<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>77q1aeos63012.txt
<DESCRIPTION>OTHER EXHIBITS
<TEXT>
AMENDED AND RESTATED
BY-LAWS

OF

EATON VANCE ENHANCED EQUITY INCOME FUND II

__________________________

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 ENHANCED EQUITY
INCOME FUND II (the "Trust"), dated November 8, 2004 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 person presiding as chairman 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 willful 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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