EX-99

                        SUB-ITEM 77E - LEGAL PROCEEDINGS

In early 2004, a purported shareholder in the Dreyfus Disciplined Stock Fund and
a purported shareholder in the Dreyfus S&P 500 Stock Index Fund each filed
similar class action lawsuits in the United States District Court for the
Western District of Pennsylvania against Mellon Financial Corporation, Mellon
Bank, N.A. (the "Mellon Defendants"), The Dreyfus Corporation, Founders Asset
Management LLC, and certain directors of Dreyfus Funds (together with the
Dreyfus Founders Funds, the "Funds") and certain John Doe defendants identified
as directors of other Dreyfus Funds. (Hays v. Mellon Financial Corp., et. al.
and Wortman v. Mellon Financial Corp., et. al.)

In September 2004, plaintiffs served a Consolidated Amended Complaint (the
"Amended Complaint") on behalf of a purported class of all persons who acquired
interests in the Funds between January 30, 1999 and November 17, 2003, and
derivatively on behalf of the Funds. In addition to the defendants mentioned
above, Plaintiffs also named Dreyfus Service Corporation and Premier Mutual Fund
Services, Inc. as defendants. The Amended Complaint in the newly styled In re
Dreyfus Mutual Funds Fee Litigation alleged violations of Sections 34(b), 36(a),
36(b), and 48(a) of the Investment Company Act of 1940 (the "ICA"), Section 215
of the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices
and Consumer Protection Law and common-law claims. More specifically, plaintiffs
claimed, among other things, that 12b-1 fees and directed brokerage were
improperly used to pay brokers to recommend the Funds over other funds, and that
such payments were not disclosed to investors. In addition, plaintiffs asserted
that economies of scale and soft-dollar benefits were not passed on to the Funds
and that 12b-1 fees were improperly charged to certain of the Funds that were
closed to new investors. Plaintiffs sought to recover allegedly improper and
excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for
marketing and distribution services. The Amended Complaint sought compensatory
and punitive damages, rescission of the advisory contracts, and an accounting
and restitution of any unlawful fees, as well as an award of attorneys fees and
litigation expenses.

Defendants filed motions to dismiss the Amended Complaint in whole or
substantial part on November 12, 2004. In a Memorandum Opinion dated September
28, 2005, the Court dismissed all of the claims except for a claim against
Dreyfus under Section 36(b) of the ICA which alleged that Dreyfus had breached a
duty to the Dreyfus funds by charging advisory fees that were excessive, and a
claim under section 48(a) of the ICA against the Mellon Defendants claiming that
they were "controlling persons" responsible for that violation.

Dreyfus and the Mellon Defendants answered the Amended Complaint, denying its
material allegations and asserting certain affirmative defenses. Dreyfus and the
Mellon Defendants simultaneously moved for judgment on the pleadings on the
remaining claims on the grounds that, pursuant to the ICA, they should have been
brought derivatively but were improperly brought as class claims. On April 7,
2006, the Court granted this motion and dismissed both remaining claims. On
April 24, 2006, Plaintiffs filed a motion for reconsideration of the Court's
dismissal, seeking leave to replead their excessive fee and control person
claims as derivative. The Court denied Plaintiffs' motion on June 16, 2006.

EX-3.(II)

                                     BY-LAWS

                                       OF

                            DREYFUS STOCK INDEX FUND

                            (A Maryland Corporation)

                                   -----------


                                    ARTICLE I

                                  STOCKHOLDERS

     1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares of
stock shall set forth thereon the statements prescribed by Section 2-211 of the
Maryland General Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman of the Board or
the President or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal. The signatures of any such officers may be either
manual or facsimile signatures and the corporate seal may be either facsimile or
any other form of seal. In case any such officer who has signed manually or by
facsimile any such certificate ceases to be such officer before the certificate
is issued, it nevertheless may be issued by the corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its issue.

     No certificate representing shares of stock shall be issued for any share
of stock until such share is fully paid, except as otherwise authorized in
Section 2-206 of the General Corporation Law.

     The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require, in its discretion, the owner
of any such certificate or the owner's legal representative to give bond, with
sufficient surety, to the corporation to indemnify it against any loss or claim
that may arise by reason of the issuance of a new certificate.

     2. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares of stock, if any, transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation by
the record holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.





     3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall be not more than 90 days, and in case of
a meeting of stockholders not less than 10 days, prior to the date on which the
meeting or particular action requiring such determination of stockholders 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 to exceed 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 10 days immediately
preceding such meeting. If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders: (1) 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 day 30 days before the meeting, whichever
is the closer date to the meeting; and (2) The record date for the determination
of stockholders entitled to receive payment of a dividend or an allotment of any
rights shall be at the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allotment of rights is adopted,
provided that the payment or allotment date shall not be more than 60 days after
the date on which the resolution is adopted.

     4. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock and said reference also is
intended to include any outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any class or series upon
which or upon whom the Charter confers such rights where there are two or more
classes or series of shares or upon which or upon whom the General Corporation
Law confers such rights notwithstanding that the Charter may provide for more
than one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder.

     5. STOCKHOLDER MEETINGS.

     ANNUAL MEETINGS. If a meeting of the stockholders of the corporation is
required by the Investment Company Act of 1940, as amended, to elect the
directors, then there shall be submitted to the stockholders at such meeting the
question of the election of directors, and a meeting called for that purpose
shall be designated the annual meeting of stockholders for that year. In other
years in which no action by stockholders is required for the aforesaid election
of directors, no annual meeting need be held.

     SPECIAL MEETINGS. Special stockholder meetings for any purpose may be
called by the Board of Directors or the President and shall be called by the
Secretary for the purpose of removing a Director whenever the holders of shares
entitled to at least ten percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such


                                       -2-



meeting be called. The Secretary shall call a special meeting of stockholders
for all other purposes whenever the holders of shares entitled to at least a
majority of all the votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request shall state the
purpose of such meeting and the matters proposed to be acted on thereat, and no
other business shall be transacted at any such special meeting. The Secretary
shall inform such stockholders of the reasonably estimated costs of preparing
and mailing the notice of the meeting, and upon payment to the corporation of
such costs, the Secretary shall give notice in the manner provided for below.

     PLACE AND TIME. Stockholder meetings shall be held at such place, either
within the State of Maryland or at such other place within the United States,
and at such date or dates as the directors from time to time may fix.

     NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or printed
notice of all meetings shall be given by the Secretary and shall state the time
and place of the meeting. The notice of a special meeting shall state in all
instances the purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder either by mail
or by presenting it to the stockholder personally or by leaving it at his or her
residence or usual place of business not less than 10 days and not more than 90
days before the date of the meeting, unless any provisions of the General
Corporation Law shall prescribe a different elapsed period of time, to each
stockholder at his or her address appearing on the books of the corporation or
the address supplied by the stockholder for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at his or her post office address as it appears on
the records of the corporation with postage thereon prepaid. Whenever any notice
of the time, place or purpose of any meeting of stockholders is required to be
given under the provisions of these by-laws or of the General Corporation Law, a
waiver thereof in writing, signed by the stockholder and filed with the records
of the meeting, whether before or after the holding thereof, or actual
attendance or representation at the meeting shall be deemed equivalent to the
giving of such notice to such stockholder. The foregoing requirements of notice
also shall apply, whenever the corporation shall have any class of stock which
is not entitled to vote, to holders of stock who are not entitled to vote at the
meeting, but who are entitled to notice thereof and to dissent from any action
taken thereat.

     STATEMENT OF AFFAIRS. The President of the corporation or, if the Board of
Directors shall determine otherwise, some other executive officer thereof, shall
prepare or cause to be prepared annually a full and correct statement of the
affairs of the corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be filed at the
principal office of the corporation in the State of Maryland.

     QUORUM. At any meeting of stockholders, the presence in person or by proxy
of stockholders entitled to cast one-third of the votes thereat shall constitute
a quorum. In the absence of a quorum, the stockholders present in person or by
proxy, by majority vote and without notice other than by announcement, may
adjourn the meeting from time to time, but not for a period exceeding 120 days
after the original record date until a quorum shall attend.


                                       -3-



     ADJOURNED MEETINGS. A meeting of stockholders convened on the date for
which it was called (including one adjourned to achieve a quorum as provided in
the paragraph above) may be adjourned from time to time without further notice
to a date not more than 120 days after the original record date, and any
business may be transacted at any adjourned meeting which could have been
transacted at the meeting as originally called.

     CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
one of the following officers in the order of seniority and if present and
acting: the President, a Vice President or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation or, in his or her absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the chairman of the meeting shall appoint
a secretary of the meeting.

     PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether for the purposes of determining the
stockholder's presence at a meeting, or whether by waiving notice of any
meeting, voting or participating at a meeting, expressing consent or dissent
without a meeting or otherwise. Every proxy shall be executed in writing by the
stockholder or by his or her duly authorized attorney-in-fact or be in such
other form as may be permitted by the Maryland General Corporation Law,
including documents conveyed by electronic transmission and filed with the
Secretary of the corporation. A copy, facsimile transmission or other
reproduction of the writing or transmission may be substituted for the original
writing or transmission for any purpose for which the original transmission
could be used. No unrevoked proxy shall be valid after 11 months from the date
of its execution, unless a longer time is expressly provided therein. The
placing of a stockholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such stockholder shall constitute execution of such proxy by or on behalf of
such stockholder.

     INSPECTORS OF ELECTION. The directors, in advance of any meeting, may, but
need not, appoint one or more 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 directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath to execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. 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 and the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting
or any stockholder, the inspector or inspectors, if any, shall make a report in


                                       -4-



writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.

     VOTING. Each share of stock shall entitle the holder thereof to one vote,
except in the election of directors, at which each said vote may be cast for as
many persons as there are directors to be elected. Except for election of
directors, a majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting, unless more
than a majority of votes cast is required by the corporation's Articles of
Incorporation. A plurality of all the votes cast at a meeting at which a quorum
is present shall be sufficient to elect a director.

     6. INFORMAL ACTION. Any action required or permitted to be taken at a
meeting of stockholders may be taken without a meeting if a consent in writing,
setting forth such action, is signed by all the stockholders entitled to vote on
the subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action and such consent and
waiver are filed with the records of the corporation.

     7. LIMITATION ON THE SALE OF SHARES OF STOCK IN THE CORPORATION. Shares of
stock in the corporation shall not be sold to individuals and entities other
than Participating Insurance Companies, as defined by the Board of Directors,
pursuant to variable annuity and variable life insurance contracts, and Eligible
Plans, as defined by the Board of Directors. Sales of shares of stock in the
corporation to individuals or entities other than Participating Insurance
Companies or Eligible Plans are unauthorized and shall be deemed invalid and
void ab ibnitio.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed under the direction of a Board of Directors. The use of the
phrase "entire board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.

     2. AUTHORITY TO RETAIN EXPERTS AND ADVISERS. The directors who are not
"interested persons" (as that term is defined in the Investment Company Act of
1940, as amended) of the corporation may hire employees and retain experts and
advisers, including independent legal counsel, at the expense of the
corporation, to the extent such directors deem necessary to carry out their
duties as directors.

     3. QUALIFICATIONS AND NUMBER. Each director shall be a natural person of
full age. A director need not be a stockholder, a citizen of the United States
or a resident of the State of Maryland. The initial Board of Directors shall
consist of one person. Thereafter, the number of directors constituting the
entire board shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special meeting called for
that purpose, a majority of the entire Board of Directors may increase or
decrease the


                                       -5-



number of directors, provided that the number thereof shall never be less than
three or the number of stockholders, whichever is less, nor more than twelve and
further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors.

     4. ELECTION AND TERM. The first Board of Directors shall consist of the
director named in the Articles of Incorporation and shall hold office until the
first meeting of stockholders or until his or her successor has been elected and
qualified. Thereafter, directors who are elected at a meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until their successors have been elected and
qualified, as amended. Newly created directorships and any vacancies in the
Board of Directors, other than vacancies resulting from the removal of directors
by the stockholders, may be filled by the Board of Directors, subject to the
provisions of the Investment Company Act of 1940, as amended. Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors then in office. All vacancies to be filled by
the Board of Directors may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a quorum thereof.

     5. MEETINGS.

     TIME. Meetings shall be held at such time as the Board of Directors shall
fix, except that the first meeting of a newly elected Board of Directors shall
be held as soon after its election as the directors conveniently may assemble.

     PLACE. Meetings shall be held at such place within or without the State of
Maryland as shall be fixed by the Board.

     CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction of
the President or of a majority of the directors in office.

     NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any notice of the time,
place or purpose of any meeting of directors or any committee thereof is
required to be given under the provisions of the General Corporation Law or of
these by-laws, a waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the meeting,
whether before or after the holding thereof, or actual attendance at the meeting
shall be deemed equivalent to the giving of such notice to such director or such
committee member.

     QUORUM AND ACTION. A majority of the entire Board of Directors shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided such majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as otherwise specifically provided by the Articles of
Incorporation, the General Corporation Law or these by-laws, the action of a
majority of the directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors.


                                       -6-



     CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, or the President or any other director chosen by the Board, shall
preside at all meetings.

     6. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the stockholders, who may elect a successor or
successors to fill any resulting vacancy or vacancies for the unexpired term of
the removed director or directors.

     7. COMMITTEES. The Board of Directors may appoint from among its members an
Executive Committee and other committees composed of one or more directors and
may delegate to such committee or committees, in the intervals between meetings
of the Board of Directors, any or all of the powers of the Board of Directors in
the management of the business and affairs of the corporation, except the power
to amend the by-laws, to approve any merger or share exchange which does not
require stockholder approval, to authorize dividends, to issue stock (except to
the extent permitted by law) or to recommend to stockholders any action
requiring the stockholders' approval. 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 a member of the Board of Directors to act in
the place of such absent member.

     8. INFORMAL ACTION. 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 a written consent to such action is signed by all members
of the Board of Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or any
such committee.

     Members of the Board of Directors or any committee designated thereby may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

                                  ARTICLE III

                                    OFFICERS

     The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors, and may have such other officers, assistant officers and agents as
the Board of Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.

     Any officer or agent may be removed by the Board of Directors whenever, in
its judgment, the best interests of the corporation will be served thereby.


                                      -7-



                                   ARTICLE IV

                PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER

     The address of the principal office of the corporation in the State of
Maryland prescribed by the General Corporation Law is 300 East Lombard Street,
c/o The Corporation Trust Incorporated, Baltimore, Maryland 21202. The name and
address of the resident agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202.

     The corporation shall maintain, at its principal office in the State of
Maryland prescribed by the General Corporation Law or at the business office or
an agency of the corporation, an original or duplicate stock ledger containing
the names and addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a reasonable time
for visual inspection.

     The corporation shall keep at said principal office in the State of
Maryland the original or a certified copy of the by-laws, including all
amendments thereto, and shall duly file thereat the annual statement of affairs
of the corporation prescribed by Section 2-313 of the General Corporation Law.


                                   ARTICLE V

                                 CORPORATE SEAL

     The corporate seal shall have inscribed thereon the name of the corporation
and shall be in such form and contain such other words and/or figures as the
Board of Directors shall determine or the law require.

                                   ARTICLE VI

                                   FISCAL YEAR

     The fiscal year of the corporation or any series thereof shall be fixed,
and shall be subject to change, by the Board of Directors.

                                  ARTICLE VII

                              CONTROL OVER BY-LAWS

     The power to make, alter, amend and repeal the by-laws is vested
exclusively in the Board of Directors of the corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify its directors to the fullest extent that indemnification of directors
is permitted by the law. The corporation shall indemnify its officers to the
same extent as its


                                      -8-



directors and to such further extent as is consistent with law. The corporation
shall indemnify its directors and officers who while serving as directors or
officers also serve at the request of the corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan to
the same extent as its directors and, in the case of officers, to such further
extent as is consistent with law. The indemnification and other rights provided
by this Article shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder thereof to which
such person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").

     2. ADVANCES. Any current or former director or officer of the corporation
seeking indemnification within the scope of this Article shall be entitled to
advances from the corporation for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking indemnification in
the manner and to the fullest extent permissible under the General Corporation
Law. The person seeking indemnification shall provide to the corporation a
written affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met and a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
corporation for his or her undertaking; (b) the corporation is insured against
losses arising by reason of the advance; or (c) a majority of a quorum of
directors of the corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties
to the proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall have determined, based on a review of facts
readily available to the corporation at the time the advance is proposed to be
made, that there is reason to believe that the person seeking indemnification
will ultimately be found to be entitled to indemnification.

     3. PROCEDURE. At the request of any person claiming indemnification under
this Article, the Board of Directors shall determine, or cause to be determined,
in a manner consistent with the General Corporation Law, whether the standards
required by this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other body before
whom the proceeding was brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct by (i) the vote of
a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.

     4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and agents who are
not officers or directors of the corporation may be indemnified, and reasonable
expenses may be advanced to such employees or agents, as may be provided by
action of the Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.


                                      -9-



     5. OTHER RIGHTS. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested non-party directors or otherwise.

     6. AMENDMENTS. References in this Article are to the General Corporation
Law and to the Investment Company Act of 1940 as from time to time amended. No
amendment of the by-laws shall affect any right of any person under this Article
based on any event, omission or proceeding prior to the amendment.


Dated:  February 16, 1989
Amended and Restated:  January, 2006


                                      -10-