<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>3
<FILENAME>eeifiibylaw.txt
<DESCRIPTION>BY-LAWS
<TEXT>
                                     BY-LAWS

                                       OF

                   EATON VANCE ENHANCED EQUITY INCOME FUND II

                                    ARTICLE I

                                  The Trustees

SECTION 1.  NUMBER OF  TRUSTEES.  The number of  Trustees  shall be fixed by the
Trustees,  provided, however, that such number shall at no time be less than two
or exceed fifteen.

                                   ARTICLE II

                           Officers and Their Election

SECTION  1.  OFFICERS.  The  officers  of the  Trust  shall  be a  President,  a
Treasurer,  a Secretary,  and such other  officers or agents as the Trustees may
from time to time  elect.  It shall not be  necessary  for any  Trustee or other
officer to be a holder of shares in the Trust.

SECTION 2. ELECTION OF OFFICERS.  The  Treasurer  and Secretary  shall be chosen
annually by the Trustees. The President shall be chosen annually by and from the
Trustees.  Except for the offices of the  President and  Secretary,  two or more
offices may be held by a single  person.  The  officers  shall hold office until
their successors are chosen and qualified.

SECTION 3.  RESIGNATIONS  AND  REMOVALS.  Any officer of the Trust may resign by
filing a written resignation with the President or with the Trustees or with the
Secretary,  which  shall  take  effect  on being so filed or at such time as may
otherwise  be  specified  therein.  The  Trustees  may at any meeting  remove an
officer.

                                   ARTICLE III

                   Powers and Duties of Trustees and Officers

SECTION 1.  TRUSTEES.  The business and affairs of the Trust shall be managed by
the  Trustees,  and they shall have all powers  necessary and desirable to carry
out that  responsibility,  so far as such powers are not  inconsistent  with the
laws of the  Commonwealth of  Massachusetts,  the Declaration of Trust, or these
By-Laws.

SECTION 2. EXECUTIVE AND OTHER COMMITTEES. The Trustees may elect from their own
number an  executive  committee  to consist of not less than three nor more than
five  members,  which  shall have the power and duty to conduct  the current and
ordinary  business of the Trust while the Trustees are not in session,  and such
other powers and duties as the  Trustees may from time to time  delegate to such
committee.  The Trustees  may also elect from their own number other  committees
from time to time, the number composing such committees and the powers conferred
upon the same to be determined by the Trustees.  Without limiting the generality
of the foregoing,  the Trustees may appoint a committee  consisting of less than
the whole number of Trustees then in office, which committee may be empowered to

<PAGE>
act for and bind the  Trustees and the Trust,  as if the acts of such  committee
were  the  acts  of all  the  Trustees  then  in  office,  with  respect  to the
institution,  prosecution, dismissal, settlement, review, investigation or other
disposition of any dispute,  claim,  action,  suit or proceeding  which shall be
pending or threatened to be brought before any court,  administrative  agency or
other adjudicatory body.

SECTION 3.  CHAIRMAN OF THE TRUSTEES.  The Trustees  may, but need not,  appoint
from  among  their  number a  Chairman.  When  present  he shall  preside at the
meetings of the  shareholders  and of the Trustees.  He may call meetings of the
Trustees and of any committee  thereof whenever he deems it necessary.  He shall
be an  executive  officer  of this  Trust and shall  have,  with the  President,
general supervision over the business and policies of this Trust, subject to the
limitations imposed upon the President, as provided in Section 4 of this Article
III.

SECTION 4.  PRESIDENT.  In the  absence of the  Chairman  of the  Trustees,  the
President  shall  preside at all  meetings of the  shareholders.  Subject to the
Trustees and to any committees of the Trustees, within their respective spheres,
as  provided  by  the  Trustees,  he  shall  at all  times  exercise  a  general
supervision and direction over the affairs of the Trust. He shall have the power
to employ  attorneys  and counsel  for the Trust and to employ such  subordinate
officers,  agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue,  execute or
sign such  powers  of  attorney,  proxies  or other  documents  as may be deemed
advisable  or  necessary  in  furtherance  of the  interests  of the Trust.  The
President  shall have such other powers and duties as, from time to time, may be
conferred upon or assigned to him by the Trustees.

SECTION  5.  TREASURER.  The  Treasurer  shall be the  principal  financial  and
accounting  officer of the Trust.  He shall deliver all funds and  securities of
the Trust  which may come  into his hands to such bank or trust  company  as the
Trustees  shall  employ as  custodian  in  accordance  with  Article  III of the
Declaration  of Trust.  He shall make annual  reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records,  and
he shall furnish such other reports  regarding the business and condition as the
Trustees may from time to time require.  The Treasurer shall perform such duties
additional to foregoing as the Trustees may from time to time designate.

SECTION 6.  SECRETARY.  The Secretary shall record in books kept for the purpose
all  votes  and  proceedings  of the  Trustees  and the  shareholders  at  their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall  perform such duties  additional to the foregoing as the Trustees may from
time to time designate.

SECTION 7. OTHER OFFICERS.  Other officers elected by the Trustees shall perform
such duties as the Trustees may from time to time designate.

SECTION 8. COMPENSATION. The Trustees and officers of the Trust may receive such
reasonable  compensation  from the Trust for the  performance of their duties as
the Trustees may from time to time determine.

                                       2

<PAGE>
                                   ARTICLE IV

                            Meetings of Shareholders

SECTION 1. MEETINGS.  Meetings of shareholders,  at which the shareholders shall
elect  Trustees and transact such other business as may properly come before the
meeting,  shall be held  annually  so long as  required  by the  American  Stock
Exchange,  New York Stock  Exchange or such other  exchange or trading system on
which shares are principally traded.  Meetings of the shareholders (or any class
or series)  may be called at any time by the  President,  and shall be called by
the President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees,  or at the written request of the holder or holders of
twenty-five  percent  (25%) or more of the total  number of the then  issued and
outstanding  shares  of the Trust  entitled  to vote at such  meeting.  Any such
request shall state the purposes of the proposed meeting.

SECTION 2. PLACE OF MEETINGS.  Meetings of the shareholders shall be held at the
principal  place of  business  of the Trust in Boston,  Massachusetts,  unless a
different  place  within the United  States is  designated  by the  Trustees and
stated as specified in the respective  notices or waivers of notice with respect
thereto.

SECTION 3.  NOTICE OF  MEETINGS.  Notice of all  meetings  of the  shareholders,
stating the time,  place and the  purposes  for which the  meetings  are called,
shall be given by the  Secretary to each  shareholder  entitled to vote thereat,
and to each  shareholder  who under the By-Laws is entitled to such  notice,  by
delivering (by electronic,  telephonic,  computerized or other alternative means
as may be approved by resolutions  adopted by the trustees,  which authorization
is received not more than six months before delivery of such notice) or mailing,
postage  paid,  addressed  to such  address as it appears  upon the books of the
Trust,  at least ten days no more than ninety days before the time fixed for the
meeting,  and the person given such notice shall make an affidavit  with respect
thereto.  If any  shareholder  shall  have  failed  to  inform  the Trust of his
address,  no  notice  need be  sent  to him.  No  notice  need be  given  to any
shareholder if a written waiver of notice,  executed before or after the meeting
by the  shareholder  or his  attorney  thereunto  authorized,  is filed with the
records of the meeting.

SECTION 4. QUORUM.  Except as otherwise  provided by law, to constitute a quorum
for the transaction of any business at any meeting of  shareholders,  there must
be present, in person or by proxy,  holders of a majority of the total number of
shares of the then issued and  outstanding  shares of the Trust entitled to vote
at such  meeting;  provided that if a class (or series) of shares is entitled to
vote as a separate  class (or  series) on any  matter,  then in the case of that
matter a quorum  shall  consist of the holders of a majority of the total number
of shares of the then  issued and  outstanding  shares of that class (or series)
entitled to vote at the meeting.  Shares  owned  directly or  indirectly  by the
Trust, if any, shall not be deemed outstanding for this purpose.

     If a quorum, as above defined,  shall not be present for the purpose of any
vote that may properly come before any meeting of  shareholders  at the time and
place of any  meeting,  the  shareholders  present  in  person  or by proxy  and
entitled to vote at such meeting on such matter holding a majority of the shares
present and entitled to vote on such matter may by vote adjourn the meeting from
time to  time  to be held at the  same  place  without  further  notice  than by
announcement  to be given  at the  meeting  until a  quorum,  as above  defined,
entitled to vote on such matter, shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened.

                                       3

<PAGE>
SECTION 5. VOTING. At each meeting of the shareholders  every shareholder of the
Trust  shall be  entitled to one vote in person or by proxy for each of the then
issued and  outstanding  shares of the Trust then having voting power in respect
of the matter  upon which the vote is to be taken,  standing  in his name on the
books of the  Trust at the time of the  closing  of the  transfer  books for the
meeting,  or, if the books be not closed  for any  meeting,  on the record  date
fixed as  provided in Section 4 of Article VI of these  By-Laws for  determining
the shareholders entitled to vote at such meeting, or if the books be not closed
and no record date be fixed, at the time of the meeting.  The record holder of a
fraction of a share shall be entitled in like manner to  corresponding  fraction
of a vote.  Notwithstanding the foregoing,  the Trustees may, in connection with
the  establishment  of any class (or series) of shares or in proxy materials for
any meeting of  shareholders  or in other  solicitation  materials or by vote or
other action duly taken by them,  establish  conditions  under which the several
classes (or series) shall have separate voting rights or no voting rights.

     All elections of Trustees shall be conducted in any manner  approved at the
meeting of the  shareholders  at which said  election  is held,  and shall be by
ballot if so requested by any shareholder  entitled to vote thereon. The persons
receiving  the greatest  number of votes shall be deemed and  declared  elected.
Except as otherwise  required by law or by the  Declaration of Trust or by these
By-Laws,  all  matters  shall be  decided by a majority  of the votes  cast,  as
hereinabove provided, by persons entitled to vote thereon.

SECTION 6.  PROXIES.  Any  shareholder  entitled  to vote upon any matter at any
meeting of the  shareholders  may so vote by proxy,  provided that such proxy to
act is  authorized to act by (i) a written  instrument,  dated not more than six
months before the meeting and executed  either by the  shareholder  or by his or
her duly  authorized  attorney in fact (who may be so authorized by a writing or
by  any  non-written  means  permitted  by  the  laws  of  The  Commonwealth  of
Massachusetts)  or (ii)  such  electronic,  telephonic,  computerized  or  other
alternative  means as may be approved by a resolution  adopted by the  Trustees,
which  authorization  is  received  not more than six months  before the initial
session of the meeting. Proxies shall be delivered to the Secretary of the Trust
or other person  responsible for recording the proceedings before being voted. A
proxy with  respect to shares held in the name of two or more  persons  shall be
valid if  executed  by one of them  unless at or prior to exercise of such proxy
the Trust  receives a specific  written  notice to the contrary  from any one of
them.  Unless  otherwise  specifically  limited by their  terms,  proxies  shall
entitle  the holder  thereof to vote at any  adjournment  of a meeting.  A proxy
purporting  to be  exercised  by or on behalf of a  shareholder  shall be deemed
valid  unless  challenged  at or prior to its exercise and the burden of proving
invalidity  shall rest on the challenger.  At all meetings of the  shareholders,
unless the voting is  conducted by  inspectors,  all  questions  relating to the
qualifications  of voters,  the  validity  of  proxies,  and the  acceptance  or
rejection of votes shall be decided by the chairman of the meeting.

SECTION 7. CONSENTS.  Any action which may be taken by shareholders may be taken
without a meeting if a majority of  shareholders  entitled to vote on the matter
(or such larger proportion  thereof as shall be required by law, the Declaration
or these  By-Laws for approval of such matter)  consent to the action in writing
and the  written  consents  are  filed  with  the  records  of the  meetings  of
shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of shareholders.

                                       4

<PAGE>
SECTION 8. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

     (A) ANNUAL  MEETINGS  OF  SHAREHOLDERS.  (1)  Nominations  of  persons  for
election of the Board of Trustees and the proposal of business to be  considered
by the  shareholders  may be made  at an  annual  meeting  of  shareholders  (a)
pursuant  to the notice of  meeting  described  in Section 3 of this  Article of
these  By-Laws;  (b) by or at the direction of the Board of Trustees;  or (c) by
any  shareholder  of the  Trust who was a  shareholder  of record at the time of
giving of notice provided for in Section 3 of this Article of these By-Laws, who
is entitled to vote at the meeting and who complied  with the notice  provisions
set forth in this Section 8.

     (2) For  nominations  or other  business  properly to be brought  before an
annual  meeting by a shareholder  pursuant to clause (c) of paragraph  (A)(1) of
this Section 8, the shareholder must have given timely notice thereof in writing
to the  Secretary of the Trust and such other  business  must be a proper matter
for shareholder action. To be timely, a shareholder's  notice shall be delivered
to the Secretary at the principal  executive offices of the Trust not later than
the  close of  business  on the  ninetieth  day nor  earlier  than the  close of
business on the one  hundred-twentieth day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the annual  meeting is more than  thirty  days before or more than sixty
days after such anniversary date, notice by the shareholder to be timely must be
so  delivered  not  earlier  than the  close  of  business  on the  later of the
ninetieth day prior to such annual meeting or the tenth day following the day on
which  public  announcement  of the date of such  meeting is first  made.  In no
event,  shall the public  announcement  of an  adjournment  of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's  notice shall set forth (a) as to each person whom the
shareholder  proposes to nominate  for election or  reelection  as a Trustee all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations  of proxies  for  election  of  trustees/directors  in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee if elected);  (b) as to
any other business that the shareholder  proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  shareholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and  address of such  shareholder,  as they  appear on the  Trust's
books,  and of such  beneficial  owner and (ii) the  class/series  and number of
shares  of the  Trust  which  are  owned  beneficially  and of  record  by  such
shareholder and such beneficial owner.

     (3) Notwithstanding  anything in the second sentence of paragraph (A)(2) of
this Section 8 to the  contrary,  in the event that the number of Trustees to be
elected  to  the  Board  of  Trustees  is  increased  and  there  is  no  public
announcement  naming all of the nominees for Trustee or  specifying  the size of
the  increased  Board of Trustees  made by the Trust at least one  hundred  days
prior to the  first  anniversary  of the  preceding  year's  annual  meeting,  a
shareholder's notice required by this Section 8 shall also be considered timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices  of the  Trust not later  than the  close of  business  on the tenth day
following the day on which such public announcement is first made by the Trust.

                                       5

<PAGE>
     (B) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted
by a special  meeting  of  shareholders  as shall have been  brought  before the
meeting  pursuant to the Trust's  notice of meeting.  Nominations of persons for
election  to the  Board  of  Trustees  may  be  made  at a  special  meeting  of
shareholders at which Trustees are to be elected  pursuant to the Trust's notice
of meeting  (1) by or at the  direction  of the Board of  Trustees or (2) by any
shareholder of the Trust who is a shareholder of record at the time of giving of
notice  provided  for in this  Section 8, who shall be  entitled  to vote at the
meeting and who complies with the notice procedures set forth in this Section 8.
In the event the Trust calls a special meeting of  shareholders  for the purpose
of electing one or more Trustees to the Board of Trustees,  any such shareholder
may  nominate a person or persons  (as the case may be),  for  election  to such
position(s) as specified in the Trust's notice of meeting,  if the shareholder's
notice required by paragraph  (A)(2) of this Section 8 shall be delivered to the
Secretary at the principal  executive  offices of the Trust not earlier than the
close of business on the one hundred-twentieth day prior to such special meeting
and not later than the close of business on the later of the ninetieth day prior
to such  special  meeting  or the tenth day  following  the day on which  public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Trustees to be elected at such meeting.  In no
event,  shall the  public  announcement  or  adjournment  of a  special  meeting
commence a new time period for the giving of a shareholder's notice as described
above.

     (C) GENERAL. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this  Section 8 shall be  eligible to serve as Trustees
and only such business shall be conducted at a meeting of  shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 8. Except as otherwise provided by law, the Declaration of Trust
or these By-Laws,  the Chairman (or such other officer presiding at the meeting)
shall have the power and duty to determine  whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance  with the  procedures  set forth in this Section 8 and, if any
proposed  nomination  or business is not in  compliance  with this Section 8, to
declare that such defective proposal or nomination shall be disregarded.

     (2) For  purposes  of this  Section  8,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Trust with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     (3)  Notwithstanding  the  foregoing   provisions  of  this  Section  8,  a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section 8. Nothing in this Section 8 shall be deemed to affect any
rights of (a)  shareholders  to request  inclusion  of  proposals in the Trust's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders
of any class of preferred shares of beneficial  interest to elect Trustees under
specified circumstances.

                                       6

<PAGE>
                                    ARTICLE V

                                Trustees Meetings

SECTION 1. MEETINGS. The Trustees may in their discretion provide for regular or
stated meetings of the Trustees.  Meetings of the Trustees other than regular or
stated meetings shall be held whenever  called by the Chairman,  President or by
any other  Trustee at the time being in office.  Any or all of the  Trustees may
participate  in  a  meeting  by  means  of a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other at the same time,  and  participation  by such means
shall constitute presence in person at a meeting.

SECTION 2.  NOTICES.  Notice of regular  or stated  meetings  need not be given.
Notice  of the time and  place of each  meeting  other  than  regular  or stated
meeting  shall be given by the  Secretary or by the Trustee  calling the meeting
and shall be mailed to each  Trustee at least two days  before the  meeting,  or
shall be  telegraphed,  cabled,  or  wirelessed  to each Trustee at his business
address or personally delivered to him at least one day before the meeting. Such
notice may, however, be waived by all the Trustees. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him before or
after the meeting,  is filed with the records of the meeting,  or to any Trustee
who attends the meeting without  protesting prior thereto or at its commencement
the lack of notice to him.  A notice or waiver of notice  need not  specify  the
purpose of any special meeting.

SECTION 3. CONSENTS. Any action required or permitted to be taken at any meeting
of the  Trustees  may be taken by the  Trustees  without a meeting  if a written
consent  thereto is signed by all the Trustees and filed with the records of the
Trustees' meetings.  A Trustee may deliver his consent to the Trust by facsimile
machine or other graphic communication equipment.  Such consent shall be treated
as a vote at a meeting for all purposes.

SECTION 4. PLACE OF MEETINGS.  The Trustees  may hold their  meetings  within or
without The Commonwealth of Massachusetts.

SECTION 5.  QUORUM AND MANNER OF ACTING.  A majority  of the  Trustees in office
shall be  present  in person at any  regular  stated or  special  meeting of the
Trustees in order to constitute a quorum for the transaction of business at such
meeting and (except as otherwise  required by the Declaration of Trust, by these
By-Laws or by statute) the act of a majority of the Trustees present at any such
meeting, at which a quorum is present,  shall be the act of the Trustees. In the
event  that  action  is to be taken  with  respect  to the  death,  declination,
resignation, retirement, removal or incapacity of one or more Trustees, a quorum
for the  transaction of such business and any other  business  conducted at such
meeting and (except as otherwise  required by the Declaration of Trust, by these
By-Laws or by statute)  shall be a majority of the  remaining  Trustees  then in
office. In the absence of quorum, a majority of the Trustees present may adjourn
the meeting  from time to time until a quorum  shall be  present.  Notice of any
adjourned meeting need not be given.

                                       7

<PAGE>
                                   ARTICLE VI

                          Shares of Beneficial Interest

SECTION 1.  CERTIFICATES  FOR SHARES OF BENEFICIAL  INTEREST.  Certificates  for
shares of  beneficial  interest of any class of shares of the Trust,  if issued,
shall be in such form as shall be approved by the Trustees. They shall be signed
by, or in the name of, the Trust by the  President and by the Treasurer and may,
but need not be, sealed with seal of the Trust;  provided,  however,  that where
such  certificate  is signed by a transfer  agent or a transfer  clerk acting on
behalf of the Trust or a registrar other than a Trustee,  officer or employee of
the Trust,  the  signature of the  President  or  Treasurer  and the seal may be
facsimile.  In case any  officer or  officers  who shall have  signed,  or whose
facsimile  signature or signatures  shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Trust whether
because  of  death,  resignation  or  otherwise,   before  such  certificate  or
certificates  shall  have been  delivered  by the  Trust,  such  certificate  or
certificates  may  nevertheless  be  adopted  by the  Trust  and be  issued  and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates or whose facsimile  signatures shall have been used thereon had not
ceased to be such officer or officers of the Trust.

SECTION 2. TRANSFER OF SHARES. Transfers of shares of beneficial interest of any
shares  of the  Trust  shall be made only on the books of the Trust by the owner
thereof or by his  attorney  thereunto  authorized  by a power of attorney  duly
executed  and filed with the  Secretary or a transfer  agent,  and only upon the
surrender of any  certificate or certificates  for such shares.  The Trust shall
not impose any  restrictions  upon the transfer of the shares of the Trust,  but
this  requirement  shall not prevent the  charging of customary  transfer  agent
fees.

SECTION 3. TRANSFER AGENT AND REGISTRAR;  REGULATIONS.  The Trust shall,  if and
whenever the Trustees shall so determine,  maintain one or more transfer offices
or agencies,  each in the charge of a transfer agent designated by the Trustees,
where  the  shares  of  beneficial  interest  of the  Trust  shall  be  directly
transferable.  The Trust shall, if and whenever the Trustees shall so determine,
maintain  one or more  registry  offices,  each  in the  charge  of a  registrar
designated  by the  Trustees,  where such  shares  shall be  registered,  and no
certificate  for shares of the Trust in respect of which a transfer agent and/or
registrar shall have been designated shall be valid unless countersigned by such
transfer agent and/or registered by such registrar. The principal transfer agent
may be located within or without the  Commonwealth  of  Massachusetts  and shall
have charge of the stock transfer books, lists and records,  which shall be kept
within or without  Massachusetts  in an office  which  shall be deemed to be the
stock transfer  office of the Trust.  The Trustees may also make such additional
rules and  regulations as it may deem expedient  concerning the issue,  transfer
and registration of certificates for shares of the Trust.

SECTION 4. CLOSING OF TRANSFER  BOOKS AND FIXING  RECORD DATE.  The Trustees may
fix in advance a time which shall be not more than  seventy-five days before the
date of any meeting of shareholders, or the date for the payment of any dividend
or the making or any  distribution  to shareholders or the last day on which the
consent or dissent of shareholders may be effectively expressed for any purpose,
as the record date for determining the  shareholders  having the right to notice
of and to vote at such meeting,  and any  adjournment  thereof,  or the right to
receive  such  dividend  or  distribution  or the right to give such  consent or
dissent,  and in such case only shareholders of record on such record date shall
have such  right,  notwithstanding  any  transfer  of shares on the books of the
Trust after the record date. The Trustees may,  without fixing such record date,
close  the  transfer  books  for all or any part of such  period  for any of the
foregoing purposes.

                                       8

<PAGE>
SECTION 5. LOST, DESTROYED OR MUTILATED  CERTIFICATES.  The holder of any shares
of the Trust  shall  immediately  notify the Trust of any loss,  destruction  or
mutilation  of  the  certificate  therefor,  and  the  Trustees  may,  in  their
discretion, cause a new certificate or certificates to be issued to him, in case
of  mutilation  of  the  certificate,   upon  the  surrender  of  the  mutilated
certificate,  or,  in  case  of loss or  destruction  of the  certificate,  upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct,  to indemnify the Trust
against any claim that may be made  against it on account of the alleged loss or
destruction of any such certificate.

SECTION 6.  RECORD  OWNER OF SHARES.  The Trust  shall be  entitled to treat the
person in whose  name any share of the Trust is  registered  on the books of the
Trust as the owner thereof, and shall not be bound to recognize any equitable or
other  claim to or  interest  in such  share or  shares on the part of any other
person.

                                   ARTICLE VII

                                   Fiscal Year

SECTION 1. FISCAL  YEAR.  The fiscal year of the Trust shall end on such date as
the Trustees may, from time to time, determine.

                                  ARTICLE VIII

                                      Seal

SECTION 1. SEAL.  The  Trustees  may adopt a seal of the Trust which shall be in
such form and shall have such inscription  thereon as the Trustees may from time
to time prescribe.

                                   ARTICLE IX

                               Inspection of Books

SECTION 1.  INSPECTION OF BOOKS.  The Trustees shall from time to time determine
whether  and to what  extent,  and at what  times and  places,  and  under  what
conditions  and  regulations  the accounts and books of the Trust or any of them
shall be open to the inspection of the  shareholders;  and no shareholder  shall
have any right to inspect any account or book or document of the Trust except as
conferred  by  law  or  authorized  by  the  Trustees  or by  resolution  of the
shareholders.

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                                    ARTICLE X

                     Principal Custodian and Sub-custodians

SECTION 1.  PRINCIPAL  CUSTODIAN.  The following  provisions  shall apply to the
employment of the principal Custodian pursuant to the Declaration of Trust:

     (A) The Trust may employ the principal Custodian:

         (1)   To hold  securities  owned by the Trust and deliver the same upon
               written order or oral order, if confirmed in writing,  or by such
               electro-mechanical  or electronic devices as are agreed to by the
               Trust and such Custodian;

         (2)   To  receive  and  receipt  for any  moneys  due to the  Trust and
               deposit  the  same  in its  own  banking  department  or,  as the
               Trustees  may  direct,  in any bank,  trust  company  or  banking
               institution  approved by such  Custodian,  provided that all such
               deposits  shall  be  subject  only to the  draft or order of such
               Custodian; and

         (3)   To disburse such funds upon orders or vouchers.

     (B) The Trust may also employ such Custodian as its agent:

         (1)   To keep the books and accounts of the Trust and furnish  clerical
               and accounting services; and

         (2)   To compute the net asset  value per share in the manner  approved
               by the Trust.

     (C) All of the  foregoing  services  shall be performed  upon such basis of
     compensation  as may be agreed  upon  between  the Trust and the  principal
     Custodian.  If so  directed  by vote of the  holders of a  majority  of the
     outstanding shares of Trust, the principal  Custodian shall deliver and pay
     over all property of the Trust held by it as specified in such vote.

     (D) In case of the  resignation,  removal or inability to serve of any such
     Custodian,  the  Trustees  shall  promptly  appoint  another  bank or trust
     company  meeting the  requirements of the Declaration of Trust as successor
     principal  Custodian.  The  agreement  with the principal  Custodian  shall
     provide that the retiring principal Custodian shall, upon receipt of notice
     of such  appointment,  deliver  the funds and  property of the Trust in its
     possession to and only to such successor, and that pending appointment of a
     successor  principal  Custodian,  or a vote of the shareholders to function
     without a principal  Custodian,  the principal  Custodian shall not deliver
     funds and property of the Trust to the Trustees,  but may deliver them to a
     bank or trust company doing business in Boston,  Massachusetts,  of its own
     selection,  having an aggregate capital,  surplus and undivided profits, as

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     shown by its last published  report,  of not less than  $2,000,000,  as the
     property of the Trust to be held under terms similar to those on which they
     were held by the retiring principal Custodian.

SECTION 2.  SUB-CUSTODIAN.  The Trust may also authorize the principal Custodian
to employ one or more  sub-custodians  from time to time to perform  such of the
acts and services of the Custodian and upon such terms and  conditions as may be
agreed upon between the Custodian and sub-custodian.

SECTION 3. SECURITIES DEPOSITORIES,  ETC. Subject to such rules, regulations and
orders as the  Commission  may  adopt,  the Trust may  authorize  or direct  the
principal  Custodian  or any  sub-custodian  to  deposit  all or any part of the
securities in or with one or more  depositories or clearing  agencies or systems
for the central handling of securities or other  book-entry  systems approved by
the Trust,  or in or with such other  persons or systems as may be  permitted by
the Commission,  or otherwise in accordance with the Act,  pursuant to which all
securities of any particular  class or series of any issuer deposited within the
system are treated as fungible and may be  transferred or pledged by bookkeeping
entry  without  physical  delivery of such  securities,  provided  that all such
deposits shall be subject to withdrawal  only upon the order of the Trust or the
principal  Custodian  or the  sub-custodian.  The Trust may also  authorize  the
deposit in or with one or more eligible foreign custodians (or in or with one or
more foreign depositories, clearing agencies or systems for the central handling
of securities) of all or part of the Trust's  foreign assets,  securities,  cash
and cash  equivalents  in amounts  reasonably  necessary  to effect the  Trust's
foreign investment transactions,  in accordance with such rules, regulations and
orders as the Commission may adopt.

                                   ARTICLE XI

                   Limitation of Liability and Indemnification

SECTION 1. LIMITATION OF LIABILITY. Provided they have exercised reasonable care
and have acted under the  reasonable  belief that their  actions are in the best
interest of the Trust,  the Trustees shall not be  responsible  for or liable in
any event for neglect or wrongdoing of them or any officer,  agent,  employee or
investment  adviser of the Trust,  but nothing  contained in the  Declaration of
Trust or herein  shall  protect any Trustee  against any  liability  to which he
would  otherwise be subject by reason of wilful  misfeasance,  bad faith,  gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office.

SECTION 2.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.  The Trust shall indemnify
each  person  who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
has been a Trustee,  officer,  employee or agent of the Trust, or is or has been
serving at the request of the Trust as a Trustee, director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, provided that:

         (a)   such  person  acted in good  faith and in a manner he  reasonably
               believed  to be in or not  opposed to the best  interests  of the
               Trust,

         (b)   with  respect to any  criminal  action or  proceeding,  he had no
               reasonable cause to believe his conduct was unlawful,

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         (c)   unless ordered by a court,  indemnification shall be made only as
               authorized  in  the  specific  case  upon  a  determination  that
               indemnification  of the  Trustee,  officer,  employee or agent is
               proper in the  circumstances  because  he has met the  applicable
               standard of conduct set forth in subparagraphs  (a) and (b) above
               and (e) below, such  determination to be made based upon a review
               of  readily  available  facts (as  opposed  to a full  trial-type
               inquiry) by (i) vote of a majority of the Disinterested  Trustees
               acting  on  the  matter   (provided   that  a  majority   of  the
               Disinterested  Trustees then in office act on the matter) or (ii)
               by independent legal counsel in a written opinion,

         (d)   in the case of an  action or suit by or in the right of the Trust
               to procure a judgment in its favor, no  indemnification  shall be
               made in respect  of any  claim,  issue or matter as to which such
               person shall have been  adjudged to be liable for  negligence  or
               misconduct in the performance of his duty to the Trust unless and
               only to the extent that the court in which such action or suit is
               brought,  or a court of equity  in the  county in which the Trust
               has its principal office,  shall determine upon application that,
               despite  the  adjudication  of  liability  but in view of all the
               circumstances  of the case, he is fairly and reasonably  entitled
               to  indemnify  for such  expenses  which  such  court  shall deem
               proper, and

         (e)   no  indemnification or other protection shall be made or given to
               any Trustee or officer of the Trust  against any liability to the
               Trust or to its security  holders to which he would  otherwise be
               subject  by reason  of  willful  misfeasance,  bad  faith,  gross
               negligence  or reckless  disregard of the duties  involved in the
               conduct of his office.

     Expenses  (including  attorneys'  fees) incurred with respect to any claim,
action, suit or proceeding of the character described in the preceding paragraph
shall be paid by the Trust in  advance  of the final  disposition  thereof  upon
receipt of an  undertaking  by or on behalf of such  person to repay such amount
unless it shall  ultimately be determined  that he is entitled to be indemnified
by the Trust as authorized by this Article, provided that either:

         (1)   such  undertaking  is  secured  by a  surety  bond or some  other
               appropriate  security  provided  by the  recipient,  or the Trust
               shall be insured against losses arising out of any such advances;
               or

         (2)   a majority  of the  Disinterested  Trustees  acting on the matter
               (provided  that a majority of the  Disinterested  Trustees act on
               the matter) or an independent  legal counsel in a written opinion
               shall determine,  based upon a review of readily  available facts
               (as opposed to a full trial-type  inquiry),  that there is reason
               to believe that the recipient  ultimately  will be found entitled
               to indemnification.

     As used in this Section 2, a "Disinterested  Trustee" is one who is not (i)
an "Interested  Person," as defined in the Act, of the Trust  (including  anyone
who has been exempted from being an "Interested Person" by any rule, regulation,
or order of the  Commission),  or (ii)  involved in the claim,  action,  suit or
proceeding.

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<PAGE>
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best  interests  of the Trust,  or with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 3.  INDEMNIFICATION  OF SHAREHOLDERS.  In case any shareholder or former
shareholder  shall be held to be personally liable solely by reason of his being
or having been a  shareholder  and not because of his acts or  omissions  or for
some  other  reason,  the  shareholder  or  former  shareholder  (or his  heirs,
executors,  administrators or other legal  representatives,  or in the case of a
corporation or other entity,  its corporate or other general successor) shall be
entitled  out of the  Trust  estate  to be held  harmless  from and  indemnified
against all loss and expense arising from such liability.  The Trust shall, upon
request by the  shareholder,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  A holder of shares of a series  shall be entitled  to  indemnification
hereunder only out of assets allocated to that series.

                                   ARTICLE XII

                             Report to Shareholders

SECTION 1. REPORTS TO  SHAREHOLDERS.  The Trustees shall at least  semi-annually
transmit by written, electronic,  computerized or other alternative means to the
shareholders  a  written  financial  report  of the  transactions  of the  Trust
including  financial  statements  which shall at least  annually be certified by
independent public accountants.

                                  ARTICLE XIII

                                   Amendments

SECTION 1.  AMENDMENTS.  These  By-Laws  may be  amended  at any  meeting of the
Trustees  by a vote of a majority  of the  Trustees  then in  office;  provided,
however,  that any  provision  of Article XI may be amended only by a two-thirds
vote.



Dated:  November 8, 2004


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