Bylaws
as amended and restated as of February 18, 2010

Table of Contents

ARTICLE I Offices								1

Section 1.  Principal Office							1
Section 2.  Other Offices							1
ARTICLE II Meetings of Shareholders						1
Section 1.  Place of Meetings							1
Section 2.  Call of Meeting							1
Section 3.  Notice of Shareholders’ Meeting					1
Section 4.  Manner of Giving Notice; Affidavit of Notice			2
Section 5.  Adjourned Meeting; Notice						2
Section 6.  Voting								3
Section 7.  Waiver of Notice by Consent of Absent Shareholders			3
Section 8.  Shareholder Action by Written Consent without a Meeting		3
Section 9.  Record Date for Shareholder Notice, Voting and Giving Consents	4
Section 10.  Proxies								5
Section 11.  Inspectors of Election						5
ARTICLE III Trustees								6
Section 1.  Powers								6
Section 2.  Number and Qualification of Trustees				6
Section 3.  Mandatory Retirement						6
Section 4.  Vacancies								6
Section 5.  Place of Meetings and Meetings by Telephone				7
Section 6.  Regular Meetings							7
Section 7.  Special Meetings							7
Section 8.  Quorum								8
Section 9.  Waiver of Notice							8
Section 10.  Adjournment							8
Section 11.  Notice of Adjournment						8
Section 12.  Action without a Meeting						8
Section 13.  Fees and Compensation of Trustees					9
ARTICLE IV Committees								9
Section 1.  Committees of Trustees						9
Section 2.  Meetings and Action of Committees					9
ARTICLE V Officers								10
Section 1.  Officers								10
Section 2.  Election of Officers						10
Section 3.  Subordinate Officers						10
Section 4.  Removal and Resignation of Officers					10
Section 5.  Vacancies In Offices						11
Section 6.  Chairman of the Board						11
Section 7.  President								11
Section 8.  Vice Presidents							11
Section 9.  Secretary								12
Section 10.  Chief Financial Officer						12
Section 11.  Chief Compliance Officer						12
ARTICLE VI Indemnification of Trustees, Officers, Employees and Other Agents	13
Section 1. Indemnification							13
Section 2. “Disabling Conduct”							13
Section 3. Conditions for Indemnification					13
Section 4. Advance of Expenses							14
Section 5. Rights Not Exclusive							14
Section 6. Survival								15
Section 7. Definitions								15
Section 8. Insurance								15
Section 9. Fiduciaries of Employee Benefit Plan					15
ARTICLE VII Records and Reports							16
Section 1.  Maintenance and Inspection of Share Register			16
Section 2.  Maintenance and Inspection of Bylaws				16
Section 3.  Maintenance and Inspection of Other Records				16
Section 4.  Inspection by Trustees						16
Section 5.  Financial Statements						17
ARTICLE VIII General Matters							17
Section 1.  Checks, Drafts, Evidence of Indebtedness				17
Section 2.  Contracts and Instruments; How Executed				17
Section 3.  Certificates for Shares						17
Section 4.  Lost Certificates							18
Section 5.  Uncertificated Shares						18
Section 6.  Representation of Shares of Other Entities				18
ARTICLE IX Amendments								19
Section 1.  Amendment by Shareholders						19
Section 2.  Amendment by Trustees						19


Bylaws

as amended and restated as of February 18,2010

ARTICLE I

Offices

Section 1.  Principal Office
The Board of Trustees shall fix the location of the principal executive
office of the Trust at any place within or outside The Commonwealth of
Massachusetts.
Section 2.  Other Offices
The Board of Trustees may at any time establish branch or subordinate
offices at any place or places where the trust intends to do business.

ARTICLE II
Meetings of Shareholders

Section 1.  Place of Meetings
Meetings of shareholders shall be held at any place within or outside
The Commonwealth of Massachusetts designated by the Board of Trustees.
In the absence of any such designation, shareholders’ meetings shall be
held at the principal executive office of the Trust.

Section 2.  Call of Meeting
A meeting of the shareholders shall be held whenever called by the
Trustees and whenever required by the provisions of the 1940 Act.
A shareholder meeting may be called at any time by the Board of Trustees or
by the Chairman of the Board or by the President.  If a shareholder
meeting is a meeting of the shareholders of one or more series or classes
of shares, but not a meeting of all shareholders of the Trust, then only
special meetings of the shareholders of such one or more series
or classes shall be called and only the shareholders of such one or more
series or classes shall be entitled to notice of and to vote at such meeting.

Section 3.  Notice of Shareholders’ Meeting
All notices of meetings of shareholders shall be sent or otherwise given
in accordance with Section 4 of this Article II not less than ten (10)
nor more than ninety (90) 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.  The notice of
any meeting at which trustees are to be elected also shall include the name
of any nominee or nominees whom at the time of the notice
are intended to be presented for election.
If action is proposed to be taken at any meeting for approval of (i) a contract
or transaction in which a trustee has a direct or indirect financial interest,
(ii) an amendment of the Declaration of Trust, (iii) a reorganization of the
Trust, or (iv) a voluntary dissolution of the
Trust, the notice shall also state the general nature of that proposal.

Section 4.  Manner of Giving Notice; Affidavit of Notice
Notice of any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address of that shareholder
appearing on the books of the Trust or its transfer agent
or given by the shareholder to the Trust for the purpose of notice.
If no such address appears on the Trust’s books or is given, notice shall
be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the
Trust’s principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office
is located.  Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other
means of written communication.
If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable
to deliver the notice to the shareholder at the address,
all future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder
on written demand of the shareholder at the principal
executive office of the Trust for a period of one year from the date
of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of
any shareholder’s meeting shall be executed by the Secretary, an
Assistant Secretary or any transfer agent of the Trust giving the notice
and shall be filed and maintained in the minute book of the Trust.

Section 5.  Adjourned Meeting; Notice
Any shareholder’s meeting, whether or not a quorum is present, may
be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy.
When any meeting of shareholders is adjourned to another time or
place, notice need not be given of the adjourned meeting at which
the adjournment is taken, unless a new record date of the adjourned meeting
is fixed or unless the adjournment is for more than ninety (90) days from
the date set for the original meeting, in which case the Board of Trustees
shall set a new record date.  Where required, notice of any such adjourned
meeting shall be given to each shareholder of record
entitled to vote at the adjourned meeting in accordance with the provisions
of Section 3 and 4 of this Article II.  At any adjourned meeting, the Trust
may transact any business which might have been
transacted at the original meeting.

Section 6.  Voting
The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of the Declaration of
Trust, as in effect at such time.  The shareholders’ vote may be by
voice vote or by ballot, provided, however, that any election for
trustees must be by ballot if demanded by any shareholder before the
voting has begun.  On any matter other than elections of trustees, any
shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the
proposal, but if the shareholder fails to specify the number of shares
which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder’s approving vote is
with respect to the total shares that the shareholder is entitled to
vote on such proposal.

Section 7.  Waiver of Notice by Consent of Absent Shareholders
The transactions of the meeting of shareholders, however called and
noticed and wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice if a quorum be present either in
person or by proxy and if either before or after the meeting,
each person entitled to vote who was not present in person or by proxy
signs a written waiver of notice or a consent to a holding of the meeting
or an approval of the minutes.  The waiver of notice or
consent need not specify either the business to be transacted or the
purpose of any meeting of shareholders.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning
of the meeting to the transaction of any business because the meeting is
not lawfully called or convened and except that attendance
at a meeting is not a waiver of any right to object to the consideration
of matters not included in the notice of the meeting if that objection is
expressly made at the beginning of the meeting.

Section 8.  Shareholder Action by Written Consent without a Meeting
Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing setting
forth the action so taken is signed by the holders of outstanding shares
having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote on that action were present and voted.  All
such consents shall be filed with the Secretary of the Trust
and shall be maintained in the Trust’s records.  Any shareholder giving
a written consent or the shareholder’s proxy holders or a transferee of
the shares or a personal representative of the shareholder
or their respective proxy holders may revoke the consent by a writing
received by the Secretary of the Trust before written consents of the
number of shares required to authorize the proposed action have
been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 4 of this
Article II.  In the case of approval of (i) contracts or transactions in
which a trustee has a direct or indirect financial interest,
(ii) indemnification of agents of the Trust, and (iii) a reorganization
of the Trust, the notice shall be given at least ten (10) days before the
consummation of any action authorized by that approval.

Section 9.  Record Date for Shareholder Notice, Voting and Giving Consents
For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to action without a meeting,
the Board of Trustees may fix in advance a record date which shall not be
more than ninety (90) days nor less than ten (10) days before
the date of any such meeting as provided in the Declaration of Trust.
If the Board of Trustees does not so fix a record date:
(a)	The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business
on the business day next preceding the day on which notice is given or if
notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.
(b)	The record date for determining shareholders entitled to give
consent to action in writing without a meeting, (i) when no prior action
by the Board of Trustees has been taken, shall be the day on which the
first written consent is given, or (ii) when prior action of
the Board of Trustees has been taken, shall be at the close of business
on the day on which the Board of Trustees adopt the resolution relating
to that action or the seventy-fifth day before the date of
such other action, whichever is later.

Section 10.  Proxies
Every person entitled to vote for trustees or on any other matter shall
have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the
Secretary of the Trust.  A proxy shall be deemed signed if the
shareholder’s name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or by electronic, telephonic,
computerized or other alternative form of execution authorized by the
Trustees) by the shareholder or the shareholder’s attorney-in-fact.
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 specific written notice
to the contrary from any one of them.  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.  A validly executed proxy which does not state
that it is irrevocable shall continue in full force
and effect unless (i) revoked by the person executing it before the vote
pursuant to that proxy by a writing delivered to the Trust stating that the
proxy is revoked or by a subsequent proxy executed by,
or attendance at the meeting and voting in person by the person executing
that proxy; or (ii) written notice of the death or incapacity of the maker
of that proxy is received by the Trust before the vote pursuant
to that proxy is counted; provided however, that no proxy shall be valid
after the expiration of eleven (11) months from the date of the proxy unless
otherwise 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 Commonwealth of
Massachusetts, as if the Trust were a Massachusetts
corporation.

Section 11.  Inspectors of Election
Before any meeting of shareholders, the Board of Trustees may appoint any
persons other than nominees for office to act as inspectors of election at
the meeting or its adjournment.  If no inspectors of election are so
appointed, the chairman of the meeting may and on the request
of any shareholder or a shareholder’s proxy shall, appoint inspectors of
election at the meeting.  The number of inspectors shall be either one (1)
or three (3).  If inspectors are appointed at a meeting
on the request of one or more shareholders or proxies, the holders of
a majority of shares or their proxies present at the meeting shall determine
whether one (1) or three (3) inspectors are to be appointed.
If any person appointed as inspector fails to appear or fails or refuses
to act, the chairman of the meeting may and on the request of any shareholder
or a shareholder’s proxy, shall appoint a person
to fill the vacancy.
These inspectors shall:
(a)	Determine the number of shares outstanding 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, ballots or consents;
(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 or consents;
(e)	Determine when the polls shall close;
(f)	Determine the result; 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.  Powers
Subject to the applicable provisions of the Declaration of Trust, these
Bylaws, and applicable laws relating to action required to be approved by
the shareholders or by the outstanding shares, the business and affairs of
the Trust shall be managed and all powers shall be exercised
by or under the direction of the Board of Trustees.

Section 2.  Number and Qualification of Trustees
The authorized number of trustees shall be not less than three (3) nor
more than fifteen (15) until changed by a duly adopted amendment to the
Declaration of Trust and these Bylaws.  The selection and nomination of
disinterested trustees is committed solely to the discretion
of a Nominating Committee consisting of all sitting disinterested trustees
except where the remaining trustee or trustees are interested persons.

Section 3.  Mandatory Retirement
Disinterested trustees shall retire when they reach the age of seventy three
(73) years; provided, however, the remaining disinterested trustees may
waive the mandatory retirement provision expressed herein for a period
not to exceed two years.

Section 4.  Vacancies
Vacancies in the Board of Trustees may be filled by a majority of the remaining
trustees, though less than a quorum, or by a sole remaining trustee, unless
the Board of Trustees calls a meeting of shareholders for the purposes of
electing trustees.  In the event that at any
time less than a majority of the trustees holding office at that time were so
elected by the holders of the outstanding voting securities of the Trust,
the Board of Trustees shall forthwith cause to be
held as promptly as possible, and in any event within sixty (60) days,
a meeting of such holders for the purpose of electing trustees to fill any
existing vacancies in the Board of Trustees, unless
such period is extended by order of the United States Securities and
Exchange Commission.

Section 5.  Place of Meetings and Meetings by Telephone
All meetings of the Board of Trustees may be held at any place within or
outside The Commonwealth of Massachusetts that has been designated from
time to time by resolution of the Board.  In the absence of such a designation,
regular meetings shall be held at the principal executive
office of the Trust.  Any meeting, regular or special, may be held 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 the
meeting; provided that, in accordance with the provisions of the
Investment Company Act of 1940, the Board may not transact by such a
meeting any business which involves the entering into, or the approval,
performance, or renewal of any contract or agreement, whereby a person
undertakes regularly to serve or act as the Trust’s investment
advisor or principal underwriter.

Section 6.  Regular Meetings
Regular meetings of the Board of Trustees shall be held without call
at such time as shall from time to time be fixed by the Board of Trustees.
Such regular meetings may be held without notice.

Section 7.  Special Meetings
Special meetings of the Board of Trustees for any purpose or purposes may
be called at any time by the Chairman of the Board or the President or any
Vice President or the Secretary or any two (2) trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each trustee or sent by first-class mail,
by facsimile, or electronic mail, charges prepaid, addressed to each
trustee at that trustee’s address as it is shown on the records of
the Trust.  In case the notice is mailed, it shall be deposited in the
United States mail at least four (4) days before the time of the holding
of the meeting.  In case the notice is delivered personally, by telephone,
by facsimile delivery, or by electronic mail, it shall be given at least
forty-eight (48) hours before the time of the holding of the meeting.
Any oral notice given personally or by telephone may
be communicated either to the trustee or to a person at the office of
the trustee
who the person giving the notice  has reason to believe will promptly
communicate it to the trustee.  The notice need not specify
the purpose of the meeting or the place if the meeting is to be held at the
principal executive office of the Trust.

Section 8.  Quorum
A majority of the number of trustees (as fixed in accordance with the provisions
of the Declaration of Trust) shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 10 of this Article III.
Every act or decision done or made by a majority
of the trustees present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Trustees, subject to the provisions of
the Declaration of Trust.  A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of trustees if any action taken is approved by
at least a majority of the required quorum for
that meeting.

Section 9.  Waiver of Notice
Notice of any meeting need not be given to any trustee who either before or
after the meeting signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes.  The waiver of notice of consent need
not specify the purpose of the meeting.  All such
waivers, consents and approvals shall be filed with the records of the Trust
or made a part of the minutes of the meeting.  Notice of a meeting shall also
be deemed given to any trustee who attends the meeting
without protesting before or at its commencement the lack of notice to that
trustee.

Section 10.  Adjournment
A majority of the trustees present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.

Section 11.  Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than forty-eight (48) hours,
in which case notice of the time and place shall be given before the time of
the adjourned meeting in the manner specified in
Section 6 of this Article III to the trustees who were present at the
time of the adjournment.

Section 12.  Action without a Meeting
Any action required or permitted to be taken by the Board of Trustees may
be taken without a meeting if a majority of the members of the Board of
Trustees shall individually or collectively consent in writing to that action;
provided that, in accordance with the Investment
Company Act of 1940, such written consent does not approve the entering
into, or the renewal or performance of any contract or agreement, whereby
a person undertakes regularly to serve or act as the
Trust’s investment advisor or principal underwriter.  Any other action
by written consent shall have the same force and effect as a majority vote
of the Board of Trustees.  Written consents shall be filed
with the minutes of the proceedings of the Board of Trustees.

Section 13.  Fees and Compensation of Trustees
Trustees and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board of Trustees.  This Section 12 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 for those services.

ARTICLE IV

Committees

Section 1.  Committees of Trustees
The Board of Trustees may by resolution adopted by a majority of the
authorized number of trustees designate one or more committees, each
consisting of two (2) or more trustees, to serve at the pleasure of the
Board.  The Board may designate one or more trustees as alternate
members of any committee who may replace any absent member at any meeting
of the committee.  Any committee to the extent provided in the resolution
of the Board, shall have the authority of the Board, except
with respect to:
(a)	the approval of any action which under applicable law also requires
shareholders’ approval or approval of the outstanding shares, or requires
approval by a majority of the entire Board or certain members of said Board;
(b)	the filling of vacancies on the Board of Trustees or in any
committee;
(c)	the fixing of compensation of the trustees for serving on the
Board of Trustees or on any committee;
(d)	the amendment or repeal of the Declaration of Trust or of the
Bylaws or the adoption of new Bylaws;
(e) 	the amendment or repeal of any resolution of the Board of Trustees
which by its express terms is not so amendable or repealable; or
(f)	the appointment of any other committees of the Board of Trustees
or the members of these committees.

Section 2.  Meetings and Action of Committees
Meetings and action of committees shall be governed by and held and taken
in accordance with the provisions of Article III of these Bylaws, with such
changes in the context thereof as are necessary to substitute the committee
and its members for the Board of Trustees and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Trustees or by resolution
of the committee.  Special meetings of committees may also be
called by resolution of the Board of Trustees, and notice of special meetings
of committees shall also be given to all alternate members who shall have
the right to attend all meetings of the committee.
The Board of Trustees may adopt rules for the government of any committee
not inconsistent with the provisions of these Bylaws.

ARTICLE V

Officers

Section 1.  Officers
The officers of the Trust shall be a President, a Secretary, a Chief
Financial Officer, a Chief Compliance Officer and a Treasurer.  The
Trust may also have, at the discretion of the Board of Trustees, one
or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V.  Any
number of offices may be held by the same person.

Section 2.  Election of Officers
The officers of the Trust, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article V, shall be chosen by the Board of Trustees, and each shall
serve at the pleasure of the Board of Trustees, subject to the rights,
if any, of an officer under any contract of employment.

Section 3.  Subordinate Officers
The Board of Trustees may appoint and may empower the President to
appoint such other officers as the business of the Trust may require,
each of whom shall hold office for such period, have such authority
and perform such duties as are provided in these Bylaws or as the
Board of Trustees may from time to time determine.

Section 4.  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 of Trustees at any regular or special meeting of the
Board of Trustees or except in the case of an officer upon whom such
power of removal may be conferred by the Board of Trustees.
Any officer may resign at any time by giving written notice to the
Trust.  Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice; and unless
otherwise specified in that 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 5.  Vacancies In Offices
A vacancy in any office because of death, resignation, removal,
disqualification or other cause shall be filled in the manner
prescribed in these Bylaws for regular appointment to that office.

Section 6.  Chairman of the Board
The Chairman of the Board shall, if present, preside at meetings
of the Board of Trustees and exercise and perform such other
powers and duties as may be from time to time assigned to him by the
Board of Trustees or prescribed by the Bylaws.

Section 7.  President
Subject to such supervisory powers, if any, as may be given by the
Board of Trustees to the Chairman of the Board, the President shall
be the principal executive officer and the principal operating officer
of the Trust and shall, subject to control of the Board of Trustees,
have general supervision, direction and control of the business and
the officers of the Trust.  He shall preside at all shareholder meetings
and, in the absence of the Chairman of the Board or if there
be none, at all meetings of the Board of Trustees.  He shall have the
general powers and duties of management usually vested in the office of
 President of a corporation and shall have such other powers
and duties as may be prescribed by the Board of Trustees or these Bylaws.

Section 8.  Vice Presidents
In the absence or disability of the President, the Vice Presidents,
if any, in order of their rank as fixed by the Board of Trustees or
if not ranked, a Vice President designated by the Board of Trustees,
shall perform all the duties of the President and when so acting shall
have all powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for
them respectively by the Board of Trustees or by these Bylaws and the
president or the Chairman of the Board.

Section 9.  Secretary
The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or such other place as the Board of Trustees may
direct a book of minutes of all meetings and actions of trustees, committees
of trustees and shareholders with the time and place of
holding, whether regular or special, and if special, how authorized,
the notice given, the names of those present at trustees’ meetings or
committee meetings, the number of shares present or represented at
shareholders’ meetings and the proceedings.
The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust’s transfer agent or
registrar, as determined by resolution of the Board of Trustees, a share
register or a duplicate share register showing the names of all
shareholders and their addresses, the number and classes of shares held
by each, the number and date of certificates issued for the same 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 the Board of Trustees required by these Bylaws 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 of
Trustees or by these Bylaws.

Section 10.  Chief Financial Officer
The Chief Financial Officer shall be the principal financial and
accounting officer of the Trust and shall keep and maintain or cause
to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares.  The books of
account shall at all reasonable times be open to inspection by any trustee.
The Chief Financial Officer 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 of Trustees.  He shall disburse the funds of
the Trust as may be ordered by the Board of Trustees, shall
render to the president and trustees, whenever they request it, an account
of all of his transactions as Chief Financial Officer and of the financial
condition of the Trust and shall have other powers and
perform such other duties as may be prescribed by the Board of Trustees
or these Bylaws.

Section 11.  Chief Compliance Officer
The Chief Compliance Officer shall be the principal officer of the Trust
responsible for administering its compliance policies and procedures.
The Chief Compliance Officer shall have the power to develop and enforce
policies and procedures reasonably designed to prevent the
Trust from violating the securities laws applicable to its operations.
The Chief Compliance Officer shall serve at the pleasure of the Trustees
and reports directly to the Trust.  The Chief Compliance Officer
shall have such other powers and perform such other duties as may be
prescribed by the Trustees, these Bylaws, or the federal securities laws.

ARTICLE VI
Indemnification of Trustees, Officers, Employees and Other Agents

Section 1. Indemnification
The Trust shall indemnify any individual (“Indemnitee”) who is a present or
former trustee, officer, employee, or agent of the Trust, or who, while
a trustee, officer, employee, or agent of the Trust, is or was serving at
the request of the Trust as a trustee, officer, partner,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan who, by
reason of his position was, is, or is threatened to be made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
collectively referred to as a “Proceeding”) against any
judgments, penalties, fines, amounts paid in settlement, and expenses
(including attorneys’ fees) actually and reasonably incurred by such
Indemnitee in connection with any Proceeding, to the fullest ext
ent that such indemnification may be lawful under Massachusetts law.
The Trust shall pay any reasonable expenses so incurred by such Indemnitee
in defending a Proceeding in advance of the final disposition thereof to
the fullest extent that such advance payment may be lawful under
Massachusetts law. Subject to any applicable limitations and requirements
set forth in the Trust’s Declaration of Trust and in these
By-laws, any payment of indemnification or advance of expenses shall
be made in accordance with the procedures set forth in Massachusetts law.

Section 2. “Disabling Conduct”
Anything in this Article to the contrary notwithstanding, nothing in this
Article shall protect or purport to protect any Indemnitee against any
liability to the Trust or its stockholders, whether or not there has been
an adjudication of 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
(“Disabling Conduct”).

Section 3. Conditions for Indemnification
Anything in this Article to the contrary notwithstanding, no indemnification
shall be made by the Trust to any Indemnitee unless:
(a)	there is a final decision on the merits by a court or other body
before whom the Proceeding was brought that the Indemnitee was not liable
by reason of Disabling Conduct; or
(b)	in the absence of such decision, the Trustees, based upon a review
of the facts, forms a reasonable belief that the Indemnitee was not liable
by reason of Disabling Conduct, which reasonable belief may be formed:
(i)	by the vote of a majority of a quorum of trustees who are neither
“interested persons” of the Trust as defined in Article 2(a)(19) of the
Investment Company Act, nor parties to the Proceeding; or
(ii)	based on a written opinion of independent legal counsel.

Section 4. Advance of Expenses
Anything in this Article to the contrary notwithstanding, any advance of
expenses by the Trust to any Indemnitee shall be made only upon the
undertaking by such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification
as above provided, and only if the Trustees:
(a)	obtains assurances that the advance will be repaid by (A) the
Trust receiving collateral from the Indemnitee for his undertaking or
(B) the Trust obtaining insurance against losses arising by reason of any
lawful advances; or
(b)	has a reasonable belief that the Indemnitee has not engaged in
Disabling Conduct and will ultimately be found entitled to indemnification,
which reasonable belief may be formed:
(i)	by a majority of a quorum of trustees who are neither “interested
persons” of the Trust as defined in Article 2(a)(19) of the Investment
Company Act, nor parties to the Proceeding; or
(ii)	based upon a written opinion of an independent legal counsel
that in turn is based on counsel’s review of readily available facts
(which review shall not require a full trial-type inquiry).

Section 5. Rights Not Exclusive
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses
may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested trustees or otherwise, both as to
action in such person’s official capacity and as to action in another
capacity while holding such office.

Section 6. Survival
The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided
when authorized or ratified, continue as to an Indemnitee who has
ceased to be a trustee, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such an Indemnitee.

Section 7. Definitions
For purposes of this Article, references to (i) the “Trust” shall include,
in addition to the resulting trust, any constituent trust (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had
power and authority to indemnify its trustees, officers, and employees or
agents so that any person who is or was a trustee, officer, employee or
agent of such constituent trust, or is or was serving at the
request of such constituent trust as a trustee, officer, employee or agent
of another trust, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving trust as such
person would have with respect to such constituent trust if its separate
existence had continued; (ii) “fines” shall include any
excise taxes assessed on a person with respect to an employee benefit
plan; and (iii) “serving at the request of the “Trust” shall include any
service as a trustee, officer, employee or agent of the Trust which
imposes duties on, or involves service by, such trustee, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.

Section 8. Insurance
To the fullest extent permitted by applicable Massachusetts law and by
Sections 17(h) and 17(i) of the Investment Company Act, or any successor
provisions thereto or interpretations thereunder, the Trust may purchase
and maintain insurance on behalf of any person who is or was
a trustee, officer, employee, or agent of the Trust, or who is or was
serving at the request of the Trust as a trustee, officer, partner,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee
benefit plan, against any liability asserted against him and
incurred by him in any such capacity or arising out of his position,
whether or not
the Trust would have the power to indemnify him against such liability.

Section 9. Fiduciaries of Employee Benefit Plan
This Article does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan
in that person’s capacity as such, even though that person may also
be an agent of this Trust as defined in Section 1 of this Article. Nothing
contained in this Article shall limit any right to indemnification
to which such a trustee, investment manager or other fiduciary may
be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.

ARTICLE VII
Records and Reports

Section 1.  Maintenance and Inspection of Share Register
This Trust shall keep at its principal executive office or at the
office of its transfer agent or registrar, if either be appointed
and as determined by resolution of the Board of Trustees, a record
of its shareholders, giving the names and addresses of all shareholders
and the number and series of shares held by each shareholder.

Section 2.  Maintenance and Inspection of Bylaws
The Trust shall keep at is principal executive office the original
or a copy of these Bylaws as amended to date, which shall be open
to inspection by the shareholders at all reasonable times during
office hours.

Section 3.  Maintenance and Inspection of Other Records
The accounting books and records and minutes of proceedings of the
shareholders and the Board of Trustees and any committee or committees
of the Board of Trustees shall be kept at such place or places
designated by the Board of Trustees or in the absence of such designation,
at the principal executive office 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.  The minutes and accounting books and records
shall be open to inspection upon the written demand of any shareholder or
holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder’s interests as a shareholder or as the holder of a voting trust
certificate.  The inspection may be made in person or by an
agent or attorney and shall include the right to copy and make extracts.

Section 4.  Inspection by Trustees
Every trustee shall have the absolute right at any reasonable time 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.

Section 5.  Financial Statements
A copy of any financial statements and any income statement of the Trust for
each quarterly period of each fiscal year and accompanying balance sheet of
the Trust as of the end of each such period that has been prepared by the
Trust shall be kept on file in the principal executive
office of the Trust for at least twelve (12) months and each such statement
shall be exhibited at all reasonable times to any shareholder demanding an
examination of any such statement or a copy shall
be mailed to any such shareholder.
The quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of any independent accountants
engaged by the Trust or the certificate of an authorized officer of the
Trust that the financial statements were prepared
without audit from the books and records of the Trust.

ARTICLE VIII
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 from time to time shall be determined by resolution
of the Board of Trustees.

Section 2.  Contracts and Instruments; How Executed
The Board of Trustees, except as otherwise provided in these Bylaws,
may authorize any officer or officers, agent or agents, to enter
into any contract or execute any instrument in the name of and on behalf
of the Trust and this authority may be general or confined to specific
instances; and unless so authorized or ratified by the Board of
Trustees or within the agency power of an officer, no officer, agent, or
employee shall have any power or authority to bind the Trust by
any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

Section 3.  Certificates for Shares
At the discretion of the Trustees, a certificate or certificates
for shares of beneficial interest in any series of the trust may
be issued to each shareholder when any of these shares are fully paid.
All certificates shall be signed in the name of the Trust by the chairman
of the board or the president or vice president and by the chief
financial officer or an assistant treasurer or the secretary or any
assistant secretary, certifying the number of shares and the series
of shares owned by the shareholders.  Any or all of the signatures
on the certificate may be facsimile.  In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has
been place on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, it
may be issued by the Trust with the same effect as if that person were an
officer, transfer agent or registrar 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 of
Trustees 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
of Trustees may require, including a provision for indemnification of
the Trust secured by a bond or other adequate security sufficient to
protest the Trust against any claim that may be made against it,
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.  Uncertificated Shares
Unless determined otherwise by the Trustees, the Trust shall issue
shares of any or all series in  uncertificated form; provided, however,
the Trust may issue certificates to the holders of shares of a series
which was originally issued in uncertificated form, and if it
has issued shares of any series in certificated form, they may at any
time discontinue the issuance of share certificates for such series and
may, by written notice to such shareholders of such series require
the surrender of their shares certificates to the Trust for cancellation,
which surrender and cancellation shall not affect the ownership of shares
for such series.
For any series of shares for which the trustees issue shares without
certificates, the Trust, or any transfer agent selected by the Trust,
may either issue receipts therefore or may keep accounts upon the books
of the Trust for the record holders of such shares, who shall
in either case be deemed, for all purposes hereunder to be the holders
of such shares as if they had received certificates therefore and shall
be held to have expressly assented and agreed to the terms hereof
and of the Declaration of Trust.

Section 6.  Representation of Shares of Other Entities
The Chairman of the Board, the President or any Vice President or any
other person authorized by resolution of the Board of Trustees or by
any of the foregoing designated officers, is authorized to vote on
behalf of the Trust any and all shares of any corporation or
corporations, partnerships, trusts, or other entities, foreign or
domestic, standing in the name of the Trust.  The authority granted
to these officers to vote or represent on behalf of the Trust any and all
shares held by the Trust in any form of entity may be exercised
by any of these officers in person or by any person authorized to
do so by a proxy duly executed by these officers.

ARTICLE IX

Amendments

Section 1.  Amendment by Shareholders

These Bylaws may be amended or repealed, in whole or in part, at any time
by the affirmative vote or written consent of a majority of the outstanding
shares issued and entitled to vote, except as otherwise provided by
applicable law or by the Declaration of Trust or these Bylaws.

Section 2.  Amendment by Trustees

Subject to the right of shareholders as provided in Section 1 of this
Article to adopt, amend or repeal Bylaws, and except as otherwise
 provided by applicable law or by the Declaration of Trust, these
Bylaws may be adopted, amended, or repealed, in whole or in part, at any
time by the Board of Trustees.