<SEC-DOCUMENT>0000940394-12-000724.txt : 20120628
<SEC-HEADER>0000940394-12-000724.hdr.sgml : 20120628
<ACCEPTANCE-DATETIME>20120628101125
ACCESSION NUMBER:		0000940394-12-000724
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120430
FILED AS OF DATE:		20120628
DATE AS OF CHANGE:		20120628
EFFECTIVENESS DATE:		20120628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Eaton Vance Tax-Managed Global Diversified Equity Income Fund
		CENTRAL INDEX KEY:			0001379438
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21973
		FILM NUMBER:		12931127

	BUSINESS ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
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<DESCRIPTION>TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND 4.30.12
<TEXT>
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SIGNATURE   BARBARA E. CAMPBELL
TITLE       TREASURER

</TEXT>
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<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>item77q43012.txt
<DESCRIPTION>TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND BY-LAWS
<TEXT>
AMENDED AND RESTATED
BY-LAWS

OF

EATON VANCE TAX-MANAGED GLOBAL
DIVERSIFIED EQUITY INCOME FUND

__________________________

These Amended and Restated By-Laws are made and
adopted as of April 23, 2012 pursuant to Section
2.11 of Article II of the Declaration of Trust of
EATON VANCE TAX-MANAGED GLOBAL
DIVERSIFIED EQUITY INCOME FUND (the
"Trust"), dated October 30, 2006 as from time to
time amended (the "Declaration").  All words and
terms capitalized in these By-Laws shall have the
meaning or meanings set forth such words or terms in
the Declaration.


	ARTICLE I

	The Trustees

SECTION 1.	Number of Trustees.  The number of
Trustees shall be fixed by the Trustees, provided,
however, that such number shall at no time be less
than two or exceed fifteen.


	ARTICLE II

	Officers and Their Election

SECTION 1.	Officers.  The officers of the Trust
shall be a President, a Treasurer, a Secretary, and
such other officers or agents as the Trustees may
from time to time elect.  It shall not be necessary for
any Trustee or other officer to be a holder of shares
in the Trust.

SECTION 2.	Election of Officers.  The Treasurer
and Secretary shall be chosen annually by the
Trustees.  The President shall be chosen annually by
and from the Trustees.  Except for the offices of the
President and Secretary, two or more offices may be
held by a single person.  The officers shall hold
office until their successors are chosen and qualified.

SECTION 3.	Resignations and Removals.  Any
officer of the Trust may resign by filing a written
resignation with the President or with the Trustees or
with the Secretary, which shall take effect on being
so filed or at such time as may otherwise be specified
therein.  The Trustees may at any meeting remove an
officer.


	ARTICLE III

	Powers and Duties of Trustees and Officers

SECTION 1.	Trustees.  The business and affairs of
the Trust shall be managed by the Trustees, and they
shall have all powers necessary and desirable to carry
out that responsibility, so far as such powers are not
inconsistent with the laws of the Commonwealth of
Massachusetts, the Declaration of Trust, or these By-
Laws.

SECTION 2.	Executive and other Committees.  The
Trustees may elect from their own number an
executive committee to consist of not less than three
nor more than five members, which shall have the
power and duty to conduct the current and ordinary
business of the Trust while the Trustees are not in
session, and such other powers and duties as the
Trustees may from time to time delegate to such
committee.  The Trustees may also elect from their
own number other committees from time to time, the
number composing such committees and the powers
conferred upon the same to be determined by the
Trustees.  Without limiting the generality of the
foregoing, the Trustees may appoint a committee
consisting of less than the whole number of Trustees
then in office, which committee may be empowered
to act for and bind the Trustees and the Trust, as if
the acts of such committee were the acts of all the
Trustees then in office, with respect to the institution,
prosecution, dismissal, settlement, review,
investigation or other disposition of any dispute,
claim, action, suit or proceeding which shall be
pending or threatened to be brought before any court,
administrative agency or other adjudicatory body.

SECTION 3.	Chairman of the Trustees.  The
Trustees shall appoint from among their number a
Chairman.  The Chairman shall preside at the
meetings of the Trustees and may call meetings of the
Trustees and of any committee thereof whenever he
deems it necessary or desirable to do so.  The
Chairman may in his discretion preside at any
meeting of the shareholders, and may delegate such
authority to another Trustee or officer of the Trust.
The Chairman shall exercise and perform such
additional powers and duties as from time to time
may be assigned to him by the Trustees, and shall
have the resources and authority appropriate to
discharge the responsibilities of the office.  A Trustee
elected or appointed as Chairman shall not be
considered an officer of the Trust by virtue of such
election or appointment.

SECTION 4.	President.  Subject to such
supervisory powers, if any, as may be given by the
Trustees to the Chairman of the Trustees, the
President shall be the chief executive officer of the
Trust and subject to the control of the Trustees, he
shall have general supervision, direction and control
of the business of the Trust and of its employees and
shall exercise such general powers of management as
are usually vested in the office of President of a
corporation.  In the event that the Chairman does not
preside at a meeting of shareholders or delegate such
power and authority to another Trustee or officer of
the Fund, the President or his designee shall preside
at such meeting.  He shall have the power to employ
attorneys and counsel for the Trust and to employ
such subordinate officers, agents, clerks and
employees as he may find necessary to transact the
business of the Trust.  He shall also have the power
to grant, issue, execute or sign such powers of
attorney, proxies, contracts, agreements or other
documents as may be deemed advisable or necessary
in furtherance of the interests of the Trust.  The
President shall have such other powers and duties as,
from time to time, may be conferred upon or
assigned to him by the Trustees.

SECTION 5.	Treasurer.  The Treasurer shall be the
principal financial and accounting officer of the
Trust.  He shall deliver all funds and securities of the
Trust which may come into his hands to such bank or
trust company as the Trustees shall employ as
custodian in accordance with Article III of the
Declaration of Trust.  He shall make annual reports in
writing of the business conditions of the Trust, which
reports shall be preserved upon its records, and he
shall furnish such other reports regarding the business
and condition as the Trustees may from time to time
require.  The Treasurer shall perform such duties
additional to foregoing as the Trustees may from time
to time designate.

SECTION 6.	Secretary.  The Secretary shall record
in books kept for the purpose all votes and
proceedings of the Trustees and the shareholders at
their respective meetings.  He shall have custody of
the seal, if any, of the Trust and shall perform such
duties additional to the foregoing as the Trustees may
from time to time designate.

SECTION 7.	Other Officers.  Other officers elected
by the Trustees shall perform such duties as the
Trustees may from time to time designate, including
executing or signing such powers of attorney,
proxies, contracts, agreements or other documents as
may be deemed advisable or necessary in furtherance
of the interests of the Trust.

SECTION 8.	Compensation.  The Trustees and
officers of the Trust may receive such reasonable
compensation from the Trust for the performance of
their duties as the Trustees may from time to time
determine.
	ARTICLE IV

	Meetings of Shareholders

SECTION 1.	Meetings.  Meetings of shareholders,
at which the shareholders shall elect Trustees and
transact such other business as may properly come
before the meeting, shall be held annually so long as
required by the American Stock Exchange, New
York Stock Exchange or such other exchange or
trading system on which shares are principally traded.
Meetings of the shareholders (or any class or series)
may be called at any time by the President, and shall
be called by the President or the Secretary at the
request, in writing or by resolution, of a majority of
the Trustees, or at the written request of the holder or
holders of twenty-five percent (25%) or more of the
total number of the then issued and outstanding
shares of the Trust entitled to vote at such meeting.
Any such request shall state the purposes of the
proposed meeting.

SECTION 2.	Place of Meetings.  Meetings of the
shareholders shall be held at the principal place of
business of the Trust in Boston, Massachusetts,
unless a different place within the United States is
designated by the Trustees and stated as specified in
the respective notices or waivers of notice with
respect thereto.

SECTION 3.	Notice of Meetings.  Notice of all
meetings of the shareholders, stating the time, place
and the purposes for which the meetings are called,
shall be given by the Secretary to each shareholder
entitled to vote thereat, and to each shareholder who
under the By-Laws is entitled to such notice, by
delivering (by electronic, telephonic, computerized or
other alternative means as may be approved by
resolutions adopted by the trustees, which
authorization is received not more than six months
before delivery of such notice) or mailing, postage
paid, addressed to such address as it appears upon
the books of the Trust, at least ten days no more than
ninety days before the time fixed for the meeting,
and the person given such notice shall make an
affidavit with respect thereto.  If any shareholder
shall have failed to inform the Trust of his address,
no notice need be sent to him.  No notice need be
given to any shareholder if a written waiver of notice,
executed before or after the meeting by the
shareholder or his attorney thereunto authorized, is
filed with the records of the meeting.

SECTION 4.	Quorum.  Except as otherwise
provided by law, to constitute a quorum for the
transaction of any business at any meeting of
shareholders, there must be present, in person or by
proxy, holders of a majority of the total number of
shares of the then issued and outstanding shares of
the Trust entitled to vote at such meeting; provided
that if a class (or series) of shares is entitled to vote
as a separate class (or series) on any matter, then in
the case of that matter a quorum shall consist of the
holders of a majority of the total number of shares of
the then issued and outstanding shares of that class
(or series) entitled to vote at the meeting.  Shares
owned directly or indirectly by the Trust, if any, shall
not be deemed outstanding for this purpose.

	If a quorum, as above defined, shall not be
present for the purpose of any vote that may properly
come before any meeting of shareholders at the time
and place of any meeting, the shareholders present in
person or by proxy and entitled to vote at such
meeting on such matter holding a majority of the
shares present and entitled to vote on such matter
may by vote adjourn the meeting from time to time to
be held at the same place without further notice than
by announcement to be given at the meeting until a
quorum, as above defined, entitled to vote on such
matter, shall be present, whereupon any such matter
may be voted upon at the meeting as though held
when originally convened.

SECTION 5.	Voting.  At each meeting of the
shareholders every shareholder of the Trust shall be
entitled to one vote in person or by proxy for each of
the then issued and outstanding shares of the Trust
then having voting power in respect of the matter
upon which the vote is to be taken, standing in his
name on the books of the Trust at the time of the
closing of the transfer books for the meeting, or, if
the books be not closed for any meeting, on the
record date fixed as provided in Section 4 of Article
VI of these By-Laws for determining the
shareholders entitled to vote at such meeting, or if the
books be not closed and no record date be fixed, at
the time of the meeting.  The record holder of a
fraction of a share shall be entitled in like manner to
corresponding fraction of a vote.  Notwithstanding
the foregoing, the Trustees may, in connection with
the establishment of any class (or series) of shares or
in proxy materials for any meeting of shareholders or
in other solicitation materials or by vote or other
action duly taken by them, establish conditions under
which the several classes (or series) shall have
separate voting rights or no voting rights.

	All elections of Trustees shall be conducted
in any manner approved at the meeting of the
shareholders at which said election is held, and shall
be by ballot if so requested by any shareholder
entitled to vote thereon.  The persons receiving the
greatest number of votes shall be deemed and
declared elected.  Except as otherwise required by
law or by the Declaration of Trust or by these By-
Laws, all matters shall be decided by a majority of
the votes cast, as hereinabove provided, by persons
entitled to vote thereon.

SECTION 6.	Proxies.  Any shareholder entitled to
vote upon any matter at any meeting of the
shareholders may so vote by proxy, provided that
such proxy to act is authorized to act by (i) a written
instrument, dated not more than six months before
the meeting and executed either by the shareholder or
by his or her duly authorized attorney in fact (who
may be so authorized by a writing or by any non-
written means permitted by the laws of The
Commonwealth of Massachusetts) or (ii) such
electronic, telephonic, computerized or other
alternative means as may be approved by a resolution
adopted by the Trustees, which authorization is
received not more than six months before the initial
session of the meeting.  Proxies shall be delivered to
the Secretary of the Trust or other person responsible
for recording the proceedings before being voted.  A
proxy with respect to shares 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
Trust receives a specific written notice to the contrary
from any one of them.  Unless otherwise specifically
limited by their terms, proxies shall entitle the holder
thereof to vote at any adjournment of a meeting.  A
proxy purporting to be exercised by or on behalf of a
shareholder shall be deemed valid unless challenged
at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger.  At all meetings
of the shareholders, unless the voting is conducted by
inspectors, all questions relating to the qualifications
of voters, the validity of proxies, and the acceptance
or rejection of votes shall be decided by the chairman
of the meeting.
SECTION 7.	Consents.  Any action which may be
taken by shareholders may be taken without a
meeting if a majority of shareholders entitled to vote
on the matter (or such larger proportion thereof as
shall be required by law, the Declaration or these By-
Laws for approval of such matter) consent to the
action in writing and the written consents are filed
with the records of the meetings of shareholders.
Such consents shall be treated for all purposes as a
vote taken at a meeting of shareholders.



SECTION 8.	Notice of Shareholder Business and
Nominations

	(A) Annual Meetings of Shareholders.  (1)
Nominations of persons for election of the Board of
Trustees and the proposal of business to be
considered by the shareholders may be made at an
annual meeting of shareholders (a) pursuant to the
notice of meeting described in Section 3 of this
Article of these By-Laws; (b) by or at the direction of
the Board of Trustees; or  (c) by any shareholder of
the Trust who was a shareholder of record at the time
of giving of notice provided for in Section 3 of this
Article of these By-Laws, who is entitled to vote at
the meeting and who complied with the notice
provisions set forth in this Section 8.

		(2)  For nominations or other business
properly to be brought before an annual meeting by a
shareholder pursuant to clause (c) of paragraph
(A)(1) of this Section 8, the shareholder must have
given timely notice thereof in writing to the Secretary
of the Trust and such other business must be a proper
matter for shareholder action.  To be timely, a
shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the
Trust not later than the close of business on the
ninetieth day nor earlier than the close of business on
the one hundred-twentieth day prior to the first
anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of
the annual meeting is more than thirty days before or
more than sixty days after such anniversary date,
notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the
later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public
announcement of the date of such meeting is first
made.  In no event, shall the public announcement of
an adjournment of an annual meeting commence a
new time period for the giving of a shareholder's
notice as described above.  Such shareholder's notice
shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or
reelection as a Trustee all information relating to such
person that is required to be disclosed in solicitations
of proxies for election of trustees/directors in an
election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy
statement as a nominee and to serving as a Trustee if
elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a
brief description of the business desired to be
brought before the meeting, the reasons for
conducting such business at the meeting and any
material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the
name and address of such shareholder, as they
appear on the Trust's books, and of such beneficial
owner and (ii) the class/series and number of shares
of the Trust which are owned beneficially and of
record by such shareholder and such beneficial
owner.

		(3)  Notwithstanding anything in the
second sentence of paragraph (A)(2) of this Section 8
to the contrary, in the event that the number of
Trustees to be elected to the Board of Trustees is
increased and there is no public announcement
naming all of the nominees for Trustee or specifying
the size of the increased Board of Trustees made by
the Trust at least one hundred days prior to the first
anniversary of the preceding year's annual meeting, a
shareholder's notice required by this Section 8 shall
also be considered timely, but only with respect to
nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Trust not later than
the close of business on the tenth day following the
day on which such public announcement is first
made by the Trust.



	(B)  Special Meetings of Shareholders.  Only
such business shall be conducted by a special
meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of
meeting.  Nominations of persons for election to the
Board of Trustees may be made at a special meeting
of shareholders at which Trustees are to be elected
pursuant to the Trust's notice of meeting (1) by or at
the direction of the Board of Trustees or (2) by any
shareholder of the Trust who is a shareholder of
record at the time of giving of notice provided for in
this Section 8, who shall be entitled to vote at the
meeting and who complies with the notice procedures
set forth in this Section 8.  In the event the Trust calls
a special meeting of shareholders for the purpose of
electing one or more Trustees to the Board of
Trustees, any such shareholder may nominate a
person or persons (as the case may be), for election
to such position(s) as specified in the Trust's notice
of meeting, if the shareholder's notice required by
paragraph (A)(2) of this Section 8 shall be delivered
to the Secretary at the principal executive offices of
the Trust not earlier than the close of business on the
one hundred-twentieth day prior to such special
meeting and not later than the close of business on
the later of the ninetieth day prior to such special
meeting or the tenth day following the day on which
public announcement is first made of the date of the
special meeting and of the nominees proposed by the
Board of Trustees to be elected at such meeting.  In
no event, shall the public announcement or
adjournment of a special meeting commence a new
time period for the giving of a shareholder's notice as
described above.

	(C)  General.  (1) Only such persons who are
nominated in accordance with the procedures set
forth in this Section 8 shall be eligible to serve as
Trustees and only such business shall be conducted
at a meeting of shareholders as shall have been
brought before the meeting in accordance with the
procedures set forth in this Section 8.  Except as
otherwise provided by law, the Declaration of Trust
or these By-Laws, the Chairman (or such other
officer presiding at the meeting) shall have the power
and duty to determine whether a nomination or any
business proposed to be brought before the meeting
was made, or proposed, as the case may be, in
accordance with the procedures set forth in this
Section 8 and, if any proposed nomination or
business is not in compliance with this Section 8, to
declare that such defective proposal or nomination
shall be disregarded.

		(2)  For purposes of this Section 8,
"public announcement" shall mean disclosure in a
press release reported by the Dow Jones News
Service, Associated Press or comparable national
news service or in a document publicly filed by the
Trust with the Securities and Exchange Commission
(the "Commission") pursuant to Section 13, 14 or
15(d) of the Exchange Act.

		(3)  Notwithstanding the foregoing
provisions of this Section 8, a shareholder shall also
comply with all applicable requirements of the
Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
Section 8.  Nothing in this Section 8 shall be deemed
to affect any rights of (a) shareholders to request
inclusion of proposals in the Trust's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (b)
the holders of any class of preferred shares of
beneficial interest to elect Trustees under specified
circumstances.


ARTICLE V

	Trustees Meetings

SECTION 1.	Meetings.  The Trustees may in their
discretion provide for regular or stated meetings of
the Trustees.  Meetings of the Trustees other than
regular or stated meetings shall be held whenever
called by the Chairman, President or by any other
Trustee at the time being in office.  Any or all of the
Trustees may participate in a meeting by means of a
conference telephone 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 2.	Notices.  Notice of regular or stated
meetings need not be given.  Notice of the time and
place of each meeting other than regular or stated
meeting shall be given by the Secretary or by the
Trustee calling the meeting and shall be mailed to
each Trustee at least two days before the meeting, or
shall be telegraphed, cabled, or wirelessed to each
Trustee at his business address or personally
delivered to him at least one day before the meeting.
Such notice may, however, be waived by all the
Trustees.  Notice of a meeting need not be given to
any Trustee if a written waiver of notice, executed by
him before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him.  A notice
or waiver of notice need not specify the purpose of
any special meeting.

SECTION 3.	Consents.  Any action required or
permitted to be taken at any meeting of the Trustees
may be taken by the Trustees without a meeting if a
written consent thereto is signed by a majority of the
Trustees and filed with the records of the Trustees'
meetings. A Trustee may deliver his consent to the
Trust by facsimile machine or other electronic
communication equipment. Such consent shall be
treated as a vote at a meeting for all purposes.

SECTION 4.	Place of Meetings.  The Trustees may
hold their meetings within or without The
Commonwealth of Massachusetts.

SECTION 5.	Quorum and Manner of Acting.  A
majority of the Trustees in office shall be present in
person at any regular stated or special meeting of the
Trustees in order to constitute a quorum for the
transaction of business at such meeting and (except
as otherwise required by the Declaration of Trust, by
these By-Laws or by statute) the act of a majority of
the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees.  In
the event that action is to be taken with respect to the
death, declination, resignation, retirement, removal or
incapacity of one or more Trustees, a quorum for the
transaction of such business and any other business
conducted at such meeting and (except as otherwise
required by the Declaration of Trust, by these By-
Laws or by statute) shall be a majority of the
remaining Trustees then in office.  In the absence of
quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum
shall be present.  Notice of any adjourned meeting
need not be given.


ARTICLE VI

	Shares of Beneficial Interest

SECTION 1.	Certificates for Shares of Beneficial
Interest.  Certificates for shares of beneficial interest
of any class of shares of the Trust, if issued, shall be
in such form as shall be approved by the Trustees.
They shall be signed by, or in the name of, the Trust
by the President and by the Treasurer and may, but
need not be, sealed with seal of the Trust; provided,
however, that where such certificate is signed by a
transfer agent or a transfer clerk acting on behalf of
the Trust or a registrar other than a Trustee, officer or
employee of the Trust, the signature of the President
or Treasurer and the seal may be facsimile.  In case
any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have
been used on any such certificate or certificates, shall
cease to be such officer or officers of the Trust
whether because of death, resignation or otherwise,
before such certificate or certificates shall have been
delivered by the Trust, such certificate or certificates
may nevertheless be adopted by the Trust and be
issued and delivered as though the person or persons
who signed such certificate or certificates or whose
facsimile signatures shall have been used thereon had
not ceased to be such officer or officers of the Trust.

SECTION 2.	Transfer of Shares.  Transfers of
shares of beneficial interest of any shares of the
Trust shall be made only on the books of the Trust by
the owner thereof or by his attorney thereunto
authorized by a power of attorney duly executed and
filed with the Secretary or a transfer agent, and only
upon the surrender of any certificate or certificates
for such shares.  The Trust shall not impose any
restrictions upon the transfer of the shares of the
Trust, but this requirement shall not prevent the
charging of customary transfer agent fees.

SECTION 3.	Transfer Agent and Registrar;
Regulations.  The Trust shall, if and whenever the
Trustees shall so determine, maintain one or more
transfer offices or agencies, each in the charge of a
transfer agent designated by the Trustees, where the
shares of beneficial interest of the Trust shall be
directly transferable.  The Trust shall, if and
whenever the Trustees shall so determine, maintain
one or more registry offices, each in the charge of a
registrar designated by the Trustees, where such
shares shall be registered, and no certificate for
shares of the Trust in respect of which a transfer
agent and/or registrar shall have been designated shall
be valid unless countersigned by such transfer agent
and/or registered by such registrar.  The principal
transfer agent may be located within or without the
Commonwealth of Massachusetts and shall have
charge of the stock transfer books, lists and records,
which shall be kept within or without Massachusetts
in an office which shall be deemed to be the stock
transfer office of the Trust.  The Trustees may also
make such additional rules and regulations as it may
deem expedient concerning the issue, transfer and
registration of certificates for shares of the Trust.

SECTION 4.	Closing of Transfer Books and Fixing
Record Date.  The Trustees may fix in advance a
time which shall be not more than seventy-five days
before the date of any meeting of shareholders, or
the date for the payment of any dividend or the
making or any distribution to shareholders or the last
day on which the consent or dissent of shareholders
may be effectively expressed for any purpose, as the
record date for determining the shareholders having
the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such
dividend or distribution or the right to give such
consent or dissent, and in such case only
shareholders of record on such record date shall have
such right, notwithstanding any transfer of shares on
the books of the Trust after the record date.  The
Trustees may, without fixing such record date, close
the transfer books for all or any part of such period
for any of the foregoing purposes.

SECTION 5.	Lost, Destroyed or Mutilated
Certificates.  The holder of any shares of the Trust
shall immediately notify the Trust of any loss,
destruction or mutilation of the certificate therefor,
and the Trustees may, in their discretion, cause a new
certificate or certificates to be issued to him, in case
of mutilation of the certificate, upon the surrender of
the mutilated certificate, or, in case of loss or
destruction of the certificate, upon satisfactory proof
of such loss or destruction and, in any case, if the
Trustees shall so determine, upon the delivery of a
bond in such form and in such sum and with such
surety or sureties as the Trustees may direct, to
indemnify the Trust against any claim that may be
made against it on account of the alleged loss or
destruction of any such certificate.

SECTION 6.	Record Owner of Shares.  The Trust
shall be entitled to treat the person in whose name
any share of the Trust is registered on the books of
the Trust as the owner thereof, and 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.


	ARTICLE VII

	Fiscal Year

SECTION 1.	Fiscal Year.  The fiscal year of the
Trust shall end on such date as the Trustees may,
from time to time, determine.



ARTICLE VIII

	Seal

SECTION 1.	Seal.  The Trustees may adopt a seal
of the Trust which shall be in such form and shall
have such inscription thereon as the Trustees may
from time to time prescribe.


ARTICLE IX

	Inspection of Books

SECTION 1.	Inspection of Books.  The Trustees
shall from time to time determine whether and to
what extent, and at what times and places, and under
what conditions and regulations the accounts and
books of the Trust or any of them shall be open to
the inspection of the shareholders; and no
shareholder shall have any right to inspect any
account or book or document of the Trust except as
conferred by law or authorized by the Trustees or by
resolution of the shareholders.


ARTICLE X

	Principal Custodian and Sub-custodians

SECTION 1.	Principal Custodian.  The following
provisions shall apply to the employment of the
principal Custodian pursuant to the Declaration of
Trust:

	(A)  The Trust may employ the principal
Custodian:

	(1)	To hold securities owned by
the Trust and deliver  the same
upon written order or oral
order, if confirmed in writing,
or by such electro-mechanical
or electronic devices as are
agreed to by the Trust and
such Custodian;

		(2)	To receive and receipt for any
moneys due to the Trust and
deposit the same in its own
banking department or, as the
Trustees may direct, in any
bank, trust company or
banking institution approved
by such Custodian, provided
that all such deposits shall be
subject only to the draft or
order of such Custodian; and

		(3)	To disburse such funds upon
orders or vouchers.

	(B)	The Trust may also employ such
Custodian as its agent:

		(1)	To keep the books and
accounts of the Trust and
furnish clerical and
accounting services; and

		(2)	To compute the net asset
value per share in the manner
approved by the Trust.

	(C)	All of the foregoing services shall be
performed upon such basis of
compensation as may be agreed upon
between the Trust and the principal
Custodian.  If so directed by vote of
the holders of a majority of the
outstanding shares of Trust, the
principal Custodian shall deliver and
pay over all property of the Trust held
by it as specified in such vote.

(D)	In case of the resignation, removal or
inability to serve of any such
Custodian, the Trustees shall promptly
appoint another bank or trust
company meeting the requirements of
the Declaration of Trust as successor
principal Custodian.  The agreement
with the principal Custodian shall
provide that the retiring principal
Custodian shall, upon receipt of
notice of such appointment, deliver
the funds and property of the Trust in
its possession to and only to such
successor, and that pending
appointment of a successor principal
Custodian, or a vote of the
shareholders to function without a
principal Custodian, the principal
Custodian shall not deliver funds and
property of the Trust to the Trustees,
but may deliver them to a bank or
trust company doing business in
Boston, Massachusetts, of its own
selection, having an aggregate capital,
surplus and undivided profits, as
shown by its last published report, of
not less than $2,000,000, as the
property of the Trust to be held under
terms similar to those on which they
were held by the retiring principal
Custodian.

SECTION 2.	Sub-Custodian.  The Trust may also
authorize the principal Custodian to employ one or
more sub-custodians from time to time to perform
such of the acts and services of the Custodian and
upon such terms and conditions as may be agreed
upon between the Custodian and sub-custodian.

SECTION 3.	Securities Depositories, etc.  Subject
to such rules, regulations and orders as the
Commission may adopt, the Trust may authorize or
direct the principal Custodian or any sub-custodian to
deposit all or any part of the securities in or with one
or more depositories or clearing agencies or systems
for the central handling of securities or other
book-entry systems approved by the Trust, or in or
with such other persons or systems as may be
permitted by the Commission, or otherwise in
accordance with the Act, pursuant to which all
securities of any particular class or series of any
issuer deposited within the system are treated as
fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be
subject to withdrawal only upon the order of the
Trust or the principal Custodian or the sub-custodian.
The Trust may also authorize the deposit in or with
one or more eligible foreign custodians (or in or with
one or more foreign depositories, clearing agencies or
systems for the central handling of securities) of all
or part of the Trust's foreign assets, securities, cash
and cash equivalents in amounts reasonably
necessary to effect the Trust's foreign investment
transactions, in accordance with such rules,
regulations and orders as the Commission may adopt.


	ARTICLE XI

	Limitation of Liability and Indemnification

SECTION 1.	Limitation of Liability.  Provided they
have exercised reasonable care and have acted under
the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be
responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee
or investment adviser of the Trust, but nothing
contained in the Declaration of Trust or herein shall
protect any Trustee against any liability to which he
would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office.

SECTION 2.	Indemnification of Trustees and
Officers.  Subject to the exceptions and limitations
contained in this section, every person who is, or has
been, a Trustee or officer of the Trust or, at the
Trust's request, serves, or has served, as a  director,
trustee or officer of another organization in which the
Trust has an interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered
Person"), shall be indemnified by the Trust to the
fullest extent permitted by applicable law, as in effect
from time to time ("Applicable Law"), against any
and all liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or
settlement, or as fines and penalties, and counsel
fees, incurred by or for such Covered Person in
connection with the preparation for, defense or
disposition of, any claim,  demand, action, suit,
investigation, inquiry or proceeding of any and every
kind, whether actual or threatened (collectively, a
"Claim"), in which such Covered Person becomes
involved as a party or otherwise by virtue of being or
having been a Covered Person.

No indemnification shall be provided hereunder to a
Covered Person to the extent such indemnification is
prohibited by Applicable Law.  In no event shall the
Trust be obligated to indemnify a Covered Person
against liabilities to the Trust or any shareholder to
which such Covered Person would otherwise be
subject by reason of the willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered
Person's office (collectively, "Disabling Conduct").

The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights to
which any Covered Person may now or hereafter be
entitled and shall inure to the benefit of the heirs,
executors and administrators of such Covered
Person.

To the maximum extent permitted by Applicable
Law, the Trust shall make advances for the payment
of expenses reasonably incurred by or for a Covered
Person in connection with any Claim for which the
Covered Person is entitled to indemnification by the
Trust prior to final disposition thereof upon receipt of
an undertaking by or on behalf of the Covered
Person to repay such amount if it is ultimately
determined that such Covered Person is not entitled
to indemnification by the Trust.

The obligation of the Trust to indemnify a Covered
Person and/or make advances for the payment of
expenses incurred by or for such Covered Person
under this section may be made subject to conditions
and procedures as the Trustees determine are
necessary or appropriate to protect the Trust from the
risk that a Covered Person will ultimately be
determined to be not entitled to indemnification
hereunder.  Except as otherwise provided in such
conditions and procedures, the Covered Person shall
be entitled to the benefit of a rebuttable presumption
that the Covered Person has not engaged in Disabling
Conduct and that the Covered Person is entitled to
indemnification hereunder.

Nothing contained in this section shall affect any
rights to indemnification to which any Covered
Person or other person may be entitled by contract or
otherwise under law or prevent the Trust from
entering into any contract to provide indemnification
to any Covered Person or other person. Without
limiting the foregoing, the Trust may, in connection
with the acquisition of assets subject to liabilities or a
merger or consolidation, assume the obligation to
indemnify any person including a Covered Person or
otherwise contract to provide such indemnification,
and such indemnification shall not be subject to the
terms of this section.

SECTION 3.	Indemnification of Shareholders.  In
case any shareholder or former shareholder shall be
held to be personally liable solely by reason of his
being or having been a shareholder and not because
of his acts or omissions or for some other reason, the
shareholder or former shareholder (or his heirs,
executors, administrators or other legal
representatives, or in the case of a corporation or
other entity, its corporate or other general successor)
shall be entitled out of the Trust estate to be held
harmless from and indemnified against all loss and
expense arising from such liability.  The Trust shall,
upon request by the shareholder, assume the defense
of any claim made against any shareholder for any
act or obligation of the Trust and satisfy any
judgment thereon.  A holder of shares of a series
shall be entitled to indemnification hereunder only
out of assets allocated to that series.


	ARTICLE XII

	Report to Shareholders

SECTION 1.	Reports to Shareholders.  The
Trustees shall at least semi-annually transmit by
written, electronic, computerized or other alternative
means to the shareholders a written financial report
of the transactions of the Trust including financial
statements which shall at least annually be certified
by independent public accountants.


ARTICLE XIII

	Amendments

SECTION 1.	Amendments.  These By-Laws may
be amended at any meeting of the Trustees by a vote
of a majority of the Trustees then in office; provided,
however, that any provision of Article XI may be
amended only by a two-thirds vote.



Dated:  April 23, 2012


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