AMENDED AND RESTATED BY
LAWS
OF
DELAWARE INVESTMENTS
DIVIDEND AND INCOME FUND,
INC.
A Maryland Corporation


ARTICLE I
OFFICES

	Section 1. PRINCIPAL OFFICE.
The principal executive office of
Delaware Investments Dividend
and Income Fund, Inc. (the
Corporation) shall be One Commerce
Square, Philadelphia, Pennsylvania,
19103.  The board of directors (the
Board of Directors) may, from time to
time, change the location of the
principal executive office of the
Corporation to any place within or
outside the State of Maryland.

	Section 2. OTHER OFFICES.
The Board of Directors may at any time
establish branch or subordinate offices
at any place or places where the
Corporation intends to do business.

ARTICLE II
	MEETINGS OF
STOCKHOLDERS

	Section 1. PLACE OF
MEETINGS. Meetings of stockholders
shall be held at any place within or
outside the State of Maryland
designated by the Board of Directors.
In the absence of any such designation
by the Board of Directors, stockholders
meetings shall be held at the principal
executive office of the Corporation.  For
purposes of these Amended and
Restated By Laws (the By Laws), the
term stockholder shall mean a record
owner of shares of capital stock of the
Corporation.

	Section 2. CALL OF MEETING.
A meeting of the stockholders may be
called at any time by the Board of
Directors, the Chairperson (as defined
under Section 3 of Article III herein) or
by the President (as defined under
Section 1 of Article V herein). If the
Corporation is required under the
Investment Company Act of 1940, as
amended (the 1940 Act), to hold a
stockholders meeting to elect directors,
the meeting shall be deemed an annual
meeting for that year for purposes of
the 1940 Act.

	Section 3.	SPECIAL
MEETINGS.  Special meetings of the
stockholders may be called at any time
by the Chairperson, President or a
majority of the members of the Board
of Directors and shall be called by the
secretary of the Corporation upon the
written request of the holders of at
least a majority of the shares of the
capital stock of the Corporation issued
and outstanding and entitled to vote at
such meeting.  Upon receipt of a
written request from such holders
entitled to call a special meeting, which
shall state the purpose of the meeting
and the matter proposed to be acted on
at it, the secretary shall issue notice of
such meeting.  The cost of preparing
and mailing the notice of a special
meeting of stockholders shall be borne
by the Corporation.  Special meetings
of the stockholders shall be held at the
principal office of the Corporation, or at
such other place within or without the
State of Maryland as the Board of
Directors may from time to time direct,
or at such place within or without the
State of Maryland as shall be specified
in the notice of such meeting.

	Section 4. NOTICE OF
STOCKHOLDERS MEETING. All
notices of meetings of stockholders
shall be sent or otherwise given, in
accordance with Section 5 of this
Article, not less than ten (10) nor more
than ninety (90) days before the date of
the meeting. The notice shall specify (i)
the place, date and hour of the
meeting, and (ii) the general nature of
the business to be transacted. The
notice of any meeting at which
directors are to be elected also shall
include the name of any nominee or
nominees whom at the time of the
notice are intended to be presented for
election. Except with respect to
adjournments as provided herein, no
business shall be transacted at such
meeting other than that specified in
the notice.

	Section 5. MANNER OF
GIVING NOTICE; AFFIDAVIT OF
NOTICE. Notice of any meeting of
stockholders shall be given either
personally or by first class mail, courier
or telegraphic, facsimile, electronic
mail or other written communication,
charges prepaid, addressed to the
stockholder at the address of that
stockholder appearing on the books of
the Corporation or its transfer agent or
given by the stockholder to the
Corporation for the purpose of notice. If
no such address appears on the
Corporations books or is given, notice
shall be deemed to have been given if
sent to that stockholder by first class
mail, courier, or telegraphic, facsimile,
electronic mail or other written
communication to the Corporations
principal executive office. Notice shall
be deemed to have been given at the
time when delivered personally or
deposited in the mail, with a courier or
sent by telegram, facsimile, electronic
mail or other means of written
communication.

	If any notice addressed to a
stockholder at the address of that
stockholder appearing on the books of
the Corporation is returned to the
Corporation marked to indicate that
the notice to the stockholder cannot be
delivered at that address, all future
notices or reports shall be deemed to
have been duly given without further
mailing, or substantial equivalent
thereof, if such notices shall be
available to the stockholder on written
demand of the stockholder at the
principal executive office of the
Corporation for a period of one year
from the date of the giving of the
notice.

	An affidavit of the mailing or
other means of giving any notice of any
stockholders meeting shall be executed
by the secretary, assistant secretary or
any transfer agent of the Corporation
giving the notice and shall be filed and
maintained in the records of the
Corporation.  Such affidavit shall, in
the absence of fraud, be prima facie
evidence of the facts stated therein.

	Section 6. ADJOURNED
MEETING; NOTICE. Any stockholders
meeting, whether or not a quorum is
present, may be adjourned from time to
time (and at any time during the
course of the meeting) by a majority of
the votes cast by those stockholders
present in person or by proxy, or by the
chairperson of the meeting.  Any
adjournment may be with respect to
one or more proposals, but not
necessarily all proposals, to be voted or
acted upon at such meeting and any
adjournment will not delay or
otherwise affect the effectiveness and
validity of a vote or other action taken
at a stockholders meeting prior to
adjournment.

	When any stockholders meeting
is adjourned to another time or place,
notice need not be given of the
adjourned meeting at which the
adjournment is taken, unless a new
record date of the adjourned meeting is
fixed or unless the adjournment is for
more than one hundred twenty (120)
days from the record date set for the
original meeting, in which case the
Board of Directors shall set a new
record date. If notice of any such
adjourned meeting is required
pursuant to the preceding sentence, it
shall be given to each stockholder of
record entitled to vote at the adjourned
meeting in accordance with the
provisions of Sections 4 and 5 of this
Article.  At any adjourned meeting, the
Corporation may transact any business
that might have been transacted at the
original meeting.

	Section 7.  QUORUM.  At all
meetings of the stockholders a quorum
shall consist of the holders of a
majority of the outstanding shares of
the capital stock of the Corporation
entitled to vote at such meeting.  In the
absence of a quorum no business shall
be transacted except that the
stockholders present in person or by
proxy and entitled to vote at such
meeting shall have power to adjourn
the meeting from time to time to a date
not more than one hundred twenty
(120) days after the original record date
without further notice other than
announcement at the meeting.  At any
such adjourned meeting, at which a
quorum shall be present, any business
may be transacted which might have
been transacted at the meeting on the
date specified in the original notice.

	Section  8. WRITTEN ACTION.
Any action that might be taken at a
meeting of the stockholders may be
taken without a meeting if done in
writing and signed by all of the
stockholders entitled to vote on that
action.

	Section 9. VOTING. The
stockholders entitled to vote at any
meeting of stockholders shall be
determined in accordance with the
provisions of the Articles of
Incorporation (the Charter) and these
By Laws, as may be amended from
time to time and as in effect at such
time. The stockholders vote may be by
voice vote or by ballot; provided,
however, that any election for directors
must be by ballot if demanded by any
stockholder before the voting has
begun.

	Abstentions and broker non-
votes will be included for purposes of
determining whether a quorum is
present at a stockholders meeting.
Abstentions and broker non votes will
be treated as votes present at a
stockholders meeting, but will not be
treated as votes cast.  Abstentions and
broker non votes, therefore, will have
no effect on proposals which require a
plurality or majority of votes cast for
approval, but will have the same effect
as a vote against on proposals
requiring a majority of outstanding
voting securities for approval.

	Section 10. WAIVER OF
NOTICE BY CONSENT OF ABSENT
STOCKHOLDERS.  The transactions
of a meeting of stockholders, however
called and noticed and wherever held,
shall be valid as though transacted at a
meeting duly held after regular call
and notice if a quorum be present
either in person or by proxy.
Attendance by a person at a meeting
shall also constitute a waiver of notice
with respect to that person of that
meeting, except when the person
objects at the beginning of the meeting
to the transaction of any business
because the meeting is not lawfully
called or convened and except that such
attendance is not a waiver of any right
to object to the consideration of matters
not included in the notice of the
meeting if that objection is expressly
made at the beginning of the meeting.
Whenever notice of a meeting is
required to be given to a stockholder
under the Charter or these By Laws, a
written waiver thereof, executed before
or after the meeting by such
stockholder or his or her attorney
thereunto authorized and filed with the
records of the meeting, shall be deemed
equivalent to such notice.

	Section 11. PROXIES. Every
stockholder entitled to vote for
directors or on any other matter shall
have the right to do so either in person
or by one or more agents authorized by
a written proxy signed by the
stockholder and filed with the secretary
of the Corporation. A proxy shall be
deemed signed if the stockholders
name is placed on the proxy (whether
by manual signature, typewriting,
telegraphic transmission, electronic
transmission or otherwise) by the
stockholder or the stockholders
attorney in fact.  A validly executed
proxy which does not state that it is
irrevocable shall continue in full force
and effect unless (i) revoked by the
stockholder executing it by a written
notice delivered to the Corporation
prior to the exercise of the proxy or by
the stockholders execution of a
subsequent proxy or attendance and
vote in person at the meeting; or (ii)
written notice of the death or
incapacity of the stockholder is received
by the Corporation before the proxys
vote is counted; provided, however, that
no proxy shall be valid after the
expiration of eleven (11) months from
the date of the proxy unless otherwise
provided in the proxy.  The revocability
of a proxy that states on its face that it
is irrevocable shall be governed by the
provisions of the Maryland General
Corporation Law.

	With respect to any stockholders
meeting, the Corporation may accept
proxies by any electronic, telephonic,
computerized, telecommunications or
other reasonable alternative to the
execution of a written instrument
authorizing the proxy to act, provided
the stockholders authorization is
received within eleven (11) months
before the meeting.  A proxy with
respect to shares held in the name of
two or more Persons shall be valid if
executed by any one of them unless at
or prior to exercise of the proxy the
Corporation 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 and the burden of proving
invalidity shall rest with the
challenger.

	Section 12. INSPECTORS OF
ELECTION. Before any meeting of
stockholders, the Board of Directors or
the appropriate officers of the
Corporation may appoint any person
other than nominees for office to act as
inspector of election at the meeting or
its adjournment.  If no inspector of
election is so appointed, the
chairperson of the meeting may, and on
the request of any stockholder or a
stockholders proxy shall, appoint an
inspector of election at the meeting.  If
any person appointed as inspector fails
to appear or fails or refuses to act, the
chairperson of the meeting may, and on
the request of any stockholder or a
stockholders proxy shall, appoint a
person to fill the vacancy.

	The inspector shall:

	(a)	determine the number of
shares outstanding and the voting
power of each, the shares represented
at the meeting, the existence of a
quorum and the authenticity, validity
and effect of proxies;

	(b)	receive votes, ballots or
consents;

	(c)	hear and determine all
challenges and questions in any way
arising in connection with the right to
vote;

	(d)	count and tabulate all
votes or consents;

	(e)	determine when the polls
shall close;

	(f)	determine the result; and

	(g)	do any other acts that
may be proper to conduct the election
or vote with fairness to all
stockholders.


ARTICLE III
DIRECTORS

	Section 1. POWERS. Subject to
the applicable provisions of the Charter
and these By Laws relating to action
requiring stockholder approval, the
business and affairs of the Corporation
shall be managed and all powers shall
be exercised by or under the direction
of the Board of Directors.

	Section 2. NUMBER OF
DIRECTORS.  The Board of Directors
shall consist of not less than three
members; provided, however, that if
there are fewer than three
stockholders, then the number of
directors may be the same as the
number of stockholders, but not less
than one. The Board of Directors may
alter the number of directors set by
these By Laws in accordance with
applicable provisions of law; provided
however, that such action shall not
affect the tenure of office of any
director.

	Section 3. CHAIRPERSON. The
Board of Directors may elect a
chairperson for the purpose of
presiding at meetings of the Board of
Directors (the Chairperson).  The
Chairperson shall exercise and perform
such other powers and duties as may
be from time to time assigned to the
Chairperson by the Board of Directors
or prescribed by the By Laws.  The
Chairperson may delegate his or her
powers and duties to the directors or
officers of the Corporation that he or
she deems appropriate, provided that
such delegation is consistent with
applicable legal and regulatory
requirements.

	Section 4. VACANCIES.
Vacancies in the Board of Directors
may be filled by a majority of the
remaining directors, though less than a
quorum, or by a sole remaining
director, unless the Board of Directors
calls a meeting of stockholders for the
purpose of filling such vacancies.
Notwithstanding the above, whenever
and for so long as the Corporation is a
participant in or otherwise has in effect
a plan under which the Corporation
may be deemed to bear expenses of
distributing its shares as that practice
is described in Rule 12b 1 under the
1940 Act, then the selection and
nomination of the directors who are not
interested persons of the Corporation,
as that term is defined in the 1940 Act
(the Independent Directors) shall be,
and is, committed to the discretion of
the Independent Directors.

	Section 5. PLACE OF
MEETINGS AND MEETINGS BY
TELEPHONE. All meetings of the
Board of Directors may be held at any
place within or outside the State of
Maryland that has been designated
from time to time by resolution of the
Board of Directors. In the absence of
such a designation, regular meetings
shall be held at the principal executive
office of the Corporation. Any meeting,
regular or special, may be held by
conference telephone or similar
communication equipment, so long as
all directors participating in the
meeting can hear one another, and all
such directors shall be deemed to be
present in person at the meeting.

	Section 6. REGULAR
MEETINGS. Regular meetings of the
Board of Directors shall be held
without call at such time as shall from
time to time be fixed by the Board of
Directors. Such regular meetings may
be held without notice.

	Section 7. SPECIAL
MEETINGS. Special meetings of the
Board of Directors for any purpose or
purposes may be called at any time by
the Chairperson, the President (as
defined under Section 1 of Article V
herein), any vice president, the
secretary or any two (2) directors.

	Notice of the time and place of
special meetings shall be delivered
personally or by telephone to each
director or sent by first class mail,
courier or telegram, charges prepaid, or
by facsimile or electronic mail,
addressed to each director at that
directors address as it is shown on the
records of the Corporation. In case the
notice is mailed, it shall be deposited in
the United States mail at least seven
(7) days before the time of the holding
of the meeting. In case the notice is
delivered personally, by telephone, by
courier, to the telegraph company, or
by express mail, facsimile, electronic
mail or similar service, it shall be
delivered at least forty eight (48) hours
before the time of the holding of the
meeting. Any oral notice given
personally or by telephone may be
communicated either to the director or
to a person at the office of the director
who the person giving the notice has
reason to believe will promptly
communicate it to the director. The
notice need not specify the purpose of
the meeting or, if the meeting is to be
held at the principal executive office of
the Corporation, the place of the
meeting.

	Section 8. QUORUM. A majority
of the authorized number of directors
shall constitute a quorum for the
transaction of business, except to
adjourn as provided in Section 11 of
this Article. Every act or decision done
or made by a majority of the directors
present at a meeting duly held at
which a quorum is present shall be
regarded as the act of the Board of
Directors, subject to the provisions of
the Charter. A meeting at which a
quorum is initially present may
continue to transact business
notwithstanding the withdrawal of
directors if any action taken is
approved by at least a majority of the
required quorum for that meeting.

	Section 9. WAIVER OF
NOTICE. Notice of any meeting need
not be given to any director who either
before or after the meeting signs a
written waiver of notice, a consent to
holding the meeting, or an approval of
the minutes. The waiver of notice or
consent need not specify the purpose of
the meeting. All such waivers,
consents, and approvals shall be filed
with the records of the Corporation or
made a part of the minutes of the
meeting. Notice of a meeting shall also
be deemed given to any director who
attends the meeting without protesting
before or at its commencement about
the lack of notice to that director.

	Section 10.  ACTION BY
WRITTEN CONSENT IN LIEU OF
MEETINGS.  Except as required by
law, including the 1940 Act and the
rules and regulations thereunder, on
any matter required or permitted to be
voted on by the Board of Directors, or
any committee of the Board of
Directors, the Board of Directors or a
committee thereof may take such
action without a meeting, without prior
notice and without a vote, if a
unanimous consent that sets forth such
action is provided in writing or by
electronic transmission by each
member of the Board of Directors or
the committee and such consents are
filed in paper or electronic form with
the minutes of proceedings of the Board
of Directors or the committee.


	Section 11. ADJOURNMENT. A
majority of the directors present,
whether or not constituting a quorum,
may adjourn any matter at any
meeting to another time and place.

	Section 12. NOTICE OF
ADJOURNMENT. Notice of the time
and place of holding an adjourned
meeting need not be given unless the
meeting is adjourned for more than
seven (7) days, in which case notice of
the time and place shall be given before
the time of the adjourned meeting to
the directors who were present at the
time of the adjournment.

	Section 13. FEES AND
COMPENSATION OF DIRECTORS.
Directors and members of committees
may receive such compensation, if any,
for their services and such
reimbursement of expenses as may be
fixed or determined by resolution of the
Board of Directors. This Section 13
shall not be construed to preclude any
director from serving the Corporation
in any other capacity as an officer,
agent, employee, or otherwise and
receiving compensation for those
services.

	Section 14. DIRECTOR
EMERITUS.  Upon retirement of a
director, the Board of Directors may
elect him or her to the position of
Director Emeritus. A Director
Emeritus shall serve for one year and
may be reelected by the Board of
Directors from year to year thereafter.
Any person serving as a Director
Emeritus shall not vote at meetings of
directors and shall not be held
responsible for actions of the Board of
Directors but shall receive fees paid to
directors for serving as such.

ARTICLE IV
COMMITTEES

	Section 1. COMMITTEES OF
THE BOARD OF DIRECTORS. The
Board of Directors may, by resolution
adopted by a majority of the authorized
number of directors, designate one or
more committees, each consisting of
two (2) or more directors, to serve at
the pleasure of the Board of Directors.
The Board of Directors may designate
one or more directors as alternate
members of any committee who may
replace any absent member at any
meeting of the committee. Any
committee to the extent provided in the
resolution of the Board of Directors,
shall have the authority of the Board of
Directors, except with respect to:

	(a) the approval of any action
which under the Charter or applicable
law also requires stockholders approval
or requires approval by a majority of
the entire Board of Directors or certain
members of said Board of Directors;

	(b) the filling of vacancies on the
Board of Directors or in any committee;

	(c) the fixing of compensation of
the directors for serving on the Board
of Directors or on any committee;

	(d) the amendment or repeal of
the Charter or of the By Laws or the
adoption of new By Laws;

	(e) the amendment or repeal of
any resolution of the Board of Directors
which by its express terms is not so
amendable or repealable; or

	(f) the appointment of any other
committees of the Board of Directors or
the members of these committees.

	Section 2. MEETINGS AND
ACTION OF COMMITTEES. Meetings
and action of any committee shall be
governed by and held and taken in
accordance with the provisions of
Article III of these By Laws, with such
changes in the context thereof as are
necessary to substitute the committee
and its members for the Board of
Directors and its members, except that
the time of regular meetings of any
committee may be determined either
by resolution of the Board of Directors
or by resolution of the committee.
Special meetings of any committee may
also be called by resolution of the
Board of Directors, and notice of special
meetings of any committee shall also
be given to all alternate members who
shall have the right to attend all
meetings of the committee. The Board
of Directors may adopt rules for the
government of any committee not
inconsistent with the provisions of
these By Laws.

ARTICLE V
OFFICERS

	Section 1. OFFICERS. The
officers of the Corporation shall be a
president and chief executive officer
(the President), a secretary, and a
treasurer.  The Corporation may also
have, at the discretion of the Board of
Directors, one or more vice presidents,

one or more assistant vice presidents,
one or more assistant secretaries, one
or more assistant treasurers, and such
other officers as may be appointed in
accordance with the provisions of
Section 3 of this Article.  Any number
of offices may be held by the same
person, except the offices of President
and vice president.

	Section 2. ELECTION OF
OFFICERS.  The officers of the
Corporation designated in Section 1 of
this Article shall be chosen by the
Board of Directors, and each shall
serve at the pleasure of the Board of
Directors, subject to the rights, if any,
of an officer under any contract of
employment.

	Section 3. SUBORDINATE
OFFICERS.  The Board of Directors
may appoint and may empower the
Chairperson and/or the President to
appoint such other officers as the
business of the Corporation may
require, each of whom shall hold office
for such period, have such authority
and perform such duties as are
provided in these By Laws or as the
Board of Directors may from time to
time determine.

	Section 4. REMOVAL AND
RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an
officer under any contract of
employment, any officer may be
removed, either with or without cause,
by the Board of Directors at any
regular or special meeting of the Board
of Directors, or by an officer upon
whom such power of removal may be
conferred by the Board of Directors.

	Any officer may resign at any
time by giving written notice to the
Corporation.  Any resignation shall
take effect at the date of the receipt of
that notice or at any later time
specified in that notice; and unless
otherwise specified in that notice, the
acceptance of the resignation shall not
be necessary to make it effective.  Any
resignation is without prejudice to the
rights, if any, of the Corporation under
any contract to which the officer is a
party.

	Section 5. VACANCIES IN
OFFICES.  A vacancy in any office
because of death, resignation, removal,
disqualification or other cause shall be
filled in the manner prescribed in these
By Laws for regular appointment to
that office.

	Section 6. PRESIDENT. Subject
to such supervisory powers, if any, as
may be given by the Board of Directors
to the Chairperson, the President shall
be the chief executive officer of the
Corporation and shall, subject to the
control of the Board of Directors, have
general supervision, direction and
control of the business and the officers
of the Corporation.  The President shall
have the general powers and duties of
management usually vested in the
office of president of a corporation and
shall have such other powers and
duties as may be prescribed by the
Board of Directors or these By Laws.

	Section 7. VICE PRESIDENTS.
In the absence or disability of the
President, vice presidents, in the order
as determined by the Board of
Directors, shall succeed to all of the
duties of the President and when so
acting shall have all powers of and be
subject to all the restrictions upon the
President until the President s return,
or until such disability shall be
removed or until a new President shall
have been elected.  The vice presidents
shall have such other powers and
perform such other duties as from time
to time may be prescribed for them
respectively by the Board of Directors,
the Chairperson, the President or these
By Laws.

	Section 8. SECRETARY. The
secretary shall keep or cause to be kept
at the principal executive office of the
Corporation, or such other place as the
Board of Directors may direct, a book of
minutes of all meetings and actions of
directors, committees of directors and
stockholders, which shall record the
time and place of such meetings,
designation of whether such a meeting
is regular or special, the names of those
present at directors meetings or
committee meetings, and a summary of
the proceedings.

	The secretary shall cause to be
kept at the principal executive office of
the Corporation, or at the office of the
Corporations transfer agent or
registrar, a share register or a
duplicate share register showing the
names of all stockholders and their
addresses, the number, series and
classes of shares held by each, the
number and date of certificates issued
for the same and the number and date
of cancellation of every certificate
surrendered for cancellation.

	The secretary shall give or cause
to be given notice of all meetings of the
stockholders and of the Board of
Directors required by these By Laws or
by applicable law to be given and shall
have such other powers and perform
such other duties as may be prescribed
by the Board of Directors or by these
By Laws.

	Section 9. TREASURER. The
treasurer shall keep and maintain or
cause to be kept and maintained
adequate and correct books and records
of accounts of the properties and
business transactions of the
Corporation, including accounts of its
assets, liabilities, receipts,
disbursements, gains, losses, capital,
retained earnings and shares. The
books of account shall at all reasonable
times be open to inspection by any
director.

	The treasurer shall deposit all
monies and other valuables in the
name and to the credit of the
Corporation with such depositories as
may be designated by the Board of
Directors. He or she shall disburse the
funds of the Corporation as may be
ordered by the Board of Directors, shall
render to the President and directors,
whenever they request it, an account of
all of his or her transactions as
treasurer and of the financial condition
of the Corporation and shall have other
powers and perform such other duties
as may be prescribed by the Board of
Directors or these By Laws.

ARTICLE VI
INDEMNIFICATION OF
DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

	Section 1. AGENTS,
PROCEEDINGS AND EXPENSES.
For the purpose of this Article, agent
means any person who is or was a
director, officer, employee or other
agent of this Corporation or is or was
serving at the request of the
Corporation as a trustee, director,
officer, employee or agent of another
foreign or domestic corporation,
partnership, joint venture, trust or
other enterprise or was a trustee,
director, officer, employee or agent of a
foreign or domestic corporation which
was a predecessor of another enterprise
at the request of such predecessor
entity; proceeding means any
threatened, pending or completed
action or proceeding, whether civil,
criminal, administrative or
investigative; and expenses includes
without limitation attorneys fees and
any expenses of establishing a right to
indemnification under this Article.


	Section 2. ACTIONS OTHER
THAN BY THE CORPORATION. The
Corporation shall indemnify any
person who was or is a party or is
threatened to be made a party to any
proceeding (other than an action by or
in the right of the Corporation) by
reason of the fact that such person is or
was an agent of the Corporation,
against expenses, judgments, penalties,
fines, settlements and other amounts
actually and reasonably incurred in
connection with such proceeding if such
person acted in good faith and in a
manner that such person reasonably
believed to be in the best interests of
the Corporation and in the case of a
criminal proceeding, had no reasonable
cause to believe the conduct of such
person was unlawful. For purposes of
this Section 2 and Section 3 below, (a)
the termination of any proceeding by
judgment, order, or settlement shall
not of itself create a presumption that
the person did not act in good faith or
in a manner which the person
reasonably believed to be in the best
interests of the Corporation or that the
person had reasonable cause to believe
that the persons conduct was unlawful,
and (b) the termination of any
proceeding by conviction, or a plea of
nolo contendere or its equivalent, or an
entry of an order of probation prior to
judgment, creates a rebuttable
presumption that the person did not
act in good faith, or in a manner which
the person reasonably believed to be in
the best interests of the Corporation or
that the person had reasonable cause
to believe that the persons conduct was
unlawful.

	Section 3. ACTIONS BY THE
CORPORATION. The Corporation
shall indemnify any person who was or
is a party or is threatened to be made a
party to any threatened, pending or
completed action by or in the right of
the Corporation to procure a judgment
in its favor by reason of the fact that
the person is or was an agent of the
Corporation, against expenses actually
and reasonably incurred by that person
in connection with the defense or
settlement of that action if that person
acted in good faith and in a manner
that person reasonably believed to be
in the best interests of the Corporation.

	Section 4. EXCLUSION OF
INDEMNIFICATION.
Notwithstanding any provision to the
contrary contained herein, there shall
be no right to indemnification for any
liability arising by reason of willful
misfeasance, bad faith, gross
negligence, or the reckless disregard of
the duties involved in the conduct of
the agents office with the Corporation.

	No indemnification shall be
made under Sections 2 or 3 of this
Article:

	(a) In respect of any claim, issue
or matter as to which that person shall
have been adjudged to be liable in the
performance of that persons duty to the
Corporation, unless and only to the
extent that the court in which that
action was brought shall determine
upon application that in view of all the
circumstances of the case, that person
was not liable by reason of the
disabling conduct set forth in the
preceding paragraph and is fairly and
reasonably entitled to indemnity for
the expenses which the court shall
determine; or

	(b) In respect of any claim, issue,
or matter as to which that person shall
have been adjudged to be liable on the
basis that personal benefit was
improperly received by him, whether or
not the benefit resulted from an action
taken in the persons official capacity;
or

	(c) Of amounts paid in settling or
otherwise disposing of a threatened or
pending action, with or without court
approval, or of expenses incurred in
defending a threatened or pending
action which is settled or otherwise
disposed of without court approval,
unless the required approval set forth
in Section 6 of this Article is obtained.

	Section 5. SUCCESSFUL
DEFENSE BY AGENT. To the extent
that an agent of the Corporation has
been successful on the merits in
defense of any proceeding referred to in
Sections 2 or 3 of this Article or in
defense of any claim, issue or matter
therein, before the court or other body
before whom the proceeding was
brought, the agent shall be indemnified
against expenses actually and
reasonably incurred by the agent in
connection therewith, provided that the
Board of Directors, including a
majority who are disinterested, non
party directors, also determines that
based upon a review of the facts, the
agent was not liable by reason of the
disabling conduct referred to in Section
4 of this Article.

	Section 6. REQUIRED
APPROVAL. Except as provided in
Section 5 of this Article, any
indemnification under this Article shall
be made by the Corporation only if
authorized in the specific case on a
determination that indemnification of
the agent is proper in the
circumstances because the agent has
met the applicable standard of conduct
set forth in Sections 2 or 3 of this
Article and is not prohibited from
indemnification because of the
disabling conduct set forth in Section 4
of this Article, by:

	(a) A majority vote of a quorum
consisting of Independent Directors
who are not parties to the proceeding;
or

	(b) A written opinion by an
independent legal counsel.

	Section 7. ADVANCEMENT OF
EXPENSES. Expenses incurred in
defending any proceeding may be
advanced by the Corporation before the
final disposition of the proceeding on
receipt of an undertaking by or on
behalf of the agent to repay the amount
of the advance unless it shall be
determined ultimately that the agent is
entitled to be indemnified as
authorized in this Article, provided the
agent provides a security for his
undertaking, or a majority of a quorum
of the disinterested, non party
directors, or an independent legal
counsel in a written opinion, determine
that based on a review of readily
available facts, there is reason to
believe that said agent ultimately will
be found entitled to indemnification.

	Section 8. CONTRACT RIGHTS.
With respect to any person who was or
is a party or is threatened to be made a
party to, or is involved as a witness in,
any proceeding by reason of the fact
that such person is or was an agent of
the Corporation, the rights to
indemnification conferred in Sections 2
and 3 of this Article VI and the
advancement of expenses conferred in
Section 7 of this Article VI, shall be
contract rights.  Any amendment,
repeal, or modification of, or adoption
of any provision inconsistent with, this
Article VI (or any provision hereof)
shall not adversely affect any right to
indemnification or advancement of
expenses granted to any such person
pursuant hereto with respect to any act
or omission of such person occurring
prior to the effective time of such
amendment, repeal, modification, or
adoption (regardless of whether the
proceeding relating to such acts or
omissions is commenced before or after
the effective time of such amendment,
repeal, modification, or adoption);
subject, however, to any restrictions or
limitations imposed by the Maryland
General Corporation Law, as amended
from time to time, or under any similar
law adopted in lieu thereof.

	Section 9. OTHER
CONTRACTUAL RIGHTS. Nothing
contained in this Article shall affect
any right to indemnification to which
persons other than directors and
officers of the Corporation or any
subsidiary thereof may be entitled by
contract or otherwise.

	Section 10. LIMITATIONS. No
indemnification or advance shall be
made under this Article in any
circumstances where it would be
inconsistent with:

	(a) A provision of the Charter, a
resolution of the stockholders, or an
agreement which prohibits or

otherwise limits indemnification which
was in effect at the time of accrual of
the alleged cause of action asserted in
the proceeding in which the expenses
were incurred or other amounts were
paid; or

	(b) Any condition expressly
imposed by a court in approving a
settlement.

	Section 11. INSURANCE. Upon
and in the event of a determination by
the Board of Directors to purchase such
insurance, the Corporation shall be
entitled to purchase and maintain
insurance on behalf of any agent of the
Corporation against any liability
asserted against or incurred by the
agent in such capacity or arising out of
the agents status as such.

	Section 12. FIDUCIARIES OF
EMPLOYEE BENEFIT PLAN. This
Article does not apply to any
proceeding against any director,
investment manager or other fiduciary
of an employee benefit plan in that
persons capacity as such, even though
that person may also be an agent of the
Corporation as defined in Section 1 of
this Article. Nothing contained in this
Article shall limit any right to
indemnification to which such a
director, investment manager, or other
fiduciary may be entitled by contract or
otherwise which shall be enforceable to
the extent permitted by applicable law
other than this Article.

ARTICLE VII
RECORDS AND REPORTS

	Section 1. MAINTENANCE
AND INSPECTION OF SHARE
REGISTER. The Corporation shall
keep at its principal executive office or
at the office of its transfer agent or
registrar a record of its stockholders,
providing the names and addresses of
all stockholders and the number, series
and classes of shares held by each
stockholder.

	Section 2. MAINTENANCE
AND INSPECTION OF BY LAWS. The
Corporation shall keep at its principal
executive office the original or a copy of
these By Laws as amended to date,
which shall be open to inspection by
the stockholders at all reasonable times
during office hours.

	Section 3. MAINTENANCE

AND INSPECTION OF OTHER
RECORDS. The accounting books and
records and minutes of proceedings of
the stockholders and the Board of
Directors and any committee or
committees of the Board of Directors
shall be kept at such place or places
designated by the Board of Directors or
in the absence of such designation, at
the principal executive office of the
Corporation. The minutes shall be kept
in record form and the accounting
books and records shall be kept either
in written form or in any other form
capable of being converted into written
form. The minutes and accounting
books and records shall be open to
inspection upon the written demand of
any stockholder or holder of a voting
trust certificate at any reasonable time
during usual business hours for a
purpose reasonably related to the
holders interests as a stockholder or as
the holder of a voting trust certificate.
The inspection may be made in person
or by an agent or attorney.

	Section 4. INSPECTION BY
DIRECTORS. Every director shall
have the absolute right at any
reasonable time to inspect all books,
records, and documents of every kind
and the physical properties of the
Corporation. This inspection by a
director may be made in person or by
an agent or attorney and the right of
inspection includes the right to copy
and make extracts of documents.

ARTICLE VIII
DIVIDENDS

	Section 1. DECLARATION OF
DIVIDENDS. Dividends upon the
shares of capital stock of the
Corporation may, subject to the
provisions of the Charter, if any, be
declared by the Board of Directors at
any regular or special meeting,
pursuant to applicable law. Dividends
may be paid in cash, in property, or in
shares of the Corporation.

	Section 2. RESERVES. Before
payment of any dividend there may be
set aside out of any funds of the
Corporation available for dividends
such sum or sums as the Board of
Directors may, from time to time, in its
absolute discretion, think proper as a
reserve fund to meet contingencies, or
for equalizing dividends, or for
repairing or maintaining any property
of the Corporation, or for such other
purpose as the Board of Directors shall
deem to be in the best interests of the
Corporation, and the Board of Directors
may abolish any such reserve in the
manner in which it was created.

ARTICLE IX
GENERAL MATTERS

	Section 1. CHECKS, DRAFTS,
EVIDENCE OF INDEBTEDNESS. All
checks, drafts, or other orders for
payment of money, notes or other
evidences of indebtedness issued in the
name of or payable to the Corporation
shall be signed or endorsed by such
person or persons and in such manner
as from time to time shall be
determined by resolution of the Board
of Directors.

	Section 2. CONTRACTS AND
INSTRUMENTS; HOW EXECUTED.
The Board of Directors, except as
otherwise provided in these By Laws,
may authorize any officer or officers,
agent or agents, to enter into any
contract or execute any instrument in
the name of and on behalf of the
Corporation and this authority may be
general or confined to specific
instances; and unless so authorized or
ratified by the Board of Directors or
within the agency power of an officer,
no officer, agent, or employee shall
have any power or authority to bind
the Corporation by any contract or
engagement or to pledge its credit or to
render it liable for any purpose or for
any amount.

	Section 3. CERTIFICATES FOR
SHARES. A certificate or certificates
for shares of capital stock in any series
of the Corporation may be issued to a
stockholder upon his or her request
when such shares are fully paid. All
certificates shall be signed in the name
of the Corporation by the Chairperson,
the President or vice president and by
the treasurer or an assistant treasurer
or the secretary or any assistant
secretary, certifying the number of
shares and the series and class of
shares owned by the stockholders. Any
or all of the signatures on the
certificate may be facsimile. In case
any officer, transfer agent, or registrar
who has signed or whose facsimile
signature has been placed on a
certificate shall have ceased to be such
officer, transfer agent, or registrar
before such certificate is issued, it may
be issued by the Corporation with the
same effect as if such person were an
officer, transfer agent or registrar at
the date of issue. Notwithstanding the
foregoing, the Corporation may adopt
and use a system of issuance,
recordation and transfer of its shares
by electronic or other means.

	Section 4. LOST
CERTIFICATES. Except as provided in
this Section 4, no new certificates for
shares shall be issued to replace an old
certificate unless the latter is
surrendered to the Corporation and
cancelled at the same time.  In case
any share certificate or certificate for
any other security is lost, stolen or
destroyed, the appropriate officers of
the Corporation may authorize the
issuance of a replacement certificate on
such terms and conditions as the Board
of Directors or such appropriate officers
may require, including a provision for
indemnification of the Corporation
secured by a bond or other adequate
security sufficient to protect the
Corporation against any claim that
may be made against it, including any
expense or liability on account of the
alleged loss, theft, or destruction of the
certificate or the issuance of the
replacement certificate.

	Section 5. REPRESENTATION
OF SHARES OF OTHER ENTITIES
HELD BY THE CORPORATION. The
Chairperson, the President or any vice
president or any other person
authorized by resolution of the Board of
Directors or by any of the foregoing
designated officers, is authorized to
vote or represent on behalf of the
Corporation any and all shares of any
corporation, partnership, trust, or other
entity, foreign or domestic, standing in
the name of the Corporation. The
authority granted may be exercised in
person or by a proxy duly executed by
such designated person.

	Section 6. TRANSFER OF
SHARES. Shares of the Corporation
shall be transferable only on the record
books of the Corporation by the person
in whose name such Shares are
registered, or by his or her duly
authorized attorney or representative.
In all cases of transfer by an attorney
in fact, the original power of attorney,
or an official copy thereof duly certified,
shall be deposited and remain with the
Corporation, its transfer agent or other
duly authorized agent. In case of
transfers by executors, administrators,
guardians or other legal
representatives, duly authenticated
evidence of their authority shall be
produced, and may be required to be
deposited and remain with the
Corporation, its transfer agent or other
duly authorized agent. No transfer
shall be made unless and until the
certificate issued to the transferor, if
any, shall be delivered to the
Corporation, its transfer agent or other
duly authorized agent, properly
endorsed.

	Section 7. HOLDERS OF
RECORD. The Corporation shall be
entitled to treat the holder of record of
any share or shares as the owner
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 the Corporation
shall have express or other notice
thereof.

	Section 8.  RECORD DATES.
The Board of Directors may close the
stock transfer books of the Corporation
for a period not exceeding twenty days
preceding the date of any meeting of
stockholders, or the date for payment of
any dividend, or the date for the
allotment of rights, or the date when
any change or conversion or exchange
of capital stock shall go into effect, or
for a period of not exceeding twenty
days in connection with the obtaining
of the consent of stockholders for any,
purpose; provided, however, that in lieu
of closing the stock transfer books as
aforesaid, the Board of Directors may
fix in advance a date, not exceeding
ninety days preceding the date of any
meeting of stockholders, or the date for
payment of any dividend, or the date
for the allotment of rights, or the date
when any change or conversion or
exchange of capital stock shall go into
effect, or a date in connection with
obtaining such consent, as a record
date for the determination of the
stockholders entitled to notice of, and
to vote at any such meeting and any
adjournment thereof, or entitled to
receive payment of any such dividend,
or to any such allotment of rights, or to
exercise the rights in respect of any
such change, conversion or exchange of
capital stock or to give such consent,
and in such case such stockholders and
only such stockholders as shall be
stockholders of record on the date so
fixed shall be entitled to such notice of,
and to vote at, such meeting and any
adjournment thereof, or to receive
payment of such dividend or to receive
such allotment of rights or to exercise
such rights, or to give such consent, as
the case may be, notwithstanding any
transfer of any stock on the books of
the Corporation after any such record
date fixed as aforesaid.

	Section 9. FISCAL YEAR.  The
fiscal year of the Corporation and each
series thereof shall be fixed by
resolution of the Board of Directors
and, subject to applicable law or
regulation, may be re fixed or changed
from time to time by resolution of the
Board of Directors.  The fiscal year of
the Corporation shall be the taxable
year of each series of the Corporation.

ARTICLE X
AMENDMENTS

	Section 1. AMENDMENT.
These By laws may be restated and/or
amended at any time, without the
approval of the stockholders, by an
instrument in writing signed by, or a
resolution of, a majority of the then

Board of Directors.

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Amended and Restated as of November 15, 2006



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