<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]


</TEXT>
</DOCUMENT>
