<SEC-DOCUMENT>0000940394-12-000759.txt : 20120628
<SEC-HEADER>0000940394-12-000759.hdr.sgml : 20120628
<ACCEPTANCE-DATETIME>20120628141833
ACCESSION NUMBER:		0000940394-12-000759
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 Diversified Equity Income Fund
		CENTRAL INDEX KEY:			0001340736
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21832
		FILM NUMBER:		12932174

	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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Dividend Income Fund
		DATE OF NAME CHANGE:	20051110

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Income Opportunities Fund
		DATE OF NAME CHANGE:	20051005
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>tmdei43012.fill.fil
<DESCRIPTION>TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND NSAR ANSWERS
<TEXT>
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SIGNATURE   BARBARA CAMPBELL
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>item77q1a43012.txt
<DESCRIPTION>BY-LAWS
<TEXT>
AMENDED AND RESTATED
BY-LAWS

OF

EATON VANCE TAX-MANAGED 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 DIVERSIFIED EQUITY
INCOME FUND (the "Trust"), dated October 5, 2005
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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</DOCUMENT>
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