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<SEC-DOCUMENT>0000828803-04-000010.txt : 20040528
<SEC-HEADER>0000828803-04-000010.hdr.sgml : 20040528
<ACCEPTANCE-DATETIME>20040528090525
ACCESSION NUMBER:		0000828803-04-000010
CONFORMED SUBMISSION TYPE:	8-A12B
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20040528

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEMPLETON GLOBAL INCOME FUND INC
		CENTRAL INDEX KEY:			0000828803
		IRS NUMBER:				222864496
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-A12B
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09831
		FILM NUMBER:		04836710

	BUSINESS ADDRESS:	
		STREET 1:		BROWARD FINANCIAL CENTRE
		STREET 2:		500 EAST BROWARD BLVD., SUITE 2100
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33394-3091
		BUSINESS PHONE:		9545277500

	MAIL ADDRESS:	
		STREET 1:		BROWARD FINANCIAL CENTRE
		STREET 2:		500 EAST BROWARD BLVD., SUITE 2100
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33394-3091
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<FILENAME>gim_form8a.txt
<DESCRIPTION>GIM FORM 8A
<TEXT>

                                    FORM 8-A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                          TEMPLETON GLOBAL INCOME FUND
             ----------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                    22-2864496
- ----------------------------------------   -----------------------------------
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

   500 East Broward Boulevard, Suite 2100
   FORT LAUDERDALE, FLORIDA                              33394-3091
   ---------------------------------------            ----------------
     (Address of Principal                               (Zip Code)
        Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on
                  Title of each class             which each class is to be
                  TO BE SO REGISTERED                   REGISTERED
                 -------------------            -----------------------------

         Shares of beneficial interest,         New York Stock Exchange, Inc.
         without par value                      Pacific Exchange, Inc.

         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ X ]

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]

         Securities Act registration statement file number to which this form
relates: Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

None





ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The following is a brief outline description of the securities and
related rights, privileges and features of Templeton Global Income Fund (the
"Registrant"). The title of the capital stock to be registered is shares of
beneficial interest, without par value (the "Shares"). The Registrant is a
Delaware statutory trust and the number of Shares that is authorized is
unlimited. The Board of Trustees, on behalf of the Registrant, may acquire and
hold as treasury shares, reissue for such consideration and on such terms as it
may determine, or cancel, at its discretion from time to time, any outstanding
Shares reacquired by the Registrant.

           Shareholders of the Registrant ("Shareholders") are entitled to
receive dividends and distributions, when, if and as declared by the Board of
Trustees of the Registrant. Dividends may be paid in cash or in kind. No
outstanding Share shall have any priority or preference over any other
outstanding Share with respect to dividends or distributions paid in the
ordinary course of business or distributions upon dissolution of the Registrant.
All dividends and distributions from the Registrant shall be made ratably among
all Shareholders according to the number of Shares held of record by such
Shareholders on the record date for any dividend or distribution.

         Shareholders shall have no preemptive or other right to subscribe for
new or additional authorized, but unissued Shares or other securities issued by
the Registrant. The Board of Trustees may from time to time divide or combine
the outstanding Shares into a greater or lesser number of outstanding Shares.
Any such division or combination shall not materially change the proportionate
beneficial interest of Shareholders at the time of such division or combination.

         Voting Rights. Subject to any provision of the Registrant's Agreement
and Declaration of Trust ("Declaration of Trust") and By-Laws or applicable law
that requires a different vote: (1) in all matters other than the election of
Trustees, the affirmative vote at a Shareholders' meeting at which a quorum is
present (a) of 67% or more of the voting securities present in person or
represented by proxy at such meeting, if the holders of more than 50% of the
outstanding voting securities of the Registrant are present or represented by
proxy; or (b) of more than 50% of the outstanding voting securities of the
Registrant, whichever is the less, shall be the act of the Shareholders
("Shareholders' Majority Vote"); and (2) Trustees shall be elected by not less
than a plurality of the votes cast of the holders of outstanding Shares entitled
to vote present in person or represented by proxy at a Shareholders' meeting at
which a quorum is present. A majority of the outstanding Shares entitled to vote
at a Shareholders' meeting, which are present in person or represented by proxy,
constitutes a quorum, except when a larger quorum is required by applicable law
or the requirements of any securities exchange on which outstanding Shares are
listed for trading, in which case such quorum shall comply with such
requirements. Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present. Shareholders are not entitled to
cumulative voting in the election of Trustees or on any other matter. Subject to
certain provisions contained in the Declaration of Trust, the following actions
require the approval of the Board of Trustees and the affirmative vote of the
holders of at least 75% of the outstanding Shares entitled to vote to approve,
adopt or authorize such action, unless such action has been previously approved,
adopted or authorized by the affirmative vote of at least 66 2/3% of the Board
of Trustees, in which case the Shareholder vote set forth in (1) above (in this
Voting Rights Section) is required: (x) any of the following extraordinary
transactions with respect to the Registrant: dissolution, merger, consolidation,
conversion, or reorganization; or (y) a reclassification of the Registrant from
a closed-end investment company to an open-end investment company. An amendment
of the provisions of the Declaration of Trust regarding (i) number, classes,
election, term, removal, resignation, powers, other business interests, action
by written consent, quorum for meetings and required vote of the Board of
Trustees, (ii) Shareholders' voting powers, quorum for meetings, required vote
and action by written consent and record dates, (iii) limitations on liabilities
and indemnification of Trustees, officers, employees and other agents of the
Registrant, the purchase of insurance by Trustees on behalf of agents for the
Trust and shareholder derivative actions, (iv) extraordinary transactions
referenced in (x) above and the reclassifications referenced in (y) above, and
(v) amendment of the Registrant's Declaration of Trust, require the approval of
the Board of Trustees and the affirmative vote of the holders of at least 66
2/3% of the outstanding Shares entitled to vote, unless such action has
previously been approved, adopted or authorized by the affirmative vote of at
least 66 2/3% of the Board of Trustees, in which case a Shareholder Majority
Vote shall be required.

         Certain provisions of the Declaration of Trust and By-Laws of the
Registrant may be amended, and other actions may be taken, that could effect a
modification in the rights of Shareholders otherwise than by a vote of a
majority or more of the Shares of the Registrant outstanding, voting as a class.
The provisions regarding voting described above with respect to which action may
be taken by the affirmative vote of 67% or more of the voting securities present
in person or represented by proxy at a Shareholders' meeting, if the holders of
more than 50% of the outstanding voting securities of the Registrant are present
or represented by proxy, permit actions, including actions that may modify the
rights of Shareholders, to be taken otherwise than by a vote of a majority or
more of the shares of the Registrant outstanding, voting as a class. Also,
subject to the provisions described herein, the Registrant's Declaration of
Trust may be restated and/or amended at any time by the Board of Trustees,
without approval of the Shareholders, with respect to, but not limited to, the
following provisions: (a) provisions of the Declaration of Trust related to the
shares of beneficial interest of the Registrant, including authorization of such
Shares, issuance and sale of such Shares, repurchase of outstanding Shares,
transferability of outstanding Shares, dividends and distributions to
Shareholders, preemptive rights, divisions or recombinations of outstanding
Shares, the status of outstanding Shares and limitations of personal liability
of Shareholders, (b) elections regarding the tax status of Registrant, (c) the
creation and designation of series and classes of shares of beneficial interest,
and (d) indemnification of Shareholders. The By-Laws of the Registrant may be
amended, restated or repealed or new By-Laws may be adopted by: (1) a
Shareholder Majority Vote; or (2) the affirmative vote of not less than a
majority of the Trustees present at a meeting of the Board of Trustees at which
a quorum is present. The Declaration of Trust and By-Laws may also be amended or
replaced pursuant to any agreement of merger or consolidation, without a
Shareholder vote, if the merger or consolidation complies with the terms and
conditions of Article VIII, Section 3(a) of the Declaration of Trust and Title
12, Section 3815(f) of the Delaware Code, as amended.

         The voting provisions described above regarding the following
extraordinary transactions with respect to the Registrant: a dissolution,
merger, consolidation, conversion, or reorganization, would have the effect of
delaying, deferring or preventing a change in control of the Registrant unless
such transaction has been previously approved, adopted or authorized by the
affirmative vote of at least 66 2/3% of the Board of Trustees. In addition, the
classification of the Board of Trustees, as described below, would also have the
effect of delaying, deferring or preventing a change in control of the
Registrant.

         Classification of Board. The Declaration of Trust provides that the
Board of Trustees will be divided into three classes, with the term of office of
one class expiring each year. Trustees of the first class will be elected to
hold office for a term expiring at the next succeeding annual meeting at the
time such Trustees' successors are elected and qualified; Trustees of the second
class will be elected to hold office for a term expiring at the second
succeeding annual meeting at the time such Trustees' successors are elected and
qualified; and Trustees of the third class will be elected to hold office for a
term expiring at the third succeeding annual meeting at the time such Trustees'
successors are elected and qualified. Thereafter, at each annual meeting of
Shareholders, the successors to the class of Trustees whose term will then
expire will be elected to hold office for a term expiring at the third
succeeding annual meeting.

         Repurchases of Shares With Shareholder Consent. The Registrant may
repurchase outstanding Shares on the open market or such outstanding Shares as
are tendered by any Shareholder for repurchase pursuant to a repurchase offer or
tender offer, if any, made by the Registrant periodically or from time to time.
The repurchase price may in any case or cases be paid wholly or partly in kind
if the Board of Trustees determines that such payment is advisable in the
interest of the remaining Shareholders.

         Repurchase of Shares Without Shareholder Consent. The Registrant has
the right at its option and at any time, subject to applicable law, to
repurchase outstanding Shares of any Shareholder at a price that is in
accordance with the terms of the Declaration of Trust, the By-Laws and other
applicable law: (a) if at such time, the Shareholder owns outstanding Shares
having an aggregate net asset value of less than an amount determined from time
to time by the Trustees; or (b) to the extent that the Shareholder owns
outstanding Shares equal to or in excess of a percentage of the outstanding
Shares determined from time to time by the Trustees.

         Transfer of Shares. Outstanding Shares are transferable only on the
record books of the Registrant by the person in whose name such Shares are
registered, or by his or her duly authorized attorney-in-fact or representative.
The Registrant, its transfer agent or other duly authorized agents may refuse
any requested transfer of outstanding Shares, or request additional evidence of
authority to safeguard the assets or interests of the Registrant or of its
Shareholders, in the Registrant's, transfer agent's or other duly authorized
agent's sole discretion.

ITEM 2.  EXHIBITS

 EXHIBIT NO.          EXHIBIT

    1.          Certificate of Trust

    2.          Agreement and Declaration of Trust

    3.          By-Laws

                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                  TEMPLETON GLOBAL INCOME FUND
                                           (Registrant)



Dated:  May 28, 2004           By /s/DAVID P. GOSS
                                 --------------------------------------------
                                Name:  David P. Goss
                                Title: Vice President and Assistant Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.1
<SEQUENCE>2
<FILENAME>cert-gim.txt
<DESCRIPTION>CERTIFICATE OF TRUST - GIM DTD 12/2/2003
<TEXT>
                              CERTIFICATE OF TRUST

                                       OF

                          TEMPLETON GLOBAL INCOME FUND

         This Certificate of Trust of Templeton Global Income Fund, a statutory
trust (the "Trust"),  executed by the undersigned trustees,  and filed under and
in accordance  with the provisions of the Delaware  Statutory Trust Act (12 DEL.
C.ss.3801 et seq.), sets forth the following:

         FIRST:  The name of the statutory trust formed hereby is Templeton
         Global Income Fund.

         SECOND: The address of the registered office of the Trust in the State
         of Delaware is 919 North Market Street, Suite 600, Wilmington, Delaware
         19801. The name of the Trust's registered agent at such address is SR
         Services, LLC.

         THIRD: The Trust formed hereby is or will become an investment company
         registered under the Investment Company Act of 1940, as amended (15
         U.S.C. ss.ss.80a-1 et seq.).

         IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have duly executed this Certificate of Trust as of the 2nd day of
December 2003.


/s/CHARLES B. JOHNSON                     /s/EDITH E. HOLIDAY
- --------------------------------          -----------------------------------
Charles B. Johnson                        Edith E. Holiday


/s/HARRIS J. ASHTON                       /s/BETTY P. KRAHMER
- --------------------------------          -----------------------------------
Harris J. Ashton                          Betty P. Krahmer


/s/NICHOLAS F. BRADY                      /s/GORDON S. MACKLIN
- --------------------------------          -----------------------------------
Nicholas F. Brady                         Gordon S. Macklin


/s/FRANK J. CROTHERS                      /s/FRED R. MILLSAPS
- --------------------------------          -----------------------------------
Frank J. Crothers                         Fred R. Millsaps


/s/S. JOSEPH FORTUNATO                    /s/FRANK A. OLSON
- --------------------------------          -----------------------------------
S. Joseph Fortunato                       Frank A. Olson


/s/ANDREW H. HINES, JR.                   /s/CONSTANTINE D. TSERETOPOULOS
- --------------------------------          -----------------------------------
Andrew H. Hines, Jr.                      Constantine D. Tseretopoulos




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.2
<SEQUENCE>3
<FILENAME>dectrust.txt
<DESCRIPTION>DECLARATION OF TRUST - GIM DTD 12/2/2003
<TEXT>

                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                          TEMPLETON GLOBAL INCOME FUND
                           A DELAWARE STATUTORY TRUST



                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I.       NAME; OFFICES; REGISTERED AGENT; DEFINITIONS.................1

     SECTION 1.  NAME.........................................................1

     SECTION 2.  OFFICES OF THE TRUST.........................................1

     SECTION 3.  REGISTERED AGENT AND REGISTERED OFFICE.......................1

     SECTION 4.  DEFINITIONS..................................................1

ARTICLE II.      PURPOSE OF TRUST.............................................3

ARTICLE III.     SHARES.......................................................5

     SECTION 1.  DIVISION OF BENEFICIAL INTEREST..............................5

     SECTION 2.  SALE OF SHARES...............................................6

     SECTION 3.  STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY........6

     SECTION 4.  POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION.......7

     SECTION 5.  SERIES AND CLASSES...........................................7

     SECTION 6.  INDEMNIFICATION OF SHAREHOLDERS..............................7

ARTICLE IV.      THE BOARD OF TRUSTEES........................................7

     SECTION 1.  NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION..7

     SECTION 2.  TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........8

     SECTION 3.  POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE...8
                 (a) Powers...................................................8
                 (b) Other Business Interests.................................9
                 (c) Quorum and Required Vote................................10

     SECTION 4.  PAYMENT OF EXPENSES BY THE TRUST............................10

     SECTION 5.  PAYMENT OF EXPENSES BY SHAREHOLDERS.........................10

     SECTION 6.  OWNERSHIP OF TRUST PROPERTY.................................10

     SECTION 7.  SERVICE CONTRACTS...........................................10

ARTICLE V.       SHAREHOLDERS' VOTING POWERS AND MEETINGS....................12

     SECTION 1.  VOTING POWERS...............................................12

     SECTION 2.  QUORUM AND REQUIRED VOTE....................................12

     SECTION 3.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.....12

     SECTION 4.  RECORD DATES................................................13

     SECTION 5.  ADDITIONAL PROVISIONS.......................................13

ARTICLE VI.      NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS......14

     SECTION 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME AND
                 DISTRIBUTIONS...............................................14

     SECTION 2.  REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT...............14

     SECTION 3.  REPURCHASE OF SHARES WITHOUT SHAREHOLDER CONSENT............15

     SECTION 4.  TRANSFER OF SHARES..........................................15

ARTICLE VII.     LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT........15

     SECTION 1.  LIMITATION OF LIABILITY.....................................15

     SECTION 2.  INDEMNIFICATION.............................................16
                 (a)      Indemnification by Trust...........................16
                 (b)      Exclusion of Indemnification.......................16
                 (c)      Required Approval..................................17
                 (d)      Advancement of Expenses............................17
                 (e)      Other Contractual Rights...........................17
                 (f)      Fiduciaries of Employee Benefit Plan...............17

     SECTION 3.  INSURANCE...................................................17

     SECTION 4.  DERIVATIVE ACTIONS..........................................17

ARTICLE VIII.    APPROVAL OF CERTAIN TRANSACTIONS............................18

     SECTION 1.  VOTE REQUIRED...............................................18

     SECTION 2.  DISSOLUTION.................................................18

     SECTION 3.  MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION.........18
                 (a) Merger or Consolidation.................................18
                 (b) Conversion..............................................19
                 (c) Reorganization..........................................19

     SECTION 4.  RECLASSIFICATION OF THE TRUST...............................20

ARTICLE IX.      AMENDMENTS..................................................20

     SECTION 1.  AMENDMENTS GENERALLY........................................20

     SECTION 2.  SPECIAL AMENDMENTS..........................................20

ARTICLE X.       MISCELLANEOUS...............................................20

     SECTION 1.  REFERENCES; HEADINGS; COUNTERPARTS..........................20

     SECTION 2.  APPLICABLE LAW..............................................21

     SECTION 3.  PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS..............21

     SECTION 4.  STATUTORY TRUST ONLY........................................21

     SECTION 5.  USE OF THE NAMES "FRANKLIN" OR "TEMPLETON"..................21






                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                          TEMPLETON GLOBAL INCOME FUND

         AGREEMENT AND DECLARATION OF TRUST made as of this 2nd day of December,
2003, by the Trustees hereunder, and by the holders of Shares to be issued by
the Trust hereunder as hereinafter provided.

                                   WITNESSETH:

         WHEREAS this Trust is being formed to carry on the business of a
closed-end management investment company as defined in the 1940 Act; and

         WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth;

         NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets that they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of Shares created hereunder as hereinafter set forth.

                                   ARTICLE I.

                  NAME; OFFICES; REGISTERED AGENT; DEFINITIONS

     Section 1. NAME.  This Trust  shall be known as  "Templeton  Global  Income
Fund" and the Board of Trustees  shall  conduct the  business of the Trust under
that name, or any other name as it may from time to time designate.

     Section  2.  OFFICES  OF THE  TRUST.  The Board  may at any time  establish
offices  of the  Trust at any place or places  where  the  Trust  intends  to do
business.

     Section  3.  REGISTERED  AGENT  AND  REGISTERED  OFFICE.  The  name  of the
registered  agent of the Trust and the address of the  registered  office of the
Trust are as set forth in the Trust's Certificate of Trust.

     Section 4. DEFINITIONS.  Whenever used herein, unless otherwise required by
the context or specifically provided:

          (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) "AFFILIATE" shall have the same meaning as "affiliated  person" as
such term is defined  in the 1940 Act when used with  reference  to a  specified
Person, as defined below.

          (c) "BOARD OF TRUSTEES"  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 hereof, having the powers and duties set forth herein;

          (d) "BY-LAWS"  shall mean By-Laws of the Trust, as amended or restated
from time to time in  accordance  with  Article VIII  therein.  Such By-Laws may
contain any provision not  inconsistent  with applicable law or this Declaration
of Trust, relating to the governance of the Trust;

          (e)  "CERTIFICATE OF TRUST" shall mean the certificate of trust of the
Trust to be filed  with the  office  of the  Secretary  of State of the State of
Delaware as required  under the  Delaware  Statutory  Trust Act, as amended from
time to time,  to form the  Trust,  as such  certificate  shall  be  amended  or
restated from time to time and filed with such office;

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

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

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

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

          (j) "INTERESTED  PERSON" shall have the meaning given that term in the
1940 Act;

          (k) "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) hereof;

          (l) "NATIONAL FINANCIAL EMERGENCY" shall mean the whole or any part of
any period during (i) which an emergency exists as a result of which disposal by
the Trust of  securities  or other assets  owned by the Trust is not  reasonably
practicable; (ii) which it is not reasonably practicable for the Trust fairly to
determine  the net asset value of its assets;  or (iii) such other period as the
Commission may by order permit for the protection of investors;

          (m)  "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 or business trust;

          (n) "PRINCIPAL  UNDERWRITER" shall have the meaning given that term in
the 1940 Act;

          (o) "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;

          (p) "SHAREHOLDER"  shall mean a record owner of Shares pursuant to the
By-Laws;

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

          (r)  "TRUST  PROPERTY"  shall  mean  any  and  all  property,  real or
personal,  tangible or intangible,  which is owned or held by or for the account
of the Trust, including, without limitation, the rights referenced in Article X,
Section 5 hereof;

          (s)  "TRUSTEE"  or  "TRUSTEES"  shall mean each Person that signs this
Declaration of Trust as a trustee, so long as such signatory continues in office
in accordance with the terms hereof, 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 By-Laws.  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 By-Laws; and

          (t) "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.

                                PURPOSE OF TRUST

         The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the 1940 Act,
investing primarily in securities and other financial instruments or property,
and to exercise all of the powers granted to a statutory trust formed under the
DSTA, including, without limitation, the following powers:

          (a) To  hold,  invest  and  reinvest  its  funds,  and  in  connection
therewith to hold part or all of its funds in cash,  and to purchase,  subscribe
for or otherwise  acquire,  hold for investment or otherwise,  to trade and deal
in,  write,  sell,  assign,  negotiate,  transfer,  exchange,  lend,  pledge  or
otherwise  dispose of, turn to account for, or realize upon,  securities  (which
term "securities"  shall for the purposes of this Declaration of Trust,  without
limitation of the generality thereof,  be deemed to include any stocks,  shares,
bonds,  debentures,  bills, notes, mortgages,  other obligations or evidences of
indebtedness,  or financial  instruments of any kind or nature, and any options,
certificates,   receipts,  warrants,  futures  contracts  or  other  instruments
representing  rights  to  receive,  purchase  or  subscribe  for  the  same,  or
evidencing  or  representing  any other  rights or  interests  therein or in any
property or assets,  and any negotiable or non-negotiable  instruments and money
market  instruments,  including  bank  certificates  of deposit,  finance paper,
commercial  paper,  bankers'  acceptances and all kinds of repurchase or reverse
repurchase  agreements) created or issued by any United States or foreign issuer
(which term  "issuer"  shall,  for the  purposes of this  Declaration  of Trust,
without  limiting  the  generality  thereof,  be deemed to include any  persons,
firms,   associations,    partnerships,    corporations,   trusts,   syndicates,
combinations,   organizations,   governments   or   subdivisions,   agencies  or
instrumentalities of any government); and to exercise, as owner or holder of any
securities,  all rights, powers and privileges in respect thereof; and to do any
and all  acts and  things  for the  preservation,  protection,  improvement  and
enhancement in value of any and all such  securities,  financial  instruments or
other assets.

          (b) To acquire all or any part of the goodwill, rights, property, real
estate,  interests in real estate and business of any person, firm,  association
or corporation  heretofore or hereafter  engaged in any business  similar to any
business which the Trust has the power to conduct,  and to hold, utilize,  enjoy
and in any manner dispose of the whole or any part of the rights, property, real
estate,  interests  in real estate and  business so  acquired,  and to assume in
connection  therewith any liabilities of any such person,  firm,  association or
corporation.

          (c) To apply for, obtain,  purchase or otherwise acquire, any patents,
copyrights,  licenses,  trademarks,  trade  names and the  like,  which may seem
capable  of  being  used  for  any of the  purposes  of the  Trust;  and to use,
exercise,  develop,  grant  licenses in respect of, sell and  otherwise  turn to
account, the same.

          (d) To issue  and  sell  shares  of  beneficial  interest,  securities
convertible  into such  shares of  beneficial  interest,  or other  security  or
evidence of indebtedness,  in such amounts and on such terms and conditions, for
such purposes and for such amount or kind of consideration  (including,  without
limitation  thereto,  securities) now or hereafter  permitted by the laws of the
State of Delaware,  by the 1940 Act, and by this  Declaration  of Trust,  as the
Board of Trustees may determine.

          (e) To purchase  or  otherwise  acquire,  hold,  dispose  of,  resell,
transfer, reissue or cancel (all without the vote of the Shareholders) shares of
beneficial  interest in any manner and to the extent now or hereafter  permitted
by the laws of the State of Delaware, by the 1940 Act and by this Declaration of
Trust.

          (f) To conduct its business in all its branches at one or more offices
in Delaware and  elsewhere  in any part of the world,  without  restriction,  or
limit as to extent.

          (g) To  exercise  and  enjoy,  in  Delaware  and in any other  states,
territories,  districts and United States dependencies and in foreign countries,
all of the  powers,  rights  and  privileges  granted  to,  or  conferred  upon,
statutory  trusts by the DSTA now or hereafter in force,  and the enumeration of
the  foregoing  powers  shall not be deemed to  exclude  any  powers,  rights or
privileges so granted or conferred.

          (h) In general,  to carry on any other business in connection  with or
incidental to its trust purposes, to do everything necessary, suitable or proper
for the  accomplishment  of such purposes or for the attainment of any object or
the  furtherance  of any  power  hereinbefore  set  forth,  either  alone  or in
association  with  others,  to  do  every  other  act  or  thing  incidental  or
appurtenant  to, or growing out of, or connected with, its business or purposes,
objects or powers,  and, subject to the foregoing,  to have and exercise all the
powers, rights and privileges conferred upon statutory trusts by the laws of the
State of Delaware as in force from time to time.

          (i) The  Trust  shall  not be  limited  to  investing  in  obligations
maturing before the possible dissolution of the Trust. Neither the Trust nor the
Board of  Trustees  shall be required to obtain any court order to deal with any
Trust Property or take any other action hereunder.

          (j) The  foregoing  objects and  purposes  shall,  except as otherwise
expressly  provided,  be in no way limited or  restricted  by  reference  to, or
inference  from,  the terms of any other clause of this or any other  Article of
this  Declaration  of Trust,  and shall  each be  regarded  as  independent  and
construed as a power as well as an object and a purpose,  and the enumeration of
specific  purposes,  objects  and  powers  shall  not be  construed  to limit or
restrict in any manner the meaning of general terms or the general powers of the
Trust now or hereafter conferred by the laws of the State of Delaware, nor shall
the expression of one thing be deemed to exclude  another,  though it be of like
nature, not expressed.

                                  ARTICLE III.

                                     SHARES

     Section 1.DIVISION OF BENEFICIAL INTEREST.

          (a) The beneficial interest in the Trust shall at all times be divided
into  outstanding  shares of the Trust,  all  without  par value.  The number of
shares of beneficial interest in the Trust authorized hereunder is unlimited.

          (b) Subject to and except as  otherwise  provided in Section 23 of the
1940  Act,  and the  rules  and  regulations  adopted  thereunder,  the Board of
Trustees  shall  have the power to issue  authorized,  but  unissued,  shares of
beneficial  interest  from time to time for such  consideration  paid  wholly or
partly in cash or securities as may be determined from time to time by the Board
of Trustees,  subject to any  requirements  or  limitations of the 1940 Act. The
Board of  Trustees,  on behalf of the Trust,  may  acquire  and hold as treasury
shares, reissue for such consideration and on such terms as it may determine, or
cancel, at its discretion from time to time, any Shares reacquired by the Trust.

          (c) Each  Share  shall  entitle  the  holder to the  voting  rights as
provided in Article V hereof.

          (d)   Shareholders   shall  be  entitled  to  receive   dividends  and
distributions,  when, if and as declared by the Board of Trustees. Dividends may
be paid in cash or in kind. No Share shall have any priority or preference  over
any other Share with respect to dividends or distributions  paid in the ordinary
course of business or distributions  upon dissolution of the Trust made pursuant
to Article VIII,  Section 2 hereof.  All dividends  and  distributions  from the
Trust  Property  shall be made ratably among all  Shareholders  according to the
number of Shares held of record by such  Shareholders on the record date for any
dividend or distribution.

          (e) Shareholders  shall have no preemptive or other right to subscribe
for new or additional authorized, but unissued shares or other securities issued
by the Trust.  The Board of Trustees may from time to time divide or combine the
Shares  into a  greater  or  lesser  number  of  Shares.  Any such  division  or
combination shall not materially change the proportionate beneficial interest in
Trust Property of Shareholders at the time of such division or combination.

          (f)  Any  Trustee,  officer  or  other  agent  of the  Trust,  and any
organization  in which any such Person has an economic  or other  interest,  may
acquire,  own, hold and dispose of shares of  beneficial  interest in the Trust,
whether such shares are authorized but unissued, or already outstanding,  to the
same extent as if such Person were not a Trustee,  officer or other agent of the
Trust;  and the Trust may issue and sell and may  purchase  such Shares from any
such Person or any such organization,  subject to the limitations,  restrictions
or other provisions applicable to the sale or purchase of such shares herein and
the 1940 Act.

     Section 2. SALE OF SHARES.  Subject to the 1940 Act and applicable law, the
Trust may sell its authorized but unissued shares of beneficial interest to such
Persons,  at such times, on such terms, and for such  consideration as the Board
of Trustees may from time to time authorize.  Each sale shall be credited to the
individual  purchaser's account in the form of full or fractional Shares, at the
net asset value per Share,  subject to Section 23 of the 1940 Act, and the rules
and  regulations  adopted  thereunder;  PROVIDED,  HOWEVER,  that  the  Board of
Trustees may, in its sole discretion, permit the Principal Underwriter to impose
a sales charge upon any such sale. Every  Shareholder by virtue of having become
a Shareholder shall be deemed to have expressly assented and agreed to the terms
of this Declaration of Trust and to have become bound as a party hereto.

     Section 3. STATUS OF SHARES AND  LIMITATION OF PERSONAL  LIABILITY.  Shares
shall be deemed to be personal  property giving to Shareholders  only the rights
provided in this  Declaration of Trust,  the By-Laws and under  applicable  law.
Ownership of Shares shall not entitle the  Shareholder to any title in or to the
whole or any part of the  Trust  Property  or right to call for a  partition  or
division of the same or for an  accounting,  nor shall the  ownership  of Shares
constitute the  Shareholders as partners.  The death,  incapacity,  dissolution,
termination,  or bankruptcy  of a Shareholder  during the existence of the Trust
shall not operate to dissolve the Trust, nor entitle the  representative  of any
deceased,  incapacitated,  dissolved,  terminated or bankrupt  Shareholder to an
accounting or to take any action in court or elsewhere  against the Trust or the
Trustees,  but  shall  entitle  such  representative  only to the  rights,  as a
Shareholder  under this Declaration of Trust and the By-Laws,  of said deceased,
incapacitated,  dissolved, terminated or bankrupt Shareholder. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholder,  nor, except as specifically  provided
herein,  to call upon any  Shareholder for the payment of any sum of money other
than  such as the  Shareholder  may at any time  personally  agree to pay.  Each
Share,  when issued on the terms  determined by the Board of Trustees,  shall be
fully paid and  nonassessable.  As provided in the DSTA,  Shareholders  shall be
entitled  to the same  limitation  of  personal  liability  as that  extended to
stockholders  of a private  corporation  organized  for profit under the General
Corporation Law of the State of Delaware.

     Section 4. POWER OF BOARD OF  TRUSTEES  TO MAKE TAX  STATUS  ELECTION.  The
Board of  Trustees  shall  have  the  power,  in its  discretion,  to make  such
elections  as to the tax  status of the Trust as may be  permitted  or  required
under the Code, without the vote of any Shareholder.

     Section 5. SERIES AND  CLASSES.  The Board of Trustees  may  authorize  the
division  of Shares  into  separate  classes  of Shares  and into  separate  and
distinct  series of Shares and the division of any series into separate  classes
of Shares.  The  establishment  and  designation  of any series or class thereof
shall be effective,  without the requirement of Shareholder  approval,  upon the
adoption  of a  resolution  by not less  than a  majority  of the then  Board of
Trustees,  which resolution shall set forth such  establishment  and designation
and may provide,  to the extent  permitted by the DSTA,  for rights,  powers and
duties of such series or class thereof  otherwise than as provided herein.  Each
such resolution shall be incorporated herein by reference upon adoption.

     Section 6.  INDEMNIFICATION  OF SHAREHOLDERS.  If any Shareholder or former
Shareholder  shall be  exposed  to  liability  by  reason  of a claim or  demand
relating  exclusively  to his or her being or having been a Shareholder  and not
because of such Shareholder's  actions or omissions,  such Shareholder or former
Shareholder (or, in the case of a natural person,  his or her 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 to
be held harmless from and indemnified out of the assets of the Trust against all
loss and expense  arising  from such claim or demand;  provided,  however,  such
indemnity  shall  not  cover  (i)  any  taxes  due or  paid  by  reason  of such
Shareholder's ownership of any Shares and (ii) expenses charged to a Shareholder
pursuant to Article IV, Section 5 hereof.

                                  ARTICLE IV.

                              THE BOARD OF TRUSTEES

     Section 1. NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION.

          (a) The initial  Board of Trustees  shall be comprised of the Trustees
entering into this  Declaration  of Trust on the date first written  above,  who
shall hold  office  until the  initial  holder of a Share  executes a consent in
writing to elect a Board of  Trustees  that is  classified  and holds  office in
accordance with paragraph (c) of this Section 1. The initial  Trustees shall (i)
execute and file or cause to be filed the  Certificate  of Trust with the office
of the  Secretary  of State of the State of Delaware and (ii) adopt the By-Laws.
Each Trustee shall execute a counterpart to this Declaration of Trust.

          (b) The number of Trustees  constituting  the entire Board of Trustees
may be fixed  from time to time by the vote of a  majority  of the then Board of
Trustees;  PROVIDED,  HOWEVER,  that the number of Trustees shall in no event be
less than three (3) nor more than  fifteen (15) and the  percentage  of Trustees
who are not Interested Persons of the Trust shall be no less than that permitted
by the 1940 Act.  The number of  Trustees  shall not be reduced so as to shorten
the term of any Trustee then in office.

          (c) The Board of Trustees  (other  than the initial  Board of Trustees
established  pursuant to paragraph  (a) of this Section 1) shall be divided into
three (3) classes, with the term of office of one class expiring each year. Upon
the  written  consent of the  initial  Shareholder,  Trustees of the first class
shall be  elected  to hold  office for a term  expiring  at the next  succeeding
annual meeting at the time such Trustees'  successors are elected and qualified;
Trustees of the second class shall be elected to hold office for a term expiring
at the second  succeeding  annual meeting at the time such Trustees'  successors
are elected and  qualified;  and Trustees of the third class shall be elected to
hold office for a term expiring at the third  succeeding  annual  meeting at the
time such Trustees'  successors are elected and qualified.  Thereafter,  at each
annual  meeting of  Shareholders,  the successors to the class of Trustees whose
term shall then expire  shall be elected to hold  office for a term  expiring at
the third succeeding annual meeting.

          (d) Each Trustee shall hold office for the  applicable  term set forth
in  paragraph  (c) of this  Section 1 or until  such  Trustee's  earlier  death,
resignation, removal or inability otherwise to serve.

          (e) Any Trustee may be removed, with or without cause, by the
Shareholders, upon the vote of the holders of at least seventy-five percent
(75%) of the Shares entitled to vote.

          (f) Any Trustee may resign at any time by giving written notice to the
secretary  of  the  Trust  or to a  meeting  of  the  Board  of  Trustees.  Such
resignation shall be effective upon receipt, unless specified to be effective at
some  later  time,  but no later  than the next  succeeding  annual  meeting  of
Shareholders.

     Section 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action
that may be taken at any  meeting  of the  Board of  Trustees  or any  committee
thereof may be taken  without a meeting and without  prior  written  notice if a
consent or  consents in writing  setting  forth the action so taken is signed by
the  Trustees  having  not less than the  minimum  number of votes that would be
necessary to authorize or take that action at a meeting at which all Trustees on
the Board of Trustees or any committee thereof, as the case may be, were present
and voted. A consent  transmitted by electronic  transmission (as defined in the
DSTA) by a Trustee shall be deemed to be written and signed for purposes of this
Section.  All such  consents  shall be filed with the secretary of the Trust and
shall be maintained in the Trust's records.

     Section 3. POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE.

          (a) POWERS.  Subject to the  provisions of this  Declaration of Trust,
the  business  of the Trust  shall be managed by or under the  direction  of the
Board of Trustees, and such Board of Trustees shall have all powers necessary or
convenient to carry out that  responsibility.  The Board of Trustees  shall have
full power and  authority to do any and all acts and to make and execute any and
all contracts and instruments  that it may consider  necessary or appropriate in
connection  with the operation  and  administration  of the Trust.  The Board of
Trustees shall not be bound or limited by present or future laws or customs with
regard to  investments  by trustees or  fiduciaries,  but,  subject to the other
provisions  of this  Declaration  of Trust  and the  By-Laws,  shall  have  full
authority and absolute power and control over the assets and the business of the
Trust to the same extent as if the Board of Trustees  was the sole owner of such
assets  and  business  in its own right,  including  such  authority,  power and
control  to do all acts and  things as it, in its sole  discretion,  shall  deem
proper to accomplish the purposes of this Trust. Without limiting the foregoing,
the Board of Trustees may, subject to the requisite vote for such actions as set
forth in this  Declaration  of Trust  and the  By-Laws:  (1) adopt  By-Laws  not
inconsistent  with  applicable  law or this  Declaration  of Trust;  (2)  amend,
restate  and  repeal  such  By-Laws,  subject  to and  in  accordance  with  the
provisions  of such  By-Laws;  (3) fill  vacancies  on the Board of  Trustees in
accordance with this Declaration of Trust and the By-Laws;  (4) elect and remove
such officers and appoint and terminate such agents as it considers appropriate,
in accordance with this Declaration of Trust and the By-Laws;  (5) establish and
terminate  one or more  committees  of the  Board of  Trustees  pursuant  to the
By-Laws; (6) place Trust Property in custody as required by the 1940 Act, employ
one or more  custodians of the Trust Property and authorize  such  custodians to
employ sub-custodians and to place all or any part of such Trust property with a
custodian or a custodial  system meeting the  requirements  of the 1940 Act; (7)
retain a transfer  agent,  dividend  disbursing  agent, a shareholder  servicing
agent or  administrative  services  agent,  or any  number  thereof or any other
service  provider  as deemed  appropriate;  (8)  provide  for the  issuance  and
distribution of shares of beneficial  interest in the Trust or other  securities
or financial instruments directly or through one or more Principal  Underwriters
or otherwise;  (9) retain one or more  Investment  Adviser(s);  (10)  repurchase
Shares on behalf of the Trust and transfer  Shares  pursuant to applicable  law;
(11) set record  dates for the  determination  of  Shareholders  with respect to
various  matters,  in the  manner  provided  in  Article  V,  Section  4 of this
Declaration  of Trust;  (12)  declare and pay  dividends  and  distributions  to
Shareholders  from the Trust Property,  in accordance  with this  Declaration of
Trust  and the  By-Laws;  and (13) in  general  delegate  such  authority  as it
considers  desirable to any officer of the Trust,  to any committee of the Trust
and to any agent or  employee of the Trust or to any such  custodian,  transfer,
dividend  disbursing,   shareholder  servicing  agent,   Principal  Underwriter,
Investment Adviser,  or other service provider,  to the extent authorized and in
accordance with this  Declaration of Trust,  the By-Laws and applicable law. The
powers  of the Board of  Trustees  set forth in this  Section  3(a) are  without
prejudice  to the  other  powers  of the  Board of  Trustees  set  forth in this
Declaration  of Trust and the By-Laws.  Any  determination  as to what is in the
best interests of the Trust and its  Shareholders  made by the Board of Trustees
in good  faith  shall  be  conclusive.  In  construing  the  provisions  of this
Declaration of Trust,  the presumption  shall be in favor of a grant of power to
the Board of Trustees.

          (b) OTHER BUSINESS INTERESTS. The Trustees shall devote to the affairs
of the Trust such time as may be necessary for the proper  performance  of their
duties  hereunder,  but  neither  the  Trustees  nor  the  officers,  directors,
shareholders,  partners or employees of the Trustees,  if any, shall be expected
to devote their full time to the  performance of such duties.  The Trustees,  or
any Affiliate,  shareholder,  officer, director, partner or employee thereof, or
any Person  owning a legal or  beneficial  interest  therein,  may engage in, or
possess an interest  in, any  business or venture  other than the Trust,  of any
nature  and  description,  independently  or with or for the  account of others.
Neither the Trust nor any  Shareholder  shall have the right to  participate  or
share in such other  business or venture or any profit or  compensation  derived
therefrom.

          (c)  QUORUM  AND  REQUIRED  VOTE.  At all  meetings  of the  Board  of
Trustees,  a  majority  of the Board of  Trustees  shall be present in person in
order to constitute a quorum for the transaction of business. A meeting at which
a quorum is initially present may continue to transact business  notwithstanding
the departure of Trustees  from the meeting,  if any action taken is approved by
at least a majority of the required quorum for that meeting.  Subject to Article
III, Sections 1 and 6 of the By-Laws and except as otherwise  provided herein or
required by applicable law, the vote of not less than a majority of the Trustees
present at a meeting at which a quorum is present  shall be the act of the Board
of Trustees.

     Section 4. PAYMENT OF EXPENSES BY THE TRUST.  An authorized  officer of the
Trust shall pay or cause to be paid out of the principal or income of the Trust,
or partly out of the  principal  and partly out of the income of the Trust,  all
expenses,  fees,  charges,  taxes and  liabilities  incurred  by or  arising  in
connection with the maintenance or operation of the Trust, or in connection with
the  management   thereof,   including,   but  not  limited  to,  the  Trustees'
compensation and such expenses,  fees, charges, taxes and liabilities associated
with the services of the Trust's  officers,  employees,  Investment  Adviser(s),
Principal Underwriter,  auditors,  counsel, custodian,  sub-custodian,  transfer
agent,  dividend disbursing agent,  shareholder  servicing agent, and such other
agents or independent contractors and such other expenses,  fees, charges, taxes
and liabilities as the Board of Trustees may deem necessary or proper to incur.

     Section 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Board of Trustees shall
have the power,  as frequently as it may determine,  to cause any Shareholder to
pay  directly,  in advance or arrears,  for charges of the Trust's  custodian or
transfer,  dividend  disbursing,  shareholder  servicing  or  similar  agent for
services provided to such Shareholder,  an amount fixed from time to time by the
Board of Trustees, by setting off such amount due from such Shareholder from the
amount  of  (i)  declared  but  unpaid  dividends  or  distributions  owed  such
Shareholder,  or (ii) proceeds  from the  repurchase by the Trust of Shares from
such Shareholder pursuant to Article VI hereof.

     Section 6.  OWNERSHIP  OF TRUST  PROPERTY.  Legal title to all of the Trust
Property  shall at all times be vested in the  Trust,  except  that the Board of
Trustees  shall have the power to cause legal title to any Trust  Property to be
held by or in the name of any Person as  nominee,  on such terms as the Board of
Trustees may determine, in accordance with applicable law.

     Section 7. SERVICE CONTRACTS.

          (a)  Subject to this  Declaration  of Trust,  the By-Laws and the 1940
Act, the Board of Trustees may, at any time and from time to time,  contract for
exclusive or nonexclusive  investment advisory or investment management services
for the Trust with any corporation,  trust,  association or other  organization,
including any  Affiliate;  and any such contract may contain such other terms as
the Board of Trustees may determine, including without limitation, delegation of
authority to the Investment Adviser to determine from time to time without prior
consultation with the Board of Trustees what securities and other instruments or
property  shall be purchased or otherwise  acquired,  owned,  held,  invested or
reinvested  in, sold,  exchanged,  transferred,  mortgaged,  pledged,  assigned,
negotiated, or otherwise dealt with or disposed of, and what portion, if any, of
the Trust Property  shall be held  uninvested and to make changes in the Trust's
investments,  or to engage in such other  activities,  including  administrative
services, as may specifically be delegated to such party.

          (b) The Board of Trustees may also, at any time and from time to time,
contract with any Person, including any Affiliate,  appointing it or them as the
exclusive or nonexclusive placement agent,  distributor or Principal Underwriter
for the  Trust's  shares of  beneficial  ownership  or for other  securities  or
financial instruments to be issued by the Trust, or appointing it or them to act
as the  administrator,  custodian,  transfer agent,  dividend  disbursing  agent
and/or shareholder servicing agent for the Trust.

          (c) The Board of Trustees is further  empowered,  at any time and from
time to time, to contract with any Persons to provide such other services to the
Trust as the Board of Trustees  determines  to be in the best  interests  of the
Trust and its Shareholders.

          (d) None of the  following  facts or  circumstances  shall  affect the
validity  of any of the  following  contracts  or  disqualify  any  Shareholder,
Trustee,  employee  or officer of the Trust from voting  upon or  executing  the
same,  or  create  any  liability  or   accountability   to  the  Trust  or  the
Shareholders,  provided that the  establishment  of and performance of each such
contract is  permissible  under the 1940 Act,  and  provided  further  that such
Person is authorized to vote upon such contract under the 1940 Act:

                    (i)  the  fact  that  any  of  the  Shareholders,  Trustees,
employees or officers of the Trust is a shareholder, director, officer, partner,
trustee,  employee,  manager,  Adviser,  placement agent, Principal Underwriter,
distributor,  or Affiliate  or agent of or for any Person,  or for any parent or
Affiliate of any Person, with which any type of service contract provided for in
this Article IV,  Section 7 may have been or may  hereafter be made, or that any
such Person,  or any parent or Affiliate  thereof,  is a  Shareholder  or has an
interest in the Trust, or

                    (ii) the fact that any Person with which any type of service
contract  provided  for in this  Article  IV,  Section  7 may  have  been or may
hereafter  be made  also  has such a  service  contract  with one or more  other
Persons, or has other business or interests.

          (e) Every contract referred to in this Section 7 is required to comply
with this Declaration of Trust, the By-Laws,  the 1940 Act, other applicable law
and any stipulation by resolution of the Board of Trustees.

                                   ARTICLE V.

                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

     Section 1. VOTING  POWERS.  The  Shareholders  shall have the power to vote
only (i) for the  election of Trustees  and the filling of any  vacancies on the
Board of Trustees as set forth herein and in the  By-Laws;  (ii) for the removal
of  Trustees as set forth  herein;  (iii) on such  additional  matters as may be
required  by this  Declaration  of  Trust,  the  By-Laws,  the 1940  Act,  other
applicable  law and any  registration  statement  of the  Trust  filed  with the
Commission,  the  registration  of which is  effective;  and (iv) on such  other
matters as the Board of  Trustees  may  consider  necessary  or  desirable.  The
Shareholder of record (as of the record date  established  pursuant to Section 4
of this  Article V) of each Share  shall be  entitled  to one vote for each full
Share, and a fractional vote for each fractional Share.  Shareholders  shall not
be entitled  to  cumulative  voting in the  election of Trustees or on any other
matter.

     Section 2. QUORUM AND REQUIRED VOTE.

          (a) A  majority  of the  Shares  entitled  to vote at a  Shareholders'
meeting, which are present in person or represented by proxy, shall constitute a
quorum at the Shareholders' meeting,  except when a larger quorum is required by
applicable law or the  requirements  of any securities  exchange on which Shares
are listed  for  trading,  in which  case such  quorum  shall  comply  with such
requirements.  Abstentions and broker non-votes will be included for purposes of
determining  whether a quorum  is  present.  Subject  to any  provision  of this
Declaration  of Trust,  the By-Laws or applicable  law that requires a different
vote:  (1) in all matters other than the election of Trustees,  the  affirmative
"vote of a majority of the outstanding voting securities" (as defined herein) of
the  Trust  entitled  to vote at a  Shareholders'  meeting  at which a quorum is
present, shall be the act of the Shareholders; and (2) Trustees shall be elected
by not less than a plurality of the votes cast of the holders of Shares entitled
to vote present in person or represented by proxy at a Shareholders'  meeting at
which a quorum is present.

          (b) Abstentions and broker  non-votes will be treated as votes present
at a Shareholders'  meeting, but will not be treated as votes cast.  Abstentions
and broker non-votes, therefore, will have no effect on proposals that require a
plurality or any percentage of votes cast, or of Shares  present,  for approval,
but will have the same effect as a vote  "against"  on proposals  requiring  any
percentage of the outstanding voting securities of the Trust for approval.

     Section 3.  SHAREHOLDER  ACTION BY WRITTEN CONSENT  WITHOUT A MEETING.  Any
action which may be taken at any meeting of Shareholders  may be taken without a
meeting and  without  prior  notice if a consent or consents in writing  setting
forth the action so taken is signed by the  holders of all  Shares  entitled  to
vote on that  action and is received by the  secretary  of the Trust.  A consent
transmitted by electronic transmission (as defined in the DSTA) by a Shareholder
or by a person or persons authorized to act for a Shareholder shall be deemed to
be written and signed for purposes of this Section.  All such consents  shall be
filed with the  secretary  of the Trust and shall be  maintained  in the Trust's
records.  Any Shareholder that has given a written consent or the  Shareholder's
proxyholder or a personal  representative  of the  Shareholder or its respective
proxyholder may revoke the consent by a writing received by the secretary of the
Trust  before the  written  consents  of all Shares  entitled  to vote have been
received by the secretary of the Trust.

     Section 4. RECORD DATES.

          (a) For purposes of determining  the  Shareholders  entitled to notice
of, and to vote at, any meeting of Shareholders, the Board of Trustees may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted by the Board of Trustees, and which
record date shall not be more than one hundred  twenty  (120) days nor less than
ten (10) days before the date of any such meeting.  For purposes of  determining
the Shareholders  entitled to vote on any action without a meeting, the Board of
Trustees  may fix a record  date,  which  record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Trustees,  and which  record  date shall not be more than thirty (30) days after
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Trustees.

          (b) If the Board of Trustees does not so fix a record date:

               (i) the record  date for  determining  Shareholders  entitled  to
notice of, and to vote at, a meeting  of  Shareholders  shall be at the close of
business  on the day next  preceding  the day on which  notice  is given  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held.

               (ii) the record  date for  determining  Shareholders  entitled to
vote on any action by consent in writing without a meeting of Shareholders,  (1)
when no prior action by the Board of Trustees  has been taken,  shall be the day
on which the first  signed  written  consent  setting  forth the action taken is
delivered  to the Trust,  or (2) when prior  action of the Board of Trustees has
been  taken,  shall be at the close of business on the day on which the Board of
Trustees adopts the resolution taking such prior action.

          (c) For the purpose of determining the  Shareholders  who are entitled
to receive payment of any dividend or of any other distribution of assets of the
Trust,  the Board of  Trustees  may from time to time fix a record  date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall not be more than sixty (60)
days  before  the  date  for  the  payment  of  such   dividend  or  such  other
distribution.

     Section  5.  ADDITIONAL   PROVISIONS.   The  By-Laws  may  include  further
provisions for Shareholders' votes, meetings and related matters.

                                  ARTICLE VI.

             NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS

     Section 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.

          (a) The Board of Trustees  shall have the power to determine from time
to time the offering price for  authorized,  but unissued,  shares of beneficial
interest of the Trust,  subject to any  requirements  or limitations of the 1940
Act.

          (b) The Board of Trustees may, subject to the 1940 Act,  prescribe and
shall set forth in the Bylaws,  this  Declaration of Trust or in a resolution of
the Board of Trustees  such bases and time for  determining  the net asset value
per Share,  or net income  attributable  to the  Shares or the  declaration  and
payment of dividends and  distributions on the Shares,  as it may deem necessary
or desirable.

          (c) Before  payment of any dividend  there may be set aside out of any
funds of the  Trust  available  for  dividends  such sum or sums as the Board of
Trustees may from time to time,  in its absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any  property of the Trust or for such other  lawful
purpose as the Board of Trustees  shall deem to be in the best  interests of the
Trust and its  Shareholders,  and the Board of  Trustees  may  abolish  any such
reserve in the manner in which it was created.

     Section 2. REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT.

          (a) The Trust may repurchase  Shares on the open market or such Shares
as are tendered by any Shareholder for repurchase pursuant to a repurchase offer
or tender offer,  if any, made by the Trust  periodically  or from time to time,
upon the  presentation  by the  Shareholder  of a proper  instrument of transfer
together with a request  directed to the Trust, its transfer agent or other duly
authorized  agent,  that the Trust repurchase such Shares, or in accordance with
such other  procedures  for repurchase as the Board of Trustees may from time to
time  authorize;  and the  Trust  will  pay  therefor  a price  that  meets  the
requirements  of  Section  23 of the 1940 Act,  and the  rules  and  regulations
adopted thereunder,  and that is in accordance with the terms of such repurchase
offer, tender offer, this Declaration of Trust, the By-Laws and other applicable
law. The  obligations  set forth in this Section 2 are subject to the  provision
that such obligations may be suspended or postponed by the Board of Trustees (1)
during any time the New York Stock Exchange (the "Exchange") is closed for other
than  weekends or holidays;  (2) if  permitted  by the rules of the  Commission,
during  periods when trading on the  Exchange is  restricted;  or (3) during any
National  Financial  Emergency.  The Board of Trustees  may, in its  discretion,
declare that the suspension  relating to a National  Financial  Emergency  shall
terminate,  as the case may be, on the first  business day on which the Exchange
shall have  reopened or the period  specified  above  shall have  expired (as to
which, in the absence of an official ruling by the Commission, the determination
of the Board of Trustees shall be conclusive.)

          (b) The  repurchase  price may in any case or cases be paid  wholly or
partly  in kind if the  Board  of  Trustees  determines  that  such  payment  is
advisable  in  the  interest  of  the  remaining  Shareholders.  Subject  to the
foregoing,  the fair  value,  selection  and  quantity  of  securities  or other
property so paid or  delivered as all or part of the  repurchase  price shall be
determined by or under authority of the Board of Trustees.  In no case shall the
Trust be liable for any delay of any corporation or other Person in transferring
securities or other property selected for delivery as all or part of any payment
in kind.

     Section 3.  REPURCHASE OF SHARES  WITHOUT  SHAREHOLDER  CONSENT.  The Trust
shall have the right at its option and at any time,  subject to the 1940 Act and
other  applicable  law, to repurchase  Shares of any Shareholder at a price that
meets  the  requirements  of  Section  23 of the 1940  Act,  and the  rules  and
regulations adopted thereunder, and that is in accordance with the terms of this
Declaration of Trust, the By-Laws and other applicable law: (a) if at such time,
such Shareholder owns Shares having an aggregate net asset value of less than an
amount  determined from time to time by the Trustees;  or (b) to the extent that
such Shareholder owns Shares equal to or in excess of a percentage of the Shares
determined from time to time by the Trustees.

     Section 4. TRANSFER OF SHARES.  Shares shall be  transferable in accordance
with the provisions of the By-Laws.

                                  ARTICLE VII.

                             LIMITATION OF LIABILITY
                          AND INDEMNIFICATION OF AGENT

     Section 1. LIMITATION OF LIABILITY.

          (a) For the purpose of this  Article,  "Agent" means any Person who is
or was a Trustee,  officer,  employee  or other  agent of the Trust or is or was
serving at the request of the Trust as a trustee, director, officer, employee or
other  agent of another  foreign or  domestic  corporation,  partnership,  joint
venture, trust or other enterprise;  "Proceeding" means any threatened,  pending
or completed action or proceeding,  whether civil,  criminal,  administrative or
investigative; and "Expenses" include without limitation attorneys' fees and any
expenses of establishing a right to indemnification under this Article.

          (b) An Agent  shall be  liable  to the  Trust  and to any  Shareholder
solely for such Agent's own willful misfeasance,  bad faith, gross negligence or
reckless  disregard  of the duties  involved  in the conduct of such Agent (such
conduct referred to herein as "Disqualifying Conduct"), and for nothing else.

          (c)  Subject to  subsection  (b) of this  Section 1 and to the fullest
extent that  limitations  on the  liability of Agents are permitted by the DSTA,
the  Agents  shall  not be  responsible  or  liable  in any event for any act or
omission of any other Agent of the Trust or any Investment  Adviser or Principal
Underwriter of the Trust.

          (d) No Agent, when acting in its respective capacity as such, shall be
personally  liable to any Person,  other than the Trust or a Shareholder  to the
extent  provided  in  subsections  (b) and (c) of this  Section  1, for any act,
omission or obligation of the Trust or any Trustee thereof.

          (e) The  officers  and  Trustees  may  obtain the advice of counsel or
other experts with respect to the meaning and operation of this  Declaration  of
Trust, the By-Laws,  applicable law and their  respective  duties as officers or
Trustees.  No such officer or Trustee shall be liable for any act or omission in
accordance  with such advice and no inference  concerning  liability shall arise
from a failure to follow such advice.  The  officers  and Trustees  shall not be
required  to give any bond  hereunder,  nor any surety if a bond is  required by
applicable law.

          (f) The failure to make timely collection of dividends or interest, or
to take timely action with respect to  entitlements,  on the Trust's  securities
issued in  emerging  countries,  shall not be deemed to be  negligence  or other
fault on the part of any Agent,  and no Agent shall have any  liability for such
failure  or for  any  loss  or  damage  resulting  from  the  imposition  by any
government of exchange control  restrictions which might affect the liquidity of
the Trust's assets or from any war or political act of any foreign government to
which such assets might be exposed, except, in the case of a Trustee or officer,
for liability resulting from such Trustee's or officer's Disqualifying Conduct.

          (g) The limitation on liability  contained in this Article  applies to
events  occurring  at the time a Person  serves as an Agent  whether or not such
Person is an Agent at the time of any Proceeding in which liability is asserted.

          (h) No amendment or repeal of this Article shall adversely  affect any
right or  protection  of an Agent that exists at the time of such  amendment  or
repeal.

     Section 2. INDEMNIFICATION.

          (a) INDEMNIFICATION BY TRUST. The Trust shall indemnify,  out of Trust
Property,  to the fullest extent  permitted under applicable law, any Person who
was or is a party  or is  threatened  to be made a party  to any  Proceeding  by
reason  of the fact that such  Person is or was an Agent of the  Trust,  against
Expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred in connection  with such Proceeding if such Person acted in
good faith or in the case of a criminal  proceeding,  had no reasonable cause to
believe  the  conduct  of such  Person  was  unlawful.  The  termination  of any
Proceeding by judgment, order, settlement, conviction or plea of nolo contendere
or its equivalent  shall not of itself create a presumption  that the Person did
not act in good faith or that the Person had  reasonable  cause to believe  that
the Person's conduct was unlawful.

          (b) EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the
contrary contained herein,  there shall be no right to  indemnification  for any
liability arising by reason of the Agent's Disqualifying  Conduct. In respect of
any claim,  issue or matter as to which that Person shall have been  adjudged to
be  liable  in the  performance  of  that  Person's  duty  to the  Trust  or the
Shareholders  indemnification shall be made only to the extent that the court in
which that action was brought shall  determine,  upon  application or otherwise,
that in view of all the circumstances of the case, that Person was not liable by
reason of that Person's Disqualifying Conduct.

          (c) REQUIRED APPROVAL. Any indemnification under this Article shall be
made by the Trust if  authorized in the specific  case on a  determination  that
indemnification  of the Agent is proper in the  circumstances by a majority vote
of  Trustees,  even though such number of Trustees  shall be less than a quorum,
who are not parties to the  Proceeding and have no economic or other interest in
connection  with such specific case; a committee of such Trustees  designated by
majority vote of such Trustees even though such number of Trustees shall be less
than a quorum; or by independent legal counsel in a written opinion.

          (d)  ADVANCEMENT  OF  EXPENSES.  Expenses  incurred  by  an  Agent  in
defending  any  Proceeding  may  be  advanced  by the  Trust  before  the  final
disposition  of the  Proceeding on receipt of an  undertaking by or on behalf of
the  Agent  to repay  the  amount  of the  advance  if it  shall  be  determined
ultimately  that the Agent is not entitled to be  indemnified  as  authorized in
this Article.

          (e) OTHER CONTRACTUAL RIGHTS.  Nothing contained in this Article shall
affect any right to  indemnification  to which  Persons  other than Trustees and
officers of the Trust or any  subsidiary  thereof may be entitled by contract or
otherwise.

          (f) FIDUCIARIES OF EMPLOYEE  BENEFIT PLAN. This Article does not apply
to any Proceeding against any trustee,  investment manager or other fiduciary of
an employee  benefit plan in that  Person's  capacity as such,  even though that
Person  may also be an  Agent  of the  Trust as  defined  in  Section  1 of this
Article.   Nothing   contained  in  this  Article   shall  limit  any  right  to
indemnification to which such a trustee,  investment manager, or other fiduciary
may be  entitled  by contract or  otherwise  which shall be  enforceable  to the
extent permitted by applicable law other than this Article.

     Section 3.  INSURANCE.  To the fullest extent  permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust  Property,
insurance  for  liability  and for all Expenses  reasonably  incurred or paid or
expected to be paid by an Agent in connection  with any Proceeding in which such
Agent becomes involved by virtue of such Agent's  actions,  or omissions to act,
in its  capacity  or former  capacity  with the Trust,  whether or not the Trust
would have the power to indemnify such Agent against such liability.

     Section 4. DERIVATIVE  ACTIONS.  Subject to the  requirements  set forth in
Section 3816 of the DSTA, a Shareholder or  Shareholders  may bring a derivative
action on behalf of the Trust only if the Shareholder or Shareholders first make
a pre-suit  demand upon the Board of Trustees to bring the subject action unless
an effort to cause the Board of  Trustees  to bring such  action is  excused.  A
demand on the Board of Trustees shall only be excused if a majority of the Board
of Trustees,  or a majority of any committee  established to consider the merits
of such  action,  has a material  personal  financial  interest in the action at
issue.  A Trustee  shall not be deemed  to have a  material  personal  financial
interest in an action or otherwise be disqualified  from ruling on a Shareholder
demand by virtue of the fact that such Trustee  receives  remuneration  from his
service  on the Board of  Trustees  of the Trust or on the boards of one or more
investment  companies  with  the same or an  affiliated  investment  advisor  or
underwriter.

                                 ARTICLE VIII.

                        APPROVAL OF CERTAIN TRANSACTIONS

     Section  1.  VOTE  REQUIRED.  Notwithstanding  any other  provision  of the
Declaration of Trust to the contrary and subject to the  exceptions  provided in
this Article VIII, each of the transactions described in this Article VIII shall
require the  approval of the Board of Trustees and the  affirmative  vote of the
holders of at least seventy-five percent (75%) of the Shares entitled to vote to
approve,  adopt or  authorize  such  transaction  unless  such  action  has been
previously  approved,  adopted or authorized by the affirmative vote of at least
two-thirds  (66 2/3%) of the Board of  Trustees,  in which case the  Shareholder
vote set forth in Article V, Section 2(a)(1) shall be required.

     Section 2.  DISSOLUTION.  The Trust shall have perpetual  existence  unless
dissolved upon:

          (a) The vote of the Board of Trustees and Shareholders as set forth in
Section 1 of this Article VIII; or

          (b) Upon the occurrence of a dissolution or termination event pursuant
to any other  provision of this  Declaration of Trust  (including  Article VIII,
Section 3) or the DSTA.

          (c) Upon  dissolution of the Trust,  the Trustees shall (in accordance
with  Section  3808 of the DSTA)  pay or make  reasonable  provision  to pay all
claims and obligations of the Trust,  including all  contingent,  conditional or
unmatured  claims  and  obligations  known  to the  Trust,  and all  claims  and
obligations  which are known to the  Trust,  but for which the  identity  of the
claimant  is  unknown.  If the Trust has  sufficient  assets,  such  claims  and
obligations  shall be paid in full and any such  provisions for payment shall be
made in full. If the Trust has insufficient  assets, such claims and obligations
shall be paid or provided for according to their  priority and, among claims and
obligations  of equal  priority,  ratably  to the  extent  of  assets  available
therefor.  Any remaining  assets of the Trust  (including,  without  limitation,
cash,  securities  or any  combination  thereof)  shall  be  distributed  to the
Shareholders  ratably  according  to the number of Shares  held of record by the
several Shareholders on the record date for such dissolution distribution.  Upon
the winding up of the Trust in accordance  with Section 3808 of the DSTA and its
termination,  any one (1)  Trustee  shall  execute,  and  cause to be  filed,  a
certificate  of  cancellation,  with the office of the Secretary of State of the
State of Delaware in accordance with the provisions of Section 3810 of the DSTA.

     Section 3. MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION.

          (a) MERGER OR  CONSOLIDATION.  Pursuant to an  agreement  of merger or
consolidation, the Board of Trustees may cause the Trust to merge or consolidate
with or into one or more  statutory  trusts or  "other  business  entities"  (as
defined in Section 3801 of the DSTA)  formed or organized or existing  under the
laws of the State of  Delaware  or any other  state of the United  States or any
foreign country or other foreign jurisdiction.  Any such merger or consolidation
shall require  approval by vote of the Board of Trustees and Shareholders as set
forth in Section 1 of this Article VIII. By reference to Section  3815(f) of the
DSTA, any agreement of merger or consolidation  approved in accordance with this
Section 3(a) may, without a Shareholder vote, unless required by the 1940 Act or
the  requirements  of any  securities  exchange  on which  Shares are listed for
trading,  effect any  amendment to this  Declaration  of Trust or the By-Laws or
effect the adoption of a new governing  instrument if the Trust is the surviving
or resulting  statutory or business trust in the merger or consolidation,  which
amendment or new governing  instrument  shall be effective at the effective time
or date of the merger or  consolidation.  In all  respects  not  governed by the
DSTA, the 1940 Act or other applicable law, the Board of Trustees shall have the
power to prescribe additional  procedures necessary or appropriate to accomplish
a merger or  consolidation,  including  the power to create one or more separate
statutory  or  business  trusts  to  which  all  or  any  part  of  the  assets,
liabilities,  profits or losses of the Trust may be  transferred  and to provide
for the  conversion  of  Shares  into  beneficial  interests  in  such  separate
statutory  or  business  trust or  trusts.  Upon  completion  of the  merger  or
consolidation,  if the Trust is the surviving or resulting statutory or business
trust,  any one (1) Trustee shall execute,  and cause to be filed, a certificate
of merger or consolidation in accordance with Section 3815 of the DSTA.

          (b)  CONVERSION.  The  Board of  Trustees  may  cause (i) the Trust to
convert to an "other  business  entity" (as defined in Section 3801 of the DSTA)
formed  or  organized  under  the laws of the  State of  Delaware  as  permitted
pursuant  to  Section  3821 of the DSTA;  (ii) the Shares to be  converted  into
beneficial  interests in another statutory or business trust created pursuant to
this Section 3 of this Article VIII,  or (iii) the Shares to be exchanged  under
or pursuant to any state or federal statute to the extent  permitted by law. Any
such  statutory  conversion,  Share  conversion or Share  exchange shall require
approval  by vote of the  Board of  Trustees  and  Shareholders  as set forth in
Section 1 of this  Article  VIII;  PROVIDED,  HOWEVER,  that in all respects not
governed by the DSTA, the 1940 Act, other  applicable law or the requirements of
any  securities  exchange on which Shares are listed for  trading,  the Board of
Trustees shall have the power to prescribe  additional  procedures  necessary or
appropriate  to  accomplish a statutory  conversion,  Share  conversion or Share
exchange,  including  the  power to create  one or more  separate  statutory  or
business trusts to which all or any part of the assets, liabilities,  profits or
losses of the Trust may be  transferred  and to provide  for the  conversion  of
Shares into beneficial interests in such separate statutory or business trust or
trusts.

          (c) REORGANIZATION. The Board of Trustees may cause the Trust to sell,
convey  and  transfer  all or  substantially  all of the  assets of the Trust to
another trust,  statutory or business trust,  partnership,  limited partnership,
limited liability company,  corporation or other association organized under the
laws of any state in exchange  for cash,  shares or other  securities  with such
sale,  conveyance  and  transfer  either (a) being made  subject to, or with the
assumption by the transferee of, the  liabilities of the Trust, or (b) not being
made subject to, or not with the  assumption  of, such  liabilities.  Such sale,
conveyance and transfer shall require  approval by vote of the Board of Trustees
and Shareholders as set forth in Section 1 of this Article VIII.  Following such
sale, conveyance and transfer, the Board of Trustees shall distribute such cash,
shares or other  securities  ratably among the  Shareholders;  and if all of the
assets of the Trust have been so sold, conveyed and transferred, the Trust shall
be  dissolved.  In all respects not governed by the DSTA,  the 1940 Act or other
applicable  law,  the  Board  of  Trustees  shall  have the  power to  prescribe
additional  procedures  necessary or  appropriate to accomplish a sale of assets
including the power to create one or more separate  statutory or business trusts
to which all or any part of the  assets,  liabilities,  profits or losses of the
Trust may be  transferred  and to  provide  for the  conversion  of Shares  into
beneficial interests in such separate statutory or business trust or trusts.

     Section 4.  RECLASSIFICATION  OF THE TRUST. The Board of Trustees may cause
the Trust to be converted from a "closed-end  company" to an "open-end  company"
(as those terms are defined,  respectively,  in Sections  5(a)(2) and 5(a)(1) of
the 1940 Act). Such reclassification of the Trust shall require approval by vote
of the Board of  Trustees  and  Shareholders  as set forth in  Section 1 of this
Article VIII.

                                  ARTICLE IX.

                                   AMENDMENTS

     Section 1. AMENDMENTS GENERALLY.  Subject to the provisions of Section 3(a)
of Article VIII and Section 2 of this Article IX, this  Declaration of Trust may
be  restated  and/or  amended  at any  time by the  Board of  Trustees,  without
approval of the Shareholders.  The Certificate of Trust shall be restated and/or
amended at any time by the Board of Trustees,  without Shareholder  approval, to
correct any inaccuracy  contained therein. Any such restatement and/or amendment
of the  Certificate  of Trust  shall be executed by at least one (1) Trustee and
shall be effective  immediately upon its filing with the office of the Secretary
of State of the  State of  Delaware  or upon such  future  date as may be stated
therein.

     Section 2. SPECIAL AMENDMENTS.  Notwithstanding any other provision of this
Declaration  of Trust or the  By-Laws,  the  amendment  or repeal of Article IV,
Sections 1, 2 and 3, Article V, Article VII, Article VIII and this Article IX of
this  Declaration  of Trust shall  require the approval of the Board of Trustees
and the  affirmative  vote of  holders of at least  two-thirds  (66 2/3%) of the
Shares  entitled  to vote,  unless  such action has  previously  been  approved,
adopted or authorized by the affirmative  vote of at least  two-thirds (66 2/3%)
of the  Board of  Trustees,  in which  case the  Shareholder  vote set  forth in
Article V, Section 2(a)(1) shall be required.

                                   ARTICLE X.

                                  MISCELLANEOUS

     Section 1. REFERENCES; HEADINGS; COUNTERPARTS. In this Declaration of Trust
and in any such restatements  and/or amendments,  references to this instrument,
and all  expressions  of similar effect to "herein,"  "hereof' and  "hereunder,"
shall be deemed to refer to this  instrument  as amended or affected by any such
restatements  and/or  amendments.  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.  This
instrument may be executed in any number of counterparts, each of which shall be
deemed an original.

     Section 2. APPLICABLE  LAW. This  Declaration of Trust is created under and
is to be governed by and construed and administered according to the laws of the
State of Delaware and the  applicable  provisions  of the 1940 Act and the Code.
The Trust shall be a Delaware  statutory trust pursuant to the DSTA, and without
limiting  the  provisions  hereof,  the Trust may  exercise  all powers that are
ordinarily exercised by such a statutory trust.

     Section 3. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

          (a) The provisions of this Declaration of Trust 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 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 this  Declaration of Trust 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 this Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination.

          (b) If any  provision  of this  Declaration  of  Trust  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 this Declaration of Trust in any jurisdiction.

     Section 4.  STATUTORY  TRUST ONLY.  It is the  intention of the Trustees to
create hereby a statutory  trust pursuant to the DSTA, and thereby to create the
relationship  of trustee and  beneficial  owners  within the meaning of the DSTA
between,  respectively,  the  Trustees  and  each  Shareholder.  It is  not  the
intention  of the Trustees to create a general or limited  partnership,  limited
liability company, joint stock association,  corporation,  bailment, or any form
of legal relationship other than a statutory trust pursuant to the DSTA. Nothing
in this Declaration of Trust shall be construed to make the Shareholders, either
by  themselves  or with the  Trustees,  partners  or  members  of a joint  stock
association.

     Section 5. USE OF THE NAMES "FRANKLIN" OR "TEMPLETON".

          (a) The Board of Trustees  expressly agrees and acknowledges  that the
names  "Franklin" and "Templeton"  are the sole property of Franklin  Resources,
Inc. ("FRI").  FRI has granted to the Trust a non-exclusive  license to use such
names as part of the  name of the  Trust  now and in the  future.  The  Board of
Trustees  further  expressly  agrees  and  acknowledges  that the  non-exclusive
license  granted  herein may be terminated by FRI if the Trust ceases to use FRI
or one of its  Affiliates  as Investment  Adviser or to use other  Affiliates or
successors of FRI for such purposes. In such event, the nonexclusive license may
be revoked  by FRI and the Trust  shall  cease  using the names  "Franklin"  and
"Templeton," or any name misleadingly implying a continuing relationship between
the Trust and FRI or any of its Affiliates, as part of its name unless otherwise
consented to by FRI or any successor to its interests in such names.

         The Board of Trustees further understands and agrees that so long as
Franklin and/or any future advisory Affiliate of Franklin shall continue to
serve as the Trust's Investment Adviser, other registered closed- or open-end
investment companies ("funds") as may be sponsored or advised by Franklin or its
Affiliates shall have the right permanently to adopt and to use the names
"Franklin" and "Templeton" in their names and in the names of any series or
class of shares of such funds.

         [The remainder of this page has been intentionally left blank.]






         IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Agreement and Declaration of Trust as of the date first written above.




/s/CHARLES B. JOHNSON                     /s/EDITH E. HOLIDAY
- --------------------------------          -----------------------------------
Charles B. Johnson                        Edith E. Holiday


/s/HARRIS J. ASHTON                       /s/BETTY P. KRAHMER
- --------------------------------          -----------------------------------
Harris J. Ashton                          Betty P. Krahmer


/s/NICHOLAS F. BRADY                      /s/GORDON S. MACKLIN
- --------------------------------          -----------------------------------
Nicholas F. Brady                         Gordon S. Macklin


/s/FRANK J. CROTHERS                      /s/FRED R. MILLSAPS
- --------------------------------          -----------------------------------
Frank J. Crothers                         Fred R. Millsaps


/s/S. JOSEPH FORTUNATO                    /s/FRANK A. OLSON
- --------------------------------          -----------------------------------
S. Joseph Fortunato                       Frank A. Olson


/s/ANDREW H. HINES, JR.                   /s/CONSTANTINE D. TSERETOPOULOS
- --------------------------------          -----------------------------------
Andrew H. Hines, Jr.                      Constantine D. Tseretopoulos









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.3
<SEQUENCE>4
<FILENAME>bylaws.txt
<DESCRIPTION>GIM BY-LAWS DTD 12/2/03
<TEXT>
                                     BY-LAWS

                                       of

                          TEMPLETON GLOBAL INCOME FUND
                           A Delaware Statutory Trust

                          (As Adopted December 2, 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. Every Shareholder by virtue of having become a Shareholder shall be bound
by these By-Laws.


                                   ARTICLE I
                                   Definitions

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

               (a) "1940 Act" shall mean the Investment  Company Act of 1940 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 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 to
be 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  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, trust, estate, association,  corporation,  organization, custodian,
nominee  or any other  individual  or  entity  in its own or any  representative
capacity;

               (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 refer to the Delaware  statutory  trust formed
pursuant to the  Declaration of Trust 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

               (o) "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  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,
and (iv) 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 or electronic 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  any  electronic  transmission,   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  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,  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 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 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 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  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 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.


                                      [Effective as of December 2, 2003]


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