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                   AMENDED AND RESTATED BY-LAWS

                                of

         FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST
                    A Delaware Statutory Trust


                 (Effective as of ____ June, 2003)

      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.

                                    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 and
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 Amended and Restated 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 and filed with such office;

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

(f)   "COMMISSION" shall have the meaning given that term in the
1940 Act;

(g)   "DSTA" shall mean the Delaware Statutory Trust Act (12 DEL.
C. ss.3801, ET SEQ.), as amended from time to time;

(h)   "DECLARATION OF TRUST" shall mean the Amended and Restated
Agreement and Declaration of Trust of the Trust, as amended or
restated from time to time;

(i)   "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 7(a) of the Declaration of Trust;

(j)   "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;

(k)   "SHARES" shall mean the outstanding 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;

(l)    "SHAREHOLDER" shall mean a record owner of Shares;

(m)   "TRUST" shall mean the Delaware statutory trust formed
pursuant to the Original Declaration and the filing of the
Certificate of Trust with the office of the Secretary of State of
the State of Delaware;

(n)   "TRUSTEE" or "TRUSTEES" shall refer to each signatory to the
Declaration of Trust as a trustee, so long as such signatory
continues in office in accordance with the terms of the
Declaration of Trust, 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.  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; and

             "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" shall have the meaning provided under Subsection
2(a)(42) of the 1940 Act or any successor provision thereof,
which Subsection, as of the date hereof, is as follows: the vote,
at a meeting of the Shareholders, (i) of sixty-seven  percent
(67%) or more of the voting securities present in person or
represented by proxy at such meeting, if the holders of more than
fifty percent (50%) of the outstanding voting securities of the
Trust are present or represented by proxy; or (ii) of more than
fifty percent (50%) of the outstanding voting securities of the
Trust, whichever is the less.

                                   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. MEETINGS.
           --------

(a)   ANNUAL MEETINGS.  The annual meeting of the Shareholders
shall be held on such date and at such time as the Board of
Trustees shall designate.  At such annual meeting, the
Shareholders entitled to vote shall elect Trustees and transact
such other business as may be properly brought before the meeting.

(b)   SPECIAL MEETINGS.  Special meetings of Shareholders may be
called at any time by the Board, by the chairperson of the Board
or by the president of the Trust for the purpose of taking action
upon any matter deemed by the Board to be necessary or
desirable.  To the extent permitted by the 1940 Act, a special
meeting of the Shareholders for the purpose of electing Trustees
or filling vacancies on the Board may also be called by the
chairperson of the Board, or shall be called by the president or
any vice-president of the Trust at the request of the
Shareholders holding not less than ten (10) percent of the
Shares, provided that the Shareholders requesting such meeting
shall have paid the Trust the reasonably estimated cost of
preparing and mailing the notice thereof, which an authorized
officer of the Trust shall determine and specify to such
Shareholders.  No special meeting shall be called upon the
request of Shareholders to consider any matter which is
substantially the same as a matter voted upon at any meeting of
the Shareholders held during the preceding twelve (12) months,
unless requested by the holders of a majority of all Shares
entitled to be voted at such meeting.

(c)   The nominations of persons for election to the Board of
Trustees and other lawfully permissible proposals of business to
be considered by Shareholders may be presented at an annual
meeting of the Shareholders by properly being brought before the
meeting by a Shareholder who (i) is entitled to vote at the
meeting, (ii) complies with the notice procedures set forth in
this subparagraph (c) and subparagraphs (d) and (e) of this
Section 2, and (iii) was a Shareholder of record at the time such
notice is received by the secretary of the Trust.  For business
to be properly brought before an annual meeting by a Shareholder,
the Shareholder must have given timely notice thereof in writing
to the secretary of the Trust.  To be timely, a Shareholder's
notice must be made in writing and received by the secretary of
the Trust not more than 150 days and not less than 120 days in
advance of the annual meeting.

(d)   Each such notice given by a Shareholder to the secretary of
the Trust with respect to nominations for the election of
Trustees shall set forth (i) the name, age, business address and,
if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such
nominee, (iii) the number of Shares which are beneficially owned
by each such nominee, (iv) whether such Shareholder believes each
such nominee is or will be an "interested person" of the Trust
(as defined in the 1940 Act), (v) the written and signed consent
of each such person to be nominated, to be named as a nominee and
to serve as a Trustee if elected, and (vi) all such other
information regarding each such nominee as would have been
required to be included in a proxy statement filed pursuant to
the proxy rules of the Commission had each such nominee been
nominated by the Board of Trustees of the Trust.  In addition,
the Shareholder making such nomination shall promptly provide any
other information reasonably requested by the Trust.

(e)   Each such notice given by a Shareholder to the secretary of
the Trust with respect to business proposals to be brought before
an annual meeting shall set forth in writing as to each matter:
(i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business
at the meeting; (ii) the name and address, as they appear on the
Trust's books, of the Shareholder proposing such business; (iii)
the number of Shares which are beneficially owned by the
Shareholder; (iv) any material interest of the Shareholder in
such business; and (v) all such other information regarding each
such matter as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Commission had
each such matter been proposed by the Board of Trustees of the
Trust.

(f)   At such annual meeting, the chairperson of the Board, the
president of the Trust, in the absence of the chairperson of the
Board, or any vice president or other authorized officer of the
Trust, in the absence of the president, may, if the facts
warrant, determine and declare to such meeting that a nomination
or proposal was not made in accordance with the foregoing
procedure, and, if he should so determine, he shall so declare to
the meeting, and the defective nomination or proposal shall be
disregarded and laid over for action at the next succeeding
annual meeting of the Shareholders taking place thirty days or
more thereafter.  This provision shall not require the holding of
any adjourned meeting of Shareholders for the purpose of
considering such defective nomination or proposal.


Section 3. 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 4 of this Article
II not less than ten (10) nor more than one hundred twenty (120)
days before the date of the meeting.  The notice shall specify
(i) the place, date and hour of the meeting, and (ii) in the case
of a special meeting or to the extent required by the 1940 Act,
in the case of an annual meeting, the purpose or purposes
thereof.  The notice of any meeting at which Trustees are to be
elected also shall include the name of any nominee or nominees
who are intended to be presented for election.

Section 4. 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 similar agent or provided in writing by the
Shareholder to the Trust for the purpose of notice.  Notice shall
be deemed to have been duly 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 5. ADJOURNED MEETING; NOTICE.  Any Shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to
time 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, the president of the Trust, in the
absence of the chairperson of the Board, 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,  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  thirty  (30) days  after the date of
the  original  meeting,  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 3 and 4 of
this  Article II. At any  adjourned  meeting,  any  business may be
transacted   that  might  have  been  transacted  at  the  original
meeting.

Section 6. 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 or consolidation may be
terminated or amended notwithstanding prior approval if so
authorized by such agreement of merger or consolidation pursuant
to Section 3815 of the DSTA.

Section 7. 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 8. 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 8.
A proxy shall be deemed executed if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission 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     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 9. INSPECTORS.  Before any meeting of Shareholders, 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, 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 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, 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.

                                  ARTICLE III
                                    TRUSTEES

Section 1. VACANCIES.  Whenever a vacancy in the Board shall occur
(by reason of death, resignation, removal, an increase in the
authorized number of Trustees or other cause), until such vacancy
is filled as provided herein or the number of authorized Trustees
constituting the Board of Trustees is decreased pursuant to
Article IV, Section 1 of the Declaration of Trust, the Trustee(s)
then in office, regardless of the number and even if less than a
quorum, shall have all the powers granted to the Board and shall
discharge all the duties imposed upon the Board by the
Declaration of Trust and these By-Laws as though such number
constitutes the entire Board.  Vacancies in any class of Trustees
may be filled by not less than a majority vote of the Trustee(s)
then in office, regardless of the number and even if less than a
quorum, unless a special meeting of Shareholders is called for
the purpose of filling such vacancies, in which case, such
vacancies shall be filled in the same manner as an election of
Trustees.  A Trustee chosen to fill a vacancy shall hold office
until the next election of the relevant class for which such
Trustee shall have been chosen when such Trustee's successor is
duly elected and qualified, unless prior thereto such Trustee for
any reason ceases to serve as Trustee.  In the event that all
Trustee offices become vacant, an authorized officer of the
Investment Adviser shall serve as the sole remaining Trustee
effective upon the vacancy in the office of the last Trustee,
subject to the provisions of the 1940 Act.  In such case, the
Investment Adviser, as the sole remaining Trustee, shall, as soon
as practicable, fill all of the vacancies on the Board; provided,
however, that the percentage of Trustees who are not Interested
Persons of the Trust shall be no less than that permitted by the
1940 Act.  Thereupon, the Investment Adviser shall resign as
Trustee and a special meeting of the Shareholders shall be
called, as required by the 1940 Act, for the election of three
(3) classes of Trustees as though such meeting were the first
annual meeting of the Shareholders.

Section 2. 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 3. 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 4. 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.  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 5. 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 6. 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 7. 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 8. COMPENSATION OF TRUSTEES.  Trustees may receive from
the Trust reasonable compensation for their services and
reimbursement of reasonable expenses as may be determined by the
Board.  This Section 8 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an
officer, agent, employee, or otherwise and receiving compensation
and reimbursement of expenses for those services.

                                   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
the authority of the Board, 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 rules under the 1940
Act upon which the Trust  relies  that  require  that:  (i) a majority of
the Trustees not be "interested  persons"  ("disinterested Trustees");
(ii) Trustees that are disinterested Trustees be selected and  nominated
by disinterested  Trustees  then in office;  and (iii) legal counsel, if any,
of the disinterested Trustees be independent.

     (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 Chief
Executive Officer - Investment Management, a Chief Executive
Officer - Finance and Administration, a President, a Secretary
and a Treasurer.  The Trust may also have, at the discretion of
the Board, a chairperson of the Board, 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. CHAIRPERSON OF THE BOARD.  The chairperson of the Board
shall preside at all meetings of the Shareholders and at all
meetings of the Board and shall have such other powers and duties
as may be prescribed by the Board, as provided in the Declaration
of Trust or these By-Laws.  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 designated by the president, shall preside at all meetings
of the Shareholders and at all meetings of the Board.

Section 6. PRESIDENT.  The president shall, subject to the control
of the Board, have the general powers and duties of management
usually vested in the office of president of a corporation and
shall have such other powers and duties as may be prescribed by
the Board, as provided in the Declaration of Trust or these
By-Laws.

Section 7. 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 8. 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 annual or special, and if
special, how such meeting was 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 similar  agent,
a share register or a duplicate  share  register  showing the names
of all  Shareholders  and their  addresses,  the number and classes
(if  any)  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 9. TREASURER.  The treasurer shall be the chief financial
officer of the Trust and shall 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 class thereof), including accounts of assets,
liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and Shares.  All books shall be kept in
accordance with the Declaration of Trust and these By-Laws.

      The treasurer  shall  deposit all monies and other  valuables
in the name and to the credit of the Trust  with such  depositories
as may be  designated  by the Board.  He shall  disburse  the funds
of the  Trust  (and any class  thereof)  as may be  ordered  by the
Board,  shall  render to the  president of the Trust and the Board,
whenever   either   requests   it,  an   account   of  all  of  his
transactions  as  chief  financial  officer  and of  the  financial
condition  of the Trust  (and any class  thereof),  and shall  have
such  other  powers  and  perform  such  other  duties  as  may  be
prescribed  by the  Board and as  provided  in the  Declaration  of
Trust or these By-Laws.

Section 10.       CHIEF EXECUTIVE OFFICER - INVESTMENT MANAGEMENT.
The Chief Executive Officer - Investment Management shall be the
principal executive officer with respect to the portfolio
investments of the Trust, and shall have such other powers and
duties as may be prescribed by the Board of Trustees or these
By-Laws.

Section 11.       CHIEF EXECUTIVE OFFICER - FINANCE AND
ADMINISTRATION.  The Chief Executive Officer - Finance and
Administration shall be the principal executive officer with
respect to the financial accounting and administration of the
Trust, and shall have such other powers and duties as may be
prescribed by the Board of Trustees or these By-Laws.

                            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 similar agent, records of its Shareholders, that provide the
names and addresses of all Shareholders and the number, 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 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 chairperson of the Board or 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 class thereof, if any, owned by the
Shareholder.  Any or all of the signatures on the certificate may
be facsimile.  In case any officer or transfer or similar agent
who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be such officer or transfer or
similar 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 similar 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 chairperson of the Board, 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 any and all shares of any
corporation, partnership, trust, or other entity, foreign or
domestic, standing in the name of the Trust.  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 cancelled and issuance of new equivalent uncertificated Shares
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 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 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 the outstanding voting
securities" (as defined herein) of the Trust.

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(c) of the Declaration of Trust.

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


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