Dreyfus Funds POS EX Additional exhibits for listing

EXHIBIT A

DREYFUS FUNDS, INC.

A Maryland Corporation

BY-LAWS

(AS AMENDED JULY 1, 2011)

BY-LAWS
TABLE OF CONTENTS
ARTICLE I.	FISCAL YEAR AND OFFICES		1
SECTION 1.01.		FISCAL YEAR	1
SECTION 1.02.		REGISTERED OFFICE	1
SECTION 1.03.		OTHER OFFICES	1
ARTICLE II.	STOCKHOLDERS		1
SECTION 2.01.		PLACE OF MEETING	1
SECTION 2.02.		ANNUAL MEETING	1
SECTION 2.03.		SPECIAL MEETINGS	1
SECTION 2.04.		NOTICE	2
SECTION 2.05.		QUORUM	2
SECTION 2.06.		VOTING	2
SECTION 2.07.		VOTING - PROXIES	2
SECTION 2.08.		INSPECTORS	3
SECTION 2.09.		STOCK LEDGER AND LIST OF STOCKHOLDERS	3
SECTION 2.10.		ACTION WITHOUT MEETING	3
ARTICLE III. DIRECTORS			3
SECTION 3.01.		GENERAL POWERS	3
SECTION 3.02.		POWER TO ISSUE AND SELL	4
SECTION 3.03.		POWER TO DECLARE DIVIDENDS	4
SECTION 3.04.		NUMBER AND TERM OF OFFICE	5
SECTION 3.05.		ELECTION	5
SECTION 3.06.		REMOVAL OF DIRECTORS	5
SECTION 3.07.		PLACE OF MEETING	5
SECTION 3.08.		QUORUM	6
SECTION 3.09.		REGULAR MEETINGS	6
SECTION 3.10.		SPECIAL MEETINGS	6
SECTION 3.11.		INFORMAL ACTIONS	6
SECTION 3.12.		COMMITTEES	6
SECTION 3.13.		ACTION OF COMMITTEES	6

SECTION 3.14.		COMPENSATION	7
SECTION 3.15.		AUTHORITY TO RETAIN EXPERTS AND ADVISERS	7
SECTION 3.16.		CHAIRMAN OF THE BOARD	7
ARTICLE IV.	NOTICES AND COMMUNICATIONS		7
SECTION 4.01.		FORM OF NOTICE	7
SECTION 4.02.		WAIVER OF NOTICE	8
SECTION 4.03		COMMUNICATIONS WITH STOCKHOLDERS	8
ARTICLE V.	OFFICERS		8
SECTION 5.01.		EXECUTIVE OFFICERS	8
SECTION 5.02.		ELECTION	8
SECTION 5.03.		OTHER OFFICERS	8
SECTION 5.04.		TENURE	9
SECTION 5.05.		PRESIDENT	9
SECTION 5.06.		VICE PRESIDENT	9
SECTION 5.07.		SECRETARY	9
SECTION 5.08.		ASSISTANT SECRETARIES	9
SECTION 5.09.		TREASURER	9
SECTION 5.10.		CONTROLLER	10
SECTION 5.11.		ASSISTANT TREASURER	10
SECTION 5.12.		CHIEF COMPLIANCE OFFICER	10
SECTION 5.13		SURETY BONDS	10
ARTICLE VI.	FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS		10
ARTICLE VII. STOCK			10
SECTION 7.01.		CERTIFICATES	10
SECTION 7.02.		SIGNATURE	11
SECTION 7.03.		RECORDING AND TRANSFER WITHOUT CERTIFICATES	11
SECTION 7.04.		LOST CERTIFICATES	11
SECTION 7.05.		TRANSFER OF CAPITAL STOCK	11
SECTION 7.06.		REGISTERED STOCKHOLDERS	12
SECTION 7.07.		TRANSFER AGENTS AND REGISTRARS	12

SECTION 7.08.		STOCK LEDGER	12
SECTION 7.09.		TRANSFER REGULATIONS	12
SECTION 7.10.		FIXING OF RECORD DATE	12
ARTICLE VIII. GENERAL PROVISIONS			12
SECTION 8.01.		RIGHTS IN SECURITIES	12
SECTION 8.02.		CUSTODIANSHIP	13
SECTION 8.03.		REPORTS	13
SECTION 8.04.		SEAL	13
SECTION 8.05.		EXECUTION OF INSTRUMENTS	13
SECTION 8.06.		CHECKS, NOTES, DRAFTS, ETC.	13
ARTICLE IX.	REDEMPTION AND REPURCHASE OF THE CORPORATION'S
	SHARES		14
SECTION 9.01.		REDEMPTION OF SHARES	14
SECTION 9.02.		PRICE	14
SECTION 9.03.		PAYMENT	14
		EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET
SECTION 9.04.		VALUE	14
SECTION 9.05.		REPURCHASE BY AGREEMENT	14
SECTION 9.06.		REDEMPTION OF STOCKHOLDERS' INTERESTS	15
ARTICLE X.	NET ASSET VALUE OF SHARES		15
SECTION 10.01.		BY WHOM DETERMINED	15
SECTION 10.02.		WHEN DETERMINED	15
SECTION 10.03.		SUSPENSION OF DETERMINATION OF NET ASSET VALUE	15
SECTION 10.04.		COMPUTATION OF PER SHARE NET ASSET VALUE	15
SECTION 10.05.		INTERIM DETERMINATIONS	16
SECTION 10.06.		MISCELLANEOUS	16
ARTICLE XI.	ACCOUNTANT		17
SECTION 11.01.		ACCOUNTANT	17

ARTICLE XII.

INDEMNIFICATION AND INSURANCE

17

SECTION 12.01.		INDEMNIFICATION OF DIRECTORS AND OFFICERS	17
SECTION 12.02.		ADVANCES	18
SECTION 12.03.		PROCEDURE	18
SECTION 12.04.		INDEMNIFICATION OF EMPLOYEES AND AGENTS	18
SECTION 12.05.		OTHER RIGHTS	18
		INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND
SECTION 12.06.		AGENTS	18
ARTICLE XIII.	AMENDMENTS		19

BY-LAWS OF
DREYFUS FUNDS, INC.

Article I
Fiscal Year and Offices

     Section 1.01.Fiscal Year.Unless otherwise provided by resolution of the Board of Directors the fiscal year of the Corporation shall begin January 1 and end on the last day of December.

     Section 1.02.Registered Office.The registered office of the Corporation in Maryland shall be located in the City of Baltimore c/o The Corporation Trust, Incorporated, 351 West Camden Street, Baltimore, Maryland 21201 and the name and address of its Resident Agent is The Corporation Trust, Incorporated, 351 West Camden Street, Baltimore, Maryland 21201.

     Section 1.03.Other Offices.The Corporation shall have the power to open additional offices for the conduct of its business, either within or outside the State of Maryland, at such places as the Board of Directors may from time to time designate.

Article II
Stockholders

     Section 2.01.Place of Meeting.Meetings of the stockholders for the election of Directors shall be held in such place as the Board of Directors may by resolution establish. In the absence of any specific resolution, annual meetings of stockholders shall, if required, be held at the Corporation's principal office at 2930 East Third Avenue, Denver, Colorado 80206. Meetings of stockholders for any other purpose may be held at such place and time as shall be fixed by resolution of the Board of Directors and stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

     Section 2.02.Annual Meeting.The annual meeting of stockholders, if required, shall be held on a date and at a time to be set by the Board of Directors. The Corporation shall not be required to hold an annual meeting in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940, as amended. If the Corporation is required to hold a meeting of stockholders to elect directors, the meeting shall be designated as the annual meeting of stockholders for that year and shall be held within the time prescribed by the Investment Company Act of 1940, as amended, and the Maryland General Corporation Law ("General Corporation Law"). At the annual meeting, the stockholders shall transact any other business which may properly be brought before the meeting.

     Section 2.03.Special Meetings.Special meetings of the stockholders of the Corporation (including meetings involving only one or more but less than all series or classes of stock) may be called at any time by the Chairman of the Board or the President, or by a majority of the Board of Directors, and shall be called by the Chairman of the Board, President or Secretary upon written request of the holders of shares entitled to cast at least a majority of all the votes entitled to be cast at such meeting provided that (a) such request will state the purpose of such meeting and the matters proposed to be acted upon and (b) the stockholders requesting such meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such stockholders.

     Section 2.04.Notice.Not less than ten nor more than ninety days before the date of every annual or special stockholders' meeting (unless any provisions of the General Corporation Law shall prescribe a different elapsed period of time), the Secretary shall cause to be mailed to each stockholder entitled to vote at such meeting at his, her or its address as it appears on the records of the Corporation at the time of mailing (including for these purposes email address or facsimile number, as applicable) written notice stating the time and place of the meeting and, in the case of a special meeting of stockholders, the purpose or purposes for which the meeting is called. If mailed, notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his or her post office address as it appears on the records of the Corporation with postage thereon prepaid. Notice of any stockholders' meeting need not be given to any stockholder who shall sign a written waiver of such notice whether before or after the time of such meeting, or to any stockholder who shall attend such meeting in person or by proxy. Notice of adjournment of a stockholders' meeting to another time or place need not be given, if such time and place are announced at the meeting.

     Section 2.05.Quorum.At any meeting of stockholders, the presence in person or by proxy of the holders of one-third of the aggregate number of shares of common stock at the time outstanding shall constitute a quorum for the transaction of business at the meeting, except that where any provision of law, the Articles of Incorporation, or these By-laws require that the holders of any class of shares shall vote as a class, then one-third of the aggregate number of shares of that class at the time outstanding shall be necessary to constitute a quorum for the transaction of such business. For the purposes of establishing whether a quorum is present, all shares present and entitled to vote, including abstentions and broker non-votes, shall be counted. If, however, such quorum shall not be present or represented at any meeting of the stockholders, any officer entitled to preside at, or act as a Secretary of, such meeting, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2.06.Voting.Each stockholder shall have one vote for each full share and a fractional vote for each fractional share of stock having voting power held by such stockholder on the record date set pursuant to Section 7.10 on each matter submitted to a vote at a meeting of stockholders. Such vote may be made in person or by proxy. If no record date has been fixed for the determination of stockholders, the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be (a) at the close of business (i) on the day ten days before the date on which notice of the meeting is mailed or (ii) on the day 90 days before the meeting whichever is the closer date to the meeting; or (b) if notice is waived by all stockholders entitled to notice of or to vote at the meeting, at the close of business on the tenth day next preceding the day on which the meeting is held. At all meetings of the stockholders, a quorum being present, all matters shall be decided by majority vote of the shares of stock entitled to vote held by stockholders present in person or by proxy, unless the question is one which by express provision of the laws of Maryland, the Investment Company Act of 1940, as amended, or the Articles of Incorporation, a different vote is required in which case such express provision shall control the decision of such question. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of votes and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.

     Section 2.07.Voting - Proxies.The right to vote by proxy shall exist only if the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or herself or by his or her attorney thereunto duly authorized. No proxy shall be voted on after eleven months from its date unless it provides for a longer period. Each proxy shall be in writing executed by the stockholder or

his or her duly authorized attorney and shall be dated, but need not be sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary of the Corporation or 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 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.

     Section 2.08.Inspectors.At any election of directors, the Board of Directors prior thereto may, or, if they have not so acted, the Chairman of the meeting may, appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken. No candidate for the office of director shall be appointed such inspector.

     Section 2.09.Stock Ledger and List of Stockholders.It shall be the duty of the Secretary or Assistant Secretary of the Corporation to cause an original or duplicate stock ledger to be maintained at the office of the Corporation's transfer agent. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection. Any one or more persons, each of whom has been a stockholder of record of the Corporation for more than six months next preceding such request, who owns or own in the aggregate 5% or more of the outstanding capital stock of the Corporation, may submit a written request to any officer of the Corporation or its resident agent in Maryland for a list of the stockholders of the Corporation. Within 20 days after such a request, there shall be prepared and filed at the Corporation's principal office a list containing the names and addresses of all stockholders of the Corporation and the number of shares of each class held by each stockholder, certified as correct by an officer of the Corporation, by its stock transfer agent, or by its registrar.

     Section 2.10.Action Without Meeting.Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing, and the written consents are filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting. Any written consents may be executed and delivered by electronic means.

Article III
Directors

     Section 3.01.General Powers.The business of the Corporation shall be under the direction of its Board of Directors, which may exercise all powers of the Corporation, except such as are by statute, or by the Articles of Incorporation, or by these By-laws conferred upon or reserved to the stockholders. All acts done by any meeting of the directors or by any person acting as a director, so long as his or her successor shall not have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or of such person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or was qualified to be directors or a director of the corporation.

Section 3.02.Power to Issue and Sell Stock

     (a)General.The Board of Directors may from time to time issue, reissue, sell or cause to be issued and sold any of the Corporation's authorized shares of any class of common stock, including any

additional shares hereafter authorized of any class and any shares redeemed or repurchased by the Corporation, to such persons and for such consideration as the Board of Directors shall deem advisable, except that only shares previously contracted to be sold may be issued during any period when the determination of net asset value is suspended pursuant to the provisions of Article X hereof. All shares of any classes of such authorized common stock, when issued in accordance with the terms of this Section 3.02, shall be fully paid and nonassessable.

     (b)Price.No shares of common stock shall be issued or sold by the Corporation, except as a stock dividend distributed to shareholders, for less than an amount which would result in proceeds to the Corporation, before taxes payable by the Corporation in connection with such transaction, of at least the net asset value per share determined as set forth in Article X hereof as of such time as the Board of Directors shall have by resolution prescribed. In the absence of a resolution of the Board of Directors applicable to the transaction, such net asset value shall be that next determined after an unconditional order for shares has been received by the Corporation (either directly or through one of its agents) and the sales price in currency has been determined.

     (c)On Merger or Consolidation.In connection with the acquisition of all or substantially all the assets or stock of another investment company or investment trust, the Board of Directors may issue or cause to be issued shares of common stock of the Corporation and accept in payment thereof, in lieu of cash, such assets at their market value, or such stock at the market value of the assets held by such investment company or investment trust, either with or without adjustment for contingent costs or liabilities, provided such assets are of the character in which the Board of Directors is permitted to invest the funds of the Corporation.

     (d)Fractional Shares.The Corporation may issue and sell or cause to be issued and sold fractions of shares having pro rata all the rights of full shares, including, without limitation, the right to vote and to receive dividends.

Section 3.03Power to Declare Dividends

     (a) The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash at the election of the stockholders, on all issued and outstanding shares of any or all classes of common stock, the amount of such dividends and distributions and the payment of them being wholly in the discretion of the Board of Directors and payable only out of earnings, surplus, or other lawfully available assets belonging to the Corporation; provided, however, that the sum of the cash dividend actually paid to any stockholder and the asset value of the shares received (determined as of such time as the Board of Directors shall have prescribed pursuant to Section 3.02 hereof with respect to shares sold on the date of such stockholder election) shall not exceed the full amount of cash to which the stockholder would be entitled if he elected to receive only cash.

     The Board of Directors is expressly authorized to determine in accordance with generally accepted accounting principles and practices what constitutes net profits, earnings, surplus or net assets in excess of capital, and to determine what accounting periods shall be used by the Corporation for any purpose, whether annual or any other period, including daily; to set apart out of any funds of the Corporation such reserves for such purposes as it shall determine and to abolish the same; to declare and pay dividends and distributions in cash, securities or other property from surplus or any funds legally available therefor, at such intervals (which may be as frequently as daily) or on such other periodic basis, as it shall determine; to declare such dividends or distributions, including daily dividends, by means of a formula or other method of determination at meetings held less frequently than the frequency of the

effectiveness of such declarations; to establish payment dates for dividends or any other distributions on any basis including dates occurring less frequently than the effectiveness of the declarations thereof; and to provide for the payment of declared dividends on a date other than the specified payment date in the case of the stockholders of the Corporation redeeming their entire ownership of the Corporation.

     (b) The Board of Directors shall cause to be accompanied by a written statement any dividend payment wholly or partly from any source other than:

     (i) the Corporation's accumulated undistributed net income (determined in accordance with good accounting practice and the rules and regulations of the Securities and Exchange Commission then in effect and not including profits or losses realized upon the sale of securities or other properties); or

(ii) the Corporation's net income so determined for the current or preceding fiscal year.

     Such statement shall adequately disclose the source or sources of such payment and the basis of calculation, and shall be in such form as the Securities and Exchange Commission may prescribe.

     Section 3.04.Number and Term of Office.The number of directors which shall constitute the whole Board shall be determined from time to time by the Board of Directors, but shall not be fewer than three, nor more than fifteen. Each director elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. Directors need not be stockholders.

     Section 3.05.Election.Initially the directors shall be those persons named as such in the Articles of Incorporation. Except as provided in the next sentence, the directors shall be elected by the vote of a majority of the shares present in person or by proxy at the annual meeting of the stockholders. If any vacancies shall occur in the Board of Directors for any reason, the directors then in office shall continue to act, and such vacancies (if not previously filled by the stockholders) may be filled by a majority vote of the remaining directors, although less than a quorum, and except that a newly created Directorship may be filled only by a majority vote of the entire Board of Directors, provided that in either case immediately after filling any such vacancy at least two-thirds of the directors then holding office shall have been elected to such office by the stockholders; and provided further that if at any time less than a majority of the directors then holding office were elected by stockholders, a stockholders' meeting shall be called as soon as possible, and in any event within sixty days, for the purpose of electing an entire new Board of Directors.

     Section 3.06.Removal of Directors.At any stockholders meeting, provided a quorum is present, any director may be removed (either with or without cause) by the vote of the holders of a majority of the shares present or represented at the meeting, and at the same meeting a duly qualified person may be elected in his or her stead by a majority of the votes validly cast.

     Section 3.07.Place of Meeting.Meetings of the Board of Directors, regular or special, may be held at any place (including for these purposes, by means of conference telephone circuit, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time) in or out of the State of Maryland as the Board may from time to time determine.

     Section 3.08.Quorum.At all meetings of the Board of Directors a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the Board of Directors

unless the concurrence of a greater proportion is required for such action by the laws of Maryland, the Investment Company Act of 1940, as amended, the Articles of Incorporation, or these By-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

     Section 3.09.Meetings of Board of Directors.Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors provided that notice of any change in the time or place of such meetings shall be sent promptly to each director not present at the meeting at which such change was made in the manner provided for notice of special meetings. It shall be sufficient notice to a director of a special meeting to send notice by overnight mail at least two days or by email or facsimile at least one day before the meeting, addressed to the director at his or her usual or last known business or residence address, email address or facsimile number, as applicable, or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice may be sent on the day of the special meeting by email, facsimile or other electronic means, or given by telephone or in person, if under the circumstances the party calling the meeting deems more immediate action to be necessary or appropriate. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors need not state the purpose of a regular or special meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of such Board or committee by means of conference telephone circuit, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

     Section 3.10.Informal Actions.Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed in one or more counterparts by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. Any written consents may be executed and delivered by electronic means.

     Section 3.11.Committees.The Board of Directors may by resolution passed by a majority of the entire Board appoint from among its members an Executive Committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the Board of Directors, any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, except the powers (a) to declare dividends or distributions on stock, (b) to issue stock (although a committee may participate in fixing the terms and conditions of stock issued, in accordance with the laws of Maryland), (c) to recommend to stockholders any action requiring stockholder approval, (d) to amend the By-laws, or (e) to approve any merger or share exchange which does not require stockholder approval.

     Section 3.12.Action of Committees.In the absence of an appropriate resolution of the Board of Directors each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be less than two directors. The committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member.

     Section 3.13.Compensation.Any director, whether or not he is a salaried officer or employee of the Corporation, may be compensated for his or her services as a director or as a member of a committee of directors, or as Chairman of the Board or chairman of a committee by fixed periodic payments, by fees for attendance at meetings, or otherwise or by a combination thereof, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Directors may from time to time determine.

     Section 3.14.Authority to Retain Experts and Advisers.The directors who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Corporation may, by a vote of a majority of such directors, hire employees and retain experts and advisers, including independent legal counsel, at the expense of the Corporation, to the extent such directors deem necessary to carry out their duties as directors, and may execute any agreements, contracts, instruments or other documents in connection therewith.

     Section 3.15.Chairman of the Board.The Chairman of the Board, if one shall be chosen from and by the directors, shall preside at all meetings of the Board of Directors and stockholders, and shall perform and execute such executive duties and administrative powers as the Board of Directors shall from time to time prescribe.

Article IV
Notices and Communications

     Section 4.01.Waiver of Notice.Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or a committee is required to be given under the provisions of the laws of Maryland, the Articles of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of directors or committee in person, shall be deemed equivalent to the giving of such notice to such persons. The foregoing requirements of notice also shall apply, whenever the Corporation shall have any class of stock which is not entitled to vote, to holders of stock who are not entitled to vote at the meeting, but who are entitled to notice thereof and to dissent from any action taken thereat.

     Section 4.02.Communications with Stockholders.Any notices, reports, statements or other communications with stockholders of any kind required under the Articles of Incorporation, these by-laws or applicable law may be sent, delivered or made available in any reasonable manner as may be determined by the Board of Directors if not otherwise prohibited by applicable law, including, without limitation, by email or other electronic means or by posting on a website; and such communications may be sent, delivered or otherwise made available to stockholders in accordance with householding or other similar rules under which a single copy of such notice or report may be sent to stockholders who reside at the same address. No communication need by given to any stockholder who shall have failed to inform the Corporation of the stockholder's current address and the Board of Directors may from time to time adopt, or may authorize the officers or agents of the Corporation to adopt, procedures or policies with respect to communications to stockholders that are returned to the Corporation or its agents as undeliverable and similar matters.

Article V
Officers

Section 5.01.Executive Officers.The officers of the Corporation shall be chosen by the Board of

Directors and shall include a President, a Secretary, a Treasurer and a Chief Compliance Officer. The

Board of Directors may, from time to time, elect or appoint a Controller, one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers. The same person may hold two or more offices, except that no person shall be both President and Vice President and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Articles of Incorporation or these By-laws to be executed, acknowledged or verified by two or more officers.

     Section 5.02.Election.The Board of Directors shall choose a President, a Secretary and a Treasurer at its first meeting and thereafter at the next meeting following a stockholders' meeting at which directors were elected.

     Section 5.03.Other Officers.The Board of Directors from time to time may appoint such officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board. 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 5.04.Tenure.The officers of the Corporation shall serve until their successors are chosen and qualify. Any officer or agent may be removed by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interest of the Corporation will be served thereby. In addition, any officer or agent appointed pursuant to Section 5.03 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors, unless pursuant to Section 5.03 the power of appointment has been conferred by the Board of Directors on any other officer.

     Section 5.05.President.The President shall be the Chief Executive Officer of the Corporation; if designated by the Chairman, he or she shall preside at all meetings of the stockholders, and shall see that all orders and resolutions of the Board are carried into effect. The President shall also be the chief administrative officer of the Corporation and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     Section 5.06.Vice-President.The Vice-Presidents, in the order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

     Section 5.07.Secretary.Unless a secretary of the meeting has been appointed, the Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereof and shall perform like duties for any Committee when required. He or she shall give, or cause to be given, notice of meetings of the stockholders and of the Board of Directors, shall have charge of, or shall cause an agent to have charge of, the records of the Corporation, including the stock books, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, shall affix and attest the same to any instrument requiring it. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

     Section 5.08.Assistant Secretaries.The Assistant Secretaries in order of their seniority, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.

     Section 5.9.Treasurer.The Treasurer, unless another officer has been so designated, shall be the Chief Financial Officer of the Corporation. He or she shall have general charge of the finances and books of account of the Corporation. Except as otherwise provided by the Board of Directors the Treasurer shall have general supervision of the funds and property of the Corporation and of the performance by the custodian of its duties with respect thereto. The Treasurer shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the Corporation and of all his or her transactions as Treasurer. The Treasurer shall cause to be prepared annually a full and correct statement of the affairs of the Corporation including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of stockholders, if such a meeting be held, and filed within twenty days thereafter, or after the date set herein for such meeting, at the principal office of the Corporation in the State of Maryland. The Treasurer shall perform all the acts incidental to the office of Treasurer, subject to the control of the Board of Directors.

     Section 5.10.Controller.The Controller shall be under the direct supervision of the Chief Financial Officer of the Corporation. The Controller shall have such further powers and duties as may be conferred upon him or her from time to time by the President or the Board of Directors.

     Section 5.11.Assistant Treasurer.The Assistant Treasurers, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform such other duties as the Board of Directors may from time to time prescribe.

     Section 5.12.Chief Compliance Officer.The Chief Compliance Officer shall function as described in Rule 38a-1 under the Investment Company Act of 1940, as amended.

     Section 5.13.Surety Bonds.The Board of Directors may require any officer or agent of the Corporation to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940, as amended) to the Corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his or her duties to the Corporation, including responsibility for negligence and for the accounting of any of the Corporation's property, funds or securities that may come into his or her hands.

Article VI

Fundamental Policies and Investment Restrictions

Each class of the Corporation's common stock shall be subject to two different types of limitations on the investments which may be made with the assets of that class. The first type of limitation, referred to hereinafter as "Fundamental Policies," may not be changed without approval of the lesser of (a) 67% or more of the shares of that class present at a meeting if the holders of more than 50% of the outstanding shares of that class are present or represented by proxy, or (b) more than 50% of the outstanding shares of that class of stock. The second type of limitation, referred to hereinafter as "Investment Restrictions, "may be changed by the Board of Directors without shareholder approval or prior notification. The Fundamental Policies and Investment Restrictions which apply to each class of the Corporation's common stock shall be set forth in the Prospectus or the Statement of Additional Information for such class of common stock.

Article VII
Stock

     Section 7.01.Certificates.The Board of Directors may authorize the Corporation to issue some or all of the shares of any class or series of its stock without certificates. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the General Corporation Law and shall be signed by the officers of the corporation in the manner permitted by the General Corporation Law. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the General Corporation Law, the Corporation shall provide to record holders of such shares a written statement of the information required by the General Corporation Law to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates. If shares of a class or series of stock are authorized by the Board of Directors to be issued without certificates, no stockholder shall be entitled to a certificate or certificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined by the Board of Directors and then only upon written request by such stockholder to the Secretary of the Corporation.

     For any shares issued without certificates, the Corporation or a transfer agent of the Corporation may either issue receipts therefor or may keep accounts upon the books of the corporation for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of such shares as if they had received certificates therefor.

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

     Section 7.02.Signature.Where a certificate is signed (1) by a transfer agent or an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be a facsimile. In case any officer who has signed any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue.

     Section 7.03.Recording and Transfer Without Certificates.Notwithstanding the foregoing provisions of this Article VII, the Corporation shall have full power to participate in any program approved by the Board of Directors providing for the recording and transfer of ownership of shares of the Corporation's stock by electronic or other means without the issuance of certificates.

     Section 7.04.Lost Certificates.The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and to give the Corporation a bond

with sufficient surety to the Corporation to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.

     Section 7.05.Transfer of Capital Stock.Transfers of shares of the stock of the Corporation shall be made on the books of the Corporation by the holder of record thereof (in person or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the Corporation) (a) if a certificate or certificates have been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares, or (b) as otherwise prescribed by the Board of Directors. Every certificate exchanged, surrendered for redemption or otherwise returned to the Corporation shall be marked "cancelled" with the date of cancellation. Upon the transfer of any uncertificated shares, to the extent then required by the General Corporation Law, the Corporation shall provide to the record holders of such shares a written statement of the information required by the General Corporation Law to be included on stock certificates.

     Section 7.06.Registered Stockholders.The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland.

     Section 7.07.Transfer Agents and Registrars.The Board of Directors may, from time to time, appoint or remove transfer agents and/or registrars of transfers of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing shares of stock thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers 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 7.08.Stock Ledger.The Corporation shall maintain an original stock ledger containing the names and addresses of all stockholders and the number and class of shares held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

     Section 7.09.Transfer Regulations.The shares of stock of the Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to the method of transfer of the shares of stock of the Corporation.

     Section 7.10.Fixing of Record Date.The Board of Directors may fix in advance a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date in any case shall not be more than ninety days, and in the case of a meeting of stockholders, shall not be less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing the record date, the Board of Directors may provide that the stock transfer books of the Corporation shall be closed for a stated period not to exceed twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of a vote at a meeting of stockholders, such books shall be closed for at

least ten days immediately preceding such meeting. A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.

Article VIII
General Provisions

     Section 8.01.Rights in Securities.The Board of Directors, on behalf of the Corporation, shall have the authority to exercise all of the rights of the Corporation as owner of any securities which might be exercised by any individual owning such securities in his or her own right; including, but not limited to, the rights to vote by proxy for any and all purposes, to consent to the reorganization, merger or consolidation of any issuer or to consent to the sale, lease or mortgage of all or substantially all of the property and assets of any issuer; and to exchange any of the shares of stock of the issuer for the shares of stock issued therefor upon any such reorganization, merger, consolidation, sale, lease or mortgage. The Board of Directors shall have the right to authorize any officer of the investment adviser to execute proxies and the right to delegate the authority granted by this Section 8.01 to any officer of the Corporation.

     Section 8.02.Custodianship.All cash and securities owned by the Corporation from time to time shall be deposited with and held by a custodian which shall be a bank (as defined in the Investment Company Act of 1940, as amended), upon such terms and conditions as the Board of Directors may in its discretion determine, with such terms and conditions at all times to be in conformity with the applicable provisions of the Investment Company Act of 1940, as amended.

     Section 8.03.Reports.Not less often than semi-annually, the Corporation shall transmit to the stockholders a report of the operations of the Corporation, based at least annually upon an audit by independent public accountants, which report shall clearly set forth, in addition to the information customarily furnished in a balance sheet and profit and loss statement, a statement of all amounts paid to security dealers, legal counsel, transfer agent, disbursing agent, registrar or custodian or trustee, where such payments are made to a firm, Corporation, bank or trust company, having a partner, officer or director who is also an officer or director of the Corporation. A copy, or copies, of all reports submitted to the stockholders or the Corporation shall also be sent, as required, to the regulatory agencies of the United States and of the states in which the securities of the Corporation are registered and sold.

     Section 8.04.Seal.The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Maryland." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise used. Any officer or director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same.

     Section 8.05.Execution of Instruments.All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Corporation shall be signed by the Chairman or the President or a Vice President and by the Treasurer or Secretary or an Assistant Treasurer or an Assistant Secretary, or as the Board of Directors may otherwise, from time to time, authorize. Any such authorization may be general or confined to specific instances. Except as otherwise authorized by the Board of Directors, all requisitions or orders for the assignment of securities standing in the name of the custodian or its nominee, or for the execution of powers to transfer the same, shall be signed in the name of the Corporation by the Chairman or the President or a Vice President and by the Secretary, Treasurer or an Assistant Secretary.

     Section 8.06.Checks, Notes, Drafts, Etc.So long as the Corporation shall employ a custodian to keep custody of the cash and securities of the corporation, all checks and drafts for the payment of money by the Corporation may be signed in the name of the Corporation by the custodian. Except as otherwise authorized by the Board of Directors, all requisitions or orders for the assignment of securities standing in the name of the custodian or its nominee, or for the execution of powers to transfer the same, shall be signed in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Promissory notes, checks or drafts payable to the Corporation may be endorsed only to the order of the custodian or its nominee and only by the Treasurer or President or a Vice President or by such other person or persons as shall be authorized by the Board of Directors.

Article IX

Redemption and Repurchase of the Corporation's Shares

     Section 9.01.Redemption of Shares.All shares of all classes of the common stock of the Corporation now or hereafter authorized shall be "subject to redemption" and "redeemable" in the sense used in the laws of Maryland authorizing the formation of Corporations, at the redemption or purchase price for any such shares, determined in the manner provided in the Articles of Incorporation or in any amendment thereto; provided, however, that the Corporation shall have the right, at its option, to refuse to redeem the shares of stock at less than the par value thereof. Redeemed shares may be resold by the Corporation.

     The Corporation shall redeem shares of any class of its common stock, subject to the conditions, and at the price determined as hereinafter set forth, upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Board of Directors may determine) at such office or agency as may be designated from time to time for that purpose by the Board of Directors.

Any such application must be accompanied by any certificate or certificates which may have been issued for such shares, duly endorsed or accompanied by a proper instrument of transfer.

     Section 9.02.Price.Such shares shall be redeemed at their net asset value determined as provided in Article X hereof as of such time as the Board of Directors shall have prescribed by resolution. In the absence of such resolution, the redemption price of shares shall be the net asset value of such shares next determined as provided in Article X hereof after receipt of such application (including any certificate or certificates which may have been issued therefor, if any, duly endorsed or accompanied by a proper instrument of transfer).

     Section 9.03.Payment.Payment for such shares shall be made in cash to the stockholder of record within seven (7) days after the date upon which the application (including any certificate or certificates which may have been issued therefor, duly endorsed or accompanied by a proper instrument of transfer) is received, subject to the provisions of Section 9.04 hereof and the provisions of Articles of Incorporation.

     Section 9.04.Effect of Suspension of Determination of Net Asset Value.If, pursuant to Section 10.03 hereof, the Board of directors shall declare a suspension of the determination of net asset value, the rights of stockholders (including those who shall have applied for redemption pursuant to Section 9.01 hereof but who shall not yet have received payment) to have shares redeemed and paid for by the Corporation shall be suspended until the termination of such suspension is declared. Any stockholder who shall have his or her redemption right so suspended may during the period of such suspension, by appropriate written notice of revocation at the office or agency where application was made, revoke any application for redemption not honored and withdraw any certificates on deposit. The redemption price of

shares for which redemption applications have not been revoked shall be the net asset value of such shares next determined as provided in Article X after the termination of such suspension, and payment shall be made within seven (7) days after the date upon which the application was made plus the period after such application during which the determination of net asset value was suspended.

     Section 9.05.Repurchase by Agreement.The Corporation may repurchase shares of any class of common stock of the Corporation directly, or through its distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the net asset value per share determined pursuant to Article X hereof.

     Section 9.06.Redemption of Stockholders' Interests.The Corporation shall have the right to redeem shares of any stockholder for their then current net asset value per share as provided in the Articles of Incorporation.

Article X
Net Asset Value of Shares

     Section 10.01.By Whom Determined.The Board of Directors shall have the power and duty to determine from time to time the net asset value per share of the outstanding shares of each class of common stock of the Corporation. It may delegate such power and duty to any one or more of the directors and officers of the Corporation, to the investment adviser, custodian or depository of the Corporation's assets, or to another agent of the Corporation appointed for such purpose. Any determination made pursuant to this Section by the Board of Directors or its delegate shall be binding on all parties concerned.

     Section 10.02.When Determined.The net asset value shall be determined at such time as the Board of Directors shall prescribe by resolution, provided that such net asset value shall be determined at least once each week. In the absence of a resolution of the Board of Directors, the net asset value shall be determined at the close of the New York Stock Exchange on each business day that the Exchange is open for trading.

     Section 10.03.Suspension of Determination of Net Asset Value.The Board of Directors may declare a suspension of the determination of net asset value for the whole or any part of any period (a) during which the New York Stock Exchange is closed other than customary week-end and holiday closings, (b) during which trading on the New York Stock Exchange is restricted, (c) during which an emergency exists as a result of which disposal by the Corporation of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Corporation fairly to determine the value of its net assets or (d) during which a governmental body having jurisdiction over the Corporation may by order permit for the protection of the stockholders of Corporation. Such suspension shall take effect at such time as the Board of Directors shall specify and thereafter there shall be no determination of net asset value until the Board of Directors shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which (a) the condition giving rise to the suspension shall have ceased to exist, and (b) no other conditions exists under which suspension is authorized under this Section 10.03. Each declaration by the Board of Directors pursuant to this Section 10.03 shall be consistent with such official rules and regulations, if any, relating to the subject matter thereof as shall have been promulgated by the Securities and Exchange Commission or any other governmental body having jurisdiction over the Corporation and as shall be in effect at the time. To the extent not inconsistent with such official rules and regulations, the determination of the Board of Directors shall be conclusive.

Section 10.04.Computation of Per Share Net Asset Value.

     (a)Net Asset Value Per Share.The net asset value of each share of a class of common stock as of any particular time shall be the quotient obtained by dividing the value of the net assets of such class by the total number of shares of such class outstanding.

     (b)Value of the Net Assets of a Class.The value of the net assets of a class of common stock as of any particular time shall be the value of the assets belonging to such class less the liabilities belonging to such class, determined and computed as follows:

     (i)Assets Belonging to a Class.The assets belonging to a class of common stock shall be deemed to include the following items to the extent they belong to or are attributed to, in whole or in part, such class: (A) all cash on hand or on deposit, including any interest accrued thereon, (B) all bills and demand notes and accounts receivable, (C) all securities owned or contracted for by the Corporation, (D) all stock and cash dividends and cash distributions payable to but not yet received by that class (or by the Corporation on behalf of that class) (when the valuation of the underlying security is being determined ex-dividend), (E) all interest accrued on any interest- bearing securities owned by that class (or by the Corporation on behalf of that class) (except accrued interest included in the valuation of the underlying security), (F) all repurchase agreements and (G) all other property of every kind and nature, including prepaid expenses.

     (ii)Valuation of Assets.The value of such assets is to be determined in accordance with such valuation procedures as shall be approved from time to time by the Board of Directors.

     (iii)Liabilities Belonging to a Class.The liabilities belonging to a class of common stock shall not be deemed to include outstanding shares and surplus. They shall be deemed to include the following items to the extent they belong to or are attributed to, in whole or in part, that class: (A) all bills and accounts payable, (B) all expenses accrued, (C) all contractual obligations for the payment of money or property, including the amount of any unpaid dividends upon the shares of that class declared to shareholders of record at or before the time as of which the net asset value is being determined, (D) all reserves authorized or approved by the Board of Directors for taxes or contingencies and (E) all other liabilities of whatsoever kind and nature.

     (c)Other Methods of Valuation.The Board of Directors is empowered to establish other methods for determining such asset value whenever, because of extraordinary or emergency conditions, such other methods are deemed by it to be necessary, or at any time in order to enable the Corporation to comply with any provision of the Investment Company Act of 1940, as amended, including Section 22 thereof.

     Section 10.05.Interim Determinations.Any determination of net asset value other than as of the close of trading on the New York Stock Exchange may be made either by appraisal or by calculation or estimate. Any such calculation or estimate shall be based on changes in the market value of representative or selected securities or on recognized market averages since the last closing appraisal and made in a manner which, in the opinion of the Board of Directors or its delegate, will fairly reflect the changes in the net asset value.

Section 10.06.Miscellaneous.For the purposes of this Article X:

     (a) Shares of any class of common stock of the Corporation sold shall be deemed to be outstanding as of the time at or after an unconditional order therefor has been received by the Corporation (directly or through one of its agents) and the sale price in currency has been determined. The net sale price of shares of a class of stock sold by the Corporation (less commission, if any, and less any stamp or other tax payable by the Corporation in connection with the issue and sale thereof) shall be thereupon deemed to be an asset of that class of stock of the Corporation.

     (b) Shares of any class of stock of the Corporation for which an application for redemption has been made or which are subject to repurchase by the Corporation shall be deemed to be outstanding up to and including the time as of which the redemption or repurchase price is determined. After such time, they shall be deemed to be no longer outstanding and the price until paid shall be deemed to be a liability of that class of stock.

     (c) Funds on deposit and contractual obligations payable to the Corporation or a class of stock of the Corporation in foreign currency and liabilities and contractual obligations payable by the Corporation or a class of stock of the Corporation in foreign currency shall be converted to U.S. dollars using the same method as is used in converting foreign currencies to U.S. dollars in valuing foreign securities for purposes of computing the net asset value of shares of the classes of the Corporation's common stock.

Article XI
Accountant

Section 11.01.Accountant.

     (a) The Corporation shall employ an independent public accountant or firm of independent public accountants as its accountant to examine the accounts of the Corporation and to sign and certify financial statements filed by the Corporation. The accountant's certificates and reports shall be addressed both to the Board of Directors and to the stockholders.

     (b) A majority of the members of the Board of Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940, as amended) of the Corporation shall select the accountant at any meeting held within 30 days before or 90 days after the beginning of the fiscal year of the Corporation or before the annual stockholders' meeting in that year. If required by the Investment Company Act of 1940, as amended, and the rules thereunder, such selection shall be submitted for ratification or rejection at the next succeeding annual stockholder's meeting if such meeting be held. If such meeting shall reject such selection, the accountant shall be selected by majority vote of the Corporation's outstanding voting securities, either at the meeting at which the rejection occurred or at a subsequent meeting of stockholders called for the purpose.

     (c) Any vacancy occurring between annual meetings, due to the death or resignation of the accountant, may be filled by a majority of the members of the Board of Directors who are not such interested persons.

Article XII
Indemnification and Insurance

     Section 12.01.Indemnification of Directors and Officers.The Corporation shall indemnify its directors to the fullest extent that indemnification of directors is permitted by the law. The Corporation

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

     Section 12.02.Advances.Any current or former director or officer of the Corporation seeking indemnification within the scope of this Article shall be entitled to advances from the Corporation for payment of the reasonable expenses incurred by him or her in connection with the matter as to which he or she is seeking indemnification in the manner and to the fullest extent permissible under the General Corporation Law. The person seeking indemnification shall provide to the Corporation a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the person seeking indemnification shall provide a security in form and amount acceptable to the Corporation for his or her undertaking; (b) the Corporation is insured against losses arising by reason of the advance; or (c) a majority of a quorum of directors of the Corporation who are neither "interested persons" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the proceeding ("disinterested non-party directors"), or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the corporation at the time the advance is proposed to be made, that there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification.

     Section 12.03.Procedure.At the request of any person claiming indemnification under this Article, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the General Corporation Law, whether the standards required by this Article have been met. Indemnification shall be made only following: (a) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified was not liable by reason of disabling conduct or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct by (i) the vote of a majority of a quorum of disinterested non-party directors or (ii) an independent legal counsel in a written opinion.

     Section 12.04.Indemnification of Employees and Agents.Employees and agents who are not officers or directors of the Corporation may be indemnified, and reasonable expenses may be advanced to such employees or agents, as may be provided by action of the Board of Directors or by contract, subject to any limitations imposed by the Investment Company Act of 1940, as amended.

     Section 12.05.Other Rights.The Board of Directors may make further provision consistent with law for indemnification and advance of expenses to directors, officers, employees and agents by resolution, agreement or otherwise. The indemnification provided by this Article shall not be deemed exclusive of any other right, with respect to indemnification or otherwise, to which those seeking indemnification may be entitled under any insurance or other agreement or resolution of stockholders or disinterested non-party directors or otherwise.

     Section 12.06.Insurance of Officers, Directors, Employees and Agents.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Article XIII
Amendments

     The By-laws of the Corporation may be altered, amended or repealed either by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote in respect thereof and represented in person or by proxy at any annual or special meeting of the stockholders, or by the Board of Directors at any regular or special meeting of the Board of Directors; provided, that the Board of Directors may not alter, amend or repeal this Article XIII and may amend Article VI only in accordance with the terms contained therein, and that the vote of stockholders required for alteration, amendment or repeal of any of such provisions shall be subject to all applicable requirements of federal or state laws or of the Articles of Incorporation.