AMENDED AND RESTATED BYLAWS

OF

PROGRESSIVE RETURN FUND, INC.

______________________________________________

Article I

Name of Company, Location of Offices and Seal

1.1     Name.  The name of the Company is Progressive Return Fund,
Inc.
1.2     Principal Offices.  The principal office of the Company in
the State of Maryland shall be located in Baltimore, Maryland.
The Company may, in addition, establish and maintain such other
offices and places of business within or outside the State of
Maryland as the Board of Directors may from time to time
determine.
1.3     Seal.  The corporate seal of the Company shall be
circular in form and shall bear the name of the Company, the
year of its incorporation and the words "Corporate Seal, Maryland."
The form of the seal shall be subject to alteration by the Board of
Directors and the seal may be used by causing it or a facsimile to
be impressed or affixed or printed or otherwise reproduced.  Any
Officer or Director of the Company shall have authority to affix
the corporate seal of the Company to any document requiring the
same.

Article II

Stockholders

2.1     Place of Meetings.  All meetings of the Stockholders shall
be held at such place within the United States, whether within or
outside the State of Maryland, as the Board of Directors shall
determine, which shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
2.2     Annual Meeting.  The annual meeting of the Stockholders of
the Company shall be held at such place as the Board of Directors
shall select on such date, during the thirty-one (31) day period
ending six months after the end of the Company's fiscal year, as
may be fixed by the Board of Directors each year, at which time
the Stockholders shall elect Directors by plurality vote, and
transact such other business as may properly come before the
meeting.  Any business of the Company may be transacted at the
annual meeting without being specially designated in the notice
except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws.
2.3     Special Meetings.  Special meetings of the Stockholders
for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by
resolution of the Board of Directors or by the President, and
shall be called by the Secretary at the request, in writing, of
a majority of the Board of Directors or at the request, in
writing, of Stockholders owning at least 25% of the votes
entitled to be cast at the meeting upon payment by such Stockholders
to the Corporation of the reasonably estimated cost of preparing
and mailing a notice of the meeting (which estimated cost shall
be provided to such Stockholders by the Secretary of the
Corporation).  Notwithstanding the foregoing, unless requested
by Stockholders entitled to cast a majority of the votes entitled
to be cast at the meeting, a special meeting of the Stockholders
need not be called at the request of Stockholders to consider any
matter that is substantially the same as a matter voted on at any
special meeting of the Stockholders held during the preceding
twelve (12) months.  A written request shall state the purpose
or purposes of the proposed meeting.
2.4     Notice.  Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called,
the time when and the place where it is to be held, shall be
served, either personally or by mail, not less than ten (10)
nor more than ninety (90) days before the meeting, upon each
Stockholder as of the record date fixed for the meeting who is
entitled to vote at such meeting.  If mailed (1) such notice
shall be directed to a Stockholder at his address as it shall
appear on the books of the Company (unless he shall have filed
with the Transfer Agent of the Company a written request that
notices intended for him be mailed to some other address, in
which case it shall be mailed to the address designated in
such request) and (2) such notice shall be deemed to have
been given as of the date when it is deposited in the United
States mail with first class postage thereon prepaid.
2.5     Nominations and Proposals by Stockholders.

(a)     Annual Meetings of Stockholders.

(1)     Nominations of persons for election to the Board of
Directors and the proposal of 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 provided for in this
Section 2.5(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 2.5(a).

(2)     For nominations to the Board of Directors 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 2.5, 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
Stockholders.  To be timely, a Stockholder's notice must be
delivered to the Secretary at the principal executive office
of the Corporation by not later than the close of business on
the 90th day prior to the first anniversary of the date of
mailing of the notice for the preceding years annual meeting
nor earlier than the close of business 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 mailing of the notice
for the annual meeting is advanced or delayed by more than 30
days from the anniversary date of the mailing of the notice
for the preceding year's annual meeting, notice by the Stockholder
to be timely must be so delivered not earlier than the close of
business on the 120th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of
mailing of the notice for such annual meting or the tenth day
following the day on which public announcement of the date of
mailing of the notice for such meeting is first made by the
Corporation.  In no event shall the public announcement of a
postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of an annual
meeting to a later date or time commence a new time period
for the giving of a Stockholder's notice described above.  A
Stockholder's notice to be proper must set forth (i) as to
each person whom the Stockholder proposes to nominate for election
or reelection as a director (A) the name, age, business address
and residence address of such person, (B) the class and number
of shares of stock of the Corporation that are beneficially
owned or owned of record by such person and (C) all other
information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under
the Securities Exchange Act of 1934 (including such person'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 be before
the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such
Stockholder (including any anticipated benefit to the Stockholder
therefrom) and of each beneficial owner, if any, on whose behalf
the proposal is made; and (iii) as to the Stockholder giving
the notice and each beneficial owner, if any, on whose behalf
the nomination or proposal is made, (x) 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
beneficial owner, and (y) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by
such Stockholder and such beneficial owner.

(3)     Notwithstanding anything in the second sentence of
Paragraph (a)(2) of this Section 2.5 to the contrary, in the
event that the number of directors to be elected to the Board
of Directors is increased and there is no public announcement by
the Corporation of such action or specifying the size of the
increased Board of Directors at least 100 days prior to the first
anniversary of the date of mailing of the notice for the preceding
year's annual meeting, a Stockholder's notice required by this
Section 2.5(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase,
if the notice is delivered to the Secretary at the principal
executive offices of the Corporation not later than the close
of business on the tenth day immediately following the day on
which such public announcement is first made by the Corporation.

(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 persons 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 2.5(b) 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 2.5(b).  In the event the Corporation calls a
special meeting of Stockholders for the purpose of electing
one or more directors to the Board of Directors, any such
Stockholder may nominate a person or persons (as the case
may be) for election to such position as specified in the
Corporation's notice of meeting, if the Stockholder's notice
containing the information required by paragraph (a)(2) of
this Section 2.5 shall have been delivered to the Secretary
at the principal executive offices of the Corporation not
earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business
on the later of the 90th 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 the nominees
proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of a postponement or
adjournment of a special meeting to a later date or time commence
a new time period for the giving of a Stockholder's notice as
described above.

(c)     General.

(1)     Only such persons who are nominated in accordance with
the procedures set forth in this Section 2.5 shall be eligible
to serve 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 the procedures set forth in this
Section 2.5.  The chairman of the meeting shall have the power
and duty to determine whether a nomination of any other business
proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth
in this Section 2.5 and, if any proposed nomination or other
business is not in compliance with this Section 2.5, to declare
that such nomination or proposal shall be disregarded.

(2)     For purposes of this Section 2.5, (a) the "date of mailing
of the notice" shall mean the date of the proxy statement for the
solicitation or proxies for election of directors and (b) "public
announcement" shall mean disclosure (i) in a press release either
transmitted to the principal securities exchange on which shares
of the Corporation's common stock are traded or reported by a
recognized news service or (ii) in a document publicly filed
by the Corporation with the United States Securities and Exchange
Commission.

(3)     Notwithstanding the foregoing provisions of this Section
2.5, a Stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth
in this Section 2.5.  Nothing in this Section 2.5 shall be deemed
to affect any right of a Stockholder to requires 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.

2.6     Quorum.  The holders of one-third of the total amount of
stock issued and outstanding and entitled to vote, present in
person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the Stockholders for the
transaction of business except as otherwise provided by statute,
by the Articles of Incorporation or by these Bylaws.  If a quorum
shall not be present or represented, the Stockholders entitled to
vote thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, to a date not more
than one hundred twenty (120) days after the original record date,
until a quorum shall be present or represented.  At such adjourned
meeting, at which a quorum shall be present or represented, any
business which might have been transacted at the original
meeting may be transacted.
2.7     Vote of the Meeting.  When a quorum is present or
represented at any meeting, the vote of the holders of a
majority of votes cast shall decide any question brought
before such meeting (except with respect to election of
directors which shall be by a plurality of votes cast), unless
the question is one upon which, by express provisions of
applicable statutes, of the Articles of Incorporation or of
these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such
question.
2.8     Voting Rights of Stockholders.  Each Stockholder of
record having the right to vote shall be entitled at every
meeting of the Stockholders of the Company to one vote for
each share of stock having voting power standing in the name
of such Stockholder on the books of the Company on the record
date fixed in accordance with Article 6.5 of these Bylaws,
with pro rata voting rights for any fractional shares, and
such votes may be cast either in person or by written proxy.
2.9     Organization.  At every meeting of the Stockholders,
the Chairman of the Board, or in his absence or inability to
act, the Vice Chairman of the Board, or in his absence or
inability to act, a chairman chosen by the Stockholders, shall
act as chairman of the meeting.  The Secretary, or in his absence
or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the
minutes of the meeting.
2.10    Proxies.  Every proxy must be executed in writing by the
Stockholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after the expiration of eleven (11) months from the
date of its execution unless it shall have specified therein its
duration.  Every proxy shall be revocable at the pleasure of the
person executing it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to the Secretary
of the Company or to the person acting as Secretary of the meeting
before being voted.  A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one
of them unless, at or prior to exercise of such proxy, the
Company receives a specific written notice to the contrary
from any one of them.  A proxy purporting to be executed by or
on behalf of a Stockholder shall be deemed valid unless
challenged at or prior to its exercise.
2.11    Stock Ledger and List of Stockholders.  It shall be
the duty of the Secretary or Assistant Secretary of the
Company to cause an original or duplicate stock ledger to
be maintained at the office of the Company's transfer agent.
2.12    Action without Meeting.  Any action to be taken by
Stockholders may be taken without a meeting if (1) all
Stockholders entitled to vote on the matter consent to
the action in writing, (2) all Stockholders entitled to
notice of the meeting but not entitled to vote at it sign
a written waiver of any right to dissent and (3) said
consents and waivers are filed with the records of the
meetings of Stockholders.  Such consent shall be treated
for all purposes as a vote at a meeting.


Article III

Board of Directors

3.1     General Powers.  Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the
Corporation shall be managed under the direction of the Board
of Directors.  All powers of the Corporation may be exercised by
or under authority of the Board of Directors except as conferred
on or reserved to the Stockholders by law, by the Articles of
Incorporation or by these Bylaws.
3.2     Board of Three to Nine Directors.  The Board of Directors
shall consist of not less than three (3) nor more than nine (9)
Directors; provided that if there are no shares of capital stock
outstanding, the number of Directors may be less than three but
not less than one.  Directors need not be Stockholders.  The
Directors shall have power from time to time, and at any time
when the Stockholders as such are not assembled in a meeting,
regular or special, to increase or decrease the number of Directors.
If the number of Directors is increased, the additional Directors
may be elected by a majority of the Directors in office at the
time of the increase.  If such additional Directors are not so
elected by the Directors in office at the time they increase the
number of places on the Board, or if the additional Directors are
elected by the existing Directors prior to the first meeting of the
Stockholders of the Company, then in either of such events the
additional Directors shall be elected or reelected by the
Stockholders at their next annual meeting or at an earlier
special meeting called for that purpose.
Beginning with the first annual meeting of Stockholders held
after the initial public offering of the shares of the Company
(the "initial annual meeting"), the Board of Directors shall be
divided into three classes: Class I, Class II and Class III.
The terms of office of the classes of Directors elected at
the initial annual meeting shall expire at the times of the
annual meetings of the Stockholders as follows:  Class I on
the next annual meeting, Class II on the second next annual
meeting and Class III on the third next annual meeting, or
thereafter in each case when their respective successors are
elected and qualified.  At each subsequent annual election,
the Directors chosen to succeed those whose terms are expiring
shall be identified as being of the same class as the Directors
whom they succeed, and shall be elected for a term expiring at
the time of the third succeeding annual meeting of Stockholders,
or thereafter in each case when their respective successors are
elected and qualified.  The number of Directorships shall be
apportioned among the classes so as to maintain the classes as
nearly equal in number as possible.
3.3     Vacancies.  Subject to the provisions of the Investment
Company Act of 1940, as amended, if the office of any Director
or Directors becomes vacant for any reason (other than an increase
in the number of Directors), the Directors in office, although less
than a quorum, shall continue to act and may choose a successor or
successors, who shall hold office until the next election of
Directors, or any vacancy may be filled by the Stockholders at
any meeting thereof.
3.4     Removal.  At any meeting of Stockholders duly called and
at which a quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least three-fourths (3/4)
of the votes entitled to be cast thereon, remove any Director or
Directors from office, with or without cause, and may elect a
successor or successors to fill any resulting vacancies for the
unexpired term of the removed Director.
3.5     Resignation.  A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the
Chairman or the Vice Chairman of the Board or the Secretary of the
Corporation.  Any resignation shall take effect at the time
specified in it or, should the time when it is to become effective
not be specified in it, immediately upon its receipt.  Acceptance
of a resignation shall not be necessary to make it effective unless
the resignation states otherwise.
3.6     Place of Meetings.  The Directors may hold their meetings
at the principal office of the Company or at such other places,
either within or outside the State of Maryland, as they may from
time to time determine.
3.7     Regular Meetings.  Regular meetings of the Board may be
held at such date and time as shall from time to time be determined
by resolution of the Board.
3.8     Special Meetings.  Special meetings of the Board may be
called by order of the Chairman or Vice Chairman of the Board on
one (1) day's notice given to each Director either in person or
by mail, telephone, telegram, cable or wireless to each Director
at his residence or regular place of business.   Special meetings
will be called by the Chairman or Vice Chairman of the Board or
Secretary in a like manner on the written request of a majority of
the Directors.
3.9     Quorum.  At all meetings of the Board, the presence of
one-third (1/3) of the entire Board of Directors (but not less
than two Directors unless the Board of Directors shall consist
of only one Director in which event that one Director shall
constitute a quorum) shall be necessary to constitute a quorum
and sufficient for the transaction of business, and any act of
a majority present at a meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be specifically
provided by statute, by the Articles of Incorporation or by these
Bylaws.  If a quorum shall not be present at any meeting of
Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
3.10    Organization.  The Board of Directors shall designate one
of its members to serve as Chairman of the Board and another of its
members to serve as Vice Chairman of the Board.   The Chairman of
the Board shall preside at each meeting of the Board.  In the
absence or inability of the Chairman of the Board to act, the Vice
Chairman of the Board, or, in his absence or inability to act,
another Director chosen by a majority of the Directors present,
shall act as chairman of the meeting and preside at the meeting.
The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting
and keep the minutes of the meeting.
3.11    Informal Action by Directors and Committees.  Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may, except as otherwise
required by statute, be taken without a meeting if a written consent
to such action is signed by all members of the Board, or of such
committee, as the case may be, and filed with the minutes of the
proceedings of the Board or committee.  Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors
or a committee thereof may participate in a meeting by means of a
conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the
same time.
3.12    Executive Committee.  There may be an Executive Committee
of two or more Directors appointed by the Board who may meet at
stated times or on notice to all by any of their own number.  The
Executive Committee shall consult with and advise the Officers of
the Company in the management of its business and exercise such
powers of the Board of Directors as may be lawfully delegated by
the Board of Directors.  Vacancies shall be filled by the Board of
Directors at any regular or special meeting.  The Executive
Committee shall keep regular minutes of its proceedings and report
the same to the Board when required.
3.13    Audit Committee.  There shall be an Audit Committee of
two or more Directors who are not "interested persons" of the
Company (as defined in the Investment Company Act of 1940, as
amended) appointed by the Board who may meet at stated times or
on notice to all by any of their own number.  The Committee's
duties shall include reviewing both the audit and other work of
the Company's independent accountants, recommending to the Board
of Directors the independent accountants to be retained, and
reviewing generally the maintenance and safekeeping of the
Company's records and documents.
3.14    Other Committees.  The Board of Directors may appoint
other committees which shall in each case consist of such number
of members (but not less than two) and shall have and may exercise,
to the extent permitted by law, such powers as the Board may
determine in the resolution appointing them.  A majority of all
members of any such committee may determine its action, and fix
the time and place of its meetings, unless the Board of Directors
shall otherwise provide.  The Board of Directors shall have power
at any time to change the members and, to the extent permitted by
law, to change the powers of any such committee, to fill vacancies
and to discharge any such committee.
3.15    Compensation of Directors.  The Board may, by resolution,
determine what compensation and reimbursement of expenses of
attendance at meetings, if any, shall be paid to Directors in
connection with their service on the Board.   Nothing herein
contained shall be construed to preclude any Director from serving
the Company in any other capacity or from receiving compensation
therefor.

Article IV

Officers

4.1     Officers.  The Officers of the Company shall be fixed by
the Board of Directors and shall include a President, Secretary and
Treasurer.   Any two of the aforesaid offices may be held by the same
person except the offices of President and Vice President.   A person
who holds more than one office in the Company may not act in more
than one capacity to execute, acknowledge or verify an instrument
required by law to be executed, acknowledged or verified by more
than one officer.
4.2     Appointment of Officers.  The Directors shall appoint the
Officers, who need not be members of the Board.
4.3     Additional Officers.  The Board may appoint such other
Officers and agents as it shall deem necessary who shall exercise
such powers and perform such duties as shall be determined from time
to time by the Board.
4.4     Salaries of Officers.  The salaries of all Officers of the
Company shall be fixed by the Board of Directors.
4.5     Term, Removal, Vacancies.  The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for
one year and until their successors are chosen and qualify in their
stead.  Any Officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of
the Directors.  If the office of any Officer becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.
4.6     President.  The President shall be the chief executive
officer of the Company, shall, subject to the supervision of the
Board of Directors, have general responsibility for the management
of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect.
4.7     Vice President.  The Vice President shall, in the absence
or disability of the President, perform the duties and exercise
the powers of the President and shall perform such other duties
as the Board of Directors shall prescribe.
4.8     Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories
as may be designated by the Board of Directors.  He shall disburse
the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the
Chairman of the Board and Directors at the regular meetings of
the Board, or whenever they may require it, an account of the
financial condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer
as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, he may perform all the duties of
the Treasurer.
4.9     Secretary.  The Secretary shall attend meetings of the Board
and meetings of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose,
and shall perform like duties for the Executive Committee of the
Board when required.  He shall give or cause to be given notice of
all meetings of Stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed
by the Board of Directors.  He shall keep in safe custody the seal
of the Company and affix it to any instrument when authorized by
the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, may perform all the duties of the
Secretary.
4.10    Subordinate Officers.  The Board of Directors from time to
time may appoint such other officers or agents as it may deem
advisable, each of whom shall serve at the pleasure of the Board
of Directors and have such title, hold office for such period,
have such authority and perform such duties as the Board of the
Directors may I determine.   The Board of Directors from time to
time may delegate to one or more officers or agents the power to
appoint any such subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties.
4.11    Sure Bonds.  The Board of Directors may require any officer
or agent of the Company to execute a bond (including, without
limitation, any bond required by the Investment Company Act of
1940, as amended, and the rules and regulations of the Securities
and Exchange Commission) to the Company in such sum and with such
surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his duties to the
Company, including responsibility for negligence and for the
accounting of any of the Company's property, funds or securities
that may come into his hands.

Article V

General Provisions

5.1     Waiver of Notice.  Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions of the Articles
of Incorporation or these Bylaws to take any action at any meeting
after notice, such notice may be waived, in writing, before or
after the holding of the meeting, by the person or persons entitled
to such notice, or, in the case of a Stockholder, by his duly
authorized attorney-in-fact.
5.2     Indemnity.
(a)     The Company shall indemnify its directors to the fullest
extent that indemnification of directors is permitted by the
Maryland General Corporation Law.   The Company shall indemnify
its officers to the same extent as its directors and to such
further extent as is consistent with law.   The Company shall
indemnify its directors and officers who while serving as directors
or officers also serve at the request of the Company 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 fullest extent 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 Company 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").
(b)     Any current or former director or officer of the Company
seeking indemnification within the scope of this Article shall be
entitled to advances from the Company 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 Maryland General Corporation Law.
The person seeking indemnification shall provide to the Company a
written affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the Company 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
Company for his undertaking; (b) the Company is insured against
losses arising by reason of the advance; or (c) a majority of a
quorum of directors of the Company 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 Company 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.
(c)     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 Maryland General
Corporation Law, whether the standards required by this Article
have been met.   Indemnification shall be made only following:
(a) a final decision i 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 or 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.
(d)     Employees and agents who are not officers or directors of
the Company 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.
(e)     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 directors or otherwise.
(f)     References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940 as from
time to time amended.   No amendment of these Bylaws shall affect
any right of any person under this Article based on any event,
omission or proceeding prior to the amendment.
5.3     Insurance.  The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee,
or agent of the Company or who, while a director, officer, employee,
or agent of the Company, is or was serving at the request of the
Company as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint
venture,trust, other enterprise, or employee benefit plan, against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position; provided
that no insurance may be purchased by the Company on behalf of any
person against any liability to the Company or to its Stockholders
to which he 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.
5.4     Checks.  All checks or demands for money and notes of
the Company shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
5.5     Fiscal Year.  The fiscal year of the Company shall be
determined by resolution of the Board of Directors.


Article VI

Certificates of Stock

6.1     Certificates of Stock.  The interest of each Stockholder of
the Company shall be evidenced by certificates for shares of stock
in such form as the Board of Directors may from time to time
prescribe. The certificates shall be numbered and entered in the
books of the Company as they are issued.  They shall exhibit the
holder's name and the number of whole shares and no certificate
shall be valid unless it has been signed by the President and the
Treasurer or an Assistant Treasurer or the i Secretary or an
Assistant Secretary and bears the corporate seal.  Such seal may
be a facsimile, engraved or printed.  Where any such certificate is
signed by a Transfer Agent or by a Registrar, the signatures of any
such officer may be facsimile, engraved or printed.  In case any of
the officers of the Company whose manual or facsimile signature
appears on any stock certificate delivered to a Transfer Agent of
the Company shall cease to be such Officer prior to the issuance of
such certificate, the Transfer Agent may nevertheless countersign
and deliver such certificate as though the person signing the same
or whose facsimile signature appears thereon had not ceased to be
such officer, unless written instructions of the Company to the
contrary are delivered to the Transfer Agent.
6.2     Lost, Stolen or Destroyed Certificates.  The Board of
Directors, or the President together with the Treasurer or
Secretary, may direct a new certificate to be issued in place
of any certificate theretofore issued by the Company, alleged to
have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person I claiming the certificate of stock to be
lost, stolen or destroyed, or by his legal representative.  When
authorizing such issue of a new certificate, the Board of Directors,
or the President and Treasurer or Secretary, may, in its or their
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to advertise the same in such manner
as it or they shall require and/or give the Company a bond in such
sum and with such surety or sureties as it or they may direct as
indemnity against any claim that may be made against the Company
with respect to the certificate alleged to have been lost, stolen
or destroyed for such newly issued certificate.
6.3     Transfer of Stock.  Shares of the Company shall be
transferable on the books of the Company by the holder thereof
in person or by his duly authorized attorney or legal representative
upon surrender and cancellation of a certificate or certificates
for the same number of shares of the same class, duly endorsed
or accompanied by proper evidence of succession, assignment or
authority to transfer, with such proof of the authenticity of the
signature as the Company or its agents may reasonably require.
The shares of stock of the Company may be freely transferred, and
the Board of Directors may, from time to time, adopt rules and
regulations with reference to the method of transfer of the
shares of stock of the Company.
6.4     Registered Holder.  The Company shall be entitled to
treat the holder of record of any share or shares 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 shares on the part of any other person whether or not
it shall have express or other notice thereof, except as expressly
provided by statute.
6.5     Record Date.  The Board of Directors may fix a time not
less than 10 nor more than 90 days prior to the date of any meeting
of Stockholders or prior to the last day on which the consent or
dissent of Stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which Stockholders entitled to
notice of, and to vote at, such a meeting or whose consent or dissent
is required or may be expressed for any purpose, as the case may
be, shall be determined; and all such persons who were holders of
record of voting stock at such time and no other shall be entitled
to notice of, and to vote at, such meeting or to express their
consent or dissent, as the case may be.   If no record date has
been fixed, the record date for the determination of Stockholders
entitled to notice of, or to vote at, a meeting of Stockholders
shall be the later of the close of business on the day on which
notice of the meeting is mailed or the thirtieth (30th) day before
the meeting, or, if notice is waived by all Stockholders, at the
close of business on the tenth day next preceding the day on which
the meeting is held.   The Board of Directors may also fix a time
not exceeding ninety (90) days preceding the date fixed for the
payment of any dividend or the making of any distribution, or for
the delivery of evidences of rights, or evidences of interests
arising out of any change, conversion or exchange of capital
stock, as a record time for the determination of the Stockholder
entitled to receive any such dividend, distribution, rights or
interests.
6.6     Stock Ledgers.  The stock ledgers of the Company,
containing the names and addresses of the Stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Company or at the offices of the transfer
agent of the Company or at such other location as may be
authorized by the Board of Directors from time to time.
6.7     Transfer Agents and Registrars.  The Board of Directors
may from time to time appoint or remove transfer agents and/or
registrars of transfers (if any) of shares of stock of the
Company, and it may appoint the same person as both transfer
agent and registrar.  Upon any such appointment being made,
all certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or
by one of such registrars of transfers (if any) or by both and
shall not be valid unless so countersigned.  If the same person
shall be both transfer agent and registrar, only one
countersignature by such person shall be required.

Article VII

Amendments

7.1     General.  Except as provided in the next succeeding
sentence and in the Articles of Incorporation, all 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 the affirmative vote of
a majority of either:
(a)     the holders of record of the outstanding shares of stock
of the Corporation entitled to vote, at any annual or special
meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration,
repeal or new Bylaw; or
(b)     the Directors, at any regular or special meeting the
notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration, repeal or new
Bylaw.   The provisions of Articles 2.5 and 3.2 of these Bylaws
shall be subject to amendment, alteration or repeal by the
affirmative vote of either: (i) the holders of record of 75%
of the outstanding shares of stock of the Corporation entitled
to vote, at any annual or special meeting, the notice or
waiver of notice of which shall have specified or summarized
the proposed amendment, alteration or repeal or (ii) 75% of
the Continuing Directors (as such term is defined in Article
VII of the Corporation's Articles of Incorporation), at any
regular or special meeting the notice or waiver of notice of
which shall have specified or summarized the proposed amendment,
alteration or repeal.
Dated:  Amended and Restated as of February 13, 2002






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