Effective March 1, 2002

                                                              All Open End Funds

                              AMENDMENT TO BY-LAWS

      RESOLVED, that the By-Laws of the Trust be and hereby are amended to
delete Article III, Sub-Section 3.5 of the By-Laws and replace it with the
following:

            Section 3.5 Abstentions and Broker Non-Votes. Outstanding Shares
represented in person or by proxy (including Shares which abstain or do not vote
with respect to one or more of any proposals presented for Shareholder approval)
will be counted for purposes of determining whether a quorum is present at a
meeting. Abstentions will be treated as Shares that are present and entitled to
vote for purposes of determining the number of Shares that are present and
entitled to vote with respect to any particular proposal, but will not be
counted as a vote in favor of such proposal. If a broker or nominee holding
Shares in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular proposal, those Shares will
be treated as Shares that are present and entitled to vote for purposes of
determining the number of Shares that are present and entitled to vote with
respect to such proposal, but will not be counted as a vote in favor of such
proposal.