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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