactions as Treasurer and of the financial condition of the
corporation.  If required by the board of directors, the Treasurer shall give
the corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the board of directors shall prescribe.

     Section 4.12. Assistant Treasurer.  The Assistant Treasurer, if one is
elected, or if there shall be more than one, the Assistant Treasurers in order
determined by the board of directors (or if there be no determination, then in
the order of their election), shall, in the absence of the


                                       -8-


Treasurer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

     Section 4.13. Secretary.  The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these Bylaws, and in case of his or her absence or refusal
or neglect so to do, any such notice may be given by any person thereunto
directed by the Chief Executive Officer, the board of directors or the
stockholders upon whose request the meeting is called as provided in these
Bylaws.  The Secretary shall record all the proceedings of the meetings of the
stockholders and of the board of directors in a book to be kept for that
purpose, and shall perform such other duties as may be assigned to him or her by
the board of directors or the Chief Executive Officer.  The Secretary shall have
the custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the board of directors, the Chief
Executive Officer and attest the same.

     Section 4.14. Assistant Secretary.  The Assistant Secretary, if one is
elected, or if there be more than one, the Assistant Secretaries in the order
determined by the board of directors (or if there be no such determination, then
in the order of their election), shall, in the absence of the Secretary or in
the event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


                                    ARTICLE V
                    PROVISIONS REGARDING STOCK OF CORPORATION

     Section 5.1.  Shares of Stock.  Except as otherwise provided in a
resolution approved by the board of directors, all shares of stock of the
corporation shall be uncertificated shares.

     Section 5.2.  Classes and Series of Stock.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized in the notice or notices sent
pursuant to Section 151(f) of the General Corporation Law of the State of
Delaware; provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth in the notice or notices sent pursuant to
Section 151(f) of the General Corporation Law of the State of Delaware, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 5.3.  [Intentionally omitted]


                                       -9-


     Section 5.4.   Transfer of Shares.  Transfer of stock shall be made on the
books of the corporation upon receipt of proper transfer instructions from the
registered holder of the shares or by such person's attorney lawfully
constituted in writing, and upon payment of all necessary transfer taxes and
compliance with appropriate procedures for transferring shares in uncertificated
form; provided, however, that such surrender and endorsement, compliance or
payment of taxes shall not be required in any case in which the officers of the
corporation shall determine to waive such requirement.  No transfer of stock
shall be valid as against the corporation for any purposes until it shall have
been entered in the stock records of the corporation by an entry showing from
and to whom transferred.

     Section 5.5.  Stockholders Record Date.  In order that the corporation may
determine the stockholders entitled to notice of any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting.  If the board of directors so fixes a date, such date shall also be the
record date for determining the stockholders entitled to vote at such meeting
unless the board of directors determines, at the time it fixes such record date,
that a later date on or before the date of the meeting shall be the date for
making such determination.  If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of
and to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for determination of stockholders entitled to vote at the adjourned
meeting, and in such case shall also fix as the record date for stockholders
entitled to notice of such adjourned meeting the same or an earlier date as that
fixed for determination of stockholders entitled to vote in accordance with the
foregoing provision of this Section at the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors.  If no
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
the General Corporation Law of the State of Delaware, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded.  Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the board of directors and prior
action by the board of directors is required by the General Corporation Law of
the State of Delaware, the record date for determining stockholders entitled to
consent by corporate action in writing


                                      -10-


without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall not be more than sixty (60) days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.

     Section 5.6.  Registered Stockholders.  The corporation shall be entitled
to treat the record holder of any shares of stock of the corporation as the
owner thereof for all purposes, including all rights deriving from such shares,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such shares or rights deriving from such shares, on the part of any other
person, including, but without limiting the generality thereof, a purchaser,
assignee or transferee of such shares or rights deriving from such shares,
unless and until such purchaser, assignee or transferee or other person becomes
the record holder of such shares, whether or not the corporation shall have
either actual or constructive notice of the interest of such purchaser,
assignee, transferee or other person shall not be entitled to receive notice of
the meetings of stockholders; to vote at such meetings; to examine a complete
list of the stockholders entitled to vote at meetings, or to own, enjoy, and
exercise any other property or rights deriving from such shares against the
corporation, until such purchaser, assignee, transferee or other person has
become the record holder of such shares.

     Section 5.7.  Dividends.  Subject to the provisions of the Certificate of
Incorporation, the board of directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient.  Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.


                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 6.1.  Indemnification Respecting Third Party Claims.  Subject to
applicable laws and regulations and subject to the provisions of Section 6.4 of
this Article, the corporation may indemnify any person or entity who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person or entity is or was a director, officer,
employee or agent of the


                                      -11-


corporation or is or was a general partner of Fixed Income Securities, L.P., a
Texas limited partnership which converted into the corporation ("FIS, L.P."), or
a manager, member, officer, employee or agent of such general partner, or an
officer, employee or agent of FIS, L.P., or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or entity in connection with such action, suit or
proceeding if such person or entity acted in good faith and in a manner such
person or entity reasonably believed to be in or not opposed to the best
interests of the corporation or FIS, L.P., as the case may be, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his,
her or its conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
such person or entity did not act in good faith and in a manner which such
person or entity reasonably believed to be in or not opposed to the best
interests of the corporation or FIS, L.P., as the case may be, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his,
her or its conduct was unlawful.

     Section 6.2.  Indemnification Respecting Claims by Corporation.  Subject to
applicable laws and regulations and subject to the provisions of Section 6.4 of
this Article, the corporation may indemnify any person or entity who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of the corporation or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 6.3.  Indemnification of Expenses.  Subject to applicable laws and
regulations, to the extent that a present or former director, officer, employee
or agent of the corporation, a former general partner of FIS, L.P., a former
manager, member, officer, employee or agent of such general partner, or a former
officer, employee or agent of FIS, L.P., has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
6.1 and 6.2 of this Article, or in defense of any claim, issue or matter
therein, such person or entity shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person or entity in
connection therewith.

     Section 6.4.  Determinations Respecting Indemnification.  Any
indemnification under Sections 6.1 and 6.2 of this Article (unless ordered by a
court) shall be made by the corporation only upon a determination in the
specific case that indemnification of the present or former


                                      -12-


director, officer, employee or agent of the corporation, a former general
partner of FIS, L.P., a former manager, member, officer, employee or agent of
such general partner, or a former officer, employee or agent of FIS, L.P., is
proper in the circumstances because such person or entity has met the applicable
standard of conduct set forth in said Sections 6.1 or 6.2, as the case may be.
Such determination shall be made, with respect to a person who is a director or
officer at the time of such determination (i) by a majority vote of a quorum
consisting of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum or (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum or (iii) if there are no such directors, or if such directors so direct,
by independent legal counsel (compensated by the corporation) in a written
opinion, or (iv) by all the stockholders.

     Section 6.5.  Advancement of Expenses.  Expenses incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding, or
threat thereof, shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors, whether a disinterested quorum exists or not, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by former directors,
officers, employees or agents of the corporation, a former general partner of
FIS, L.P., a former manager, member, officer, employee or agent of such general
partner, or a former officer, employee or agent of FIS, L.P., may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

     Section 6.6.  Indemnification Not Exclusive.  The indemnification and
advancement of expenses provided by the other Sections of this Article shall not
be deemed exclusive of any other rights to which a person or entity seeking
indemnification or advancement of expenses may be entitled under any agreement,
vote of stockholders, disinterested directors or otherwise, both as to action in
his, her or its official capacity and as to action in another capacity while
holding such office or position.

     Section 6.7.  Insurance.  Subject to applicable laws and regulations, the
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article or of the
General Corporation Law of the State of Delaware.

     Section 6.8.  Certain Definitions.  For purposes of this Article references
to "the corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees and agents so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint


                                      -13-


venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.  For purposes of this
Article, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on or involves services by such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.

     Section 6.9.  Continuing Right to Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by this
Article shall continue as to a person or entity who has ceased to be a director,
officer, employee or agent of the corporation, a general partner of FIS, L.P.,
a manager, member, officer, employee or agent of such general partner, or an
officer, employee or agent of FIS, L.P., and shall inure to the benefit of the
heirs, executors, administrators, successors and assigns of such person or
entity.

     Section 6.10. Amendments to this Article.  A right to indemnification or to
advancement of expenses arising under a provision of this Article shall not be
eliminated or impaired by an amendment to such provision after the occurrence of
the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or
advancement of expenses is sought, unless the provision in effect at the time of
such act or omission explicitly authorizes such elimination or impairment after
such action or omission has occurred.

                                   ARTICLE VII
                       RESTRICTIONS ON TRANSFERS OF STOCK

     Section 7.1.  Restriction on Transfers.  Except as expressly permitted
under the terms and provisions of this Article VII, no stockholder shall
Transfer any of his, her of its shares of the common stock of the corporation
(hereinafter referred to in this Article VII as the "Common Stock") without the
approval of the board of directors of the corporation.  As used herein, the term
"Transfer" shall mean the sale, transfer, conveyance, assignment, pledge,
hypothecation, mortgage or other encumbrance or disposition of any shares of
Common Stock.

     Section 7.2.  Transfers Requiring Consent.  The following dispositions of
shares of Common Stock shall require consent as stated below:

         (a)   No shares of Common Stock shall be Transferred to a minor or an
     incompetent without the approval of the board of directors of the
     corporation.
         (b)   No Transfer of any shares of Common Stock shall be permitted
     without the approval of the board of directors of the corporation if such
     Transfer requires the


                                      -14-


     consent of a third party under any joint venture agreement, partnership
     agreement or other agreement to which the corporation is a party.

     Section 7.3.  Permitted Sales after Right of First Refusal Is Given.  (a)
Unless such Transfer is prohibited by Section 7.2 of this Article VII, if any
stockholder (which, for purposes of this Section 7.3, shall exclude Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") if at the time the
Master Selected Dealers Agreement and the Standard CD Selling Group Agreement,
each dated January 4, 2010, between Merrill Lynch and the corporation, and any
substantially similar distribution agreements, have been terminated) who
receives from a single third party (the "Offeror") a bona fide offer (the
"Offer") in writing signed by the Offeror for the purchase of all or a part of
such stockholder's shares of Common Stock (the "Offered Interest"), then the
stockholder who received such Offer (the "Selling Stockholder") shall, if the
Selling Stockholder wishes to accept the Offer, promptly forward a true and
correct copy thereof to the corporation and the other stockholders
(individually, a "Non-Selling Stockholder" and, collectively, the "Non-Selling
Stockholders") within ten days of the date of the Offer.  The Offer shall be
sent by certified or registered mail, return receipt requested.  The corporation
shall have the exclusive right and option for 30 days following the receipt of
said Offer to purchase all or any part of the Offered Interest on the terms and
conditions set forth in the Offer.  The corporation shall exercise its option to
purchase the Offered Interest and thereby accept the Offer of the Selling
Stockholder by actual delivery to the Selling Stockholder, within the aforesaid
30-day period, of written notice of such election or by sending such written
notice of election by certified or registered mail, return receipt requested,
properly stamped and addressed to the address of the Selling Stockholder.  The
corporation shall be deemed to have elected not to purchase the Offered Interest
if it fails to timely provide written acceptance.

   (b)  In the event the corporation does not exercise its option within such
30-day period with respect to all of the Offered Interest, the corporation
shall, by the last day of such period, give written notice of that fact to the
Non-Selling Stockholders specifying the portion of the Offered Interest not
purchased by the corporation (the "Remaining Interest").  Each Non-Selling
Stockholder who elects, within 30 days of the receipt of the notice from the
corporation, to so purchase the Remaining Interest pursuant to the Offer (an
"Electing Stockholder") shall have the right to purchase that proportion of the
Remaining Interest that the number of shares of Common Stock owned by such
Electing Stockholder bears to the total number of shares of Common Stock owned
by all Electing Stockholders.  The corporation and/or the Electing Stockholders
shall be obligated to close at the office of the corporation no later than 90
days after the date of the Offer.

   (c)  To the extent that the consideration proposed to be paid by the Offeror
for the Offered Interest consists of property other than cash or a promissory
note, the consideration required to be paid by the corporation and/or the Non-
Selling Stockholders exercising their options under this Section 7.3 may consist
of cash equal to the value of such property, as determined in good faith by
agreement of the Selling Stockholder and the corporation and/or the Non-Selling
Stockholders acquiring the Offered Interest.

   (d)  If the corporation and/or the Non-Selling Stockholders do not elect to
purchase all of the Offered Interest, the Selling Stockholder may sell the
Offered Interest, subject to Section 7.8 of this Article VII; provided, however,
that the sale (i) shall not be made at a price


                                      -15-


lower than the price offered to the corporation and the Non-Selling
Stockholders, (ii) is not made to any person other than the original Offeror,
(iii) is on the same terms and conditions as those specified in the Offer, and
(iv) is consummated within 90 days after the lapse of all options arising in
connection with the Offer.  If the Offeror or the terms or conditions of the
proposed sale are changed or the Offered Interest has not been sold prior to the
lapse of the aforesaid 90-day period, the Selling Stockholder must make a new
Offer, pursuant to the procedures in this Section 7.3, to the corporation and
the Non-Selling Stockholders prior to selling the Offered Interest.

     Section 7.4.  Permitted Transfers to Specified Parties.  Unless Transfer is
prohibited by Sections 7.2(a) and 7.3(b) of this Article VII, then
notwithstanding the provisions of Section 7.3 of this Article VII, a stockholder
may Transfer all or any part of his, her or its shares of Common Stock to
another stockholder, an Affiliate of any stockholder, his or her spouse,
parents, children, grandchildren, brother, sisters or to a trust for the sole
benefit of one or more of the aforementioned parties (herein called a "Permitted
Transferee").  As used herein, the term "Affiliate" means a person, entity or
organization directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with the person, entity or
organization in question.  The term "control," as used in the immediately
proceeding sentence, means, with respect to an entity that is a corporation, the
right to exercise, directly or indirectly, more than 50% of the voting rights
attributable to the shares of such corporation and, with respect to a person or
organization that is not a corporation, the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such person or organization.  A Permitted Transfer may be by will or intestate
succession or by inter vivos Transfer.  Any inter vivos Transfer made pursuant
to this Section 7.4 (other than a Transfer to another stockholder) shall not
become effective until the other stockholders of the corporation have received
from the Permitted Transferee an irrevocable power of attorney appointing the
stockholder transferring such shares of Common Stock or portion thereof as the
attorney-in fact for said Permitted Transferee with full power and authority to
deal in any way with such shares of Common Stock, or portion thereof, as the
case may be.  Further, the power of attorney shall provide that in the event of
the death of the attorney-in-fact the Permitted Transferee will within 90 days
after said death appoint one person to deal with the shares of Common Stock of
all Permitted Transferees and having failed to do so the board of directors of
the corporation shall have the right to appoint a substitute attorney-in-fact to
deal with such shares of Common Stock or portion thereof, as the case may be.
Said power of attorney shall be binding upon the Permitted Transferee and his,
her or its heirs, successors and assigns.  A Transfer pursuant to this
Section 7.4 shall not relieve the Transferor from any of his, her or its
obligations to the corporation.

     Section 7.5.  Applicability to Transferee.  Any transferee to whom all or
any part of the shares of Common Stock of a stockholder is Transferred (a
"Transferee") pursuant to this Article VII shall take such shares of Common
Stock subject to all of the terms and conditions of this Article VII.

     Section 7.6.  Cost of Transfers.  The Transferor and, if the Transferor
fails or refuses to do so, then the Transferee, of any shares of Common Stock
shall reimburse the corporation for all costs incurred by the corporation
resulting from any Transfer.


                                      -16-


     Section 7.7.   Effect of Attempted Disposition in Violation of Article VII.
Any attempted Transfer of any shares of Common Stock in breach of this Article
VII shall be null and void and of no effect whatever.

     Section 7.8.  Rights of Co-Sale.  (a) In connection with any Offer made
pursuant to Section 7.3 of this Article VII with respect to an Offered Interest
representing 10% or more of the fully-diluted equity of the corporation any Non-
Selling Stockholder may, in lieu of purchasing the Offered Interest pursuant to
said Section, notify the Selling Stockholder and the corporation, within 30 days
of the receipt of the notice from the corporation that there is a Remaining
Interest, of such Non-Selling Stockholder's desire to participate in the sale of
the Offered Interest on the terms set forth in the Offer, and the number of
shares of Common Stock such Non-Selling Stockholder wishes to sell.  If any Non-
Selling Stockholder has expressed a desire to sell shares of Common Stock in the
transaction, the corporation shall promptly notify the Selling Stockholder of
the aggregate number of shares of Common Stock any such Non-Selling Stockholder
wishes to sell.  The Selling Stockholder shall use his, her or its best efforts
to interest the Offeror in purchasing, in addition to the Offered Interest, the
shares of Common Stock any such Non-Selling Stockholder wishes to sell.  If the
Offeror does not wish to purchase all of the shares of Common Stock made
available by the Selling Stockholder and any such Non-Selling Stockholder, then
the Selling Stockholder and any such Non-Selling Stockholder shall be entitled
to sell, at the price and on the terms and conditions set forth in the Offer, a
portion of the Offered Interest being sold to the Offeror, in the same
proportion as the number of shares of Common Stock of the Selling Stockholders
bears to the aggregate number of shares of Common Stock owned by the Selling
Stockholder and any such Non-Selling Stockholder.  The transaction contemplated
by the Offer shall be consummated not later than 90 days after the date of the
Offer.

   (b)  If any Non-Selling Stockholder does not elect to sell the full number of
shares of Common Stock that he, she or it is entitled to sell pursuant to
Section 7.8(a), the Selling Stockholder shall be entitled to sell to the
Offeror, according to the terms set forth in the Offer, that number of his, her
or its own shares of Common Stock that equals the difference between the number
of shares of Common Stock desired to be purchased by the Offeror and the number
of shares of Common Stock such Non-Selling Stockholder has elected to sell
pursuant to Section 7.8(a).  If the Selling Stockholder wishes to sell any such
shares of Common Stock at a price per share that differs from that set forth in
the Offer, upon terms different from those previously offered to the corporation
and the Non-Selling Stockholders, or more than 90 days after the date of the
Offer, then, as a condition precedent to such transaction, such shares of Common
Stock must first be offered to the corporation and the Non-Selling Stockholders,
on the same terms and conditions as given the Offeror, and in accordance with
the procedures and time periods set forth in Section 7.3 of this Article VII and
this Section 7.8.

   (c)  The proceeds of any sale made by the Selling Stockholder without
compliance with the provisions of this Section 7.8 shall be deemed to be held in
constructive trust in such amount as would have been due any Non-Selling
Stockholder if the Selling Stockholder has complied with this Article VII.


                                      -17-


     Section 7.9.   Voting and Required Sale.  If (i) any person or entity
offers to acquire all or substantially all of the stock, assets or business of
the corporation, by merger, sale of assets or otherwise, (ii) such transaction
is approved by the board of directors of the corporation and (iii) holders of a
majority of the issued and outstanding shares of Common Stock consent in writing
to such transaction, then each stockholder shall be obligated to (a) give his,
her or its consent in favor of such transaction, to the extent any such consent
is required for the consummation of such transaction, (b) if applicable, sell,
transfer or exchange all of his, her or its shares of Common Stock in connection
with such transaction on the same terms as those approved by the board of
directors of the corporation and consented to by holders of a majority of the
issued and outstanding shares of Common Stock (with appropriate adjustment to
reflect the conversion of convertible securities and the preference and
priorities of the Class C Common), and (c) execute and deliver such instruments
of sale, transfer and exchange and take such other action, including executing
any purchase agreement, merger agreement, indemnity agreement, escrow agreement
or related documents, as may be reasonably required by the corporation in order
to carry out the terms and provisions of this Section 7.9.  If a stockholder
fails or refuses to consent to such transaction or to sell his, her or its
shares of Common Stock as required by this Section 7.9, then such stockholder
hereby grants to the Chairman of the board of directors of the corporation an
irrevocable proxy, coupled with an interest, to consent in accordance with this
Section 7.9, and hereby appoints the Chairman of the board of directors of the
corporation as his, her or its attorney-in-fact, to sell, transfer or exchange
such shares of Common Stock in accordance with the terms of this Section 7.9.
At the closing of such transaction, each stockholder shall deliver, against
receipt of the consideration payable in such transaction, any certificates
representing the shares of Common Stock that such stockholder holds of record or
beneficially, with all endorsements necessary for transfer.  In the event that
any stockholder fails or refuses to comply with the provisions of this
Section 7.9, the corporation, the holders of a majority of the issued and
outstanding shares of Common Stock and the purchaser in such transaction, at
their option, may elect to proceed with such transaction notwithstanding such
failure or refusal and, in such event and upon tender of the specified
consideration to any such stockholder, the rights of any such stockholder with
respect to the shares of Common Stock of such stockholder shall cease.

     Section 7.10. Restrictions on Sales of Control of the Corporation.  Neither
the corporation nor any stockholder shall be a party to any transaction or
series of related transactions that involves the sale, to any person or entity
or group of affiliated persons or entities, of interests in the corporation
representing a majority of the equity interests of the corporation unless all
holders of the Common Stock are allowed to participate in such transaction and
the consideration received pursuant to such transaction is allocated among such
holders in proportion to the number of shares of Common Stock which they own.

     Section 7.11. Termination.  (a) The provisions of this Article VII shall
cease to be applicable upon the earlier of the closing of a Sale Transaction and
the closing of an Initial Public Offering.

   (b)  The provisions of Sections 7.3, 7.8, and 7.10 of this Article VII shall
not apply to any sale of shares of Common Stock pursuant to a Sale Transaction
or an Initial Public Offering.


                                      -18-


   (c)  As used herein, the term "Sale Transaction" shall mean (i) a merger or
consolidation in which (x) the corporation is a constituent party, or (y) a
subsidiary of the corporation is a constituent party and the corporation issues
its equity securities pursuant to such merger or consolidation, except in the
case of either clause (x) or (y) any such merger or consolidation involving the
corporation or a subsidiary of the corporation in which the equity securities of
the corporation outstanding immediately prior to such merger or consolidation
continue to represent, or are converted into or exchanged for equity securities
that represent, immediately following such merger or consolidation, more than
50% of the equity interests of (A) the surviving or resulting entity or (B) if
the surviving or resulting entity is a wholly owned subsidiary of another entity
immediately following such merger or consolidation, the parent of such surviving
or resulting entity; (ii) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by the
corporation or a subsidiary of the corporation of all or substantially all the
assets of the corporation and the subsidiaries of the corporation, taken as a
whole (except where such sale, lease, transfer, exclusive license or other
disposition is to a wholly owned subsidiary of the corporation); or (iii) the
sale or transfer, in a single transaction of series of related transactions, by
the stockholders of the corporation of more than 50% of the then outstanding
equity interests of the corporation to any person or entity or group of
affiliated persons or entities.  As used herein, the term "Initial Public
Offering" shall mean the initial issuance of Common Stock by the corporation in
a firm-commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 8.1.  Seal.  The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

     Section 8.2.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

     Section 8.3.  Checks.  All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolution of the board of directors.

     Section 8.4.  Notice.  Whenever by statute, the Certificate of
Incorporation or these Bylaws, notice is required to be given to any committee
member, director or stockholder and no provision is made as to how such notice
shall be given, any such notice shall be in writing and may be given (a) by
hand delivery, (b) by mail, postage prepaid, addressed to such committee member,
director, or stockholder at his, her or its address as it appears on the books
or (in the case of a stockholder) the stock transfer records of the corporation,
or (c) by any other method


                                      -19-


permitted by law, including, but not limited to, overnight courier service,
telegram, cablegram or, to the extent permitted by the provisions of the General
Corporation Law of the State of Delaware, electronic transmission; provided,
however, that any notice given to a stockholder by electronic transmission must
be given by a form of electronic transmission consented to by the stockholder to
whom the notice is given.  Any notice required or permitted to be given by mail
shall be deemed to be given when deposited in the United States mail as
aforesaid.  Any notice required or permitted to be given by overnight courier
service shall be deemed to be given at the time delivered to such service with
all charges prepaid and addressed as aforesaid.  Any notice required or
permitted to be given by telegram or cablegram shall be deemed to be given at
the time transmitted with all charges prepaid and addressed as aforesaid.  Any
notice given by electronic transmission shall be deemed given:  (i) if by
facsimile telecommunication, when directed to a number at which the committee
member, director or stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the
committee member, director or stockholder has consented to receive notice;
(iii) if by a posting on an electronic network together with separate notice to
the committee member, director or stockholder of such specific posting, upon the
later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the
committee member, director or stockholder.  Notice given by any other method not
described above shall only be deemed to have been given when actually received
by the person or entity to whom such notice is intended to be given.  Whenever,
under the provisions of the laws of the State of Delaware, the Certificate of
Incorporation or these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice but such notice
may be given in writing, by mail, addressed to such director or stockholder, at
his or her address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail.  Notice to a stockholder
may also be given by telegram or by a form of electronic transmission consented
to by the stockholder to whom the notice is given.

     Section 8.5.  Waiver of Notice.  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a written waiver thereof, signed by the person
or persons entitled to said notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.  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.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice or any
waiver by electronic transmission.


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                                   ARTICLE IX
                                   AMENDMENTS

     Section 9.1.  Bylaw Amendments.  Except as provided in the Certificate of
Incorporation, and subject to any required approval of a class of stockholders,
these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by
the stockholders or by the board of directors at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the
stockholders or of the board of directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws is contained in the notice of such
special meeting.

























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