EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Flaherty & Crumrine Preferred Income Fund Incorporated

In planning and performing our audit of the financial
statements of Flaherty & Crumrine Preferred Income Fund
Incorporated (the Fund) as of and for the year ended
November 30, 2008, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-
SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls.  A company's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A company's
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the company are being made only in
accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets
that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we
noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a
material weakness as defined above as of November 30, 2008.
This report is intended solely for the information and use
of management and the Board of Directors of Flaherty &
Crumrine Preferred Income Fund Incorporated and the
Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified parties.

/s/ KPMG LLP
Boston, Massachusetts
January 23, 2009

EX-99.77Q1 OTHR EXHB

                      ARTICLES OF AMENDMENT
                               OF
      FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED


            Flaherty & Crumrine Preferred Income Fund Incorporated, a
Maryland corporation (hereinafter the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation that:

            FIRST:  Part II of the Articles Supplementary Creating and
Fixing the Rights of Money Market Cumulative Preferred Stock(tm) of the
Corporation, filed with the Maryland State of Department of
Assessments and Taxation ("SDAT") on April 12, 1991, as amended (the
"Articles Supplementary") is hereby amended as follows:

            by deleting in its entirety the definition of "Eligible
Asset Cure Date" set forth under (ii) in the Definitions section of
the Articles Supplementary and substituting therefor the following:

"(ii)	"Eligible Asset Cure Date" means (i) the
tenth Business Day following an Eligible Asset
Evaluation Date as to which an Accountants'
Certificate is not required to be delivered,
except if any Eligible Asset Evaluation Date on
which Eligible Asset Coverage is not met is also
an Auction Date, then the fifth Business Day
following such Eligible Asset Evaluation Date or
(ii) the third Business Day following a
Confirmation Date with respect to which the
Corporation has not delivered to the APS Paying
Agent an Accountants' Certificate confirming the
Certificate of Eligible Asset Coverage relating to
the immediately preceding Eligible Asset
Evaluation Date.";

            by deleting in its entirety the definition of "Eligible
Asset Evaluation Date" set forth under (jj) in the Definitions
section of the Articles Supplementary and substituting therefor the
following:

 "(jj)	"Eligible Asset Evaluation Date" means (i)
April 12, 1991, (ii) each succeeding Friday
following the Date of Original Issue (or, if such
date is not a Business Day, the first Business Day
preceding or following such Friday, as the
Corporation shall determine), (iii) the Business
Day preceding the day on which any notice is sent
to Holders or prior Holders as to the payment of
any Additional Distribution, (iv) the Business Day
preceding any day on which the Board of Directors
approves the redemption of shares of the
Corporation's Common Stock or (v) such other date
as the Fund and Moody's (if Moody's is then rating
the Preferred Shares) may agree to for purposes of
determining the Eligible Asset Coverage Amount.";

            by deleting in its entirety the table and the lead-in
description thereto under the heading "Diversification Limitations"
set forth in the definition of "Eligible Assets" under (ll) in the
Definitions section of the Articles Supplementary and substituting
therefor the following:

      "DIVERSIFICATION LIMITATIONS:

In addition, portfolio holdings as described below must be within
the applicable diversification and issue size requirements set forth
in the tables below in order to be included in Moody's Eligible
Assets:

Prior to September 19, 2008 and on or after February 1, 2009

The information will be in the following order:

RATINGS (1)
MAXIMUM SINGLE ISSUER, NON-UTILITY (2) (3)
MAXIMUM SINGLE ISSUER, UTILITY (2) (3)
MAXIMUM SINGLE INDUSTRY, NON-UTILITY (3) (4)
MAXIMUM SINGLE INDUSTRY, UTILITY (3) (4)
MINIMUM ISSUE SIZE ($ IN MILLION) (5)

Aaa
100%
50%
100%
50%
$100

Aa
20
10
60
50
100

A
10
10
40
40
100

Baa, CS
(6)
6
5
20
30
100

Ba
4
4
12
12
50

Bl-B2
3
0
8
0
50

B3 or below
2
0
5
0
50

On and after September 19, 2008 through January 31, 2009

The information will be in the following order:

RATINGS (1)
MAXIMUM SINGLE ISSUER, NON-UTILITY (2) (3)
MAXIMUM SINGLE ISSUER, UTILITY (2) (3)
MAXIMUM SINGLE INDUSTRY, NON-UTILITY, NON REIT, AND
     NON-INSURANCE (3) (4)
MAXIMUM SINGLE INDUSTR
Y, REIT AND INSURANCE (3) (4)
MAXIMUM SINGLE INDUSTRY, UTILITY (3) (4)
MINIMUM ISSUE SIZE ($ IN MILLION) (5)

Aaa
100%
50%
100%
100%
50%
$100

Aa
20
10
60
60
50
100

A
10
10
40
40
40
100

Baa, CS
(6)
6
5
20
30
40
100

Ba
4
4
12
12
15
50

Bl-B2
3
0
8
8
0
50

B3 or below
2
0
5
5
0
50


(1)	Refers to the securities of the portfolio holding.
(2)	Companies subject to common ownership of 25% or more are
considered as one issuer (except for the operating
subsidiaries of regulated utility companies).
(3)	Percentages represent a portion of the aggregate Market
Value of the portfolio.
(4)	Industries are determined according to Moody's Industry
Classifications, as defined by Moody's.
(5)	Except for preferred stock, which has a minimum issue size
of $50 million and securities issued by FNMA, FHLMC or
GNMA, which has no minimum issue size.
(6)	CS refers to common stock which is diversified
independently of its rating level."


            SECOND:  The amendments to the Charter of the Corporation
set forth in the Article FIRST above were approved by a majority of
the entire Board of Directors in accordance with subsections (a) and
(c) of Section 2-603 of the Maryland General Corporation Law, there
being no stock entitled to vote on the amendment.

            IN WITNESS WHEREOF, the undersigned officers of the
Corporation have executed these Articles of Amendment and do hereby
acknowledge that these Articles of Amendment are the act and deed of
the Corporation and that, to the best of their knowledge,
information and belief, the matters and facts contained herein with
respect to authorization and approval are true in all material
respects, under the penalties of perjury.

DATE:  September 30, 2008
   /s/ Donald F. Crumrine

Donald F. Crumrine
Chief Executive Officer
WITNESS:

/s/ Chad C. Conwell
Chad C. Conwell
Secretary

EX-99.77Q1 OTHR EXHB

                   AMENDED AND RESTATED BYLAWS

                                OF

      FLAHERTY & CRUMRINE PREFERRED INCOME FUND  INCORPORATED



BYLAW-ONE:	NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

	Article 1.1.	Name.  The name of the Company is Flaherty &
Crumrine Preferred Income Fund  Incorporated.

	Article 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.

	Article 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.

BYLAW-TWO:	STOCKHOLDERS.

	Article 2.1.	Place of Meetings.  All meetings of the
Stockholders shall be held at such place, 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.

	Article 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 30-day period
ending five 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.

	Article 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. Special meetings of the Stockholders shall
also be called by the Secretary at the request, in writing, of
Stockholders entitled to cast a majority of the votes entitled to be
cast at the meeting, provided that (a) such request shall state the
purpose or purposes of such meeting and the matters proposed to be
acted on, and (b) the stockholders requesting such meeting shall have
paid to the Company the reasonably estimated cost of preparing and
mailing or transmitting a notice of the meeting (which estimated cost
shall be provided to such Stockholders by the Secretary of the
Company); the only Stockholder proposals that may be presented at the
meeting are those set forth in the notice requesting the meeting in
accordance with this Article 2.3.

	Article 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, by mail or by any legally permissible
electronic means, not less than ten nor more than ninety days before
the meeting, upon each Stockholder as of the record date fixed for the
meeting who is entitled to notice of or to vote at such meeting.
Notice by mail (i) 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
(ii) such notice shall be deemed to have been given as of the date
when it is deposited in the United States mail with standard postage
thereon prepaid.  Notice directed to a Stockholder by any legally
permissible electronic means (i) shall be transmitted to any address
at which the Stockholder receives electronic mail or other electronic
transmissions and (ii) shall be deemed to have been given as of the
date when it is sent by any legally permissible electronic means.

	Article 2.5	Notice of Stockholder Business.  At any annual or
special meeting of the Stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To
be properly brought before  an annual or special meeting, the business
must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction
of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a Stockholder.

	For business to be properly brought before an annual or special
meeting by a Stockholder, the Stockholder must have given timely
notice thereof in writing to the Secretary of the Company.  To be
timely, any such notice must be delivered to and received at the
principal executive offices of the Company not later than 60 days
prior to the date of the meeting; provided, however, that if less than
70 days' notice or prior public disclosure of the date of the meeting
is given or made to Stockholders, any such notice by a Stockholder to
be timely must be so received not later than the close of business on
the 10th day following the day on which notice of the date of the
annual or special meeting was given or such public disclosure was
made.

	Any such notice by a Stockholder shall set forth as to each
matter the Stockholder proposes to bring before the annual or special
meeting (i) a brief description of the business desired to be brought
before the annual or special meeting and the reasons for conducting
such business at the annual or special meeting, (ii) the name and
address, as they appear on the Company's books, of the Stockholder
proposing such business, (iii) the class and number of shares of the
capital stock of the Company which are beneficially owned by the
Stockholder, and (iv) any material interest of the Stockholder in such
business.

	Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual or special meeting except in
accordance with the procedures set forth in this Article 2.5. The
chairman of the annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Article 2.5, and, if he should so determine, he shall so declare to
the meeting that any such business not properly brought before the
meeting shall not be considered or transacted.

	Article 2.6.	Quorum.  The holders of a majority of the 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 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.

	Article 2.7.	Vote of the Meeting.  When a quorum is present or
represented at any meeting, a majority of the votes cast thereat shall
decide any question brought before such meeting, 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 provisions shall govern and
control the decision of such question.

	Article 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
proxy, by any means permitted by law.

	Article 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.

	Article 2.10.	Proxies.  Each Stockholder entitled to vote at any
meeting of Stockholders may authorize another person to act as proxy
for the Stockholder by (a) signing a writing authorizing another
person to act as proxy, (b) transmitting an authorization for a person
or persons to act as proxy to either (i) the person or persons
authorized to act as proxy or (ii) any other person authorized to
receive the proxy authorization on behalf of the person or persons
authorized to act as proxy or (c) any other means permitted by law.
Signing of a writing may be accomplished by the Stockholder or the
Stockholder's authorized agent signing the writing or causing the
stockholder's signature to be affixed to the writing by any reasonable
means, including facsimile signature.  An authorization of a person or
persons to serve as proxy may be transmitted by any means permitted by
law, including telegram, datagram, electronic mail or any other
electronic or telephonic means.  No proxy shall be valid after the
expiration of eleven months from its date unless it provides
otherwise.  Every proxy shall be revocable at the pleasure of the
person authorizing 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 authorized 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 authorized by or on behalf of a Stockholder shall be
deemed valid unless challenged at or prior to its exercise.

	Article 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.

	Article 2.12.	Action without Meeting.  Any action to be taken by
Stockholders of Common Stock, or of Common Stock and Preferred Stock
(and any other class of stock) voting together as a single class, may
be taken without a meeting if (i) all Stockholders entitled to vote on
the matter consent to the action in writing, and (ii) such consents
are filed with the records of the meetings of Stockholders.  Except as
provided above, the Stockholders of Preferred Stock and of any other
class of stock (other than Common Stock entitled to vote generally in
the election of directors) may take action or consent to any action by
the written consent of the Stockholders of the Preferred Stock and/or
such other class of stock entitled to cast not less than the minimum
number of votes that would be necessary to authorize or take the
action at a Stockholders' meeting if the Corporation gives notice of
the action to each Stockholder of the Corporation not later than 10
days after the effective time of the action. A consent shall be
treated for all purposes as a vote at a meeting.

BYLAW-THREE:	BOARD OF DIRECTORS.

	Article 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 Company 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.

	Article 3.2.	Board of Three to Twelve Directors.  The Board of
Directors shall consist of not less than three (3) nor more than
twelve (12) Directors; provided that if there are less than three
Stockholders, the number of Directors may be the same number as the
number of Stockholders but not less than one.  Directors need not be
Stockholders.  The Directors shall have power from time to time, to
increase or decrease the number of Directors by vote of a majority of
the entire Board 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 re-elected
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.  If the Corporation issues Preferred Stock entitling the
holders to elect additional Directors in special circumstances and
those special circumstances arise, then the number of Directors that
the holders of the Common Stock are entitled to elect shall be reduced
to a number such that, when the requisite number of Directors has been
elected by Preferred Stockholders, the total number of Directors shall
not exceed 12 in number.

	Article 3.3.	Director Nominations.

	(a)	Only persons who are nominated in accordance with the
procedures set forth in this Article 3.3 shall be eligible for
election or re-election as Directors.  Nominations of persons for
election or re-election to the Board of Directors of the Company may
be made at a meeting of Stockholders by or at the direction of the
Board of Directors or by any Stockholder of the Company who is
entitled to vote for the election of such nominee at the meeting and
who complies with the notice procedures set forth in this Article 3.3.

	(b)	Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice delivered in writing to the Secretary of the Company.  To be
timely, any such notice by a Stockholder must be delivered to and
received at the principal executive offices of the Company not later
than 60 days prior to the meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to Stockholders, any such notice by a
Stockholder to be timely must be so received not later than the close
of business on the 10th day following the day on which notice of the
date of the meeting was given or such public disclosure was made.

	(c)	Any such notice by a Stockholder shall set forth (i) as to
each person whom the Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares, if any,
of the capital stock of the Company which are beneficially owned by
such person, and (D) any other information relating to such person
that is required to be disclosed in solicitations of proxies for the
election of Directors pursuant to Section 20(a) of the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder, or Regulation 14A under the Securities Exchange Act of
1934 or any successor regulation thereto (including without limitation
such person's written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected and whether any
person intends to seek reimbursement from the Company of the expenses
of any solicitation of proxies should such person be elected a
Director of the Company); and (ii) as to the Stockholder giving the
notice, (A) the name and address, as they appear on the Company's
books, of such Stockholder and (B) the class and number of shares of
the capital stock of the Company which are beneficially owned by such
Stockholder.  At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Company the information required to be
set forth in a Stockholder's notice of nomination which pertains to
the nominee.

	(d)	If a notice by a Stockholder is required to be given
pursuant to this Article 3.3, no person shall be entitled to receive
reimbursement from the Company of the expenses of a solicitation of
proxies for the election as a Director of a person named in such
notice unless such notice states that such reimbursement will be
sought from the Company and then only if the payment of such
reimbursement has been approved by the Board of Directors.  The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance
with the procedures prescribed by the Bylaws, and, if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded for all purposes.

	Article 3.4.	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 for the remainder of
the full term of the class of directors in which the vacancy occurred
and until a successor is elected and qualifies, or any vacancy may be
filled by the Stockholders at any meeting thereof.

	Article 3.5.	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 80% of the votes entitled
to be cast for election of the Director's successor, remove any
Director or Directors from office, with or without cause, and may by a
plurality vote elect a successor or successors to fill any resulting
vacancies for the unexpired term of the removed Director.

	Article 3.6.	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, if any, of the Board or the
Secretary of the Company.  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.

	Article 3.7.	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.

	Article 3.8.	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.

	Article 3.9.	Special Meetings.  Special meetings of the Board
may be called by order of the Chairman or Vice Chairman of the Board
on one 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.

	Article 3.10.	Quorum.  At all meetings of the Board, the
presence of one-third of the entire Board of Directors shall be
necessary to constitute a quorum and sufficient for the transaction of
business; provided, however, that if there are only 2 or 3 Directors,
not less than 2 may constitute a quorum and provided, further, that if
there is only 1 Director, the presence of such Director will
constitute a quorum.  The act of a majority of the Directors present
at a meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise 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.

	Article 3.11.	Organization.  The Board of Directors shall
designate one of its members to serve as 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, 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.

	Article 3.12.	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.

	Article 3.13.	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.

	Article 3.14.	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.

	Article 3.15.	Other Committees.  The Board of Directors may
appoint other committees which shall in each case consist of such
number of members (which may be one) 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.

	Article 3.16.	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 or on various committees of
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 3.17.	Authority to Retain Experts and Advisers.  The
Directors who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended) of the Company may hire
employees and retain experts and advisers, including independent legal
counsel, at the expense of the Company, to the extent such Directors
deem necessary to carry out their duties as Directors.

BYLAW-FOUR:	OFFICERS.

	Article 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 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.

	Article 4.2.	Appointment of Officers.  The Directors shall
appoint the Officers, who need not be members of the Board.

	Article 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.

	Article 4.4.	Salaries of Officers.  The salaries of all
Officers of  the Company shall be fixed by the Board of Directors.

	Article 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 entire Board of Directors.  If the office of any
Officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

	Article 4.6.	Chief Executive Officer; President.  The Chief
Executive Officer shall be the highest ranking officer of the Company
and shall, subject to the supervision of the Board of Directors, have
general oversight responsibility for the management of the business of
the Company.  The Chief Executive Officer shall see that all orders
and resolutions of the Board are carried into effect.   If the Board
has not selected a Chief Executive Officer, the President shall be the
Chief Executive Officer of the Company and shall perform the duties
and exercise the powers of the Chief Executive Officer and shall
perform such other duties as the Board of Directors shall prescribe.
The Company may select a President in addition to the Chief Executive
Officer, to have such duties as the Board of Directors shall
prescribe.

	Article 4.7.	Vice President.  Any 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.

	Article 4.8.	Treasurer or Chief Financial Officer.  The
Treasurer or Chief Financial Officer 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
or Chief Financial Officer as the Treasurer or Chief Financial Officer
or the Board of Directors may assign, and, in the absence of the
Treasurer or Chief Financial Officer, may perform all the duties of
the Treasurer or Chief Financial Officer.

	Article 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 those
purposes, and shall perform like duties for the Executive Committee,
or other committees, 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.

	Article 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 Directors may
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.

	Article 4.11.	Surety 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.

BYLAW-FIVE:	GENERAL PROVISIONS.

	Article 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.

      Article 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 without a
preliminary determination of entitlement to indemnification (except as
provided below).  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:  (i) the person seeking indemnification shall
provide a security in form and amount acceptable to the Company for
his undertaking; (ii) the Company is insured against losses arising by
reason of the advance; or (iii) 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: (i) 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 (ii) 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 (A) the vote of a majority of a quorum of
disinterested non-party directors or (B) 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, as amended.

	(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 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.

	Article 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.

	Article 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.

	Article 5.5	Fiscal Year.  The fiscal year of the Company shall
be determined by resolution of the Board of Directors.




BYLAW-SIX:	SHARES.

	Article 6.1(a).	Certificates of Stock.  The interest, except
fractional interests, 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 Chairman of the Board, if any, or the President or a Vice
President and the Treasurer or an Assistant Treasurer or the 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.

	Article 6.1(b).	Uncertificated Shares. For any shares issued
without certificates, the Company or a Transfer Agent of the Company
may either issue receipts therefor or may keep accounts upon the books
of the Company for the record holders of such shares, who shall in
either case be deemed, for all purposes hereunder, to be the holders
of such shares as if they had received certificates therefor.

	Article 6.2.	Lost, Stolen or Destroyed Certificates.  The Board
of Directors, or the President together with the Treasurer or Chief
Financial Officer or Secretary, may direct a new certificate to be
issued in place of any certificate for certificated shares 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 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
Chief Financial Officer 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.

	Article 6.3.	Transfer of Stock.  Transfer of shares of the
Company shall be made on the books of the Company by the registered
holder thereof or by his duly authorized attorney or legal
representative and upon surrender and cancellation of a certificate or
certificates, if issued, 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 transferor's 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.

	Article 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.

	Article 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 as the time as of which Stockholders are
entitled to notice of, and to vote at, such a meeting; 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
the 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 transmitted or the thirtieth
day before the meeting, or, if notice is waived by all Stockholders,
at the close of business on the tenth day immediately preceding the
day on which the meeting is held.

      The Board of Directors may also fix a time not exceeding 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 Stockholders entitled to receive any such dividend, distribution,
rights or interests.

	Article 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 such other location as may be authorized
by the Board of Directors from time to time, except that an original
or duplicate stock ledger shall be maintained at the office of the
Company's Transfer Agent.

	Article 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.

BYLAW-SEVEN:	SPECIAL PROVISIONS.

	Article 7.1.	Actions Relating to Discount in Price of the
Company's Shares.  In the event that at any time after the third year
following the initial public offering of shares of the Company's
Common Stock such shares publicly trade for a substantial period of
time at a significant discount from the Company's then current net
asset value per share, the Board of Directors shall consider, at its
next regularly scheduled meeting, taking various actions designed to
eliminate the discount.  The actions considered by the Board of
Directors may include periodic repurchases by the Company of its
shares of Common Stock or an amendment to the Company's Articles of
Incorporation to make the Company's Common Stock a "redeemable
security" (as such term is defined in the Investment Company Act of
1940, as amended), subject in all events to compliance with all
applicable provisions of the Company's Articles of Incorporation,
these Bylaws, the Maryland General Corporation Law and the Investment
Company Act of 1940, as amended.

BYLAW-EIGHT:	AMENDMENTS.

	Article 8.1.	General.  Except as provided in the next
succeeding sentence, and except as otherwise required by the
Investment Company Act of 1940, as amended, all Bylaws of the Company
shall be subject to amendment, alteration or repeal, and new Bylaws
may be made, exclusively by the affirmative vote of at least a
majority of the entire Board of 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, 3.2, 3.3, 3.5, 7.1 and 8.1 of these
Bylaws shall be subject to amendment, alteration or repeal
exclusively by the affirmative vote of at least a majority of the
entire Board of Directors, including at least 80% of the Continuing
Directors (as such term is defined in Article VI of the Company'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:		January 12, 2006

As Amended and Restated:	January 27, 2009