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 Section 3.5 of Article III 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 Broker Non-Votes and Shares
which abstain with respect to one or more proposals presented for Shareholder
approval) will be counted for purposes of determining whether a quorum is
present at a meeting. Except as otherwise provided by law, 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 cast on
such proposal. A "Broker Non-Vote" occurs 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. Except as otherwise provided by
law, Broker Non-Votes will be treated as 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 cast on
such proposal.

         FURTHER RESOLVED, that the By-Laws of the Trust be and hereby are
amended to add the following Sections 3.6 and 3.7 to Article III (and that the
existing Sections 3.6 and 3.7 be renumbered to Sections 3.8 and 3.9 and each
subsequent Section of Article III be renumbered accordingly):

                  Section 3.6 Quorum. Except as otherwise provided by law, the
Trust's Declaration of Trust or these By-laws, the holders of a majority of the
Shares issued and outstanding and entitled to vote at the meeting, present in
person, present by means of remote communication in a manner, if any, authorized
by the Board of Trustees in its sole discretion, or represented by proxy, shall
constitute a quorum for the transaction of business. A quorum, once established
at a meeting, shall not be broken by the withdrawal of enough votes to leave
less than a quorum.

                  Section 3.7 Action at Meeting. When a quorum is present at any
meeting, any matter other than the election of Trustees to be voted upon by the
Shareholders at such meeting shall be decided by the vote of the holders of
Shares having a majority of the votes cast by the holders of all of the Shares
present or represented and voting on such matter (or if there are two or more
classes of shares entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the shares of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Trust's Declaration of Trust or these By-laws. When a quorum is
present at any meeting, any election by Shareholders of Trustees shall be
determined by a plurality of the votes cast by the Shareholders entitled to vote
on the election.