EX-99.77C VOTES

				First Financial Fund, Inc.

	Meeting of Shareholders Voting Results(Unaudited)

	On August 18, 2004, the Fund held its Annual Meeting of
Shareholders to consider the election of Directors of the Fund
and certain corporate governance proposals.  The following
votes were recorded:

PROPOSAL 1: (Voting by Shareholders):
	Election of Richard I. Barr as Director of the Fund
				# of Votes Cast		% of Votes Cast
	Affirmative		21,176,418.4718		 97.9
	Withheld		     461,869.9532	   	  2.1
               Total	21,638,288.4250		100.0


	Election of Susan L. Ciciora as Director of the Fund
				# of Votes Cast		% of Votes Cast
	Affirmative		21,161,539.0493		 97.8
	Withheld		     476,749.3757		  2.2
               Total	21,638,288.4250		100.0


	Election of Dr. Dean Jacobson as Director of the Fund
				#of Votes Cast		% of Votes Cast
	Affirmative		21,179,728.8619		 97.9
	Withheld		     458,559.5631		  2.1
              Total	21,638,288.4250		100.0


	Election of Stephen C. Miller as Director of the Fund
				#of Votes Cast		% of Votes Cast
	Affirmative		21,165,629.0493		 97.8
	Withheld		     472,659.3757         2.2
              Total	21,638,288.4250		100.0


	Election of Joel W. Looney as Director of the Fund
				#of Votes Cast		% of Votes Cast
	Affirmative		21,169,396.8186		 97.8
	Withheld		   468,891.6064		  2.2
               Total	21,638,288.4250		100.0


PROPOSAL 2: (Voting by Shareholders):
An amendment to the bylaws to declassify the Board
and an amendment to the Fund's charter to provide
for annual election of Directors
				#of Votes Cast		% of Votes Cast
For				20,741,511.8247	 	95.9
Against		  	 788,770.8287	 	 3.6
Abstain		  	 108,003.7716	 	 0.5
No Vote				 2.0000	 	 0.0
Total				21,638,288.4250		100.0


PROPOSAL 3: (Voting by Shareholders):
An amendment to the Charter providing that Directors
shall be elected by a plurality of votes cast at a
meeting at which a quorum is present
				#of Votes Cast		% of Votes Cast
For				20,810,026.3762	 	96.2
Against		   	   684,106.9557	  	 3.2
Abstain	   	   	   144,152.0931	  	 0.6
No Vote				   3.0000	  	 0.0
Total				21,638,288.4250	     100.0


PROPOSAL 4: (Voting by Shareholders):
An amendment to the Charter that the Secretary of the
Fund shall call a special stockholders meeting upon
written request of the holders of at least 25% of
outstanding shares entitled to vote at the meeting
				#of Votes Cast		% of Votes Cast
For				16,612,529.5931	 	76.8
Against		   	   744,048.3126    	 3.5
Abstain	   	  	   159,992.5193	  	 0.7
No Vote		       4,121,718.0000		19.0
Total				21,638,288.4250	     100.0


PROPOSAL 5: (Voting by Shareholders):
An amendment to the Charter vesting in the stockholders
the power to amend or adopt Bylaws by the affirmative
vote of a majority of all votes entitled to be cast on
the matter

				#of Votes Cast		% of Votes Cast
For				16,780,339.5317		 77.6
Against		  	 527,365.7759     	  2.4
Abstain		  	 208,866.1174	   	  1.0
No Vote			 4,121,717.0000	       19.0
Total				21,638,288.4250		100.0


PROPOSAL 6: (Voting by Shareholders):
An amendment to the Charter prohibiting the Fund from
opting into any provision of the Maryland Unsolicited
Takeovers Act

				#of Votes Cast		% of Votes Cast
For				16,718,152.6880	 	77.3
Against		  	   494,775.5488     	2.3
Abstain		   	   303,642.1882	  	1.4
No Vote		 	 4,121,718.0000	 	19.0
Total				21,638,288.4250		100.0


PROPOSAL 7: (Voting by Shareholders):
An amendment to the Charter repealing Article Ninth
and replacing it with a provision providing that no (a)
business combination (e.g., mergers, consolidation,
share exchanges),(b) voluntary liquidation or dissolution,
(c) stockholder proposal regarding specific investment
decisions, (d) proposal to open-end the Fund, or (e) self
tender for more that 25% of the Fund's shares in any
twelve-month period, may be effected without the affirmative
vote of the holders of at least two-thirds of outstanding
shares entitled to be cast on the matter

				#of Votes Cast		% of Votes Cast
For				16,518,447.9399		 76.3
Against		   	   730,697.8525  		  3.4
Abstain     	   	   267,426.6326		  1.3
No Vote		  	  4,121,716.000		 19.0
Total				21,638,288.4250		100.0


PROPOSAL 8: (Voting by Shareholders):
An amendment to the Charter to establish the maximum number
of Directors at five
				#of Votes Cast		% of Votes Cast
For				20,903,374.8608	   	 96.6
Against		   	   548,181,6962     	  2.5
Abstain		         186,728.8680	  	  0.9
No Vote		               3.0000	  	  0.0
Total				21,638,288.4250 		100.0


PROPOSAL 9: (Voting by Shareholders):
A proposal to amend and restate the Charter, the implementation
of which is contingent on the approval of Proposals 2 through 9

				#of Votes Cast		% of Votes Cast
For				16,632,647.8768	 	 76.9
Against		   	   600,568.0679     	  2.8
Abstain		   	   283,354.4803	  	  1.3
No Vote		 	 4,121,718.0000    	 19.0
Total				21,638,288.4250 		100.0

PROPOSAL 10A: (Voting by Shareholders):
A proposal to change the Fund's current industry policies so
that the Fund shall invest at least 65% of its assets in the
financial services industry
				#of Votes Cast		% of Votes Cast
For				16,727,039.6062	 	77.3
Against		         564,270.4279     	 2.6
Abstain		         225,261.3909	  	 1.1
No Vote			 4,121,717.0000    	19.0
Total				21,638,288.4250 		100.0

PROPOSAL 10B: (Voting by Shareholders):
A proposal to make the Fund's policy of investing 80% of
its assets in financial services companies non-fundamental
				#of Votes Cast		% of Votes Cast
For				16,655,953.2650		77.0
Against		 	  709,925.2500     	 3.3
Abstain		  	  150,692.91000	 	 0.7
No Vote		 	4,121,717.0000    	19.0
Total				21,638,288.4250 		100.0

EX-99.77Q1 OTHR EXHB

FIRST FINANCIAL FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
FIRST:		First Financial Fund, Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its charter as currently in
effect and as hereinafter amended.SECOND:	The following provisions are
all the provisions of the charter (the "Charter") currently in effect
and as hereinafter amended:
ARTICLE I
NAME
The name of the corporation (the "Corporation") is:
First Financial Fund, Inc.
ARTICLE II
PURPOSE
		Section 2.1	(a)	The purposes for which the Corporation is
formed are to act as a closed-end, diversified management investment
company registered as such with the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940 (the 1940 Act), and to
exercise and enjoy all of the powers, rights and privileges granted to or
conferred upon corporations by the General Laws of the State of Maryland
now or hereafter in force, including:
		(1)	To hold, invest and reinvest the funds of the
Corporation, and to purchase, subscribe for or otherwise acquire, to hold
for investment or otherwise, and in connection therewith to hold part or
all of its funds in cash, to trade and deal in, sell, assign, negotiate,
transfer, exchange, lend, pledge or otherwise dispose of or turn to
account or realize upon, securities, (which term securities shall,
for the purpose of this charter (the Charter), include stocks,
shares,bonds, debentures, bills, time notes and deposits, mortgages,
any other obligations or evidence of indebtedness and futures contracts;
and any certificates, receipts, warrants, options or other instruments
representing rights or obligations to receive, purchase,
subscribe for or sell the same, or evidencing or representing any other rights
or interest, including all rights of equitable ownership therein or in any
property or assets; and any negotiable or non-negotiable instruments and money
market instruments, including bank certificates of deposit, finance paper,
commercial paper, bankers' acceptances and all kind of repurchase and reverse
repurchase agreements) of any corporation, association, trust, firm or other
organization however and wherever established or organized, as well as
securities issued by any government of any state, municipality or other
political subdivision or any other governmental or quasi-governmental
agency or instrumentality thereof.
		(2)	To enjoy all rights, powers and privileges of ownership or
interest in all securities held by the Corporation including the right to vote
thereon and otherwise act with respect thereto and to do all acts for the
preservation, protection, improvement and enhancement in value of all such
securities.
		(3)	To issue and sell shares of its own stock, including shares
in fractional denominations, and securities convertible or exchangeable,
with or without the payment of additional consideration, into such stock in
such amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including securities) now or hereafter
permitted by the laws of the State of Maryland and by the Charter,
as its Board of Directors may, and which is hereby authorized to, determine.
		(4)	To purchase, repurchase, or otherwise acquire, hold, dispose
of, resell, transfer, reissue or cancel shares of its stock, in any manner and
to the extent now or hereafter permitted by the laws of the State of Maryland
and by the Charter.
		(5)	To conduct and carry on its business, or any part thereof,
to have one or more offices, and to exercise any or all of its corporate
powers and rights, in the State of Maryland and in any other states,
territories, districts, and dependencies of the United States, and
in any foreign countries.
		(6)	To aid by further investment any issuer, any obligation of or
interest in which is held by the Corporation or in the affairs of which the
Corporation has any direct or indirect interest; to do all acts and things
designed to protect, preserve, improve or enhance the value of such obligation
or interest; to guarantee or become surety on any or all of the contracts,
stocks, bonds, notes, debentures and other obligations of any corporation,
company, trust association or firm.
		(7)	In general, to carry on any other business in connection with
or incidental to its corporate purposes, to do everything necessary,
suitable or proper for the accomplishment of such purposes or for the
attainment of any object or the furtherance of any power hereinbefore set
forth, either alone or in association with others, to do every other act
or thing incidental or appurtenant to or growing out of or connected with
its business or purposes, objects or powers, and, subject to the foregoing,
to have and exercise all the powers, rights and privileges conferred upon
corporations by the laws of the State of Maryland as in force from
time to time.
			(b)	The foregoing clauses (a) (1) (a) (7) inclusive
shall be construed both as objects and powers and the enumeration of
specific powers shall not be held to limit or restrict in any manner
the general powers of the Corporation.
		Section 2.2	Incident to meeting the purposes specified in Section
2.1, the Corporation also shall have the power:
		(1)	To acquire (by purchase, lease or otherwise) and to hold, use,
maintain,develop and dispose (by sale or otherwise) of any property, real or
personal, and any interest therein.
		(2)	To borrow money and, in this connection, issue notes or other
evidence of indebtedness.
		(3)	Subject to any applicable provisions of law, to buy, hold,
sell, and otherwise deal in and with foreign exchange, including the purchase
and sale of future contracts.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of Maryland
is c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202.  The name of the resident agent of the Corporation in the State
of Maryland is The Corporation Trust Incorporated whose post office address is
300 East Lombard Street, Baltimore, Maryland 21202.  The resident agent is a
Maryland corporation.
ARTICLE IV
AUTHORIZED STOCK AND PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

		Section 4.1	The number of the Directors shall be five.  The names of
the directors who shall serve until the next annual meeting of stockholders and
until their successors
are duly elected and qualify are:
		Dean Jacobson
		Richard I. Barr
		Joel W. Looney
		Stephen C. Miller
		Susan L. Ciciora
		Section 4.2	The Directors  shall be elected at each annual meeting
of the stockholders commencing in 2004, except as necessary to fill any
vacancies, and each Director elected shall hold office until his or her
successor is duly elected and qualifies, or until his or her
earlier resignation, death, or removal.
		Section 4.3	A plurality of all the votes cast at a meeting at which
a quorum is present shall be sufficient to elect a director.
		Section 4.4	The Secretary of the Corporation shall call a special
meeting of the stockholders on the written request of stockholders entitled to
cast at least 25% of all the votes entitled to be cast at the meeting.
Section 4.5	The Bylaws of the Corporation, whether adopted by the Board of
Directors or the stockholders, shall be subject to amendment, alteration or
repeal, and new Bylaws may be made, by either (a) the affirmative vote of a
majority of all the votes entitled to be cast on the matter; or (b)
the Board of Directors; provided, however, that the Board of Directors
may not (i) amend or repeal a Bylaw that allocates solely to stockholders
the power to amend or repeal such Bylaw, or (ii) amend or repeal Bylaws or
make new Bylaws that conflict with or otherwise alter in any material
respect the effect of Bylaws previously adopted by the stockholders.
Section 4.6	(a)	All corporate powers and authority of the Corporation
(except as at the time otherwise provided by statute, by the Charter or by the
Bylaws) shall be vested in and exercised by the Board of Directors.
			(b)	The Board of Directors shall have power from time to
time to determine whether and to what extent, and at what times and places and
under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be
open to the inspection of stockholders; and no stockholder shall have
any right to inspect any account, book or document of the Corporation
except to the extent permitted by statute or the Bylaws.
			(c)	The Board of Directors shall have the power to
determine, as provided herein, or if provision is not made herein,
in accordance with generally accepted accounting principles, what
constitutes net income, total assets and the net asset value of the
shares of Common Stock of the Corporation.  It may delegate such power
and duty to any one or more of the directors and officers of the Corporation,
to the investment adviser, administrator, custodian or depositary of the
Corporation's assets, or to another agent of the Corporation appointed
for such purpose.
			(d)	The Board of Directors shall have the power to
distribute dividends from funds legally available therefor in such amounts, if
any, and in such manner and to the stockholders of record as of such date, as
the Board of Directors may determine.
Section 4.7	Neither the stockholders personally nor their property shall be
liable to any extent for the payment of the corporate debts.
ARTICLE V
STOCK
		The total number of shares of stock that the Corporation shall have
the authority to issue is 50,000,000 shares of Common Stock, par value
$.001 per share (the "Common Stock"), having an aggregate par value of
$50,000.  Stockholders shall not have preemptive rights to acquire any
shares of the Corporation's stock; and any or all of such shares of the
Corporation, whether now or hereafter authorized or created, may be issued,
or may be reissued or transferred if the same have been reacquired to such
persons, firms, corporations and associations, and for such lawful
consideration, and on such terms as the Board of Directors in its
discretion may determine, without first offering the same, or any thereof,
to any said holder.  All shares of authorized Common Stock, when issued
for such consideration or minimum consideration as the Board of Directors
may determine, which consideration or minimum consideration may also be
determined in accordance with a formula or
other method prescribed by the Board of Directors, shall be fully paid and
nonassessable.  Voting power in the election of directors and for all other
purposes shall be vested exclusively in the holders of Common Stock.
ARTICLE VI
EXTRAORDINARY ACTIONS
Section 6.1	Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.
Section 6.2	(1)  In this Section, "Business Combination" means:
			(i)  a merger or consolidation of the Corporation with or into
any person other than an investment company in a family of investment companies
having the same investment adviser or administrator as the Corporation;
			(ii) the sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or with
any other person of any assets of the Corporation except (x) for the payment of
dividends or other distributions, (y) for portfolio transactions of the
Corporation effected in the ordinary course of the Corporation's
business, including permitted borrowings, or (z) in connection with a
reorganization of the Corporation with another investment company in a
family of investment companies having the same investment adviser or
administrator as the Corporation; or
			(iii) the issuance or transfer by the Corporation (in one
transaction or a series of transactions) of any shares of the Corporation
to any other person in exchange for cash, securities or other property of the
Corporation (or a combination thereof), but excluding (v) sales
of any shares of the Corporation in connection with a public offering
thereof or for shares of preferred stock or debt securities of the
Corporation in connection with a private placement thereof, (w) issuance
of any securities of the Corporation upon the exercise of any stock
subscription right issued by the Corporation, (x) with respect to the
Corporation's dividend reinvestment and/or cash purchase plan,
(y) in connection with a dividend or distribution made pro rata to all
holders of stock of the same class, or (z) a transaction within the scope
permitted under (1)(i) or (ii) above.
		(2) 	In addition to the approval by the Board of Directors required
by applicable law, the Charter or the Bylaws of the Corporation, the
affirmative vote of the holders of shares entitled to cast at least
two-thirds of all the votes entitled to be cast on the matter shall be required
to approve:
			(i)   a Business Combination;
			(ii)  a voluntary liquidation or dissolution of the
Corporation;
			(iii) a stockholder proposal as to specific investment
decisions made or to be made with respect to the Corporation's assets;
			(iv)  an amendment to the Charter to convert the Corporation
from a closed-end investment company to an open-end investment company or unit
investment trust (as such terms are defined by the 1940 Act), whether by merger
or otherwise;
			(v)   a self tender for, or acquisition by the Corporation of,
more than 25% of the Corporation's outstanding shares of stock, in the
aggregate, during any twelve-month period.
		(3) 	This Section may not be amended, altered or repealed without
the affirmative vote of the holders of shares entitled to cast at least two-
thirds of all the votes entitled to be cast on the matter.
Section 6.3	The Corporation is prohibited from electing to be subject to any
provision of Title 3, Subtitle 8 of the MGCL, as amended from time to time, or
any successor to
such provisions.

ARTICLE VII
LIMITATIONS ON LIABILITY; INDEMNIFICATION
	Section 7.1	To the maximum extent permitted by applicable law (including
Maryland law and the 1940 Act) as currently in effect or as may hereafter be
amended:
		(1)	No director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages; and
		(2)	The Corporation shall indemnify and advance expenses as
provided in the Bylaws to its present and past directors, officers, employees
and agents, and persons who are serving or have served at the request of the
Corporation in similar capacities for other entities.
	Section 7.2	No amendment, alteration or repeal of this Article VII, or the
adoption, alteration or amendment of any other provision of the Charter or
Bylaws inconsistent with this Article VII, shall adversely affect any
limitation on liability or indemnification of any person under this
Article VII with respect to any act or failure to act which occurred
prior to such amendment, alteration, repeal or adoption.
ARTICLE VIII
AMENDMENTS
		Section 8.1	Except as set forth in Section 8.2, any of the
provisions of the Charter may be amended, altered or repealed upon the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock.
	Section 8.2	Any amendment, alteration or repeal of Section 6.2, Article
VII or this Article VIII requires the affirmative vote or consent of the
holders of sixty-six and two-thirds percent (66 2/3%) of the outstanding
shares of Common Stock.
THIRD:  The amendment to and restatement of the Charter as hereinabove set
forth have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
FOURTH:  The current address of the principal office of the Corporation is as
set forth in Article III of the foregoing amendment and restatement of the
Charter.
FIFTH:  The name and address of the Corporation's current resident agent is as
set forth in Article III of the foregoing amendment and restatement of the
Charter.
SIXTH:  The number of directors of the Corporation and the names of those
currently in office are as set forth in Article IV of the foregoing amendment
and restatement of the Charter.
 SEVENTH:  The undersigned President acknowledges these Articles of
Amendment and Restatement to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the undersigned
President acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects
and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President and
attested to by its Assistant Secretary on this _18th_day of August, 2004.
ATTEST:						FIRST FINANCIAL FUND, INC.



_/s/ Thomas Calabria________			By: /s/ Stephen C. Miller__(SEAL)
Thomas Calabria					       Stephen C. Miller
Assistant Secretary					       President



::ODMA\PCDOCS\BA0DOCS1\133500\2	12

EX-99.77Q1 OTHR EXHB

FIRST FINANCIAL FUND, INC.

AMENDED AND RESTATED BYLAWS

 ARTICLE I
OFFICES

Section 1. PRINCIPAL OFFICE.  The principal office of the Corporation in the
State of Maryland shall be located at such place as the Board of Directors may
designate.

Section 2. ADDITIONAL OFFICES.  The Corporation may have additional offices,
including a principal executive office, at such places as the Board
of Directors may from time to time determine or the business of the
Corporation may require.

 ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. PLACE.  All meetings of stockholders shall be held at the
principal executive office of the Corporation or at such other place as
shall be set by the Board of Directors and stated in the notice of the
meeting.

Section 2. ANNUAL MEETING.  An annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers of
the Corporation shall be held on a date and at the time and place set by the
Board of Directors during the month of July in each year.

Section 3. SPECIAL MEETINGS.
	(a) General.  The Chairman of the Board, the President or the Board of
Directors may call a special meeting of the stockholders.  Subject to
subsection (b) of this Section 3, a special meeting of stockholders shall
also be called by the Secretary of the Corporation upon the written request
of stockholders entitled to cast not less than twenty-five percent of all
the votes entitled to be cast at such meeting.
	(b) Special Meetings Requested by Stockholders.
		(1) 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
fixing of a record date to determine the stockholders entitled to request a
special meeting (the "Request Record Date").  The Request Record Date shall be
the Business Day (as defined below) immediately following the date the Record
Date Request Notice is received by the Secretary.  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").
		(2) In order for any stockholder to request a special meeting, the
following shall be delivered to the Secretary: 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 twenty-five percent  (the "Special Meeting
Percentage") of all of the votes entitled to be cast at such meeting (the
"Special Meeting Request").    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 30 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) above, the Secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
The Board of Directors may revoke the notice for any Stockholder
Requested Meeting (defined below) if the requesting stockholders fail to
comply with the provisions of this paragraph (3).
		(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, the President 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 be less
than 60 nor 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 a date and time for a Stockholder Requested
Meeting within ten days after the date that a valid Special Meeting
Request is received by the Secretary (the "Delivery Date"), 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, 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,
the President 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 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.
		(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 been
mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders
who have not revoked such requests written notice that the requisite
Special Meeting Percentage has not been met because of such revocations,
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 or the
President 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) three 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 three 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, the term "Business Day" shall mean
any day other than a Saturday, a Sunday or other day on which banking
institutions in the State of Colorado are authorized or obligated by law or
executive order to close.

Section 4. NOTICE.  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 11(a) 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 5. 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, if any, or, in the case of a vacancy in the office or absence of
the Chairman of the Board, by one of the following officers present at the
meeting:  the Vice Chairman of the Board, if any, the President, any Vice
President, the Secretary, the Treasurer or, in the absence of such officers, a
chairman chosen by the stockholders by the vote of a majority of the votes cast
by stockholders present in person or by proxy.  The Secretary or, in the
Secretary's absence, an Assistant Secretary or, in the absence
of both the Secretary and Assistant Secretaries, an individual appointed by the
Board of Directors or, in the absence of such appointment, an individual
appointed by the chairman of the meeting shall act as secretary.  In the
event that the Secretary presides at a meeting of the stockholders, an
Assistant Secretary, or, in the absence of Assistant secretaries, an
individual appointed by the Board of Directors or the chairman of the meeting,
shall record the minutes of the meeting.  The order of business and all other
matters of procedure at any meeting of stockholders shall be determined by
the chairman of the meeting.  The chairman of the meeting may prescribe such
rules, regulations and procedures and take such action as, in the discretion of
such chairman, 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 representatives 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 or 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 a
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 6. QUORUM.  The presence in person or by proxy of the holders of shares
of stock of the Corporation entitled to cast a majority of the votes
entitled to be cast (without regard to class) shall constitute a quorum
at any meeting of the stockholders, except with respect to any such matter
that, 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 shares
entitled to cast a majority of the votes entitled to be cast by each such
class on such a matter shall constitute a quorum.  This section shall not
affect any requirement under any statute or the charter of the Corporation
for the vote necessary for the adoption of any measure.
	If, however, such quorum shall not be present at any meeting of the
stockholders, the chairman of the meeting or the stockholders entitled to vote
at such meeting, present in person or by proxy, shall have the power to adjourn
the meeting from time to time to a date not more than 120 days after the
original record date without notice other than announcement at the meeting.
At such adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as originally
notified.
	The 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.

Section 7. VOTING.  A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be
sufficient to elect a director.  Each share may be voted for as many
individuals as there are directors to be elected and for whose election
the share is entitled to be voted.  A majority of the votes cast at a
meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than or less than a majority of the votes
cast is required by statute or by the charter of the Corporation.  Unless
otherwise provided in the charter, each outstanding share, regardless
of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders.

Section 8. 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 9. VOTING OF STOCK BY CERTAIN HOLDERS.  Stock of the
Corporation registered in the name of a corporation, partnership,
trust or other entity, if entitled to be voted, may be voted by the
President or a Vice President, a general partner or trustee thereof,
as the case may be, or a proxy appointed by any of the foregoing
individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body
of such corporation or other entity or agreement of the partners of a
partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock.  Any director
or other fiduciary may vote stock registered in his or her name as
such fiduciary, either in person or by proxy.
	Shares of stock of the Corporation directly or indirectly owned
by it shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be
voted at any given time, unless they are held by it in a fiduciary
capacity, in which case they may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

Section 10. INSPECTORS.  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 shares
represented at the meeting, 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, and
determine the result, and do such acts as are proper to conduct the
lection 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. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR
DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.
(a) Annual Meetings of Stockholders.
	(1) 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 and at the time of the annual meeting, who is entitled to
vote at the meeting and who has complied with this Section.
	(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 11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders.  To be timely, a
stockholder's notice shall set forth all information required under this
Section 11 and shall be delivered to the Secretary at the principal
executive office of the Corporation not later than 5:00 p.m., Mountain
Time, on the 120th day prior to the first anniversary of the date of mailing
of the notice for the preceding year's 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 first anniversary of the date
of the preceding year's annual meeting, notice by the stockholder to be
timely must be so delivered not later than 5:00 p.m., Mountain 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 Investment
Company Act of 1940, as amended, and the rules promulgated thereunder
(the "Investment Company 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 11(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) For purposes of this Section 11, "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 11 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 11.  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 11(a) shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than 5:00 p.m., Mountain 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.
		(1) 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 reasonable 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 11.  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 11.
	(2) Only such individuals who are nominated in accordance with this
Section 11 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 11.
The chairman of the meeting shall have the power to determine, in his or her
reasonable discretion, 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 11.
	(3) For purposes of this Section 11, (a) the "date of mailing of the
notice" shall mean 3 business days after the date of the proxy statement
for the solicitation of proxies for election of directors 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 Investment Company Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a
stockholder shall also comply with all applicable requirements of state law,
the Exchange Act and the rules and regulations thereunder and of any
other applicable laws with respect to the matters set forth in this
Section 11.  Nothing in this Section 11 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
DIRECTORS
Section 1. GENERAL POWERS.  The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.

Section 2. NUMBER AND TENURE.  Unless otherwise required by law, the
number of Directors shall be five, not more nor less.

Section 3. ANNUAL AND REGULAR MEETINGS.  An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being
necessary.  In the event such meeting is not so held, 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.
Regular meetings of the Board of Directors shall be held from time to
time at such places and times as provided by the Board of Directors
without notice.

Section 4. 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
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 notice other than such resolution.

Section 5. 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 6. QUORUM.  A majority 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 majority of such directors are present at said meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to applicable
law, the charter of the Corporation or these Bylaws, the vote of a majority
of a particular group of directors is required for action, a quorum must also
include a majority of such group.
	The 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 7. 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 statute or the charter.  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 the directors still
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 or the charter.

Section 8. ORGANIZATION.  At each meeting of the Board of Directors, the
Chairman of the Board or, in the absence of the chairman, the Vice Chairman of
the Board, if any, shall act as Chairman.  In the absence of both the chairman
and Vice Chairman of the Board, 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.  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, shall act as secretary of the meeting.

Section 9. 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;
provided however, this Section 9 does not apply to any action of the directors
pursuant to the Investment Company Act that requires a vote of the directors
to be cast in person at the meeting.  Participation in a meeting by these
means shall constitute presence in person at the meeting.

Section 10. 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 in writing or by electronic
transmission to such action is given by each director and is filed with the
minutes of proceedings of the Board of Directors; provided however, this
Section 10 does not apply to any action of the directors pursuant to
the Investment Company Act that requires a vote of the directors to be
cast in person at the meeting.

Section 11. VACANCIES.  If for any reason any or all the directors cease to be
directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder (even if fewer
than three directors remain).  Any vacancy on the Board of Directors for
any cause other than an increase in the number of directors shall be filled
by a majority of the remaining directors, even if such majority is less
than a quorum.  Any vacancy in the number of directors created by an
increase in the number of directors may be filled by a majority vote of
the entire Board of Directors.  Any individual so elected as director
shall serve until the next annual meeting of stockholders and until his
or her successor is elected and qualifies.

Section 12. COMPENSATION.  Directors shall not receive any stated salary for
their services as directors but, by resolution of the Board of Directors, may
receive compensation per year and/or per meeting and/or per visit to real
property or other facilities owned or leased by the Corporation and for any
service or activity they performed or engaged in as directors.  Directors
may be reimbursed for expenses of attendance, if any, at each annual,
regular or special meeting of the Board of Directors or of any committee
thereof and for their expenses, if any, in connection with each property
visit and any other service or activity they performed or engaged in as
directors; but nothing herein contained shall be construed to preclude
any directors from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 13. LOSS OF DEPOSITS.  No director shall be liable for any loss which
may occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom moneys or stock have been deposited
or custodied.

Section 14. 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 15. 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 16.	COMMON STOCK DIRECTORS.  	At such time as the Corporation is
required by law to have greater than a majority of its directors be persons who
are not "interested persons" of the Corporation (as defined in the Investment
Company Act), in the event the Corporation has any class of preferred stock
outstanding permitting preferred stockholders to elect two members of the Board
of Directors and so long as the preferred stockholders have the right to elect
such Directors, no Directors nominated to represent the common stockholders may
be an "interested person" (as defined in the Investment Company Act).  This
provision may only be amended, altered or repealed upon the affirmative vote of
the holders of a majority of the votes entitled to be cast by stockholders.

 ARTICLE IV
COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS.  The Board of Directors
may appoint from among its members an Executive Committee, an Audit
Committee, a Nominating Committee and other committees, composed of
one or more directors, 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 of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee.  The act of a majority of the
committee members present at a meeting shall be the act
of such committee.  The Board of Directors may designate a chairman of any
committee, and such chairman or, 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 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 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, except as otherwise
required  under the Investment Company Act.

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 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.  Subject to the power of
the Board, the members of the committee shall have the power to fill any
vacancies on the committee.

 ARTICLE V
OFFICERS

Section 1. GENERAL PROVISIONS.  The officers of the Corporation shall include
a President, a Secretary and a Treasurer and may include a Vice Chairman of the
Board, 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.  Each officer shall hold office until his or her successor
is elected and qualifies or until his or her death, or his or her resignation
or removal in the manner hereinafter provided.  Any two or more offices except
President and Vice President may be held by the same person.  Election of an
officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION.  Any officer or agent of the
Corporation may be removed, with or without cause, by the Board of Directors if
in its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.  Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary.  Any
resignation shall take effect 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.

Section 3. VACANCIES.  A vacancy in any office may be filled by the Board of
Directors for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER.  The Board of Directors may designate a
chief executive officer.  The chief executive officer shall have general
responsibility for implementation of the policies of the Corporation, as
determined by the Board of Directors, and for the management of the business
and affairs of the Corporation. He or she may execute any deed, mortgage,
bond, contract or other instrument, except in cases where the execution
thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation or shall
be required by law to be otherwise executed; and in general shall perform
all duties incident to the office of chief executive officer and such
other duties as may be prescribed by the Board of Directors from time to
time.

Section 5. CHIEF OPERATING OFFICER.  The Board of Directors may designate a
chief operating officer.  The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

Section 6. CHIEF FINANCIAL OFFICER.  The Board of Directors may designate a
chief financial officer.  The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

Section 7. CHAIRMAN OF THE BOARD.  The Board of Directors shall designate a
Chairman of the Board who shall not be an officer of the corporation.  The
Chairman of the Board shall preside over the meetings of the Board of Directors
and of the stockholders at which he shall be present.  The Chairman of the
Board shall perform such other duties as may be assigned to him or her by
the Board of Directors.

Section 8. PRESIDENT.  In the absence of a chief executive officer, the
President shall in general supervise and control all of the business and
affairs of the Corporation.  In the absence of a designation of a chief
operating officer by the Board of Directors, the President shall be the
chief operating officer.  He or she may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or shall be required by law
to be otherwise executed; and in general shall perform all duties incident
to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS.  In the absence of the President or in the event of
a vacancy in such office, the Vice President (or in the event there is more
than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation, then in the
order of their election) shall perform the duties of the President and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President; and shall perform such other duties as from time to time
may be assigned to such Vice President by the President or by the Board of
Directors.  The Board of Directors may designate one or more Vice Presidents
as executive Vice President, senior Vice Presidents, or as Vice President
for particular areas of responsibility.

Section 10. SECRETARY.  The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the
seal of the Corporation; (d) keep a register of the post office address
of each stockholder which shall be furnished to the Secretary by such
stockholder; (e) have general charge of the stock transfer books of the
Corporation; and (f) in general perform such other duties as from time to time
may be assigned to him by the chief executive officer, the President or by the
Board of Directors.

Section 11. TREASURER.  The Treasurer 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.  In the absence of a designation of a chief financial
officer by the Board of Directors, the Treasurer shall be the chief financial
officer of the Corporation.  The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and Board of
Directors, at the regular meetings of the Board of Directors or whenever
it may so require, an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation.  If required by the Board
of Directors, the Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his or her office
and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers,
vouchers, moneys and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The
Assistant secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer,
respectively, or by the President or the Board of Directors.  The Assistant
Treasurers shall, if required by the Board of Directors, give bonds for the
faithful performance of their duties in such sums and with such surety or
sureties as shall be satisfactory to the Board of Directors.

 ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS.  The Board of Directors, the Executive Committee or
another committee of the Board of Directors within the scope of its delegated
authority may authorize any officer or agent to enter into any contract or to
execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.  Any agreement, deed, mortgage, lease or other document shall be
valid and binding upon the Corporation when duly authorized or ratified by
action of the Board of Directors or the Executive Committee or such other
committee and executed by an authorized person.

Section 2. CHECKS AND DRAFTS.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or agent of the
Corporation in such manner as shall from time to time be determined by
the Board of Directors.

Section 3. DEPOSITS.  All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may designate.

 ARTICLE VII
STOCK

Section 1. CERTIFICATES. 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 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 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 ARE ISSUED.  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.  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.
Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the charter of the Corporation and all
of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE.  The President, Secretary 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 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. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose.  Such date, in any
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders of
record is to be held or 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 5. STOCK LEDGER.  The Corporation shall maintain at its principal
office or at the office of its accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder
and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS.  The Board of
Directors may issue fractional stock or provide for the issuance of scrip, all
on such terms and under such conditions as they may determine.  Notwithstanding
any other provision of the charter or these Bylaws, the Board of Directors may
issue units consisting of different securities of the Corporation.  Any
security issued in a unit shall have the same characteristics as any identical
securities issued by the Corporation, except that the Board of Directors may
provide that for a specified period securities of the Corporation issued in
such unit may be transferred on the books of the Corporation only in such unit.

 ARTICLE VIII
ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the
fiscal
year of the Corporation by a duly adopted resolution.

 ARTICLE IX
DISTRIBUTIONS

Section 1.	AUTHORIZATION.  Dividends and other distributions upon the
stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the charter of the Corporation.
Dividends and other distributions may be paid in cash, property or stock of
the Corporation, subject to the provisions of law and the charter.

Section 2.	CONTINGENCIES.  Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends or other
distributions, for repairing or maintaining any property of the Corporation
or for such other purpose as the Board of Directors shall determine to be in
the best interest of the Corporation, and the Board of Directors may modify or
abolish any such reserve.

 ARTICLE X
SEAL

Section 1. SEAL.  The Board of Directors may authorize the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation
and the year of its incorporation and the words "Incorporated Maryland."  The
Board of Directors may authorize one or more duplicate seals and provide
for the custody thereof.

Section 2. AFFIXING SEAL.  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.

 ARTICLE XI
INDEMNIFICATION AND ADVANCE OF EXPENSES
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 such 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.  Any indemnification or advance of expenses
made pursuant to this Article shall be subject to applicable requirements of
the Investment Company 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 of the Corporation 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 XII
WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the charter of the
Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.  Neither the business to be transacted at nor the
purpose of any meeting need be set forth in the waiver of notice, unless
specifically required by statute.  The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

 ARTICLE XIII
AMENDMENT OF BYLAWS

These Bylaws, whether adopted by the Board of Directors or the stockholders,
shall be subject to amendment, alteration or repeal, and new Bylaws may be
made, by either (a) the affirmative vote of a majority of all the votes
entitled to be cast on the matter, or (b) the Board of Directors; provided,
however, that the Board of Directors  may not (i) amend or  repeal a Bylaw
that allocates solely to stockholders the power to amend or repeal such Bylaw,
or (ii) amend or repeal Bylaws or make new Bylaws that conflict with or
otherwise alter in any material respect the effect of Bylaws previously
adopted by the stockholders.

Dated: October 15, 2004
202
BA0/14040/1