EX-99.b.
                              Amended and Restated
                                     BY-LAWS

                                       of

                                 ABERDEEN FUNDS
                           A Delaware Statutory Trust
                                  (the "Trust")

                          (Adopted September 27, 2007,
                  As amended and restated December [12], 2007)

     These Amended and Restated  By-Laws amend and restate the original  By-Laws
dated  September 27, 2007 pursuant to Article VIII,  Section 2, of such original
By-Laws,  as hereinafter  provided.  These By-Laws may contain any provision not
inconsistent  with applicable law or the  Declaration of Trust,  relating to the
governance  of  the  Trust.   Unless  otherwise   specified  in  these  By-Laws,
capitalized terms used in these By-Laws shall have the meanings assigned to them
in the  Declaration  of Trust.  Every  Shareholder  by virtue of having become a
Shareholder shall be bound by these By-Laws.

                                    ARTICLE I
                                   DEFINITIONS

     Section  1.  Whenever  used  herein  the  following  terms  shall  have the
following meanings:

          (a) "1940 Act"  shall mean the  Investment  Company  Act of 1940,  the
     rules and  regulations  thereunder,  all as adopted or amended from time to
     time;

          (b) "Board of Trustees" or "Board"  shall mean the  governing  body of
     the Trust,  that is  comprised of the number of Trustees of the Trust fixed
     from time to time  pursuant  to  Article  IV of the  Declaration  of Trust,
     having the powers and duties set forth therein;

          (c)  "By-Laws"  shall mean these  by-laws of the Trust,  as amended or
     restated from time to time in accordance with Article VIII hereof;

          (d)  "Certificate  of Trust" shall mean the certificate of trust filed
     with the  office  of the  Secretary  of State of the State of  Delaware  as
     required under the DSTA to form the Trust, as amended or restated from time
     to time;

          (e)  "Class"  shall  mean  each  class of  Shares of the Trust or of a
     Series of the Trust established and designated under and in accordance with
     the provisions of Article III of the Declaration of Trust;

          (f) "Code" shall mean the Internal  Revenue Code of 1986 and the rules
     and regulations thereunder, all as adopted or amended from time to time;

          (g)  "Commission"  shall have the meaning  given that term in the 1940
     Act;

          (h)  "DSTA"  shall  mean the  Delaware  Statutory  Trust  Act (12 Del.
     C.ss.3801, et seq.), as amended from time to time;

          (i) "Declaration of Trust" shall mean the Agreement and Declaration of
     Trust of the Trust, as amended or restated from time to time;

          (j) "Investment  Adviser" or "Adviser" shall mean a Person, as defined
     below, furnishing services to the Trust pursuant to any investment advisory
     or investment  management contract described in Article IV, Section 8(a) of
     the Declaration of Trust;

          (k)  "Person"  shall  mean  a  natural  person,  partnership,  limited
     partnership,   limited  liability  company,  trust,  estate,   association,
     corporation,  organization,  custodian,  nominee or any other individual or
     entity in its own or any  representative  capacity,  in each case,  whether
     domestic or foreign, and a statutory trust or a foreign statutory trust;

          (l)  "Series"  shall  refer to each Series of Shares  established  and
     designated  under and in accordance  with the  provisions of Article III of
     the Declaration of Trust;

          (m) "Shares" shall mean the transferable shares of beneficial interest
     into which the beneficial  interest in the Trust shall be divided from time
     to time, and shall include fractional and whole shares;

          (n) "Shareholder" shall mean a record owner of Shares;

          (o)  "Trust"  shall  refer  to the  Delaware  statutory  trust  formed
     pursuant to the Declaration of Trust and the Certificate of Trust which was
     filed with the office of the  Secretary  of State of the State of Delaware;
     and

          (p)  "Trustee"  or  "Trustees"  shall refer to each  signatory  to the
     Declaration  of Trust as a trustee and all other Persons who may, from time
     to time, be duly elected or  appointed,  qualified and serving on the Board
     of Trustees in accordance with the provisions hereof and the Declaration of
     Trust,  so long as such  signatory or other  Person  continues in office in
     accordance with the terms hereof and of the Declaration of Trust. Reference
     herein to a Trustee or the  Trustees  shall refer to such Person or Persons
     in such  Person's or Persons'  capacity as a trustee or trustees  hereunder
     and under the Declaration of Trust.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any
place within or outside the State of Delaware  designated  by the Board.  In the
absence of any such  designation by the Board,  Shareholders'  meetings shall be
held at the offices of the Trust.

     Section  2.  NOTICE OF  SHAREHOLDERS'  MEETING.  Notice of any  meeting  of
Shareholders shall be given to each Shareholder entitled to vote at such meeting
in  accordance  with Section 3 of this Article II not less than fifteen (15) nor
more than one hundred and twenty (120) days before the date of the meeting.  The
notice shall specify (i) the place,  date and hour of the meeting,  and (ii) the
general  nature of the business to be transacted  and to the extent  required by
the 1940 Act, the purpose or purposes thereof.

     Section 3. MANNER OF GIVING NOTICE.  Notice of any meeting of  Shareholders
shall be given either personally or by United States mail,  courier,  cablegram,
telegram, facsimile or electronic mail, or other form of communication permitted
by then current law,  charges  prepaid,  addressed to the  Shareholder or to the
group of  Shareholders  at the same  address  as may be  permitted  pursuant  to
applicable  laws, or as Shareholders  may otherwise  consent,  at the address of
that  Shareholder  appearing  on the books of the Trust or its transfer or other
duly authorized agent or provided in writing by the Shareholder to the Trust for
the  purpose  of  notice.  Notice  shall be  deemed to be given  when  delivered
personally,  deposited in the United  States mail or with a courier,  or sent by
cablegram,   telegram,  facsimile  or  electronic  mail.  If  no  address  of  a
Shareholder  appears on the Trust's  books or has been  provided in writing by a
Shareholder,  notice shall be deemed to have been duly given  without a mailing,
or  substantial  equivalent  thereof,  if such notice  shall be available to the
Shareholder on written demand of the Shareholder at the offices of the Trust.

     If any notice addressed to a Shareholder at the address of that Shareholder
appearing on the books of the Trust or that has been provided in writing by that
Shareholder  to the Trust for the  purpose of notice,  is  returned to the Trust
marked to indicate  that the notice to the  Shareholder  cannot be  delivered at
that  address,  all future  notices or reports shall be deemed to have been duly
given without  further  mailing,  or  substantial  equivalent  thereof,  if such
notices  shall  be  available  to  the  Shareholder  on  written  demand  of the
Shareholder at the offices of the Trust.

     Section 4. ADJOURNED MEETING; NOTICE. Any Shareholders' meeting, whether or
not a quorum is present,  may be  adjourned  from time to time,  and at any time
during the course of a meeting, for any reason whatsoever by vote of the holders
of Shares  entitled  to vote  holding  not less than a  majority  of the  Shares
present in person or by proxy at the meeting, or by the chairperson of the Board
or chairperson of the meeting, the president of the Trust, in the absence of the
chairperson of the Board or chairperson of the meeting, or any vice president or
other  authorized  officer of the Trust,  in the absence of the  president.  Any
adjournment  may be made with  respect  to any  business  which  might have been
transacted  at such  meeting  and any  adjournment  will not delay or  otherwise
affect  the  effectiveness  and  validity  of  any  business  transacted  at the
Shareholders' meeting prior to adjournment.

     When any  Shareholders'  meeting is  adjourned  to  another  time or place,
written notice need not be given of the adjourned  meeting if the time and place
thereof are announced at the meeting at which the  adjournment is taken,  unless
after the adjournment,  a new record date is fixed for the adjourned meeting, or
unless the  adjournment is for more than sixty (60) days, in which case,  notice
shall be given to each  Shareholder of record  entitled to vote at the adjourned
meeting in  accordance  with the  provisions of Sections 2 and 3 of this Article
II. At any adjourned  meeting,  any business may be  transacted  that might have
been transacted at the original meeting.

     Section 5. VOTING.

          (a) The  Shareholders  entitled to vote at any meeting of Shareholders
     and the  Shareholder  vote  required to take action shall be  determined in
     accordance  with  the  provisions  of  the  Declaration  of  Trust.  Unless
     determined by the inspector of the meeting to be advisable, the vote on any
     question need not be by written ballot.

          (b) Unless  otherwise  determined by the Board at the time it approves
     an action to be submitted to the  Shareholders  for  approval,  Shareholder
     approval  of an  action  shall  remain  in  effect  until  such time as the
     approved  action is implemented or the  Shareholders  vote to the contrary.
     Notwithstanding  the  foregoing,  an  agreement  of merger,  consolidation,
     conversion or reorganization  may be terminated or amended  notwithstanding
     prior approval if so authorized by such agreement of merger, consolidation,
     conversion  or  reorganization  pursuant to Section 3815 of the DSTA and/or
     pursuant to the Declaration of Trust, these By-Laws and Section 3806 of the
     DSTA.

     Section 6. WAIVER OF NOTICE BY CONSENT OF ABSENT  SHAREHOLDERS.  Attendance
by a Shareholder,  in person or by proxy, at a meeting shall constitute a waiver
of notice of that  meeting  with  respect to that  Shareholder,  except when the
Shareholder  attends the meeting for the express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Whenever notice of a Shareholders'  meeting
is required to be given to a Shareholder under the Declaration of Trust or these
By-Laws,  a written waiver thereof,  executed before or after the time notice is
required  to be given,  by such  Shareholder  or his or her  attorney  thereunto
authorized, shall be deemed equivalent to such notice. The waiver of notice need
not specify the purpose of, or the business to be transacted at, the meeting.

     Section 7. PROXIES.  Every Shareholder  entitled to vote for Trustees or on
any other matter that may properly  come before the meeting shall have the right
to do so either in person or by one or more agents authorized by a written proxy
executed by the Shareholder and filed with the secretary of the Trust; provided,
that an  alternative  to the  execution  of a written  proxy may be permitted as
described  in the next  paragraph  of this  Section  7. A proxy  shall be deemed
executed  if the  Shareholder's  name is placed on the proxy  (whether by manual
signature,  typewriting,  telegraphic or electronic  transmission (as defined in
Section 3806 of the DSTA) or otherwise) by the Shareholder or the  Shareholder's
attorney-in-fact. A valid proxy that does not state that it is irrevocable shall
continue in full force and effect unless  revoked by the  Shareholder  executing
it, or using one of the permitted  alternatives  to execution,  described in the
next  paragraph,  by a written  notice  delivered to the  secretary of the Trust
prior to the exercise of the proxy or by the  Shareholder's  attendance and vote
in person at the meeting; provided,  however, that no proxy shall be valid after
the expiration of eleven (11) months from the date of the proxy unless otherwise
expressly  provided in the proxy. The revocability of a proxy that states on its
face that it is  irrevocable  shall be governed by the provisions of the General
Corporation Law of the State of Delaware.

     With respect to any Shareholders' meeting, the Board, or, in case the Board
does not act, the president,  any vice  president or the  secretary,  may permit
proxies by  electronic  transmission  (as defined in Section  3806 of the DSTA),
telephonic, computerized,  telecommunications or other reasonable alternative to
the  execution of a written  instrument  authorizing  the holder of the proxy to
act. A proxy  with  respect  to Shares  held in the name of two or more  Persons
shall be valid if executed,  or a permitted alternative to execution is used, by
any one of them unless,  at or prior to the exercise of the proxy, the secretary
of the Trust receives a specific  written notice to the contrary from any one of
them. A proxy purporting to be 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 with the challenger.

     Section 8. INSPECTORS. Before any meeting of Shareholders,  the chairperson
of the Board or chairperson of the meeting, or in the absence of the chairperson
of the Board or  chairperson of the meeting,  the president of the Trust,  or in
the absence of the president,  any vice president or other authorized officer of
the Trust,  may  appoint  any person  other than  nominees  for office to act as
inspector  at  the  meeting  or any  adjournment.  If any  person  appointed  as
inspector  fails to appear or fails or refuses to act,  the  chairperson  of the
Board or chairperson of the meeting, or in the absence of the chairperson of the
Board or  chairperson  of the meeting,  the  president  of the Trust,  or in the
absence of the president,  any vice president or other authorized officer of the
Trust, shall appoint a person to fill the vacancy. Such appointments may be made
by such officers in person or by telephone.

     The inspector shall:

          (a)  determine the number of Shares and the voting power of each,  the
               Shares represented at the meeting,  the existence of a quorum and
               the authenticity, validity and effect of proxies;

          (b)  receive votes or ballots;

          (c)  hear  and  determine  all  challenges  and  questions  in any way
               arising in connection with the right to vote;

          (d)  count and tabulate all votes;

          (e)  determine when the polls shall close;

          (f)  determine the result of voting; and

          (g)  do any other acts that may be proper to conduct  the  election or
               vote with fairness to all Shareholders.

     Section 9. CHAIRPERSON OF THE MEETING.  The Board of Trustees may appoint a
chairperson  of the  meeting  for the  purpose  of  presiding  at a  meeting  of
shareholders  ("Shareholder Meeting Chair"). The Shareholder Meeting Chair shall
exercise  and perform  such  powers and duties as  assigned  to the  Shareholder
Meeting  Chair by the Board of  Trustees or  prescribed  by these  By-Laws.  The
designation of  Shareholder  Meeting Chair  terminates  upon the earlier of: (i)
termination  by the  Board of  Trustees,  or (ii) the final  adjournment  of the
shareholder meeting for which the Shareholder Meeting Chair was appointed.

                                  ARTICLE III
                                    TRUSTEES

     Section 1. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board may be held at any place  within or outside the State of Delaware  that is
designated  from time to time by the Board,  the chairperson of the Board, or in
the absence of the  chairperson of the Board,  the president of the Trust, or in
the absence of the president,  any vice president or other authorized officer of
the Trust. In the absence of such a designation,  regular meetings shall be held
at the offices of the Trust. Any meeting,  regular or special, may be held, with
respect  to one or more  participating  Trustees,  by  conference  telephone  or
similar communication  equipment,  so long as all Trustees  participating in the
meeting  can hear one  another,  and all such  Trustees  shall be  deemed  to be
present in person at such meeting.

     Section 2. REGULAR MEETINGS. Regular meetings of the Board shall be held at
such  time and  place  as shall  from  time to time be fixed by the  Board,  the
chairperson of the Board, or in the absence of the chairperson of the Board, the
president of the Trust,  or in the absence of the president,  any vice president
or other authorized  officer of the Trust.  Regular meetings may be held without
notice.

     Section 3. SPECIAL MEETINGS.  Special meetings of the Board for any purpose
or purposes may be called at any time by any  Trustee,  the  chairperson  of the
Board, or in the absence of the  chairperson of the Board,  the president of the
Trust,  or in  the  absence  of the  president,  any  vice  president  or  other
authorized officer of the Trust.

     Notice of the purpose,  time and place of special  meetings (or of the time
and place for each  regular  meeting for which  notice is given)  shall be given
personally,  sent by first-class mail, courier,  cablegram or telegram,  charges
prepaid,  or by facsimile or electronic mail,  addressed to each Trustee at that
Trustee's  address as has been  provided  to the Trust for  purposes  of notice;
provided, that, in case of a national,  regional or local emergency or disaster,
which prevents such notice,  such notice may be given by any means  available or
need not be given if no means are  available.  In case the notice is mailed,  it
shall be deemed to be duly given if deposited in the United States mail at least
seven (7) days before the time the meeting is to be held.  In case the notice is
given  personally  or is given by courier,  cablegram,  telegram,  facsimile  or
electronic  mail,  it shall be deemed  to be duly  given if  delivered  at least
twenty-four (24) hours before the time of the holding of the meeting. The notice
need not  specify  the place of the  meeting if the meeting is to be held at the
offices of the Trust.

     Section 4. WAIVER OF NOTICE.  Whenever  notice is required to be given to a
Trustee  under this Article,  a written  waiver of notice signed by the Trustee,
whether before or after the time notice is required to be given, shall be deemed
equivalent  to notice.  The waiver of notice need not specify the purpose of, or
the business to be transacted  at, the meeting.  All such waivers shall be filed
with the  records  of the Trust or made a part of the  minutes  of the  meeting.
Attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting,  except when the Trustee attends the meeting for the express purpose of
objecting  at the  beginning of the meeting to the  transaction  of any business
because the meeting is not lawfully called or convened.

     Section 5. ADJOURNMENT.  A majority of the Trustees present at a meeting of
the Board,  whether or not a quorum is  present,  may  adjourn  such  meeting to
another time and place.  Any adjournment  will not delay or otherwise affect the
effectiveness  and validity of any business  transacted  at the meeting prior to
adjournment. At any adjourned meeting at which a quorum is present, any business
may be transacted  which might have been transacted at the meeting as originally
called.

     Section  6.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and  place of an
adjourned  meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. If the adjournment is for more
than  thirty  (30) days after the date of the  original  meeting,  notice of the
adjourned meeting shall be given to each Trustee.

     Section 7.  CHAIRPERSON  OF THE BOARD.  The Board of  Trustees  may elect a
Chairperson  for the purpose of  presiding  at meetings of the Board of Trustees
(the  "Chairperson").  The  Chairperson  shall  exercise  and perform such other
powers and duties as may be from time to time assigned to the Chairperson by the
Board of Trustees or prescribed by these By-Laws.  The  Chairperson may delegate
his or her powers and duties to the Trustees or officers of the Trust that he or
she  deems  appropriate,  provided  that  such  delegation  is  consistent  with
applicable legal and regulatory requirements.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1.  COMMITTEES  OF  TRUSTEES.  The Board  may,  by  majority  vote,
designate  one or more  committees of the Board,  each  consisting of two (2) or
more Trustees, to serve at the pleasure of the Board. The Board may, by majority
vote,  designate one or more Trustees as alternate members of any such committee
who may replace  any absent  member at any  meeting of the  committee.  Any such
committee,  to the extent  provided by the Board,  shall have such  authority as
delegated to it by the Board from time to time, except with respect to:

     (a)  the approval of any action which under the Declaration of Trust, these
          By-Laws  or  applicable  law also  requires  Shareholder  approval  or
          requires approval by a majority of the entire Board or certain members
          of the Board;

     (b)  the filling of  vacancies  on the Board or on any  committee  thereof;
          provided  however,  that such committee may nominate  Trustees to fill
          such vacancies, subject to the Trust's compliance with the 1940 Act;

     (c)  the amendment,  restatement  or repeal of the  Declaration of Trust or
          these  By-Laws or the  adoption of a new  Declaration  of Trust or new
          By-Laws;

     (d)  the amendment or repeal of any resolution of the Board; or

     (e)  the  designation of any other committee of the Board or the members of
          such committee.

     Section 2. MEETINGS AND ACTION OF BOARD COMMITTEES. Meetings and actions of
any committee of the Board shall, to the extent applicable, be held and taken in
the manner provided in Article IV of the Declaration of Trust and Article III of
these  By-Laws,  with such  changes in the context  thereof as are  necessary to
substitute  the committee and its members for the Board and its members,  except
that the time of regular  meetings of any committee may be determined  either by
the Board or by the  committee.  Special  meetings of any  committee may also be
called by  resolution  of the Board or such  committee,  and  notice of  special
meetings of any committee shall also be given to all alternate members who shall
have the right to attend all meetings of the committee.  The Board may from time
to time adopt other rules for the governance of any committee.

     Section 3. ADVISORY COMMITTEES.  The Board may appoint one or more advisory
committees  comprised of such number of  individuals  appointed by the Board who
may meet at such time, place and upon such notice,  if any, as determined by the
Board. Such advisory committees shall have no power to require the Trust to take
any specific action.

                                   ARTICLE V
                                    OFFICERS

     Section 1.  OFFICERS.  The  officers of the Trust shall be a  President,  a
Secretary  and a Treasurer.  The Trust may also have,  at the  discretion of the
Board, a Chief Executive  Officer, a Chief Financial Officer, a Chief Accounting
Officer, one or more vice presidents, one or more assistant vice presidents, one
or more assistant secretaries,  one or more assistant treasurers, and such other
officers,  who shall have such authority and perform such duties as are provided
in the  Declaration  of Trust,  these By-Laws or as the Board,  or to the extent
permitted by the Board, as the president,  may from time to time determine.  Any
number  of  offices  may be held by the  same  person,  except  the  offices  of
president and vice president.

     Section 2.  APPOINTMENT  OF  OFFICERS.  The  officers of the Trust shall be
appointed  by the  Board,  or to the  extent  permitted  by  the  Board,  by the
president,  and each shall serve at the pleasure of the Board,  or to the extent
permitted by the Board, at the pleasure of the president, subject to the rights,
if any, of an officer under any contract of employment.

     Section 3. REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights,  if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause,  by the Board at any regular or special meeting of
the Board, or, to the extent permitted by the Board, by the president.

     Any officer may resign at any time by giving  written  notice to the Trust.
Such resignation shall take effect upon receipt unless specified to be effective
at some later time and unless otherwise specified in such notice, the acceptance
of the resignation shall not be necessary to make it effective.  Any resignation
is without  prejudice to the rights,  if any, of the Trust under any contract to
which the officer is a party.

     Section 4. VACANCIES IN OFFICES.  A vacancy in any office because of death,
resignation,  removal,  incapacity  or other cause shall be filled in the manner
prescribed in these By-Laws for regular appointment to that office.

     Section 5. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Trustees to the Chairperson,  if there be such an officer,
the  president  shall,  subject to the  control of the Board of  Trustees,  have
general  supervision,  direction and control of the business and the officers of
the Trust.

     Section  6.  VICE  PRESIDENTS.  In  the  absence,   resignation,   removal,
incapacity or death of the president,  the vice presidents,  if any, in order of
their rank as fixed by the Board or if not ranked,  a vice president  designated
by the Board,  shall  exercise all the powers and perform all the duties of, and
be subject to all the  restrictions  upon, the president  until the  president's
return,  his  incapacity  ceases  or a new  president  is  appointed.  Each vice
president  shall have such other  powers and perform  such other  duties as from
time to time may be prescribed by the Board or the president,  or as provided in
the Declaration of Trust or these By-Laws.

     Section 7.  SECRETARY.  The secretary shall keep or cause to be kept at the
offices  of the Trust or such  other  place as the  Board  may  direct a book of
minutes  of  all  meetings  and  actions  (including  consents)  of  the  Board,
committees of the Board and  Shareholders.  The secretary shall keep a record of
the time and place of such meetings, whether regular or special, and if special,
how authorized,  the notice given,  the names of those present at Board meetings
or committee  meetings,  the number of Shares present or represented by proxy at
Shareholders' meetings, and the proceedings.

     The secretary  shall cause to be kept at the offices of the Trust or at the
office of the Trust's transfer or other duly authorized  agent, a share register
or a duplicate share register  showing the names of all  Shareholders  and their
addresses,  the number,  Series and Classes  (if  applicable)  of Shares held by
each, the number and date of  certificates,  if any,  issued for such Shares and
the  number  and date of  cancellation  of  every  certificate  surrendered  for
cancellation.

     The secretary shall give or cause to be given notice of all meetings of the
Shareholders  and of the Board  required  by the  Declaration  of  Trust,  these
By-Laws or by  applicable  law to be given and shall have such other  powers and
perform such other duties as may be  prescribed by the Board or the president of
the Trust, or as provided in the Declaration of Trust or these By-Laws.

     Section 8.  TREASURER.  The Treasurer  shall be responsible for the general
supervision  over the care and  custody  of the  funds,  securities,  and  other
valuable effects of the Trust and shall deposit the same or cause the same to be
deposited in the name of the Trust in such depositories as the Board of Trustees
may  designate;  shall  disburse the funds of the Trust as may be ordered by the
Board of Trustees;  shall have supervision over the accounts of all receipts and
disbursements  of the Trust;  disburse  the funds of the  Trust;  shall have the
power and  authority  to perform the duties  usually  incident of his office and
those  duties as may be assigned to him from time to time by the Board or by the
Chief Financial  Officer and Chief Accounting  Officer;  and shall render to the
Chief Financial  Officer and Chief  Accounting  Officer and the Board,  whenever
they request it, an account of all of his transactions as Treasurer.

     Section 9. CHIEF EXECUTIVE OFFICER.  The Chief Executive  Officer,  if any,
shall,  subject to the supervision,  direction and control of the President,  be
the principal  executive  officer and shall have such other powers and duties as
may be prescribed by the Board of Trustees or these By-Laws.

     Section 10. CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER. The Chief
Financial Officer,  if any, and/or the Chief Accounting  Officer, if any, shall,
whenever  required  by the Board of  Trustees,  render  or cause to be  rendered
financial  statements  of the Trust;  supervise  the  investment of its funds as
ordered or authorized by the Board,  taking proper  vouchers  therefor;  provide
assistance to the Audit  Committee of the Board and report to such  Committee as
necessary;  be  designated  as principal  accounting  officer  and/or  principal
financial  officer for purposes  ofss.32 of the 1940  Act,ss.302 of the Sarbanes
Oxley Act of 2002 andss.6 of the  Securities  Act of 1933;  keep and maintain or
cause to be kept and  maintained  adequate  and  correct  books and  records  of
accounts of the  properties  and business  transactions  of the Trust (and every
Series and Class thereof), including accounts of assets, liabilities,  receipts,
disbursements,  gains,  losses,  capital retained earnings and shares;  have the
power and authority to perform the duties  usually  incident of such offices and
those  duties as may be assigned to him,  her or them,  from time to time by the
Board; and render to the President, the Chief Executive Officer, if any, and the
Board, whenever one of them or they request it, an account of all of his, her or
their  transactions as Chief Financial  Officer and/or Chief Accounting  Officer
and of the financial condition of the Trust.

                                   ARTICLE VI
                               RECORDS AND REPORTS

     Section 1.  MAINTENANCE AND INSPECTION OF SHARE  REGISTER.  The Trust shall
keep at its offices or at the office of its  transfer  or other duly  authorized
agent, records of its Shareholders,  that provide the names and addresses of all
Shareholders and the number,  Series and Classes, if any, of Shares held by each
Shareholder.  Such records may be inspected  during the Trust's regular business
hours by any Shareholder, or its duly authorized representative, upon reasonable
written  demand  to the  Trust,  for  any  purpose  reasonably  related  to such
Shareholder's interest as a Shareholder.

     Section 2.  MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS.
The Trust shall keep at its offices the original or a copy of the Declaration of
Trust and these  By-Laws,  as amended or restated from time to time,  where they
may be inspected  during the Trust's regular  business hours by any Shareholder,
or its duly authorized  representative,  upon  reasonable  written demand to the
Trust, for any purpose reasonably  related to such  Shareholder's  interest as a
Shareholder.

     Section 3.  MAINTENANCE  AND  INSPECTION OF OTHER  RECORDS.  The accounting
books and records and minutes of proceedings of the Shareholders, the Board, any
committee of the Board or any advisory  committee shall be kept at such place or
places  designated by the Board or, in the absence of such  designation,  at the
offices  of the  Trust.  The  minutes  shall  be kept in  written  form  and the
accounting  books and  records  shall be kept  either in written  form or in any
other form capable of being converted into written form.

     If information is requested by a  Shareholder,  the Board,  or, in case the
Board does not act, the president,  any vice  president or the secretary,  shall
establish reasonable standards  governing,  without limitation,  the information
and documents to be furnished and the time and the location, if appropriate,  of
furnishing such  information and documents.  Costs of providing such information
and documents shall be borne by the requesting  Shareholder.  The Trust shall be
entitled to reimbursement  for its direct,  out-of-pocket  expenses  incurred in
declining  unreasonable  requests  (in  whole or in  part)  for  information  or
documents.

     The Board,  or, in case the Board  does not act,  the  president,  any vice
president or the secretary,  may keep  confidential  from  Shareholders for such
period of time as the Board or such officer, as applicable, deems reasonable any
information that the Board or such officer,  as applicable,  reasonably believes
to be in the nature of trade secrets or other information that the Board or such
officer,  as the case may be, in good  faith  believes  would not be in the best
interests  of the  Trust to  disclose  or that  could  damage  the  Trust or its
business or that the Trust is required by law or by agreement with a third party
to keep confidential.

     Section 4.  INSPECTION  BY TRUSTEES.  Every Trustee shall have the absolute
right during the Trust's regular  business hours to inspect all books,  records,
and  documents  of every kind and the  physical  properties  of the Trust.  This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

                                  ARTICLE VII
                                 GENERAL MATTERS

     Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or
other  orders for payment of money,  notes or other  evidences  of  indebtedness
issued in the name of or payable  to the Trust  shall be signed or  endorsed  by
such  person or persons  and in such manner as the Board from time to time shall
determine.

     Section 2. CONTRACTS AND INSTRUMENTS;  HOW EXECUTED.  The Board,  except as
otherwise provided in the Declaration of Trust and these By-Laws,  may authorize
any  officer or  officers  or agent or agents,  to enter  into any  contract  or
execute any  instrument  in the name of and on behalf of the Trust or any Series
thereof and this authority may be general or confined to specific instances.

     Section 3.  CERTIFICATES  FOR SHARES.  A certificate  or  certificates  for
Shares  may be  issued to  Shareholders  at the  discretion  of the  Board.  All
certificates  shall be signed in the name of the Trust by the Trust's  president
or vice president, and by the Trust's treasurer or an assistant treasurer or the
secretary or any assistant  secretary,  certifying  the number of Shares and the
Series and Class thereof,  if any, owned by the  Shareholder.  Any or all of the
signatures  on the  certificate  may be a  facsimile.  In case  any  officer  or
transfer  or other  duly  authorized  agent who has  signed  or whose  facsimile
signature has been placed on a certificate  shall have ceased to be such officer
or transfer or other duly authorized agent before such certificate is issued, it
may be issued  by the  Trust  with the same  effect  as if such  person  were an
officer  or  transfer  or other  duly  authorized  agent  at the date of  issue.
Notwithstanding the foregoing, the Trust may adopt and use a system of issuance,
recordation and transfer of its shares by electronic or other means.

     Section 4. LOST CERTIFICATES.  Except as provided in this Section 4, no new
certificates for Shares shall be issued to replace an old certificate unless the
latter is  surrendered  to the Trust and  cancelled at the same time.  The Board
may, in case any Share  certificate  or  certificate  for any other  security is
lost, stolen, or destroyed,  authorize the issuance of a replacement certificate
on such terms and conditions as the Board may require, including a provision for
indemnification  of the Board and the Trust secured by a bond or other  adequate
security  sufficient  to protect the Trust and the Board  against any claim that
may be made against either, including any expense or liability on account of the
alleged loss,  theft,  or destruction of the  certificate or the issuance of the
replacement certificate.

     Section 5.  REPRESENTATION  OF SHARES OF OTHER ENTITIES HELD BY TRUST.  The
Trust's  president or any vice  president or any other person  authorized by the
Board or by any of the foregoing designated  officers,  is authorized to vote or
represent on behalf of the Trust, or any Series  thereof,  any and all shares of
any  corporation,  partnership,  trust,  or other  entity,  foreign or domestic,
standing in the name of the Trust or such Series thereof.  The authority granted
may be  exercised  in  person or by a proxy  duly  executed  by such  authorized
person.

     Section 6. TRANSFERS OF SHARES.  Shares are transferable,  if authorized by
the Declaration of Trust, only on the record books of the Trust by the Person in
whose  name  such  Shares  are  registered,  or by his or  her  duly  authorized
attorney-in-fact or representative.  Shares represented by certificates shall be
transferred  on the  books of the  Trust  upon  surrender  for  cancellation  of
certificates  for the same  number of Shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of the  signature  as the Trust or its agents may  reasonably
require.  Upon receipt of proper transfer instructions from the registered owner
of uncertificated Shares, such uncertificated Shares shall be transferred on the
record books to the Person entitled  thereto,  or  certificated  Shares shall be
made to the Person entitled  thereto and the transaction  shall be recorded upon
the books of the Trust.  The Trust,  its transfer agent or other duly authorized
agents may refuse  any  requested  transfer  of  Shares,  or request  additional
evidence of authority  to  safeguard  the assets or interests of the Trust or of
its  Shareholders,  in their sole  discretion.  In all cases of  transfer  by an
attorney-in-fact,  the original  power of attorney,  or an official copy thereof
duly certified, shall be deposited and remain with the Trust, its transfer agent
or  other  duly   authorized   agent.   In  case  of  transfers  by   executors,
administrators,  guardians or other legal  representatives,  duly  authenticated
evidence of their authority shall be presented to the Trust,  its transfer agent
or other duly authorized  agent,  and may be required to be deposited and remain
with the Trust, its transfer agent or other duly authorized agent.

     Section 7. HOLDERS OF RECORD.  The record books of the Trust as kept by the
Trust,  its transfer agent or other duly  authorized  agent, as the case may be,
shall be conclusive as to the identity of the  Shareholders  of the Trust and as
to the number,  Series and Classes,  if any, of Shares held from time to time by
each such Shareholder. The Trust shall be entitled to treat the holder of record
of any  Share as the  owner  thereof  and,  accordingly,  shall  not be bound to
recognize  any equitable or other claim to or interest in such Share on the part
of any other Person, whether or not the Trust shall have express or other notice
thereof.

     Section 8.  FISCAL  YEAR.  The fiscal  year of the Trust,  and each  Series
thereof, shall be determined by the Board.

     Section 9. HEADINGS; REFERENCES. Headings are placed herein for convenience
of  reference  only and shall not be taken as a part hereof or control or affect
the meaning,  construction or effect of this  instrument.  Whenever the singular
number is used  herein,  the same shall  include  the  plural;  and the  neuter,
masculine  and feminine  genders shall include each other,  as  applicable.  Any
references  herein to specific  sections  of the DSTA,  the Code or the 1940 Act
shall  refer to such  sections  as  amended  from time to time or any  successor
sections thereof.

     Section 10. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

     (a)  The  provisions  of these By-Laws are  severable,  and if the Board of
          Trustees shall determine, with the advice of counsel, that any of such
          provisions is in conflict with the Declaration of Trust, the 1940 Act,
          the Code, the DSTA, or with other applicable laws and regulations, the
          conflicting  provision shall be deemed not to have  constituted a part
          of  these   By-Laws  from  the  time  when  such   provisions   became
          inconsistent with such laws or regulations;  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 VIII
                                   AMENDMENTS

     Section  1.  AMENDMENT  BY  SHAREHOLDERS.  These  By-Laws  may be  amended,
restated or repealed or new By-Laws may be adopted by the affirmative  vote of a
majority of votes cast at a  Shareholders'  meeting  called for that purpose and
where a quorum of Shareholders of the Trust is present.

     Section 2.  AMENDMENT  BY  TRUSTEES.  These  By-Laws  may also be  amended,
restated or  repealed  or new By-Laws may be adopted by the Board,  by a vote of
the Board as set forth in Article IV, Section 3(d) of the Declaration of Trust.

     Section 3. OTHER AMENDMENT. Subject to the 1940 Act, these By-Laws may also
be amended  pursuant to Article IX,  Section 3 of the  Declaration  of Trust and
Section 3815(f) of the DSTA.

Adopted:  September 27, 2007
Amended and Restated:  December [12], 2007