-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 EKOzENc0l9XVF8GAdbHQuBiuvoymUaPcBMhkwYTJGhUopPu5DJjP9Z2K1oIeZD4V
 Nv8XuVYop30SL+xlzKjtRQ==

<SEC-DOCUMENT>0000940400-11-000108.txt : 20110301
<SEC-HEADER>0000940400-11-000108.hdr.sgml : 20110301
<ACCEPTANCE-DATETIME>20110301095455
ACCESSION NUMBER:		0000940400-11-000108
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20101231
FILED AS OF DATE:		20110301
DATE AS OF CHANGE:		20110301
EFFECTIVENESS DATE:		20110301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GABELLI UTILITY TRUST
		CENTRAL INDEX KEY:			0001080720
		IRS NUMBER:				134046522
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-09243
		FILM NUMBER:		11649373

	BUSINESS ADDRESS:	
		STREET 1:		1 CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580
		BUSINESS PHONE:		9149215083

	MAIL ADDRESS:	
		STREET 1:		1 CORPORATE CENTER
		CITY:			RYE
		STATE:			NY
		ZIP:			10580

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GABELLI UTILITY FUND
		DATE OF NAME CHANGE:	19990225
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>gut.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2010
000 C000000 0001080720
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE GABELLI UTILITY TRUST
001 B000000 811-09243
001 C000000 9149215100
002 A000000 ONE CORPORATE CENTER
002 B000000 RYE
002 C000000 NY
002 D010000 10580
002 D020000 1422
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 GABELLI FUNDS, LLC
008 B000001 A
008 C000001 801-37706
008 D010001 RYE
008 D020001 NY
008 D030001 10580
008 D040001 1422
010 A000001 GABELLI FUNDS, LLC
010 B000001 801-37706
010 C010001 RYE
010 C020001 NY
010 C030001 10580
010 C040001 1422
010 A000002 BNY MELLON INVESTMENT SERVICING (US) INC.
010 B000002 84-01761
010 C010002 WILMINGTON
010 C020002 DE
010 C030002 19809
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 84-05925
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
012 C040001 1011
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 NEW YORK
013 B020001 NY
<PAGE>      PAGE  2
013 B030001 10017
014 A000001 GABELLI & COMPANY, INC.
014 B000001 8-21373
015 A000001 THE BANK OF NEW YORK MELLON
015 B000001 C
015 C010001 EVERETT
015 C020001 MA
015 C030001 02149
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000   31
019 C000000 GABELLIGRP
020 A000001 GABELLI & COMPANY, INC.
020 B000001 13-2885006
020 C000001     26
020 A000002 KNIGHT EQUITY MARKETS, L.P.
020 B000002 22-3660471
020 C000002      1
021  000000       28
022 A000001 BARCLAYS CAPITAL, INC.
022 B000001 06-1031656
022 C000001     18959
022 D000001     16376
022 A000002 RBC CAPITAL MARKETS CORP.
022 B000002 13-5033225
022 C000002       123
022 D000002         0
022 A000003 J.P. MORGAN SECURITIES, INC.
022 B000003 13-3379014
022 C000003         0
022 D000003        13
022 A000004 ROLLS-ROYCE GROUP PLC, CL. C
022 C000004         0
022 D000004        10
022 A000005 MOBILE TELESYSTEMS OJSC
022 C000005         0
022 D000005         4
023 C000000      19082
023 D000000      16403
024  000000 N
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 Y
026 G010000 N
026 G020000 Y
026 H000000 N
027  000000 N
<PAGE>      PAGE  3
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
<PAGE>      PAGE  4
047  000000 Y
048  000000  1.000
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 Y
052  000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 Y
054 B000000 Y
054 C000000 Y
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056  000000 Y
057  000000 N
058 A000000 N
<PAGE>      PAGE  5
059  000000 Y
060 A000000 N
060 B000000 N
061  000000        0
062 A000000 N
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000   0.0
062 Q000000   0.0
062 R000000   0.0
063 A000000   0
063 B000000  0.0
066 A000000 Y
066 B000000 N
066 C000000 N
066 D000000 N
066 E000000 Y
066 F000000 N
066 G000000 N
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
<PAGE>      PAGE  6
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 Y
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 Y
070 R020000 N
071 A000000      2058
071 B000000     20039
071 C000000    207121
071 D000000    1
072 A000000 12
072 B000000        5
072 C000000     7747
072 D000000        0
072 E000000        0
072 F000000     2084
072 G000000        0
072 H000000      134
072 I000000      149
072 J000000       30
072 K000000        0
072 L000000      261
072 M000000       79
072 N000000        0
072 O000000        0
072 P000000        0
072 Q000000       45
072 R000000       57
072 S000000       32
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000      160
072 X000000     3031
072 Y000000       23
072 Z000000     4744
072AA000000        0
<PAGE>      PAGE  7
072BB000000     1968
072CC010000    24924
072CC020000        0
072DD010000     2429
072DD020000        0
072EE000000        0
073 A010000   0.0800
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.6400
074 A000000        3
074 B000000        0
074 C000000     3392
074 D000000      120
074 E000000     2313
074 F000000   213360
074 G000000        0
074 H000000        0
074 I000000      129
074 J000000        0
074 K000000        0
074 L000000      462
074 M000000      128
074 N000000   219907
074 O000000        0
074 P000000      689
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000      375
074 S000000    51332
074 T000000   167511
074 U010000    31432
074 U020000        0
074 V010000     5.33
074 V020000     0.00
074 W000000   0.0000
074 X000000     1820
074 Y000000        0
075 A000000        0
075 B000000   206428
076  000000     6.39
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
<PAGE>      PAGE  8
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
080 A000000 TRAVELERS - ST. PAUL FIRE & MARINE INSURANCE
080 B000000 GREAT AMERICAN INSURANCE CO.
080 C000000    24800
081 A000000 Y
081 B000000  36
082 A000000 N
082 B000000        0
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
085 A000000 Y
085 B000000 N
086 A010000    486
086 A020000   3365
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 COMMON STOCK
087 A020000 36240A101
087 A030000 GUT
087 B010000 5.625% SERIES A CUMULATIVE PREFERRED STOCK
087 B020000 36240A200
087 B030000 GUTPRA
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE   RICHARD RUSSELL
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>gut77q11.txt
<TEXT>
THE GABELLI UTILITY TRUST
Exhibit 1 - 77(Q)1(a)


THE GABELLI UTILITY TRUST


____________________________________________

THIRD AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
____________________________________________


 [___________], 2011



TABLE OF CONTENTS
ARTICLE I

The Trust
1.1.	Name	1
1.2.	Definitions	1
1.3.	Purpose and Powers of Trust	3
ARTICLE II

Trustees
2.1.	Number and Qualification	3
2.2.	Term and Election	3
2.3.	Resignation and Removal	4
2.4.	Vacancies	4
2.5.	Meetings	4
2.6.	Officers	5
ARTICLE III

Powers and Duties of Trustees
3.1.	General	5
3.2.	Investments	6
3.3.	Legal Title	6
3.4.	Issuance and Repurchase of Shares	6
3.5.	Borrow Money or Utilize Leverage	6
3.6.	Collection and Payment	7
3.7.	Expenses	7
3.8.	By-Laws	7
3.9.	Miscellaneous Powers	7
3.10.	Delegation; Committees	8
3.11.	Further Powers	8
ARTICLE IV

Limitations of Liability and Indemnification
4.1.	No Personal Liability of Shareholders, Trustees, etc	8
4.2.	Mandatory Indemnification	9
4.3.	No Duty of Investigation; Notice in Trust Instruments,
etc	10
4.4.	Reliance on Experts, etc	10
ARTICLE V

Shares of Beneficial Interest
5.1.	Beneficial Interest	10
5.2.	Classes and Series	11
5.3.	Issuance of Shares	11
5.4.	Rights of Shareholders	11
5.5.	Trust Only	11
5.6.	Register of Shares	12
5.7.	Transfer Agent and Registrar	12
5.8.	Transfer of Shares	12
5.9.	Notices	12
5.10.	Net Asset Value	13
5.11.	Distributions to Shareholders.	13
ARTICLE VI

Shareholders
6.1.	Meetings of Shareholders	13
6.2.	Voting	14
6.3.	Record Date	14
6.4.	Quorum and Required Vote.	14
6.5.	Proxies, etc	15
6.6.	Reports	15
6.7.	Inspection of Records	15
6.8.	Shareholder Action by Written Consent	15
ARTICLE VII

Duration: Termination of Trust; Amendment; Mergers, Etc.
7.1.	Duration	16
7.2.	Termination.	16
7.3.	Amendment Procedure.	17
7.4.	Merger, Consolidation and Sale of Assets	17
7.5.	Redemption; Conversion	17
7.6.	Certain Transactions	18
ARTICLE VIII

Miscellaneous
8.1.	Filing	20
8.2.	Resident Agent	20
8.3.	Governing Law	20
8.4.	Counterparts	20
8.5.	Reliance by Third Parties	20
8.6.	Provisions in Conflict with Law or Regulation.	21



THE GABELLI UTILITY FUND
THIRD AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST

      THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST made as of the [___] day of [_________] 2011, by the
Trustees hereunder, and by the holders of shares of beneficial
interest issued hereunder as hereinafter provided.
      WHEREAS, the Trustees desire to amend and restate the
Second Amended and Restated Agreement and Declaration of Trust
made as of the 26th day of February 2009 in its entirety pursuant
to its Section 7.3;
      WHEREAS, this Trust has been formed to carry on business as
set forth more particularly hereinafter;
      WHEREAS, this Trust is authorized to issue an unlimited
number of its shares of beneficial interest all in accordance
with the provisions hereinafter set forth;
      WHEREAS, the Trustees have agreed to manage all property
coming into their hands as Trustees of a Delaware business trust
in accordance with the provisions hereinafter set forth; and
      WHEREAS, the parties hereto intend that the Trust created
by its initial Agreement and Declaration of Trust and the
Certificate of Trust filed with the Secretary of State of the
State of Delaware on February 25th, 1999 shall constitute a
business trust under the Delaware Business Trust Statute and
that this Declaration shall constitute the governing instrument
of such business trust.
      NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities, and other assets which they may from
time to time acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust as hereinafter
set forth.
ARTICLE I

The Trust
      1.1.	Name.  This Trust shall be known as the "The Gabelli
Utility Trust" and the Trustees shall conduct the business of
the Trust under that name or any other name or names as they may
from time to time determine.
      1.2.	Definitions.  As used in this Declaration, the
following terms shall have the following meanings:
      The terms "Affiliated Person", "Assignment", "Commission",
"Interested Person" and "Principal Underwriter" shall have the
meanings given them in the 1940 Act.
      "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time by the Trustees.
      "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder.
      "Commission" shall mean the Securities and Exchange
Commission.
      "Declaration" shall mean this Third Amended and Restated
Agreement and Declaration of Trust, as amended or amended and
restated from time to time, including by way of any classifying
or reclassifying Shares of any class or any series of any such
class or determining any designations, powers, preferences,
voting, conversion and other rights, limitations, qualifications
and terms and conditions thereof.
      "Delaware Business Trust Statute" shall mean the provisions
of the Delaware Business Trust Act, 12 Del. C. section 3801, et.
seq., as amended from time to time.
      "Majority Shareholder Vote" shall mean a vote of a majority
of the outstanding voting securities (as such term is defined in
the 1940 Act) of the Trust or the applicable class or classes or
series or series of such voting securities.
      "Person" shall mean and include natural persons,
corporations, partnerships, trusts, limited liability companies,
associations, joint ventures and other entities, whether or not
legal entities, and governments and agencies and political
subdivisions thereof.
      "Prospectus" shall mean the currently effective Prospectus
of the Trust, if any, under the Securities Act of 1933, as
amended.
      "Shareholders" shall mean as of any particular time the
holders of record of outstanding Shares of the Trust at such
time.
      "Shares" shall mean the transferable units of beneficial
interest into which the beneficial interest in the Trust shall
be divided from time to time and includes fractions of Shares as
well as whole Shares.  All references to Shares shall be deemed
to be Shares of any or all or series thereof as the context may
require.
      "Trust" shall mean the trust established by this
Declaration, as amended from time to time, inclusive of each
such amendment.
      "Trustees" shall mean the signatory to this Declaration, so
long as he shall continue in office in accordance with the terms
hereof, and all other persons who at the time in question have
been duly elected or appointed and have qualified as trustees in
accordance with the provisions hereof and are then in office.
      "Trust Property" shall mean as of any particular time any
and all property, real or personal, tangible or intangible,
which at such time is owned or held by or for the account of the
Trust or the Trustees in such capacity.
      The "1933 Act" refers to the Securities Act of 1933 and the
rules and regulations promulgated thereunder and exemptions
therefrom covering the Trust and its affiliated persons, as
amended from time to time.
      The "1940 Act" refers to the Investment Company Act of 1940
and the rules and regulations promulgated thereunder and
exemptions granted therefrom, as amended from time to time.
      1.3.	Purpose and Powers of Trust.  The Trust is established
for the purpose of engaging in any activity not prohibited by
Delaware law and shall have the power to engage in any such
activity and in any activity incidental or related to any such
activity.
ARTICLE II

Trustees
      2.1.	Number and Qualification.  Prior to a public offering
of Shares, there may be a sole Trustee and thereafter the number
of Trustees shall be such number, not less than three or more
than fifteen, as shall be set forth in a written instrument
signed or adopted by a majority of the Trustees then in office.
No reduction in the number of Trustees shall have the effect of
removing any Trustee from office prior to the expiration of his
term.  An individual nominated as a Trustee shall be at least 21
years of age and not older than such age as shall be set forth
in a written instrument signed or adopted by not less than two-
thirds of the Trustees then in office, shall not be under legal
disability and shall meet any additional qualifications as may
be provided for in the By-Laws.  Trustees need not own Shares
and may succeed themselves in office.
      2.2.	Term and Election.  The Board of Trustees shall be
divided into three classes.  Within the limits specified in
Section 2.1, the number of the Trustees in each class shall be
determined by resolution of the Board of Trustees.  The initial
term of office of the first class shall expire on the date of
the first annual meeting of Shareholders or special meeting in
lieu thereof.  The initial term of office of the second class
shall expire on the date of the second annual meeting of
Shareholders or special meeting in lieu thereof.  The initial
term of office of the third class shall expire on the date of
the third annual meeting of Shareholders or special meeting in
lieu thereof.  Upon expiration of the initial term of office of
each class as set forth above and the expiration of each
subsequent term of office of such class, the number of Trustees
in such class, as determined by the Board of Trustees, shall be
elected for a term expiring on the date of the third annual
meeting of Shareholders or special meeting in lieu thereof
following such expiration to succeed the Trustees whose terms of
office expire.  The Trustees shall be elected at an annual
meeting of the Shareholders or special meeting in lieu thereof
called for that purpose, except as provided in Section 2.4 of
this Article, and each Trustee elected shall hold office until
his or her successor shall have been elected and shall have
qualified, except as provided in Section 2.3.
      2.3.	Resignation and Removal.  Any Trustee may resign his
trust (without need for prior or subsequent accounting) by an
instrument in writing signed by him and delivered or mailed to
the Chairman, if any, the President or the Secretary and such
resignation shall be effective upon such delivery, or at a later
date according to the terms of the instrument.  Any Trustee may
be removed (provided the aggregate number of Trustees after such
removal shall not be less than the number required by Section
2.1 hereof) for cause at any time by written instrument, signed
by two-thirds of the remaining Trustees, specifying the date
when such removal shall become effective.  Any Trustee may be
removed (provided the aggregate number of Trustees after such
removal shall not be less than the minimum number required by
Section 2.1 hereof) without cause at any time by a written
instrument, signed or adopted by two-thirds of the remaining
Trustees or by vote of Shares having not less than two-thirds of
the aggregate number of Shares entitled to vote in the election
of such Trustee, specifying the date when such removal shall
become effective.  Upon the resignation or removal of a Trustee,
or such persons otherwise ceasing to be a Trustee, such persons
shall execute and deliver such documents as the remaining
Trustees shall require for the purpose of conveying to the Trust
or the remaining Trustees any Trust Property held in the name of
the resigning or removed Trustee.  Upon the incapacity or death
of any Trustee, such Trustee's legal representative shall
execute and deliver on such Trustee's behalf such documents as
the remaining Trustees shall require as provided in the
preceding sentence.
      2.4.	Vacancies.  The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of the death,
resignation, bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office, or removal, of a
Trustee.  Whenever a vacancy in the Board of Trustees shall
occur, the remaining Trustees may fill such vacancy by
appointing an individual having the qualifications described in
this Article by a written instrument signed or adopted by a
majority of the Trustees then in office or by election by the
Shareholders, or may leave such vacancy unfilled or may reduce
the number of Trustees (provided the aggregate number of
Trustees after such reduction shall not be less than the minimum
number required by Section 2.1 hereof).  Any vacancy created by
an increase in Trustees may be filled by the appointment of an
individual having the qualifications described in this Article
made by a written instrument signed by a majority of the
Trustees then in office or by election by the Shareholders.  No
vacancy shall operate to annul this Declaration or to revoke any
existing agency created pursuant to the terms of this
Declaration.  Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided herein, the
Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the
duties imposed upon the Trustees by this Declaration.
      2.5.	Meetings.  Meetings of the Trustees shall be held from
time to time upon the call of the Chairman, if any, the
President, the Secretary or any two Trustees.  Regular meetings
of the Trustees may be held without call or notice at a time and
place fixed by the By-Laws or by resolution of the Trustees.
Notice of any other meeting shall be mailed or, to the extent
permitted by applicable law, transmitted by electronic mail or
other form of legally permissible electronic transmission not
less than 48 hours before the meeting or otherwise actually
delivered orally or in writing not less than 24 hours before the
meeting, but may be waived in writing by any Trustee either
before or after such meeting.  The attendance of a Trustee at a
meeting shall constitute a waiver of notice of such meeting
except where a Trustee attends a meeting for the express purpose
of objecting to the transaction of any business on the ground
that the meeting has not been lawfully called or convened.  The
Trustees may act with or without a meeting.  A quorum for all
meetings of the Trustees shall be one- third of the Trustees.
Unless provided otherwise in this Declaration of Trust, any
action of the Trustees may be taken at a meeting by vote of a
majority of the Trustees present (a quorum being present) or
without a meeting by written consent of a majority of the
Trustees or such other proportion as shall be specified herein
for action at a meeting at which all Trustees then in office are
present.
      Any committee of the Trustees, including an executive
committee, if any, may act with or without a meeting.  A quorum
for all meetings of any such committee shall be a majority of
the members thereof.  Unless provided otherwise in this
Declaration, any action of any such committee may be taken at a
meeting by vote of a majority of the members present (a quorum
being present) or without a meeting by written consent of a
majority of the members or such other proportion as shall be
specified herein for action at a meeting at which all committee
members are present.
      With respect to actions of the Trustees and any committee
of the Trustees, Trustees who are Interested Persons in any
action to be taken may be counted for quorum purposes under this
Section and shall be entitled to vote to the extent not
prohibited by the 1940 Act.
      All or any one or more Trustees may participate in a
meeting of the Trustees or any committee thereof by means of a
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other; participation in a meeting pursuant to any such
communications system shall constitute presence in person at
such meeting except as otherwise provided by the 1940 Act.
      2.6.	Officers.  The Trustees shall elect a President, a
Secretary and a Treasurer and may elect a Chairman who shall
serve at the pleasure of the Trustees or until their successors
are elected.  The Trustees may elect or appoint or may authorize
the Chairman, if any, or President to appoint such other
officers or agents with such other titles and powers as the
Trustees may deem to be advisable.  A Chairman shall, and the
President, Secretary and Treasurer may, but need not, be a
Trustee.
ARTICLE III

Powers and Duties of Trustees
      3.1.	General.  The Trustees shall owe to the Trust and its
Shareholders the same fiduciary duties as owed by directors of
corporations to such corporations and their stockholders under
the general corporation law of the State of Delaware.  The
Trustees shall have exclusive and absolute control over the
Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust
Property and business in their own right, but with such powers
of delegation as may be permitted by this Declaration.  The
Trustees shall have power to engage in any activity not
prohibited by Delaware law.  The enumeration of any specific
power herein shall not be construed as limiting the aforesaid
power.  The Trustees may perform such acts as in their sole
discretion are proper for conducting the business of the Trust.
The powers of the Trustees may be exercised without order of or
resort to any court.  No Trustee shall be obligated to give any
bond or other security for the performance of any of his duties
or powers hereunder.
      3.2.	Investments.  The Trustees shall have power to:
            (a)	manage, conduct, operate and carry on the
business of an investment company;
            (b)	subscribe for, invest in, reinvest in, purchase
or otherwise acquire, hold, pledge, sell, assign, transfer,
exchange, distribute or otherwise deal in or dispose of any and
all sorts of property, tangible or intangible, including but not
limited to securities of any type whatsoever, whether equity or
non-equity, of any issuer, evidences of indebtedness of any
person and any other rights, interests, instruments or property
of any sort and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all
such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to
exercise any of said rights, powers and privileges in respect of
any of said investments.  The Trustees shall not be limited by
any law limiting the investments which may be made by
fiduciaries.
      3.3.	Legal Title.  Legal title to all the Trust Property
shall be vested in the Trustees as joint tenants except that the
Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the
Trustees, or in the name of the Trust, or in the name of any
other Person as nominee, custodian or pledgee, on such terms as
the Trustees may determine, provided that the interest of the
Trust therein is appropriately protected.
      The right, title and interest of the Trustees in the Trust
Property shall vest automatically in each person who may
hereafter become a Trustee upon his due election and
qualification.  Upon the ceasing of any person to be a Trustee
for any reason, such person shall automatically cease to have
any right, title or interest in any of the Trust Property, and
the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees.
Such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered.
      3.4.	Issuance and Repurchase of Shares.  Subject to the
provisions of this Declaration and applicable law, the Trustees
shall have the power to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer,
and otherwise deal in, Shares, including Shares in fractional
denominations, and to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds or
property whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the State of
Delaware governing business corporations.
      3.5.	Borrow Money or Utilize Leverage.  The Trustees shall
have the power to borrow money or otherwise obtain credit or
utilize leverage in connection with the activities of the Trust
to the maximum extent permitted by law, regulation or order and
to secure the same by mortgaging, pledging or otherwise
subjecting as security the assets of the Trust, including the
lending of portfolio securities, and to endorse, guarantee, or
undertake the performance of any obligation, contract or
engagement of any other person, firm, association or
corporation.
      3.6.	Collection and Payment.  The Trustees shall have power
to collect all property due to the Trust; to pay all claims,
including taxes, against the Trust Property or the Trust, the
Trustees or any officer, employee or agent of the Trust; to
prosecute, defend, compromise or abandon any claims relating to
the Trust Property or the Trust, or the Trustees or any officer,
employee or agent of the Trust; to foreclose any security
interest securing any obligations, by virtue of which any
property is owed to the Trust; and to enter into releases,
agreements and other instruments.  Except to the extent required
for a Delaware business corporation, the Shareholders shall have
no power to vote as to whether or not a court action, legal
proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the
Trust or the Shareholders.
      3.7.	Expenses.  The Trustees shall have power to incur and
pay out of the assets or income of the Trust any expenses which
in the opinion of the Trustees are necessary or appropriate to
carry out any of the purposes of this Declaration, and the
business of the Trust, and to pay reasonable compensation from
the funds of the Trust to themselves as Trustees.  The Trustees
shall fix the compensation of all officers, employees and
Trustees.  The Trustees may pay themselves such compensation for
special services, including legal, underwriting, syndicating and
brokerage services, as they in good faith may deem reasonable
and reimbursement for expenses reasonably incurred by themselves
on behalf of the Trust.  The Trustees shall have the power, as
frequently as they may determine, to cause each Shareholder to
pay directly, in advance or arrears, for charges of
distribution, of the custodian or transfer, shareholder
servicing or similar agent, a pro rata amount as defined from
time to time by the Trustees, by setting off such charges due
from such Shareholder from declared but unpaid dividends or
distributions owed such Shareholder and/or by reducing the
number of shares in the account of such Shareholder by that
number of full and/or fractional Shares which represents the
outstanding amount of such charges due from such Shareholder.
      3.8.	By-Laws.  The Trustees may adopt and from time to time
amend or repeal By-Laws for the conduct of the business of the
Trust.  Such By- Laws shall be binding on the Trust and the
Shareholders unless inconsistent with the provisions of this
Declaration.  The Shareholders shall not have authority to adopt
or amend By-Laws.
      3.9.	Miscellaneous Powers.  The Trustees shall have the
power to:  (a) employ or contract with such Persons as the
Trustees may deem desirable for the transaction of the business
of the Trust, including investment advisors, administrators,
custodians, transfer agents, shareholder services providers,
accountants, counsel, brokers, dealers and others; (b) enter
into joint ventures, partnerships and any other combinations or
associations; (c) purchase, and pay for out of Trust Property,
insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisors, distributors,
selected dealers or independent contractors of the Trust against
all claims arising by reason of holding any such position or by
reason of any action taken or omitted by any such Person in such
capacity, whether or not constituting negligence, or whether or
not the Trust would have the power to indemnify such Person
against such liability; (d) establish pension, profit-sharing,
share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the
Trust; (e) make donations, irrespective of benefit to the Trust,
for charitable, religious, educational, scientific, civic or
similar purposes; (f) to the extent permitted by applicable law,
indemnify any Person with whom the Trust has dealings, including
without limitation any investment adviser, administrator,
manager, transfer agent, custodian, distributor or selected
dealer, or any other person as the Trustees may see fit to such
extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine
and change the fiscal year of the Trust and the method in which
its accounts shall be kept; and (i) adopt a seal for the Trust
but the absence of such seal shall not impair the validity of
any instrument executed on behalf of the Trust.
      3.10.	Delegation; Committees.  The Trustees shall have the
power, consistent with their continuing exclusive authority over
the management of the Trust and the Trust Property, to delegate
from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and
the execution of such instruments either in the name of the
Trust or the names of the Trustees or otherwise as the Trustees
may deem expedient.  The Trustees may designate one or more
committees each of which shall have all or such lesser portion
of the power and authority of the entire Board of Trustees as
the Trustees shall determine from time to time, except to the
extent action by the entire Board of Trustees or particular
Trustees is required by the 1940 Act.
      3.11.	Further Powers.  The Trustees shall have the power to
conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the
United States of America, in the District of Columbia, and in
any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States
of America and of foreign governments, and to do all such other
things and execute all such instruments as they deem necessary,
proper or desirable in order to promote the interests of the
Trust although such things are not herein specifically
mentioned.  Any determination as to what is in the interests of
the Trust made by the Trustees in good faith shall be
conclusive.  In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of power to the
Trustees.
ARTICLE IV

Limitations of Liability
and Indemnification
      4.1.	No Personal Liability of Shareholders, Trustees, etc.
No Shareholder of the Trust shall be subject in such capacity to
any personal liability whatsoever to any Person in connection
with Trust Property or the acts, obligations or affairs of the
Trust.  Shareholders shall have the same limitation of personal
liability as is extended to stockholders of a private
corporation for profit incorporated under the general
corporation law of the State of Delaware.  No Trustee or officer
of the Trust shall be subject in such capacity to any personal
liability whatsoever to any Person, other than the Trust or its
Shareholders, in connection with Trust Property or the affairs
of the Trust, save only liability to the Trust or its
Shareholders arising from bad faith, willful misfeasance, gross
negligence or reckless disregard for his duty to such Person;
and, subject to the foregoing exception, all such Persons shall
look solely to the Trust Property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust.
If any Shareholder, Trustee or officer, as such, of the Trust,
is made a party to any suit or proceeding to enforce any such
liability, subject to the foregoing exception, he shall not, on
account thereof, be held to any personal liability.
      4.2.	Mandatory Indemnification.  (a)The Trust shall indemnify
the Trustees and officers of the Trust (each such person being
an "indemnitee") against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and reasonable counsel fees reasonably
incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or
investigative body in which he may be or may have been involved
as a party or otherwise (other than, except as authorized by the
Trustees, as the plaintiff or complainant) or with which he may
be or may have been threatened, while acting in any capacity set
forth above in this Section 4.2 by reason of his having acted in
any such capacity, except with respect to any matter as to which
he shall not have acted in good faith in the reasonable belief
that his action was in the best interest of the Trust or, in the
case of any criminal proceeding, as to which he shall have had
reasonable cause to believe that the conduct was unlawful,
provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any person or any expense of
such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence (negligence in the case
of Affiliated Indemnitees), or (iv) reckless disregard of the
duties involved in the conduct of his position (the conduct
referred to in such clauses (i) through (iv) being sometimes
referred to herein as "disabling conduct").  Notwithstanding the
foregoing, with respect to any action, suit or other proceeding
voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of
such action, suit or other proceeding by such indemnitee was
authorized by a majority of the Trustees.
            (b)	Notwithstanding the foregoing, no indemnification
shall be made hereunder unless there has been a determination
(1) by a final decision on the merits by a court or other body
of competent jurisdiction before whom the issue of entitlement
to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (2) in the absence of
such a decision, by (i) a majority vote of a quorum of those
Trustees who are neither Interested Persons of the Trust nor
parties to the proceeding ("Disinterested Non-Party Trustees"),
that the indemnitee is entitled to indemnification hereunder, or
(ii) if such quorum is not obtainable or even if obtainable, if
such majority so directs, independent legal counsel in a written
opinion conclude that the indemnitee should be entitled to
indemnification hereunder.  All determinations to make advance
payments in connection with the expense of defending any
proceeding shall be authorized and made in accordance with the
immediately succeeding paragraph (c) below.
            (c)	The Trust shall make advance payments in
connection with the expenses of defending any action with
respect to which indemnification might be sought hereunder if
the Trust receives a written affirmation by the indemnitee of
the indemnitee's good faith belief that the standards of conduct
necessary for indemnification have been met and a written
undertaking to reimburse the Trust unless it is subsequently
determined that he is entitled to such indemnification and if a
majority of the Trustees determine that the applicable standards
of conduct necessary for indemnification appear to have been
met.  In addition, at least one of the following conditions must
be met:  (1) the indemnitee shall provide adequate security for
his undertaking, (2) the Trust shall be insured against losses
arising by reason of any lawful advances, or (3) a majority of a
quorum of the Disinterested Non-Party Trustees, or if a majority
vote of such quorum so direct, independent legal counsel in a
written opinion, shall conclude, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that
there is substantial reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
            (d)	The rights accruing to any indemnitee under these
provisions shall not exclude any other right to which he may be
lawfully entitled.
            (e)	Notwithstanding the foregoing, subject to any
limitations provided by the 1940 Act and this Declaration, the
Trust shall have the power and authority to indemnify Persons
providing services to the Trust to the full extent provided by
law as if the Trust were a corporation organized under the
Delaware General Corporation Law provided that such
indemnification has been approved by a majority of the Trustees.
      4.3.	No Duty of Investigation; Notice in Trust Instruments,
etc.  No purchaser, lender, transfer agent or other person
dealing with the Trustees or with any officer, employee or agent
of the Trust shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for
the application of money or property paid, loaned, or delivered
to or on the order of the Trustees or of said officer, employee
or agent.  Every obligation, contract, undertaking, instrument,
certificate, Share, other security of the Trust, and every other
act or thing whatsoever executed in connection with the Trust
shall be conclusively taken to have been executed or done by the
executors thereof only in their capacity as Trustees under this
Declaration or in their capacity as officers, employees or
agents of the Trust.   The Trustees may maintain insurance for
the protection of the Trust Property, its Shareholders,
Trustees, officers, employees and agents in such amount as the
Trustees shall deem adequate to cover possible liability, and
such other insurance as the Trustees in their sole judgment
shall deem advisable or is required by the 1940 Act.
      4.4.	Reliance on Experts, etc.  Each Trustee and officer or
employee of the Trust shall, in the performance of its duties,
be fully and completely justified and protected with regard to
any act or any failure to act resulting from reliance in good
faith upon the books of account or other records of the Trust,
upon an opinion of counsel, or upon reports made to the Trust by
any of the Trust's officers or employees or by any advisor,
administrator, manager, distributor, selected dealer,
accountant, appraiser or other expert or consultant selected
with reasonable care by the Trustees, officers or employees of
the Trust, regardless of whether such counsel or other person
may also be a Trustee.
ARTICLE V

Shares of Beneficial Interest
      5.1.	Beneficial Interest.  The interest of the
beneficiaries hereunder shall be divided into an unlimited
number of shares of beneficial interest, par value $.001 per
share.  All Shares issued in accordance with the terms hereof,
including, without limitation, Shares issued in connection with
a dividend in Shares or a split of Shares, shall be fully paid
and nonassessable when the consideration determined by the
Trustees (if any) therefor shall have been received by the
Trust.
      5.2.	Classes and Series .  The Trustees shall have the
authority, without the approval of the holders of any Shares of
the Trust, to classify and reclassify issued and unissued Shares
into one or more classes and one or more series of any or all of
such classes, each of which classes and series thereof shall
have such designations, powers, preferences, voting, conversion
and other rights, limitations, qualifications and terms and
conditions as the Trustees shall determine from time to time
with respect to each such class or series; provided, however,
that no reclassification of any issued and outstanding Shares
and no modifications of any of the designations, powers,
preferences, voting, conversion or other rights, limitations,
qualifications and terms and conditions of any issued and
outstanding Shares may be made by the Trustees without the
affirmative vote of the holders of Shares specified in Section
7.3(a) to the extent required thereby.  The initial class of
Shares of the Trust shall be designated as "Common Shares",
subject to redesignation as aforesaid.  To the extent expressly
determined by the Trustees as aforesaid, all consideration
received by the Trust for the issue or sale of Shares of a
class, together with all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange
or liquidation thereof, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to such class subject only to the
rights of the creditors, and all liabilities allocable to such
class shall be charged thereto.
      5.3.	Issuance of Shares.  The Trustees, in their
discretion, may from time to time without vote of the
Shareholders issue Shares of any class or any series of any such
class to such party or parties and for such amount and type of
consideration, including cash or property, at such time or
times, and on such terms as the Trustees may determine, and may
in such manner acquire other assets (including the acquisition
of assets subject to, and in connection with the assumption of,
liabilities) and businesses.  The Trustees may from time to time
divide or combine the Shares of any class or any series of any
such class into a greater or lesser number without thereby
changing the proportionate beneficial interest in such Shares.
Issuances and repurchases of Shares may be made in whole Shares
and/or l/l,000ths of a Share or multiples thereof as the
Trustees may determine.
      5.4.	Rights of Shareholders.  The Shares shall be personal
property giving only the rights in this Declaration specifically
set forth.  The ownership of the Trust Property of every
description and the right to conduct any business herein before
described are vested exclusively in the Trustees, and the
Shareholders shall have no interest therein other than the
beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they
be called upon to share or assume any losses of the Trust or,
subject to the right of the Trustees to charge certain expenses
directly to Shareholders, as provided in the last sentence of
Section 3.7, suffer an assessment of any kind by virtue of their
ownership of Shares.  The Shares shall not entitle the holder to
preference, preemptive, appraisal, conversion or exchange rights
(except as specified in this Section 5.4, in Section 7.4 or as
specified by the Trustees in the designation or redesignation of
any class or series thereof of the Shares).
      5.5.	Trust Only.  It is the intention of the Trustees to
create only the relationship of Trustee and beneficiary between
the Trustees and each Shareholder from time to time.  It is not
the intention of the Trustees to create a general partnership,
limited partnership, joint stock association, corporation,
bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the
Shareholders, either by themselves or with the Trustees,
partners or members of a joint stock association.
      5.6.	Register of Shares.  A register shall be kept at the
Trust or any transfer agent duly appointed by the Trustees under
the direction of the Trustees which shall contain the names and
addresses of the Shareholders and the number of Shares held by
them respectively and a record of all transfers thereof.
Separate registers shall be established and maintained for each
class and each series of each class.  Each such register shall
be conclusive as to who are the holders of the Shares of the
applicable class and series and who shall be entitled to receive
dividends or distributions or otherwise to exercise or enjoy the
rights of Shareholders.  No Shareholder shall be entitled to
receive payment of any dividend or distribution, nor to have
notice given to him as herein provided, until he has given his
address to a transfer agent or such other officer or agent of
the Trustees as shall keep the register for entry thereon.  It
is not contemplated that certificates will be issued for the
Shares; however, the Trustees, in their discretion, may
authorize the issuance of share certificates and promulgate
appropriate fees therefore and rules and regulations as to their
use.
      5.7.	Transfer Agent and Registrar.  The Trustees shall have
power to employ a transfer agent or transfer agents, and a
registrar or registrars, with respect to the Shares.  The
transfer agent or transfer agents may keep the applicable
register and record therein, the original issues and transfers,
if any, of the said Shares.  Any such transfer agent and
registrars shall perform the duties usually performed by
transfer agents and registrars of stock in a corporation, as
modified by the Trustees.
      5.8.	Transfer of Shares.  Shares shall be transferable on
the records of the Trust only by the record holder thereof or by
its agent thereto duly authorized in writing, upon delivery to
the Trustees or a transfer agent of the Trust of a duly executed
instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of
other matters as may reasonably be required.  Upon such delivery
the transfer shall be recorded on the applicable register of the
Trust.  Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes
hereof and neither the Trustees nor any transfer agent or
registrar nor any officer, employee or agent of the Trust shall
be affected by any notice of the proposed transfer.
      Any person becoming entitled to any Shares in consequence
of the death, bankruptcy, or incompetence of any Shareholder, or
otherwise by operation of law, shall be recorded on the
applicable register of Shares as the holder of such Shares upon
production of the proper evidence thereof to the Trustees or a
transfer agent of the Trust, but until such record is made, the
Shareholder of record shall be deemed to be the holder of such
for all purposes hereof, and neither the Trustees nor any
transfer agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy
or incompetence, or other operation of law.
      5.9.	Notices.  Any and all notices to which any Shareholder
hereunder may be entitled and any and all communications to any
Shareholder shall be deemed duly served or given if transmitted
by electronic mail or other form of legally permissible
electronic transmission, or if mailed, postage prepaid,
addressed to any Shareholder of record at his last known address
as recorded on the applicable register of the Trust and may be
sent together with any such notice or other communication to
another Shareholder at the same address. Notice directed to a
Shareholder by electronic mail or other form of legally
permissible electronic transmission shall be transmitted to any
address at which the Shareholder receives electronic mail or
other electronic transmission.
      5.10.	Net Asset Value.  The value of the assets of the
Trust, the amount of liabilities of the Trust and the net asset
value of each outstanding Common Share of the Trust shall be
determined at such time or times on such days as the Trustees
may determine, in accordance with the 1940 Act.  The method of
determination of net asset value shall be determined by the
Trustees.  The power and duty to make net asset value
determinations and calculations may be delegated by the
Trustees.
      5.11.	Distributions to Shareholders.
            (a)	The Trustees shall from time to time distribute
among the Shares such proportion of the net profits, surplus
(including paid-in surplus), capital, or assets held by the
Trustees as they may deem proper or as may otherwise be
determined in the instrument setting forth the terms of such
Shares such class or series of Shares, which need not be ratable
with respect to distributions in respect of Shares of any other
class or series thereof of the Trust.  Such distributions may be
made in cash or property (including without limitation any type
of obligations of the Trust or any assets thereof) or any
combination thereof.
            (b)	Distributions may be made to the Shareholders of
record entitled to such distribution at the time such
distribution is declared or at such later date as shall be
determined by the Trust prior to the date of payment.
            (c)	The Trustees may always retain from any source
such amount as they may deem necessary to pay the debts or
expenses of the Trust or to meet obligations of the Trust, or as
they otherwise may deem desirable to use in the conduct of its
affairs or to retain for future requirements or extensions of
the business of the Trust.
ARTICLE VI

Shareholders
      6.1.	Meetings of Shareholders.  The Trust may, but shall
not be required to, hold annual meetings of the holders of any
class or series of Shares.  An annual or special meeting of
Shareholders may be called at any time only by the Trustees;
provided, however, that if May 31 of any year shall have passed
and the Trustees shall not have called an annual meeting of
Shareholders for such year, the Trustees shall call a meeting
for the purpose of voting on the removal of one or more Trustees
or the termination of any investment advisory agreement, upon
written request of holders of Shares of the Trust having in the
aggregate not less than a majority of the votes of the
outstanding Shares of the Trust entitled to vote on the matter
or matters in question, such request specifying the purpose or
purposes for which such meeting is to be called.  Any meeting of
Shareholders shall be held within or without the State of
Delaware on such day and at such time as the Trustees shall
designate.
      6.2.	Voting.  Shareholders shall have no power to vote on
any matter except matters on which a vote of Shares is required
by applicable law, this Declaration or resolution of the
Trustees.  Any matter required to be submitted for approval of
any of the Shares and affecting one or more classes or series
shall require approval by the required vote of Shares of the
affected class or classes and series voting together as a single
class and, if such matter affects one or more classes or series
thereof differently from one or more other classes or series
thereof or from one or more series of the same class, approval
by the required vote of Shares of such other class or classes or
series or series voting as a separate class shall be required in
order to be approved with respect to such other class or classes
or series or series; provided, however, that except to the
extent required by the 1940 Act, there shall be no separate
class votes on the election or removal of Trustees or the
selection of auditors for the Trust.  Shareholders of a
particular class or series thereof shall not be entitled to vote
on any matter that affects the rights or interests of only one
or more other classes or series of such other class or classes
or only one or more other series of the same class.  There shall
be no cumulative voting in the election or removal of Trustees.
      6.3.	Record Date.  For the purposes of determining the
Shareholders who are entitled to notice of and to vote at any
meeting the Trustees may, without closing the transfer books,
fix a date not more than 100 days prior to the date of such
meeting of Shareholders as a record date for the determination
of the Persons to be treated as Shareholders of record for such
purposes. Notice directed to a Shareholder by electronic mail or
other form of legally permissible electronic transmission may be
transmitted to any address at which the Shareholder receives
electronic mail or other electronic transmission.
      6.4.	Quorum and Required Vote.
            (a)	The holders of one-third of the outstanding
Shares of the Trust on the record date present in person or by
proxy shall constitute a quorum at any meeting of the
Shareholders for purposes of conducting business on which a vote
of all Shareholders of the Trust is being taken.  The holders of
one-third of the outstanding Shares of a class or classes on the
record date present in person or by proxy shall constitute a
quorum at any meeting of the Shareholders of such class or
classes for purposes of conducting business on which a vote of
Shareholders of such class or classes is being taken.  The
holders of one-third of the outstanding Shares of a series or
series on the record date present in person or by proxy shall
constitute a quorum at any meeting of the Shareholders of such
series or series for purposes of conducting business on which a
vote of Shareholders of such series or series is being taken.
Shares underlying a proxy as to which a broker or other
intermediary states its absence of authority to vote with
respect to one or more matters shall be treated as present for
purposes of establishing a quorum for taking action on any such
matter only to the extent so determined by the Trustees at or
prior to the meeting of Shareholders at which such matter is to
be considered.
            (b)	Subject to any provision of applicable law, this
Declaration or resolution of the Trustees specifying or
requiring a greater or lesser vote requirement for the
transaction of any matter of business at any meeting of
Shareholders, (i) the affirmative vote of a plurality of the
Shares entitled to vote for the election of any Trustee or
Trustees shall be the act of such Shareholders with respect to
the election of such Trustee or Trustees, (ii) the affirmative
vote of a majority of the Shares present in person or
represented by proxy and entitled to vote on any other matter
shall be the act of the Shareholders with respect to such
matter, and (iii) where a separate vote of one or more classes
or series is required on any matter, the affirmative vote of a
majority of the Shares of such class or classes or series or
series present in person or represented by proxy and entitled to
vote on such matter shall be the act of the Shareholders of such
class or classes or series or series with respect to such
matter.
      6.5.	Proxies, etc.  At any meeting of Shareholders, any
holder of Shares entitled to vote thereat may vote by proxy,
provided that no proxy shall be voted at any meeting unless it
shall have been placed on file with the Secretary, or with such
other officer or agent of the Trust as the Secretary may direct,
for verification prior to the time at which such vote shall be
taken.  Pursuant to a resolution of a majority of the Trustees,
proxies may be solicited in the name of one or more Trustees or
one or more of the officers or employees of the Trust.  Only
Shareholders of record shall be entitled to vote.  Each full
Share shall be entitled to one vote and each fractional Share
shall be entitled to a vote equal to its fraction of a full
Share.  When any Share is held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share.
A proxy purporting to be given by or on behalf of a Shareholder
of record on the record date for a meeting shall be deemed valid
unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger.  If the holder
of any such Share is a minor or a person of unsound mind, and
subject to guardianship or to the legal control of any other
person as regards the charge or management of such Share, he may
vote by his guardian or such other person appointed or having
such control, and such vote may be given in person or by proxy.
The Trustees shall have the authority to make and modify from
time to time regulations regarding the validity of proxies.  In
addition to signed proxies, such regulations may authorize
facsimile, telephonic, Internet and other methods of appointing
a proxy that are subject to such supervision by or under the
direction of the Trustees as the Trustees shall determine.
      6.6.	Reports.  The Trustees shall cause to be prepared and
sent to Shareholders at least annually and more frequently to
the extent and in the form required by law, regulation or any
exchange on which Shares are listed a report of operations
containing  financial statements of the Trust prepared in
conformity with generally accepted accounting principles and
applicable law.
      6.7.	Inspection of Records.  The records of the Trust shall
be open to inspection by Persons who have been holders of record
of at least $25,000 in net asset value or liquidation preference
of Shares for a continuous period of not less than six months to
the same extent and for the same purposes as is permitted under
the Delaware General Business Corporation Law to shareholders of
a Delaware business corporation.
      6.8.	Shareholder Action by Written Consent.  Any action
which may be taken by Shareholders by vote may be taken without
a meeting if the holders of all of the Shares entitled to vote
thereon consent to the action in writing and the written
consents are filed with the records of the meetings of
Shareholders.  Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
ARTICLE VII

Duration: Termination of Trust;
Amendment; Mergers, Etc.
      7.1.	Duration.  Subject to termination in accordance with
the provisions of Section 7.2 hereof, the Trust created hereby
shall have perpetual existence.
      7.2.	Termination.
            (a)	The Trust may be dissolved, after two thirds of
the Trustees have approved a resolution therefor, upon approval
by Shares having at least 75% of the votes of all of the Shares
outstanding on the record date for such meeting, voting as a
single class except to the extent required by the 1940 Act.
Upon the dissolution of the Trust:
            (i)	The Trust shall carry on no business except
for the purpose of winding up its affairs.
            (ii)	The Trustees shall proceed to wind up the
affairs of the Trust and all of the powers of the Trustees
under this Declaration shall continue until the affairs of
the Trust shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust, collect
its assets, sell, convey, assign, exchange, merger where
the Trust is not the survivor, transfer or otherwise
dispose of all or any part of the remaining Trust Property
to one or more Persons at public or private sale for
consideration which may consist in whole or in part in
cash, securities or other property of any kind, discharge
or pay its liabilities, and do all other acts appropriate
to liquidate its business; provided that any sale,
conveyance, assignment, exchange, merger in which the Trust
is not the survivor, transfer or other disposition of all
or substantially all the Trust Property of the Trust shall
require approval of the principal terms of the transaction
and the nature and amount of the consideration with the
same vote as required for dissolution pursuant to paragraph
(a) above.
            (iii)	After paying or adequately providing for the
payment of all liabilities, and upon receipt of such
releases, indemnities and refunding agreements, as they
deem necessary for their protection, the Trustees may
distribute the remaining Trust Property, in cash or in kind
or partly each, among the Shareholders according to their
respective rights.
            (b)	After the winding up and termination of the Trust
and  distribution to the Shareholders as herein provided, a
majority of the Trustees shall execute and lodge among the
records of the Trust an instrument in writing setting forth the
fact of such termination and shall execute and file a
certificate of cancellation with the Secretary of State of the
State of Delaware.  Upon termination of the Trust, the Trustees
shall thereupon be discharged from all further liabilities and
duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease.
      7.3.	Amendment Procedure.
            (a)	Other than Sections 2.2, 2.3, 3.8, 6.1, 6.8, 7.2,
7.3, 7.4, 7.5 and 7.6 and other than as set forth in the last
sentence of this Section 7.3(a), this Declaration may be
amended, after a majority of the Trustees have approved a
resolution therefor, by the affirmative vote of the holders of
not less than a majority of the affected Shares outstanding on
the record date and present and voting on such amendment.
Sections 2.2, 2.3, 3.8, 6.1, 7.2, 7.3, 7.4, 7.5 and 7.6 may be
amended, after a majority of the Trustees have approved a
resolution therefor by the affirmative vote of the holders of
not less than 75% of the affected Shares outstanding on the
record date.  The Trustees also may amend this Declaration
without any vote of Shareholders for any of the purposes set
forth in Section 6.2, to change the name of the Trust or any
class or series, to make any change that does not adversely
affect the relative rights or preferences of any class or series
of Shares or to conform this Declaration to the requirements of
the 1940 Act or any other applicable law, but the Trustees shall
not be liable for failing to do so.
            (b)	Nothing contained in this Declaration shall
permit the amendment of this Declaration to impair the exemption
from personal liability of the Shareholders, Trustees, officers,
employees and agents of the Trust or to permit assessments upon
Shareholders.
            (c)	An amendment duly adopted by the requisite vote
of the Board of Trustees and, if required, Shareholders as
aforesaid, shall become effective at the time of such adoption
or at such other time as may be designated by the Board of
Trustees or Shareholders, as the case may be.  A certification
signed by a majority of the Trustees setting forth an amendment
and reciting that it was duly adopted by the Trustees and, if
required, Shareholders as aforesaid, or a copy of the
Declaration, as amended, and executed by a majority of the
Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust or at such other time
designated by the Board.
      Notwithstanding any other provision hereof, until such time
as Shares are issued and outstanding, this Declaration may be
terminated or amended in any respect by the affirmative vote of
a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
      7.4.	Merger, Consolidation and Sale of Assets.  Subject to
Section 7.6, the Trust may merge or consolidate with any other
corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of the Trust
Property or the property, including its good will, upon such
terms and conditions and for such consideration when and as
authorized by two-thirds of the Trustees and approved by the
affirmative vote of the holders of not less than 75% of the
affected Shares outstanding on the record date for the meeting
of Shareholders to approve such transaction, and any such
merger, consolidation, sale, lease or exchange shall be
determined for all purposes to have been accomplished under and
pursuant to the statutes of the State of Delaware.
      7.5.	Redemption; Conversion.  No holder of Shares of any
class or series, other than in accordance with the provisions of
Section 23(c) (excluding Rule 23c-3 thereunder) of the 1940 Act
and other than to the extent expressly determined by the
Trustees with respect to Shares qualifying as preferred stock
pursuant to Section 18(a) of the 1940 Act, shall have any right
to require the Trust or any person controlled by the Trust to
purchase any of such holder's Shares.  The Trust may be
converted at any time from a "closed-end investment company" to
an "open-end investment company" as those terms are defined by
the 1940 Act or a company obligated to repurchase shares under
Rule 23c-3 of the 1940 Act (and "interval company"), upon the
approval of such a proposal, together with the necessary
amendments to this Declaration to permit such a conversion, by a
majority of the Trustees then in office, by the holders of not
less than 75% of the Trust's outstanding Shares entitled to vote
thereon and by such vote or votes of the holders of any class or
classes or series of Shares as may be required by the 1940 Act.
From time to time, the Trustees may consider recommending to the
Shareholders a proposal to convert the Trust from a "closed-end
company" to an "open-end company" or "interval company."  Upon
the recommendation and subsequent adoption of such a proposal
and the necessary amendments to this Declaration to permit such
a conversion of the Trust's outstanding Shares entitled to vote,
the Trust shall, upon complying with any requirements of the
1940 Act and state law, become an "open-end investment company".
      7.6.	Certain Transactions.  (a)  Notwithstanding any other
provision of this Declaration and subject to the exceptions
provided in paragraph (d) of this Section, the types of
transactions described in paragraph (c) of this Section shall
require the affirmative vote or consent of the holders of eighty
percent (80%) of the Shares of each class outstanding and
entitled to vote, voting as a class, when a Principal
Shareholder (as defined in paragraph (b) of this Section) is a
party to the transaction.  Such affirmative vote or consent
shall be in addition to the vote or consent of the holders of
Shares otherwise required by law or by the terms of any class or
series of preferred stock, whether now or hereafter authorized,
or any agreement between the Trust and any national securities
exchange.
            (b)	The term "Principal Shareholder" shall mean any
Person which is the beneficial owner, directly or indirectly, of
five percent (5%) or more of the outstanding Shares and shall
include any affiliate or associate, as such terms are defined in
clause (ii) below, of such Person.  For the purposes of this
Section, in addition to the Shares which a Person beneficially
owns directly, (a) any Person shall be deemed to be the
beneficial owner of any Shares (i) which it has the right to
acquire pursuant to any agreement or upon exercise of conversion
rights or warrants, or otherwise (but excluding share options
granted by the Trust) or (ii) which are beneficially owned,
directly or indirectly (including Shares deemed owned through
application of clause (i) above), by any other Person with which
its "affiliate" or "associate" (as defined below) has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of Shares, or which is
its "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect on the date of
initial adoption of this Declaration, and (b) the outstanding
Shares shall include Shares deemed owned through application of
clauses (i) and (ii) above but shall not include any other
Shares which may be issuable pursuant to any agreement, or upon
exercise of conversion rights or warrants, or otherwise.
            (c)	This Section shall apply to the following
transactions:
            (i)	The merger or consolidation of the Trust or
any subsidiary of the Trust with or into any Principal
Shareholder.
            (ii)	The issuance of any securities of the Trust
to any Principal Shareholder for cash (other than pursuant
to any automatic dividend reinvestment plan or pursuant to
any offering in which such Principal Shareholder acquires
securities that represent no greater a percentage of any
class or series of securities being offered than the
percentage of any class of Shares beneficially owned by
such Principal Shareholder immediately prior to such
offering or, in the case of securities, offered in respect
of another class or series, the percentage of such other
class or series beneficially owned by such Principal
Shareholder immediately prior to such offering).
            (iii)	The sale, lease or exchange of all or any
substantial part of the assets of the Trust to any
Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for
the purpose of such computation all assets sold, leased or
exchanged in any series of similar transactions within a
twelve-month period.)
            (iv)	The sale, lease or exchange to the Trust or
any subsidiary thereof, in exchange for securities of the
Trust of any assets of any Principal Shareholder (except
assets having an aggregate fair market value of less than
$1,000,000, aggregating for the purposes of such
computation all assets sold, leased or exchanged in any
series of similar transactions within a twelve-month
period).
            (v)	The purchase by the Trust or any Person
controlled by the Trust of any Common Shares of the Trust
from such Principal Shareholder or any person to whom such
Principal Shareholder shall have transferred such Common
Shares.
            (d)	The provisions of this Section shall not be
applicable to (i) any of the transactions described in paragraph
(c) of this Section if two- thirds of the Board of Trustees of
the Trust shall by resolution have approved a memorandum of
understanding with such Principal Shareholder with respect to
and substantially consistent with such transaction prior to the
time such Person shall have become a Principal Shareholder, or
(ii) any such transaction with any corporation of which a
majority of the outstanding shares of all classes of a stock
normally entitled to vote in elections of directors is owned of
record or beneficially by the Trust and its subsidiaries and of
which such Person is not a Principal Shareholder.
            (e)	The Board of Trustees shall have the power and
duty to determine for the purposes of this Section on the basis
of information known to the Trust whether (i) a  Person
beneficially owns five percent (5%) or more of the outstanding
Shares, (ii)  a Person is an "affiliate" or "associate" (as
defined above) of another, (iii) the assets being acquired or
leased to or by the Trust or any subsidiary thereof constitute a
substantial part of the assets of the Trust and have an
aggregate fair market value of less than $1,000,000, and (iv)
the memorandum of understanding referred to in paragraph (d)
hereof is substantially consistent with the transaction covered
thereby.  Any such determination shall be conclusive and binding
for all purposes of this Section.
ARTICLE VIII

Miscellaneous
      8.1.	Filing.  This Declaration and any amendment (including
any supplement) hereto shall be filed in such places as may be
required or as the Trustees deem appropriate.  Each amendment
shall be accompanied by a certificate signed and acknowledged by
a Trustee stating that such action was duly taken in a manner
provided herein, and shall, upon insertion in the Trust's minute
book, be conclusive evidence of all amendments contained
therein.  A restated Declaration, containing the original
Declaration and all amendments theretofore made, may be executed
from time to time by a majority of the Trustees and shall, upon
insertion in the Trust's minute book, be conclusive evidence of
all amendments contained therein and may thereafter be referred
to in lieu of the original Declaration and the various
amendments thereto.
      8.2.	Resident Agent.  The Trust shall maintain a resident
agent in the State of Delaware, which agent shall initially be
The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801  The Trustees may designate a successor resident
agent, provided, however, that such appointment shall not become
effective until written notice thereof is delivered to the
office of the Secretary of the State.
      8.3.	Governing Law.  This Declaration is executed by a
majority of the Trustees and delivered in the State of Delaware
and with reference to the laws thereof, and the rights of all
parties and the validity and construction of every provision
hereof shall be subject to and construed according to the laws
of said State and reference shall be specifically made to the
business corporation law of the State of Delaware as to the
construction of matters not specifically covered herein or as to
which an ambiguity exists, although such law shall not be viewed
as limiting the powers otherwise granted to the Trustees
hereunder and any ambiguity shall be viewed in favor of such
powers.
      8.4.	Counterparts.  This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts, together, shall
constitute one and the same instrument, which shall be
sufficiently evidenced by any such original counterpart.
      8.5.	Reliance by Third Parties.  Any certificate executed
by an individual who, according to the records of the Trust, or
of any recording office in which this Declaration may be
recorded, appears to be a Trustee hereunder, certifying to:  (a)
the number or identity of Trustees or Shareholders, (b) the name
of the Trust, (c) the due authorization of the execution of any
instrument or writing, (d) the form of any vote passed at a
meeting of Trustees or Shareholders, (e) the fact that the
number of Trustees or Shareholders present at any meeting or
executing any written instrument satisfies the requirements of
this Declaration, (f) the form of any By Laws adopted by or the
identity of any officers elected by the Trustees, or (g) the
existence of any fact or facts which in any manner relate to the
affairs of the Trust, shall be conclusive evidence as to the
matters so certified in favor of any person dealing with the
Trustees and their successors.
      8.6.	Provisions in Conflict with Law or Regulation.
            (a)	The provisions of this Declaration are severable,
and if the Trustees shall determine, with the advice of counsel,
that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Code or with
other applicable laws and regulations, the conflicting provision
shall be deemed never to have constituted a part of this
Declaration to the extent of such conflict; provided, however,
that such determination shall not affect any of the remaining
provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
            (b)	If any provision of this Declaration shall be
held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.


IN WITNESS WHEREOF, the undersigned have caused these
presents to be executed as of the day and year first above
written.

By:



 Thomas E. Bratter                      John D. Gabelli
Trustee                                 Trustee


Anthony J. Colavita                     Mario J. Gabelli
Trustee                                 Trustee


James P. Conn                           Robert J. Morrissey
Trustee                                 Trustee


Vincent D. Enright                      Anthony R. Pustorino
Trustee                                 Trustee


Frank J. Fahrenkopf, Jr.                Salvatore J. Zizza
Trustee                                 Trustee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>gut77q12.txt
<TEXT>
THE GABELLI UTILITY TRUST
Exhibit 2 - 77(Q)1(a)




SECOND AMENDED AND RESTATED BY-LAWS
OF
THE GABELLI UTILITY TRUST



TABLE OF CONTENTS               Page

ARTICLE I Shareholder Meetings	3
Section 1.1	Chairman	3
Section 1.2	Voting	4
Section 1.3	Fixing Record Dates	4
Section 1.4	Inspectors of Election	4
Section 1.5	Special Meetings of Shareholders	5
Section 1.6	Place of Meetings	6
Section 1.7	Notice of Meetings	6
Section 1.8	Nature of Business at Annual Meetings of Shareholders	6
Section 1.9	Nomination of Trustees	9
Section 1.10	Conduct of Meetings	15
Section 1.11	Postponements; Adjournments	15
ARTICLE II Trustees	16
Section 2.1	Annual and Regular Meetings	16
Section 2.2	Chairman; Records	16
Section 2.3	Qualification	16
Section 2.4	Governance	20
ARTICLE III Officers	20
Section 3.1	Officers of the Fund	20
Section 3.2	Election and Tenure	20
Section 3.3	Removal of Officers	20
Section 3.4	Bonds and Surety	20
Section 3.5	Chairman, President, and Vice Presidents	20
Section 3.6	Secretary	21
Section 3.7	Treasurer	21
Section 3.8	Other Officers and Duties	21
ARTICLE IV Miscellaneous	21
Section 4.1	Depositories	21
Section 4.2	Signatures	22
Section 4.3	Seal	22
Section 4.4	Disclosure of Holdings	22
Section 4.5	Governing Law	22
Section 4.6	Provisions in Conflict with Law or Regulation	22
ARTICLE V SHARE Transfers	22
Section 5.1	Transfer Agents, Registrars and the Like	22
Section 5.2	Transfer of Shares	23
Section 5.3	Registered Shareholders	23
ARTICLE VI Amendment of By-Laws	23
Section 6.1	Amendment and Repeal of By-Laws	23


THE GABELLI UTILITY TRUST
SECOND AMENDED AND RESTATED BY-LAWS
            These Second Amended and Restated By-Laws are made and
adopted pursuant to Section 3.8 of the Third Amended and
Restated Declaration of Trust establishing The Gabelli Utility
Trust (the "Fund") dated as of [_________], 2011, as from time
to time amended (hereinafter called the "Declaration"). All
words and terms capitalized in these By-Laws and not defined
herein shall have the meaning or meanings set forth for such
words or terms in the Declaration.
            Definitions.  As used in these By-Laws, the following
terms shall have the meanings ascribed to them:
            "12(d) Holder" shall have the meaning set forth in
Section 2.3(a)(xiii) of Article II of these By-Laws.
            "1940 Act" shall mean the Investment Company Act of
1940 and the rules and regulations promulgated thereunder.
            "5% Holder" shall have the meaning set forth in
Section 2.3(a)(ix) of Article II of these By-Laws.
            "beneficial owner" of a security shall mean any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (A) has or shares: (1)
voting power which includes the power to vote, or to direct the
voting of, such security; and/or, (2) investment power which
includes the power to dispose, or to direct the disposition, of
such security or (B) owns, controls or holds with power to vote
such security.  A person shall be deemed to be the beneficial
owner of shares if that person has the right to acquire
beneficial ownership of such shares at any time whether or not
within sixty days. "Beneficially own," "own beneficially" and
related terms shall have correlative meaning.
            "By-Laws" shall mean these Second Amended and Restated
By-Laws of the Fund as amended or restated from time to time by
the Trustees.
            "Code" shall mean the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.
            "control" shall mean the power to exercise a
controlling influence over a person, which in the case of a
company means the power to exercise a controlling influence over
the management or policies of such company, unless such power is
solely the result of an official position with such company.
            "control relationship" with respect to any person
shall mean control over such person, being controlled by such
person or being under common control with such person.
            "director" shall mean any director of a corporation or
any person performing similar functions with respect to any
organization, whether incorporated or unincorporated, including
any natural person who is a member of a board of trustees of any
organization that is a statutory or common-law trust.
            "Disclosable Relationship" with respect to another
person means (A) the existence at any time during the current
calendar year or at any time within the two most recently
completed calendar years of any agreement, arrangement,
understanding or practice, including the sharing of information,
decisions or actions, of a person with such other person with
respect to the Fund or Shares, (B) the beneficial ownership of
securities of any person known by such person to beneficially
own Shares and of which such person knows such other person also
beneficially owns any securities, (C) sharing beneficial
ownership of any securities with such other Person, (D) being an
immediate family member of such other person, (E) the existence
at any time during the current calendar year or at any time
within the two most recently completed calendar years of a
material business or professional relationship with such other
person or with any person of which such other person is a 5%
Holder, officer, director, general partner, managing member or
employee or (F) controlling, being controlled by or being under
common control with such other person.
            "Exchange Act" shall mean the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder.
            "immediate family member" shall mean any parent, child,
spouse, spouse of a parent, spouse of a child, brother or sister
(including step and adoptive relationships).
            "Independent Trustee" shall mean a Trustee that is not
an "interested person," as defined in Section 2(a)(19) of the
1940 Act, of the Fund.
            "investment fund" shall have the meaning set forth in
Section 2.3(a)(iii) of Article II of these By-Laws.
            "nominated or seated" shall have the meaning set forth
in Section 2.3(a) of Article II of these By-Laws.
            "person" shall mean and include natural persons,
corporations, partnerships, trusts, limited liability companies,
associations, joint ventures and other entities, whether or not
legal entities, and governments and agencies and political
subdivisions thereof.
            "Prohibited Conduct" shall have the meaning set forth
in Section 2.3(a)(v) of Article II of these By-Laws.
            "Proposed Nominee" shall have the meaning set forth in
Section 1.9(d)(i) of Article I of these By-Laws.
            "Proposed Nominee Associate" of any Proposed Nominee
shall mean any person who has a Disclosable Relationship with
such Proposed Nominee.
            "proxy access rules" shall have the meaning set forth
in Section 1.9(g) of Article I of these By-Laws.
            "SEC" shall mean the U.S. Securities and Exchange
Commission.
            "Shareholder Associate" of any beneficial or record
shareholder of Shares shall mean any person who has a
Disclosable Relationship with such beneficial or record
shareholder.
            "Shares" shall mean the units of beneficial interest
into which the beneficial interests in the Fund shall be divided
from time to time, including any preferred units of beneficial
interest, which may be issued from time to time, as described
herein.  All references to Shares shall be deemed to be Shares
of any or all series or classes as the context may require.
            "special meeting in lieu of an annual meeting" shall
mean a special meeting called by Trustees for the purpose of
removing Trustees or terminating the Fund's investment advisory
agreement in the event that an annual meeting of shareholders is
not held on or before such date as may be required by Section
6.1 of the Declaration.
            "Special Meeting Request" shall have the meaning set
forth in Section 1.5(b) of Article I of these By-Laws.
ARTICLE I

SHAREHOLDER MEETINGS
Chairman.  Except as otherwise provided in Section 1.10 of these
By-Laws, the Chairman, if any, shall act as chairman at all
meetings of the shareholders; in the Chairman's absence, the
Trustee or Trustees present at each meeting may elect a
temporary chairman for the meeting, who may be one of themselves.
Voting.
                  (a)	As provided in the Declaration, shareholders
shall have no power to vote on any matter except as provided in
or pursuant to Section 6.2 of the Declaration.
                  (b)	As provided in Section 6.4(b) of the
Declaration, where a separate vote of one or more classes or
series of Shares is required on any matter:  (i) if the vote is
for the election of one or more Trustees, the affirmative vote
of a plurality of the Shares of such class or classes or series
or series present in person or represented by proxy and entitled
to vote for such Trustee or the Trustees shall be the act of the
shareholders of such class or classes or series or series with
respect to the election of such Trustee or Trustees; and (ii) if
the vote is for any other matter, the affirmative vote of a
majority of the Shares of such class or classes or series or
series present in person or represented by proxy and entitled to
vote on such other matter shall be the act of the shareholders
of such class or classes or series or series with respect to
such other matter, in each case at any meeting at which a quorum
is present with respect to the vote on the election of such
Trustee(s) or such other matter.
                  (c)	Shareholders may vote either in person or by
duly executed proxy and each full share represented at the
meeting shall have one vote, all as provided in Article 6 of the
Declaration.
Fixing Record Dates.  For the purpose of determining the
shareholders who are entitled to notice of or to vote or act at
any meeting, including any adjournment thereof, or who are
entitled to participate in any dividends, or for any other
proper purpose, the Trustees may from time to time, without
closing the transfer books, fix a record date in the manner
provided in Section 6.3 of the Declaration. If the Trustees do
not prior to any meeting of shareholders so fix a record date or
close the transfer books, then the date on which mailing of
notice of the meeting is commenced or the date upon which the
dividend resolution is adopted, as the case may be, shall be the
record date.
Inspectors of Election.  In advance of any meeting of
shareholders, the Trustees may appoint inspectors of election to
act at the meeting or any adjournment thereof. If inspectors of
election are not so appointed, the Chairman, if any, of any
meeting of shareholders may appoint inspectors of election of
the meeting. The number of inspectors shall be either one or
three.  In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Trustees in advance of the convening of
the meeting or at the meeting by the person acting as chairman.
The inspectors of election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear
and determine all challenges and questions in any way arising in
connection with the right to vote, shall count and tabulate all
votes or consents, determine the results, and do such other acts
as may be proper to conduct the election or vote with fairness
to all shareholders. If there are three inspectors of election,
the decision, act or certificate of a majority is effective in
all respects as the decision, act or certificate of all. On
request of the Chairman, if any, of the meeting, the inspectors
of election shall make a report in writing of any challenge or
question or matter determined by them and shall execute a
certificate of any facts found by them.
Special Meetings of Shareholders.
                  (d)	Special meetings of shareholders may be
called only by the Board of Trustees (or any duly authorized
committee), except a special meeting in lieu of an annual
meeting shall be called by the Trustees upon the timely receipt
by the Secretary of a request in proper form from one or more
record shareholders acting pursuant to and in accordance with
Section 6.1 of the Declaration.  Only such business shall be
conducted at a special meeting or a special meeting in lieu of
an annual meeting as shall be specified in the notice of meeting
(or any supplement thereto).  In fixing a date for any special
meeting, the Board of Trustees (or any duly authorized committee)
may consider such factors as it deems relevant, including,
without limitation, the nature of the matters to be considered,
the facts and circumstances surrounding any request for the
meeting and any plan of the Board of Trustees to call an annual
meeting or a special meeting; provided, however, that the date
fixed for any special meeting is consistent with Section 6.1 of
the Declaration.
                  (e)	Any shareholder(s) of record seeking to
request a special meeting shall send written notice to the
Secretary (the "Special Meeting Request") by registered mail,
return receipt requested, requesting the Secretary to call a
special meeting.  Proof of the requesting shareholder's
ownership of Shares at the time of giving the Special Meeting
Request must accompany the requesting shareholder's Special
Meeting Request.  The Special Meeting Request shall set forth
the purpose of the meeting and the matters proposed to be acted
on at the meeting, shall be signed by one or more shareholders
of record (or their duly authorized agents), shall bear the date
of signature of each requesting shareholder (or its duly
authorized agent) signing the Special Meeting Request and shall
set forth all information that each such shareholder of record
and, with respect to the beneficial owners of Shares on whose
behalf such request is being made, each such beneficial owner of
Shares would be required to disclose in a proxy statement or
other filings required to be made in connection with
solicitations of proxies with respect to the proposed business
to be brought before the meeting pursuant to Section 14 of the
Exchange Act, as well as additional information required by
Section 1.8(d) of Article I of these By-Laws.  Upon receiving
the Special Meeting Request, the Trustees may in their
discretion fix a date for the special meeting in lieu of an
annual meeting, which need not be the same date as that
requested in the Special Meeting Request.
                        (i)	The shareholder(s) of record
providing notice of business proposed to be brought
before a special meeting in lieu of an annual meeting
shall further update and supplement such notice, if
necessary, so that the information provided or
required to be provided in such notice pursuant to
this Section 1.5 shall be true and correct as of the
record date for determining the shareholders entitled
to receive notice of the special meeting in lieu of an
annual meeting and such update and supplement shall be
delivered to or be mailed and received by the
Secretary at the principal executive offices of the
Fund not later than five (5) business days after the
record date for determining the shareholders entitled
to receive notice of the special meeting in lieu of an
annual meeting.
                        (ii)	The Board of Trustees shall
determine the validity of any purported Special
Meeting Request received by the Secretary.
                        (iii)	Within ten (10) days of receipt
of a valid Special Meeting Request, the Secretary
shall inform the requesting shareholders of the
reasonably estimated cost of preparing and mailing the
notice of meeting (including the Fund's proxy
materials).  The Secretary shall not be required to
call a special meeting in lieu of an annual meeting
upon receipt of a Special Meeting Request and such
meeting shall not be held unless the Secretary
receives payment of such reasonably estimated cost
prior to the mailing of any notice of the meeting.
                  (f)	No business shall be conducted at a special
meeting in lieu of an annual meeting of shareholders except
business brought before any such meeting in accordance with the
procedures set forth in this Section 1.5 of this Article I and
in compliance with Article 6 of the Declaration.  If the chair
of a special meeting in lieu of an annual meeting determines
that business was not properly brought before such meeting in
accordance with the foregoing procedures, the chair shall
declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.
                  (g)	Nothing contained in this Section 1.5 of
this Article I shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Fund's
proxy statement pursuant to Rule 14a-8 under the Exchange Act
(or any successor provision of law).
Place of Meetings.  Any shareholder meeting, including any
special meeting, shall be held within or without the state in
which the Fund was formed at such place, date and time as the
Trustees shall designate.
Notice of Meetings.  Written notice of all meetings of
shareholders, stating the place, date and time of the meeting,
shall be given by the Secretary by mail to each shareholder of
record entitled to vote thereat at its registered address,
mailed at least ten (10) days and not more than sixty (60) days
before the meeting or otherwise in compliance with applicable
binding law.  Such notice will also specify the means of remote
communications, if any, by which shareholders and proxyholders
may be deemed to be present in person and vote at such meeting.
Nature of Business at Annual Meetings of Shareholders.
                  (h)	Only such business (other than nominations
for election to the Board of Trustees, which must comply with
the provisions of Section 1.9 of this Article I) may be
transacted at an annual meeting of shareholders as is either:
                        (i)	specified in the notice of
meeting (or any supplement thereto) given by or at the
direction of the Board of Trustees (or any duly
authorized committee thereof),
                        (ii)	otherwise properly brought
before the annual meeting by or at the direction of
the Board of Trustees (or any duly authorized
committee thereof), or
                        (iii)	otherwise properly brought
before the annual meeting by any shareholder of record
of the Fund:
                     (A)	who is a shareholder of
record on the date such shareholder gives the
notice provided for in this Section 1.8 of
this Article I and on the record date for the
determination of shareholders entitled to
notice of and to vote at such annual meeting;
and
                     (B)	who complies with the
notice procedures set forth in this Section
1.8 of this Article I.
                  (i)	In addition to any other applicable
requirements, for business to be properly brought before an
annual meeting by a shareholder, such shareholder of record must
have given timely notice thereof in proper written form to the
Secretary of the Fund.
                  (j)	To be timely, a record shareholder's notice
to the Secretary must be delivered to or be mailed and received
at the principal executive offices of the Fund not less than one
hundred and twenty (120) days nor more than one hundred and
fifty (150) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided,
however, that such notice for the 2011 annual meeting of
shareholders shall be delivered to the Secretary at the
principal executive offices of the Fund neither earlier than
9:00 a.m., Eastern Time, on the 120th day nor later than 5:00
p.m., Eastern Time, on the 90th day before the first anniversary
of the date of the proxy statement for the preceding year's
annual meeting of shareholders; provided, further, however, that
in the event that an annual meeting is called for a date that is
not within twenty-five (25) days before or after such
anniversary date, notice by the shareholder of record in order
to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure of the date of the annual meeting was made,
whichever first occurs.  "Public disclosure" shall mean
disclosure (i) in a press release reported by the Dow Jones News
Service, Associated Press, Business Wire, PR Newswire or other
widely circulated news or wire service or (ii) in a document
publicly filed by the Fund with the SEC pursuant to the Exchange
Act.  In no event shall the adjournment or postponement of an
annual meeting, or the public  announcement of such an
adjournment or postponement, commence a new time period (or
extend any time period) for the giving of a record shareholder's
notice as described above.
                  (k)	To be in proper written form, a record
shareholder's notice to the Secretary must set forth the
following information:
                        (i)	as to each matter such
shareholder of record proposes to bring before the
annual meeting, a brief description of the business
desired to be brought before the annual meeting and
the reasons for conducting such business at the annual
meeting, and
                        (ii)	as to the record shareholder
giving notice and each beneficial owner, if any, on
whose behalf such notice is being given,
                     (A)	the name and address of
each such person and of each Shareholder
Associate of each such person;
                     (B)	(1)  the class or series
and number of all Shares which are owned
beneficially or of record by each such person
and each Shareholder Associate of each such
person,
                      (2)	whether and the
extent to which any derivative instrument,
swap, option, warrant, short interest,
hedge or profit interest or other
transaction has been entered into by or on
behalf of any such person, or any
Shareholder Associate of any such person,
with respect to Shares, and
                      (3)	whether and the
extent to which any other transaction,
agreement, arrangement or understanding
(including any short position or any
borrowing or lending of Shares) has been
made by or on behalf of any such person,
or any Shareholder Associate of any such
person, where the effect or intent of any
of the foregoing is to mitigate loss to,
or to manage risk or benefit of Share
price changes for, any such person, or any
Shareholder Associate of any such person,
or to increase or decrease the voting
power or pecuniary or economic interest of
any such person, or any Shareholder
Associate of any such person, with respect
to Shares;
                     (C)	a description of all
agreements, arrangements, or understandings
(whether written or oral) between or among
any such person, or any Shareholder Associate
of any such person, and any other person or
persons (including their names) in connection
with the proposal of such business and any
material interest of such person or any
Shareholder Associate of any such person, in
such business, including any anticipated
benefit therefrom to such person, or any
Shareholder Associate of any such person;
                     (D)	a description of all
commercial and professional relationships and
transactions between or among any such person,
or any Shareholder Associate of any such
person, and any other person or persons known
to such person or Shareholder Associate to
have a material interest in the matter that
is the subject of such notice;
                     (E)	all information relating
to each such person and each Shareholder
Associate of each such person that would be
required to be disclosed in a proxy statement
or other filing required to be made in
connection with the solicitation of proxies
by any such person with respect to the
proposed business to be brought by any such
person before the annual meeting pursuant to
Section 14 of the Exchange Act; and
                     (F)	a representation that
the shareholder of record giving notice
intends to appear in person or by proxy at
the annual meeting to bring such business
before the meeting.
                  (l)	A shareholder of record providing notice of
business proposed to be brought before an annual meeting shall
further update and supplement such notice, if necessary, so that
the information provided or required to be provided in such
notice pursuant to this Section 1.8 of this Article I shall be
true and correct as of the record date for determining the
shareholders entitled to receive notice of the annual meeting
and such update and supplement shall be delivered to or be
mailed and received by the Secretary at the principal executive
offices of the Fund not later than five (5) business days after
the record date for determining the shareholders entitled to
receive notice of the annual meeting.
                  (m)	No business (other than nominations for
election to the Board of Trustees, which must comply with the
provisions of Section 1.9 of this Article I) shall be conducted
at the annual meeting of shareholders except business brought
before the annual meeting in accordance with the procedures set
forth in this Section 1.8 of this Article I.  If the chair of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the chair shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted at the meeting.
                  (n)	Nothing contained in this Section 1.8 of
this Article I shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Fund's
proxy statement pursuant to Rule 14a-8 under the Exchange Act
(or any successor provision of law).
                  (o)	If information submitted pursuant to this
Section 1.8 of this Article I by any shareholder proposing to
bring a matter before the annual meeting shall be inaccurate or
incomplete in any material respect, such information may be
deemed not to have been provided, and the notice in respect of
which such information is required by this Section 1.8 may be
deemed not to have been made, in accordance with this Section
1.8 of this Article I. Any such shareholder shall notify the
Fund of any inaccuracy or incompleteness (within two business
days of becoming aware of such inaccuracy or change) in any such
information.
Nomination of Trustees.
                  (p)	Only persons who are nominated in accordance
with the following procedures shall be eligible for election as
Trustees of the Fund.  Nominations of persons for election to
the Board of Trustees may be made only at any annual meeting of
shareholders, except to the extent otherwise required by the
1940 Act:
                        (i)	by or at the direction of the
Board of Trustees (or any duly authorized committee
thereof), or
                        (ii)	by any shareholder(s) of record
of the Fund:
                     (A)	who is a shareholder or
are shareholders of record on the date such
shareholder(s) give the notice provided for
in this Section 1.9 of this Article I and on
the record date for the determination of
shareholders entitled to notice of and to
vote at such annual meeting; and
                     (B)	who complies or comply
with the notice procedures set forth in this
Section 1.9 of this Article I.
                  (q)	In addition to any other applicable
requirements, for a nomination to be made by one or more
shareholder(s) of record, such shareholder(s) must have given
timely notice thereof in proper written form to the Secretary of
the Fund.
                  (r)	To be timely, a record shareholder's notice
to the Secretary must be delivered to or be mailed and received
at the principal executive offices of the Fund:
                        (i)	in the case of an annual meeting,
not less than one hundred and twenty (120) days nor
more than one hundred and fifty (150) days prior to
the anniversary date of the immediately preceding
annual meeting of shareholders; provided, however,
that such notice for the 2011 annual meeting of
shareholders shall be delivered to the Secretary at
the principal executive offices of the Fund neither
earlier than 9:00 a.m., Eastern Time, on the 120th day
nor later than 5:00 p.m., Eastern Time, on the 90th day
before the first anniversary of the date of the proxy
statement for the preceding year's annual meeting of
shareholders; provided, further, however, that in the
event that an annual meeting is called for a date that
is not within twenty-five (25) days before or after
such anniversary date, notice by the shareholder of
record in order to be timely must be so received not
later than the close of business on the tenth (10th)
day following the day on which such notice of the date
of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made,
whichever first occurs; and
                        (ii)	in no event shall the
adjournment or postponement of an annual meeting, or
the public announcement of such an adjournment or
postponement, commence a new time period (or extend
any time period) for the giving of notice as described
above.
                  (s)	To be in proper written form, a notice from
one or more record  shareholders to the Secretary must set forth
the following information:
                        (i)	as to each person whom the
shareholder of record proposes to nominate for
election as a Trustee (a "Proposed Nominee") and each
Proposed Nominee Associate of each such person:
                     (A)	the name, age, business
address and residence address of such
Proposed Nominee and of each Proposed Nominee
Associate of such Proposed Nominee;
                     (B)	the principal occupation
or employment of such Proposed Nominee;
                     (C)	(1)  the number of
shares of each class or series of Shares
which are owned beneficially or of record,
directly or indirectly, by such Proposed
Nominee and each Proposed Nominee Associate
of such Proposed Nominee, and the name and
address of the record holder(s) of such
Shares (if different than the beneficial
owner(s)) as they appear on the records of
the Fund,
                         (2)	whether and the extent
to which any derivative instrument, swap, option,
warrant, short interest, hedge or profit interest
or other transaction has been entered into by or
on behalf of such Proposed Nominee, or by or on
behalf of any Proposed Nominee Associate of such
Proposed Nominee, with respect to Shares,
                         (3)	whether and the extent
to which any other transaction, agreement,
arrangement or understanding (including any short
position or any borrowing or lending of Shares)
has been made by or on behalf of such Proposed
Nominee, or any Proposed Nominee Associate, where
the effect or intent of any of the foregoing is
to mitigate loss to, or to manage risk or benefit
of share price changes for, such Proposed Nominee,
or any Proposed Nominee Associate of such
Proposed Nominee, or to increase or decrease the
voting power or pecuniary or economic interest of
such Proposed Nominee, or any Proposed Nominee
Associate of such Proposed Nominee, with respect
to the Shares,
                         (4)	a description of all
agreements, arrangements, or understandings
(whether written or oral) between such Proposed
Nominee, and any Proposed Nominee Associate of
such Proposed Nominee, and any material interest
of such Proposed Nominee Associate, in such
nomination, including any anticipated benefit
therefrom to such Proposed Nominee Associate;
                         (5)	a description of all
commercial and professional relationships and
transactions between or among such Proposed
Nominee, or any Proposed Nominee Associate, and
any other person or persons known to such person
or Proposed Nominee Associate to have a material
interest in such nominations;
                         (6)	a representation as to
whether such Proposed Nominee is an "interested
person," as defined under Section 2(a)(19) of the
1940 Act, of the Fund and sufficient information
about the Proposed Nominee to permit counsel to
the Fund to confirm such representation,
including information with respect to each
relationship set forth in Section 2(a)(19) of the
1940 Act which may cause such Proposed Nominee to
be an interested person of the Fund or a
representation that no such relationship exists,
and
                         (7)	all information
necessary to establish that the Proposed Nominee
satisfies the Trustee qualifications as set out
in Section 2.3 of Article II of these By-Laws;
                     (D)	all information relating
to such Proposed Nominee and each Proposed
Nominee Associate of such Proposed Nominee
that would be required to be disclosed in a
proxy statement or other filings required to
be made in connection with solicitations of
proxies for election of Trustees in an
election contest pursuant to Section 14 of
the Exchange Act (even if an election contest
is not involved); and
                        (ii)	as to each shareholder of record
giving the notice, and each beneficial owner, if
different than the shareholder of record, on whose
behalf the nomination is being made,
                     (A)	the name and record
address of such person and of each
Shareholder Associate of each such person;
                     (B)	(1)  the number of
shares of each class or series of Shares
which are owned beneficially or of record,
directly or indirectly, by such person and
each Shareholder Associate of such person,
                         (2)	whether and the extent
to which any derivative instrument, swap, option,
warrant, short interest, hedge or profit interest
or other transaction has been entered into by or
on behalf of such person, or by or on behalf of
any Shareholder Associate, with respect to Shares,
and
                         (3)	whether and the extent
to which any other transaction, agreement,
arrangement or understanding (including any short
position or any borrowing or lending of Shares)
has been made by or on behalf of such person, or
by or on behalf of any Shareholder Associate of
such person, when the effect or intent of any of
the foregoing being is to mitigate loss to, or to
manage risk or benefit of Share price changes for,
such person, or any Shareholder Associate of such
person, or to increase or decrease the voting
power or pecuniary or economic interest of such
person, or any Shareholder Associate of such
person, with respect to Shares;
                     (C)	a description of all
agreements, arrangements, or understandings
(whether written or oral) between such person,
and any Shareholder Associate of such person,
and any proposed nominee or any other person
or persons (including their names) pursuant
to which the nomination(s) are being made by
such person, and any material interest of
such person, and any Shareholder Associate,
in such nomination, including any anticipated
benefit therefrom to such person, and any
Shareholder Associate of such person;
                     (D)	a description of all
commercial and professional relationships and
transactions between or among any such person,
or any Shareholder Associate of any such
person, and any other person or persons known
to such person or Shareholder Associate to
have a material interest in such nomination;
                     (E)	all information relating
to such person and each Shareholder Associate
of such person that would be required to be
disclosed in a proxy statement or other
filings required to be made in connection
with the solicitation of proxies for election
of Trustees in an election contest pursuant
to Section 14 of the Exchange Act (even if an
election contest is not involved);
                     (F)	a representation that
the shareholder(s) giving notice intends to
appear in person or by proxy at the annual
meeting to nominate the person(s) named in
the notice.
                        (iii)	Such notice must be accompanied
by a certificate executed by the Proposed Nominee
certifying that such Proposed Nominee (a) is not, and
will not become a party to, any agreement, arrangement
or understanding with any person or entity other than
the Fund in connection with service or action as a
Trustee of the Fund that has not been disclosed to the
Fund, (b) will serve as a Trustee of the Fund if
elected, and (c) satisfies the Trustee qualifications
as set out in Section 2.3 of Article II of these By-
Laws;.
                  (t)	A shareholder or shareholders of record
providing notice of any nomination proposed to be made at an
annual meeting shall further update and supplement such notice,
if necessary, so that:
                        (i)	 the information provided or
required to be provided in such notice pursuant to
this Section 1.9 of this Article I shall be true and
correct as of the record date for determining the
shareholders entitled to receive notice of the annual
meeting, and such update and supplement shall be
delivered to or be mailed and received by the
Secretary at the principal executive offices of the
Fund not later than five (5) business days after the
record date for determining the shareholders entitled
to receive notice of such annual meeting; and
                        (ii)	any subsequent information
reasonably requested by the Board of Trustees to
determine that the Proposed Nominee has met the
Trustee qualifications as set out in Section 2.3 of
this Article II is provided, and such update and
supplement shall be delivered to or be mailed and
received by the Secretary at the principal executive
offices of the Fund not later than five (5) business
days after the request by the Board of Trustees for
subsequent information regarding Trustee
qualifications has been delivered to or mailed and
received by such shareholder of record, or group of
shareholders of record, providing notice of any
nomination.
                  (u)	No person shall be eligible for election as
a Trustee of the Fund unless nominated in accordance with the
procedures set forth in this Section 1.9 of this Article I.  If
the chair of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the chair
shall declare to the meeting that the nomination was defective
and such defective nomination shall be disregarded.
                  (v)	Notwithstanding any provision of this
Section 1.9 of this Article I to the contrary, a nomination of
persons for election to the Board of Trustees may be submitted
for inclusion in the Fund's proxy materials to the extent
required by rules adopted from time to time by the SEC providing
for such nominations and inclusion and interpretations thereof
("proxy access rules"), and, if such nomination is submitted
under the proxy access rules, such submission:
                        (i)	in order to be timely, must be
delivered to, or be mailed and received by, the
Secretary at the principal executive offices of the
Fund no later than 120 calendar days before the
anniversary of the date that the Fund mailed (or
otherwise disseminated) its proxy materials for the
prior year's annual meeting (or such other date as may
be set forth in the proxy access rules for companies
without advance notice bylaws);
                        (ii)	in all other respects, must be
made pursuant to, and in accordance with, the terms of
the proxy access rules, as in effect at the time of
the nomination, or any successor rules or regulations
of the SEC then in effect; and
                        (iii)	must provide the Fund with any
other information required by this Section 1.9 of this
Article I, by applicable law, the Declaration or a
resolution of the Trustees for nominations not made
under the proxy access rules, except to the extent
that requiring such information to be furnished is
prohibited by the proxy access rules.  The provisions
of this paragraph (g) of this Section 1.9 of this
Article I do not provide shareholders of the Fund with
any rights, nor impose upon the Fund any obligations,
other than the rights and obligations set forth in the
proxy access rules.
                  (w)	If information submitted pursuant to this
Section 1.9 of this Article I by any shareholder proposing a
nominee for election as a Trustee shall be inaccurate or
incomplete in any material respect, such information may be
deemed not to have been provided, and the nomination in respect
of which such information is required by this Section 1.9 may be
deemed not to have been made, in accordance with this Section
1.9 of this Article I. Any such shareholder shall notify the
Fund of any inaccuracy or incompleteness (within two business
days of becoming aware of such inaccuracy or change) in any such
information.
Conduct of Meetings.  The Board of Trustees of the Fund may
adopt by resolution such rules and regulations for the conduct
of any meeting of the shareholders as it shall deem appropriate.
Every meeting of the stockholders shall be conducted by an
individual appointed by the Board of Trustees to be chairman of
the meeting or, in the absence of such appointment or appointed
individual, by the chairman of the Board of Trustees, by one of
the officers present at the meeting, and if no officer is
present, by the stockholders by the vote of a majority of the
votes cast by stockholders present in person or by proxy.  In
the discretion of the chairman of the meeting selected pursuant
to the foregoing provisions of this Section 1.10, the lead
independent Trustee may conduct such meeting of shareholders in
lieu of the individual selected pursuant to the foregoing
provisions. The Secretary, or, in the Secretary's absence, an
Assistant Secretary, or, in the absence of both the Secretary
and Assistant Secretaries, an individual appointed by the Board
of Trustees or, in the absence of such appointment, an
individual appointed by the chairman of the meeting shall act as
secretary of the meeting.  In the event that the Secretary
presides at a meeting of the stockholders, an Assistant
Secretary, or, in the absence of Assistant Secretaries, an
individual appointed by the Board of Trustees or the chairman of
the meeting, shall record the minutes of the meeting.  Except to
the extent inconsistent with such rules and regulations as
adopted by the Board of Trustees, the chairman of any meeting of
the shareholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts
as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting.  Such rules, regulations or
procedures, whether adopted by the Board of Trustees or
prescribed by the chairman of the meeting, may include, without
limitation, the following:  (a) the establishment of an agenda
or order of business for the meeting; (b) the determination of
when the meeting shall formally commence; (c) the determination
of rules for adjournment of the meeting prior to or after the
formal commencement of the meeting; (d) concluding a meeting or
recessing or adjourning the meeting to a later date and time and
at a place announced at the meeting; (e) the determination of
when the polls shall open and close for any given matter to be
voted on at the meeting; (f) rules and procedures for
maintaining order at the meeting and the safety of those present,
including without limitation removing any individual who refuses
to comply with meeting procedures; (g) limitations on attendance
at and participation in the meeting to shareholders, their duly
authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (h) restrictions on
entry to the meeting after the time fixed for the commencement
thereof; (i) limitations on the time allotted to questions or
comments by shareholders; (j) the extent to which, if any, other
participants are permitted to speak; and (k) removing any
shareholder or any other individual who refused to comply with
meeting procedures, rules or guidelines as set forth by the
chairman of the meeting.
Postponements; Adjournments.  The Board of Trustees may, prior
to a meeting of shareholders being convened, postpone such
meeting from time to time to a date not more than 130 days after
the original record date.  The chairman of any meeting of the
shareholders may adjourn the meeting from time to time to
reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place, if
any, thereof and the means of remote communications, if any, by
which shareholders and proxyholders may be deemed to be present
in person and vote at such adjourned meeting are announced at
the meeting at which the adjournment is taken.  At the adjourned
meeting, the Fund may transact any business which might have
been transacted at the original meeting.  Any adjourned meeting
may be held as adjourned one or more times without further
notice not later than one hundred and thirty (130) days after
the record date.
ARTICLE II

TRUSTEES
Annual and Regular Meetings.  Meetings of the Trustees shall be
held from time to time upon the call of the Chairman, if any,
the President, the Secretary or any two Trustees. Regular
meetings of the Trustees may be held without call or notice and
shall generally be held quarterly. Except as required by
applicable law, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Trustees need be
stated in the notice or waiver of notice of such meeting, and no
notice need be given of action proposed to be taken by written
consent.
Chairman; Records.  The Chairman, if any, shall act as chairman
at all meetings of the Trustees; in absence of the Chairman, the
Trustees present shall elect one of their number to act as
temporary chairman. The results of all actions taken at a
meeting of the Trustees, or by the written consent of a majority
of the Trustees, shall be recorded by the Secretary of the Fund
or such other person appointed by the Board of Trustees as the
meeting secretary.
Qualification.
                  (a)	After Shares have been publicly offered,
only persons satisfying the following qualification requirements
applicable to all Trustees may be nominated, elected, appointed,
qualified or seated ("nominated or seated") to serve as a
Trustee unless a majority of the Board of Trustees then in
office shall have determined by resolution that failure to
satisfy a particular qualification requirement will not present
undue conflicts or impede the ability of the individual to
discharge the duties of a Trustee or the free flow of
information among Trustees or between the Fund's investment
adviser and the Board of Trustees:
                        (i)	An individual nominated or
seated as a Trustee shall be at least twenty-one (21)
years of age and not older than such age as shall be
set forth in a written instrument signed or adopted by
not less than two-thirds of the Trustees then in
office and not under legal disability;
                        (ii)	An individual nominated or
seated as a Trustee shall, at the time the individual
is nominated or seated, serve as a director of no more
than 5 companies having securities registered under
the Exchange Act or treated as public reporting
companies under any comparable regulatory regime
(investment companies having the same investment
adviser or investment advisers in a control
relationship with each other shall all be counted as a
single company for this purpose);
                        (iii)	Except as set forth in this
Section 2.3 of this Article II, an individual
nominated or seated as a Trustee shall not be an
employee, officer, partner, member, director or record
or beneficial owner of 5% or more of any class of
securities of (A) any investment adviser or person in
a control relationship with such investment adviser
(other than the Fund's investment adviser or any
investment adviser in a control relationship with the
Fund's investment adviser), (B) any collective
investment vehicle, including the Fund, primarily
engaged in the business of investing in "investment
securities" (as defined in the 1940 Act) (an
"investment fund") (other than by reason of being an
employee, officer, partner, member, director or
controlling person of the Fund's investment adviser,
any investment adviser in a control relationship with
the Fund's investment adviser or any person in a
control relationship with any of the foregoing) or (C)
an entity controlling or controlled by any investment
adviser (other than the Fund's investment adviser or
any investment adviser in a control relationship with
the Fund's investment adviser or any person in a
control relationship with any of the foregoing) or
investment fund;
                        (iv)	An individual nominated or
seated as a Trustee shall not have been charged
(unless such charges were dismissed or the individual
was otherwise exonerated) with a criminal offense
involving moral turpitude, dishonesty or breach of
trust, or have been convicted or have pled guilty or
nolo contendere with respect to a felony under the
laws of the United States or any state thereof;
                        (v)	An individual nominated or
seated as a Trustee shall not be and shall not have
been subject to any censure, order, consent decree
(including consent decrees in which the respondent has
neither admitted nor denied the findings) or adverse
final action of any federal, state or foreign
governmental or regulatory authority (including self-
regulatory organizations), barring or suspending such
individual from participation in or association with
any investment-related business or restricting such
individual's activities with respect to any
investment-related business (collectively, "Prohibited
Conduct"),  nor shall an individual nominated or
seated as a Trustee be the subject of any
investigation or proceeding that could reasonably be
expected to result in an individual nominated or
seated as a Trustee failing to satisfy the
requirements of this paragraph, nor shall any
individual nominated or seated as a Trustee be or have
engaged in any conduct which has resulted in, or could
have reasonably been expected or would reasonably be
expected to result in, the SEC censuring, placing
limitations on the activities, functions, or
operations of, suspending, or revoking the
registration of any investment adviser under Section
203(e) or (f) of the Investment Advisers Act of 1940;
                        (vi)	An individual nominated or
seated as a Trustee shall not be and shall not have
been the subject of any of the ineligibility
provisions contained in Section 9(a) of the 1940 Act
that would result in, or could have reasonably been
expected or would reasonably be expected to result in
such individual or a company of which such individual
is an affiliated person (as defined in Section 2(a)(3)
of the 1940 Act) being ineligible, in the absence of
an exemptive order under Section 9(c) of the 1940 Act,
to serve or act in the capacity of employee, officer,
director, member of an advisory board, investment
adviser, or depositor of any registered investment
company, or principal underwriter for any registered
investment company, registered unit investment trust,
or registered face-amount certificate company;
                        (vii)	An individual nominated or
seated as a Trustee shall not be and shall not have
been the subject of any of the ineligibility
provisions contained in Section 9(b) of the 1940 Act
that, in the absence of an exemptive order under
Section 9(c) of the 1940 Act, would permit, or could
reasonably have been expected or would reasonably be
expected to permit the SEC by order to prohibit,
conditionally or unconditionally, either permanently
or for a period of time, such individual from serving
or acting as an employee, officer, director, member of
an advisory board, investment adviser or depositor of,
or principal underwriter for, a registered investment
company or affiliated person (as defined in Section
2(a)(3) of the 1940 Act) of such investment adviser,
depositor, or principal underwriter;
                        (viii)	An individual nominated or
seated as an Independent Trustee shall  not be an
"interested person," as defined under Section 2(a)(19)
of the 1940 Act, of the Fund;
                        (ix)	An individual nominated or
seated as a Trustee shall not be the beneficial owner
of, or be a person party to an agreement, arrangement,
understanding or practice for sharing information or
decisions concerning shareholder actions or the
acquisition, disposition or voting of Shares, who in
the aggregate are the beneficial owners of 5% or more
of the outstanding shares of any class of Shares of
the Fund (each such person other than the Fund's
investment adviser, any investment adviser in a
control relationship with the Fund's investment
adviser or any person in a control relationship with
any of the foregoing, a "5% Holder") and shall not
have a Disclosure Relationship with a 5% Holder;
                        (x)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, be employed
or have been employed within the last two full
calendar years and current year by, or have, or have
had within the last two full calendar years and
current year any material commercial or professional
relationship with, any 5% Holder or any person who
controls, is controlled by, is under common control
with or acts in concert with any 5% Holder;
                        (xi)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, have accepted
directly or indirectly, during the calendar year of
the election for which such individual is nominated or
seated or during the immediately preceding calendar
year, any consulting, advisory, or other compensatory
fee from any 5% Holder or from any person who controls,
is controlled by, is under common control with or acts
in concert with any 5% Holder;
                        (xii)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, be an officer,
director, general partner or managing member (or
person performing similar functions) of any 5% Holder
or of any person who controls, is controlled by, is
under common control with or acting in concert with a
5% Holder;
                        (xiii)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, be employed
or have been employed within the last two full
calendar years and the current year by any investment
fund or any company or companies controlled by one or
more investment funds which in the aggregate
beneficially own (A) more than three percent (3%) of
the outstanding voting Shares of the Fund, (B)
securities issued by the Fund having an aggregate
value in excess of five percent (5%) of the total
assets of such investment fund and any company or
companies controlled by such investment fund, (C)
securities issued by the Fund and by all other
investment funds having an aggregate value in excess
of ten percent (10%) of the total assets of the
investment company making such investment and any
company or companies controlled by the investment fund
making such investment, or (D) together with other
investment funds having the same investment adviser
and companies controlled by such investment funds,
more than ten percent (10%) of the total outstanding
Shares of the Fund (an investment fund making such
investment(s) and any company or companies controlled
by it in the aggregate owning securities in excess of
the amounts set forth in (A), (B), (C) or (D), but
excluding any investment fund managed by the Fund's
investment adviser or an investment adviser in a
control relationship with the Fund's investment
adviser, being referred to as a "12(d) Holder"), or by
any person who controls, is controlled by, under
common control with or acts in concert with a 12(d)
Holder;
                        (xiv)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, have accepted
directly or indirectly, during the calendar year of
the election for which such individual is nominated or
seated, or during the immediately preceding calendar
year, any consulting, advisory, or other compensatory
fee from any 12(d) Holder or from any person who
controls, is controlled by, is under common control
with or acts in concert with any 12(d) Holder;
                        (xv)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, be an officer,
director, partner or managing member (or person
performing similar functions) of any 12(d) Holder or
of any person who controls, is controlled by, is under
common control with or is acting in concert with a
12(d) Holder; and
                        (xvi)	An individual nominated or
seated as a Trustee shall not, and any immediate
family member of such nominee shall not, control or
act in concert with any 12(d) Holder or any person who
controls, is controlled by, is under common control
with or is acting in concert with a 12(d) Holder.
Governance.  The Board of Trustees may from time to time require
all its members (including any individual nominated to serve as
a Trustee) to agree in writing as to matters of corporate
governance, business ethics and confidentiality while such
persons serve as a Trustee, such agreement to be on the terms
and in a form determined satisfactory by the Board of Trustees,
as amended and supplemented from time to time in the discretion
of the Board of Trustees.
ARTICLE III

OFFICERS
Officers of the Fund.  The officers of the Fund shall consist of
a President, a Secretary, a Treasurer and such other officers or
assistant officers as may be elected or authorized by the
Trustees. Any two or more of the offices may be held by the same
Person, except that the same person may not be both President
and Secretary.  No officer of the Fund need be a Trustee.
Election and Tenure.  At the initial organization meeting, the
Trustees shall elect the President, Secretary, Treasurer and
such other officers as the Trustees shall deem necessary or
appropriate in order to carry out the business of the Fund. Such
officers shall serve at the pleasure of the Trustees or until
their successors have been duly elected and qualified. The
Trustees may fill any vacancy in office or add any additional
officers at any time.
Removal of Officers.  Any officer may be removed at any time,
with or without cause, by action of a majority of the Trustees.
This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have
no effect upon any cause of action which any officer may have as
a result of removal in breach of a contract of employment. Any
officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any,
President, or Secretary, and such resignation shall take effect
immediately upon receipt by the Chairman, if any, President, or
Secretary, or at a later date according to the terms of such
notice in writing.
Bonds and Surety.  Any officer may be required by the Trustees
to be bonded for the faithful performance of such officer's
duties in such amount and with such sureties as the Trustees may
determine.
Chairman, President, and Vice Presidents.  The Chairman, if any,
shall, if present, preside at all meetings of the shareholders
and of the Trustees. The President shall be the chief executive
officer of the Fund and, subject to the control of the Trustees,
shall have general supervision, direction and control of the
business of the Fund and of its employees and shall exercise
such general powers of management as are usually vested in the
office of President of a corporation. Subject to direction of
the Trustees, the President shall each have power in the name
and on behalf of the Fund to execute any and all loans,
documents, contracts, agreements, deeds, mortgages, registration
statements, applications, requests, filings and other
instruments in writing, and to employ and discharge employees
and agents of the Fund. Unless otherwise directed by the
Trustees, the President shall have full authority and power, on
behalf of all of the Trustees, to attend and to act and to vote,
on behalf of the Fund at any meetings of business organizations
in which the Fund holds an interest, or to confer such powers
upon any other persons, by executing any proxies duly
authorizing such persons. The President shall have such further
authorities and duties as the Trustees shall from time to time
determine. In the absence or disability of the President, the
Vice-Presidents in order of their rank as fixed by the Trustees
or, if more than one and not ranked, the Vice-President
designated by the Trustees, shall perform all of the duties of
the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President.
Subject to the direction of the Trustees, and of the President,
each Vice-President shall have the power in the name and on
behalf of the Fund to execute any and all instruments in writing,
and, in addition, shall have such other duties and powers as
shall be designated from time to time by the Trustees or by the
President.
Secretary.  The Secretary shall maintain the minutes of all
meetings of, and record all votes of, shareholders, Trustees and
the Executive Committee, if any. The Secretary shall be
custodian of the seal of the Fund, if any, and the Secretary
(and any other person so authorized by the Trustees) shall affix
the seal, or if permitted, facsimile thereof, to any instrument
executed by the Fund which would be sealed by a Delaware
business corporation executing the same or a similar instrument
and shall attest the seal and the signature or signatures of the
officer or officers executing such instrument on behalf of the
Fund. The Secretary shall also perform any other duties commonly
incident to such office in a Delaware business corporation, and
shall have such other authorities and duties as the Trustees
shall from time to time determine.
Treasurer.  Except as otherwise directed by the Trustees, the
Treasurer shall have the general supervision of the monies,
funds, securities, notes receivable and other valuable papers
and documents of the Fund, and shall have and exercise under the
supervision of the Trustees and of the President all powers and
duties normally incident to the office. The Treasurer may
endorse for deposit or collection all notes, checks and other
instruments payable to the Fund or to its order. The Treasurer
shall deposit all funds of the Fund in such depositories as the
Trustees shall designate. The Treasurer shall be responsible for
such disbursement of the funds of the Fund as may be ordered by
the Trustees or the President. The Treasurer shall keep accurate
account of the books of the Fund's transactions which shall be
the property of the Fund, and which together with all other
property of the Fund in the Treasurer's possession, shall be
subject at all times to the inspection and control of the
Trustees. Unless the Trustees shall otherwise determine, the
Treasurer shall be the principal accounting officer of the Fund
and shall also be the principal financial officer of the Fund.
The Treasurer shall have such other duties and authorities as
the Trustees shall from time to time determine.
Other Officers and Duties.  The Trustees may elect such other
officers and assistant officers as they shall from time to time
determine to be necessary or desirable in order to conduct the
business of the Fund. Assistant officers shall act generally in
the absence of the officer whom they assist and shall assist
that officer in the duties of the office. Each officer, employee
and agent of the Fund shall have such other duties and authority
as may be conferred upon such person by the Trustees or
delegated to such person by the President.
ARTICLE IV

MISCELLANEOUS
Depositories.  The funds of the Fund shall be deposited in such
custodians as the Trustees shall designate and shall be drawn
out on checks, drafts or other orders signed by such officer,
officers, agent or agents (including the adviser, administrator
or manager), as the Trustees may from time to time authorize.
Signatures.  All contracts and other instruments shall be
executed on behalf of the Fund by its properly authorized
officers, agent or agents, as provided in the Declaration or By-
Laws or as the Trustees may from time to time by resolution
provide.
Seal.  The Fund is not required to have any seal, and the
adoption or use of a seal shall be purely ornamental and be of
no legal effect. The seal, if any, of the Fund, may be affixed
to any instrument, and the seal and its attestation may be
lithographed, engraved or otherwise printed on any document with
the same force and effect as if it had been imprinted and
affixed manually in the same manner and with the same force and
effect as if done by a Delaware business corporation. The
presence or absence of a seal shall have no effect on the
validity, enforceability or binding nature of any document or
instrument that is otherwise duly authorized, executed and
delivered.
Disclosure of Holdings.  The holders of Shares or other
securities of the Fund shall upon demand disclose to the
Trustees in writing such information with respect to direct and
indirect ownership, control over, holding with power to vote or
other beneficial ownership of Shares or other securities of the
Fund as the Trustees deem necessary or appropriate.
Governing Law.  These By-Laws and the rights of all parties and
the validity and construction of every provision hereof shall be
subject to and construed according to the laws of the state in
which the Fund was formed, although such law shall not be viewed
as limiting the powers otherwise granted to the Trustees
hereunder and any ambiguity shall be viewed in favor of such
powers.
Provisions in Conflict with Law or Regulation.
                  (a)	The provisions of these By-Laws are
severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with the
1940 Act, the regulated investment company provisions of the
Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted
a part of these By-Laws; provided, however, that such
determination shall not affect any of the remaining provisions
of these By-Laws or render invalid or improper any action taken
or omitted prior to such determination.
                  (b)	If any provision of these By-Laws shall be
held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other
provision of these By-Laws in any jurisdiction.
ARTICLE V

SHARE TRANSFERS
Transfer Agents, Registrars and the Like.  As provided in
Section 5.7 of the Declaration, the Trustees shall have
authority to employ and compensate such transfer agents and
registrars with respect to the Shares of the various classes and
series, if any, of the Fund as the Trustees shall deem necessary
or desirable. In addition, the Trustees shall have power to
employ and compensate such dividend disbursing agents, warrant
agents and agents for the reinvestment of dividends as they
shall deem necessary or desirable. Any of such agents shall have
such power and authority as is delegated to any of them by the
Trustees.
Transfer of Shares.  The Shares of the Fund shall be
transferable on the books of the Fund only upon delivery to the
Trustees or a transfer agent of the Fund of proper documentation
as provided in Section 5.8 of the Declaration. The Fund, or its
transfer agents, shall be authorized to refuse any transfer
unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is
proper.
Registered Shareholders.  The Fund may deem and treat the holder
of record of any Shares as the absolute owner thereof for all
purposes and shall not be required to take any notice of any
right or claim of right of any other person.
ARTICLE VI

AMENDMENT OF BY-LAWS
Amendment and Repeal of By-Laws.  In accordance with Section 3.8
of the Declaration, only the Trustees shall have the power to
amend or repeal the By-Laws or adopt new By-Laws at any time.
Action by the Trustees with respect to the By-Laws shall be
taken by an affirmative vote of a majority of the Trustees then
in office. The Trustees shall in no event adopt By-Laws which
are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related
provisions in the Declaration.

Amended by the Board of Trustees on:	 [___________], 2011

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>gut77b.txt
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of The Gabelli Utility Trust:


In planning and performing our audit of the financial statements
of The Gabelli Utility Trust ("the Fund") as of and for the year
ended December 31, 2010, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund's internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we do not express an
opinion on the effectiveness of the Fund's internal control over
financial reporting.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A fund's
internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the fund are being made only in
accordance with authorizations of management and trustees of the
fund; and (3)  provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely
basis.  A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined
above as of December 31, 2010.


This report is intended solely for the information and use of
management and the Board of Trustees of The Gabelli Utility Trust
and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified
parties.




/s/ PricewaterhouseCoopers LLP
New York, New York
February 28, 2011









PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
