Exhibit No. EX-99.b.1


                              AMENDED AND RESTATED
                                     BY-LAWS

                                       of

                                    MGI FUNDS
                           A Delaware Statutory Trust

                         (Effective as of May 16, 2005)

     These   Amended  and  Restated   By-Laws  may  contain  any  provision  not
inconsistent  with applicable law or the  Declaration of Trust,  relating to the
governance  of  the  Trust.   Unless  otherwise   specified  in  these  By-Laws,
capitalized terms used in these By-Laws shall have the meanings assigned to them
in the  Declaration of Trust.  Every  Shareholder,  by virtue of having become a
Shareholder, shall be bound by these By-Laws.

                                    ARTICLE I
                                   DEFINITIONS

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

          (a) "1940 Act" shall mean the  Investment  Company Act of 1940 and the
rules and regulations thereunder, all as adopted or amended from time to time;

          (b) "Board of Trustees" or "Board"  shall mean the  governing  body of
the Trust, which is comprised of the number of Trustees of the Trust fixed, from
time to time,  pursuant to Article IV of the  Declaration  of Trust,  having the
powers and duties set forth therein;

          (c)  "By-Laws"  shall mean these  by-laws of the Trust,  as amended or
restated from time to time in accordance with Article VIII hereof;

          (d)  "Certificate  of Trust" shall mean the certificate of trust to be
filed with the office of the  Secretary  of State of the State of  Delaware,  as
required  under the DSTA to form the Trust,  as amended or restated from time to
time and filed with such office;

          (e)  "Class"  shall  mean  each  class of  Shares of the Trust or of a
Series of the Trust  established and designated under and in accordance with the
provisions of Article III of the Declaration of Trust;

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

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

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

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

          (j) "Investment  Adviser" or "Adviser" shall mean a Person, as defined
below,  furnishing  services to the Trust pursuant to any investment advisory or
investment  management  contract  described  in Article IV,  Section 7(a) of the
Declaration of Trust;

          (k)  "Person"  shall  mean  a  natural  person,  partnership,  limited
partnership, limited liability company, trust, estate, association, corporation,
organization,  custodian,  nominee or any other individual or entity, in its own
or any representative capacity, in each case, whether domestic or foreign, and a
statutory trust or a foreign statutory or business trust;

          (l)  "Series"  shall  refer to each Series of Shares  established  and
designated  under and in  accordance  with the  provisions of Article III of the
Declaration of Trust and shall mean an entity such as that described in the 1940
Act;

          (m) "Shareholder" shall mean a record owner of Shares;

          (n) "Shares" shall mean the outstanding shares of beneficial  interest
into which the  beneficial  interest in the Trust shall be divided  from time to
time, and shall include fractional and whole shares;

          (o)  "Trust"  shall  refer  to the  Delaware  statutory  trust  formed
pursuant to the  Declaration of Trust and the filing of the Certificate of Trust
with the office of the Secretary of State of the State of Delaware; and

          (p)  "Trustee"  or  "Trustees"  shall refer to each  signatory  to the
Declaration  of Trust as a trustee,  and all other Persons who may, from time to
time,  be duly  elected  or  appointed,  qualified  and  serving on the Board of
Trustees in accordance with the provisions  hereof and the Declaration of Trust,
so long as such signatory or other Person continues in office in accordance with
the terms hereof and of the Declaration of Trust.  Reference herein to a Trustee
or the  Trustees  shall  refer to such  Person or  Persons in such  Person's  or
Persons'  capacity(ies)  as a  trustee  or  trustees  hereunder  and  under  the
Declaration of Trust.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any
place within or outside the State of Delaware  designated  by the Board.  In the
absence of any such  designation by the Board,  Shareholders'  meetings shall be
held at the offices of the Trust.

     Section 2. MEETINGS.

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

     Section  3.  NOTICE OF  SHAREHOLDERS'  MEETING.  Notice of any  meeting  of
Shareholders shall be given to each Shareholder entitled to vote at such meeting
in accordance  with Section 4 of this Article II not less than ten (10) nor more
than one  hundred  and twenty  (120) days  before the date of the  meeting.  The
notice shall specify:  (i) the place, date and hour of the meeting, and (ii) the
general nature of the business to be transacted  and, to the extent  required by
the 1940 Act, the purpose(s) thereof.

     Section 4. MANNER OF GIVING NOTICE.  Notice of any meeting of  Shareholders
shall be given either personally or by United States mail,  courier,  cablegram,
telegram, facsimile or electronic mail, or other form of communication permitted
by then current law,  charges  prepaid,  addressed to the  Shareholder or to the
group of  Shareholders  at the same  address  as may be  permitted  pursuant  to
applicable  laws, or as Shareholders  may otherwise  consent,  at the address of
that  Shareholder  appearing  on the books of the Trust or its transfer or other
duly authorized agent or provided in writing by the Shareholder to the Trust for
the  purpose  of  notice.  Notice  shall be deemed to have been duly  given when
delivered personally,  deposited in the United States mail or with a courier, or
sent by cablegram,  telegram,  facsimile or electronic  mail. If no address of a
Shareholder  appears on the Trust's  books or has been  provided in writing by a
Shareholder,  notice shall be deemed to have been duly given  without a mailing,
or  substantial  equivalent  thereof,  if such notice  shall be available to the
Shareholder on written demand of the Shareholder at the offices of the Trust.

     If any notice addressed to a Shareholder at the address of that Shareholder
appearing on the books of the Trust or that has been provided in writing by that
Shareholder  to the Trust for the  purpose of notice,  is  returned to the Trust
marked to indicate  that the notice to the  Shareholder  cannot be  delivered at
that  address,  all future  notices or reports shall be deemed to have been duly
given without  further  mailing,  or  substantial  equivalent  thereof,  if such
notices  shall  be  available  to  the  Shareholder  on  written  demand  of the
Shareholder at the offices of the Trust.

     Section 5. ADJOURNED MEETING; NOTICE. Any Shareholders' meeting, whether or
not a quorum is  present,  may be  adjourned  from  time to time for any  reason
whatsoever  by vote of the holders of Shares  entitled to vote  holding not less
than a majority of the Shares  present in person or by proxy at the meeting,  or
by the  chairperson of the Board,  the president of the Trust, in the absence of
the chairperson of the Board, or any vice president or other authorized  officer
of the Trust, in the absence of the president.  Any adjournment may be made with
respect to any business that might have been  transacted at such meeting and any
adjournment will not delay or otherwise affect the effectiveness and validity of
any business transacted at the Shareholders' meeting prior to adjournment.

     When any  Shareholders'  meeting is  adjourned  to  another  time or place,
notice need not be given of the adjourned  meeting if the time and place thereof
are announced at the meeting at which the  adjournment is taken,  unless,  after
the adjournment, a new record date is fixed for the adjourned meeting, or unless
the adjournment is for more than thirty (30) days after the date of the original
meeting,  in which case,  notice  shall be given to each  Shareholder  of record
entitled to vote at the adjourned  meeting in accordance  with the provisions of
Sections 3 and 4 of this Article II. At any adjourned meeting,  any business may
be transacted that might have been transacted at the original meeting.

     Section 6. VOTING.

          (a) The  Shareholders  entitled to vote at any meeting of Shareholders
and the  Shareholder  vote  required  to take  action  shall  be  determined  in
accordance with the provisions of the Declaration of Trust. Unless determined by
the inspector of the meeting to be advisable,  the vote on any question need not
be by written ballot.

          (b) Unless  otherwise  determined by the Board at the time it approves
an action to be submitted to the Shareholders for approval, Shareholder approval
of an action shall  remain in effect  until such time as the approved  action is
implemented  or the  Shareholders  vote  to the  contrary.  Notwithstanding  the
foregoing,  an  agreement of merger,  consolidation,  or  reorganization  may be
terminated or amended  notwithstanding  prior  approval if so authorized by such
agreement of merger,  consolidation,  or reorganization pursuant to Section 3815
of the DSTA,  and/or  pursuant to the  Declaration  of Trust,  these By-Laws and
Section 3806 of the DSTA.

     Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT  SHAREHOLDERS.  Attendance
by a Shareholder,  in person or by proxy, at a meeting shall constitute a waiver
of notice of that  meeting  with  respect to that  Shareholder,  except when the
Shareholder  attends the meeting for the express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Whenever notice of a Shareholders'  meeting
is required to be given to a Shareholder under the Declaration of Trust or these
By-Laws,  a written waiver thereof,  executed before or after the time notice is
required  to be  given,  by  such  Shareholder  or  the  Shareholder's  attorney
thereunto  authorized,  shall be deemed equivalent to such notice. The waiver of
notice need not specify the purpose of, or the business to be transacted at, the
meeting.

     Section 8. PROXIES.  Every Shareholder  entitled to vote for Trustees or on
any other matter that may properly  come before the meeting shall have the right
to do so either in person or by one or more agents authorized by a written proxy
executed by the Shareholder and filed with the secretary of the Trust; provided,
however,  that  an  alternative  to the  execution  of a  written  proxy  may be
permitted as described in the next paragraph of this Section 8. A proxy shall be
deemed  executed if the  Shareholder's  name is placed on the proxy  (whether by
manual  signature,  typewriting,   telegraphic  or  electronic  transmission  or
otherwise) by the  Shareholder or the  Shareholder's  attorney-in-fact.  A valid
proxy that does not state that it is  irrevocable  shall  continue in full force
and effect unless revoked by the  Shareholder  executing it, or using one of the
permitted  alternatives  to  execution,  described in the next  paragraph,  by a
written notice  delivered to the secretary of the Trust prior to the exercise of
the proxy or by the Shareholder's  attendance and vote in person at the meeting;
provided,  however,  that no proxy shall be valid after the expiration of eleven
(11) months from the date of the proxy unless  otherwise  expressly  provided in
the  proxy.  The  revocability  of a proxy  that  states  on its face that it is
irrevocable  shall be governed by the provisions of the General  Corporation Law
of the State of Delaware.

     With respect to any Shareholders' meeting, the Board, or, in case the Board
does not act, the president,  any vice  president or the  secretary,  may permit
proxies by electronic transmission, telephonic, computerized, telecommunications
or  other  reasonable  alternative  to the  execution  of a  written  instrument
authorizing  the holder of the proxy to act. A proxy with respect to Shares held
in the name of two or more Persons  shall be valid if  executed,  or a permitted
alternative to execution is used, by any one of them unless,  at or prior to the
exercise of the proxy,  the secretary of the Trust  receives a specific  written
notice to the contrary  from any one of them. A proxy  purporting to be by or on
behalf of a Shareholder  shall be deemed valid unless  challenged at or prior to
its  exercise  and  the  burden  of  proving  invalidity  shall  rest  with  the
challenger.

     Section 9. INSPECTORS. Before any meeting of Shareholders,  the chairperson
of the Board, or in the absence of the  chairperson of the Board,  the president
of the Trust,  or in the absence of the  president,  any vice president or other
authorized  officer of the Trust, may appoint any person other than nominees for
office to act as  inspector  at the  meeting or any  adjournment.  If any person
appointed  as  inspector  fails  to  appear  or  fails or  refuses  to act,  the
chairperson of the Board, or in the absence of the chairperson of the Board, the
president of the Trust,  or in the absence of the president,  any vice president
or other  authorized  officer of the Trust,  shall  appoint a person to fill the
vacancy.  Such  appointments  may be made  by  such  officers  in  person  or by
telephone.

     The inspector shall:

          (a) determine  the number of Shares and the voting power of each,  the
Shares  represented  at  the  meeting,   the  existence  of  a  quorum  and  the
authenticity, validity and effect of proxies;

          (b) receive votes or ballots;

          (c) hear and determine all challenges and questions in any way arising
in connection with the right to vote;

          (d) count and tabulate all votes;

          (e) determine when the polls shall close;

          (f) determine the result of voting; and

          (g) do any other acts that may be proper to conduct  the  election  or
vote with fairness to all Shareholders.

                                   ARTICLE III
                                    TRUSTEES

     Section 1. VACANCIES.

          (a)  Whenever a vacancy in the Board  shall occur (by reason of death,
resignation,  removal,  retirement,  an  increase  in the  authorized  number of
Trustees or other cause), until such vacancy is filled as provided herein or the
number of authorized  Trustees  constituting  the Board of Trustees is decreased
pursuant to Article IV, Section 1 of the  Declaration  of Trust,  the Trustee(s)
then in office,  regardless of the number and even if less than a quorum,  shall
have all the  powers  granted  to the Board and shall  discharge  all the duties
imposed upon the Board by the  Declaration  of Trust and these By-Laws as though
such number constitutes the entire Board.

          (b)  Vacancies in the Board of Trustees may be filled by not less than
a majority vote of the Trustee(s)  then in office,  regardless of the number and
even if less than a quorum;  and a meeting of  Shareholders  shall be called for
the  purpose of electing  Trustees if required by the 1940 Act.  Notwithstanding
the  above,  whenever  and for so  long  as the  Trust  is a  participant  in or
otherwise  has in  effect a plan  under  which  the  Trust may be deemed to bear
expenses of distributing  its Shares as that practice is described in Rule 12b-1
under the 1940 Act, then the  selection  and  nomination of each of the Trustees
who is not an "interested person" (as defined in the 1940 Act) of the Trust, any
Adviser or the Principal Underwriter of the Trust (such Trustees are referred to
herein  as  "Disinterested  Trustees"),  shall  be,  and  is,  committed  to the
discretion of the Disinterested  Trustees remaining in office. In the event that
all Trustee  offices  become  vacant,  an authorized  officer of the  Investment
Adviser shall serve as the sole remaining Trustee, effective upon the vacancy in
the office of the last  Trustee,  subject to the  provisions of the 1940 Act. In
such  case,  the  authorized  officer  of the  Investment  Adviser,  as the sole
remaining  Trustee,  as soon as  practicable,  shall fill all  vacancies  on the
Board; provided,  however, that the percentage of Trustees who are Disinterested
Trustees  shall  be no less  than  that  required  by the  1940  Act.  Upon  the
appointment and  qualification of such Trustees,  the authorized  officer of the
Investment  Adviser  shall  resign as Trustee and a meeting of the  Shareholders
shall be called, as required by the 1940 Act, for the election of Trustees.

     Section 2. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board may be held at any place  within or outside the State of Delaware  that is
designated  from time to time by the Board,  the chairperson of the Board, or in
the absence of the  chairperson of the Board,  the president of the Trust, or in
the absence of the president,  any vice president or other authorized officer of
the Trust. In the absence of such a designation,  regular meetings shall be held
at the offices of the Trust. Any meeting,  regular or special, may be held, with
respect  to one or more  participating  Trustees,  by  conference  telephone  or
similar communication  equipment,  so long as all Trustees  participating in the
meeting  can hear one  another,  and all such  Trustees  shall be  deemed  to be
present in person at such meeting.

     Section 3. REGULAR MEETINGS. Regular meetings of the Board shall be held at
such  time and  place  as shall  from  time to time be fixed by the  Board,  the
chairperson of the Board, or in the absence of the chairperson of the Board, the
president of the Trust,  or in the absence of the president,  any vice president
or other authorized  officer of the Trust.  Regular meetings may be held without
notice.

     Section  4.  SPECIAL  MEETINGS.  Special  meetings  of the  Board  for  any
purpose(s)  may be called at any time by any  Trustee,  the  chairperson  of the
Board, or in the absence of the  chairperson of the Board,  the president of the
Trust,  or in  the  absence  of the  president,  any  vice  president  or  other
authorized officer of the Trust.

     Notice of the purpose,  time and place of special  meetings (or of the time
and place for each  regular  meeting for which  notice is given)  shall be given
personally,  sent by first-class mail, courier,  cablegram or telegram,  charges
prepaid,  or by facsimile or electronic mail,  addressed to each Trustee at that
Trustee's  address as has been  provided  to the Trust for  purposes  of notice;
provided,  however,  that in case of a national,  regional or local emergency or
disaster  that  prevents  such  notice,  such  notice  may be given by any means
available or need not be given if no means are available.  In case the notice is
mailed,  it shall be deemed to be duly given if deposited  in the United  States
mail at least seven (7) days before the time the meeting is to be held.  In case
the notice is given  personally  or is given by  courier,  cablegram,  telegram,
facsimile or  electronic  mail, it shall be deemed to be duly given if delivered
at least  twenty-four  (24) hours before the time of the holding of the meeting.
The notice  need not  specify  the place of the  meeting if the meeting is to be
held at the offices of the Trust.

     Section 5. WAIVER OF NOTICE.  Whenever  notice is required to be given to a
Trustee  under this Article,  a written  waiver of notice signed by the Trustee,
whether before or after the time notice is required to be given, shall be deemed
equivalent  to notice.  The waiver of notice need not specify the purpose of, or
the business to be transacted  at, the meeting.  All such waivers shall be filed
with the  records  of the Trust or made a part of the  minutes  of the  meeting.
Attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting,  except when the Trustee attends the meeting for the express purpose of
objecting  at the  beginning of the meeting to the  transaction  of any business
because the meeting is not lawfully called or convened.

     Section 6. ADJOURNMENT.  A majority of the Trustees present at a meeting of
the Board,  whether or not a quorum is  present,  may  adjourn  such  meeting to
another time and place.  Any adjournment  will not delay or otherwise affect the
effectiveness  and validity of any business  transacted  at the meeting prior to
adjournment. At any adjourned meeting at which a quorum is present, any business
may be transacted  that might have been  transacted at the meeting as originally
called.

     Section  7.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and  place of an
adjourned  meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. If the adjournment is for more
than  thirty  (30) days after the date of the  original  meeting,  notice of the
adjourned meeting shall be given to each Trustee.

     Section 8.  COMPENSATION  OF TRUSTEES.  Trustees may receive from the Trust
reasonable  compensation  for their  services and  reimbursement  of  reasonable
expenses  as may be  determined  by the  Board.  This  Section  9  shall  not be
construed to preclude  any Trustee from serving the Trust in any other  capacity
as an officer,  agent,  employee,  or otherwise and receiving  compensation  and
reimbursement of expenses for those services.

     Section 9.  CHAIRPERSON OF THE BOARD. The chairperson of the Board shall be
a Trustee  who is a  Disinterested  Trustee  and shall be elected by vote of the
majority of the  Disinterested  Trustees then in office.  The chairperson of the
Board  shall  preside  at all  meetings  of the Board and shall  have such other
powers  and  duties  as may be  prescribed  by the Board or as  provided  in the
Declaration  of Trust or these By Laws. A Trustee  elected as chairperson of the
Board shall owe the same fiduciary  duties to the Trust and the  Shareholders as
owed by each  other  member  of the  Board  of  Trustees  to the  Trust  and the
Shareholders. In the absence of the chairperson of the Board at a meeting of the
Board, a Disinterested  Trustee chosen by the Disinterested  Trustees present at
the meeting of the Board shall preside at the meeting of the Board.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1.  COMMITTEES  OF  TRUSTEES.  The Board,  by  majority  vote,  may
designate  one or more  committees of the Board,  each  consisting of two (2) or
more  Trustees,  to serve at the pleasure of the Board.  The Board,  by majority
vote,  may  designate  one or more  Trustees  as  alternate  members of any such
committee who may replace any absent member at any meeting of the committee. Any
such committee, to the extent provided by the Board, shall have the authority as
delegated to it by the Board, from time to time, except with respect to:

          (a) the  approval of any action that under the  Declaration  of Trust,
these  By-Laws or applicable  law requires  approval by a majority of the entire
Board or certain members of the Board;

          (b) the filling of vacancies on the Board or on any committee thereof;
provided,  however,  that such  committee  may  nominate  Trustees  to fill such
vacancies,  subject to the  Trust's  compliance  with the 1940 Act and the rules
thereunder;

          (c) the amendment,  restatement or repeal of the  Declaration of Trust
or these By-Laws or the adoption of a new Declaration of Trust or new By-Laws;

          (d) the amendment or repeal of any resolution of the Board; or

          (e) the designation of any other committee of the Board or the members
of such committee.

     Section 2. MEETINGS AND ACTION OF BOARD COMMITTEES. Meetings and actions of
any committee of the Board, to the extent applicable, shall be held and taken in
the manner provided in Article IV of the Declaration of Trust and Article III of
these  By-Laws,  with such  changes in the context  thereof as are  necessary to
substitute  the committee and its members for the Board and its members,  except
that the time of regular  meetings of any committee may be determined  either by
the Board or by the  committee.  Special  meetings of any  committee may also be
called by  resolution  of the Board or such  committee,  and  notice of  special
meetings of any committee shall also be given to all alternate members who shall
have the right to attend all meetings of the committee.  The Board, from time to
time, may adopt other rules for the governance of any committee.

     Section 3. ADVISORY COMMITTEES.  The Board may appoint one or more advisory
committees  comprised of such number of  individuals  appointed by the Board who
may meet at such time, place and upon such notice,  if any, as determined by the
Board. Such advisory committees shall have no power to require the Trust to take
any specific action.

                                    ARTICLE V
                                    OFFICERS

     Section 1. OFFICERS. The officers of the Trust shall be a president,  which
shall be the chief executive officer, one or more vice presidents,  a secretary,
a treasurer  and a chief  compliance  officer.  The Trust may also have,  at the
discretion of the Board,  one or more  assistant  vice  presidents,  one or more
assistant secretaries, one or more assistant treasurers and such other officers,
who shall have such  authority  and perform  such duties as are  provided in the
Declaration of Trust,  these By-Laws or as the Board, or to the extent permitted
by the Board, as the president,  from time to time, may determine. Any number of
offices may be held by the same person, except the offices of president and vice
president.

     Section 2.  APPOINTMENT  OF  OFFICERS.  The  officers of the Trust shall be
appointed  by the  Board,  or to the  extent  permitted  by  the  Board,  by the
president,  and each shall serve at the pleasure of the Board,  or to the extent
permitted  by the Board,  and except for the chief  compliance  officer,  at the
pleasure of the  president,  subject to the rights,  if any, of an officer under
any contract of employment.

     Section 3. REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights,  if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause,  by the Board at any regular or special meeting of
the Board, or, to the extent permitted by the Board, by the president; provided,
however,  that only the Board may  remove  the chief  compliance  officer of the
Trust, whether with or without cause.

     Any officer may resign at any time by giving  written  notice to the Trust.
Such resignation shall take effect upon receipt unless specified to be effective
at some later time and unless otherwise specified in such notice, the acceptance
of the resignation shall not be necessary to make it effective.  Any resignation
is without  prejudice to the rights,  if any, of the Trust under any contract to
which the officer is a party.

     Section 4. VACANCIES IN OFFICES.  A vacancy in any office because of death,
resignation,  removal,  incapacity  or other cause shall be filled in the manner
prescribed in these By-Laws for regular appointment to that office.

     Section 5. PRESIDENT. The president shall be the chief executive officer of
the Trust,  and,  subject to the  control of the Board,  shall have the  general
powers and duties of  management  usually  vested in the office of president and
chief  executive  officer of a corporation  and shall have such other powers and
duties as may be prescribed by the Board,  or as provided in the  Declaration of
Trust or these By-Laws.

     Section  6.  VICE  PRESIDENTS.  In  the  absence,   resignation,   removal,
incapacity or death of the president,  the vice presidents,  if any, in order of
their rank as fixed by the Board or if not ranked,  a vice president  designated
by the Board,  shall  exercise all the powers and perform all the duties of, and
be subject to all the  restrictions  upon, the president  until the  president's
return,  his  incapacity  ceases  or a new  president  is  appointed.  Each vice
president  shall have such other  powers and perform  such other duties as, from
time to time, may be prescribed by the Board or the president, or as provided in
the Declaration of Trust or these By-Laws.

     Section 7.  SECRETARY.  The secretary shall keep or cause to be kept at the
offices  of the Trust or such  other  place as the  Board  may  direct a book of
minutes  of  all  meetings  and  actions  (including  consents)  of  the  Board,
committees of the Board and  Shareholders.  The secretary shall keep a record of
the time and place of such meetings, whether regular or special, and if special,
how authorized,  the notice given,  the names of those present at Board meetings
or committee  meetings,  the number of Shares present or represented by proxy at
Shareholders' meetings, and the proceedings.

     The secretary  shall cause to be kept at the offices of the Trust or at the
office of the Trust's transfer or other duly authorized  agent, a share register
or a duplicate share register  showing the names of all  Shareholders  and their
addresses,  the number,  Series and classes  (if  applicable)  of Shares held by
each, the number and date of  certificates,  if any,  issued for such Shares and
the  number  and date of  cancellation  of  every  certificate  surrendered  for
cancellation.

     The secretary shall give or cause to be given notice of all meetings of the
Shareholders  and of the Board  required  by the  Declaration  of  Trust,  these
By-Laws or by  applicable  law to be given and shall have such other  powers and
perform such other duties as may be  prescribed by the Board or the president of
the Trust, or as provided in the Declaration of Trust or these By-Laws.

     Section 8. TREASURER. The treasurer shall be the chief financial officer of
the  Trust  and  shall  keep and  maintain  or  cause to be kept and  maintained
adequate  and  correct  books and  records of  accounts  of the  properties  and
business  transactions  of the Trust  (and  every  Series  and  Class  thereof),
including  accounts  of assets,  liabilities,  receipts,  disbursements,  gains,
losses,  capital,  retained  earnings  and  Shares.  All books  shall be kept in
accordance with the Declaration of Trust and these By-Laws.

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

     Section 9. CHIEF COMPLIANCE OFFICER.  The chief compliance officer shall be
the chief  officer of the Trust who is  responsible  for the  compliance  by the
Trust with the federal securities laws and, in particular,  Rule 38a-1 under the
1940 Act. The chief compliance  officer shall keep and maintain,  or cause to be
kept and maintained, adequate and correct books and records of compliance by the
Trust  with  the  federal  securities  laws  and  the  compliance  policies  and
procedures of the Trust. The compensation of the chief compliance  officer shall
be set by the Board and the Board  exclusively  shall have the power to hire and
remove the chief compliance officer.  The chief compliance officer shall prepare
and make the annual report to the Board  concerning the compliance  policies and
procedures as required by Rule 38a-1 under the 1940 Act.

                                   ARTICLE VI
                               RECORDS AND REPORTS

     Section 1.  MAINTENANCE AND INSPECTION OF SHARE  REGISTER.  The Trust shall
keep at its offices or at the office of its  transfer  or other duly  authorized
agent,  records of its Shareholders  that provide the names and addresses of all
Shareholders and the number,  Series and classes, if any, of Shares held by each
Shareholder.  Such records may be inspected  during the Trust's regular business
hours by any Shareholder, or its duly authorized representative, upon reasonable
written  demand  to the  Trust,  for  any  purpose  reasonably  related  to such
Shareholder's interest as a Shareholder.

     Section 2.  MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS.
The Trust shall keep at its offices the original or a copy of the Declaration of
Trust and these  By-Laws,  as amended or restated from time to time,  where they
may be inspected  during the Trust's regular  business hours by any Shareholder,
or its duly authorized  representative,  upon  reasonable  written demand to the
Trust, for any purpose reasonably  related to such  Shareholder's  interest as a
Shareholder.

     Section 3.  MAINTENANCE  AND  INSPECTION OF OTHER  RECORDS.  The accounting
books and records and minutes of proceedings of the Shareholders, the Board, any
committee of the Board or any advisory  committee shall be kept at such place(s)
designated by the Board or, in the absence of such  designation,  at the offices
of the Trust. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form.

     If information is requested by a  Shareholder,  the Board,  or, in case the
Board does not act, the president,  any vice  president or the secretary,  shall
establish reasonable standards  governing,  without limitation,  the information
and documents to be furnished and the time and the location, if appropriate,  of
furnishing such  information and documents.  Costs of providing such information
and documents shall be borne by the requesting  Shareholder.  The Trust shall be
entitled to reimbursement  for its direct,  out-of-pocket  expenses  incurred in
declining  unreasonable  requests  (in  whole or in  part)  for  information  or
documents.

     The Board,  or, in case the Board  does not act,  the  president,  any vice
president or the secretary,  may keep  confidential  from  Shareholders for such
period of time as the Board or such officer, as applicable, deems reasonable any
information that the Board or such officer,  as applicable,  reasonably believes
to be in the nature of trade secrets or other information that the Board or such
officer,  as the case may be, in good  faith  believes  would not be in the best
interests  of the  Trust to  disclose  or that  could  damage  the  Trust or its
business or that the Trust is required by law or by agreement with a third party
to keep confidential.

     Section 4.  INSPECTION  BY TRUSTEES.  Every Trustee shall have the absolute
right during the Trust's regular  business hours to inspect all books,  records,
and  documents  of every kind and the  physical  properties  of the Trust.  This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

                                   ARTICLE VII
                                 GENERAL MATTERS

     Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or
other  orders for payment of money,  notes or other  evidences  of  indebtedness
issued in the name of or payable  to the Trust  shall be signed or  endorsed  by
such person or persons and in such manner as the Board, from time to time, shall
determine.

     Section 2. CONTRACTS AND INSTRUMENTS;  HOW EXECUTED.  The Board,  except as
otherwise provided in the Declaration of Trust and these By-Laws,  may authorize
any  officer or  officers  or agent or agents,  to enter  into any  contract  or
execute any  instrument  in the name of and on behalf of the Trust or any Series
thereof and this authority may be general or confined to specific instances.

     Section 3.  CERTIFICATES  FOR SHARES.  A certificate  or  certificates  for
Shares  may be  issued to  Shareholders  at the  discretion  of the  Board.  All
certificates  shall be signed in the name of the Trust by the Trust's  president
or vice president, and by the Trust's treasurer or an assistant treasurer or the
secretary or any assistant  secretary,  certifying  the number of Shares and the
Series and class thereof,  if any, owned by the  Shareholder.  Any or all of the
signatures on the certificate may be facsimile.  In case any officer or transfer
or other duly authorized  agent who has signed or whose facsimile  signature has
been placed on a certificate shall have ceased to be such officer or transfer or
other duly authorized agent before such certificate is issued,  it may be issued
by the Trust with the same  effect as if such person were an officer or transfer
or  other  duly  authorized  agent  at the date of  issue.  Notwithstanding  the
foregoing,  the Trust may adopt and use a system of  issuance,  recordation  and
transfer of its shares by electronic or other means.

     Section 4. LOST CERTIFICATES.  Except as provided in this Section 4, no new
certificates for Shares shall be issued to replace an old certificate unless the
latter is  surrendered  to the Trust and  cancelled at the same time.  The Board
may, in case any Share  certificate  or  certificate  for any other  security is
lost, stolen, or destroyed,  authorize the issuance of a replacement certificate
on such terms and conditions as the Board may require, including a provision for
indemnification  of the Board and the Trust secured by a bond or other  adequate
security  sufficient  to protect the Trust and the Board  against any claim that
may be made against either, including any expense or liability on account of the
alleged loss,  theft,  or destruction of the  certificate or the issuance of the
replacement certificate.

     Section 5.  REPRESENTATION  OF SHARES OF OTHER ENTITIES HELD BY TRUST.  The
Trust's  president or any vice  president or any other person  authorized by the
Board or by any of the foregoing designated  officers,  is authorized to vote or
represent on behalf of the Trust, or any Series  thereof,  any and all shares of
any  corporation,  partnership,  trust,  or other  entity,  foreign or domestic,
standing in the name of the Trust or such Series thereof.  The authority granted
may be  exercised  in  person or by a proxy  duly  executed  by such  authorized
person.

     Section 6. TRANSFERS OF SHARES.  Shares are transferable,  if authorized by
the Declaration of Trust, only on the record books of the Trust by the Person in
whose name such  Shares  are  registered,  or by the  Person's  duly  authorized
attorney-in-fact or representative.  Shares represented by certificates shall be
transferred  on the  books of the  Trust  upon  surrender  for  cancellation  of
certificates  for the same  number of Shares,  with an  assignment  and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of the  signature  as the Trust or its agents may  reasonably
require.  Upon receipt of proper transfer instructions from the registered owner
of uncertificated Shares, such uncertificated Shares shall be transferred on the
record books to the Person entitled  thereto,  or  certificated  Shares shall be
made to the Person entitled  thereto and the transaction  shall be recorded upon
the books of the Trust.  The Trust,  its transfer agent or other duly authorized
agents may refuse  any  requested  transfer  of  Shares,  or request  additional
evidence of authority  to  safeguard  the assets or interests of the Trust or of
its  Shareholders,  in their sole  discretion.  In all cases of  transfer  by an
attorney-in-fact,  the original  power of attorney,  or an official copy thereof
duly certified, shall be deposited and remain with the Trust, its transfer agent
or  other  duly   authorized   agent.   In  case  of  transfers  by   executors,
administrators,  guardians or other legal  representatives,  duly  authenticated
evidence of their authority shall be presented to the Trust,  its transfer agent
or other duly authorized  agent,  and may be required to be deposited and remain
with the Trust, its transfer agent or other duly authorized agent.

     Section 7. HOLDERS OF RECORD.  The record books of the Trust as kept by the
Trust,  its transfer agent or other duly  authorized  agent, as the case may be,
shall be conclusive as to the identity of the  Shareholders  of the Trust and as
to the number,  Series and classes,  if any, of Shares held from time to time by
each such Shareholder. The Trust shall be entitled to treat the holder of record
of any  Share as the  owner  thereof  and,  accordingly,  shall  not be bound to
recognize  any equitable or other claim to or interest in such Share on the part
of any other Person, whether or not the Trust shall have express or other notice
thereof.

     Section 8.  FISCAL  YEAR.  The fiscal  year of the Trust,  and each  Series
thereof, shall be determined by the Board.

     Section 9. HEADINGS; REFERENCES. Headings are placed herein for convenience
of  reference  only and shall not be taken as a part hereof or control or affect
the meaning,  construction or effect of this  instrument.  Whenever the singular
number is used  herein,  the same shall  include  the  plural;  and the  neuter,
masculine  and feminine  genders shall include each other,  as  applicable.  Any
references  herein to specific  sections  of the DSTA,  the Code or the 1940 Act
shall  refer to such  sections  as  amended  from time to time or any  successor
sections thereof.

     Section 10. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

          (a) The provisions of these By-Laws are severable, and if the Board of
Trustees  shall  determine,  with  the  advice  of  counsel,  that  any of  such
provisions is in conflict with the Declaration of Trust, the 1940 Act, the Code,
the  DSTA,  or with  other  applicable  laws and  regulations,  the  conflicting
provision  shall be deemed not to have  constituted a part of these By-Laws from
the time when such provisions became inconsistent with such laws or regulations;
provided, however, that such determination shall not affect any of the remaining
provisions  of these  By-Laws or render  invalid or improper any action taken or
omitted prior to such determination.

          (b) If any  provision  of  these  By-Laws  shall  be held  invalid  or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction or any other provision of these
By-Laws in any jurisdiction.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section 1. AMENDMENT BY TRUSTEES. These By-Laws may be amended, restated or
repealed or new  By-Laws may be adopted by the Board,  by a vote of the Board as
set forth in Article IV, Section 3(c) of the Declaration of Trust.

     Section 2. OTHER AMENDMENT. Subject to the 1940 Act, these By-Laws may also
be amended  pursuant to Article VIII,  Section 2(a) of the  Declaration of Trust
and Section 3815(f) of the DSTA.



Adopted:  March 11, 2005; as amended and restated, May 16, 2005.