<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>min2b1.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>
                                                          EXHIBIT NO. 99.2(b)(1)

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                   THE TRUSTS IDENTIFIED ON APPENDIX A HERETO




                                    ARTICLE I

                                   DEFINITIONS

            The terms "Commission", "Declaration", "Distributor", "Interested
Person", "Investment Adviser", "Majority Shareholder Vote", "1940 Act",
"Shareholder", "Shares", "Transfer Agent", "Trust", "Trust Property" and
"Trustees" have the respective meanings given them in the Amended and Restated
Declaration of Trust of the Trusts identified on Appendix A hereto. References
to a "Trust" mean each Trust severally and not jointly. These By-Laws shall be
subject to the Declaration for all purposes.



                                   ARTICLE II

                                     OFFICES

           SECTION 1. PRINCIPAL OFFICE.  Until changed by the Trustees,  the
principal office of the Trust in The  Commonwealth of Massachusetts  shall be in
the City of Boston, County of Suffolk.

           SECTION 2. OTHER OFFICES. The Trust may have offices in such other
places without as well as within The Commonwealth of Massachusetts as the
Trustees may from time to time determine.



<PAGE>

                                   ARTICLE III

                                  SHAREHOLDERS

            SECTION 1. MEETINGS. Meetings of the Shareholders may be called at
any time by a majority of the Trustees. Meetings of the Shareholders for the
purpose of considering the removal of a person serving as Trustee shall be
called by the Trustees if they are requested in writing to do so by Shareholders
holding in the aggregate Shares representing not less than ten percent (10%) of
the voting power of the outstanding Shares of the Trust having voting rights.
Any such meeting shall be held within or without The Commonwealth of
Massachusetts on such day and at such time as the Trustees shall designate.


            SECTION 2. NOTICE OF MEETINGS. Notice of all meetings of
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees in accordance with the Declaration, mailed or sent at
least (ten) 10 days and not more than ninety (90) days before the meeting. Only
the business stated in the notice of the meeting shall be considered at such
meeting. Any adjourned meeting may be held as adjourned without further notice,
even if the date of such adjourned meeting is more than 90 days after the notice
of the meeting was mailed or sent. Notwithstanding the foregoing, if either the
President or Clerk of the Trust, or in the absence or unavailability of the
President and the Clerk, any officer of the Trust, determines that as a result
of force majeure or an act of God or war, the date, time or place designated for
a meeting or adjourned meeting of Shareholders is not reasonably practicable or
available, such officer may, without further notice to Shareholders, designate
such other date, time or place for such meeting or adjourned meeting as such
officer shall, in his or her sole discretion, determine. No notice need be given
to any Shareholder who shall have failed to inform the Trust of his current
address or 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 3. RECORD DATE FOR MEETINGS. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date not more than ninety (90) days
prior to the date of any meeting of Shareholders or distribution or other action
as a record date for the determination of the persons to be treated as
Shareholders of record for such purpose. The Trustees also may select the time
of day as of which the calculations for determining how many votes each
Shareholder is entitled to pursuant to the Declaration shall be performed.

         SECTION 4. PROXIES. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the Clerk,
or with such other officer or agent of the Trust as the Clerk may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
vote of a majority of the Trustees, proxies may be solicited in the name of one
or more

                                       1
<PAGE>



Trustees or one or more of the officers of the Trust. When any Share is
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Share (and a proxy shall be valid if
executed by any one of them), but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. The placing
of a Shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such Shareholder shall
constitute execution of such proxy by or on behalf of such Shareholder. If the
holder of any such Share is a minor or a person of unsound mind, and subject to
guardianship or to the legal control of any other person as regards the charge
or management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy. Any copy, facsimile telecommunication or other reliable reproduction of a
proxy may be substituted for or used in lieu of the original proxy for any and
all purposes for which the original proxy could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original proxy or the portion thereof to be returned
by the Shareholder.

         SECTION 5. QUORUM AND ADJOURNMENT. Except when a larger quorum is
required by any provision of law, Shares representing a majority of the voting
power of the outstanding Shares entitled to vote shall constitute a quorum at
any meeting of Shareholders, except that where any provision of law, the
Declaration or these By-laws requires that holders of any series or class shall
vote as a series or class, then Shares representing a majority (unless a larger
quorum is required as specified above) of the voting power of the aggregate
number of Shares of that series or class entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that series or class. In
the absence of a quorum, Shareholders entitled to cast votes representing a
majority of the voting power of the outstanding Shares entitled to vote present
in person or by proxy, or, where any provision of law, the Declaration or these
By-laws requires that holders of any series or class shall vote as a series or
class, Shareholders entitled to cast votes representing a majority of the voting
power of the outstanding Shares of that series or class entitled to vote present
in person or by proxy, may adjourn the meeting from time to time until a quorum
shall be present. Only Shareholders of record shall be entitled to vote on any
matter.

         SECTION 6. INSPECTION OF RECORDS. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.

         SECTION 7. ACTION WITHOUT MEETING. Any action which may be taken by
Shareholders may be taken without a meeting if Shareholders holding Shares
representing a majority of the voting power of the Shares entitled to vote on
the matter (or such larger proportion thereof as shall be required by law, the
Declaration or these By-Laws for approval of such matter) consent to the action
in writing and the written consents are filed with the records of


                                       2
<PAGE>

the meetings of Shareholders.  Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.


                                   ARTICLE IV

                                    TRUSTEES

         SECTION 1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the Chair of
the Trustees or by any one of the Trustees at the time being in office. Notice
of the time and place of each meeting other than regular or stated meetings
shall be given by the Secretary or an Assistant Secretary, or the Clerk or an
Assistant Clerk or by the officer, Chair of the Trustees or other 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 or sent by facsimile
or other electronic means to each Trustee at his usual or last known business or
residence address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by 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 meeting. Except as provided by law the Trustees may
meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, which telephone conference meeting shall be deemed to have been held
at a place designated by the Trustees at the meeting. Participation in a
telephone conference meeting shall constitute presence in person at such
meeting.

         SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees
shall be present at any regular 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 law, the Declaration or these By-Laws) the act of a
majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.


                                    ARTICLE V

                          COMMITTEES AND ADVISORY BOARD

         SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) Trustees to hold office at the
pleasure of the Trustees which shall have


                                       3
<PAGE>


the power to conduct the current  and  ordinary  business of the Trust while the
Trustees are not in session,  including the purchase and sale of securities  and
the  designation of securities to be delivered upon  redemption of Shares of the
Trust,  and such other powers of the Trustees as the Trustees  may, from time to
time,  delegate to the Executive Committee except those powers which by law, the
Declaration or these By-Laws they are prohibited from  delegating.  The Trustees
may also elect other  Committees  from time to time,  the number  composing such
Committees,  the powers conferred upon the same (subject to the same limitations
as with respect to the Executive  Committee)  and the term of membership on such
Committees to be determined by the Trustees.  The Trustees may designate a Chair
of any such Committee.  In the absence of such designation a Committee may elect
its own Chair.

         SECTION 2. MEETING, QUORUM AND MANNER OF ACTING. The Trustees may:

                  (i)      provide for stated meetings of any Committee;

                  (ii)     specify the manner of calling and notice required for
                           special meetings of any Committee;

                  (iii)    specify the number of members of a Committee required
                           to constitute a quorum and the number of members of a
                           Committee required to exercise specified powers
                           delegated to such Committee;

                  (iv)     authorize the making of decisions to exercise
                           specified powers by written assent of the requisite
                           number of members of a Committee without a meeting;
                           and

                  (v)      authorize the members of a Committee to meet by means
                           of a telephone conference circuit or similar
                           communications equipment by means of which all
                           persons participating in the meeting can hear each
                           other.

         Each Committee shall keep and maintain regular minutes of its meetings
and records of decisions taken without a meeting.

         SECTION 3. ADVISORY BOARD. The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three (3) members. Members of
such Advisory Board shall not be Trustees or officers and need not be
Shareholders. A member of such Advisory Board shall hold office for such period
as the Trustees may by resolution provide. Any member of such board may resign
therefrom by a written instrument signed by him which shall take effect upon
delivery to the Trust. The Advisory Board shall have no legal powers and shall
not perform the functions of Trustees in any manner, such Advisory Board being
intended merely to act in an advisory capacity. Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.


                                       4
<PAGE>


                                   ARTICLE VI

                       OFFICERS AND CHAIR OF THE TRUSTEES

         SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer and a Clerk, who shall be elected by the Trustees. In
addition, there shall be an Independent Chief Compliance Officer, who shall be
elected or appointed by a majority of the Trustees, including a majority of the
Trustees who are not Interested Persons of the Trust ("Interested Trustees"),
and otherwise in accordance with rule 38a-1 (or any successor rule) under the
1940 Act, as such rule may be amended from time to time ("Rule 38a-1"). The
Trustees may elect or appoint such other officers or agents of the Trust as the
business of the Trust may require, including one or more Vice Presidents, a
Secretary and one or more Assistant Secretaries, one or more Assistant
Treasurers, and one or more Assistant Clerks. The Trustees may delegate to any
officer of the Trust or Committee the power to appoint any subordinate officers
or agents. In addition, there shall be an office of Chair of the Trustees, which
shall serve on behalf of the Trustees, but shall not be an office of the Trust.
The office of Chair of the Trustees may be held by more than one person. Any
Chair of the Trustees shall be elected by a majority of the Trustees, including
a majority of the Independent Trustees.

         SECTION 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise
provided by law, the Declaration or these By-Laws, the Chair of the Trustees,
the President, the Treasurer, the Clerk and the Independent Chief Compliance
Officer shall hold office until his resignation has been accepted by the
Trustees or until his respective successor shall have been duly elected and
qualified, or in each case until he sooner dies, resigns, is removed or becomes
disqualified. All other officers shall hold office at the pleasure of the
Trustees. Any two or more offices may be held by the same person. Any officer of
the Trust may be, but none need be, a Trustee or Shareholder. Any Chair of the
Trustees shall be an Independent Trustee, shall not be an officer of the Trust
and may be, but need not be, a Shareholder.

         SECTION 3. REMOVAL AND RESIGNATION. The Trustees, at any regular or
special meeting of the Trustees, may remove any officer of the Trust with or
without cause by a vote or consent of a majority of the Trustees, provided that
any removal of the Independent Chief Compliance Officer shall also require the
vote or consent of a majority of the Independent Trustees and otherwise be in
accordance with the provisions of Rule 38a-1. The Trustees may at any time
remove any Chair of the Trustees with or without cause by a vote or consent of a
majority of the Trustees, including a majority of the Independent Trustees. Any
officer or agent appointed by any officer or Committee may be removed with or
without cause by such appointing officer or Committee (subject to the provisions
of Rule 38a-1 in the case of the Independent Chief Compliance Officer). Any
officer of the Trust or Chair of the Trustees may resign at any time by written
instrument signed by him and delivered to the Trust. Such resignation shall be
effective upon receipt unless specified to be effective at some other time.
Except to the extent expressly provided in a written agreement with the Trust,
no officer of the Trust or Chair of the Trustees resigning or removed shall have
any right to any compensation for any period following his resignation or
removal, or any right to damages on account of such removal.


                                       5
<PAGE>


         SECTION 4. POWERS AND DUTIES OF THE CHAIR OF THE TRUSTEES. The powers
and duties of the Chair of the Trustees shall include (i) calling meetings of
the Trustees when deemed necessary, (ii) setting the agenda for meetings of the
Trustees with input from officers of the Trust and, as necessary or appropriate,
the Trust's Investment Adviser and other service providers, (iii) presiding at
all meetings of the Trustees, (iv) presiding at all meetings of Shareholders,
except that the Chair of the Trustees may appoint the President or another
officer of the Trust to preside at such meetings in place of the Chair of the
Trustees, (v) acting as a liaison between the Board of Trustees and the Trust's
officers, Investment Adviser and other service providers and (vi) exercising
such other powers and duties relating to the operations of the Trustees as, from
time to time, may be conferred upon or assigned to such office by the Trustees,
provided that the Chair of the Trustees shall have no individual authority to
act for the Trust as an officer of the Trust. In carrying out the
responsibilities and duties of the office, the Chair of the Trustees may seek
assistance and input from other Trustees or Committees of the Trustees, officers
of the Trust and the Trust's Investment Adviser and other service providers, as
deemed necessary or appropriate. In the absence or disability of the Chair of
the Trustees, a majority of the Trustees, including a majority of the
Independent Trustees, shall appoint an Independent Trustee to perform the duties
and exercise the powers of the Chair of the Trustees, provided that, unless and
until such appointment is made, all of the Independent Trustees shall
collectively perform such duties and exercise such powers.

         SECTION 5. POWERS AND DUTIES OF THE PRESIDENT. Subject to the control
of the Trustees, the Chair of the Trustees and any Committees of the Trustees,
the President shall at all times exercise a general supervision and direction
over the affairs of the Trust, including 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.
The President shall be the chief executive officer of the Trust. The President
shall 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 perform such
other duties as may be assigned to him from time to time by the Trustees or the
Chair of the Trustees.

         SECTION 6. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

         SECTION 7. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust which may come into his hands to such custodian
as the Trustees may employ. The Treasurer shall render a statement of condition
of the finances of the Trust to the Trustees as often as they shall require the
same and shall in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the

                                       6
<PAGE>

Trustees. The Treasurer shall give a bond for the faithful discharge of his
duties, if required to do so by the Trustees, in such sum and with such surety
or sureties as the Trustees shall require.

         SECTION 8. POWERS AND DUTIES OF THE CLERK. The Clerk shall keep the
minutes of all meetings of the Shareholders in proper books provided for that
purpose; he shall have custody of the seal of the Trust; he shall have charge of
the Share transfer books, lists and records unless the same are in the charge of
the Transfer Agent. He or the Secretary, if any, shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-Laws and as required by law; and subject to these By-Laws, he shall in
general perform all duties incident to the office of Clerk and such other duties
as from time to time may be assigned to him by the Trustees.

         SECTION 9. POWERS AND DUTIES OF THE SECRETARY. The Secretary, if any,
shall keep the minutes of all meetings of the Trustees. He shall perform such
other duties and have such other powers in addition to those specified in these
By-Laws as the Trustees shall from time to time designate. If there be no
Secretary or Assistant Secretary, the Clerk shall perform the duties of
Secretary.

         SECTION 10. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence
or disability of the Treasurer, any Assistant Treasurer designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Treasurer. Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Trustees. Each Assistant Treasurer
shall give a bond for the faithful discharge of his duties, if required to do so
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.

         SECTION 11. POWERS AND DUTIES OF ASSISTANT CLERKS. In the absence or
disability of the Clerk, any Assistant Clerk designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Clerk. The
Assistant Clerks shall perform such other duties as from time to time may be
assigned to them by the Trustees.

         SECTION 12. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them by the Trustees.

         SECTION 13. POWERS AND DUTIES OF THE INDEPENDENT CHIEF COMPLIANCE
OFFICER. The Independent Chief Compliance Officer shall perform the duties and
have the responsibilities of the chief compliance officer of the Trust in
accordance with Rule 38a-1, and shall perform such other duties and have such
other responsibilities as from time to time may be assigned to him by the
Trustees. The Independent Chief Compliance Officer shall report directly to the
Trustees or a Committee of the Trustees in carrying out his functions.

                                       7
<PAGE>

         SECTION 14. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE
ADVISORY BOARD. Subject to any applicable law or provision of the Declaration,
the compensation of the officers of the Trust and Trustees (including the Chair
of the Trustees) and members of the Advisory Board shall be fixed from time to
time by the Trustees or, in the case of officers, by any Committee or officer
upon whom such power may be conferred by the Trustees, provided that any
compensation of the Independent Chief Compliance Officer shall be approved by a
majority of the Trustees, including a majority of the Independent Trustees. No
officer shall be prevented from receiving such compensation as such officer by
reason of the fact that he is also a Trustee.


                                   ARTICLE VII

                                   FISCAL YEAR

         The fiscal year of the Trust shall be as specified on Appendix A
hereto, provided, however, that the Trustees may from time to time change the
fiscal year of the Trust or any series.


                                  ARTICLE VIII

                                      SEAL

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


                                   ARTICLE IX

                                WAIVERS OF NOTICE

         Whenever any notice is required to be given by law, the Declaration or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed or sent by facsimile or other electronic means for the
purposes of these By-Laws when it has been delivered to a representative of any
telegraph, cable or wireless company with instruction that it be telegraphed,
cabled or wirelessed or when a confirmation of such facsimile having been sent,
or a confirmation that such electronic means has sent the notice being
transmitted, is generated. Any notice shall be deemed to be given at the time
when the same shall be mailed, telegraphed, cabled or wirelessed or when sent by
facsimile or other electronic means.

                                       8
<PAGE>


                                    ARTICLE X

                           SALE OF SHARES OF THE TRUST

         The Trustees may from time to time issue and sell or cause to be issued
and sold Shares for cash or other property. The Shares, including additional
Shares which may have been repurchased by the Trust (herein sometimes referred
to as "treasury shares"), may not be sold at a price less than the net asset
value thereof (as defined in Article XI hereof) determined by or on behalf of
the Trustees next after the sale is made or at some later time after such sale.

         No Shares need be offered to existing Shareholders before being offered
to others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is suspended. In connection with the
acquisition by merger or otherwise of all or substantially all the assets of an
investment company (whether a regulated or private investment company or a
personal holding company), the Trustees may issue or cause to be issued Shares
and accept in payment therefor such assets valued at not more than market value
thereof in lieu of cash, notwithstanding that the federal income tax basis to
the Trust of any assets so acquired may be less than the market value, provided
that such assets are of the character in which the Trustees are permitted to
invest the funds of the Trust.

                                   ARTICLE XI

                            NET ASSET VALUE OF SHARES

         The term "net asset value" per Share of any class or series of Shares
shall mean: (i) the value of all assets of that series or class; (ii) less total
liabilities of such series or class; (iii) divided by the number of Shares of
such series or class outstanding, in each case at the time of such
determination, all as determine by or under the direction of the Trustees. Such
value shall be determined on such days and at such time as the Trustees may
determine. Such determination shall be made with respect to securities for which
market quotations are readily available, at the market value of such securities;
and with respect to other securities and assets, at the fair value as determined
in good faith by or pursuant to the direction of the Trustees or a Committee
thereof, provided, however, that the Trustees, without shareholder approval, may
alter the method of appraising portfolio securities insofar as permitted under
the 1940 Act, including use of the amortized cost method. The Trustees may
delegate any powers and duties under this Article XI with respect to appraisal
of assets and liabilities. At any time the Trustees may cause the value per
share last determined to be determined again in a similar manner and may fix the
time when such predetermined value shall become effective. Determinations of net
asset value made by the Trustees or their delegates in good faith shall be
binding on all parties concerned.

                                       9
<PAGE>


                                   ARTICLE XII

                           DIVIDENDS AND DISTRIBUTIONS

         SECTION 1. LIMITATIONS ON DISTRIBUTIONS. The total of distributions to
Shareholders of a particular series or class paid in respect of any one fiscal
year, subject to the exceptions noted below, shall, when and as declared by the
Trustees, be approximately equal to the sum of:

                    (i)  the net  income,  exclusive  of the  profits  or losses
                         realized upon the sale of securities or other property,
                         of  such  series  or  class  for  such   fiscal   year,
                         determined  in  accordance   with  generally   accepted
                         accounting   principles  (which,  if  the  Trustees  so
                         determine,  may be adjusted for net amounts included as
                         such  accrued net income in the price of Shares of such
                         series or class issued or repurchased),  but if the net
                         income  of such  series  or class  exceeds  the  amount
                         distributed by less than one cent per share outstanding
                         at the record date for the final  dividend,  the excess
                         shall be treated as distributable income of such series
                         or class for the following fiscal year; and

                    (ii) in the discretion of the Trustees, an additional amount
                         which  shall not  substantially  exceed  the  excess of
                         profits  over  losses on sales of  securities  or other
                         property allocated or belonging to such series or class
                         for such fiscal year.

The decision of the Trustees as to what, in accordance with generally accepted
accounting principles, is income and what is principal shall be final, and
except as specifically provided herein the decision of the Trustees as to what
expenses and charges of the Trust shall be charged against principal and what
against income shall be final, all subject to any applicable provisions of the
1940 Act. For the purposes of the limitation imposed by this Section 1, Shares
issued pursuant to Section 2 of this Article XII shall be valued at the amount
of cash which the Shareholders would have received if they had elected to
receive cash in lieu of such Shares.

         Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of the Trust,
the above provisions shall be interpreted to give to the Trustees the power in
their discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes. Any payment made to
Shareholders pursuant to clause (ii) of this Section 1 shall be accompanied by a
written statement showing the source or sources of such payment, and the basis
of computation thereof.

         SECTION 2. DISTRIBUTIONS PAYABLE IN CASH OR SHARES. The Trustees shall
have power, to the fullest extent permitted by the laws of The Commonwealth of
Massachusetts but subject to the limitation as to cash distributions imposed by
Section 1 of this Article XII, at any time or from time to time to declare and
cause to be paid distributions payable

                                       10
<PAGE>

at the election of any  Shareholder  of any series or class  (whether  exercised
before or after the declaration of the distribution) either in cash or in Shares
of such series, provided that the sum of:

                  (i)      the cash distribution actually paid to any
                           Shareholder, and

                  (ii)     the net asset value of the Shares which that
                           Shareholder elects to receive, in effect at such time
                           at or after the election as the Trustees may specify,
                           shall not exceed the full amount of cash to which
                           that Shareholder would be entitled if he elected to
                           receive only cash.

In the case of a distribution payable in cash or Shares at the election of a
Shareholder, the Trustees may prescribe whether a Shareholder, failing to
express his election before a given time shall be deemed to have elected to take
Shares rather than cash, or to take cash rather then Shares, or to take Shares
with cash adjustment of fractions.

         The Trustees, in their sole discretion, may cause the Trust to require
that all distributions payable to a shareholder in amounts less than such amount
or amounts determined from time to time by the Trustees be reinvested in
additional shares of the Trust rather than paid in cash, unless a shareholder
who, after notification that his distributions will be reinvested in additional
shares in accordance with the preceding phrase, elects to receive such
distributions in cash. Where a shareholder has elected to receive distributions
in cash and the postal or other delivery service is unable to deliver checks to
the shareholder's address of record, the Trustees, in their sole discretion, may
cause the Trust to require that such Shareholder's distribution option be
converted to having all distributions reinvested in additional shares.

         SECTION 3. STOCK DIVIDENDS. Anything in these By-Laws to the contrary
notwithstanding, the Trustees may at any time declare and distribute pro rata
among the Shareholders of any series or class a "stock dividend" out of either
authorized but unissued Shares of such series or class or treasury Shares of
such series or class or both.


                                  ARTICLE XIII

                                   AMENDMENTS

         These By-Laws, or any of them, may be altered, amended, repealed or
restated, or new By-Laws may be adopted, at any time by the Trustees. Action by
the Trustees with respect to the By-Laws shall be taken by an affirmative vote
of a majority of the Trustees.

                                       11
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