EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM
To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Asian Small Companies Fund:
In planning and performing our audit of the
financial statements of Eaton Vance Asian
Small Companies Fund (the "Fund") (one of
the funds constituting Eaton Vance Growth
Trust) as of and for the year ended August
31, 2012, in accordance with the standards
of the Public Company Accounting
Oversight Board (United States), we
considered the Fund's internal control over
financial reporting, including controls over
safeguarding securities, as a basis for
designing our auditing procedures for the
purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 19, 2012

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Greater China Growth Fund:
In planning and performing our audit of the
financial statements of Eaton Vance Greater
China Growth Fund (the "Fund") (one of
the funds constituting Eaton Vance Growth
Trust) as of and for the year ended August
31, 2012, in accordance with the standards
of the Public Company Accounting
Oversight Board (United States), we
considered the Fund's internal control over
financial reporting, including controls over
safeguarding securities, as a basis for
designing our auditing procedures for the
purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 22, 2012

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Multi-Cap Growth Fund:
In planning and performing our audit of the
financial statements of Eaton Vance Multi-
Cap Growth Fund (the "Fund") (one of the
funds constituting Eaton Vance Growth
Trust) as of and for the year ended August
31, 2012, in accordance with the standards
of the Public Company Accounting
Oversight Board (United States), we
considered the Fund's internal control over
financial reporting, including controls over
safeguarding securities, as a basis for
designing our auditing procedures for the
purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 18, 2012

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Richard Bernstein All Asset Strategy Fund:
In planning and performing our audit of the
financial statements of Eaton Vance Richard
Bernstein All Asset Strategy Fund (the
"Fund") (one of the funds constituting
Eaton Vance Growth Trust) as of and for
the period ended August 31, 2012, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered the Fund's
internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing our
auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 18, 2012

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Richard Bernstein Equity Strategy Fund:
In planning and performing our audit of the
financial statements of Eaton Vance Richard
Bernstein Equity Strategy Fund (the
"Fund") (one of the funds constituting
Eaton Vance Growth Trust) as of and for
the year ended August 31, 2012, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered the Fund's
internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing our
auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 17, 2012

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM
To the Trustees of Eaton Vance Growth
Trust and Shareholders of Eaton Vance
Worldwide Health Sciences Fund:
In planning and performing our audit of the
financial statements of Eaton Vance
Worldwide Health Sciences Fund (the
"Fund") (one of the funds constituting
Eaton Vance Growth Trust) as of and for
the year ended August 31, 2012, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered the Fund's
internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing our
auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, but not for
the purpose of expressing an opinion on the
effectiveness of the Fund's internal control
over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls.  A fund's internal control
over financial reporting is a process designed
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles.  A
fund's internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to
permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management of the fund and trustees of the
trust; and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements.  Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies,
in internal control over financial reporting,
such that there is a reasonable possibility that
a material misstatement of a fund's annual or
interim financial statements will not be
prevented or detected on a timely basis.
Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States).  However, we noted no
deficiencies in the Fund's internal control
over financial reporting and its operation,
including controls for safeguarding securities
that we consider to be a material weakness,
as defined above, as of August 31, 2012.
This report is intended solely for the
information and use of management and the
Trustees of Eaton Vance Growth Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
October 16, 2012

EX-99.77I NEW SECUR

Response to Item 77I

Eaton Vance Multi-Cap Growth Fund
The Fund began issuing Class I shares during
the period.  The terms of this share class are
described in the Fund's prospectus and
statement of additional information, which
are incorporated herein by reference.

EX-99.77Q1 OTHR EXHB

EATON VANCE GROWTH TRUST




AMENDED AND RESTATED
BY-LAWS

As Adopted April 23, 2012

TABLE OF CONTENTS


PAGE

ARTICLE I - The Trustees  	1

	Section 1	Election and Term of
Office  	1
	Section 2	Number of Trustees
	1
	Section 3	Resignation and Removal
	1
	Section 4	Vacancies  	3
	Section 5	Temporary Absence of
Trustee  	3
	Section 6	Effect of Death,
Resignation, Removal, Etc. of a Trustee
	3

ARTICLE II - Officers and Their Election  	3

	Section 1	Officers  	3
	Section 2	Election of Officers
	3
	Section 3	Resignations and
Removals  	3

ARTICLE III - Powers and Duties of Trustees
and Officers  	4

	Section 1	Trustees  	4
	Section 2	Executive and other
Committees  	4
	Section 3	Chairman of the Trustees
	4
	Section 4	President  	4
	Section 5	Treasurer  	5
	Section 6	Secretary  	5
	Section 7	Other Officers  	5
	Section 8	Compensation  	5

ARTICLE IV - Meetings of Shareholders
	5

	Section 1	Meetings  	5
	Section 2	Place of Meetings  	5
	Section 3	Notice of Meetings
	5
	Section 4	Quorum  	6
	Section 5	Voting  	6
	Section 6	Proxies  	7
	Section 7	Consents  	7

ARTICLE V - Trustees Meetings  	7

	Section 1	Meetings  	7
	Section 2	Notices  	7
	Section 3	Consents  	8
	Section 4	Place of Meetings  	8
	Section 5	Quorum and Manner of
Acting  	8

ARTICLE VI - Shares of Beneficial Interest
	8

	Section 1	Certificates for Shares of
Beneficial Interest  	8
	Section 2	Transfer of Shares  	8
	Section 3	Transfer Agent and
Registrar; Regulations  	9
	Section 4	Closing of Transfer Books
and Fixing Record Date  	9
	Section 5	Lost, Destroyed or
Mutilated Certificates  	9
	Section 6	Record Owner of Shares
	9

ARTICLE VII - Fiscal Year  	9

ARTICLE VIII - Seal  		10

ARTICLE IX - Inspection of Books  	10

ARTICLE X - Custodian  	10

ARTICLE XI - Limitation of Liability and
Indemnification  	11

	Section 1	Limitation of Liability
	11
	Section 2	Indemnification of
Trustees and Officers  	11
	Section 3	Indemnification of
Shareholders  	12

ARTICLE XII - Underwriting Arrangements
	12

ARTICLE XIII- Report to Shareholders  	13

ARTICLE XIV - Certain Transactions  	13

	Section 1	Long and Short Positions
	13
	Section 2	Loans of Trust Assets
	13
	Section 3	Miscellaneous  	13

ARTICLE XV - Amendments  	14



AMENDED AND RESTATED
BY-LAWS

OF

EATON VANCE GROWTH TRUST

________________________


	These Amended and Restated By-Laws
are made and adopted as of April 23, 2012
pursuant to Article V (b) of the Declaration of
Trust establishing EATON VANCE GROWTH
TRUST (the "Trust"), dated May 25, 1989 as
from time to time amended (the
"Declaration of Trust").  All words and terms
capitalized in these By-Laws shall have the
meaning or meanings set forth for such words
or terms in the Declaration of Trust.

ARTICLE I

The Trustees

SECTION 1.  Election and Term of Office.  The
Trustees named in the Preamble of the
Declaration of Trust and any additional
Trustees appointed pursuant to Section 4 of
this Article I, shall serve as Trustees during the
lifetime of the Trust, except as otherwise
provided below.

SECTION 2.  Number of Trustees.  The number
of Trustees shall be fixed by the Trustees,
provided, however, that such number shall at
no time exceed eighteen.

SECTION 3.  Resignation and Removal.  Any
Trustee may resign his trust by written
instrument signed by him and delivered to
the other Trustees, which shall take effect
upon such delivery or upon such later date as
is specified therein.  Any Trustee who
requests in writing to be retired or who has
become incapacitated by illness or injury may
be retired by written instruments signed by a
majority of the other Trustees, specifying the
date of his retirement.  Any Trustee may be
removed with or without cause, by (i) the
affirmative vote of holders of two-thirds of
the Shares or, (ii) the affirmative vote of, or
written instrument, signed by at least two-
thirds of the remaining Trustees prior to such
removal, specifying the date when such
removal shall become effective, provided,
however, that the removal of any Trustee who
is not an Interested Person of the Trust shall
additionally require the affirmative vote of, or
a written instrument executed by, at least
two-thirds of the remaining Trustees who are
not Interested Persons of the Trust.

	No natural person shall serve as a
Trustee of the Trust after the holders of
record of not less than two-thirds of the
outstanding shares of beneficial interest of
the Trust (the "shares") have declared that
he be removed from that office by a
declaration in writing signed by such holders
and filed with the Custodian of the assets of
the Trust or by votes cast by such holders in
person or by proxy at a meeting called for the
purpose.  Solicitation of such a declaration
shall be deemed a solicitation of a proxy
within the meaning of Section 20(a) of the
Investment Company Act of 1940, as
amended.  As used herein, the term "Act"
shall mean the Investment Company Act of
1940 and the rules and regulations
thereunder, as amended from time to time.

	The Trustees of the Trust shall
promptly call a meeting of the shareholders
for the purpose of voting upon a question of
removal of any such Trustee or Trustees when
requested in writing so to do by the record
holders of not less than 10 per centum of the
outstanding shares.

	Whenever ten or more shareholders of
record of the Trust who have been such for at
least six months preceding the date of
application, and who hold in the aggregate
either shares having a net asset value of at
least $25,000 or at least 1 per centum of the
outstanding shares, whichever is less, shall
apply to the Trustees in writing, stating that
they wish to communicate with other
shareholders with a view to obtaining
signatures to a request for a meeting of
shareholders pursuant to this Section 3 and
accompanied by a form of communication
and request which they wish to transmit, the
Trustees shall within five business days after
receipt of such application either

	(1) afford to such applicants access to a
list of the names and addresses of all
shareholders as recorded on the books of the
Trust; or

	(2) inform such applicants as to the
approximate number of shareholders of
record, and the approximate cost of mailing
to them the proposed communication and
form of request.

	If the Trustees elect to follow the
course specified in subparagraph (2) above of
this Section 3, the Trustees, upon the written
request of such applicants, accompanied by a
tender of the material to be mailed and of the
reasonable expenses of mailing, shall, with
reasonable promptness, mail such material to
all shareholders of record at their addresses
as recorded on the books, unless within five
business days after such tender the Trustees
shall mail to such applicants and file with the
Securities and Exchange Commission ("the
Commission"), together with a copy of the
material to be mailed, a written statement
signed by at least a majority of the Trustees to
the effect that in their opinion either such
material contains untrue statements of fact or
omits to state facts necessary to make the
statements contained therein not misleading,
or would violate applicable law, and
specifying the basis of such opinion.

	After the Commission has had an
opportunity for hearing upon the objections
specified in the written statement so filed by
the Trustees, the Trustees or such applicants
may demand that the Commission enter an
order either sustaining one or more of such
objections or refusing to sustain any of such
objections.  If the Commission shall enter an
order refusing to sustain any of such
objections, or if, after the entry of an order
sustaining one or more of such objections,
the Commission shall find, after notice and
opportunity for hearing, that all objections so
sustained have been met, and shall enter an
order so declaring, the Trustees shall mail
copies of such material to all shareholders
with reasonable promptness after the entry of
such order and the renewal of such tender.

	Until such provisions become null, void,
inoperative and removed from these By-Laws
pursuant to the next sentence, the provisions
of all but the first paragraph of this Section 3
may not be amended or repealed without the
vote of a majority of the Trustees and a
majority of the outstanding shares of the
Trust.  These same provisions shall be
deemed null, void, inoperative and removed
from these By-Laws upon the effectiveness of
any amendment to the Act which eliminates
them from Section 16 of the Act or the
effectiveness of any successor Federal law
governing the operation of the Trust which
does not contain such provisions.


SECTION 4.  Vacancies.  The term of office of a
Trustee shall terminate and a vacancy shall
occur in the event of the declination, death,
resignation, retirement, removal, adjudicated
incompetence, or other incapacity to perform
the duties of the office, or removal, of a
Trustee. No such vacancy shall operate to
annul these By-Laws or to revoke any existing
agency created pursuant to the terms of
these By-Laws.  In the case of a vacancy,
including a vacancy resulting from an increase
in the number of Trustees, such vacancy may
be filled by (i) holders of a plurality of the
Shares entitled to vote, acting at any meeting
of holders held in accordance with the By-
Laws, or (ii) to the extent permitted by the
1940 Act, the vote of a majority of the
Trustees. As soon as any Trustee so appointed
shall have accepted this trust, the trust estate
shall vest in the new Trustee or Trustees,
together with the continuing Trustees,
without any further act or conveyance, and he
shall be deemed a Trustee hereunder and
under the Declaration of Trust. The power of
appointment is subject to the provisions of
Section l6(a) of the Act. Any Trustee so
elected by the holders or appointed by the
Trustees shall hold office as provided in these
By-Laws.

SECTION 5.  Temporary Absence of Trustee.
Any Trustee may, by power of attorney,
delegate his power for a period not
exceeding six months at an one time to any
other Trustee or Trustees, provided that in no
case shall less than two Trustees personally
exercise the other powers hereunder except
as herein otherwise expressly provided.

SECTION 6.  Effect of Death, Resignation,
Removal, Etc. of a Trustee.  The death,
declination, resignation, retirement, removal,
or incapacity of the Trustees, or anyone of
them, shall not operate to annul the Trust or
to revoke any existing agency created
pursuant to the terms of the Declaration of
Trust or these By-Laws.


ARTICLE II

Officers and Their Election

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

SECTION 2.  Election of Officers.  The
President, Treasurer and Secretary shall be
chosen annually by the Trustees.

Except for the offices of President and
Secretary, two or more offices may be held by
a single person.  The officers shall hold office
until their successors are chosen and
qualified.

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



ARTICLE III

Powers and Duties of Trustees and Officers

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

SECTION 2.  Executive and other Committees.
The Trustees may elect from their own
number an executive committee to consist of
not less than three nor more than five
members, which shall have the power and
duty to conduct the current and ordinary
business of the Trust, including the purchase
and sale of securities, while the Trustees are
not in session, and such other powers and
duties as the Trustees may from time to time
delegate to such committee.  The Trustees
may also elect from their own number other
committees from time to time, the number
composing such committees and the powers
conferred upon the same to be determined
by the Trustees.

Without limiting the generality of the
foregoing, the Trustees may appoint a
committee consisting of less than the whole
number of Trustees then in office, which
committee may be empowered to act for and
bind the Trustees and the Trust, as if the acts
of such committee were the acts of all the
Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement,
review, investigation or other disposition of
any dispute, claim, action, suit or proceeding
which shall be pending or threatened to be
brought before any court, administrative
agency or other adjudicatory body.

SECTION 3.  Chairman of the Trustees.  The
Trustees may appoint from among their
number a Chairman.  The Chairman shall
preside at meetings of the Trustees and may
call meetings of the Trustees and of any
committee thereof whenever he deems it
necessary or desirable to do so.  The
Chairman may in his discretion preside at any
meeting of the shareholders, and may
delegate such authority to another Trustee or
officer of the Trust.  The Chairman shall
exercise and perform such additional powers
and duties as from time to time may be
assigned to him by the Trustees, and shall
have the resources and authority appropriate
to discharge the responsibilities of the office.
A Trustee elected or appointed as Chairman
shall not be considered an officer of the Trust
by virtue of such election or appointment.

SECTION 4.  President.  Subject to such
supervisory powers, if any, as may be given by
the Trustees to the Chairman of the Trustees,
the President shall be the chief executive
officer of the Trust and subject to the control
of the Trustees, he shall have general
supervision, direction and control of the
business of the Trust and of its employees and
shall exercise such general powers of
management as are usually vested in the
office of President of a corporation.  In the
event that the Chairman does not preside at a
meeting of shareholders or delegate such
power and authority to another Trustee or
officer of the Fund, the President or his
designee shall preside at such meeting.  He
shall have the power to employ attorneys and
counsel for the Trust and to employ such
subordinate officers, agents, clerks and
employees as he may find necessary to
transact the business of the Trust.  He shall
also have the power to grant, issue, execute
or sign such powers of attorney, proxies,
contracts, agreements or other documents as
may be deemed advisable or necessary in
furtherance of the interests of the Trust.  The
President shall have such other powers and
duties as, from time to time, may be
conferred upon or assigned to him by the
Trustees.

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

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

SECTION 7.  Other Officers.  Other officers
elected by the Trustees shall perform such
duties as the Trustees may from time to time
designate, including executing or signing
such powers of attorney, proxies, contracts,
agreements or other documents as may be
deemed advisable or necessary in furtherance
of the interests of the Trust.

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


ARTICLE IV

Meetings of Shareholders

SECTION 1.  Meetings.  No annual or regular
meetings of shareholders shall be required
and none shall be held.  Meetings of the
shareholders of the Trust (or any Series or
Class) may be called at any time by the
President, and shall be called by the President
or the Secretary at the request, in writing or
by resolution, of a majority of the Trustees, or
at the written request of the holder or holders
of ten percent (10%) or more of the total
number of the then issued and outstanding
shares of the Trust entitled to vote at such
meeting.  Any such request shall state the
purposes of the proposed meeting.

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

SECTION 3.  Notice of Meetings.  Notice of all
meetings of the shareholders, stating the
time, place and the purposes for which the
meetings are called, shall be given by the
Secretary to each shareholder entitled to vote
thereat, and to each shareholder who under
the By-Laws is entitled to such notice, by
mailing the same postage paid, addressed to
him at his address as it appears upon the
books of the Trust, at least seven (7) days
before the time fixed for the meeting, and the
person giving such notice shall make an
affidavit with respect thereto.  If any
shareholder shall have failed to inform the
Trust of his post office address, no notice
need be sent to him.  No notice need be
given to any shareholder if a written waiver of
notice, executed before or after the meeting
by the shareholder or his attorney thereunto
authorized, is filed with the records of the
meeting.

SECTION 4.  Quorum.  Except as otherwise
provided by law, to constitute a quorum for
the transaction of any business at any meeting
of shareholders, there must be present, in
person or by proxy, holders of one-third (1/3)
of the total number of shares of the then
issued and outstanding shares of the Trust
entitled to vote at such meeting; provided
that if a class (or series) of shares is entitled to
vote as a separate class (or series) on any
matter, then in the case of that matter a
quorum shall consist of the holders of one-
third (1/3) of the total number of shares of the
then issued and outstanding shares of that
class (or series) entitled to vote at the
meeting.  Shares owned directly or indirectly
by the Trust, if any, shall not be deemed
outstanding for this purpose.

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

SECTION 5.  Voting.  At each meeting of the
shareholders every shareholder of the Trust
shall be entitled to one (1) vote in person or
by proxy for each of the then issued and
outstanding shares of the Trust then having
voting power in respect of the matter upon
which the vote is to be taken, standing in his
name on the books of the Trust at the time of
the closing of the transfer books for the
meeting, or, if the books be not closed for
any meeting, on the record date fixed as
provided in Section 4 of Article VI of these By-
Laws for determining the shareholders
entitled to vote at such meeting, or if the
books be not closed and no record date be
fixed, at the time of the meeting.  The record
holder of a fraction of a share shall be entitled
in like manner to a corresponding fraction of a
vote.  Notwithstanding the foregoing, the
Trustees may, in connection with the
establishment of any class (or series) of shares
or in proxy materials for any meeting of
shareholders or in other solicitation materials
or by vote or other action duly taken by them,
establish conditions under which the several
classes (or series) shall have separate voting
rights or no voting rights.

	All elections of Trustees shall be
conducted in any manner approved at the
meeting of the shareholders at which said
election is held, and shall be by ballot if so
requested by any shareholder entitled to vote
thereon.  The persons receiving the greatest
number of votes shall be deemed and
declared elected.  Except as otherwise
required by law or by the Declaration of Trust
or by these By-Laws, all matters shall be
decided by a majority of the votes cast, as
hereinabove provided, by persons present at
the meeting and (or represented by proxy)
entitled to vote thereon.  With respect to the
submission of a management or investment
advisory contract or a change in investment
policy to the shareholders for any shareholder
approval required by the Act, such matter
shall be deemed to have been effectively
acted upon with respect to any series of
shares if the holders of the lesser of

(i) 67 per centum or more of the shares of that
series present or represented at the meeting
if the holders of more than 50 per centum of
the outstanding shares of that series are
present or represented by proxy at the
meeting or

(ii) more than 50 per centum of the
outstanding shares of that series

vote for the approval of such matter,
notwithstanding (a) that such matter has not
been approved by the holders of a majority of
the outstanding voting securities of any other
series affected by such matter (as described in
Rule 18f-2 under the Act) or (b) that such
matter has not been approved by the vote of
a majority of the outstanding voting securities
of the Trust (as defined in the Act).

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

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


ARTICLE V

Trustees Meetings

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

SECTION 2.  Notices.  Notice of regular or
stated meetings need not be given.  Notice of
the time and place of each meeting other
than regular or stated meetings shall be given
by the Secretary or by the Trustee calling the
meeting and shall be mailed to each Trustee
at least two (2) days before the meeting, or
shall be telegraphed, cabled, or wirelessed to
each Trustee at his business address or
personally delivered to him at least one (1)
day before the meeting.  Such notice may,
however, be waived by all the Trustees.
Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed
by him before or after the meeting, is filed
with the records of the meeting, or to any
Trustee who attends the meeting without
protesting prior thereto or at its
commencement the lack of notice to him.  A
notice or waiver of notice need not specify
the purpose of any special meeting.

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

SECTION 4.  Place of Meetings.  The Trustees
may hold their meetings within or without the
Commonwealth of Massachusetts.

SECTION 5.  Quorum and Manner of Acting.  A
majority of the Trustees in office shall be
present in person at any regular stated or
special meeting of the Trustees in order to
constitute a quorum for the transaction of
business at such meeting and (except as
otherwise required by the Declaration of
Trust, by these By-Laws or by statute) the act
of a majority of the Trustees present at any
such meeting, at which a quorum is present,
shall be the act of the Trustees.  In the
absence of quorum, a majority of the Trustees
present may adjourn the meeting from time
to time until a quorum shall be present.
Notice of any adjourned meeting need not be
given.


ARTICLE VI

Shares of Beneficial Interest

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

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

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

SECTION 4. Closing of Transfer Books and
Fixing Record Date. The Trustees may fix in
advance a time which shall be not more than
ninety (90) days before the date of any
meeting of shareholders, or the date for the
payment of any dividend or the making of any
distribution to shareholders or the last day on
which the consent or dissent of shareholders
may be effectively expressed for any purpose,
as the record date for determining the
shareholders having the right to notice of and
to vote at such meeting, and any adjournment
thereof, or the right to receive such dividend
or distribution or the right to give such
consent or dissent, and in such case only
shareholders of record on such record date
shall have such right, notwithstanding any
transfer of shares on the books of the Trust
after the record date. The Trustees may,
without fixing such record date, close the
transfer books for all or any part of such
period for any of the foregoing purposes.

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

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


ARTICLE VII

Fiscal Year

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


ARTICLE VIII

Seal

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


ARTICLE IX

Inspection of Books

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


ARTICLE X

Custodian

	The following provisions shall apply to
the employment of a Custodian pursuant to
Article III of the Declaration of Trust and to
any contract entered into with the Custodian
so employed:

(a) 	The Trustees shall cause to be
delivered to the Custodian all securities
owned by the Trust or to which it may
become entitled, and shall order the same to
be delivered by the Custodian only in
completion of a sale, exchange, transfer,
pledge, loan, or other disposition thereof,
against receipt by the Custodian of the
consideration therefor or a certificate of
deposit or a receipt of an issuer or of its
transfer agent, or to a securities depository as
defined in Rule 17f-4 under the Investment
Company Act of 1940, as amended, all as the
Trustees may generally or from time to time
require or approve, or to a successor
Custodian; and the Trustees shall cause all
funds owned by the Trust or to which it may
become entitled to be paid to the Custodian,
and shall order the same disbursed only for
investment against delivery of the securities
acquired, or in payment of expenses,
including management compensation, and
liabilities of the Trust, including distributions
to shareholders, or to a successor Custodian.

(b) 	In case of the resignation, removal or
inability to serve of any such Custodian, the
Trustees shall promptly appoint another bank
or trust company meeting the requirements
of said Article III as successor Custodian.  The
agreement with the Custodian shall provide
that the retiring Custodian shall, upon receipt
of notice of such appointment, deliver the
funds and property of the Trust in its
possession to and only to such successor, and
that pending appointment of a successor
Custodian, or a vote of the shareholders to
function without a Custodian, the Custodian
shall not deliver funds and property of the
Trust to the Trustees, but may deliver them to
a bank or trust company doing business in
Boston, Massachusetts, of its own selection,
having an aggregate capital, surplus and
undivided profits, as shown by its last
published report, of not less than $2,000,000,
as the property of the Trust to be held under
terms similar to those on which they were
held by the retiring Custodian.


ARTICLE XI

Limitation of Liability and Indemnification

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

SECTION 2.  Indemnification of Trustees and
Officers.  Subject to the exceptions and
limitations contained in this section, every
person who is or has been a Trustee, or
officer, of the Trust,  or, at the Trust's
request , serves, or has served, as a, director,
trustee or officer, of another  organization in
which the Trust has  an interest as a
shareholder, creditor or otherwise
(hereinafter referred to as a "Covered
Person"), shall be indemnified by the Trust to
the fullest extent permitted by applicable
law, as in effect from time to time
("Applicable Law"), against any and all
liabilities and expenses, including amounts
paid in satisfaction of judgments, in
compromise or settlement, or as fines and
penalties, and counsel,  fees, incurred by or
for such Covered Person in connection with
the preparation for, defense or disposition of,
any claim, demand, action , suit, investigation,
inquiry or proceeding of any every kind,
whether actual or threatened (collectively, a
"Claim"), in which such  Covered Person
becomes involved as a party or otherwise by
virtue of being or having been a Covered
Person.  No indemnification shall be provided
hereunder to a Covered Person to the extent
such indemnification is prohibited by
Applicable Law.  In no event shall the Trust be
obligated to indemnify a Covered Person
against  liabilities to the Trust or  any
shareholder to which such Covered Person
would otherwise be subject by reason of the
willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of such Covered
Person's office (collectively, "Disabling
Conduct").

The rights of indemnification herein provided
may be insured against by policies maintained
by the Trust, shall be severable, shall not
affect any other rights to which any Covered
Person may now or hereafter be entitled and
shall inure to the benefit of the heirs,
executors and administrators such Covered
Person incurred by or for a Covered Person in
connection with  Claim for which  Covered
Person is entitled to indemnification by the
Trust  prior to final disposition thereof upon
receipt of an undertaking by or on behalf of
the Covered Person to repay such amount  if
it  is ultimately determined that  such Covered
Person is not entitled to  indemnification by
the Trust.

The obligation of the Trust to indemnify a
Covered person and/or make advances for
the payment of expenses incurred by or for
such Covered Person under this section may
be made subject to conditions and
procedures as the Trustees determine are
necessary or appropriate to protect the Trust
from the risk that a Covered person will
ultimately be determined to be not entitled
to indemnification hereunder. Except as
otherwise provided in such conditions and
procedures, the Covered Person shall be
entitled to the benefit of a rebuttable
presumption that the Covered Person has not
engaged in Disabling conduct and that the
Covered Person is entitled to indemnification
hereunder.

Nothing contained in this section shall affect
any rights to indemnification to which any
Covered Person or other person may be
entitled by contract or otherwise under law or
prevent the Trust from entered into any
contract to provide indemnification to any
covered Person or other person.  Without
limiting the foregoing, the Trust may, in
connection with the acquisition of assets
subject to liabilities or a merger or
consolidation, assume the obligation to
indemnify any person including a Covered
Person or otherwise contract to provide such
indemnification, and such indemnification
shall not be subject to the terms of this
Section.

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


ARTICLE XII

Underwriting Arrangements

	Any contract entered into for the sale
of shares of the Trust pursuant to Article III,
Section 1 of the Declaration of Trust shall
require the other party thereto (hereinafter
called the "underwriter") whether acting as
principal or as agent to use all reasonable
efforts, consistent with the other business of
the underwriter, to secure purchasers for the
shares of the Trust.

	The underwriter may be granted the
right

(a) 	To purchase as principal, from the
Trust, at not less than net asset value per
share, the shares needed, but no more than
the shares needed (except for clerical errors
and errors of transmission), to fill
unconditional orders for shares of the Trust
received by the underwriter.

(b) 	To purchase as principal, from
shareholders of the Trust at not less than net
asset value per share (minus any applicable
sales charge payable upon redemption or
repurchase of shares) such shares as may be
presented to the Trust, or the transfer agent
of the Trust, for redemption and as may be
determined by the underwriter in its sole
discretion.

(c) 	to resell any such shares purchased at
not less than net asset value per share (minus
any applicable sales charge payable upon
redemption or repurchase of shares).
ARTICLE XIII

Report to Shareholders

	The Trustees shall at least semi-
annually submit to the shareholders a written
financial report of the transactions of the
Trust including financial statements which
shall at least annually be certified by
independent public accountants.


ARTICLE XIV

Certain Transactions

SECTION 1.  Long and Short Positions.  Except
as hereinafter provided, no officer or Trustee
of the Trust and no partner, officer, director
or share holder of the manager or investment
adviser of the Trust or of the underwriter of
the Trust, and no manager or investment
adviser or underwriter of the Trust, shall take
long or short positions in the securities issued
by the Trust.

(a) 	The foregoing provision shall not
prevent the underwriter from purchasing
shares of the Trust from the Trust if such
purchases are limited (except for reasonable
allowances for clerical errors, delays and
errors of transmission and cancellation of
orders) to purchases for the purpose of filling
orders for such shares received by the
underwriter, and provided that orders to
purchase from the Trust are entered with the
Trust or the Custodian promptly upon receipt
by the underwriter of purchase orders for
such shares, unless the underwriter is
otherwise instructed by its customer.

(b) 	The foregoing provision shall not
prevent the underwriter from purchasing
shares of the Trust as agent for the account of
the Trust.

(c) 	The foregoing provision shall not
prevent the purchase from the Trust or from
the underwriter of shares issued by the Trust
by any officer or Trustee of the Trust or by any
partner, officer, director or shareholder of the
manager or investment adviser of the Trust at
the price available to the public generally at
the moment of such purchase or, to the
extent that any such person is a shareholder,
at the price available to shareholders of the
Trust generally at the moment of such
purchase, or as described in the current
Prospectus of the Trust.

SECTION 2.  Loans of Trust Assets.  The Trust
shall not lend assets of the Trust to any officer
or Trustee of the Trust, or to any partner,
officer, director or shareholder of, or person
financially interested in, the manager or
investment adviser of the Trust, or the
underwriter of the Trust, or to the manager or
investment adviser of the Trust or to the
underwriter of the Trust.

SECTION 3.  Miscellaneous.  The Trust shall
not permit any officer or Trustee, or any
officer or director of the manager or
investment adviser or underwriter of the
Trust, to deal for or on behalf of the Trust with
himself as principal or agent, or with any
partnership, association or corporation in
which he has a financial interest; provided that
the foregoing provisions shall not prevent (i)
officers and Trustees of the Trust from buying,
holding or selling shares in the Trust, or from
being partners, officers or directors of or
otherwise financially interested in the
manager or investment adviser or underwriter
of the Trust;  (ii) purchases or sales of
securities or other property by the Trust from
or to an affiliated person or to the manager or
investment adviser or underwriter of the Trust
if such transaction is exempt from the
applicable provisions of the Act; (iii)
purchases of investments from the portfolio
of the Trust or sales of investments owned by
the Trust through a security dealer who is, or
one or more of whose partners, shareholders,
officers or directors is, an officer or Trustee of
the Trust, if such transactions are handled in
the capacity of broker only and commissions
charged do not exceed customary brokerage
charges for such services;  (iv) employment of
legal counsel, registrar, transfer agent,
dividend disbursing agent or custodian who
is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the
Trust if only customary fees are charged for
services to the Trust;  (v) sharing statistical,
research, legal and management expenses
and office hire and expenses with any other
investment company in which an officer or
Trustee of the Trust is an officer, trustee or
director of the Trust or of the manager or
investment adviser of the Trust, unless such
purchase would violate the Trust's
investment policies or restrictions.

	References to the manager or
investment adviser of the Trust contained in
this Article XIV shall also be deemed to refer
to any sub-adviser appointed in accordance
with Article III, Section 2 of the Declaration of
Trust.

ARTICLE XV

Amendments

	Except as provided in Section 3 of
Article I of these By-Laws for the portions of
such Section 3 referred to therein, these By-
Laws may be amended at any meeting of the
Trustees by a vote of a majority of the
Trustees then in office.

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