INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Templeton Dragon Fund, Inc.
In planning and performing our audit of the financial
statements of Templeton Dragon Fund, Inc. and its
subsidiary (collectively, the "Fund") as of and for the year ended
December 31, 2018, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) ("PCAOB"), 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-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting.  Accordingly, we do not express
an opinion on the effectiveness of the Fund's internal control over
financial reporting.
The 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 a 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 e
xists 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 company'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 over financial reporting that might be material weaknesses
under standards established by the PCAOB.  However, we noted the
following deficiency 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 December 31, 2018.
Management and PwC identified that at December 31, 2018 management's
controls were ineffective related to internal control over financial
reporting specific to the monitoring of market events following
the close of trading in foreign stock markets that assist in
determining the reliability of the values of the foreign securities
held by the Fund and which may require the use of fair
valuation factors to account for changes in the values of those
securities subsequent to the local close of the foreign market
but prior to the net asset calculation of the Fund. This material
weakness did not result in misstatements in the Fund's interim or
annual financial statements.  However, this material weakness could
result in misstatements of security values and unrealized gains or
losses and associated disclosures that would result in a material
misstatement of the financial statements that would not be
prevented or detected. As a result, a material weakness exists at
December 31, 2018 for the Fund. Effective November 1, 2018 the
Registrant's controls were further enhanced through the implementation
of a daily secondary review of market events following the close of
trading on foreign stock markets to ensure the appropriate application
of market level fair value. We have not performed any procedures to
assess this corrective action, including its sufficiency in addressing
the material weakness described above.
This report is intended solely for the information and use of the Board
of Directors of Templeton Dragon Fund, Inc. 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/PricewaterhouseCoopers LLP
San Francisco, California
February 15, 2019

MATERIAL AMENDMENTS

NAME OF REGISTRANT:
TEMPLETON DRAGON FUND, INC.
File No. 811-08394
EXHIBIT ITEM: Copies of any material amendments to
the registrant's charter or by-laws
BY-LAWS

-of-

TEMPLETON DRAGON FUND, INC.

(As Amended and Restated January 1, 2018)


ARTICLE I
NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.


	Section 1.	Name. The name of the Company is Templeton Dragon
Fund, Inc.

	Section 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.

	Section 3.	Seal. The corporate seal of the Company
shall be circular in form and shall bear the name of the Company,
the year of its incorporation and the words "Corporate Seal, Maryland."
The form of the seal shall be subject to alteration by the Board of
Directors and the seal may be used by causing it or a facsimile to
be impressed or affixed or printed or otherwise reproduced. Any
officer or Director of the Company shall have authority to
affix the corporate seal of the Company to any document
requiring the same.

ARTICLE II
STOCKHOLDERS.

	Section 1.	Place of Meetings. All meetings of the
Stockholders shall be held at such place within the United States,
whether within or outside the State of Maryland as the Board of
Directors shall determine, which shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

	Section 2.	Annual Meetings. The annual meeting of the
Stockholders of the Company shall be held on a date between
May 1st and May 31st of every year, as fixed from time to
time by the Board of Directors, at which time the Stockholders
shall elect a Board of Directors and transact such other
business as may properly come before the meeting.  Each
director shall be elected by the vote of the majority of the
votes cast; provided, that if as of the record date for such
meeting the number of nominees exceeds the number of directors
to be elected, the directors shall be elected by a plurality
of the votes cast. For purposes of this Section 2, a
"majority of the votes cast" means that the number of
shares voted "for" a director must exceed the number of
shares voted "against" that director. 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 By-Laws.

	Section 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 President or Secretary
at the request in writing of a majority of the Board of Directors
or at the request in writing by Stockholders owning 10% in
amount of the entire capital stock of the Company issued and
outstanding at the time of the call, provided that (1) such
request shall state the purpose of such meeting and the matters
proposed to be acted on, and (2) the Stockholders requesting such
meeting shall have paid to the Company the reasonably estimated
cost of preparing and mailing the notice thereof, which the Secretary
shall determine and specify to such Stockholders. No special meeting
shall be called upon the request of Stockholders to consider any
matter which is substantially the same as a matter voted upon at
any special meeting of the Stockholders held during the preceding
12 months, unless requested by the holders of a majority of all
shares entitled to be voted at such meeting.

	Section 4.	Notice. Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting
is called, the time when and the place where it is to be held,
shall be served, either personally or by mail, not less than 10 nor
more than 90 days before the meeting, upon each Stockholder as of
the record date fixed for the meeting and who is entitled to vote
at such meeting. If mailed (1) such notice shall be directed to
a Stockholder at his address as it shall appear on the books of
the Company (unless he shall have filed with the Transfer Agent
of the Company a written request that notices intended for him
be mailed to some other address, in which case it shall be mailed
to the address designated in such request) and (2) such notice
shall be deemed to have been given as of the date when it is
deposited in the United States mail with first class postage
thereon prepaid. Irregularities in the notice or in the giving
thereof, as well as the accidental omission to give notice of
any meeting to, or the non-receipt of any such notice by, any
of the Stockholders shall not invalidate any action otherwise
properly taken by or at any such meeting. Notice of any
Stockholders' meeting need not be given to any Stockholder
who shall sign a written waiver of such notice either before
or after the time of such meeting, which waiver shall be filed
with the records of such meeting, or to any Stockholder who is
present at such meeting in person or by proxy.

	Section 5.	Quorum, Adjournment of Meetings. The
presence at any Stockholders' meeting, in person or by proxy, of
Stockholders entitled to cast a majority of the votes entitled to
be cast shall be necessary and sufficient to constitute a quorum
for the transaction of business. The holders of a majority of
shares entitled to vote at the meeting and present in person or
by proxy, whether or not sufficient to constitute a quorum, or,
any officer present entitled to preside or act as Secretary of
such meeting may adjourn the meeting without determining the date
of the new meeting or from time to time without further notice to
a date not more than 120 days after the original record date.
Any business that might have been transacted at the meeting
originally called may be transacted at such adjourned meeting
at which a quorum is present.

	Section 6.	Vote of the Meeting. When a quorum is
present or represented at any meeting, a majority of the votes
cast 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 By-Laws, a different vote is required, in which
case such express provisions shall govern and control
the decision of such question.

	Section 7.	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 Section 5 of Article VII of
these By-Laws, with pro-rata voting rights for any fractional
shares, and such votes may be cast either in person or by written
proxy.

	Section 8.	Proxies. Every proxy must be executed in writing
by the Stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the
date of its execution unless it shall have specified therein its
duration. Every proxy shall be revocable at the pleasure of the
person executing it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to the Secretary
of the Company or to the person acting as Secretary of the meeting
before being voted. A proxy with respect to stock held in the name
of two or more persons shall be valid if executed by one of them
unless at or prior to exercise of such proxy the Company receives
a specific written notice to the contrary from any one of them.
A proxy purporting to be executed by or on behalf of a Stockholder
shall be deemed valid unless challenged at or prior to its exercise.

	Section 9.	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.

	Section 10.	Action without Meeting. Any action to be taken by
Stockholders may be taken without a meeting if (1) all
Stockholders entitled to vote on the matter consent to the action in
writing, (2) all Stockholders entitled to notice of the meeting
but not entitled to vote at it sign a written waiver of any right to
dissent and (3) said consents and waivers are filed with the
records of the meetings of Stockholders. Such consent shall be
treated for all purposes as a vote of the meeting.

ARTICLE III
DIRECTORS

	Section 1.	Board of 3 to 15 Directors. The Board of Directors
shall consist of not less than three (3) nor more than fifteen
(15) Directors, all of whom shall be of full age and at least
40% of whom shall be persons who are not interested persons of
the Company as defined in the Investment Company Act of 1940,
provided that prior to the issuance of stock by the Company, the
Board of Directors may consist of less than three (3) Directors,
subject to the provisions of Maryland law. Directors need not be
Stockholders. The Directors shall have power from time to time,
and at any time when the Stockholders as such are not assembled in
a meeting, regular or special, to increase or decrease their own
number. If the number of Directors be increased, the additional
Directors may be elected by a majority of the Directors in office
at the time of the increase. The additional Directors shall
thereafter be elected or reelected by the Stockholders at their
next annual meeting or at an earlier special meeting called for
that purpose.

Commencing with the first annual meeting of Stockholders
held after the initial public offering of the shares of the Company
(the "initial meeting"), the Board of Directors shall be divided into
three classes, each having a term of three years. At the annual
meeting of Stockholders in each year thereafter, the term of one
class will expire. 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 as possible.

		The number of Directors may also be increased or decreased
by vote of the Stockholders at any regular or special meeting
called for that purpose. A Director may be removed with or
without cause, but only by action of at least 75% of the shares
then entitled to vote in an election of Directors. A meeting
for the purpose of considering the removal of a person serving as
Director shall be called by the Directors if requested in writing to
do so by the holders of not less than 10% of the outstanding shares
of the Company. If the Stockholders vote an increase in the Board
they shall by plurality vote elect Directors to the newly created
places as well as fill any then existing vacancies on the Board.

		The Board of Directors may elect, but shall not be
required to elect, a Chairman of the Board who must be Director.

	Section 2.	Vacancies. If the office of any Director
or Directors becomes vacant for any reason (other than due to an
increase in the number of places on the Board as provided in
Section 1 of Article III), the Directors in office, although less
than a quorum, shall continue to act and may, by a majority vote,
choose a successor or successors, who shall hold office until the
next meeting of Stockholders, subject to compliance with applicable
provisions of the 1940 Act. Any vacancy may be filled by the
Stockholders at any meeting thereof.

	Section 3.	Majority to be Elected by Stockholders.
If at any time, less than a majority of the Directors in office
shall consist of Directors elected by Stockholders, a meeting of
the Stockholders shall be called within 60 days for the purpose
of electing Directors to fill any vacancies in the Board of
Directors (unless the Securities and Exchange Commission or any
court of competent jurisdiction shall by order extend such period).

	Section 4.	Removal. At any meeting of Stockholders
duly called and at which a quorum is present, the Stockholders may,
by the affirmative vote of the holders of at least 66-2/3% of the
votes entitled to be cast thereat, remove any Director or Directors
from office, with or without cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms
of the removed Directors.

	Section 5.	Powers of the Board. The business of this Company
shall be managed under the direction of its Board of Directors,
which may exercise or give authority to exercise all powers of
the Company and do all such lawful acts and things as are not by
statute, by the Articles of Incorporation or by these By-Laws
required to be exercised or done by the Stockholders.

	Section 6.	Place of Meetings. The Directors may hold
their meetings at the principal office of the Company or at such
other places, either within or without the State of Maryland, as
they may from time to time determine.
	Section 7.	Regular Meetings. Regular meetings of the
Board may be held at such date and time as shall from time to time
be determined by resolution of the Board.

	Section 8.	Special Meetings. Special meetings of the
Board may be called by order of the President on one day's notice
given to each Director either in person or by mail, telephone,
telegram, telefax, telex, cable or wireless to each Director at his
residence or regular place of business. Special meetings will be
called by the President or Secretary in a like manner on the
written request of a majority of the Directors.

	Section 9.	Waiver of Notice. No notice of any meeting
of the Board of Directors or a committee of the Board need be given
to any Director who is present at the meeting or who waives notice
of such meeting in writing (which waiver shall be filed with the
records of such meeting), either before or after the time of the
meeting.

	Section 10.	Quorum of One-Third. At all meetings of the
Board the presence of one-third of the entire number of Directors
then in office (but not less than two Directors) shall be necessary
to constitute a quorum and sufficient for the transaction of
business, and any act of a majority present at a meeting at which
there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute, by
the Articles of Incorporation or by these By-Laws. 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.

	Section 11.	Informal Action by Directors and Committees.
Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may, except as
otherwise required by statute, be taken without a meeting if a
written consent to such action is signed by all members of the
Board, or of such committee, as the case may be and filed with
the minutes of the proceedings of the Board or committee. Subject
to the Investment Company Act of 1940, 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.

	Section 12.	Executive Committee. There may be an Executive
Committee of two or more Directors appointed by the Board who may
meet at stated times or on notice to all by any of their own
number. The Executive Committee shall consult with and advise the
Officers of the Company in the management of its business and
exercise such powers of the Board of Directors as may be lawfully
delegated by the Board of the 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.

	Section 13.	Audit Committee. There shall be an Audit Committee
of two or more Directors who are not "interested persons" of the
Company (as defined in the Investment Company Act of 1940, as
amended) appointed by the Board who may meet at stated times or
on notice to all by any of their own number. The Committee's duties
shall include reviewing both the audit and other work of the Company's
independent accountants, recommending to the Board of Directors the
independent accountants to be retained, and reviewing generally the
maintenance and safekeeping of the Company's records and documents.

	Section 14.	Other Committees. The Board of Directors, by
the affirmative vote of a majority of the entire Board, may appoint
other committees which shall in each case consist of such number of
members (not less than two) and shall have and may exercise, to the
extent permitted by law, such powers as the Board may determine in
the resolution appointing them. A majority of all members of any
such committee may determine its action, and fix the time and place
of its meetings, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to change
the members and, to the extent permitted by law, the powers of any
such committee, to fill vacancies, and to discharge any such
committee.

	Section 15.	Advisory Board. There may be an Advisory Board
of any number of individuals appointed by the Board of Directors who
may meet at stated times or on notice to all by any of their own
number or by the President. The Advisory Board shall be composed of
Stockholders or representatives of Stockholders. The Advisory Board
will have no power to require the Company to take any specific
action. Its purpose shall be solely to consider matters of general
policy and to represent the Stockholders in all matters except
those involving the purchase or sale of specific securities. A
majority of the Advisory Board, if appointed, must consist of
Stockholders who are not otherwise affiliated or interested
persons of the Company or of any affiliate of the Company as those
terms are defined in the Investment Company Act of 1940.

	Section 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. Nothing
herein contained shall be construed to preclude any Director from
serving the Company in any other capacity or from receiving
compensation therefor.

ARTICLE IV
OFFICERS

	Section 1.	Officers. The Officers of the Company shall be
fixed by the Board of Directors and shall include a Chief
Executive Officer- Investment Management, a Chief Executive
Officer- Finance and Administration, a President, a
Vice-President, a Secretary, a Chief Financial Officer and Chief
Accounting Officer and a Treasurer. Any two of the aforesaid
offices, except those of President and Vice-President, may be held
by the same person.

	Section 2.	Appointment of Officers. The Directors, at
their first meeting after each annual meeting of Stockholders,
shall appoint a President and the other Officers who need not be
members of the Board.

	Section 3.	Additional Officers. The Board, at any regular
or special meeting, 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.

	Section 4.	Salaries of Officers. The salaries of all
Officers of the Company shall be fixed by the Board of Directors.

	Section 5.	Term, Removal, Vacancies. The Officers of the
Company shall hold office for one year and until their successors are
chosen and qualify in their stead. Any Officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the Directors. If the office of any Officer
becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

	Section 6.	President. The President shall, subject to the
supervision of the Board of Directors, have general responsibility
for the management of the business of the Company and shall see
that all orders and resolutions of the Board are carried into
effect.

	Section 7.	Vice-President. The Vice-President (senior in service),
at the request or in the absence or disability of the
President shall perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of
Directors shall prescribe.

	Section 8.	Treasurer. The Treasurer shall be responsible
for the general supervision over the care and custody of the funds,
securities, and other valuable effects of the Company and shall deposit
the same or cause the same to be deposited in the name of the
Company in such depositories as the Board of Directors may designate;
shall disburse the funds of the Company as may be ordered by the
Board of Directors; shall have supervision over the accounts of all
receipts and disbursements of the Company; disburse the funds of the
Company; shall have the power and authority to perform the duties
usually incident of his office and those duties as may be assigned to
him from time to time by the Board or by the Chief Financial Officer
and Chief Accounting Officer; and shall render to the Chief
Financial Officer and Chief Accounting Officer and the Board,
whenever they request it, an account of all of his transactions
as Treasurer.

		Any Assistant Treasurer may perform such duties of
the Treasurer as the Treasurer of the Board of Directors may
assign, and, in the absence of the Treasurer, he may perform all
the duties of the Treasurer.

	Section 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 books to be kept for that
purpose. 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.

Section 10.	Chief Executive Officer- Investment Management. The
Chief Executive Officer- Investment Management shall be the
principal executive officer with respect to the portfolio
investments of the Company, and shall have such other powers
and duties as may be prescribed by the Board of Directors or
these By-Laws.

	Section 11.	Chief Executive Officer- Finance and Administration.
The Chief Executive Officer- Finance and Administration
shall be the principal executive officer with respect to the
financial accounting and administration of the Company, and shall
have such other powers and duties as may be prescribed by the Board
of Directors or these By-Laws.

	Section 12.  Chief Financial Officer and Chief Accounting Officer.
The Chief Financial Officer and Chief Accounting Officer shall,
whenever required by the Board of Directors, render or cause to be
rendered financial statements of the Company; supervise the
investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefore; provide assistance to the Audit
Committee of the Board and report to such Committee as necessary;
be designated as principal accounting officer/principal financial
officer for purposes of  32 of the 1940 Act,  302 of the Sarbanes
Oxley Act of 2002 and  6 of the Securities Act of 1933; 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 Company (and every series and class thereof),
including accounts of assets, liabilities, receipts, disbursements,
gains, losses, capital retained earnings and shares; shall have the
power and authority to perform the duties usually incident of his
office and those duties as may be assigned to him from time to time
by the Board; and shall render to the Chief Executive Officer-
Finance and Administration and the Board, whenever they request it,
an account of all of his transactions as Chief Financial Officer
and Chief Accounting Officer and of the financial condition of the
Company.

	Section 13.	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 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.

	Section 14.	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.


ARTICLE V
INDEMNIFICATION

	Section 1.	Indemnification of Directors and Officers. 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").

	Section 2.	Advances. Any current or former director or
officer of the Company seeking indemnification within the scope of
this Article shall be entitled to advances from the Company for
payment of the reasonable expenses incurred by him in connection
with the matter as to which he is seeking indemnification in the
manner and to the fullest extent permissible under the Maryland
General Corporation Law. The person seeking indemnification shall
provide to the Company a written affirmation of his good faith
belief that the standard of conduct necessary for indemnification
by the Company has been met and a written undertaking to repay any
such advance if it should ultimately be determined that the
standard of conduct has not been met. The provisions of this
Section are subject to compliance with applicable provisions
of the 1940 Act.

	Section 3.	Procedure. Subject to Section 2 of this
Article V, at the request of any person claiming indemnification
under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland
General Corporation Law, whether the standards required by this
Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (b)
in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnified
was not liable by reason of disabling conduct by (i) the vote of a
majority of a quorum of disinterested non-party Directors or (ii)
an independent legal counsel in a written opinion.

	Section 4.	Indemnification of Employees and Agents.
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.

	Section 5.	Other Rights. The Board of Directors may make
further provision consistent with law for indemnification and
advance
of expenses to Directors, Officers, employees and agents by
resolution, agreement or otherwise. The indemnification provided
by this Article shall not be deemed exclusive of any other right,
with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or
other agreement or resolution of Stockholders or disinterested
Directors or otherwise. The rights provided to any person by this
Article shall be enforceable against the Company by such person who
shall be presumed to have relied upon it in serving or continuing
to serve as a director, officer, employee, or agent as provided above.

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

	Section 7.	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 which would indemnify any Director or Officer of the
Company against any liability to the Company or to its security
holders to which he would otherwise be subject by reason of
disabling conduct (as defined in Section 1 of this Article V).

ARTICLE VI
GENERAL PROVISIONS

	Section 1.	Waiver of Notice. Whenever by statute, the provisions
of the Articles of Incorporation or these By-Laws, the Stockholders
or the Board of Directors are authorized 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 attorney thereunto authorized.

	Section 2.	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.

	Section 3.	Fiscal Year. The fiscal year of the Company
shall be determined by resolution of the Board of Directors.

	Section 4.	Accountant. The Company shall employ an
independent public accountant or a firm of independent public
accountants as its Accountant to examine the accounts of the
Company and to sign and certify financial statements filed by
the Company. The employment of the Accountant shall be conditioned
upon the right of the Company to terminate the employment forthwith
without any penalty by vote of a majority of the outstanding voting
securities at any Stockholders' meeting called for that purpose.


ARTICLE VII
CAPITAL STOCK

	Section 1.	Certificate of Stock. The interest of each Stockholder
of the Company may 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 shares and no certificate shall
be valid unless it has been signed by 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.

	Section 2.	Lost, Stolen or Destroyed Certificates.
The Board of Directors, or the President together with the Treasurer
or Secretary, may direct a new certificate to be issued in place
of any certificate theretofore issued by the Company, alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed, or by his legal
representative. When authorizing such issue of a new certificate,
the Board of Directors, or the President and Treasurer or
Secretary, may, in its or their discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it or they shall require
and/or give the Company a bond in such sum and with such surety
or sureties as it or they may direct as indemnity against any
claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed or
such newly issued certificate.

	Section 3.	Transfer of Stock. Shares of stock of the
Company shall be transferable on the books of the Company by the
holder thereof in person or by his duly authorized attorney or
legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of
the same class, duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, with such proof
of the authenticity of the signature as the Company or its agents
may reasonably require. The 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.

	Section 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.

	Section 5.	Record Date. The Board of Directors may fix
a time not less than 10 nor more than 90 days prior to the date of
any meeting of Stockholders or prior to the last day on which the
consent or dissent of Stockholders may be effectively expressed for
any purpose without a meeting, as the time as of which Stockholders
entitled to notice of and to vote at such a meeting or whose consent
or dissent is required or may be expressed for any purpose, as the
case may be, shall be determined; and all persons who were holders
of record of voting stock at such time and no other shall be entitled
to notice of and to vote at such meeting or to express their consent
or dissent, as the case may be. If no record date has been fixed,
the record date for the determination of Stockholders entitled
to notice of or to vote at a meeting of Stockholders shall be the
later of the close of business on the day on which notice of the
meeting is mailed or the thirtieth day before the meeting, or,
if notice is waived by all Stockholders, at the close of business
on the tenth day next preceding the day on which the meeting is
held. The Board of Directors may also fix a time not exceeding 90
days preceding the date fixed for the payment of any dividend or
the making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change,
conversion or exchange of capital stock, as a record time for the
determination of the Stockholder entitled to receive any such
dividend, distribution, rights or interests.

	Section 6.	Stock Ledgers. The stock ledgers of the
Company, containing the names and addresses of the Stockholders and
the number of shares held by them respectively, shall be kept at
the principal offices of the Company or at the offices of the
transfer agent of the Company or at such other location as
may be authorized by the Board of Directors from time to time.

	Section 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.

	Section 8.	Dividends. Dividends upon the capital stock
of the Company, subject to any provisions of the Articles of
Incorporation relating thereto, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law.
	Section 9.	Reserve Before Dividends. Before payment
of any dividend, there may be set aside out of the net profits
of the Company available for dividends such sum or sums as the
Directors from time to time in their absolute discretion think
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Company, or for such other purpose as the Directors shall think
conducive to the interests of the Company, and the Directors
may modify or abolish any such reserve in the manner in which
it was created.

	Section 10.	No Pre-emptive Rights. Shares of stock
shall not possess pre-emptive rights to purchase additional
shares of stock when offered.

	Section 11.	Fractional Shares. Fractional shares of
stock entitle the holder to the same voting and other rights and
privileges as whole shares on a pro-rata basis.

ARTICLE VIII
AMENDMENTS

	Section 1.	By Stockholders. Except as provided by this
Section 1 of Article VIII, By-Laws may be adopted, amended or
repealed, by vote of the holders of a majority of the Company's
stock, as defined by the Investment Company Act of 1940, at any
annual or special meeting of the Stockholders at which a quorum
is present or represented, provided notice of the proposed
amendment shall have been contained in the notice of the meeting.
Sections 1 and 4 of Article III may be amended only by vote of the
holders of 75% of the Company's Common Stock, unless such action
has previously been approved, adopted or authorized by the
affirmative vote of two-thirds of the total number of Directors
fixed in accordance with these By-Laws, in which case the
affirmative vote of a majority of the outstanding shares is
required.

	Section 2.	By Directors. The Directors may adopt,
amend or repeal any By-Law (in a manner not inconsistent with any
By-Law adopted, amended or repealed by the Company's Stockholders
in accordance with Section 1 of this Article VIII) by majority
vote of all of the Directors in office at any regular meeting, or
at any special meeting, subject to the requirements of applicable
law.

ARTICLE IX
CUSTODY OF SECURITIES

	Section 1.	Employment of a Custodian. The Company
shall place and at all times maintain in the custody of a Custodian
(including any sub-custodian for the Custodian, which may be a
foreign bank which meets applicable requirements of law) all funds,
securities and similar investments owned by the Company.
The Custodian (and any sub-custodian) shall be a bank having not
less than $2,000,000 aggregate capital, surplus and undivided
profits or such other financial institution as shall be permitted
by rule or order of the United States Securities and Exchange
Commission. The Custodian shall be appointed from time to time
by the Directors, who shall fix its remuneration.

	Section 2.	Action Upon Termination of Custodian
Agreement. Upon termination of a Custodian Agreement or inability
of the Custodian to continue to serve, the Directors shall promptly
appoint a successor custodian, but in the event that no successor
custodian can be found who has the required qualifications and is
willing to serve, the Directors shall call as promptly as possible
a special meeting of the Stockholders to determine whether the
Company shall function without a custodian or shall be liquidated.
If so directed by vote of the holders of a majority of the
outstanding voting securities, the Custodian shall deliver and
pay over all funds, securities and similar investments held by
it as specified in such vote.

	Section 3.	Provisions of Custodian Agreement. The
following provisions shall apply to the employment of a Custodian
and to any contract entered into with the Custodian so employed:

		The Directors shall cause to be delivered to the
Custodian all securities owned by the Company or to which it may
become entitled, and shall order the same to be delivered by the
Custodian only in completion of a sale, exchange, transfer, pledge,
loan of portfolio securities to another person, or other
disposition thereof, all as the Directors may generally or from
time to time require or approve or to a successor Custodian; and
the Directors shall cause all funds owned by the Company or to which
it may become entitled to be paid to the Custodian, and shall order
the same disbursed only for investment against delivery of the
securities acquired, or the return of cash held as collateral for
loans of portfolio securities, or in payment of expenses, including
management compensation, and liabilities of the Company, including
distributions to Stockholders, or to a successor Custodian. In
connection with the Company's purchase or sale of futures
contracts, the Custodian shall transmit, prior to receipt
on behalf of the Company of any securities or other property,
funds from the Company's custodian account in order to furnish
to and maintain funds with brokers as margin to guarantee the
performance of the Company's futures obligations in accordance
with the applicable requirements of commodities exchanges and brokers.

ARTICLE X
MISCELLANEOUS

	Section 1.	Miscellaneous.

		(a) Except as hereinafter provided,
no Officer or Director of the Company and no partner, officer,
director or shareholder of the Investment Adviser of the Company
or of the Distributor of the Company, and no Investment Adviser
or Distributor of the Company, shall take long or short positions
in the securities issued by the Company.

		(1)	The foregoing provision shall not prevent the Distributor
from purchasing shares of stock from the Company if
such purchases are limited (except for reasonable allowances
for clerical errors, delays and errors of transmission and
cancellation of orders) to purchases for the purpose of filling
orders for such shares received by the Distributor, and provided
that orders to purchase from the Company are entered with the
Company or the Custodian promptly upon receipt by the Distributor
of purchase orders for such shares, unless the Distributor
is otherwise instructed by its customer.

		(2)	The foregoing provision shall not prevent the Distributor
from purchasing shares of stock of the Company as agent for the
account of the Company.

		(3)	The foregoing provision shall not prevent the purchase
from the Company or from the Distributor of shares of stock
issued by the Company, by any officer, or Director of the
Company or by any partner, officer, director or shareholder of
the Investment Adviser of the Company or of the Distributor of the
Company at the price available to the public generally at the
moment of
such purchase, or as described in the then currently
effective Prospectus of the Company.

		(4)	The foregoing shall not prevent the Distributor, or
any affiliate thereof, of the Company from purchasing shares of
stock prior to the effectiveness of the first registration statement
relating to the shares under the Securities Act of 1933.

		(b) The Company shall not lend assets of the Company
to any officer or Director of the Company, or to any partner, officer,
director or shareholder of, or person financially interested in, the
Investment Adviser of the Company, or the Distributor of the Company,
or to the Investment Adviser of the Company or to the Distributor of
the Company.

		(c) The Company shall not impose any restrictions
upon the transfer of the shares of stock of the Company except as
provided in the Articles of Incorporation, but this requirement
shall not prevent the charging of customary transfer agent fees.

		(d) The Company shall not permit any officer or Director
of the Company, or any partner, officer or director of the
Investment Adviser or Distributor of the Company, to deal for or on
behalf of the Company with himself as principal or agent, or with
any partnership, association or corporation in which he has a
financial interest; provided that the foregoing provisions shall
not prevent (a) Officers and Directors of the Company or partners,
officers or directors of the Investment Adviser or Distributor of
the Company from buying, holding or selling shares of stock in the
Company, or from being partners, officers or directors or otherwise
financially interested in the Investment Adviser or Distributor of
the Company; (b) purchases or sales of securities or other property
by the Company from or to an affiliated person or to the
Investment Adviser or Distributor of the Company if such
transaction is exempt from the applicable provisions of the
Investment Company Act of 1940; (c) purchases of investments for
the portfolio of the Company or sales of investments owned by the
Company through a security dealer who is, or one or more of whose
partners, share holders, officers or directors is, an Officer or
Director of the Company, or a partner, officer or director of the
Investment Adviser or Distributor of the Company, if such
transactions are handled in the capacity of broker only and
commissions charged do not exceed customary brokerage charges
for such services; (d) employment of legal counsel, registrar,
Transfer Agent, dividend disbursing agent or Custodian who is,
or has a partner, shareholder, officer, or director who is, an
officer or Director of the Company, or a partner, officer or
director of the Investment Adviser or Distributor of the Company,
if only customary fees are charged for services to the Company; (e)
sharing statistical research, legal and management expenses and
office hire and expenses with any other investment company in which
an officer or Director of the Company, or a partner, officer or
director of the Investment Adviser or Distributor of the Company,
is an officer or director or otherwise financially interested.

Adopted March 2, 1994
Amended and restated as of October 19, 1996
Amended and restated as of May 22, 1997
Amended and restated as of February 25, 2000
Amended and restated as of January 4, 2002
Amended and restated as of October 11, 2002
Amended and restated as of May 13, 2004
Amended and restated as of January 1, 2018