<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>ggdeal77q12.txt
<TEXT>
THE GDL FUND
Exhibit 2- 77(Q)1(a)

THE GDL FUND
AMENDED & RESTATED BY-LAWS

            These By-Laws are made and adopted pursuant to Section
3.8 of the Amended and Restated Declaration of Trust
establishing The GDL Fund (the "Fund  XE "Fund"  ") dated as of
February   , 2011  as from time to time amended (hereinafter
called the "Declaration  XE "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  XE "12d Holder"  " shall have the
meaning set forth in Section 2.3(a)(xiii) of Article II of these
By-Laws.
            "1940 Act  XE "1940 Act"  " shall mean the Investment
Company Act of 1940 and the rules and regulations promulgated
thereunder.
            "5% Holder  XE "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  XE "By-Laws"  " shall mean these By-Laws of
the Fund as amended or restated from time to time by the
Trustees.
            "Code  XE "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  XE "Exchange Act"  " shall mean the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder.
            "immediate family member  XE "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  XE "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  XE "investment company"  " shall
have the meaning set forth in Section 2.3(a)(iii) of Article II
of these By-Laws.
            "nominated or seated  XE "nominated or seated"  "
shall have the meaning set forth in Section 2.3(a) of Article II
of these By-Laws.
            "person  XE "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  XE "Prohibited Conduct"  " shall
have the meaning set forth in Section 2.3(a)(v) of Article II of
these By-Laws.
            "Proposed Nominee  XE "Proposed Nominee"  " shall have
the meaning set forth in Section 1.9(d)(i) of Article I of these
By-Laws.
            "Proposed Nominee Associate  XE "Proposed Nominee
Associated Person"  " of any Proposed Nominee shall mean any
person who has a Disclosable Relationship with such Proposed
Nominee.
            "proxy access rules  XE "proxy access rules"  " shall
have the meaning set forth in Section 1.9(g) of Article I of
these By-Laws.
            "SEC  XE "SEC"  " shall mean the U.S. Securities and
Exchange Commission.
            "Shareholder Associate  XE "Shareholder Associated
Person"  " of any beneficial or record shareholder of Shares
shall mean any person who has a Disclosable Relationship with
such beneficial or record shareholder.
            "Shares  XE "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  XE
"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  XE "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
            Section 1.1	Chairman .  Except as otherwise provided
in Section 1.10 of these Bylaws, 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.
            Section 1.2	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.
            Section 1.3	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.
            Section 1.4	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.
            Section 1.5	Special Meetings of Shareholders .
                  (a)	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.
                  (b)	Any shareholder(s) of record seeking to
request a special meeting shall send written notice to the
Secretary (the "Special Meeting Request"  XE "Record Date
Request Notice"  ) 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.
                  (c)	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.
                  (d)	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).
            Section 1.6	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.
            Section 1.7	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.
            Section 1.8	Nature of Business at Annual Meetings
of Shareholders .
                  (a)	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.
                  (b)	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.
                  (c)	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.
                  (d)	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.
                  (e)	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.
                  (f)	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.
                  (g)	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).
                  (h)	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.
            Section 1.9	Nomination of Trustees .
                  (a)	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.
                  (b)	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.
                  (c)	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.
                  (d)	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  XE
"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.
                  (e)	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.
                  (f)	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.
                  (g)	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  XE "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.
                  (h)	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.
            Section 1.10	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.
            Section 1.11	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
            Section 2.1	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.
            Section 2.2	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.
            Section 2.3	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  XE "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  XE "investment company"  ") (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  XE "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  XE "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  XE
"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.
            Section 2.4	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
            Section 3.1	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.
            Section 3.2	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.
            Section 3.3	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.
            Section 3.4	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.
            Section 3.5	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.
            Section 3.6	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.
            Section 3.7	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.
            Section 3.8	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
            Section 4.1	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.
            Section 4.2	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.
            Section 4.3	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.
            Section 4.4	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.
            Section 4.5	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.
            Section 4.6	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
            Section 5.1	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.
            Section 5.2	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.
            Section 5.3	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
            Section 6.1	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:  February    , 2011


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