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

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