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<TYPE>EX-99.77Q1 OTHR EXHB
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As amended and restated on December 10, 2006

BY-LAWS
OF
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND ("TRUST")
ARTICLE I

DEFINITIONS
      Any capitalized terms not defined herein shall have the
respective meanings given them in the Declaration of Trust of the
Trust as the same may be in effect from time to time.
ARTICLE II

OFFICES
	Section 1.	Principal Office.  Until changed by the Trustees,
the principal office of the Trust shall be 1001 Warrenville Road,
Suite 300, Lisle, Illinois 60532.  The Trust shall maintain a
registered agent for service of process in The Commonwealth of
Massachusetts unless such maintenance is not required by law.
	Section 2.	Other Offices.  The Trust may have offices in such
other places without as well as within The Commonwealth of
Massachusetts as the Trustees may from time to time determine.
ARTICLE III

SHAREHOLDERS
	Section 1.	Meetings.  Meetings of Shareholders may be called
at any time by the Chairman of the Board, the President or by at
least sixty-six and two-thirds percent (662/3%) of the Trustees
and shall be called by any Trustee upon written request, which
shall specify the purpose or purposes for which such meeting is
to be called, of Shareholders holding Shares representing in the
aggregate not less than fifty percent (50%) of the voting power
of the outstanding Shares entitled to vote on the matters
specified in such written request.  Any such meeting shall be
held within or without The Commonwealth of Massachusetts on such
day and at such time as the Trustees shall designate or as
designated by an Officer authorized by the Trustees to so
designate.  Any meeting so called may be postponed prior to the
meeting with notice to the Shareholders entitled to vote at that
meeting.
      Whenever a matter is required to be voted by Shareholders of
the Trust in the aggregate under the Declaration, if there is
then more than one class of Shares outstanding, the Trust may
either hold a meeting of Shareholders of all classes to vote on
such matter, or hold separate meetings of Shareholders of each of
the individual classes to vote on such matter, provided that
(i) such separate meetings shall be held within one year of each
other and (ii) a quorum of the individual classes shall be
present at each such separate meeting, and the votes of
Shareholders at all such separate meetings shall be aggregated in
order to determine if sufficient votes have been cast for such
matter to be voted.
	Section 2.	Quorum; Adjournments.  The holders of Shares
representing thirty-three and a third percent (33-1/3%) of the
voting power of the outstanding Shares entitled to vote present
in person or by proxy shall constitute a quorum at any meeting of
the Shareholders, except that where pursuant to any provision of
law, the Declaration or these By-Laws a vote shall be taken by
individual classes, then Shares representing thirty-three and a
third percent (33-1/3%) of the voting power of the aggregate
number of Shares of that class entitled to vote shall be
necessary to constitute a quorum for the transaction of business
by that class.  For the purposes of establishing whether a quorum
is present, all shares present and entitled to vote, including
abstentions and broker non-votes, shall be counted.
      	Any meeting of Shareholders may, by action of the chairman
of the meeting, be adjourned without further notice with respect
to one or more matters to be considered at such meeting to a
designated time and place, whether or not a quorum is present
with respect to such matter; upon motion of the chairman of the
meeting, the question of adjournment may be submitted to a vote
of the Shareholders, and in that case, any adjournment with
respect to one or more matters must be approved by the vote of
holders of a majority of the Shares present and entitled to vote
with respect to the matter or matters adjourned, and without
further notice.  Unless a proxy is otherwise limited in this
regard, any Shares present and entitled to vote at a meeting that
are represented by broker non-votes, may, at the discretion of
the proxies named therein, be voted in favor of such an
adjournment or adjournments.
	Section 3.	(a) Notice of Meetings.  Notice of all meetings of
Shareholders and any postponements thereof, stating the time,
place and purposes of the meeting, shall be given by the Trustees
in accordance with the Declaration, mailed or sent at least 10
days and not more than 90 days before the date for the meeting
set forth in such notice.  For any matter to be properly before
any annual or special meeting, the matter must be (i) specified
in the notice of meeting given by or at the direction of the
Board of Trustees, (ii) otherwise brought before the meeting by
or at the direction of the Board of Trustees or (iii) brought
before the meeting by a Shareholder in the manner specified in
Section 3(b) of these By-Laws.  Only the business stated in the
notice of the meeting shall be considered at such meeting.  Any
adjourned meeting may be held as adjourned without further
notice, even if the date of such adjourned meeting is more than
90 days after the notice of the original meeting was mailed or
sent.  No notice need be given to any Shareholder who shall have
failed to inform the Trust of the Shareholder's current address
or if a written waiver of notice, executed before or after the
meeting by the Shareholder or the Shareholder's attorney
thereunto authorized, is filed with the records of meeting.
Where separate meetings are held for Shareholders of a class to
vote on a matter required to be voted on by Shareholders of the
Trust in the aggregate, notice of each such separate meeting
shall be provided in the manner described above in this
Section 3(a).  Notices required by this Section may be sent or
delivered by any reasonable means, including by electronic means,
and any notice shall be deemed to have been made in accordance
with these By-Laws if such notice complies with any applicable
requirements of the 1940 Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") then in effect.
	(b)	Requirements for Matters to be Considered.  (i) With the
exception of nominations for Trustees and Shareholder proposals
submitted in accordance with the requirements of Rule 14a-8 under
the Exchange Act (or any successor provision thereto), only
matters proposed by the Trustees may be included in the Trust's
proxy materials.
	(ii)	In addition to any other requirements under applicable
law and the Declaration of Trust and these By-Laws, any proposal
to elect any person nominated by Shareholders for election as
Trustee and any other proposals by Shareholders may only be
brought before an annual meeting if timely written notice (the
"Shareholder Notice") is provided to the Secretary.  Unless a
greater or lesser period is required under applicable law, to be
timely, the Shareholder Notice must be delivered to or mailed and
received at the principal executive offices of the Trust not less
than forty-five (45) days nor more than sixty (60) days prior to
the first anniversary date of the date of the Trust's proxy
statement released to Shareholders for the prior year's annual
meeting; provided, however, if and only if the annual meeting is
not scheduled to be held within a period that commences
thirty (30) days before the first anniversary date of the annual
meeting for the preceding year and ends thirty (30) days after
such anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Annual Meeting Date"), such
Shareholder Notice must be given in the manner provided herein by
the later of the close of business on (i) the date
forty-five (45) days prior to such Other Annual Meeting Date or
(ii) the tenth (10th) business day following the date such Other
Annual Meeting Date is first publicly announced or disclosed.
      Any Shareholder submitting a nomination of any person or
persons (as the case may be) for election as a Trustee or
Trustees of the Trust shall deliver, as part of such Shareholder
Notice:  (i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and
nationality of the person or persons to be nominated; (B) the
class or series and number of all Shares of the Trust owned of
record or beneficially by each such person or persons, as
reported to such Shareholder by such nominee(s); (C) any other
information regarding each such person required by paragraphs
(a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph
(b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange
Act (or any successor provision thereto); (D) any other
information regarding the person or persons to be nominated that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of
proxies for election of Trustees or directors pursuant to Section
14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (E) whether such Shareholder believes any nominee
is or will be an "interested person" of the Trust (as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")
and, if not an "interested person," information regarding each
nominee that will be sufficient for the Trust to make such
determination; and (ii) the written and signed consent of any
person to be nominated to be named as a nominee and to serve as a
Trustee if elected.  In addition, the Trustees may require any
proposed nominee to furnish such other information as they may
reasonably require or deem necessary to determine the eligibility
of such proposed nominee to serve as a Trustee.
      Without limiting the foregoing, any Shareholder who gives a
Shareholder Notice of any matter proposed to be brought before a
Shareholder meeting (whether or not involving nominees for
Trustees) shall deliver, as part of such Shareholder Notice:
(i) the description of and text of the proposal to be presented;
(ii) a brief written statement of the reasons why such
Shareholder favors the proposal; (iii) such Shareholder's name
and address as they appear on the Trust's books; (iv) any other
information relating to the Shareholder 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 with respect
to the matter(s) proposed pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder; (v) the
class or series and number of all Shares of the Trust owned
beneficially and of record by such Shareholder; (vi) any material
interest of such Shareholder in the matter proposed (other than
as a Shareholder); (vii) a representation that the Shareholder
intends to appear in person or by proxy at the Shareholder
meeting to act on the matter(s) proposed; (viii) if the proposal
involves nominee(s) for Trustees, a description of all
arrangements or understandings between the Shareholder and each
proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by the
Shareholder; and (ix) in the case of a Shareholder (a "Beneficial
Owner") that holds Shares entitled to vote at the meeting through
a nominee or "street name" holder of record, evidence
establishing such Beneficial Owner's indirect ownership of, and
entitlement to vote, Shares at the meeting of Shareholders. As
used in this Section 3(b), Shares "beneficially owned" shall mean
all Shares which such person is deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
	(iii)	For purposes of this Section 3(b), a matter shall be
deemed to have been "publicly announced or disclosed" if such
matter is disclosed in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news
service, in a document publicly filed by the Trust with the
Securities and Exchange Commission, or in a Web site accessible
to the public maintained by the Trust or by its investment
adviser.
	(iv)	In no event shall an adjournment or postponement (or a
public announcement thereof) of a meeting of Shareholders
commence a new time period (or extend any time period) for the
giving of notice as provided in this Section 3(b).
	(v)	The person presiding at any annual or special meeting,
in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall have the power
and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly
given in the manner provided in this Section 3(b) and, if not so
given, shall direct and declare at the meeting that such nominees
and other matters shall not be considered.
	(vi)	Notwithstanding anything to the contrary in this
Section 3(b) or otherwise in these By-Laws, unless required by
federal law, no matter shall be considered at or brought before
any annual or special meeting unless such matter has been deemed
a proper matter for Shareholder action by at least sixty-six and
two-thirds percent (662/3%) of the Trustees.
	Section 4.	Record Date.  For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any
meeting or any adjournments or postponements thereof, or to
participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer
books for such period, not exceeding 30 days, as the Trustees may
determine; or without closing the transfer books the Trustees may
fix a date not more than 90 days prior to the date of any meeting
of Shareholders (before giving effect to any adjournments or
postponements thereof) or distribution or other action as a
record date for the determination of the persons to be treated as
Shareholders of record for such purpose, provided however that
the Trustees may delegate the determination of such dates to one
or more Officers of the Trust.  Where separate meetings are held
for Shareholders of each of the individual classes to vote on a
matter required to be voted on by Shareholders of the Trust in
the aggregate, the record date of each such separate meeting
shall be determined in the manner described above in this
Section 4.  Only Shareholders of record on the record date so
determined shall have the rights described in this Section,
notwithstanding any subsequent transfer of Shares on the books of
the Trust.  The Trustees also may select the time of day as of
which the calculations for determining how many votes each
Shareholder is entitled to pursuant to the Declaration shall be
performed.
	Section 5.	Proxies.  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.  Any Shareholder may give instructions through telephonic,
electronic or telegraphic methods of communication or via
facsimile or the Internet for another person to execute his or
her proxy, pursuant to procedures established by the Trust that
are reasonably designed to verify that such instructions have
been authorized by such Shareholder; and the placing of a
Shareholder's name on a proxy pursuant to such instructions shall
constitute execution of such proxy by or on behalf of such
Shareholder.  Pursuant to a vote of the Trustees, proxies may be
solicited in the name of one or more Trustees and/or one or more
of the officers of the Trust.  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 executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or
prior to its exercise, and the burden of proving invalidity shall
rest on the challenger.  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, such Share may be voted by such
guardian or such other person appointed or having such control,
and such vote may be given in person or by proxy.  Unless
otherwise specifically limited by their terms, proxies shall
entitle the holder thereof to vote at any postponements or
adjournments of a meeting.  A Shareholder who has submitted a
proxy may revoke or withdraw the proxy with respect to any matter
to be considered at a meeting or any adjournments or
postponements thereof if such revocation or withdrawal is
properly received prior to the vote on that matter.  A
Shareholder may also revoke a prior proxy prior to a vote on a
matter by delivering a duly executed proxy bearing a later date
or by attending the meeting or any adjournments or postponements
thereof and voting in person on the matter or matters.
	Section 6.	Inspection of Records.  The records of the Trust
shall be open to inspection by Shareholders to the same extent as
is permitted shareholders of a Massachusetts business
corporation, provided that the records need not be kept within
The Commonwealth of Massachusetts.
      Section 7.	  Conduct of Meetings.  Meetings of the
Shareholders shall be presided over by the Chairman, or, if the
Chairman is not present at the meeting, by another Trustee or
officer designated by the Chairman, or is there is no such
designee present at the meeting, then by the most senior officer
of the Trust present at the meeting and such person shall be
deemed for all purposes the chairman of the meeting.  The
chairman of the meeting shall determine the order of business of
the meeting and may prescribe such rules, regulations and
procedures and take such actions as, in the discretion of such
chairman, are appropriate for the proper conduct of the meeting
including, without limitation, (a) restricting admission to the
time set for the commencement of the meeting; (b) limiting
attendance at the meeting to Shareholders of record of the Trust,
their duly authorized proxies or other such persons as the
chairman of the meeting may determine; (c) limiting participation
at the meeting on any matter to Shareholders of record of the
Trust entitled to vote on such matter, their duly authorized
proxies or other such persons as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or
comments by participants; (e) maintaining order and security at
the meeting; (f) removing any Shareholder or any other person who
refuses to comply with meeting procedures, rules or guidelines as
set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place
announced at the meeting.  At all meetings of Shareholders,
unless voting is conducted by inspectors, all questions relating
to the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided by the
chairman of the meeting.  Unless otherwise determined by the
chairman of the meeting, meetings shall not be required to be
held in accordance with the rules of parliamentary procedure.
	Section 8.	Action without Meeting.  Any action which may be
taken by Shareholders may be taken without a meeting if
Shareholders holding Shares representing at least sixty-six and
two-thirds percent (662/3%) of the voting power of the Shares
entitled to vote on the matter (or such larger proportion thereof
as shall be required by law, the Declaration or these By-Laws for
approval of such matter) consent to the action in writing and the
written consents are filed with the records of the meetings of
Shareholders.  Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
ARTICLE IV

TRUSTEES
	Section 1.	Meetings of the Trustees.  The Trustees may in
their discretion provide for regular or stated meetings of the
Trustees.  Notice of regular or stated meetings need not be
given.  Meetings of the Trustees other than regular or stated
meetings shall be held whenever called by the Chairman or by any
Trustee.  Notice of the time and place of each meeting other than
regular or stated meetings shall be given by the Secretary or an
Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee, at least two days
before the meeting, or shall be faxed, cabled or sent by other
electronic means to each Trustee at the Trustee's business,
residence or electronic address, or personally delivered to the
Trustee, at least one day before the meeting.  Such notice may,
however, be waived by any Trustee.  Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed
by the Trustee before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack
of notice.  A notice or waiver of notice need not specify the
purpose of any meeting.  The Trustees may meet by means of a
telephone or video conference circuit or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.  Participation in a telephone or
video conference meeting shall constitute presence in person at
such meeting.  Any action required or permitted to be taken at
any meeting of the Trustees may be taken by the Trustees without
a meeting if a majority of the Trustees consent to the action in
writing and the written consents are filed with the records of
the Trustees' meetings.  Such a consent shall be treated as a
vote for all purposes.
	Section 2.	Quorum and Manner of Acting.  A majority of the
Trustees then in office shall constitute a quorum for the
transaction of business at any regular or special meeting and
(except as otherwise required by law, the Declaration or these
By-Laws) the act of a majority of the Trustees present at any
such meeting, at which a quorum is present, shall be the act of
the Trustees.  In the absence of a quorum, a majority of the
Trustees present may adjourn the meeting from time to time until
a quorum shall be present.  Notice of an adjourned meeting need
not be given.  Meetings of the Trustees shall be presided over by
the Chairman, or, if the Chairman is not present at the meeting,
by another Trustee designated by the Chairman, or is there is no
such designee present at the meeting, then by a person appointed
to act as chairman of the meeting by the remaining Trustees
present at the meeting.
	Section 3.	Chairman.  The Trustees may elect from their own
number a Chairman, to hold office until his or her successor
shall have been duly elected and qualified.  If the Chairman is
present at a meeting of the Trustees or Shareholders, the
Chairman shall preside at such meeting.  The Chairman shall have
such other duties as may be assigned to him or her from time to
time by the Trustees.
	Section 4.	Counsel and Experts.  The Trustees of the Trust who
are not "interested persons" of the Trust pursuant to the 1940
Act may, by vote of a majority of such Trustees, at the Trust's
expense, engage such counsel, accountants, appraisers or other
experts or consultants whose services such Trustees may, in their
discretion, determine to be necessary or desirable from time to
time.

	Section 5.   Classification of Trustees.  (a) Prior to the
2007 annual meeting of shareholders or, with respect to a Trust
formed following the date of these By-Laws, prior to the public
offering of the Common Shares, the Trustees shall classify
themselves by resolution into the following three classes to be
elected by the holders of the outstanding Common Shares and
outstanding Preferred Shares, voting together as a single class:
Class I, Class II and Class III.  The classes shall be of
approximately equal size.  At the 2007 annual meeting or, with
respect to a Trust formed following the date of these By-Laws,
prior to the public offering of the Common Shares, Trustees of
Class I shall be elected to the Board of Trustees for a term
expiring at the first succeeding annual meeting subsequent to
their election, Trustees of Class II shall be elected to the
Board of Trustees for a term expiring at the second succeeding
annual meeting subsequent to their election and Trustees of Class
III shall be elected to the Board of Trustees for a term expiring
at the third succeeding annual meeting subsequent to their
election, in each case until their respective successors are
elected and qualified.  At each subsequent annual meeting, the
Trustees chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the Trustees whom
they succeed and shall be elected for a term expiring at the
third succeeding annual meeting subsequent to their election, in
each case until their respective successors are elected and
qualified.

(b) When and if Preferred Shares are issued, the Trustees shall
designate by resolution two Trustees to be elected solely by the
holders of the outstanding Preferred Shares, voting separately as
a single class (the "Preferred Trustees").  At the 2007 annual
meeting or the first annual meeting of shareholders following the
issuance of the Preferred Shares, as applicable, the Preferred
Trustees shall be elected to the Board of Trustees for a term
expiring at the first succeeding annual meeting subsequent to
their election, in each case until their respective successors
are elected and qualified.  At each subsequent annual meeting,
the Preferred Trustees shall be elected for a term expiring at
the next succeeding annual meeting subsequent to their election
held for the election of Trustees of Class I, Class II or Class
III, in each case until their respective successors are elected
and qualified.

(c) Notwithstanding the foregoing, nothing in this Section 5
shall impair the power of the Board of Trustees to appoint
Trustees, as provided in the Declaration of Trust, in the case of
a vacancy by reason of the incapacity, death, resignation,
retirement or removal of any Trustee or by reason of an increase
in number of Trustees.
ARTICLE V

COMMITTEES AND ADVISORY BOARD
	Section 1.	Executive and Other Committees.  The Trustees may
elect from their own number an Executive Committee to consist of
not less than two Trustees to hold office at the pleasure of the
Trustees.  While the Trustees are not in session, the Executive
Committee shall have the power to conduct the current and
ordinary business of the Trust, including the purchase and sale
of securities and the designation of securities to be delivered
upon redemption of Shares of the Trust, the terms of any
underwriting of Shares of the Trust, and such other powers of the
Trustees as the Trustees may, from time to time, delegate to the
Executive Committee except those powers which by the Declaration
or these By-Laws the Trustees are prohibited from so delegating.
The Trustees may also elect other Committees (which Committees
may include individuals who are not Trustees) from time to time,
the number comprising such Committees, the powers conferred upon
the same (subject to the same limitations as with respect to the
Executive Committee) and the terms of membership on such
Committees to be determined by the Trustees.  The Trustees may
designate a chairman of any such Committee.  In the absence of
such designation a Committee may elect its own chairman.
	Section 2.	Meeting, Quorum and Manner of Acting.  The Trustees
may (i) provide for stated meetings of any Committee,
(ii) specify the manner of calling and notice required for
special meetings of any Committee, (iii) specify the number of
members of a Committee required to constitute a quorum and the
number of members of a Committee required to exercise specified
powers delegated to such Committee, (iv) authorize the making of
decisions to exercise specified powers by written assent of the
requisite number of members of a Committee without a meeting, and
(v) authorize the members of a Committee to meet by means of a
telephone or video conference circuit.  Notwithstanding the
foregoing, in the absence of such provision, specification or
authorization by the Trustees, the provisions of these By-Laws
applicable to meetings and actions by the Trustees shall apply,
mutatis mutandis, to meetings of, and the exercise of powers
delegated to, a Committee.
      Each Committee may keep regular minutes of its meetings and
shall keep records of decisions taken without a meeting and cause
them to be recorded in a book designated for that purpose and
kept in the office of the Trust.
	Section 3.	Advisory Board.  The Trustees may appoint an
Advisory Board to consist in the first instance of not less than
three members.  Members-of such Advisory Board shall not be
Trustees or officers and need not be Shareholders.  A member of
such Advisory Board shall hold office for such period as the
Trustees may by vote provide and may resign therefrom by a
written instrument signed by him or her which shall take effect
upon its delivery to the Trustees.  The Advisory Board shall have
no legal powers and shall not perform the functions of Trustees
in any manner, such Advisory Board being intended merely to act
in an advisory capacity.  Such Advisory Board shall meet at such
times and upon such notice as the Trustees may by resolution
provide.
ARTICLE VI

OFFICERS
	Section 1.	General Provisions.  The officers of the Trust
shall be a President, a Treasurer or a Controller, a Chief
Compliance Officer and a Secretary, who shall be elected by the
Trustees.  The Trustees may elect or appoint such other officers
or agents as the business of the Trust may require, including one
or more Vice Presidents, one or more Assistant Treasurers or
Assistant Controllers and one or more Assistant Secretaries.  The
Trustees may delegate to any officer or committee the power to
appoint any subordinate officers or agents.
	Section 2.	Term of Office and Qualifications.  Except as
otherwise provided by law, the Declaration or these By-Laws, each
of the President, the Treasurer (or Controller), the Chief
Compliance Officer and the Secretary shall be in office until his
or her resignation is accepted by the Trustees or until his or
her respective successor shall have been duly elected and
qualified, or in each case until he or she sooner dies or is
removed.  All other officers shall hold office at the pleasure of
the Trustees.  Any two or more offices, except those of President
and Vice-President, may be held by the same person.  Any officer
may be, but none need be, a Trustee or Shareholder.
	Section 3.	Removal.  The Trustees, at any regular or special
meeting of the Trustees, may remove any officer with or without
cause by a vote of a majority of the trustees.  Any officer or
agent appointed by any officer or Committee may be removed with
or without cause by such appointing officer or Committee.
	Section 4.	Powers and Duties of the President.  The President
shall be the principal executive officer of the Trust.  Subject
to the control of the Trustees and any committee of the Trustees,
the President shall at all times exercise a general supervision
and direction over the affairs of the Trust.  The President shall
have the power to employ attorneys and counsel for the Trust and
to employ such subordinate officers, agents, clerks and employees
as he or she may find necessary to transact the business of the
Trust.  The President shall also have the power to grant, issue,
execute or sign such powers of attorney, proxies or other
documents as may be deemed advisable or necessary in the
furtherance of the interests of the Trust.  The President shall
have such other powers and duties as, from time to time, may be
conferred upon or assigned to him or her by the Trustees.
	Section 5.	Powers and Duties of Vice Presidents.  In the
absence or disability of the President, the Vice President or, if
there be more than one Vice President, any Vice President
designated by the Trustees shall perform all the duties and may
exercise any of the powers of the President, subject to the
control of the Trustees.  Each Vice President shall perform such
other duties as may be assigned to him or her from time to time
by the Trustees or the President.
	Section 6.	Powers and Duties of the Treasurer (or Controller).
The Treasurer shall be the principal financial and accounting
officer of the Trust.  The Treasurer shall deliver all funds of
the Trust that may come into his or her hands to such custodian
as the Trustees may employ.  The Treasurer shall render a
statement of condition of the finances of the Trust to the
Trustees as often as they shall require the same and shall in
general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him or her by the Trustees.  The Treasurer shall give
a bond for the faithful discharge of his or her duties, if
required to do so by the Trustees, in such sum and with such
surety or sureties as the Trustees shall require.  The principal
financial and accounting officer of the Trust may be the
Controller instead of the Treasurer, in which case all provisions
of these By-Laws concerning the Treasurer shall be deemed to
refer to the Controller instead.
	Section 7.	Powers and Duties of the Chief Compliance Officer.
The Chief Compliance Officer shall be the principal compliance
officer of the Trust.  The Chief Compliance Officer shall have
full responsibility and authority to develop and enforce
appropriate policies and procedures for the Trust.  The Chief
Compliance Officer shall have sufficient seniority and authority
to compel others to adhere to the compliance policies and
procedures of the Trust.  The Chief Compliance Officer shall be
appointed by the Trustees and may only be removed by the
Trustees.  The Chief Compliance Officer shall report periodically
to the Trustees with respect to compliance matters and at least
annually meet separately in executive session with the
independent Trustees, without other officers or interested
Trustees.  The Chief Compliance Officer shall annually review the
policies and procedures of the Trust and prepare an annual
written report to the Trustees outlining at a minimum the
operation of the policies and procedures of the Trust and each
service provider since the last report; any material changes made
to the policies and procedures since the last report; any
recommendations for material changes to the policies and
procedures as a result of the annual review; and any material
compliance matters since the date of the last report.
	Section 8.	Powers and Duties of the Secretary.  The Secretary
shall keep the minutes of all meetings of the Shareholders in
proper books provided for that purpose; shall keep the minutes of
all meetings of the Trustees; shall have custody of the seal of
the Trust, if any, and shall have charge of the Share transfer
books, lists and records unless the same are in the charge of the
Transfer Agent, The Secretary shall attend to the giving and
serving of all notices by the Trust in accordance with the
provisions of these By-Laws and as required by law; and subject
to these By-Laws, shall in general perform all the duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him or her by the Trustees.
	Section 9.	Powers and Duties of Assistant Treasurers.  In the
absence or disability of the Treasurer, any Assistant Treasurer
designated by the Trustees shall perform all the duties, and may
exercise any of the powers, of the Treasurer.  Each Assistant
Treasurer shall perform such other duties as from time to time
may be assigned to him or her by the Trustees.  Each Assistant
Treasurer shall give a bond for the faithful discharge of his or
her duties, if required to do so by the Trustees, in such sum and
with such surety or sureties as the Trustees shall require.  If
the principal financial and accounting officer of the Trust is
the Controller, all provisions of these By-Laws concerning
Assistant Treasurers shall be deemed to refer to Assistant
Controllers.
	Section 10.	Powers and Duties of Assistant Secretaries.  In the
absence or disability of the Secretary, any Assistant Secretary
designated by the Trustees shall perform all of the duties, and
may exercise any of the powers, of the Secretary.  Each Assistant
Secretary shall perform such other duties as from time to time
may be assigned to him or her by the Trustees.
	Section 11.	Compensation.  Subject to any applicable law or
provision of the Declaration, the compensation of the officers,
Trustees, and members of the Advisory Board, if any, shall be
fixed from time to time by the Trustees or, in the case of
officers, by any committee of officers upon whom such power may
be conferred by the Trustees.  No officer shall be prevented from
receiving such compensation as such officer by reason of the fact
that he or she is also a Trustee.
ARTICLE VII

FISCAL YEAR
      The fiscal year of the Trust shall be determined by
resolution of the Board of Trustees.
ARTICLE VIII

SEAL
      The Trustees may adopt a seal, which shall be in such form
and shall have such inscription thereon as the Trustees may from
time to time prescribe.
ARTICLE IX

NOTICES
      A written notice shall be deemed to have been sent if
mailed, faxed, cabled or sent by other electronic means.  Any
notice shall be deemed to be given at the time when the same
shall be mailed, faxed, cabled or sent by other electronic means.
Whenever any notice is required to be given by law, the
Declaration or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE X

SHARES OF THE TRUST
	Section 1.	Share Certificates.  No certificates certifying the
ownership of Shares shall be issued, except as the Trustees may
otherwise determine from time to time.  In the event that
certificates are so authorized, certificates representing Shares
shall be signed in the name of the Trust by the Chairman of the
Board, the President or a Vice President, and by the Secretary or
an Assistant Secretary (which signatures may be either manual or
facsimile, engraved or printed), or, in the case of one or more
global certificates issued to a depository, may otherwise be
signed in accordance with the requirements of such depository.
In case the Chairman of the Board or any officer who shall have
signed such certificates shall have ceased to hold such position
or office before such certificates shall be issued, they may
nevertheless be issued by the Trust with the same effect as if
such person were still in such position or office at the date of
their issuance.  Transfers of Shares represented by a certificate
shall be made only on surrender of any certificate or
certificates for such Shares properly endorsed.
	Section 2.	Lost, Destroyed or Mutilated Certificates.  The
holder of any certificate representing Shares shall immediately
notify the Trust of any loss, destruction or mutilation of such
certificate, and the Trust may issue a new certificate in the
place of any certificate theretofore issued by it which the
holder thereof shall allege to have been lost or destroyed or
which shall have been mutilated, and the Trustees may, in their
discretion, require such owner or his legal representatives to
give to the Trust a bond in such sum, limited or unlimited, and
in such form and with such surety or sureties, as the Trustees in
their absolute discretion shall determine, to indemnify the Trust
against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or the
issuance of a new certificate.  Anything herein to the contrary
notwithstanding, the Trustees, in their absolute discretion, may
refuse to issue any such new certificate, except as otherwise
required by law.
ARTICLE XI

AMENDMENTS
      These By-Laws, or any of them, may be altered, amended,
repealed or restated, or new By-Laws may be adopted, at any time
by at least sixty-six and two-thirds percent (662/3%) of the
Trustees.

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