<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>bylawamended.txt
<DESCRIPTION>AMENDED BY-LAW
<TEXT>




                              AMENDED AND RESTATED

                                   BY-LAWS OF

                        PATRIOT PREMIUM DIVIDEND FUND II



                            Dated: September 6, 1990

           As Amended: December 19, 1994 (Section 4.6.; Section 4.6A.)

           As Amended: November 19, 1996 (Section 2.5.)

           As Amended: March 8, 2005 (Article IV, Sections 6.2, 6.3 and 6.9)




<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I           Meetings of Shareholders...................................1

     Section 1.1. Meetings.....................................................1
     Section 1.2. Annual Meetings..............................................1
     Section 1.3. Special Meetings.............................................1
     Section 1.4. Notice of Meetings...........................................3
     Section 1.5. Presiding Officer; Secretary.................................4
     Section 1.6. Voting.......................................................4
     Section 1.7. Proxies......................................................4
     Section 1.8. Nominations and Proposals by Shareholders....................5
     Section 1.9. Abstentions and Broker Non-Votes.............................7
     Section 1.10. Inspectors..................................................7
     Section 1.11. Inspection of Records.......................................7
     Section 1.12. Quorum......................................................8
     Section 1.13. Action at Meeting...........................................8
     Section 1.14. Action without Meeting......................................8

ARTICLE II      Trustees and Trustees' Meetings................................8

     Section 2.1. Number of Trustees...........................................8
     Section 2.2. Meetings.....................................................8
     Section 2.3. Quorum; Voting...............................................9
     Section 2.4. Organization.................................................9
     Section 2.5. Consent of Trustees in Lieu of a Meeting.....................9

ARTICLE III     Committees.....................................................9

     Section 3.1. Executive Committee..........................................9
     Section 3.2. Other Committees............................................10
     Section 3.3. General.....................................................10

ARTICLE IV      Officers, Agents and Employees................................10

     Section 4.1. General Provisions..........................................11
     Section 4.2. Election, Term of Office and Qualifications.................11
     Section 4.3. Removal.....................................................11
     Section 4.4. Powers and Duties of the Chairman...........................11
     Section 4.5. Powers and Duties of the Vice Chairman......................11
     Section 4.6. Powers and Duties of the President..........................11
     Section 4.7. Powers and Duties of Vice Presidents........................11
     Section 4.8. Powers and Duties of the Treasurer..........................12
     Section 4.9. Powers and Duties of the Secretary..........................12
     Section 4.10. Powers and Duties of Assistant Treasurers..................12
     Section 4.11. Powers and Duties of Assistant Secretaries.................12


                                        i
<PAGE>

     Section 4.12. Compensation of Officers and Trustees and Members of the
                    Advisory Board............................................12

ARTICLE V       Shares of Beneficial Interest.................................12

     Section 5.1. Share Certificates..........................................12
     Section 5.2. Transfers of Pledged Shares.................................13
     Section 5.3. Regulations.................................................13
     Section 5.4. Lost, Destroyed or Mutilated Certificates...................13

ARTICLE VI      Terms of Preferred Stock......................................14

     Section 6.1. Designation.................................................14
     Section 6.2. Definitions.................................................14
     Section 6.3. Eligible Asset Coverage and Dividend Coverage...............28
     Section 6.4. Dividends...................................................38
     Section 6.5. Liquidation Rights..........................................45
     Section 6.6. Redemption..................................................46
     Section 6.7. Voting Rights...............................................51
     Section 6.8. Other Restrictions..........................................54
     Section 6.9. Auction Procedures..........................................54

ARTICLE VII     Terms of Common Shares........................................67

     Section 7.1. Designation.................................................67
     Section 7.2. Common Shares...............................................67

ARTICLE VIII    Net Asset Value...............................................69


ARTICLE IX      Limitation of Liability; Indemnification......................69

     Section 9.1. Liability; Notice...........................................69
     Section 9.2. Trustees' Good Faith Action; Expert Advice; No Bond or
                   Surety.....................................................70
     Section 9.3. Apparent Authority of the Trustees..........................70
     Section 9.4. Indemnification of Trustees, Officers, Etc..................70
     Section 9.5. Compromise Payment..........................................71
     Section 9.6. Indemnification Not Exclusive, Etc..........................72
     Section 9.7. Indemnification of Shareholders.............................72

ARTICLE X       Seal..........................................................72


ARTICLE XI      Fiscal Year...................................................72


ARTICLE XII     Custodian.....................................................72


ARTICLE XIII    Execution of Instruments......................................73


ARTICLE XIV     Independent Public Accountants................................73

ARTICLE XV      Amendments....................................................73


                                       ii
<PAGE>


                              AMENDED AND RESTATED

                                   BY-LAWS OF

                        PATRIOT PREMIUM DIVIDEND FUND II

     The  undersigned for the purpose of amending the BY-LAWS of Patriot Premium
Dividend Fund II (the "By-Laws"),  a trust with transferable  shares established
under the laws of The Commonwealth of Massachusetts (the "Trust") pursuant to an
Agreement  and  Declaration  of Trust (the  "Declaration")  made the 26th day of
September,  1989,  as amended,  and filed in the office of the  Secretary of the
Commonwealth of  Massachusetts.  Capitalized terms used but not defined in these
By-Laws have the meanings ascribed to them in the Declaration.

                                   ARTICLE I

                            Meetings of Shareholders

     Section 1.1.  Meetings.  Meetings of the shareholders of the Trust shall be
held whenever called by the Trustees, provided for by the Declaration,  required
by the 1940 Act or as  otherwise  provided  pursuant  to Section  6.7(d)  below.
Notice of  shareholders'  meetings shall be given as provided in the Declaration
or as provided in Section 6.7(d) below.

     Section 1.2. Annual  Meetings.  Annual meetings of the  Shareholders of the
Trust or a Series or Class  thereof shall be held on such date and at such place
within or without  the  Commonwealth  of  Massachusetts  as the  Trustees  shall
designate.

     Section 1.3. Special Meetings.

          (a) Special  meetings of the Shareholders may be called at any time by
     the Chairman,  the President or the Trustees.  Subject to subsection (c) of
     this Section 1.3, a special meeting of Shareholders shall also be called by
     the  Secretary  of the Trust upon the written  request of the  Shareholders
     entitled to cast not less than a majority  of all the votes  entitled to be
     cast at such meeting.

          (b) Any Shareholder of record seeking to have  Shareholders  request a
     special  meeting  shall,  by sending  written  notice to the Secretary (the
     "Record Date Request Notice") by registered mail, return receipt requested,
     request the  Trustees to fix a record date to  determine  the  Shareholders
     entitled to request a special  meeting (the "Requested  Record Date").  The
     Record Date  Request  Notice shall set forth the purpose of the meeting and
     the matters  proposed to be acted on at it,  shall be signed by one or more
     Shareholders  of  record  as of  the  date  of  signature  (or  their  duly
     authorized  agents),  shall  bear  the  date  of  signature  of  each  such
     Shareholder (or other agent) and shall set forth all  information  relating
     to each such Shareholder that must be disclosed in solicitations of proxies
     for  election  of  trustees  in an  election  contest  (even if an election
     contest is not involved),  or is otherwise required,  in each case pursuant
     to  Regulation  14A under the  Securities  Exchange Act of 1934, as amended
     (the "Exchange Act"), and Rule 14a-11 thereunder. Upon receiving the Record
     Date Request  Notice,  the Trustees  may fix a Requested  Record Date.  The
     Requested Record Date shall not precede and shall not be more than ten (10)



<PAGE>

     days after the close of business on the date on which the resolution fixing
     the  Requested  Record Date is adopted by the  Trustees.  If the  Trustees,
     within thirty (30) days after the date on which a valid Record Date Request
     Notice is received, fails to adopt a resolution fixing the Requested Record
     Date and make a public  announcement  of such  Requested  Record Date,  the
     Requested  Record Date shall be the close of business on the 30th day after
     the date on which  the  Record  Date  Request  Notice  is  received  by the
     Secretary.

          (c) In order for any Shareholder to request a special meeting,  one or
     more  written  requests for a special  meeting  signed by  Shareholders  of
     record (or their duly  authorized  agents) as of the Requested  Record Date
     entitled  to cast  not less  than  the  percentage  of  outstanding  shares
     specified in the Declaration (the "Special  Meeting  Percentage") of all of
     the  votes  entitled  to be cast  at such  meeting  (the  "Special  Meeting
     Request")  shall be delivered to the  Secretary.  In addition,  the Special
     Meeting  Request shall set forth the purpose of the meeting and the matters
     proposed  to be acted on at it (which  shall be limited to the  matters set
     forth in the Record Date Request Notice received by the  Secretary),  shall
     bear the date of  signature  of each  such  Shareholder  (or  other  agent)
     signing the Special Meeting Request,  shall set forth the name and address,
     as they appear in the  Trust's  books,  of each  Shareholder  signing  such
     request (or on whose behalf the Special  Meeting Request is signed) and the
     class and  number of  shares  of the  Trust  which are owned of record  and
     beneficially  by each such  Shareholder,  shall be sent to the Secretary by
     registered  mail,  return receipt  requested,  and shall be received by the
     Secretary  within  sixty  (60) days  after the  Request  Record  Date.  Any
     requesting  Shareholder  may revoke  his,  her or its request for a special
     meeting at any time by written revocation delivered to the Secretary.

          (d) The  Secretary  shall inform the  requesting  Shareholders  of the
     reasonably  estimated  cost of preparing  and mailing the notice of meeting
     (including  the  Trust's  proxy  materials).  The  Secretary  shall  not be
     required  to call a  special  meeting  upon  Shareholder  request  and such
     meeting shall not be held unless, in addition to the documents  required by
     paragraphs (b) and (c) of this Section 1.3, the Secretary  receives payment
     of such reasonably estimated cost prior to the mailing of any notice of the
     meeting.

          (e) Except as provided in the next sentence, any special meeting shall
     be held at such place, date and time as may be designated by the President,
     Chairman or Trustees,  whoever has called the  meeting.  In the case of any
     special meeting called by the Secretary upon the request of Shareholders (a
     "Shareholder Requested Meeting"), such meeting shall be held at such place,
     date and time as may be designated by the Trustees; provided, however, that
     the date of any Shareholder Requested Meeting shall be not more than ninety
     (90) days after the  record  date for such  meeting  (the  "Meeting  Record
     Date"); and provided further that if the Trustees fail to designate, within
     thirty  (30) days after the date that a valid  Special  Meeting  Request is
     actually  received by the Secretary (the "Delivery  Date"), a date and time
     for a  Shareholder  Requested  Meeting,  then such meeting shall be held at
     2:00 p.m.  Eastern Time on the 90th day after the date the request for such
     meeting  is  actually  received  by the Trust or, if such 90th day is not a
     Business Day (as defined below),  on the first preceding  Business Day; and
     provided  further that in the event that the  Trustees  fail to designate a


                                        2
<PAGE>

     place for a Shareholder Requested Meeting within thirty (30) days after the
     Delivery Date,  then such meeting shall be held at the principal  executive
     offices  of the  Trust.  In  fixing a date  for any  special  meeting,  the
     President,  Chairman or Trustees may  consider  such factors as he, she, or
     they deem(s) relevant within the good faith exercise of business  judgment,
     including,  without limitation, the nature of the matters to be considered,
     the facts and  circumstances  surrounding any request for a meeting and any
     plan of the Trustees to call an annual meeting or a special meeting. In the
     case of any Shareholder  Requested  Meeting,  if the Trustees fail to fix a
     Meeting  Record  Date that is a date  within  thirty  (30)  days  after the
     Delivery  Date,  then the  close of  business  on the  30th day  after  the
     Delivery Date shall be the Meeting Record Date.

          (f) If at any time as a result of written  revocations of requests for
     the  special  meeting,  Shareholders  of record (or their  duly  authorized
     agents)  as of the  Request  Record  Date  entitled  to cast  less than the
     Special Meeting  Percentage  shall have delivered and not revoked  requests
     for a special meeting, the Secretary may refrain from mailing the notice of
     the meeting or, if the notice of the meeting has been mailed, the Secretary
     may revoke the notice of the meeting at any time before ten (10) days prior
     to the  meeting if the  Secretary  has first  sent to all other  requesting
     Shareholders  written notice of such  revocation and of intention to revoke
     the notice of the meeting. Any request for a special meeting received after
     a revocation  by the Secretary of a notice of a meeting shall be considered
     a request for a new special meeting.

          (g) The Chairman, the President or the Trustees may appoint regionally
     or nationally recognized  independent inspectors of elections to act as the
     agent of the Trust for the purpose of  promptly  performing  a  ministerial
     review of the validity of any purported Special Meeting Request received by
     the Secretary. For the purpose of permitting the inspectors to perform such
     review,  no such  request  shall be deemed to have  been  delivered  to the
     Secretary  until the earlier of (i) five (5) Business Days after receipt by
     the  Secretary  of such  request  and  (ii)  such  date as the  independent
     inspectors  certify to the Trust that the valid  requests  received  by the
     Secretary  represent at least the Special Meeting  Percentage of the issued
     and  outstanding  shares of stock  that would be  entitled  to vote at such
     meeting.  Nothing  contained  in this  paragraph  (g)  shall  in any way be
     construed to suggest or imply that the Trust or any  Shareholder  shall not
     be entitled to contest the validity of any request, whether during or after
     such five (5) Business Day period, or to take any other action  (including,
     without  limitation,  the  commencement,  prosecution  or  defense  of  any
     litigation with respect  thereto,  and the seeking of injunctive  relief in
     such litigation).

     Section  1.4.   Notice  of   Meetings.   Notice  of  all  meetings  of  the
Shareholders,  stating the time,  place and  purposes of the  meeting,  shall be
given by the Trustees by mail or  telegraphic  means to each  Shareholder at his
address as recorded on the  register of the Trust mailed at least seven (7) days
before the  meeting,  provided,  however,  that notice of a meeting  need not be
given to a  Shareholder  to whom such  notice  need not be given under the proxy
rules of the Commission  under the 1940 Act and the  Securities  Exchange Act of
1934, as amended. Any adjourned meeting may be held as adjourned without further
notice.  No notice  need be given to any  Shareholder  who shall have  failed to
inform  the  Trust of his  current  address  or if a written  waiver of  notice,


                                       3
<PAGE>

executed  before  or  after  the  meeting  by the  Shareholder  or his  attorney
thereunto authorized, is filed with the records of the meeting.

     Section 1.5.  Presiding  Officer;  Secretary.  The Chairman of the Board of
Trustees of the Fund shall preside at each Shareholders'  meeting as chairman of
the meeting,  or in the absence of the  Chairman,  the  Trustees  present at the
meeting  shall  elect one of their  number as chairman  of the  meeting.  Unless
otherwise  provided  by the  Trustees,  the  Secretary  of the Fund shall be the
secretary of all meetings of Shareholders and shall record the minutes thereof.

     Section 1.6. Voting.  At each meeting of shareholders,  except as otherwise
provided by the  Declaration,  every holder of record of shares entitled to vote
shall be entitled to a number of votes equal to the number of shares  registered
in his name on the share register of the Trust on the record date of the meeting
and which are outstanding at the time such vote is taken.  Shareholders may vote
by proxy and the form of any such proxy may be  prescribed  from time to time by
the  Trustees.  At all  meetings  of the  shareholders,  votes shall be taken by
ballot for all matters  which are binding upon the Trustees.  On other  matters,
votes of shareholders  need not be taken by ballot unless otherwise  provided in
the Declaration or by vote of the Trustees,  or as required by the 1940 Act, but
the  chairman of the meeting may in his  discretion  authorize  any matter to be
voted upon by ballot.

     Section 1.7. Proxies. At any meeting of Shareholders,  any holder of Shares
entitled  to vote  thereat  may vote by proxy,  provided  that no proxy shall be
voted  at any  meeting  unless  it  shall  have  been  placed  on file  with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct,  for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed  signed if the  shareholder's  name is placed on the proxy
(whether by manual  signature,  typewriting or telegraphic  transmission) by the
Shareholder or the Shareholder's  attorney-in-fact.  Proxies may be solicited in
the name of one or more  Trustees  or one or more of the  officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each whole share shall be
entitled to one vote as to any matter on which it is entitled by the Declaration
of Trust to vote and  fractional  shares  shall be entitled  to a  proportionate
fractional vote. When any Share is held jointly by several  persons,  any one of
them may vote at any meeting in person or by proxy in respect of such Share, but
if more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present  disagree as to any vote to be
cast,  such vote  shall not be  received  in  respect  of such  Share.  A proxy,
including  a  photographic  or  similar  reproduction  thereof  and a  telegram,
cablegram,  wireless or similar transmission thereof,  purporting to be executed
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.  If the  holder of any such  Share is a minor or a person of unsound
mind,  and subject to  guardianship  or the legal control of any other person as
regards the charge or management  of such Share,  he may vote by his guardian or
such other person  appointed or having such control,  and such vote may be given
in person or by proxy.  The placing of a Shareholder's  name on a proxy pursuant
to telephonic or electronically  transmitted  instructions  obtained pursuant to
procedures  reasonably  designed  to  verify  that such  instructions  have been
authorized by such Shareholder shall constitute execution of such proxy by or on
behalf of such shareholder.


                                        4
<PAGE>

     Section 1.8. Nominations and Proposals by Shareholders.

          (a) Annual  Meetings  of  Shareholders.  Nominations  of  persons  for
     election as a Trustee and the proposal of business to be  considered by the
     Shareholders  may be made at an annual meeting of Shareholders (i) pursuant
     to the  Trust's  notice  of  meeting,  (ii) by or at the  direction  of the
     Trustees or (iii) by any  Shareholder of the Trust who was a Shareholder of
     record both at the time of giving of notice  provided  for in this  Section
     1.8(a) and at the time of the annual  meeting,  who is  entitled to vote at
     the meeting and who complied with the notice  procedures  set forth in this
     Section  1.8(a).  For  nominations  for  election to the  Trustees or other
     business to be properly  brought  before an annual meeting by a Shareholder
     pursuant to this Section  1.8(a),  the  Shareholder  must have given timely
     notice  thereof  in writing  to the  Secretary  of the Trust and such other
     business must otherwise be a proper matter for action by  Shareholders.  To
     be timely, a Shareholder's notice must be delivered to the Secretary at the
     principal  executive  office of the  Trust by not  later  than the close of
     business  on the 90th day  prior to the  first  anniversary  of the date of
     mailing of the notice for the preceding  year's annual  meeting nor earlier
     than the close of business on the 120th day prior to the first  anniversary
     of the date of  mailing  of the  notice  for the  preceding  year's  annual
     meeting; provided,  however, that in the event that the date of the mailing
     of the notice for the annual  meeting is  advanced  or delayed by more than
     thirty (30) days from the anniversary date of the mailing of the notice for
     the preceding year's annual meeting, notice by the Shareholder to be timely
     must be so  delivered  not earlier  than the close of business on the 120th
     day prior to the date of mailing of the notice for such annual  meeting and
     not later than the close of  business on the later of the 90th day prior to
     the date of mailing of the notice for such  annual  meeting or the 10th day
     following  the day on which public  announcement  of the date of mailing of
     the  notice for such  meeting  is first made by the Trust.  Notwithstanding
     anything in the  immediately  preceding  sentence of this Section 1.8(a) to
     the contrary,  a Shareholder's notice with respect to the annual meeting of
     Shareholders  to be held in 2003 only shall be timely if it is delivered to
     the  Secretary  at the  principal  executive  office of the Trust by a date
     which is the later of  either  January  30,  2003 or the date  which  would
     otherwise be determined in accordance  with the provisions of the preceding
     sentence of this Section 1.8(a). In no event shall the public  announcement
     of a  postponement  of the mailing of the notice for such annual meeting or
     of an adjournment or  postponement  of an annual meeting to a later date or
     time commence a new time period for the giving of a Shareholder's notice as
     described above. A Shareholder's  notice to be proper must set forth (i) as
     to each person whom the  Shareholder  proposes to nominate  for election or
     reelection as a trustee (A) the name, age,  business  address and residence
     address of such person,  (B) the class and number of shares of stock of the
     Trust that are beneficially owned or owned of record by such person and (C)
     all other  information  relating  to such  person  that is  required  to be
     disclosed  in  solicitations  of proxies  for  election  of  trustees in an
     election  contest,  or is  otherwise  required,  in each case  pursuant  to
     Regulation  14A  (or  any  successor  provision)  under  the  Exchange  Act
     (including  such  person's  written  consent  to being  named in the  proxy
     statement as a nominee and to serving as a trustee if elected);  (ii) as to
     any other  business  that the  Shareholder  proposes  to bring  before  the
     meeting,  a description  of the business  desired to be brought  before the
     meeting,  the reasons for  conducting  such business at the meeting and any
     material  interest in such  business  of such  Shareholder  (including  any


                                        5
<PAGE>

     anticipated  benefit to the  Shareholder  therefrom) and of each beneficial
     owner,  if any, on whose behalf the  proposal is made;  and (iii) as to the
     Shareholder  giving the notice and each beneficial  owner, if any, on whose
     behalf the nomination or proposal is made, (x) the name and address of such
     Shareholder,  as they appear on the Trust's  stock  ledger and current name
     and address, if different,  and of such beneficial owner, and (y) the class
     and number of shares of stock of the Trust which are owned beneficially and
     of record by such  Shareholder and such beneficial  owner.  Notwithstanding
     anything  in this  Section  1.8(a) to the  contrary,  in the event that the
     number of trustees to be elected to the Board of Trustees is increased  and
     there is no public  announcement  by the Trust of such action or specifying
     the size of the increased Trustees at least one hundred (100) days prior to
     the  first  anniversary  of the  date  of  mailing  of the  notice  for the
     preceding  year's annual meeting,  a Shareholder's  notice required by this
     Section  1.8(a) shall also be considered  timely,  but only with respect to
     nominees for any new positions  created by such increase,  if the notice is
     delivered to the Secretary at the principal  executive offices of the Trust
     not later than the close of business on the 10th day immediately  following
     the day on which such public announcement is first made by the Trust.

          (b) Special  Meetings of  Shareholders.  Only such  business  shall be
     conducted at a special  meeting of  Shareholders as shall have been brought
     before the meeting  pursuant to the Trust's notice of meeting.  Nominations
     of persons for election to the Trustees may be made at a special meeting of
     Shareholders  at which  trustees  are to be  elected  (i)  pursuant  to the
     Trust's  notice of meeting,  (ii) by or at the direction of the Trustees or
     (iii)  provided that the Trustees have  determined  that trustees  shall be
     elected at such special  meeting,  by any Shareholder of the Trust who is a
     Shareholder of record both at the time of giving of notice  provided for in
     this Section 1.8(b) and at the time of the special meeting, who is entitled
     to vote at the  meeting and who  complied  with the notice  procedures  set
     forth in this  Section  1.8(b).  In the  event  the  Trust  calls a special
     meeting of  Shareholders  for the purpose of electing one or more Trustees,
     any such  Shareholder may nominate a person or persons (as the case may be)
     for  election  to such  position  as  specified  in the  Trust's  notice of
     meeting, if the Shareholder's notice containing the information required by
     this  Section  1.8(b)  shall have been  delivered  to the  Secretary at the
     principal  executive  offices  of the Trust not  earlier  than the close of
     business on the 120th day prior to such special  meeting and not later than
     the close of  business  on the later of the 90th day prior to such  special
     meeting or the 10th day following the day on which public  announcement  is
     first made of the date of the special meeting and the nominees  proposed by
     the  Trustees to be elected at such  meeting.  In no event shall the public
     announcement  of a postponement  or  adjournment of a special  meeting to a
     later  date or  time  commence  a new  time  period  for  the  giving  of a
     Shareholder's notice as described above.

          (c) General.  Only such persons who are nominated in  accordance  with
     the  procedures set forth in this Section 1.8 shall be eligible to serve as
     trustee,  and  only  such  business  shall be  conducted  at a  meeting  of
     Shareholders  as shall have been brought  before the meeting in  accordance
     with the  procedures  set forth in this  Section  1.8.  The chairman of the
     meeting shall have the power and duty to determine  whether a nomination or
     any other  business  proposed to be brought  before the meeting was made or
     proposed,  as the case may be, in accordance  with the procedures set forth
     in this Section 1.8 and, if any proposed  nomination  or other  business is


                                        6
<PAGE>

     not in compliance with this Section 1.8, to declare that such nomination or
     proposal  shall be  disregarded.  For purposes of this Section 1.8, (a) the
     "date of mailing of the notice" shall mean the date of the proxy  statement
     for the  solicitation  of proxies for  election of trustees and (b) "public
     announcement"   shall  mean  disclosure  (i)  in  a  press  release  either
     transmitted  to the  principal  securities  exchange on which Shares of the
     Trust's common stock are traded or reported by a recognized news service or
     (ii) in a document publicly filed by the Trust with the Commission.

          (d)  Compliance  with  State  and  Federal  Law.  Notwithstanding  the
     foregoing  provisions of this Section 1.8, a Shareholder  shall also comply
     with all applicable  requirements  of state law and of the Exchange Act and
     the rules and regulations  thereunder with respect to the matters set forth
     in this Section 1.8.  Nothing in this Section 1.8 shall be deemed to affect
     any right of a Shareholder  to request  inclusion of a proposal in, nor the
     right of the Trust to omit a proposal  from,  the Trust's  proxy  statement
     pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

     Section  1.9.   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
not be considered as present and entitled to vote with respect to such proposal.
For avoidance of any doubt,  Broker Non-Votes shall not include preferred shares
which  the  broker is  permitted  to  proportionately  vote in  accordance  with
applicable law or rules of a national securities  exchange.  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.

     Section 1.10. Inspectors.  At any meeting of shareholders,  the chairman of
the  meeting  may appoint one or more  inspectors  of election or  balloting  to
supervise the voting at such meeting or any adjournment  thereof.  If inspectors
are not so appointed, the chairman of the meeting may, and on the request of any
shareholder  present or represented  and entitled to vote shall,  appoint one or
more  inspectors  for such purpose.  Each  inspector,  before  entering upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties  of  inspector  of  election  or  balloting,  as the case may be, at such
meeting with strict  impartiality  and according to the best of his ability.  If
appointed,  inspectors  shall  take  charge of the polls  and,  when the vote is
completed,  shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.

     Section 1.11. Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.


                                       7
<PAGE>

     Section  1.12.  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 1.13.  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.

     Section 1.14.  Action without  Meeting.  For as long as there are under one
hundred fifty (150) shareholders,  any action which may be taken by Shareholders
may be taken without a meeting if a majority of Outstanding  Shares  entitled to
vote on the matter (or such  larger  proportion  thereof as shall be required by
law, the Declaration of Trust, or the By-laws)  consent to the action in writing
and the  written  consents  are  filed  with  the  records  of the  meetings  of
Shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of Shareholders.

                                   ARTICLE II

                         Trustees and Trustees' Meetings

     Section 2.1. Number of Trustees. There shall initially be one Trustee, and,
subject to Section  6.7(c) hereof,  the number of Trustees  shall  thereafter be
such number as shall be fixed from time to time by a majority  of the  Trustees.
No  decrease in the number of  Trustees  shall have the effect of  removing  any
Trustee  from  office  prior to the  expiration  of his term,  but the number of
Trustees may be decreased in conjunction  with the removal of a Trustee pursuant
to Section 6.7(c) hereof.

     Section 2.2. Meetings.  Trustees' meetings may be held at any place, within
or without Massachusetts,  as the Trustees may from time to time determine or as
shall be specified in the notice of any such  meeting.  Regular  meetings of the
Trustees may be held at such times as may be determined by the Trustees. Special
meetings of the Trustees may be held at any time when called by the President or
two or more  Trustees,  upon written  notice  delivered to each Trustee,  either
personally or by telephone or any standard form of telecommunications,  at least
24 hours before the time at which such meeting is to be held, or by  first-class
mail,  postage  prepaid,  addressed  to him at his  residence  or usual place of
business, at least five days before the day on which such meeting is to be held.
Notice of any special  meeting of the Trustees  need not be given to any Trustee
who shall,  either before or after the meeting,  sign a written waiver of notice


                                       8
<PAGE>

which is filed with the records of the meeting or who shall attend such meeting.
Except as otherwise specifically required by the Declaration,  these By-Laws, or
by law, a notice or waiver of notice of any meeting  need not state the purposes
of such meeting.

     Section 2.3. Quorum; Voting. A majority of the Trustees shall be present in
person at any meeting of the  Trustees in order to  constitute  a quorum for the
transaction  of  business at such  meeting,  and except as  otherwise  expressly
required by the  Declaration,  these By-Laws,  the 1940 Act, or other applicable
statute, the act of a majority of the Trustees present at any meeting at which a
quorum is present shall be the act of the Trustees;  provided, however, that the
approval of any contract with an investment adviser or principal underwriter (as
defined in the 1940 Act) which the Trust enters into or any renewal or amendment
thereof,  the  approval of the fidelity  bond  required by the 1940 Act, and the
selection  of the  Trust's  independent  public  accountants  shall  require the
affirmative  vote of a majority of the Trustees who are not  interested  persons
(as defined in the 1940 Act) of the Trust or, in the case of such contract,  any
party to such  contract.  In the  absence  of a  quorum  at any  meeting  of the
Trustees,  a majority of the Trustees present thereat may adjourn the meeting to
another  time and place until a quorum shall be present  thereat.  Notice of the
time and place of any such adjourned  meeting shall be given to the Trustees who
were not present at the time of the adjournment  and, unless such time and place
were  announced  at the  meeting at which  adjournment  was taken,  to the other
Trustees.  At any adjourned  meeting at which a quorum is present,  any business
may be transacted at the meeting as originally called.

     Section  2.4.  Organization.  The  President  shall act as  chairman of and
preside at each  meeting of the  Trustees.  In the absence or  inability  of the
President  to preside  at a meeting,  a majority  of the  Trustees  present  may
designate  another  Trustee who shall act as chairman of the meeting and preside
thereat.  The  Secretary  (or, in his absence or  inability  to act,  any person
appointed by the chairman of the meeting)  shall act as secretary of the meeting
and keep the minutes thereof.

     Section  2.5.  Consent of  Trustees  in Lieu of a  Meeting.  Subject to the
provisions of the 1940 Act, any action  required or permitted to be taken at any
meeting of the  Trustees  or by any  committee  thereof  may be taken  without a
meeting if a majority of the Trustees or committee,  as the case may be, consent
to the action in writing, and the written consents are filed with the minutes of
the Trustees or committee.

                                  ARTICLE III

                                   Committees

     Section 3.1. Executive  Committee.  The Trustees may, by resolution adopted
by a majority of the Trustees,  designate an Executive  Committee  consisting of
two or more Trustees, which committee shall have and may exercise all the powers
and authority of the Trustees with respect to all matters other than:

          (i)  The   submission  to   shareholders   of  any  action   requiring
     authorization of shareholders pursuant to the Declaration;


                                       9
<PAGE>

          (ii) the filing of vacancies in the office of Trustees;

          (iii) the  fixing of  compensation  of the  Trustees  for  serving  as
     Trustees or on any  committee  of the  Trustees,  including  the  Executive
     Committee;

          (iv) the approval or  termination  of any contract  with an investment
     adviser or principal underwriter (as defined in the 1940 Act) or the taking
     of any other action required by the 1940 Act to be taken by the Trustees;

          (v) the amendment or repeal of the Declaration or these By-Laws or the
     adoption of new By-Laws;

          (vi) the amendment or repeal of any  resolution of the Trustees  which
     by its terms may be amended or repealed only by the Trustees; and

          (vii) the issuance of shares or other securities of the Trust.

     The Executive  Committee  shall keep written minutes of its proceedings and
shall report such minutes to the Trustees. All such proceedings shall be subject
to revision or alteration by the Trustees; provided, however, that third parties
shall not be prejudiced by such revision or alteration.

     Section 3.2.  Other  Committees.  The  Trustees  may from time to time,  by
resolution  adopted by a majority of the  Trustees,  designate one or more other
committees  of the  Trustees,  each such  committee  to  consist  of one or more
Trustees and to have such powers and duties as the Trustees may, by  resolution,
prescribe.

     Section 3.3.  General.  A majority of the members of any committee shall be
present in person at any  meeting of such  committee  in order to  constitute  a
quorum  for  the  transaction  of  business  at such  meeting,  and the act of a
majority present shall be the act of such committee; any member of any committee
shall be deemed to be  present  in person  if such  member  participates  in the
meeting  by  conference  telephone  call or other  communication  facility.  The
Trustees may  designate a chairman of any committee and such chairman or any two
members of any committee  may fix the time and place of its meetings  unless the
Trustees shall  otherwise  provide.  In the absence or  disqualification  of any
member of any committee,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint  another Trustee to act at the meeting in the place of
any such absent or disqualified member. The Trustees shall have the power at any
time to change  the  membership  of any  committee,  to fill all  vacancies,  to
designate alternate members, to replace any absent or disqualified member, or to
dissolve any such committee.

                                   ARTICLE IV

                         Officers, Agents and Employees

                                    OFFICERS


                                       10
<PAGE>

     Section  4.1.  General  Provisions.  The  officers  of the Trust shall be a
President,  a Treasurer  and a Secretary,  who shall be elected by the Trustees.
The Trustees may elect or appoint such other  officers or agents as the business
of the Trust may require,  including  one or more Vice  Presidents,  one or more
Assistant  Secretaries,  and one or more Assistant Treasurers.  The Trustees may
delegate  to any  officer  or  committee  the power to appoint  any  subordinate
officers or agents.

     Section 4.2. Election,  Term of Office and Qualifications.  The officers of
the Trust and any Series  thereof  shall be elected by the  Trustees.  Except as
provided in Sections 4.3 and 4.4 of this Article IV, each officer elected by the
Trustees  shall hold  office at the  pleasure of the  Trustees.  Any two or more
offices  may be held by the same  person.  The  Chairman  of the Board  shall be
selected from among the Trustees and may hold such office only so long as he/she
continues  to be a Trustee.  Any  Trustee  or  officer  may be but need not be a
Shareholder of the Trust.

     Section 4.3.  Removal.  The Trustees,  at any regular or special meeting of
the  Trustees,  may remove any  officer  with or without  cause,  by a vote of a
majority of the Trustees  then in office.  Any officer or agent  appointed by an
officer or  committee  may be removed with or without  cause by such  appointing
officer or committee.

     Section 4.4. Powers and Duties of the Chairman.  The Chairman shall preside
at the meetings of the Shareholders and of the Trustees. He may call meetings of
the Trustees and of any committee thereof whenever he deems it necessary.

     Section 4.5. Powers and Duties of the Vice Chairman.  The Trustees may, but
need not,  appoint  one or more Vice  Chairman of the Trust.  The Vice  Chairman
shall  perform such duties as may be assigned to him or her from time to time by
the Trustees or the Chairman.

     Section 4.6. Powers and Duties of the President. The President shall be the
chief  executive  officer of the Trust and shall  preside at all meetings of the
Trustees and Shareholders in the absence of the Chairman. Subject to the control
of the Trustees and to the control of any  Committees  of the  Trustees,  within
their  respective  spheres as  provided by the  Trustees,  he shall at all times
exercise  general  supervision  over the business and policies of the Trust.  He
shall have the power to employ attorneys and counsel for the Trust or any Series
or Class thereof and to employ such  subordinate  officers,  agents,  clerks and
employees as he may find  necessary to transact the business of the Trust or any
Series or Class thereof. He shall also have the power to grant,  issue,  execute
or sign such powers of  attorney,  proxies or other  documents  as may be deemed
advisable  or  necessary  in  furtherance  of the  interests of the Trust or any
Series thereof.  The President shall have such other powers and duties,  as from
time to time may be conferred upon or assigned to him by the Trustees.

     Section  4.7.  Powers  and  Duties of Vice  Presidents.  In the  absence or
disability of the  President,  the Vice  President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the  President,  subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.


                                       11
<PAGE>

     Section 4.8. Powers and Duties of the Treasurer. The Treasurer shall be the
principal  financial and accounting  officer of the Trust.  He shall deliver all
funds of the Trust or any Series or Class  thereof which may come into his hands
to such  Custodian as the  Trustees  may employ.  He shall render a statement of
condition  of the  finances  of the Trust or any Series or Class  thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties  incident to the office of a Treasurer  and such other  duties as
from time to time may be assigned to him by the Trustees.  The  Treasurer  shall
give a bond for the faithful  discharge  of his duties,  if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

     Section 4.9.  Powers and Duties of the Secretary.  The Secretary shall keep
the minutes of all meetings of the Trustees  and of the  Shareholders  in proper
books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer  books,  lists and records unless the
same are in the charge of a transfer  agent.  He shall  attend to the giving and
serving of all notices by the Trust in accordance  with the  provisions of these
By-laws  and as  required  by law;  and  subject to these  By-laws,  he shall in
general  perform all duties  incident to the office of Secretary  and such other
duties as from time to time may be assigned to him by the Trustees.

     Section 4.10. Powers and Duties of Assistant Treasurers.  In the absence or
disability  of the  Treasurer,  any officer  designated  by the  Trustees  shall
perform all the duties,  and may exercise any of the powers,  of the  Treasurer.
Each  officer  shall  perform  such  other  duties  as from  time to time may be
assigned  to him  by the  Trustees.  Each  officer  performing  the  duties  and
exercising  the powers of the  Treasurer,  if any, and any Assistant  Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the  Trustees,  in such sum and with such surety or sureties as the  Trustees
shall require.

     Section 4.11. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary,  any Assistant Secretary designated by the Trustees
shall  perform  all the  duties,  and may  exercise  any of the  powers,  of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.

     Section  4.12.  Compensation  of Officers  and  Trustees and Members of the
Advisory  Board.  Subject to any  applicable  provisions of the  Declaration  of
Trust,  the compensation of the officers and Trustees and members of an advisory
board  shall be  fixed  from  time to time by the  Trustees  or,  in the case of
officers,  by any  Committee or officer upon whom such power may be conferred by
the Trustees.  No officer shall be prevented from receiving such compensation as
such officer by reason of the fact that he is also a Trustee.

                                   ARTICLE V

                          Shares of Beneficial Interest

     Section 5.1.  Share  Certificates.  The Trustees may issue shares either in
certificated  or  uncertificated  form,  and  if  they  have  issued  shares  in
certificated  form,  they may, by written  notice to the holders of such shares,
require the surrender of their certificates to the Trust for cancellation, which
surrender and  cancellation  shall not affect the ownership of such shares.  For


                                       12
<PAGE>

any shares  issued  without  certificates,  the Trust or its transfer  agent may
either issue receipts  therefor 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 therefor and shall be held to have expressly assented and agreed to
the terms hereof and of the  Declaration.  For any shares for which the Trustees
shall issue  certificates,  each  holder of such  shares  shall be entitled to a
certificate  stating the number of shares  owned by him in such form as shall be
prescribed  from time to time by the  Trustees.  The  certificates  representing
shares shall be signed by the President or a Vice-President and by the Secretary
or an Assistant  Secretary,  or the  Treasurer or an  Assistant  Treasurer,  and
sealed with the seal of the Trust.  Any or all of the  signatures or the seal of
the Trust on the certificate may be a facsimile.  In case any officer,  transfer
agent or registrar who has signed or whose  facsimile  signature has been placed
upon a  certificate  shall have  ceased to be such  officer,  transfer  agent or
registrar before such certificate shall be issued, it may be issued by the Trust
with the same effect as if such officer,  transfer agent or registrar were still
in office at the date of issue.

     Section 5.2. Transfers of Pledged Shares. Unless otherwise provided herein,
a pledgee of shares  pledged as collateral  security  shall be entitled to a new
certificate in his name as pledgee, in the case of certificated shares, or to be
registered as the holder in pledge of such shares in the case of  uncertificated
shares; provided, that the instrument of pledge substantially describes the debt
or duty that is intended to be secured thereby.  Any such new certificate  shall
express on its face that it is held as collateral security,  and the name of the
pledgor shall be stated thereon,  and any such  registration  of  uncertificated
shares shall be in a form which indicates that the registered  holder holds such
shares in pledge.  After such issue or  registration,  and unless and until such
pledge is released,  such pledgee and his  successors and assigns shall alone be
entitled to the rights of a shareholder, and entitled to vote such shares.

     Section 5.3.  Regulations.  The Trustees may make such additional rules and
regulations,  not  inconsistent  with these By-Laws,  as they may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the Trust.  They may appoint,  or authorize  any officer or officers to appoint,
one or more  transfer  agents  or one or more  transfer  clerks  and one or more
registrars and may require all  certificates for shares to bear the signature or
signatures of any of them.

     Section 5.4. Lost, Destroyed or Mutilated  Certificates.  The holder of any
certificates representing shares of the Trust shall immediately notify the Trust
of any loss,  destruction or mutilation of such  certificate,  and the Trust may
issue a new certificate in the place of any certificate theretofore issued by it
which the owner  thereof  shall  allege to have been lost or  destroyed or which
shall have been mutilated,  and the Trustees may, in their  discretion,  require
such owner or his legal  representative to give to the Trust a bond in such sum,
limited or unlimited,  and in such form and with such surety or sureties, as the
Trustees in their absolute  discretion shall  determine,  to indemnify the Trust
against any claim that may be made  against it on account of the alleged loss or
destruction of any such certificate or issuance of a new certificate.


                                       13
<PAGE>

                                   ARTICLE VI

                            Terms of Preferred Stock

     Section  6.1.  Designation.  A class of 1196  shares  of  preferred  stock,
without par value, liquidation preference of $100,000 per share plus accumulated
but unpaid dividends (including Additional  Dividends),  if any thereon (whether
or  not  earned  or  declared),   is  hereby   designated  "Dutch  Auction  Rate
Transferable  SecuritiesSM Preferred Stock" (the "DARTS"SM ). The DARTS shall be
issued in two series:  598 shares  designated as Dutch Auction Rate Transferable
Securities  Preferred  Stock,  Series A (the  "Series A DARTS")  and 598  shares
designated as Dutch Auction Rate Transferable Securities Preferred Stock, Series
B (the "Series B DARTS") Each share of the Series A DARTS shall be identical and
equal in all respects to every other share of the Series A DARTS,  each share of
the Series B DARTS shall be  identical  and equal in all respects to every other
share of the Series B DARTS, and the shares of the Series A DARTS and the Series
B DARTS shall, except as expressly provided in this Article VI, be identical and
equal in all respects. No fractional shares of DARTS shall be issued.

     Section 6.2. Definitions.

     Unless the  context or use  indicates  another or  different  meaning,  the
following terms shall have the following meanings,  whether used in the singular
or plural:

          (a)  "Accountants'  Certificate" has the meaning  specified in Section
     6.3(d) below.

          (b)  "Additional  Dividends"  has the  meaning  specified  in  Section
     6.4(d)(i) below.

          (c) "Applicable  Rate" has the meaning  specified in Section 6.4(c)(i)
     below.

          (d) "Auction" means each periodic operation of the Auction Procedures.

          (e) "Auction  Date" has the meaning  specified in Section 6.9 (a)(iii)
     below.

          (f) "Auction Procedures" means the procedures set forth in Section 6.9
     below.

          (g) "Board of Trustees" means the Board of Trustees of the Trust.

          (h) "Business  Day" means a day on which the New York Stock  Exchange,
     Inc. is open for trading and which is not a day on which  commercial  banks
     in The City of New York are authorized by law to close.

          (i)  "Certificate of Dividend  Coverage" has the meaning  specified in
     Section 6.3(c)(i) below.

          (j) "Certificate of Eligible Asset Coverage" has the meaning specified
     in Section 6.3(c)(i) below.


                                       14
<PAGE>

          (k) "Certificate of 1940 Act Asset Coverage" has the meaning specified
     in Section 6.3(c)(i) below.

          (l) "Commercial  Paper Dealers" means Salomon  Brothers Inc. and Smith
     Barney,  Harris  Upham & Co.  Incorporated,  or in lieu  of  either,  their
     respective  affiliates or  successors,  provided that such entity is then a
     commercial paper dealer.

          (m) "Common  Shares  Paying  Agent"  means State Street Bank and Trust
     Company  unless and until another bank or trust company has been  appointed
     as Common Shares Paying Agent by a resolution of the Board of Trustees, and
     thereafter such substitute bank or trust company.

          (n)  "Confirmation  Date" has the meaning  specified in Section 6.3(d)
     below.

          (o) "Coverage Value" of each Moody's Eligible Asset, each S&P Eligible
     Asset and each Dividend Coverage Asset is computed as follows:

               (i) cash shall be valued at 100% of the face value thereof;

               (ii) each demand deposit and each repurchase  obligation maturing
          in no more than one Business Day from the date of determination  shall
          be valued at 100% of the face  value  thereof  plus  accrued  interest
          thereon, if any, to the date of determination;

               (iii) each  Short-Term  Money  Market  Instrument  (other  than a
          demand deposit or repurchase  obligation referred to in subclause (ii)
          above)  shall be valued at the amount  obtained by dividing the Market
          Value thereof by the applicable Discount Factor;

               (iv)  commercial  paper (other than  commercial  paper which is a
          Short-Term  Money  Market  Instrument)  having a rating of "P-1"  from
          Moody's or  "A-1+,"  "A-1" or "A-2"  from  Standard & Poor's  shall be
          valued at the amount  obtained by dividing the Market Value thereof by
          the applicable Discount Factor;

               (v) each common  stock shall be valued at the amount  obtained by
          dividing the Market Value thereof by the applicable  Discount  Factor;
          and

               (vi) each preferred  stock shall be valued at the amount obtained
          by  dividing  the  Market  Value  thereof by the  Applicable  Discount
          Factor.

The  calculation  of  Coverage  Value may be made on bases  other than those set
forth above if the relevant  Rating Agency has advised the Trust in writing that
the  revised  calculation  of  Coverage  Value  would not  adversely  affect its
then-current  rating of the DARTS. If other assets become  includible as Moody's
Eligible  Assets or S&P Eligible Assets as provided in Sections 6.3(a) or 6.3(b)
below,  respectively,  the Coverage Values of such assets shall be determined in
accordance with procedures  established in consultation with the relevant Rating
Agency with a view to maintaining its then-current rating of the DARTS.


                                       15
<PAGE>

          (p) "DARTS  Paying  Agent" means  Manufacturers  Hanover Trust Company
     unless and until another bank or trust company has been  appointed as DARTS
     Paying Agent by a resolution of the Board of Trustees and  thereafter  such
     substitute bank or trust company.

          (q)  "Date of  Original  Issue"  means  the date on  which  the  Trust
     originally issues the DARTS.

          (r)  "Discount  Factor"  means,  with  respect  to an  Eligible  Asset
     specified below, the following applicable number;

<TABLE>
<CAPTION>
<S>                                                                                    <C>
Type of Eligible Asset                                                                 Discount
                                                                                        Factor
Short-Term Money Market Instruments with maturity dates prior to the next
  Dividend Payment Date..................................................................1.10
Other Short-Term Money Market Instruments................................................1.15

Commercial paper (other than commercial paper which is a Short-Term Money Market
  Instrument) that is rated:

  "P-1" by Moody's or "A-1" or "A-1+" by Standard & Poor's...............................1.60
  "A-2" by Standard & Poor's.............................................................1.65

Common Stocks:

Issued by utilities whose senior debt securities are rated at least "A" by
  Moody's or Standard & Poor's...........................................................2.05
Issued by utilities whose senior debt securities are rated "Baa" by Moody's or
  "BBB" by Standard Poor's...............................................................2.15
  Issued by others.......................................................................2.60
</TABLE>

Preferred stocks:

   Moody's

                        Taxable Preferred Stock
Moody's Rating              Discount Factor              Collateral Advanced

Aaa                             150%                            67%

Aa                              155%                            65%

A                               160%                            63%

Baa                             165%                            61%

Ba                              196%                            51%

B                               216%                            46%

Below B and Unrated             250%                            40%


The Discount Factor for Dividends  Received Deduction ("DRD") eligible preferred
stock shall be (a) for investment grade DRD eligible  preferred stock, 165%; (B)


                                       16
<PAGE>

for non-investment grade DRD eligible preferred stock, 216%.

The Discount Factor for preferred  securities shall also apply to non-cumulative
preferred  stocks,  except that the  Discount  Factor shall be  multiplied  by a
factor  of  110%  for  purposes  of  calculating  the  Discount  Value  of  such
non-cumulative securities.

The Discount  Factor applied to Rule 144A  securities  for Rule 144A  securities
whose terms include rights to  registration  under the Securities Act within one
year and Rule 144A securities  which do not have  registration  right within one
year will be 120% and 130%,  respectively,  of the  Discount  Factor which would
apply were the securities registered under the Securities Act.


Defensive Securities

     Moody's

         U.S. Treasuries with remaining terms to maturity of:

               1 year or less ..............................................1.07
               2 years or less..............................................1.13
               3 years or less .............................................1.18
               4 years or less .............................................1.23
               5 years or less .............................................1.28
               7 years or less..............................................1.35
               10 years or less.............................................1.42
               15 years or less ............................................1.47
               20 years or less.............................................1.53
               30 years or less.............................................1.54

         U.S. Treasury Strips with remaining terms to maturity of:

               1 year or less...............................................1.08
               2 years or less..............................................1.16
               3 years or less..............................................1.23
               4 years or less..............................................1.30
               5 years or less..............................................1.37
               7 years or less..............................................1.51
               10 years or less.............................................1.69
               15 years or less.............................................1.99
               20 years or less.............................................2.28
               30 years or less.............................................2.56

     Standard & Poor's

         U.S. Treasuries with remaining terms to maturity of:

               One year or less ............................................1.03
               Five-years or less ..........................................1.11


                                       17
<PAGE>

               Ten years or less ...........................................1.12
               Fifteen years or less........................................1.14
               Thirty years or less ........................................1.20

   Corporate and utility bonds
      Moody's

      Corporate and utility bonds rated Aaa with remaining terms to maturity of:

               1 year or less ..............................................1.14
               2 years or less .............................................1.21
               3 years or less .............................................1.26
               4 years or less..............................................1.32
               5 years or less..............................................1.38
               7 years or less .............................................1.47
               10 years or less.............................................1.55
               15 years or less.............................................1.62
               20 years or less.............................................1.69
               30 years or less ............................................1.71

      Corporate and utility bonds rated Aa with remaining terms to maturity of:

               1 year or less...............................................1.19
               2 years or less .............................................1.26
               3 years or less .............................................1.32
               4 years or less .............................................1.38
               5 years or less .............................................1.44
               7 years or less..............................................1.54
               10 years or less.............................................1.63
               15 years or less.............................................1.69
               20 years or less.............................................1.77
               30 years or less.............................................1.79

      Corporate and utility bonds rated A with remaining terms to maturity of:

               1 year or less...............................................1.24
               2 years or less..............................................1.32
               3 years or less..............................................1.38
               4 years or less..............................................1.45
               5 years or less .............................................1.51
               7 years or less..............................................1.61
               10 years or less.............................................1.70
               15 years or less.............................................1.77
               20 years or less.............................................1.85
               30 years or less.............................................1.87


                                       18
<PAGE>

      Utility bonds rated Baa with remaining terms to maturity of:

               1 year or less ..............................................1.30
               2 years or less .............................................1.38
               3 years or less..............................................1.44
               4 years or less..............................................1.51
               5 years or less .............................................1.57
               7 years or less .............................................1.68
               10 years or less ............................................1.77
               15 years or less.............................................1.85
               20 years or less ............................................1.94
               30 years or less ............................................1.95

      Standard & Poor's
         Corporate bonds rated at least:

               A............................................................1.52

         Utility Bonds rated at least

               A............................................................1.65

     By resolution of the Board of Trustees and without  amending the By-Laws of
the Trust or otherwise submitting such resolution for shareholder approval,  (i)
Discount  Factors may be changed from those set forth above and (ii)  additional
Discount  Factors may be established for other Eligible Assets if, in each case,
the relevant  Rating Agency has advised the Trust in writing that such change or
addition  would not  adversely  affect  its  then-current  rating of the  DARTS,
provided  that the Trust  shall cause to be made  available a written  statement
setting  forth  the  Discount  Factors,  as  changed  or  as  supplemented,  for
inspection by the Holders at the principal executive office of the Trust.

          (s) "Dividend Coverage is met" means, as of any date of determination,
     that (i) the aggregate  Coverage Value of the Dividend  Coverage Assets for
     the DARTS  owned by the Trust as of such  date of  determination  equals or
     exceeds the sum of (A) the Dividend  Coverage  Amount for the DARTS and (B)
     the amount of all liabilities (including, without limitation,  declared and
     unpaid dividends (and Additional  Dividends,  if any), interest expense and
     operating expenses payable, amounts payable to the Trust Company, the DARTS
     Paying Agent and the Common Shares Paying Agent and  obligations  under any
     Reverse   Repurchase   Agreement)   that  would   appear  on  the  date  of
     determination  on  the  face  of  the  Trust's   statement  of  assets  and
     liabilities  and are payable on or prior to any  Dividend  Payment Date for
     the DARTS occurring within thirty days.

          (t)  Dividend  Coverage  Amount  for  the  DARTS  as of  any  date  of
     determination,  means  the sum of,  over  each  share of Series A DARTS and
     Series B DARTS on which the next  following  Dividend  Payment  Date occurs
     within thirty days, that number which is the product of:



                                       19
<PAGE>

               (i) 100,000,

               (ii) the Applicable Rate in effect on such share, and

               (iii) a fraction, the numerator of which is the number of days in
          the Dividend Period ending on the next following Dividend Payment Date
          for such share  (determined  by  including  the first day  thereof but
          excluding the last day thereof) and the denominator of which is 360.

          (u)  "Dividend  Coverage  Assets",  for the  DARTS  as of any  date of
     determination, means (i) cash (including, for this purpose, receivables for
     securities  sold  and,  to the  extent  permitted  by  Standard  &  Poor's,
     dividends  receivable on S&P Eligible  Assets,  in each case not later than
     noon on the Business Day  immediately  preceding the next Dividend  Payment
     Date  for  the  applicable  series),   and  (ii)  Short-Term  Money  Market
     Instruments  which are S&P Eligible  Assets with  maturity  dates not later
     than noon on the Business Day immediately preceding the applicable Dividend
     Payment Date.

          (v)  "Dividend  Coverage  Cure  Date"  means the second  Business  Day
     following a Dividend  Coverage  Evaluation  Date with  respect to which the
     Dividend Coverage is not met.

          (w)  "`Dividend  Coverage  Evaluation  Date"  means  (i)  the  Date of
     Original Issue,  (ii) each thirtieth day preceding a Dividend  Payment Date
     for the Series A DARTS (or,  if such day is not a Business  day,  the first
     Business Day preceding  such  thirtieth  day) and (iii) each  thirtieth day
     preceding a Dividend  Payment  Date for the Series B DARTS (or, if such day
     is not a Business  Day, the first  Business Day  preceding  such  thirtieth
     day).

          (x)  "Dividend  Payment  Date" has the  meaning  specified  in Section
     6.4(b)(i)  below  and shall  mean each  Additional  Dividend  Payment  Date
     specified in Section 6.4(d)(v) below.

          (y)   "Dividend   Period"  has  the  meaning   specified   in  Section
     6.4(c)(i)(A) below.

          (z)  "Dividend  Period  Days" has the  meaning  specified  in  Section
     6.4(b)(i) below.

          (aa)  "Dividends  Received  Deduction"  has the meaning  specified  in
     Section 6.4(b)(i) below.

          (bb)  "Eligible  Assets"  means  Moody's  Eligible  Assets  and/or S&P
     Eligible Assets, as the case may be.

          (cc)  "Eligible  Asset  Coverage  is  met"  means,  as of any  date of
     determination,  that (i) the  aggregate  Net Coverage  Value of the Moody's
     Eligible Assets owned by the Trust as of the date of  determination  equals
     or exceeds the  Eligible  Asset  Coverage  Amount for the Moody's  Eligible
     Assets and (ii) the aggregate Net Coverage Value of the S&P Eligible Assets


                                       20
<PAGE>

     owned by the Trust as of the date of  determination  equals or exceeds  the
     Eligible Asset Coverage Amount for the S&P Eligible Assets.

          (dd)   "Eligible   Asset   Coverage   Amount,"   as  of  any  date  of
     determination,  means the sum of (i) an amount  equal to the product of (A)
     $100,000 times (B) the number of shares of the DARTS then outstanding, (ii)
     accumulated and unpaid dividends on the DARTS to the date of determination"
     (excluding any declared and unpaid dividends reflected in the determination
     of Net Coverage Value),  (iii) the Projected Dividend Amount for the Series
     A DARTS, (iv) the Projected  Dividend Amount for the Series B DARTS and (v)
     an  amount  equal to the  amount  of  Additional  Dividends  (the  "Current
     Additional  Dividend  Amount")  that would be payable to the DARTS  holders
     assuming  that,  at the end of the Fund's fiscal year (I) the amount of net
     capital  gains and (II) the  amount  by which  the net  income of the Fund,
     excluding net capital  gains,  then exceeds the  dividends  received by the
     Fund that qualify for the Dividends  Received  Deduction  (the sum of I and
     II, the "Non-DRD Qualifying Amount") would be the then-current amounts. The
     Current  Additional  Dividend  Amount shall be calculated as the product of
     (A) 0.27 and (B) the Non-DRD  Qualifying Amount and (C) the quotient of (X)
     the amount of the  distributions  paid to the DARTS  Holders  as  dividends
     during (and that are  attributable  to) the current  fiscal year  ("Current
     DARTS  Dividends")  and (Y) the sum of (*) Current DARTS  Dividends and (#)
     the amount of the distributions paid to the holders of the Common Shares as
     dividends during the current fiscal year; provided, however, that if either
     the  percentage  of  dividends  excluded  from  taxation  pursuant  to  the
     Dividends  Received Deduction or the maximum federal tax rate applicable to
     corporations  changes,  the method of calculating the amount of the Current
     Additional  Dividend  Amount shall be revised to reflect the effect of such
     changes on the amount that the Fund would be obligated to pay as Additional
     Dividends;  provided, however, that, in the event the amount of liabilities
     used in the  calculation  of the Net Coverage Value includes any redemption
     price  payable  with  respect to shares of the DARTS called or being called
     for redemption, the number of shares of the DARTS outstanding, for purposes
     of subclause (B) above,  shall not include the number of such shares called
     or being called for redemption.

          (ee)  "Eligible  Asset Cure  Date"  means (i) the fifth  Business  Day
     following an Eligible  Asset  Evaluation  Date as to which an  Accountants'
     Certificate is not required to be delivered or (ii) the second Business Day
     following  a  Confirmation  Date  with  respect  to which the Trust has not
     delivered to the DARTS Paying Agent an Accountants'  Certificate confirming
     the  Certificate  of Eligible Asset  Coverage  relating to the  immediately
     preceding Eligible Asset Evaluation Date.

          (ff) "Eligible Asset  Evaluation  Date" means (i) the Date of Original
     Issue, (ii) each succeeding  Wednesday following the Date of Original Issue
     (or, if such day is not a Business  Day, the first  Business Day  following
     such  Wednesday  and (iii) the Business Day  preceding  the day on which an
     Additional Dividend is declared.

          (gg)  "Holder"  means  an  individual  or  entity  in  whose  name  an
     outstanding share of the DARTS is registered on the Shares Books.


                                       21
<PAGE>

          (hh) "Independent Accountants" means the Trust's independent certified
     public accountants, which shall be a nationally recognized accounting firm.

          (ii)  "Initial  Dividend  Payment  Date" has the meaning  specified in
     Section 6.4(b)(i) below.

          (jj) "Market  Value" means (i) with respect to an investment  which is
     listed on an exchange or traded  over-the-counter  and quoted on the NASDAQ
     System, the last sale price on the day of valuation (using prices as of the
     close of  trading)  or, if there  has been no sale  that day,  the last bid
     price reported on the day of valuation or the last bid price reported as of
     the close of business on the  preceding  Business Day, (ii) with respect to
     an  investment  which is not listed on an  exchange or quoted on the NASDAQ
     System,  the lower of the bid  prices,  as of the close of  business on the
     Business Day immediately  preceding the date of  determination,  quoted (at
     least  one of such  quotes  being in  writing)  to the Trust by two or more
     nationally recognized securities dealers making a market in such investment
     at the time. By  resolution  of the Board of Trustees and without  amending
     the By-Laws of the Trust,  the  calculation of Market Values may be made on
     bases other than those set forth above if the  relevant  Rating  Agency has
     advised the Trust in writing  that the  revised  method of  calculation  of
     Market Values would not  adversely  affect its  then-current  rating of the
     DARTS,  provided that the Trust shall cause to be made  available a written
     statement  setting forth such revised  method for inspection by the Holders
     at the principal executive office of the Trust.

          (kk) "Maximum  Applicable  Rate" has the meaning  specified in Section
     6.9(a)(xii) below.

          (ll)  "Minimum  Holding  Period" has the meaning  specified in Section
     6.4(b)(i) below.

          (mm) "Moody's" means Moody's Investors Service,  Inc. or any successor
     thereto.

          (nn) "Moody's  Eligible  Assets" has the meaning  specified in Section
     6.3(a) below.

          (oo)  "NASDAQ  System"  means the  electronic  inter-dealer  quotation
     system operated by NASDAQ,  Inc., a subsidiary of the National  Association
     of Securities Dealers, Inc.

          (pp) "Net After-Tax  Return" means,  with respect to any dividend paid
     on the DARTS, the amount of such dividend less the federal corporate income
     tax to which such dividend would be subject, giving effect to the actual or
     assumed (as the case may be) amount of such dividend effectively designated
     under  Section  854 of the  Code as  eligible  for the  Dividends  Received
     Deduction. For this purpose, in the case of any dividend (i) the applicable
     income tax rate shall be assumed to be the highest  marginal federal income
     tax rate applicable to corporations  under the law in effect at the time of
     the  payment  of  such  dividend  if  received  by a  domestic  corporation
     reporting  taxable  income  based  on a  calendar  year,  disregarding  any
     alternative  minimum tax and (ii) assuming the full amount of such dividend


                                       22
<PAGE>

     were  effectively  designated under Section 854 of the Code as eligible for
     Dividends Received  Deduction,  the holder receiving such dividend shall be
     assumed to be entitled to the Dividends  Received Deduction with respect to
     such dividend in an amount equal to the maximum amount  provided in Section
     243(a)(1) of the Code (or any successor provision) as in effect at the time
     of payment of such dividend.  The highest  marginal federal income tax rate
     for  corporations  currently  is 34% and the  maximum  amount  provided  in
     Section 243(a)(1) of the Code currently is 70%.

          (qq) "Net  Capital  Gains" means the excess of the  Corporation's  net
     long-term capital gains over its net short-term capital losses.

          (rr) "Net  Coverage  Value" of the Trust's  Eligible  Assets means the
     difference of (A) the aggregate  Coverage Value, as determined  pursuant to
     the definition  thereof, of the Moody's Eligible Assets or the S&P Eligible
     Assets,  as the  case  may be,  minus  (B) the  amount  of all  liabilities
     (including,  without limitation,  declared and unpaid dividends  (including
     Additional  Dividends,  if any),  interest  expense and operating  expenses
     expected to accrue  during the next three  months,  amounts  payable to the
     Trust  Company,  the DARTS Paying Agent and the Common  Shares Paying Agent
     and obligations under any Reverse  Repurchase  Agreement) that would appear
     on the date of determination on the face of the Trust's statement of assets
     and  liabilities,  provided that for purposes of this  subclause  (B), such
     operating  expenses  shall not be less than  $200,000 and such  liabilities
     shall also include the redemption  price payable with respect to the shares
     of the DARTS, if any, that are covered by a Notice of Redemption sent prior
     to, or being sent on, the date of such determination.

          (ss) "Net  Income"  means all  dividends,  interest  and other  income
     earned and short term capital gains  realized by the Trust on its portfolio
     holdings, net of the Trust's expenses.

          (tt) "1940 Act" means the Investment Company Act of 1940, as amended.

          (uu)  "1940  Act  Asset  Coverage  is met"  means,  as of any  date of
     determination,  that the ratio of the value of the  Trust's  total  assets,
     less all liabilities and indebtedness not  representing  senior  securities
     (as defined in the 1940 Act), to the aggregate amount of senior  securities
     representing   indebtedness   of  the  Trust  plus  the  aggregate  of  the
     liquidation preference of the DARTS is at least 200%.

          (vv)  "1940 Act Cure  Date"  means the 1940 Act  Evaluation  Date next
     following  a 1940 Act  Evaluation  Date with  respect to which the 1940 Act
     Asset Coverage is not met.

          (ww) "1940 Act  Evaluation  Date" means the Business  Day  immediately
     preceding each dividend  declaration date for the Common Shares or the last
     Business Day of each calendar month.

          (xx)  "Normal  Dividend  Payment  Date" has the meaning  specified  in
     Section 6.4(b)(i) below.


                                       23
<PAGE>

          (yy)  "Notice of  Redemption"  has the  meaning  specified  in Section
     6.6(c)(ii) below.

          (zz)  "Projected  Dividend  Amount" for the Series A DARTS or Series B
     DARTS (the  "applicable  series") as of any Eligible Asset Evaluation Date,
     means  the  amount  of  dividends,  based on the  number  of  shares of the
     applicable  series  outstanding  on such Eligible  Asset  Evaluation  Date,
     projected to accumulate on such shares from such Eligible Asset  Evaluation
     Date until the 63rd day, as  specified  below,  after such  Eligible  Asset
     Evaluation Date, at the following rates:

               (i)  except  as  provided  in  clauses  (iii)  and  (iv)  of this
          paragraph (zz), if such Eligible Asset  Evaluation Date is the Date of
          Original Issue or a Dividend  Payment Date for the applicable  series,
          (A) for the period  beginning on such Eligible Asset  Evaluation  Date
          and  ending  on the  first  following  Dividend  Payment  Date for the
          applicable  series,  the Applicable Rate for the applicable  series in
          effect on such  valuation  date,  and (B) for the period  beginning on
          such first following  Dividend Payment Date and ending on the 63rd day
          following  such  valuation  date, the product of 2.18 (for purposes of
          determining  the  Eligible  Asset  Coverage  Amount  for  the  Moody's
          Eligible  Assets) or 2.58 (for  purposes of  determining  the Eligible
          Asset Coverage  Amount for the S&P Eligible Asset) and (1) the Maximum
          Applicable Rate for the related Auction Date on a day, selected by the
          Fund,  within three  Business  Days of the Date of Original  Issue (if
          such Eligible Asset  Evaluation  Date is the Date of Original Issue or
          (2) the Maximum Applicable Rate on the last occurring Auction Date for
          the  applicable  series (if such Eligible Asset  Evaluation  Date is a
          Dividend Payment Date);

               (ii)  except  as  provided  in  clauses  (iii)  and  (iv) of this
          paragraph (zz), if such Eligible Asset Evaluation Date is not the Date
          of  Original  Issue or a  Dividend  Payment  Date  for the  applicable
          series, (A) for the period beginning on such Eligible Asset Evaluation
          Date and ending on the first following  Dividend  Payment Date for the
          applicable  series,  the Applicable Rate for the applicable  series in
          effect on such valuation  date,  (B) for the period  beginning on such
          first  following  Dividend  Payment  Date  and  ending  on the  second
          following  Dividend Payment Date for the applicable series the product
          of 2.22  (in the case of the  Series A DARTS)  or 2.28 (in the case of
          the Series B DARTS) and (1) the Maximum  Rate on such  Eligible  Asset
          Evaluation  Date  (if  such  valuation  date  is  the  Eligible  Asset
          Evaluation Date first following the Date of Original Issue) or (2) the
          Maximum  Applicable Rate on the last occurring Auction Date for either
          series (if such valuation date is any other valuation  date),  and (C)
          in the case of an  Eligible  Asset  Evaluation  Date for the  Series A
          DARTS  immediately  preceding a Dividend Payment Date for the Series A
          DARTS,  for the  period  beginning  on the second  following  Dividend
          Payment Date and ending on the 63rd day following  such Eligible Asset
          Evaluation  Date, the product of 3.35 and the Maximum  Applicable Rate
          on the last occurring Auction Date for the Series B DARTS;

               (iii) for the Series B DARTS,  if the Eligible  Asset  Evaluation
          Date is a Dividend  Payment  Date for the Series A DARTS,  (A) for the
          period  beginning on such Eligible Asset Evaluation Date and ending on


                                       24
<PAGE>

          the first following  Dividend Payment Date for the Series B DARTS, the
          Applicable  Rate in effect  on such  valuation  date,  and (B) for the
          period  beginning on such first  following  Dividend  Payment Date and
          ending on the second  following  Dividend  Payment Date the product of
          1.5 days and the Maximum Applicable Rate on the last occurring Auction
          Date for the  series A DARTS and (C) for the period  beginning  on the
          second following Dividend Payment Date and ending on the 63rd day, the
          product of 2.58 and (1) the Maximum  Applicable Rate on such valuation
          date (if such valuation date is the valuation date first following the
          Date of Original  Issue) or (2) the Maximum Rate on the last occurring
          Auction  Date for the  Series A DARTS (if such  valuation  date is any
          other valuation date); and

               (iv) for Series B DARTS,  if such Eligible Asset  Evaluation Date
          is the date of Original Issue or any valuation date prior to the first
          Dividend  Payment  Date,  for the  Series A DARTS,  (A) for the period
          beginning on such  Eligible  Asset  Evaluation  Date and ending on the
          first  following  Dividend  Payment  Date  for  Series  B  DARTS,  the
          Applicable  Rate for Series B DARTS in effect on such  Eligible  Asset
          Evaluation  Date,  and (B)  for the  period  beginning  on such  first
          following  Dividend  Payment Date and ending on the 62nd day following
          such  Eligible  Asset  Evaluation  Date,  the  product of the  Maximum
          Applicable  Rate on such Eligible Asset  Evaluation Date (or on a day,
          selected by the Fund,  within three  Business  Days of such  valuation
          date if such Eligible  Asset  Evaluation  Date is the Date of Original
          Issue) and 2.58.

The number of days in each of the periods  referred to in clauses (i),  (ii) and
(iii) of this  paragraph (zz) shall be determined by including the first day and
excluding the last day of each such period.  If the date of determination is not
an Eligible Asset  Evaluation  Date, then the Projected  Dividend Amount for the
applicable  series as of such date of  determination  shall equal the  Projected
Dividend Amount on the immediately  preceding  Eligible Asset  Evaluation  Date,
adjusted  to  reflect  any  decrease  in the  number of  shares  of such  series
outstanding.  The  calculation of the Projected  Dividend  Amount may be made on
bases other than those set forth above if the relevant Rating Agency has advised
the Trust in writing  that the revised  calculation  of the  Projected  Dividend
Amount would not adversely affect its  then-current  rating of the DARTS. If the
Board of  Trustees  increases  the number of Dividend  Period  Days  pursuant to
Section  6.4(b)(i) below,  the Projected  Dividend Amount shall be determined in
accordance with procedures  established in consultation with the relevant Rating
Agency with a view to maintaining its then-current rating of the DARTS, provided
that Trust shall cause to be made  available a written  statement  setting forth
the  revised  method of  determination  of the  Projected  Dividend  Amount  for
inspection by the Holders at the principal executive office of the Trust.

          (aaa) "Rating Agencies", on any date of determination,  means (i) each
     of Moody's  and  Standard & Poor's if both such  rating  agencies  are then
     rating  the  DARTS,  or (ii) if only one of such  rating  agencies  is then
     rating the DARTS,  such rating  agency,  or (iii) if neither of such rating
     agencies is then rating the DARTS,  any nationally  recognized  statistical
     rating organization designated by the Trust.

          (bbb) "Right" has the meaning specified in Section 6.4(d)(ii) below.


                                       25
<PAGE>

          (ccc)  "Securities  Depository"  has the meaning  specified in Section
     6.9(a)(xx) below.

          (ddd)  "Shares  Books"  means  the share  transfer  books of the Trust
     maintained  by the DARTS  Paying  Agent  with  respect to the shares of the
     DARTS.

          (eee) "Short-Term Money Market  Instruments" means the following types
     of instruments if, on the date of purchase or other acquisition  thereof by
     the Trust (or, in the case of an instrument  specified by clause (i) below,
     on the date of determination),  the remaining terms to maturity thereof are
     not in excess of 90 days:

               (i) U.S. Treasury Securities;

               (ii)  commercial  paper that is rated at the time of the  Trust's
          investment  therein,  or  contractual  commitment  providing  for such
          investment,  at least  "P-1" and  "A-1+" by  Moody's  and  Standard  &
          Poor's,  respectively,  and is issued by an issuer (or  guaranteed  or
          supported by a person or entity other than the issuer) whose long-term
          unsecured debt obligations are rated at least "Aa" and "AA" by Moody's
          and Standard & Poor's respectively;

               (iii) demand or time deposits in,  certificates of deposit of, or
          bankers'  acceptances issued by (A) a depository  institution or trust
          company incorporated under the laws of the United States of America or
          any state  thereof or the District of Columbia or (B) a United  States
          branch office or agency of a foreign depository  institution (provided
          that such  branch  office or agency is subject  to banking  regulation
          under the laws of the United States, any state thereof or the District
          of Columbia) if, in each case, the commercial  paper,  if any, and the
          long-term  unsecured debt obligations (other than such obligations the
          ratings of which are based on the  credit of a person or entity  other
          than such depository  institution or trust company) of such depository
          institution  or trust  company at the time of the  Trust's  investment
          therein, or contractual commitment providing for such investment, have
          (1) credit  ratings  from  Moody's  and  Standard & Poor's of at least
          "P-1" and "A-1+",  respectively,  in the case of commercial paper, and
          (2) credit ratings from Moody's and Standard & Poor's of at least "Aa"
          and  "AA",  respectively,  in the  case of  long-term  unsecured  debt
          obligations;   provided,  however,  that  in  the  case  of  any  such
          investment that matures in no more than one Business Day from the date
          of purchase or other  acquisition  by the Trust,  all of the foregoing
          requirements  shall be applicable  except that the required  long-term
          unsecured debt credit rating of such  depository  institution or trust
          company  from Moody's and Standard & Poor's shall be at least "A"; and
          provided,   further,   however,   that  the  foregoing  credit  rating
          requirements  shall be deemed to be met with  respect to a  depository
          institution  or trust company if (1) such  depository  institution  or
          trust company is the  principal  depository  institution  in a holding
          company system,  (2) the commercial  paper, if any, of such depository
          institution  or trust  company is not rated  below "P-1" by Moody's or
          "A-1+" by Standard & Poor's and (3) the holding company shall meet all
          of the foregoing credit rating  requirements  (including the preceding
          proviso  in the case of  investments  that  mature in no more than one


                                       26
<PAGE>

          Business  Day from the date of  purchase or other  acquisition  by the
          Trust);

               (iv)  repurchase  obligations  with respect to any U.S.  Treasury
          Security entered into with a depository institution,  trust company or
          securities  dealer (acting as principal) which meets the credit rating
          requirements  for  commercial  paper  and  long-term   unsecured  debt
          obligations specified in clause (iii) above; and

               (v)  eurodollar  demand or time deposits in, or  certificates  of
          deposit of, the head office or the London or Tokyo branch  office of a
          depository  institution  or trust  company  meeting the credit  rating
          requirements  of  commercial   paper  and  long-term   unsecured  debt
          obligations  specified  in  clause  (iii)  above,  provided  that  the
          interest  receivable  by  the  Trust  shall  not  be  subject  to  any
          withholding or similar taxes.

          (fff)  "60-day `AA'  Composite  Commercial  Paper Rate",  on any date,
     means (i) the interest  equivalent of the 60-day rate on  commercial  paper
     placed  on behalf  of  issuers  whose  corporate  bonds  are rated  "AA" by
     Standard & Poor's, or the equivalent of such rating by any other nationally
     recognized  statistical  rating  organization,  as such 60-day rate is made
     available on a discount  basis or otherwise by the Federal  Reserve Bank of
     New York for the Business Day  immediately  preceding such date, or (ii) in
     the event that the Federal Reserve Bank of New York does not make available
     such a rate, then the arithmetic average of the interest  equivalent of the
     60-day rate on commercial paper placed on behalf of such issuers, as quoted
     on a discount  basis or otherwise by the  Commercial  Paper  Dealers to the
     Trust Company (in the case of  determination  of the 60-day "AA"  Composite
     Commercial  Paper  Rate on any  Auction  Date) or the Trust (in the case of
     determination of such rate on any other day) as of the close of business on
     the Business Day immediately  preceding such date. If any of the Commercial
     Paper  Dealers do not quote a rate  required to  determine  the 60-day "AA"
     Composite Commercial Paper Rate, the 60-day "AA" Composite Commercial Paper
     Rate shall be  determined  on the basis of the  quotations  (or  quotation)
     furnished by the  remaining  Commercial  Paper  Dealers (or Dealer) and any
     Substitute  Commercial  Paper Dealer (or Dealers)  selected by the Trust to
     provide such quotation not being  supplied by any  Commercial  Paper Dealer
     or, if the Trust  does not  select  any such  Substitute  Commercial  Paper
     Dealer (or Dealers), by the remaining Commercial Paper Dealers (or Dealer);
     provided  that, in the event the Trust is unable to cause such quotation to
     be furnished to the Trust Company (or, if applicable, to the Trust) by such
     sources,  the Trust may cause the 60-day "AA"  Composite  Commercial  Paper
     Rate to be furnished to the Trust Company (or, if applicable, to the Trust)
     by such  alternative  source or sources as the Trust in good faith deems to
     be reliable.  If the Board of Trustees  shall adjust the number of Dividend
     Period Days pursuant to Section  6.4(b)(i) below, then (i) if the number of
     Dividend  Period  Days after such  adjustment  shall be fewer than 70 days,
     such rate  shall be the  interest  equivalent  of the  60-day  rate on such
     commercial  paper,  (ii) if the number of  Dividend  Period Days after such
     adjustment shall be 70 or more days but fewer than 85 days, such rate shall
     be the  arithmetic  average of the  interest  equivalent  of the 60-day and
     90-day  rates on such  commercial  paper,  (iii) if the number of  Dividend
     Period  Days  shall be 85 or more  days but fewer  than 99 days,  such rate


                                       27
<PAGE>

     shall be the  interest  equivalent  of the 90 day  rate on such  commercial
     paper, and (iv) if the number of Dividend Period Days after such adjustment
     shall be 99 or more days, such rate shall be determined on the basis of the
     interest  equivalent  of such  commercial  paper  with a  maturity  (or the
     average  of  the  interest  equivalents  of the  rates  on  two  issues  of
     commercial paper with an average  maturity) as nearly as practicable  equal
     to such number of Dividend  Period Days, as determined by the Trust in good
     faith; provided, however, that if such number of Dividend Period Days shall
     exceed the longest  maturity of such  commercial  paper for which a rate is
     available  as provided  in this  paragraph  (fff),  then such rate shall be
     determined on the basis of the yield on the U.S.  Treasury  Security with a
     maturity  (or the average of such  yields in the case of two U.S.  Treasury
     Securities with an average maturity) as nearly as practicable equal to such
     number of Dividend  Period Days,  as determined by the Trust in good faith.
     For purposes of this definition, the "interest equivalent" of a rate stated
     on a discount  basis (a "discount  rate") for  commercial  paper of a given
     days' maturity  shall be equal to the quotient  (rounded to the next higher
     .001) of (A) the discount  rate divided by (B) the  difference  between (x)
     1.00 and (y) a fraction the  numerator of which shall be the product of the
     discount  rate  times the  number of days in which  such  commercial  paper
     matures and the denominator of which shall be 360.

          (ggg)  "Standard & Poor's" means Standard & Poor's  Corporation or any
     successor thereto.

          (hhh) "S&P  Eligible  Assets"  has the  meaning  specified  in Section
     6.3(b).

          (iii)  "Substitute  Commercial Paper Dealers" means Kidder,  Peabody &
     Co. Incorporated,  PaineWebber Incorporated and Shearson Lehman Hutton Inc.
     or, in lieu thereof,  their respective  affiliates or successors,  provided
     that such entity is then a commercial paper dealer.

          (jjj) "Trust Company" means Manufacturers Hanover Trust Company unless
     and until another bank or trust company has been appointed as Trust Company
     by a resolution of the Board of Trustees,  and thereafter  such  substitute
     bank or trust company.

          (kkk)  "U.S.  Treasury  Securities"  means  obligations  issued by the
     United States of America  which,  other than Treasury  bills,  are not zero
     coupon securities.

Section 6.3.      Eligible Asset Coverage and Dividend Coverage.

          (a) "Moody's Eligible Assets" means:

               (i) cash (including, for this purpose, receivables for securities
          sold and dividends receivable on Moody's Eligible Assets);

               (ii) Short-Term Money Market Instruments (provided, however, that
          for purposes of this  definition,  such  instruments need not meet any
          otherwise applicable Standard & Poor's rating criteria);



                                       28
<PAGE>

               (iii) commercial paper that is not included as a Short-Term Money
          Market  Instrument having on the date of purchase or other acquisition
          a rating  from  Moody's of "P-1" and issued or  irrevocably  and fully
          guaranteed by an obligor having at the time  long-term  unsecured debt
          obligations with a rating from Moody's of at least "Baa";

               (iv) preferred  stocks (A) which either (1) are issued by issuers
          whose  senior debt  securities  are rated at least "Baa" by Moody's or
          (2) are rated at least  "Baa" by Moody's  (or in the event an issuer's
          senior  debt  securities  or  preferred  stock is not rated by Moody's
          which either (1) are issued by an issuer whose senior debt  securities
          are  rated at least  "BBB" by  Standard  & Poor's  or (2) are rated at
          least "BBB" by Standard & Poor's and which for this  purpose have been
          assigned  a  Moody's  equivalent  rating  of at least  "Baa"),  (B) of
          issuers  which  have (or,  in the case of  issuers  which are  special
          purpose corporations, whose parent companies have) common stock listed
          on the New York Stock  Exchange or the American  Stock  Exchange,  (C)
          which have a minimum issue size (when taken together with other of the
          issuer's issues of similar tenor) of $50 million,  (D) which have paid
          consistent cash dividends during the preceding  three-year period (or,
          in the case of new issuers  without a dividend  history,  are rated at
          least "A" by Moody's or, if not rated by  Moody's,  are rated at least
          "A" by,  Standard  &  Poor's),  (E) which pay cash  dividends  in U.S.
          dollars,  (F) which are not convertible  into any other class of stock
          and do not have  warrants  attached,  and (G) in the  case of  auction
          preferred stocks, which have dividend periods of less than or equal to
          49 days (or, in the case of a new issue of auction preferred stock, 64
          days for the  initial  dividend  period)  and have  never had a failed
          auction; provided, that for this purpose the aggregate Market Value of
          the Trust's  holdings of (x) any issue of preferred stock which is not
          an auction  preferred  stock shall not be less than  $500,000 nor more
          than $5,000,000 and (y) any issue of auction preferred stock shall not
          be more than $5,000,000; and

               (v) common  stocks (A) which are issued by issuers  whose  senior
          debt  securities are rated at least "Baa" by Moody's (or, in the event
          an issuer's senior debt securities are not rated by Moody's, which are
          issued by an issuer  whose senior debt  securities  are rated at least
          "BBB" by  Standard  & Poor's  and  which  for this  purpose  have been
          assigned a Moody's equivalent rating of at least "Baa"), (B) which are
          traded on the New York Stock Exchange or the American Stock  Exchange,
          (C) which in the case of  common  stocks  other  than  utility  common
          stocks have a market  capitalization  greater than $500  million,  (D)
          which in the case of utility  common stocks are currently  paying cash
          dividends or, in the case of other common stocks, are currently paying
          cash  dividends and have paid  consistent  cash  dividends  during the
          preceding  three-year  period,  and in the case of common stocks other
          than  utility  common  stocks  and (E)  which  pay  dividends  in U.S.
          dollars;  provided, that (1) the aggregate Market Value of the Trust's
          holdings of the common stock of any eligible  issuer (x) shall be less
          than 5% of the number of outstanding  shares times the Market Value of
          such  common  stock  and (y)  shall  not  exceed  5% of the  number of
          outstanding  shares  (less the number of shares held by  insiders,  as
          determined  in  accordance  with  standards   established  by  Moody's


                                       29
<PAGE>

          multiplied  by the  Market  Value  of such  common  stock  and (2) the
          number' of shares of common stock of any  eligible  issuer held by the
          Trust  shall not  exceed the  average  weekly  trading  volume of such
          common stock during the preceding month;

               (vi) Defensive Securities (U.S.  government  securities which are
          direct  obligations  of, or obligations the full and timely payment of
          the principal and interest of which is fully  guaranteed  by, the full
          faith and credit of the United States of America); and

               (vii) bonds (A) which are not  privately  placed,  rated at least
          Baa by Moody's with  respect to utility  bonds and rated at least A by
          Moody's with respect to corporate  bonds (or, in the event the bond is
          not  rated  by  Moody's,  the  bond  is  rated  at  least  BBB  or  A,
          respectively,  by  Standard  & Poor's  and which for this  purpose  is
          assigned  a  Moody's   equivalent   rating  of  at  least  Baa  or  A,
          respectively),  such rating confirmed on each Basic Maintenance Amount
          Evaluation  Date,  (B)  which  have a minimum  issue  size of at least
          $100,000,000,  (C) which pay  interest in cash in U.S.  currency,  (D)
          which are not convertible or  exchangeable  into equity of the issuing
          corporation  and have a maturity of not more than 30 years and (E) for
          which  the  aggregate  Market  Value  of the  Trust's  holdings  of an
          original  issue  of  corporate  bonds  shall  not  exceed  10%  of the
          aggregate  Market Value of such original issue  calculated at the time
          of issuance.

provided,  however,  that  the  Trust's  investments  in  corporate  bonds  (not
including  bonds issued by a utility) shall be included in the Moody's  Eligible
Assets only to the extent that the aggregate  Market Value of all such corporate
bonds does not exceed 40% of all the Trust's  investments  meeting the  criteria
set forth in clauses  (i)  through  (vii) above and  provided  further  that the
Trust's  investments  in  preferred  and common  stocks and bonds  described  in
clauses  (iv),  (v) and (vii)  above of any  single  issuer  whose  senior  debt
securities  are rated A or  better by  Moody's  or in such  preferred  stocks or
corporate bonds which are rated "a" or A, respectively, or better by Moody's, as
the case may be,  shall be included in the Moody's  Eligible  Assets only to the
extent that the  aggregate  Market  Value of all such stocks of such issuer does
not exceed 5% (or 10% taken  together with common stocks and bonds  described in
clause (v) and (vii)  above  which are  issued by a utility  whose  senior  debt
securities  are rated A or better by Moody's,  or 8% taken  together  with bonds
described  in clause (vii) above which are issued by an issuer whose senior debt
securities  are rated A or better by  Moody's  or which are rated A or better by
Moody's) of the aggregate Market Value of all of the Trust's investments meeting
the  criteria  set forth in clauses (i) through  (vii) above less the  aggregate
Market Value of those  investments  excluded  from the Moody's  Eligible  Assets
pursuant to the immediately preceding provisos; and provided,  further, that the
Trust's  investments in preferred and common stocks and utility bonds  described
in clauses  (iv),  (v) and (vii) above of any single  issuer  whose  senior debt
securities are rated Baa by Moody's or in such preferred  stocks which are rated
"baa" by Moody's,  as the case may be, shall be included in the Moody's Eligible
Assets only to the extent that the aggregate  Market Value of all such stocks of
such issuer does not exceed 2.5% (or 5% taken  together  with common  stocks and
bonds  described  in clauses  (v) and (vii)  above which are issued by a utility
whose  senior  debt  securities  are  rated Baa or  better  by  Moody's)  of the
aggregate Market Value of all the Trust's  investments  meeting the criteria set
forth in clauses (i)  through  (vii) above less the  aggregate  Market  Value of
those investments  excluded from the Moody's Eligible Assets pursuant to the two
immediately  preceding  provisos;  and  provided,   further,  that  the  Trust's
investments  in any one industry  (other than the utilities  industry)  shall be
included in the Moody's  Eligible  Assets only to the extent that the  aggregate
Market Value of such  investments  does not exceed 20% of the  aggregate  Market
Value of all the Trust's  investments  meeting the criteria set forth in clauses
(i) through  (vii) above less the  aggregate  Market Value of those  investments


                                       30
<PAGE>

excluded  from the Moody's  Eligible  Assets  pursuant to the three  immediately
preceding  provisos;  and provided,  further,  that the Trust's  investments  in
preferred and common stocks and bonds  described in clauses (iv),  (v) and (vii)
above of all issuers whose senior debt  securities  are rated Baa3 by Moody's or
in such preferred stocks which are rated "baa3" by Moody's,  as the case may be,
shall be  included in the  Moody's  Eligible  Assets only to the extent that the
aggregate  Market  Value of all such stocks and bonds of such  issuers  does not
exceed  25% of the  aggregate  Market  Value of all of the  Trust's  investments
meeting  the  criteria  set forth in clauses  (i)  through  (vii) above less the
aggregate Market Value of those  investments  excluded from the Moody's Eligible
Assets  pursuant  to the four  immediately  preceding  provisos;  and  provided,
further,  that the Trust's  investments  in  adjustable  rate  preferred  stocks
described in clause (iv) above shall be included in the Moody's  Eligible Assets
only to the extent  that the  aggregate  Market  Value of such  stocks  does not
exceed  10% of the  aggregate  Market  Value of all of the  Trust's  investments
meeting  the  criteria  set forth in clauses  (i)  through  (vii) above less the
aggregate Market Value of those  investments  excluded from the Moody's Eligible
Assets pursuant to the five immediately preceding provisos.

     By resolution of the Board of Trustees and without  amending the By-Laws of
the Trust or otherwise  submitting  such  resolution for  shareholder  approval,
other assets  (including  investments  which either do not meet the criteria set
forth in clauses (i) through  (vii) above or meet such criteria but are excluded
from the Moody's  Eligible Assets by the foregoing  provisos) may be included in
the Moody's Eligible Assets if Moody's has advised the Trust in writing that the
inclusion  of such assets in the Moody's  Eligible  Assets  would not  adversely
affect  its  then-current  rating of the shares of the AMPS,  provided  that the
Trust shall cause to be made  available a written  statement  setting  forth the
Moody's Eligible Assets, as changed and/or  supplemented,  for inspection by the
Holders at the principal executive office of the Trust.

          (b) "S&P Eligible Assets" means:

               (i) cash (including, for this purpose, receivables for securities
          sold and, dividends receivable on S&P Eligible Assets);

               (ii) Short-Term Money Market Instruments (provided, however, that
          for purposes of this  definition  such  instruments  need not meet any
          otherwise applicable Moody's rating criteria);

               (iii) commercial paper that is not included as a Short-Term Money
          Market  Instrument having on the date of purchase or other acquisition
          a rating from  Standard & Poor's of "A-1+",  "A-1" or "A-2" and issued
          or irrevocably  and fully  guaranteed by an obligor having at the time
          long-term  unsecured  debt  obligations  with a rating from Standard &
          Poor's of at least "BBB";


                                       31
<PAGE>

               (iv) preferred  stocks (A) which either (1) are issued by issuers
          whose  senior debt  securities  are rated at least "BBB" by Standard &
          Poor's or (2) are rated at least  "BBB" by  Standard & Poor's,  (B) of
          issuers  which  have (or,  in the case of  issuers  which are  special
          purpose corporations, whose parent companies have) common stock listed
          on the New York Stock  Exchange or the American  Stock  Exchange,  (C)
          which have a minimum issue size (when taken together with other of the
          issuer's issues of similar tenor) of $50 million,  (D) which have paid
          consistent cash dividends during the preceding  three-year period (or,
          in the case of new issuers  without a dividend  history,  are rated at
          least  "A" by  Standard  &  Poor's),  (E) which  pay  cumulative  cash
          dividends  in U.S.  dollars,  (F) which are not  convertible  into any
          other class of stock and do not have warrants attached, and (G) in the
          case of auction preferred stocks,  which have dividend periods of less
          than or equal to 49 days (or,  in the case of a new  issue of  auction
          preferred  stock,  64 days for the initial  dividend  period) and have
          never  had a failed  auction;  provided,  that for  this  purpose  the
          aggregate  Market  Value of the  Trust's  holdings of (x) any issue of
          preferred  stock which is not an auction  preferred stock shall not be
          less  than  $500,000  nor more  than  $5,000,000  and (y) any issue of
          auction preferred stock shall not be more than $5,000,000; and

               (v) common  stocks (A) which are issued by issuers  whose  senior
          debt  securities  are rated at least "BBB" by  Standard & Poor's,  (B)
          which are traded on the New York Stock  Exchange or the American Stock
          Exchange,  (C) which in the case of common  stocks  other than utility
          common stocks have a market capitalization  greater than $500 million,
          (D) which in the case of utility  common stocks are  currently  paying
          cash dividends or, in the case of other common  stocks,  are currently
          paying cash dividends and have paid consistent  cash dividends  during
          the  preceding  three-year  period,  and in the case of common  stocks
          other  than  utility  common  stocks (E) which pay  dividends  in U.S.
          dollars;  provided, that (1) the aggregate Market Value of the Trust's
          holdings of the common stock of any eligible  issuer (x) shall be less
          than 5% of the number of outstanding  shares  multiplied by the Market
          Value of such  common  stock and (y) shall not exceed 5% of the number
          of  outstanding  shares (less the number of shares held by insiders as
          determined  in accordance  with  standards  established  by Standard &
          Poor's) times the Market Value of such common stock and (2) the number
          of shares of common  stock of any  eligible  issuer  held by the Trust
          shall not exceed the  average  weekly  trading  volume of such  common
          stock during the preceding month;

               (vi) Defensive Securities (U.S.  government  securities which (A)
          are direct  obligations of, or fully  guaranteed by the full faith and
          credit of, the United  States of  America,  (B) either  mature in less
          than  one  year or pay  interest  periodically  and pay  principal  at
          maturity  or  call,  (C)  are  registered  in the  name  of the  Trust
          (custodian account), (D) are free and clear of third party claims, and
          (E) the trustee (if any) has a first  perfected  security  interest in
          the collateral);

               (vii)  Utility Bonds which are (A) rated at least A by Standard &
          Poor's,  (B) have a minimum issue size of at least $100  million,  (C)


                                       32
<PAGE>

          have a maturity of not more than 30 years, and (D) are non-convertible
          and pay interest in U.S. currency; and

               (viii) Corporate bonds which are (A) rated at least A by Standard
          & Poor's, (B) have a minimum issue size of at least $100 million,  (C)
          are  registered  under the 1933 Act,  (D) have a maturity  of not more
          than 30 years, (E) pay interest  periodically in cash, and (F) are not
          convertible or exchangeable into equity of the issuing corporation.

provided,  however,  that the Trust's investments in preferred and common stocks
described in clauses  (iv) and (v) above of any single  issuer whose senior debt
securities  are rated "A" or better by  Standard  & Poor's or in such  preferred
stock  which is rated "A" or better by  Standard  & Poor's,  as the case may be,
shall  be  included  in the S&P  Eligible  Assets  only to the  extent  that the
aggregate  Market Value of all such stocks of such issuer does not exceed 5% (or
10% taken  together with common stock  described in clause (v) above issued by a
utility  whose  senior  debt  securities  are rated "A" or better by Standard &'
Poor's) of the aggregate Market Value of all the Trust's investments meeting the
criteria set forth in clauses (i) through  (vi) above;  and  provided,  further,
that the  Trust's,,  investments  in preferred  and common  stocks  described in
clauses (iv) and (v) above of any single issuer whose senior debt securities are
rated "BBB" by Standard & Poor's or in such preferred stock which is rated "BBB"
by Standard & Poor's,  as the case may be, shall be included in the S&P Eligible
Assets only to the extent that the aggregate  Market Value of all such stocks of
such  issuer  does not exceed  2.5% (or 5% taken  together  with  common  stocks
described in clause (v) above issued by a utility  whose senior debt  securities
are rated "BBB" or better by Standard & Poor's) of the aggregate Market Value of
all the  Trust's  investments  meeting  the  criteria  set forth in clauses  (i)
through (vi) above less the aggregate Market Value of those investments excluded
from the S&P Eligible Assets pursuant to the immediately  preceding proviso; and
provided,  further, that the Trust's investments in any one industry (other than
the utilities industry) shall be included in the S&P Eligible Assets only to the
extent that the aggregate  Market Value of such  investments does not exceed 20%
of the  aggregate  Market  Value of all of the Trust's  investments  meeting the
criteria set forth in clauses (i) through (vi) above less the  aggregate  Market
Value of those investments excluded from the S&P Eligible Assets pursuant to the
two immediately  preceding  provisos;  and provided,  further,  that the Trust's
investments  in preferred  and common  stocks  described in clauses (iv) and (v)
above of all issuers whose senior debt securities are rated "BBB-" by Standard &
Poor's or in such preferred  stocks which are rated "BBB-" by Standard & Poor's,
as the case may be,  shall be  included in the S&P  Eligible  Assets only to the
extent that the  aggregate  Market Value of all such stocks of such issuers does
not exceed 25% of the aggregate  Market Value of all of the Trust's  investments
meeting  the  criteria  set forth in  clauses  (i)  through  (vi) above less the
aggregate  Market  Value of those  investments  excluded  form the S&P  Eligible
Assets  pursuant to the three  immediately  preceding  provisos;  and  provided,
further,  that the Trust's  investments  in  adjustable  rate  preferred  stocks
described in clause (iv) above shall be included in the S&P Eligible Assets only
to the extent that the aggregate Market Value of such stocks does not exceed 10%
of the  aggregate  Market  Value  of all the  Trust's  investments  meeting  the
criteria set forth in clauses (i) through (vi) above less the  aggregate  Market
Value of those investments excluded from the S&P Eligible Assets pursuant to the
four immediately preceding provisos;  and provided further Utility and Corporate
bonds  described  in  clauses  (vii) and  (viii) be  diversified  by issuer  and
industry  independently of the  diversification  provisions  described above for


                                       33
<PAGE>

common and preferred stocks.  The  diversification  percentages of the corporate
and utility bonds  includable as S&P Eligible Assets shall be based on the total
percentage  of the  defensive  pool  comprised  of  U.S.  government  securities
described in clause (vi),  utility bonds described in clause (vii) and corporate
bonds  described in clause (viii)  determined  by dividing the aggregate  Market
Value of the investments  meeting the criteria described in clauses (vi) through
(viii) by the  aggregate  Market  Value of the Trust's  investments  meeting the
criteria set forth in clauses (i) through (viii) above.

                                 Defensive Pool
Percent of Trust's
Investments Composed of Investments
described under Clauses vi, vii and
viii above.                                  Issuer %         Industry %
               0% - 29%                         5%                10%
              30% - 59%                         6%                12%
              60% - 79%                         8%                17%
              80% - 100%                       10%                20%

The Trust's  investments  in utility and  corporate  bonds  described in clauses
(vii) and (viii) of any single  issuer which are rated "A" or better by Standard
& Poor's  shall be included as S&P  Eligible  Assets only to the extent that the
Market Value of all such  corporate  bonds and utility bonds of such issuer does
not exceed the  appropriate  Defensive  Pool  single  issuer  percentage  of the
aggregate  Market  Value  of all of  the  Trust's  investments  in  utility  and
corporate bonds meeting the criteria set forth in clauses (vii) and (viii) above
and provided further that the Trust's  investments in corporate bonds in any one
industry  (other  than the  utilities  industry)  shall be  included  in the S&P
Eligible  Assets only to the extent that the aggregate  Market Value of all such
corporate bonds does not exceed the  appropriate  Defensive Pool single industry
percentage of the aggregate  Market Value of all of the Trust's  investments  in
utility and corporate  bonds meeting the criteria set forth in clauses (vii) and
(viii) above less the aggregate  Market Value of all those  corporate  bonds and
utility bonds excluded from the S&P Eligible  Assets pursuant to the immediately
preceding proviso.

These  diversification  tests for  corporate and utility bonds will be met after
the Trust is fully  invested  in such  bonds.  While the Trust is in the initial
process of purchasing  corporate and utility bonds ("the invest-up  period") the
above issuer and industry diversification  restrictions will not apply; however,
such "invest-up period" shall not exceed 10 business days.

     By resolution of the Board of Trustees and without  amending the By-Laws of
the Trust or otherwise  submitting  such  resolution for  shareholder  approval,
other assets  (including  investments  which either do not meet the criteria set
forth in clauses (i) through (viii) above or meet such criteria but are excluded
from the S&P Eligible  Assets by the foregoing  provisos) may be included in the
S&P  Eligible  Assets if Standard & Poor's has advised the Trust in writing that
the  inclusion  of such assets in the S&P Eligible  Assets  would not  adversely
affect its then-current rating of the DARTS, provided that the Trust shall cause
to be made available a written  statement setting forth the S&P Eligible Assets,
as changed and/or  supplemented,  for inspection by the Holders at the principal
executive office of the Trust.


                                       34
<PAGE>

     (c) (i) As of each 1940 Act  Evaluation  Date,  the Trust  shall  determine
whether the 1940 Act Asset Coverage is met as of such date.  The  calculation of
the asset  coverage for the DARTS on that date in  accordance  with the 1940 Act
and  whether  the  1940  Act  Asset  Coverage  is met  shall  be set  forth in a
certificate (a "Certificate of 1940 Act Asset  Coverage")  dated as of such 1940
Act Evaluation Date. In addition, as of each Eligible Asset Evaluation Date, the
Trust shall determine (A) the Coverage Value of each Moody's  Eligible Asset and
each S&P  Eligible  Asset owned by the Trust on that date,  (B) the Net Coverage
Value of all such  Moody's  Eligible  Assets and S&P  Eligible  Assets,  (C) the
Eligible  Asset Coverage  Amount with respect to such Eligible Asset  Evaluation
Date and (D) whether the  Eligible  Asset  Coverage is met as of such date.  The
calculation  of the Coverage  Value of each Moody's  Eligible Asset and each S&P
Eligible Asset,  the Net Coverage Value of all such Moody's  Eligible Assets and
S&P Eligible Assets, the Eligible Asset Coverage Amount and whether the Eligible
Asset  Coverage is met shall be set forth in a certificate  (a  "Certificate  of
Eligible Asset Coverage") dated as of such Eligible Asset Evaluation Date. As of
each  Dividend  Coverage  Evaluation  Date,  the Trust shall  determine  (A) the
aggregate  Coverage Value of the Dividend Coverage Assets for the Series A DARTS
and Series B DARTS owned by the Trust on that date,  (B) the  Dividend  Coverage
Amount for the DARTS on that date,  (C) whether the Dividend  Coverage is met as
of such date. The  calculations of the aggregate  Coverage Value of the Dividend
Coverage  Assets  for the Series A DARTS and the  Series B DARTS,  the  Dividend
Coverage  Amount for the Series A DARTS and the Series B DARTS and  whether  the
Dividend  Coverage is met shall be set forth in a certificate (a "Certificate of
Dividend  Coverage")  dated as of such Dividend  Coverage  Evaluation  Date. The
Trust shall cause the  Certificate of 1940 Act Asset Coverage to be delivered to
the  Common  Shares  Paying  Agent not later than the close of  business  on the
second Business Day after the related 1940 Act Evaluation  Date. The Trust shall
cause the Certificate of Eligible Asset Coverage and the Certificate of Dividend
Coverage to be  delivered  to the DARTS Paying Agent and Standard and Poor's not
later than the close of  business on the second  Business  Day after the related
evaluation date.

          (ii) In the event that a  Certificate  of 1940 Act Asset  Coverage,  a
     Certificate  of  Eligible  Asset  Coverage  or a  Certificate  of  Dividend
     Coverage is not  delivered to the Common  Shares  Paying Agent or the DARTS
     Paying  Agent,  as the  case may be,  when  required,  the  1940 Act  Asset
     Coverage, the Eligible Asset Coverage or the Dividend Coverage, as the case
     may be,  will be deemed not to have been met as of the  related  evaluation
     date.

     (d) With respect to (i) the Certificate of 1940 Act Asset Coverage relating
to any 1940 Act Cure Date,  (ii) the  Certificate  of  Eligible  Asset  Coverage
relating to the Date of Original Issue and to every succeeding  seventh Eligible
Asset Evaluation Date thereafter (or such other dates as agreed to by the Rating
Agencies),  and to any Eligible  Asset Cure Date,  and (iii) the  Certificate of
Dividend  Coverage  relating to any Dividend Coverage Cure Date, the Trust shall
obtain from the Independent Accountants a written communication confirming that,
(A) with respect to the 1940 Act Asset Coverage,  (1) the calculations set forth
in the  related  Certificate  of 1940  Act  Asset  Coverage  are  mathematically
accurate and (2) the Independent  Accountants have traced the prices used by the
Trust in valuing the Trust's portfolio investments to the prices provided to the


                                       35
<PAGE>

Trust by the Trust's  custodian  bank for such  purpose and  verified  that such
information  agrees,  and (B) with respect to the Eligible Asset Coverage or the
Dividend Coverage,  (1) the calculations set forth in the related Certificate of
Eligible Asset Coverage or Certificate of Dividend Coverage, as the case may be,
are  mathematically  accurate,  (2) the method used by the Trust in  determining
whether the Eligible  Asset Coverage or the Dividend  Coverage,  as the case may
be, is met, is in accordance with the applicable  requirements of the By-Laws of
the Trust,  (3) the Independent  Accountants  have traced the prices used by the
Trust in the  determination  of Market Values of the Moody's Eligible Assets and
the S&P Eligible Assets or the Dividend  Coverage Assets, as the case may be, to
the prices  provided to the Trust by the Trust's  custodian bank for purposes of
such determination and verified that such information agrees, and (4) the assets
listed as Moody's  Eligible Assets and S&P Eligible Assets or Dividend  Coverage
Assets,  as  the  case  may  be,  in  the  related  certificate  conform  to the
descriptions  of Moody's  Eligible  Assets and S&P Eligible  Assets set forth in
Sections  6.3(a) and (b) above,  respectively,  or the  description  of Dividend
Coverage Assets set forth in Section 6.2(u) above, (such a written communication
being  referred  to herein as an  "Accountants'  Certificate").  The Trust shall
cause each  Accountants'  Certificate  relating  to any 1940 Act Cure Date to be
delivered,  together with the related Certificate of 1940 Act Asset Coverage, to
the Common  Shares  Paying  Agent by the close of business on such 1940 Act Cure
Date.  The Trust shall  cause each  Accountants'  Certificate  relating to every
seventh Eligible Asset Evaluation Date to be delivered to the DARTS Paying Agent
not later than the close of business on the sixth  Business  Day  following  the
related  Eligible Asset  Evaluation Date (such sixth Business Day being referred
to  herein  as  a  "Confirmation   Date")  and  shall  cause  each  Accountants'
Certificate  relating to any  Eligible  Asset Cure Date to be  delivered  to the
DARTS Paying Agent by the close of business on the second Business Day following
such  Eligible  Asset  Cure  Date.  The  Trust  shall  cause  each  Accountants'
Certificate  relating to any Dividend  Coverage Cure Date to be delivered to the
DARTS Paying Agent by the close of business on the second Business Day following
such Dividend  Coverage Cure Date.  In the event of any  difference  between the
Trust's  calculations  as shown on a Certificate of 1940 Act Asset  Coverage,  a
Certificate of Eligible Asset Coverage or a Certificate of Dividend Coverage and
the   Independent   Accountants'   calculations  as  shown  on  an  Accountants'
Certificate,  such calculations of the Independent Accountants shall control. If
the number of Dividend  Period Days is increased  as provided in these  By-Laws,
the  Trust  shall  provide  for  an  Accountants'   Certificate  relating  to  a
Certificate of Eligible Asset Coverage to be furnished to the DARTS Paying Agent
at such additional  times as may be necessary to provide for such  confirmations
to be furnished at least as frequently as provided prior to such increase.

     (e) If the 1940 Act Asset Coverage is not met as of any 1940 Act Evaluation
Date as shown in a  Certificate  of 1940 Act  Asset  Coverage  delivered  to the
Common Shares  Paying Agent by the close of business on the second  Business Day
after such 1940 Act  Evaluation  Date,  then the Trust  shall (if  necessary  to
enable it to meet the requirements of Section 6.3 (f) below):

          (i) by the close of  business  on the 1940 Act Cure Date  relating  to
     such 1940 Act  Evaluation  Date,  if the Trust  shall  have  funds  legally
     available  for the  purchase of shares of the DARTS,  purchase  such shares
     outside of an Auction in order that the 1940 Act Asset  Coverage  is met as


                                       36
<PAGE>

     of such 1940 Act Cure Date; and/or

          (ii) by the close of  business on the  applicable  1940 Act Cure Date,
     notify the DARTS Paying Agent of its intention to redeem, and give a Notice
     of Redemption as described in these By-Laws with respect to the  redemption
     of DARTS.

     (f) If the 1940 Act Asset  Coverage is not met as shown in a Certificate of
1940 Act Asset  Coverage,  then the Trust shall, by the close of business on the
applicable  1940 Act Cure  Date,  deliver to the Common  Shares  Paying  Agent a
Certificate of 1940 Act Asset Coverage together with an Accountants' Certificate
showing  that the 1940 Act  Asset  Coverage  is met (or,  if  subclause  (ii) of
Section 6.3(e) is applicable, would have been met) as of such 1940 Act Cure Date
after  giving  effect to (A) any  purchase  of the DARTS  outside  of an Auction
pursuant to subclause  (i) of Section  6.3(e)  and/or (B) any  redemption of the
DARTS  pursuant to the Notice of Redemption  contemplated  by subclause  (ii) of
such Section 6.3 (e) (as if such  redemption had occurred  immediately  prior to
the opening of business on such 1940 Act Cure Date).

     (g) If (x) the Eligible  Asset Coverage is not met as of any Eligible Asset
Evaluation  Date as shown in a Certificate of Eligible Asset Coverage  delivered
to the DARTS  Paying  Agent by the close of business on the second  Business Day
after  such  Eligible  Asset  Evaluation  Date or (y) the Trust is  required  to
deliver to the DARTS  Paying  Agent by the close of business  on a  Confirmation
Date an  Accountants'  Certificate  confirming the Certificate of Eligible Asset
Coverage  with respect to such Eligible  Asset  Evaluation  Date,  and the Trust
fails timely to deliver such Accountants' Certificate,  then the Trust shall (if
necessary to enable it to meet the requirements of Section 6.3 (h) below):

          (i) by the close of business on the Eligible  Asset Cure Date relating
     to such Eligible Asset  Evaluation Date or  Confirmation  Date, as the case
     may be, purchase or otherwise  acquire  additional  Moody's Eligible Assets
     and/or  S&P  Eligible  Assets or, if the Trust  shall  have  funds  legally
     available  for the  purchase of shares of the DARTS,  purchase  such shares
     outside of an Auction,  or both, in order that the Eligible  Asset Coverage
     is met as of such Eligible Asset Cure Date; and/or

          (ii) By the close of  business  on the second  Business  Day after the
     applicable  Eligible Asset Cure Date,  notify the DARTS Paying Agent of its
     intention to redeem,  and give a Notice of  Redemption  with respect to the
     redemption of, shares of the DARTS as described herein.

     (h) If the Eligible  Asset Coverage is not met as shown in a Certificate of
Eligible  Asset  Coverage  or  if  an  Accountants'   Certificate  confirming  a
Certificate of Eligible Asset Coverage is not timely  delivered as  contemplated
by  subclause  (x) or  subclause  (y) of Section  6.3 (g) above,  then the Trust
shall,  by the close of  business  on the  second  Business  Day  following  the
applicable  Eligible  Asset  Cure  Date,  deliver  to the DARTS  Paying  Agent a


                                       37
<PAGE>

Certificate of Eligible Asset Coverage together with an Accountants' Certificate
showing that the Eligible  Asset  Coverage is met (or, if subclause (ii) of such
Section 6.3 (g) is  applicable,  would have been met) as of such Eligible  Asset
Cure Date  after  giving  effect to (A) any  purchase  or other  acquisition  of
Moody's  Eligible Assets and/or S&P Eligible Assets or any purchase of the DARTS
outside of an Auction  pursuant to  subclause  (i) of Section 6.3 (g) and/or (B)
any redemption of the DARTS pursuant to the Notice of Redemption contemplated by
subclause  (ii)  of  Section  6.3  (g)  (as  if  such  redemption  had  occurred
immediately prior to the opening of business on such Eligible Asset Cure Date).

     (i) If  the  Dividend  Coverage  is not  met  as of any  Dividend  Coverage
Evaluation Date as shown in a Certificate of Dividend Coverage  delivered to the
DARTS  Paying  Agent by the close of business on the second  Business  Day after
such Dividend  Coverage  Evaluation  Date, then the Trust shall, by the close of
business on the Dividend  Coverage Cure Date relating to such Dividend  Coverage
Evaluation Date, to the extent necessary so that the Dividend Coverage is met on
such  Dividend  Coverage  Cure Date,  purchase  or  otherwise  acquire  Dividend
Coverage  Assets (with the proceeds  from the  liquidation  of Moody's  Eligible
Assets and/or S&P Eligible Assets or otherwise).  The Trust shall, by the second
Business Day following the applicable  Dividend  Coverage Cure Date,  deliver to
the DARTS Paying  Agent a  Certificate  of Dividend  Coverage  together  with an
Accountants'  Certificate  showing that the Dividend  Coverage is met as of such
Dividend  Coverage  Cure  Date  after  giving  effect to any  purchase  or other
acquisition of Dividend Coverage Assets.

     (j) For purposes of determining whether the 1940 Act Asset Coverage is met,
the Eligible Asset Coverage is met or the Dividend  Coverage is met, no share of
the DARTS shall be deemed to be  "outstanding"  for purposes of any  computation
if, prior to or concurrently  with such  determination,  (i) the requisite funds
for the  redemption  of such share shall have been  deposited  in trust with the
DARTS Paying Agent for that purpose and the requisite Notice of Redemption shall
have been  given or (ii) such  share  shall  have been  redeemed,  purchased  or
otherwise  acquired  by the  Trust.  In the case of  subclause  (i),  the  funds
deposited  with the DARTS Paying Agent (to the extent  necessary to pay the full
redemption  price for such shares) shall not be included in determining  whether
the 1940 Act  Asset  Coverage,  the  Eligible  Asset  Coverage  or the  Dividend
Coverage is met.

     (k) A copy of each  certificate  delivered to the DARTS Paying Agent or the
Common  Shares  Paying  Agent as required by this Section 6.3 shall be presented
for review and approval at the meeting of the Board of Trustees  next  following
the date of delivery of such certificate.  Copies of all such certificates shall
be included  in the minute  books of the Trust and shall be made  available  for
inspection by the Holders at the principal executive office of the Trust.

Section 6.4.      Dividends.

     (a)  Holders of the Series A DARTS or Series B DARTS  shall be  entitled to
receive,  when, as, and if declared by the Board of Trustees, out of current and
accumulated  earnings and profits of the Trust for the fiscal year for which the


                                       38
<PAGE>

dividend is declared,  (i) cumulative cash dividends at the applicable  dividend
rate determined as set forth in Section 6.4(c)(i) below and (ii) cumulative cash
Additional  Dividends in an amount determined as set forth in Section 6.4(d)(ii)
below, and no more, payable on the respective dates set forth below.

     (b) (i)  Dividends  on the shares of each series  shall  accumulate  at the
Applicable  Rate  (whether or not earned or declared)  from the Date of Original
Issue  and shall be  payable  (I) in the case of  Series A DARTS  commencing  on
February 7, 1990 and thereafter on each successive  seventh Wednesday  following
such date,  and (II) in the case of Series B DARTS,  commencing  on February 14,
1990, and thereafter on each successive  seventh Wednesday (the initial dividend
payment date for the Series A DARTS or Series B DARTS being  herein  referred to
as the  "Initial  Dividend  Payment  Date",  and each  such  Wednesday  on which
dividends  on the Series A DARTS or Series B DARTS  would be payable but for the
provisos  below being  referred to as a "Normal  Dividend  Payment Date") except
that:

               (A) if (1) the Securities  Depository shall make available to its
          participants  and members,  in next-day funds in The City of New York,
          New York on Dividend  Payment  Dates,  the amount due as  dividends on
          such  Dividend   Payment   Dates  or  shall  make   available  to  its
          participants and members,  in funds immediately  available in The City
          of New York, New York on Dividend  Payment  Dates,  the amount then so
          due, but shall not have so advised the Trust  Company,  then (2)(x) if
          the Thursday following any Normal Dividend Payment Date for the Series
          A DARTS or Series B DARTS is not a Business Day, then dividends on the
          shares of the  applicable  series shall be payable on the Tuesday that
          precedes  such Normal  Dividend  Payment Date, if such Tuesday and the
          Normal  Dividend  Payment Date are both  Business  Days, or (y) if the
          Normal Dividend Payment Date is not a Business Day, then on the Monday
          preceding  such Normal  Dividend  Payment Date, if such Monday and the
          following Tuesday are both Business Days, or (z) if otherwise, then on
          the first  Business  Day that (I) falls  after  such  Normal  Dividend
          Payment Date and (II) is immediately followed by a Business Day; or

               (B) if (1) the Securities  Depository shall make available to its
          participants and members,  in funds immediately  available in The City
          of New York,  New York on Dividend  Payment  Dates,  the amount due as
          dividends on such Dividend  Payment  Dates,  and shall have so advised
          the Trust Company,  and (2) any Normal  Dividend  Payment Date for the
          applicable  series is not a Business Day, then dividends on the shares
          of the  applicable  series shall be payable on the first  Business Day
          after such Normal Dividend Payment Date;

provided,  further,  however,  that  if  the  date  on  which  dividends  on the
applicable  series  shall be  payable  as  determined  above is a day that would
result in the number of days between  successive  Auction  Dates for such series
(determined by excluding the first Auction Date and including the second Auction
Date) not being at least equal to the then-current  Minimum Holding Period, then


                                       39
<PAGE>

dividends  on such series shall be payable on the first  Business Day  following
such date that is immediately followed by a Business Day and that results in the
number of days between  successive  Auction Dates for such series (determined as
above) being at least equal to the  then-current  Minimum  Holding  Period (each
such date on which  dividends on the  applicable  series shall be payable  being
referred to herein as a "Dividend  Payment Date" for such series).  Although any
particular  Dividend  Payment  Date may not  occur on the  originally  scheduled
Normal  Dividend  Payment  Date  because  of the  foregoing  provisos,  the next
succeeding Dividend Payment Date shall be, subject to such provisos, the seventh
Wednesday  following the originally  designated Normal Dividend Payment Date for
the prior Dividend  Period.  Notwithstanding  the  foregoing,  in the event of a
change in law altering the minimum holding period (the "Minimum Holding Period")
required  for  corporate  taxpayers  generally  to be entitled to the  corporate
dividends  received  deduction under Section  243(a)(1) of the Internal  Revenue
Code of 1986, as amended (the  "Dividends  Received  Deduction"),  in respect of
dividends (other than  extraordinary  dividends) paid on preferred stock held by
non-affiliated  corporations,  the Board of Trustees shall adjust  uniformly the
period of time between successive  Dividend Payment Dates for the Series A DARTS
and the period of time between successive  Dividend Payment Dates for the Series
B DARTS  (provided  that both such periods shall be of equal length) so that the
number of days (such number of days,  calculated  without  giving  effect to the
provisos in the first sentence of this Section 6.4(b)(i),  being herein referred
to as "Dividend  Period  Days") in Dividend  Periods for each series  commencing
after  the  effective  date of such  change  in law  will  equal or  exceed  the
then-current Minimum Holding Period; provided that the number of Dividend Period
Days  shall not  exceed by more  than ten days the  length of such  then-current
Minimum Holding Period,  shall be evenly  divisible by seven and, subject to the
provisos in the first sentence of this Section  6.4(b)(i),  the Dividend Payment
Date shall be a  Wednesday.  The Trust shall  notify the Rating  Agencies at the
earliest practicable date of any impending change in law known to the Trust that
would lengthen the Minimum Holding Period, in order that the Rating Agencies may
analyze  the  Eligible  Asset  Coverage  and  Dividend  Coverage in light of the
increased  number of Dividend Period Days with a view toward  maintaining  their
then-current  ratings  of the  DARTS.  Upon any such  change  in the  number  of
Dividend  Period Days as a result of a change in the law,  the Trust shall cause
to be mailed notice of such change by first class mail, postage prepaid,  to the
Trust Company,  the DARTS Paying Agent,  each Holder at such Holder's address as
it appears on the Shares Books, and to the Rating Agencies.

               (ii)  Not  later  than  noon  on  the  Business  Day  immediately
          preceding each Dividend  Payment Date with respect to which  dividends
          on the Series A DARTS or Series B DARTS have been declared,  the Trust
          shall  deposit  with  (or,  in  the  case  of a wire  transfer,  shall
          irrevocably  instruct  its bank to transfer to) the DARTS Paying Agent
          sufficient  funds for the payment of such dividends and shall give the
          DARTS Paying Agent  irrevocable  instructions to apply such funds and,
          if applicable,  the income and proceeds  therefrom,  to the payment of
          such dividends.  The Trust may direct the DARTS Paying Agent to invest
          any  such  available  funds in  Short-Term  Money  Market  Instruments
          provided that the proceeds of any such investment will be available in
          The City of New  York at the  opening  of  business  on such  Dividend
          Payment Date. All such funds (to the extent  necessary to pay the full
          amount of such  dividends)  shall be held in trust for the  benefit of
          the Holders.  In the event that  sufficient  funds shall not have been
          deposited  with  (or,  in the  case  of a wire  transfer,  irrevocable


                                       40
<PAGE>

          instructions  shall not have been given to transfer such funds to) the
          DARTS Paying Agent by noon on the Business Day  immediately  preceding
          any Dividend Payment Date for Series A DARTS or Series B DARTS for the
          payment  of  all  accumulated  dividends  (whether  or not  earned  or
          declared) on the outstanding  shares of the applicable  series on such
          Dividend  Payment  Date,  then any Auction  scheduled to determine the
          dividend  rate on the shares of such  series for the  Dividend  Period
          commencing on such  Dividend  Payment Date shall be deemed not to have
          been held and the dividend  rate on the shares of such series for such
          Dividend  Period  shall be equal to 200% of the 60-day "AA"  Composite
          Commercial  Paper  Rate  on the  Auction  Date  with  respect  to such
          Dividend Period.

               (iii) Each dividend on the shares of the Series A DARTS or Series
          B DARTS  declared by the Board of Trustees shall be paid to Holders of
          such shares as such  Holders'  names appear on the Shares Books on the
          related  record  date,  which  shall be the opening of business on the
          Business Day immediately  preceding the Dividend Payment Date for such
          dividend.  Subject to Section 6.4(e)(i) below, dividends on the Series
          A DARTS or Series B DARTS in arrears for any past Dividend  Period may
          be declared by the Board of Trustees and paid on any date fixed by the
          Board of Trustees, on a regular Dividend Payment Date or otherwise, to
          Holders of such  shares as such  Holders'  names  appear on the Shares
          Books on the related record date fixed by the Board of Trustees, which
          shall not be more than 15 days  before the date fixed for the  payment
          of such dividends.

     (c)  (i) (A)  The  dividend  rate on the  Series  A  DARTS  for the  period
commencing  on the Date of  Original  Issue and ending on the  Initial  Dividend
Payment  Date  shall be 7.20% per annum and the  dividend  rate on the  Series B
DARTS  commencing  on the Date of  Original  Issue  and  ending  on the  Initial
Dividend Payment Date shall be 7.25% per annum, and (B) the dividend rate on the
Series A DARTS and Series B DARTS for each subsequent  period  commencing on the
last  Dividend  Payment  Date for the  applicable  series and ending on the next
Dividend  Payment  Date  for such  series  (each  such  period,  and the  period
commencing  on the Date of  Original  Issue and ending on the  Initial  Dividend
Payment Date, being referred to herein as a "Dividend Period" for the applicable
series)  shall be the  rate per  annum  equal  to the  rate  determined  for the
applicable  series  pursuant to the Auction  Procedures set forth in Section 6.9
below.  Notwithstanding  the  foregoing,  (I) in the event that an Auction  with
respect to any  Dividend  Period for the  applicable  series is not held for any
reason or is deemed  not to have been held as  provided  in  Section  6.4(b)(ii)
above,  the dividend rate on the shares of such series for such Dividend  Period
shall be the Maximum  Applicable  Rate on the Auction  Date with respect to such
Dividend  Period,  and (II) in the event  that  shares of the  Series A DARTS or
Series B DARTS are called for  redemption,  the  dividend  rate for such  shares
until the  commencement  of the next Dividend  Period shall be the dividend rate
otherwise  in effect on the date of the Notice of  Redemption,  and the dividend
rate for such shares for each  subsequent  Dividend  Period or part  thereof (if
any) until the  redemption  date  shall be the  Maximum  Applicable  Rate on the
Auction  Date with respect to such  Dividend  Period.  The dividend  rate on the
Series A DARTS  and  Series B DARTS  for any  Dividend  Period  or part  thereof


                                       41
<PAGE>

determined  as set  forth  in this  clause  (i) is  referred  to  herein  as the
"Applicable Rate" for such Dividend Period or part thereof.

               (ii) The amount of dividends  per share of the Series A DARTS and
          Series B DARTS payable for each Dividend  Period or part thereof shall
          be computed by  multiplying  the  Applicable  Rate for the  applicable
          series for such Dividend Period by a fraction,  the numerator of which
          shall be the number of days in such  Dividend  Period  (determined  by
          including  the first day thereof and  excluding  the last day thereof)
          during which such share was  outstanding  and the denominator of which
          shall be 360, and multiplying the result by $100,000.

          (d) (i) If, for any taxable year, any portion of the dividends paid on
     the DARTS is ineligible for the Dividends  Received  Deduction  because (A)
     the Trust's Net Income,  excluding Net Capital Gains, exceeds the amount of
     dividends  received by the Trust that  qualify for the  Dividends  Received
     Deduction or (B) the Trust realizes Net Capital Gains and, as a result, the
     Trust is not permitted to designate all of the dividends  paid on the DARTS
     as  qualifying  for  the  Dividends  Received  Deduction,  then  additional
     dividends ("Additional Dividends") for that year shall accumulate and shall
     become  payable on the DARTS as set forth below such that the Net After-Tax
     Return to a Holder which is a  corporation  from any such  dividend paid at
     the Applicable Rate and the Additional  Dividend  relating to such dividend
     will be the same as the Net  After-Tax  Return that would have been derived
     from the  dividends  paid in  respect of such year if (x) the  Trust's  Net
     Income,  excluding  Net  Capital  Gains,  had not  exceeded  the  amount of
     dividends  received by the Trust that  qualify for the  Dividends  Received
     Deduction or (y) the Trust had not realized Net Capital Gains.

               (ii)  Simultaneously with the declaration of each dividend at the
          Applicable  Rate,  the Board of  Trustees  shall  declare  a  dividend
          consisting of one right (a "Right") to receive an Additional  Dividend
          in respect of such dividend at the Applicable Rate.  Shortly after the
          end of the fiscal year in which a dividend at the Applicable  Rate for
          each series is declared,  the Trust shall make a calculation  pursuant
          to Section 6.4(d)(iii) and (iv) below of the Additional  Dividend,  if
          any, in respect of each Right for such year.  If the Trust  determines
          that an  Additional  Dividend  is  payable  in  respect  of any  Right
          received during such year, such Additional Dividend in respect of such
          Right shall be paid to each Holder that received  such Right,  whether
          or not any such Holder  continues to own the shares of the  applicable
          series in  respect of which such  Right was  issued.  Rights  shall be
          nontransferable  except by operation of law.  The  calculation  of the
          amount  of the  Additional  Dividend,  if any,  shall  be based on the
          income  and  expenses  of the Trust to the end of the  Trust's  fiscal
          year.  Any  Additional  Dividend  shall  be  payable  as  promptly  as
          practicable  after the calculation of the amount  thereof,  but in any
          event must be paid  within the time limit and in such a manner as will
          permit the Trust to treat each Additional Dividend as having been paid
          during such year for Federal tax purposes. The Trust shall (i) deposit
          with the DARTS Paying Agent or (ii)  irrevocably  instruct its bank to
          segregate in a separate trust account sufficient funds for the payment
          of such  Additional  Dividend  not later than noon on the Business Day
          immediately  preceding  the date on  which  such  Additional  Dividend


                                       42
<PAGE>

          becomes  payable and shall give the DARTS Paying  Agent,  or its bank,
          irrevocable  instructions to apply such funds and, if applicable,  the
          income and  proceeds  therefrom,  to the  payment  of such  Additional
          Dividend. The Trust may direct the DARTS Paying Agent, or its bank, to
          invest any such available funds in Short-Term Money Market Instruments
          provided that the proceeds of any such investment will be available in
          The City of New York at the opening of  business  on the payment  date
          for such Additional Dividend.  All such funds (to the extent necessary
          to pay the full amount of such  Additional  Dividend) shall be held in
          trust for the benefit of the Holders.  If, for any taxable  year,  all
          dividends at the Applicable Rate paid on the Series A DARTS and Series
          B DARTS are  eligible in full for the  Dividends  Received  Deduction,
          then the  amount of each  Additional  Dividend  with  respect  to such
          dividends shall be zero.

               (iii)  If for  any  fiscal  year  (x)  the  Trust's  Net  Income,
          excluding Net Capital Gains,  exceeds the amount of dividends received
          by the Trust that qualify for the Dividends  Received Deduction or (y)
          the  Trust  realizes  Net  Capital  Gains  (each  of  (x)  and  (y) an
          "Additional Dividend Event"), then the Trust shall:

                    (A) allocate to the distributions  made on the Common Shares
               and the DARTS  dividends  received  by the Trust  that would have
               qualified for the Dividends  Received Deduction if the Trust were
               not a regulated  investment  company  ("Qualified  Dividends") in
               proportion to the  distributions  paid as dividends on the Common
               Shares   and  the   DARTS   (including   Additional   Dividends),
               respectively, for such fiscal year;

                    (B) allocate to the distributions  made on the Common Shares
               and the DARTS  (including  Additional  Dividends) the Net Capital
               Gains of the Trust in  proportion  to the  distributions  paid as
               dividends  on  the  Common   Shares  and  the  DARTS   (including
               Additional Dividends), respectively, for such fiscal year;

                    (C) designate  (in part or in whole,  as the case may be) as
               derived from Net Capital  Gains  allocated  to the  distributions
               made on the Series A DARTS and Series B DARTS first the  dividend
               and the Additional  Dividend payable with respect to the Dividend
               Period  for  which  the  first  Dividend  Payment  Date  for  the
               applicable  series occurs in the fiscal year following the fiscal
               year in which the Net Capital  Gains are  realized  (the  "Fiscal
               Year-End Dividend Period" for the applicable series) and next, if
               the Net Capital Gains allocated to the distributions  made on the
               Series  A DARTS  and  Series B DARTS  exceed  the  amount  of the
               dividend  and  Additional  Dividend  payable with respect to such
               Dividend Period, to the dividend and Additional  Dividend payable
               with  respect  to the  next  preceding  Dividend  Period  for the
               applicable series; and

                    (D) designate as derived from Qualified  Dividends allocated
               to the  distributions  made on the  Series A DARTS  and  Series B
               DARTS first the  distribution  paid as dividends  with respect to
               the first Dividend Payment Date for the applicable  series of the


                                       43
<PAGE>

               fiscal year in which the Trust  earned such  Qualified  Dividends
               and thereafter designate each distribution paid as dividends with
               respect  to  each  successive   Dividend  Payment  Date  for  the
               applicable series as derived from such Qualified Dividends, up to
               an  amount  equal  to  the  amount  of  the  Qualified  Dividends
               allocated  to the  distributions  made on the  Series A DARTS and
               Series B DARTS.

               (iv) Notwithstanding the provisions of paragraphs (d)(iii)(C) and
          (D) above,  if (x) the difference of (1) the sum of the  distributions
          paid as dividends and  Additional  Dividends on the Series A DARTS and
          Series B DARTS and (2) the Qualified Dividends allocable to the Series
          A DARTS and Series B DARTS  exceeds the amounts  payable as  dividends
          and Additional  Dividends with respect to the Fiscal year-End Dividend
          Period for both series and the immediately  preceding  Dividend Period
          for both  series or (y) the Trust is  prohibited  by  applicable  law,
          rule,  regulation or  interpretation  from  designating  dividends and
          Additional Dividends as derived from Net Capital Gains or as qualified
          for the Dividends  Received Deduction as provided in subparagraphs (C)
          and  (D)  above,  the  Trust  shall  designate  distributions  made as
          dividends  and  Additional  Dividends on the DARTS as derived from Net
          Capital Gains or as Qualified  Dividends in a manner determined by the
          Board of Trustees to be just and equitable to the Holders.

               (v) If the Trust's  designations of dividends  qualifying for the
          Dividends  Received  Deduction are not given effect for federal income
          tax  purposes,  the  Trust  will  not be  required  to pay  Additional
          Dividends on the DARTS to compensate  for the  resulting  reduction in
          the Net  After-Tax  Return to the holders of the DARTS.  Moreover,  no
          Additional Dividends shall become payable as a result of any change in
          the law concerning the eligibility of amounts paid with respect to the
          DARTS  for  the  Dividends  Received  Deduction  or the  reduction  or
          elimination of the Dividends Received Deduction.

          (e) (i) No  dividends  shall  be  declared  or paid or set  apart  for
     payment on the Series A DARTS or Series B DARTS for any Dividend  Period or
     part  thereof  unless  full  cumulative  dividends  (including   Additional
     Dividends) have been or contemporaneously  are declared and paid on each of
     the Series A DARTS and Series B DARTS  through the most  recent  applicable
     Dividend  Payment Date. Any dividend payment made on shares of the Series A
     DARTS and  Series B DARTS  will be first  credited  against  the  dividends
     accumulated  thereon with respect to the earliest  Dividend Period for such
     series for which dividends have not been paid. If full cumulative dividends
     are not  paid on the  Series  A DARTS or  Series  B  DARTS,  all  dividends
     declared  on such  shares  shall  be paid pro  rata to the  Holders  of the
     outstanding  shares of such  series.  No Holder  shall be  entitled  to any
     dividends or Additional  Dividends,  whether  payable in cash,  property or
     shares, in excess of full cumulative dividends and Additional Dividends, as
     provided  in this  Section  6.4.  No  interest,  or sum of money in lieu of
     interest, shall be payable in respect of any dividend payment on the shares
     of the DARTS that may be in arrears.


                                       44
<PAGE>

               (ii) For so long as any shares of the DARTS are outstanding,  the
          Trust shall not declare,  pay or set apart for payment any dividend or
          other distribution in respect of the Common Shares or any other shares
          of the  Trust  ranking  junior to the  DARTS as to  dividends  or upon
          liquidation,  or call for  redemption,  redeem,  purchase or otherwise
          acquire for consideration any Common Shares or any other shares of the
          Trust ranking junior to the DARTS as to dividends or upon liquidation,
          unless (A) immediately thereafter, the 1940 Act Asset Coverage is met,
          the Eligible Asset  Coverage is met and the Dividend  Coverage is met,
          (B) full cumulative dividends (including  Additional Dividends) on all
          shares of the Series A DARTS and Series B DARTS for all past  Dividend
          Periods  for  each  series  have  been  paid  or  declared  and  a sum
          sufficient for the payment of such dividends (which shall be reflected
          in an  officer's  certificate  filed  with the  records  of the  Trust
          maintained at its principal  executive  office) set apart for payment,
          and (C) the Trust has  redeemed the full number of shares of the DARTS
          required to be  redeemed by any  provision  for  mandatory  redemption
          contained in the By-Laws of the Trust (the number of shares subject to
          mandatory   redemption  to  be  determined   without   regard  to  the
          requirement that redemptions be made out of legally  available funds).
          The  Certificate  of 1940  Act  Asset  Coverage,  the  Certificate  of
          Eligible Asset Coverage and the Certificate of Dividend Coverage dated
          as  of  the  applicable   evaluation   date  shall  reflect  any  such
          transaction.

          (f) For so long as any shares of the DARTS are outstanding;  the Trust
     Company  (which  shall  act as agent of the  Trust in  connection  with the
     implementation of the Auction Procedures) and the DARTS Paying Agent (which
     shall act as  transfer  agent,  registrar,  dividend  disbursing  agent and
     redemption  agent on behalf of the Trust with respect to the DARTS),  shall
     receive and inspect  Certificates of Eligible Asset Coverage,  Certificates
     of Dividend Coverage, and related Accountants'  Certificates and shall have
     certain related  responsibilities)  shall each be a commercial  bank, trust
     company or other financial  institution  unaffiliated with the Trust or any
     affiliate  of the Trust  (which,  however,  may  engage or have  engaged in
     business  transactions  with the Trust),  and at no time shall the Trust or
     any  affiliate  of the Trust act as the Trust  Company or the DARTS  Paying
     Agent (except in connection with the payment of Additional  Dividends).  If
     the Trust  Company or the DARTS Paying Agent  resigns or for any reason its
     appointment  is  terminated  during any period that any shares of the DARTS
     are  outstanding,  the Board of Trustees shall promptly  thereafter use its
     best efforts to appoint another qualified commercial bank, trust company or
     financial  institution  to act as the Trust  Company  or the  DARTS  Paying
     Agent,  as the case may be, upon  commercially  reasonable  terms. A single
     qualified  commercial bank, trust company or financial  institution may act
     as the Trust  Company and the DARTS  Paying  Agent.  The DARTS Paying Agent
     shall  maintain an office or agency in The City of New York for purposes of
     making payments on the shares of the DARTS.

     Section 6.5. Liquidation Rights.

     (a) Upon the  liquidation,  dissolution or winding up of the affairs of the
Trust,  whether voluntary or involuntary,  Holders shall be entitled to receive,
out of the assets of the Trust available for distribution to shareholders  after
satisfying  claims of creditors  but before any payment or  distribution  to the


                                       45
<PAGE>

holders of the Common Shares or on any other class of shares  ranking  junior to
the DARTS upon liquidation, a liquidation distribution in the amount of $100,000
per share plus an amount equal to accumulated  and unpaid  dividends  (including
Additional  Dividends) on each such share (whether or not earned or declared) to
the date of such distribution. Unless and until payment in full has been made to
the  Holders of the  liquidation  distributions  to which they are  entitled  as
provided in this  Section 6.5, no  dividends  or  distributions  will be made to
holders  of the  Common  Shares  or any  other  shares  junior  to the  DARTS on
liquidation,   and  no  purchase,   redemption  or  other  acquisition  for  any
consideration  by the Trust will be made id respect of the Common  Shares or any
other shares ranking junior to the DARTS upon liquidation.  After the payment to
Holders of the full amount of the  liquidation  distributions  to which they are
entitled  pursuant to the first  sentence of this  Section  6.5(a),  Holders (in
their  capacity  as such  Holders)  shall  have no  right or claim to any of the
remaining assets of the Trust.

     (b) Neither the sale,  lease or exchange  (for cash,  stock,  securities or
other  consideration)  of all or substantially all of the property and assets of
the Trust,  nor the merger or  consolidation of the Trust into or with any other
corporation,  nor the merger or consolidation  of any other  corporation into or
with the Trust, shall be deemed to be a dissolution,  liquidation or winding up,
voluntary or involuntary, for the purposes of this Section 6.5.

     (c) If the assets of the Trust  available for  distribution  to the Holders
upon the dissolution,  liquidation or winding up of the Trust, whether voluntary
or involuntary,  shall be insufficient to pay the full amount of the liquidation
distributions  to which the Holders  are  entitled  pursuant  to Section  6.5(a)
above,  then such  assets  shall be  distributed  among the  Holders  ratably in
proportion  to the full amount of  distribution  to which each Holder would have
been entitled under such Section 6.5(a).

Section 6.6. Redemption.

Shares of the DARTS shall be redeemable by the Trust as provided below:

     (a) Optional Redemption.

     At its option, the Trust may, out of funds legally available therefor, upon
not  fewer  than 30 nor  more  than 45 days'  notice  pursuant  to a  Notice  of
Redemption,  redeem the Series A DARTS or Series B DARTS as a whole or from time
to time in part on the second Business bay preceding any Dividend  Payment Date,
at a  redemption  price equal to $100,000  per share plus an amount equal to the
accumulated and unpaid dividends (including Additional  Dividends,  if any (such
Additional  Dividends  payable on the first Dividend  Payment Date following the
Trust's fiscal year end)) to the redemption date.

     (b) Mandatory Redemption.

          (i) If the 1940 Act Asset  Coverage is not met as of any 1940 Act Cure
     Date as shown in a Certificate  of 1940 Act Asset  Coverage and the related
     Accountants' Certificate delivered by the Trust to the Common Shares Paying


                                       46
<PAGE>

     Agent by the close of business  on such 1940 Act Cure Date,  then the Trust
     shall,  by the close of business on such 1940 Act Cure Date, (A) notify the
     DARTS Paying Agent of its  intention to redeem on the earliest  practicable
     date  following such 1940 Act Cure Date the number of DARTS set forth below
     and (B) give a Notice  of  Redemption  (which  shall  specify  a  mandatory
     redemption  date that is not fewer  than 30 days or more than 45 days after
     the date of such notice) with  respect to the  redemption  of DARTS on such
     mandatory  redemption  date. On such mandatory  redemption  date, the Trust
     shall redeem, out of funds legally available therefor,  the number of DARTS
     equal to the  minimum  number of shares the  redemption  of which,  if such
     redemption  had  occurred  immediately  prior to the opening of business on
     such 1940 Act Cure Date, would result in the 1940 Act Asset Coverage having
     been met on such  1940 Act Cure  Date or,  if the 1940 Act  Asset  Coverage
     cannot be so restored,  all of the DARTS,  at a  redemption  price equal to
     $l00,000  per share  plus an amount  equal to all  accumulated  and  unpaid
     dividends  (including   Additional  Dividends  (such  Additional  Dividends
     payable on the first  Dividend  Payment Date  following the Trust's  fiscal
     year  end)) on such  shares  (whether  or not earned or  declared)  to such
     mandatory redemption date.

          (ii) If the  Eligible  Asset  Coverage  is not met as of any  Eligible
     Asset Cure Date as shown in a Certificate  of Eligible  Asset  Coverage and
     the related  Accountants'  Certificate  delivered by the Trust to the DARTS
     Paying Agent by the close of business on the second  Business Day following
     such  Eligible  Asset  Cure  Date,  then the Trust  shall,  by the close of
     business on the second  Business Day  following  such  Eligible  Asset Cure
     Date,  (A) notify the DARTS Paying Agent of its  intention to redeem on the
     earliest  practicable  date  following  such  Eligible  Asset Cure Date the
     number of DARTS set forth below and (B) give a Notice of Redemption  (which
     shall specify a mandatory redemption date that is not fewer than 30 days or
     more  than 45 days  after  the date of such  notice)  with  respect  to the
     redemption of DARTS on such  mandatory  redemption  date. On such mandatory
     redemption  date,  the Trust shall redeem,  out of funds legally  available
     therefor,  the number of DARTS  equal to the  minimum  number of shares the
     redemption of which, if such redemption had occurred  immediately  prior to
     the opening of business on such Eligible  Asset Cure Date,_ would result in
     the Eligible  Asset  Coverage  having been met on such Eligible  Asset Cure
     Date or, if the Eligible Asset Coverage  cannot be so restored,  all of the
     DARTS,  at a  redemption  price equal to $100,000  per share plus an amount
     equal  to  all  accumulated  and  unpaid  dividends  (including  Additional
     Dividends)  on such  shares  (whether  or not earned or  declared)  to such
     mandatory redemption date.

          (iii) If the Trust  shall not have  funds  legally  available  for the
     redemption  of all or  any  portion  of the  DARTS  to be  redeemed  on any
     mandatory  redemption  date,  the  Trust  shall  redeem  on such  mandatory
     redemption  date the  number of DARTS as it shall  have  legally  available
     funds to redeem,  and the  remainder  of the DARTS  required to be redeemed
     shall be redeemed on the earliest  practicable  date next following the day
     on which the  Trust  shall  first  have  funds  legally  available  for the
     redemption of such shares,  pursuant to a Notice of Redemption (which shall
     specify a  mandatory  redemption  date that is not fewer  than the  minimum


                                       47
<PAGE>

     number of days after the date of such notice required by the 1940 Act).

          (iv) In the event of a redemption  in part of Series A DARTS or Series
     B DARTS pursuant to Section  6.6(b)(i) or Section  6.6(b)(ii)  above,  such
     redemption  shall  not  be  effected  on any of  the  three  Business  Days
     immediately preceding a Dividend Payment Date for the applicable series.

     (c) General Provisions for Redemptions.

          (i)  Notwithstanding  the other  provisions  of this  Section 6.6, the
     Trust shall not redeem,  purchase or otherwise acquire DARTS unless (A) all
     accumulated and unpaid dividends  (including  Additional  Dividends) on all
     outstanding  DARTS for all applicable past Dividend Periods shall have been
     or are  contemporaneously  paid or declared  and a sum  sufficient  for the
     payment  of such  dividends  (which  shall  be  reflected  in an  officer's
     certificate filed with the records of the Trust maintained at its principal
     executive  office)  - set  apart  for  payment  and (B) the 1940 Act  Asset
     Coverage,  the Eligible Asset  Coverage and the Dividend  Coverage would be
     met on the date of such  redemption,  purchase or other  acquisition  after
     giving effect  thereto and, on or prior to such date, the Trust provides to
     the Common Shares Paying Agent a Certificate of 1940 Act Asset Coverage and
     to the DARTS Paying Agent a Certificate  of Eligible  Asset  Coverage and a
     Certificate  of  Dividend   Coverage,   each  together  with  a  confirming
     Accountants'  Certificate,  showing  compliance  with this  subclause  (B);
     provided,  however,  that the Trust may,  without regard to the limitations
     contained in subclause (A) or (B), but subject to the  requirements  of the
     1940 Act,  redeem,  purchase  or  otherwise  acquire  DARTS (1) as a whole,
     either pursuant to an optional redemption or a mandatory redemption, or (2)
     pursuant to a purchase or exchange  offer made on an equal basis for all of
     the outstanding DARTS for a price that is proper under the 1940 Act. In the
     event  that  fewer  than all of the  outstanding  DARTS are to be  redeemed
     pursuant to either an optional  redemption or a mandatory  redemption,  the
     shares to be  redeemed  shall  otherwise  be selected by lot, or such other
     method as the Board of Trustees shall deem fair and equitable.

          (ii)  Whenever  DARTS are to be redeemed,  the Trust shall cause to be
     mailed,  within the time  periods  specified  in Section  6.6(a) and 6.6(b)
     above,  a written  notice of  redemption  (a  "Notice  of  Redemption")  by
     first-class  mail,  postage  prepaid,  to each  Holder  of the  DARTS to be
     redeemed  as its name and  address  appear on the  Shares  Books and to the
     DARTS Paying Agent. The Notice of Redemption shall also be published in The
     Wall Street Journal (or, if such notice cannot be published  therein,  then
     in a comparable  newspaper  printed in the English  language and of general
     circulation in The City of New York). Each Notice of Redemption shall state
     (A) the redemption date, (B) the redemption price, (C) the number of Series
     A DARTS and Series B DARTS to be  redeemed,  (D) the place or places  where
     the DARTS are to be surrendered  for payment of the redemption  price,  (E)
     that  dividends on the shares to be redeemed  will cease to  accumulate  on


                                       48
<PAGE>

     such  redemption  date,  (F) the provision of these By-Laws under which the
     redemption  is being made and (G) if  applicable,  that the  Holders of the
     DARTS being called for redemption will not be entitled to participate, with
     respect to such shares,  in any Auction held subsequent to the date of such
     Notice of Redemption.  In the case of an optional redemption in part of the
     Series A DARTS or Series B DARTS,  the related  Notice of Redemption  shall
     not be given prior to the Dividend  Payment Date for the applicable  series
     immediately  preceding the date of redemption  specified in such notice. No
     defect in the Notice of Redemption-or in the mailing or publication thereof
     shall affect the validity of the redemption proceedings, except as required
     by applicable law. A Notice of Redemption  shall be deemed given on the day
     that it is mailed in accordance  with the first  sentence of this subclause
     (ii).

          (iii) On or after the redemption  date, each Holder of DARTS that were
     called for  redemption  shall  surrender the  certificate  evidencing  such
     shares to the Trust at the place designated in the Notice of Redemption and
     shall then be entitled to receive payment of the redemption  price for each
     share. If less than all of the shares  represented by one share certificate
     are to be redeemed,  the Trust shall issue a new share  certificate for the
     shares not redeemed.

          (iv) Not later than noon on the Business Day immediately preceding the
     redemption date, the Trust shall irrevocably  deposit with (or, in the case
     of a wire transfer, shall irrevocably instruct its bank to transfer to) the
     DARTS Paying Agent  sufficient funds to redeem the DARTS to be redeemed and
     shall give the DARTS Paying Agent  irrevocable  instructions  to apply such
     funds and, if applicable, the income and proceeds therefrom, to the payment
     of the redemption  price upon surrender of the  certificate  therefor.  The
     Trust may direct the DARTS Paying Agent to invest any such available  funds
     in Short-Term  Money Market  Instruments  provided that the proceeds of any
     such investment will be available in The City of New York at the opening of
     business on such redemption  date. All such funds (to the extent  necessary
     to pay the full amount of the redemption  price) shall be held in trust for
     the benefit of the Holders.

          (v) If the Trust  shall  have  given or caused to be given a Notice of
     Redemption as aforesaid,  shall have  irrevocably  deposited with the DARTS
     Paying Agent a sum  sufficient  to redeem the DARTS as to which such Notice
     of  Redemption  was given  and shall  have  given  the DARTS  Paying  Agent
     irrevocable  instructions  and authority to pay the redemption price to the
     Holders of such  shares,  then on the date of such  deposit (or, if no such
     deposit shall have been made, then on the date fixed for redemption, unless
     the Trust shall have defaulted in making payment of the redemption  price),
     all rights of the  Holders of such shares by reason of their  ownership  of
     such shares  (except their right to receive the  redemption  price thereof,
     but without  interest) shall terminate,  and such shares shall no longer be
     deemed  outstanding  for  any  purpose,   including,   without  limitation,
     calculation of the Eligible Asset Coverage Amount or the Dividend  Coverage
     Amount or the right of the  Holders of such shares to vote on any matter or
     to  participate  in any subsequent  Auctions.  In addition,  subject to the


                                       49
<PAGE>

     exception provided in the next sentence,  any DARTS as to which a Notice of
     Redemption  has  been  given  by  the  Trust  shall  be  deemed  to be  not
     outstanding  (as defined in Section  6.9(a)(xi)  below) for purposes of any
     Auction held  subsequent to the date of such Notice of  Redemption.  In the
     case of a  mandatory  redemption  in part of the Series A DARTS or Series B
     DARTS,  the shares that are being  redeemed  shall remain  outstanding  for
     purposes  of  any  Auction,  notwithstanding  the  giving  of a  Notice  of
     Redemption,  until such shares are deemed to be not outstanding as provided
     in the first  sentence of this  clause (v).  The Trust shall be entitled to
     receive, from time to time, from the DARTS Paying Agent the income, if any,
     derived from the investment of monies and/or other assets deposited with it
     (to the extent that such income is not required to pay the redemption price
     of the shares to be  redeemed),  and the  Holders of shares to be  redeemed
     shall  have no claim to any such  income.  In case the Holder of any shares
     called for redemption  shall not claim the redemption  price for his shares
     within two years after the  redemption  date, the DARTS Paying Agent shall,
     upon demand, pay over to the Trust such amount remaining on deposit and the
     DARTS Paying Agent shall thereupon be relieved of all responsibility to the
     Holder with respect to such shares,  and such Holder shall  thereafter look
     only to the Trust for payment of the redemption price of such shares.

          (vi)  Except  as set  forth  in  this  Section  6.6  with  respect  to
     redemptions  and subject to the provisions of Section  6.6(c)(i)  above and
     the 1940 Act,  nothing  contained herein shall limit any legal right of the
     Trust to purchase or otherwise  acquire any DARTS  outside of an Auction at
     any price,  whether higher or lower than the redemption price, in privately
     negotiated transactions or in the over-the-counter market or otherwise.

          (vii) DARTS that have been redeemed,  purchased or otherwise  acquired
     by the Trust may not be reissued.

          (viii)  From and  after the  occurrence  of any  event  requiring  the
     redemption of DARTS  pursuant to Section  6.6(b) above,  and for so long as
     any DARTS are subject to mandatory  redemption  as provided in such Section
     6.6(b),  the Trust shall not reinvest  the proceeds of any assets  received
     prior  to the  mandatory  redemption  date for any such  shares  except  in
     Short-Term Money Market Instruments with maturity dates not later than noon
     on the Business Day immediately  preceding such mandatory  redemption date;
     provided  that the  foregoing  restrictions  shall not be applicable to any
     reinvestment of proceeds if, after giving effect  thereto,  the Trust would
     have  sufficient  monies to redeem  all of the DARTS  that are  subject  to
     redemption on such mandatory redemption date.

          (ix) Solely for the purpose of  determining  the number of DARTS to be
     stated in a Notice of  Redemption  as subject to a  mandatory  or  optional
     redemption, the amount of funds legally available for such redemption shall
     be determined as of the date of such Notice of Redemption.


                                       50
<PAGE>

          (x) In the  event  that  the  Trust  shall  have  given  a  Notice  of
     Redemption  with  respect  to any  shares  of the DARTS and the sale of any
     Eligible  Assets  with a  Discount  Factor of greater  than 1.000  shall be
     necessary  to provide  sufficient  monies to redeem all such  shares on the
     redemption date, the Trust shall sell or otherwise  liquidate such asset as
     soon as reasonably  practicable  following the date on which such Notice of
     Redemption is given and shall take all reasonable  steps to ensure that all
     such sales or other  liquidations  are effected no later than 30 days after
     such date.

          (xi) The Trust shall not give a Notice of  Redemption  with respect to
     an  optional  redemption  unless at the time of giving of such  notice  the
     Trust shall in good faith  believe  that it will have  sufficient  funds to
     effect the  redemption of all of the DARTS to be redeemed  pursuant to such
     notice.

Section 6.7.      Voting Rights.

     (a) General.  Except as otherwise  provided by law and as specified by this
Section  6.7,  the  Holders of DARTS  shall have equal  voting  rights  with the
holders  of Common  Shares and shall be  entitled  to one vote for each share on
each matter  submitted to a vote of the  shareholders of the Trust. For purposes
of  determining  any right of the  Holders to vote on any matter,  whether  such
right is created by the  Declaration or these By-Laws,  or otherwise,  no Holder
shall  be  entitled  to vote and no share of the  DARTS  shall be  deemed  to be
"outstanding"  for the  purpose  of voting or  determining  the number of shares
required to constitute a quorum,  if prior to or  concurrently  with the time of
determination of shares entitled to vote or shares deemed outstanding for quorum
purposes, as the case may be, sufficient funds for the redemption of such shares
have been  deposited  in trust with the DARTS  Paying Agent for that purpose and
the requisite  Notice of Redemption  with respect to such shares shall have been
given as provided in Section 6.6(c)(ii) above.

     (b) Class Voting. The holders of Common Shares and the Holders of the DARTS
shall vote together as a single class except as  hereinafter  provided or to the
extent otherwise required by the 1940 Act or the Declaration.

          (i) So  long  as  any  of  the  DARTS  are  outstanding,  without  the
     affirmative vote of (x) the Holders of at least a majority of the shares of
     the DARTS then  outstanding  and (y) the  holders of at least a majority of
     the Common Shares then  outstanding,  each voting as a separate class,  the
     Trust shall not approve any action  requiring a vote of security holders as
     provided in Section 13(a) of the 1940 Act.

          (ii) The Trust may be  voluntarily  liquidated,  dissolved or wound up
     when and as  authorized  at any  meeting  of  shareholders  called  for the
     purpose,  by the vote of (x) the  Holders  of at least 67% of the shares of
     the  DARTS  then  outstanding  and (y) the  holders  of at least 67% of the
     Common Shares then  outstanding,  each voting as a separate class provided,
     however,  if such  termination  is  recommended  by two-thirds of the total
     number of Trustees then in office,  the vote of (x) the Holders of at least


                                       51
<PAGE>

     a majority of the shares of the DARTS then  outstanding and (y) the holders
     of at least a majority of the Common Shares then  outstanding,  each voting
     as a separate class shall be sufficient authorization.

          (iii) The Trust may merge or consolidate  with any other  corporation,
     association,  trust or other  organization,  or may sell, lease or exchange
     all or substantially all of its assets,  including its good will, upon such
     terms  and  conditions  and  for  such  consideration,  and  thereafter  be
     terminated,  when and as authorized at any meeting of  shareholders  called
     for the  purpose,  by the vote of (x) the  Holders  of at least  67% of the
     shares of the DARTS then outstanding and (y) the holders of at least 67% of
     the  Common  Shares  then  outstanding,  each  voting as a  separate  class
     provided,  however, if such termination is recommended by two-thirds of the
     total number of Trustees then in office,  the vote of (x) the Holders of at
     least a majority  of the shares of the DARTS then  outstanding  and (y) the
     holders of at least a majority of the Common Shares then outstanding,  each
     voting as a separate class, shall be sufficient authorization.

          (iv) The Trust may be  converted  from a  "closed-end  company"  to an
     "open-end  company" as those terms are defined in the 1940 Act, when and as
     authorized at any meeting of  shareholders  called for the purpose,  by the
     vote of (x) the  Holders  of at least 75% of the  shares of the DARTS  then
     outstanding  and (y) the holders of at least 75% of the Common  Shares then
     outstanding,  each voting as a separate class  provided,  however,  if such
     conversion  is  recommended  by  two-thirds of the total number of Trustees
     then in office,  the vote of (x) the  Holders of at least a majority of the
     shares of the DARTS  then  outstanding  and (y) the  holders  of at least a
     majority of the Common Shares then  outstanding,  each voting as a separate
     class, shall be sufficient authorization.

          (v) So long as any of the DARTS are  outstanding,  the Trust shall not
     take any action  adversely  affecting either the DARTS or the Common Shares
     without the  affirmative  vote of the Holders of at least a majority of the
     shares of DARTS  outstanding,  voting separately as a class, or the holders
     of at least a  majority  of the  Common  Shares  then  outstanding,  voting
     separately as a class, as the case may be.

          (vi)  So  long  as any of  the  DARTS  are  outstanding,  without  the
     affirmative vote of the Holders of at least a majority of the shares of the
     DARTS then  outstanding,  voting separately as a class, the Trust shall not
     amend,  alter or  repeal  any of the  preferences,  rights or powers of the
     Holders  of  the  DARTS  so as to  affect  materially  and  adversely  such
     preferences, rights or powers, or issue any additional series of DARTS.

          (vii)  Without the  affirmative  vote of (x) the Holders of at least a
     majority of the shares of the DARTS then outstanding and (y) the holders of
     at least a majority of the Common Shares then outstanding, each voting as a


                                       52
<PAGE>

     separate  class,  the Trust may not declare itself  insolvent in a judicial
     proceeding or file for bankruptcy under applicable federal or state laws.

     (c) Election of Trustees; Right to Elect Majority of Board of Trustees.

          (i) At any meeting of  shareholders of the Trust at which Trustees are
     to be elected,  the  Holders of the DARTS,  voting  separately  as a single
     class, shall be entitled to elect two members of the Board of Trustees, and
     the holders of the Common  Shares,  voting  separately  as a single  class,
     shall be entitled to elect the remaining  members of the Board of Trustees.
     If at any time, however,  dividends on any Series A DARTS or Series B DARTS
     shall be unpaid in an amount equal to two full years'  dividends,  then the
     number of Trustees  constituting the Board of Trustees shall  automatically
     be increased by the smallest  number such that, when added to the number of
     Trustees then  constituting the Board of Trustees,  the incumbent  Trustees
     then  elected  solely  by the  Holders  of the DARTS  plus such  additional
     Trustees shall  constitute a majority of such increased number of Trustees;
     and at a special meeting of shareholders, which shall be called and held as
     provided in Section 6.7(d) below,  and at all subsequent  meetings at which
     Trustees are to be elected,  the Holders of the Series A DARTS and Series B
     DARTS,  by  majority  vote,  voting  separately  as a single  class (to the
     exclusion  of the holders of all other  Series and classes of shares of the
     Trust),  shall be  entitled  to elect such  smallest  number of  additional
     Trustees of the Trust who will constitute a majority of the total number of
     Trustees of the Trust as so  increased.  The terms of office of the persons
     who are Trustees at the time of that election shall continue.  If the Trust
     thereafter  shall pay,  or declare and set apart for  payment,  in full all
     dividends payable on all outstanding  Series A DARTS and Series B DARTS for
     all past Dividend Periods for each such series, the voting rights stated in
     the preceding  sentence shall cease,  and the terms of office of all of the
     additional  Trustees elected by the Holders of the DARTS (but not the terms
     of the two incumbent  Trustees  elected by the Holders of the DARTS and the
     remaining  incumbent Trustees elected by the Common Shares) shall terminate
     automatically, subject to the revesting of the rights of the Holders of the
     DARTS as provided in the second  sentence of this paragraph in the event of
     any subsequent arrearage in the payment of two full years' dividends on the
     shares of the Series A DARTS or Series B DARTS.

          (ii) Any vacancy in the office of any Trustees  elected by the Holders
     of the DARTS  may be  filled by the  remaining  Trustees  (or  Trustee)  so
     elected  or,  if not  so  filled,  by the  Holders  of  the  DARTS,  voting
     separately  as a single  class,  at any  meeting  of  shareholders  for the
     election  of  Trustees  held  thereafter.  Any vacancy in the office of any
     Trustees  elected by the holders of the Common  Shares may be filled by the
     remaining  Trustees  (or  Trustee) so elected or, if not so filled,  by the
     Holders of the Common Shares,  voting  separately as a single class, at any
     meeting of  shareholders  for the  election  of Trustees  held  thereafter.
     Unless as otherwise  provided in the Declaration,  a Trustee elected by the
     Holders of the DARTS may be  removed  with or  without  cause,  but only by
     action  taken by the  Holders  of at least a  majority  of the  outstanding
     DARTS.  Unless as otherwise provided in the Declaration,  a Trustee elected


                                       53
<PAGE>

     by the  holders of the Common  Shares may be removed  but only for cause by
     action  taken by the  holders  of at least  75% of the  outstanding  Common
     Shares;  provided,  however,  that if such  termination  is  recommended by
     two-thirds  of the total number of Trustees  then in office  elected by the
     holders  of the  Common  Shares,  the  vote of the  holders  of at  least a
     majority  of  the  Common  Shares  then  outstanding  shall  be  sufficient
     authorization.

     (d) Voting Procedures.

     As soon as  practicable  after the  accrual of any right of the  Holders to
elect  Trustees at a special  meeting of  shareholders  as  described in Section
6.7(c),  the Trust  shall  call or cause to be called  such  special  meeting by
mailing or causing to be mailed a notice of such special  meeting to the Holders
upon not less  than 10 nor more  than 45 days  prior to the date  fixed  for the
meeting.  If the Trust does not call or cause to be called such special meeting,
it may be called by any Holder on like notice.  The record date for  determining
the Holders entitled to notice of and to vote at such meeting shall be the close
of business on the fifth  Business Day preceding the day on which such notice is
mailed.  The  Holders of a majority  of the DARTS then  outstanding;  present in
person or by proxy,  will  constitute  a quorum for the  election of  additional
Trustees. At any such meeting or adjournment thereof in the absence of a quorum,
a majority of the Holders  present in person or by proxy shall have the power to
adjourn  the-meeting  for the election of additional  Trustees  without  notice,
other than an  announcement  at the  meeting,  until a quorum is  present,  and,
subject to Section 6.7(b) above, to take any other action as shall properly come
before  such  meeting.  If the right to elect  additional  Trustees  shall  have
terminated  as  provided  in Section  6.7(c)  above  after the notice of special
meeting  provided  for in this  Section  6.7(d)  has been  given but  before the
special  meeting shall have been held,  the Trust shall,  as soon as practicable
after such  termination,  mail or cause to be mailed to the  Holders a notice of
cancellation of such special meeting.

     Section 6.8. Other  Restrictions.  The Trust may not (i) enter into reverse
repurchase  agreements,  (ii) purchase or sell  financial  futures  contracts or
options  on  futures  contracts,  (iii) make  short  sales of  securities,  (iv)
overdraw  any bank  account  (except as may be  necessary  for the  clearance of
security  transactions),  or (v) borrow  money or issue  senior  securities  (as
defined in the 1940 Act) other than the DARTS,  unless in each case the relevant
Rating  Agency has advised the Trust in writing  that any such action  would not
adversely affect the  then-current  rating of the DARTS and that any such action
will be in accordance with guidelines established by the relevant Rating Agency.

     Section 6.9. Auction Procedures.

          (a) Certain Definitions. Capitalized terms not defined in this Section
     6.9 shall have the  respective  meanings  specified  in Section 6.1 through
     Section 6.8 above.  As used in this Section 6.9, the following  terms shall
     have the following meanings, unless the context otherwise requires, and all
     defined terms,  unless the context otherwise  requires,  shall be deemed to
     relate to either Series A DARTS or Series B DARTS, as the case may be:


                                       54
<PAGE>

               (i) "Agent Member" means the member of the Securities  Depository
          that will act on behalf of a Bidder and is  identified as such in such
          Bidder's Purchaser's Letter.

               (ii) "Auction" means the periodic operation of the procedures set
          forth in this Section 6.9.

               (iii) "Auction Date" means the Business Day immediately preceding
          a Dividend Payment Date.

               (iv)  "Available  DARTS"  has the  meaning  specified  in Section
          6.9(d)(i) below.

               (v) "Bid" has the meaning specified in Section 6.9(b)(i) below.

               (vi)  "Bidder"  has the meaning  specified  in Section  6.9(b)(i)
          below.

               (vii)  "Broker-Dealer"  means any broker-dealer,  or other entity
          permitted by law to perform the functions  required of a Broker-Dealer
          in this Section  6.9,  that is a member of, or a  participant  in, the
          Securities  Depository,  that has been  selected by the Trust and that
          has entered into a Broker Dealer Agreement with the Trust Company that
          remains effective.

               (viii)  "Broker-Dealer  Agreement" means an agreement between the
          Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer
          agrees to follow the procedures specified in this Section 6.9.

               (ix) "DARTS"  means the Series A DARTS or the Series B DARTS,  as
          the case may be.

               (x)  "Existing  Holder",  when used with respect to shares of the
          DARTS,  means a Person who has  executed a  Purchaser's  Letter and is
          listed  as the  beneficial  owner of such  shares  of the DARTS in the
          records of the Trust Company.

               (xi) "Hold Order" has the meaning  specified in Section 6.9(b)(i)
          below.

               (xii) "Maximum  Applicable  Rate" for the first Auction means the
          percentage  of  the  60-day  "AA"  Composite   Commercial  Paper  Rate
          specified  in  Column I below  based on the  Prevailing  Rating of the
          DARTS  in  effect  at  the  close  of  business  on the  Business  Day
          immediately  preceding such Auction Date. The Maximum  Applicable Rate
          for any  subsequent  Auction  means (A) the  higher of the  Applicable
          Percentage  or the  Applicable  Spread of the  60-day  "AA"  Composite
          Commercial  Paper  Rate  specified  in  Column  I if  the  immediately


                                       55
<PAGE>

          preceding  Auction  resulted  in an  Applicable  Rate  lower  than the
          percentage  of  the  60-day  "AA"  Composite   Commercial  Paper  Rate
          specified in Column I, or (B) the Applicable  Percentage or Applicable
          Spread of the 60-day "AA" Composite Commercial Paper Rate specified in
          Column II below if the immediately  preceding  Auction  resulted in an
          Applicable  Rate equal to or higher than the  percentage of the 60-day
          "AA" Composite  Commercial  Paper Rate specified in Column I but lower
          than the percentage of the 60-day "AA" Composite Commercial Paper Rate
          specified in Column II, or (C) the Applicable Percentage or Applicable
          Spread of the 60-day "AA" Composite Commercial Paper Rate specified in
          Column III below if the immediately  preceding  Auction resulted in an
          Applicable  Rate equal to or higher than the  percentage of the 60-day
          "AA" Composite  Commercial  Paper Rate specified in Column II, in each
          case based on the  Prevailing  Rating on the DARTS on the Business Day
          immediately preceding the Auction Date:

<TABLE>
<CAPTION>
                                                      Applicable Percentages or Spreads
                               ------------------------------------------------------------------------------
<S>                            <C>              <C>      <C>              <C>      <C>              <C>
          Prevailing Rating               I                         II                        III
                               --------------   ------   --------------   ------   --------------   ------
                                 Percentage     Spread     Percentage     Spread     Percentage     Spread
                               --------------   ------   --------------   ------   --------------   ------
          "AA"/"aa" or above        110%        110bp         120%         120bp        130%         130bp
          "A"/"a"                   120%        120bp         130%         130bp        145%         145bp
          "BBB"/"baa"               130%        130bp         145%         145bp        175%         175bp
          Below "BBB"/"baa          200%        200bp         200%         200bp        200%         200bp
          (includes) no
          rating
</TABLE>

For purposes of this definition,  the "Prevailing  Rating" of DARTS shall be (i)
"AA"/"aa"  or Above if the DARTS have a rating of "AA-" or better by  Standard &
Poor's or "aa3" or better by  Moody's,  or the  equivalent  of either or both of
such ratings by such agencies or a substitute rating agency or substitute rating
agencies  selected as  provided  below,  (ii) if not  "AA"/"aa"  or Above,  then
"A"/"a"  if the DARTS  have a rating of "A-" or better by  Standard  & Poor's or
"a3" or better by Moody's or the equivalent of either or both of such ratings by
such  agencies or a  substitute  rating  agency or  substitute  rating  agencies
selected as provided  below,  (iii) if not  "AA"/"aa" or Above or "A"/"a,"  then
"BBB"/"baa"  if the DARTS have a rating of "BBB-" or better by Standard & Poor's
or  "baa3"  or better by  Moody's  or the  equivalent  of either or both of such
ratings by such  agencies or a substitute  rating  agency or  substitute  rating
agencies selected as provided below, (iv) if not "AA"/"aa" or Above,  "A"/"a" or
"BBB"/"baa," then Below "BBB"/"baa".  The Trust shall take all reasonable action
necessary  to enable  Standard & Poor's and  Moody's to provide a rating for the
DARTS.  If  either  Standard  & Poor's or  Moody's  shall not make such a rating
available,  or neither  Standard & Poor's nor  Moody's  shall make such a rating
available,  the Trust,  Salomon  Brothers  Inc or its  successor  shall select a
nationally  recognized  statistical rating organization (as that term is used in
the rules and  regulations of the Securities and Exchange  Commission  under the
Securities  Exchange  Act of 1934,  as  amended)  or two  nationally  recognized
statistical  rating   organizations  to  act  as  substitute  rating  agency  or
substitute  rating  agencies,  as the case may be, and the Trust  shall take all
reasonable  action to enable such Rating Agency or rating  agencies to provide a
rating or ratings for the DARTS.


                                       56
<PAGE>

Unless the context otherwise  requires,  "Maximum Applicable Rate," when used in
this Section 6.9, means the Maximum Applicable Rate on the Auction Date.

          (xiii) "Minimum Applicable Rate" for any Auction Date means 59% of the
     60-day "AA" Composite Commercial Paper Rate in effect on such Auction Date.

          (xiv) "Order" has the meaning specified in Section 6.9(b)(i) below.

          (xv) "Outstanding",  with respect to the DARTS, means, as of any date,
     the DARTS theretofore issued by the Trust except, without duplication,  (A)
     any DARTS  theretofore  cancelled  or  delivered  to the Trust  Company for
     cancellation,  or redeemed by the Trust,  (B) except as provided in Section
     6.6(c)(v)  above, any of the DARTS as to which a Notice of Redemption shall
     have been given by the  Trust,  (C) any DARTS held by the Trust and (D) any
     DARTS represented by any certificate in lieu of which a new certificate has
     been executed and delivered by the Trust.

          (xvi)  "Person" means and includes an  individual,  a  partnership,  a
     corporation,  a trust, an  unincorporated  association,  a joint venture or
     other entity or a government or an agency or political subdivision thereof.

          (xvii)  "Potential  Holder"  means any Person,  including any Existing
     Holder, (A) who shall have executed a Purchaser's Letter and (B) who may be
     interested  in  acquiring  DARTS (or,  in the case of an  Existing  Holder,
     additional DARTS).

          (xviii)   "Purchaser's  Letter"  means  a  master  purchaser's  letter
     addressed to the Trust,  the Trust Company and a  Broker-Dealer  in which a
     Person agrees, among other things, to offer to purchase, purchase, offer to
     sell and/or sell the DARTS as set forth in this Section 6.9.

          (xix)  "Securities  Depository" means The Depository Trust Company and
     its successors and assigns, or any other securities  depository selected by
     the Trust that agrees to follow the  procedures  required to be followed by
     such securities depository in connection with the DARTS.

          (xx)  "Sell  Order" has the  meaning  specified  in Section  6.9(b)(i)
     below.

          (xxi)  "Submission  Deadline" means 12:30 P.M., New York City time, on
     any  Auction  Date  or  such  other  time  on any  Auction  Date  by  which
     Broker-Dealers  are required to submit  Orders to the Trust Company as from
     time to time specified by the Trust Company, with the consent of the Trust,
     which consent shall not be unreasonably withheld.

          (xxii)  "Submitted Bid" has the meaning specified in Section 6.9(d)(i)
     below.


                                       57
<PAGE>

          (xxiii)  "Submitted  Hold Order" has the meaning  specified in Section
     6.9(d)(i) below.

          (xxiv)  "Submitted  Order" has the meaning specified in Section 6.9(d)
     (i) below.

          (xxv)  "Submitted  Sell  Order" has the meaning  specified  in Section
     6.9(d)(i) below.

          (xxvi) "Sufficient Clearing Bids" has the meaning specified in Section
     6.9(d)(i) below.

          (xxvii) "Winning Bid Rate" has the meaning specified in Section 6.9(d)
     (i) below.

     (b) Orders by Existing Holders and Potential Holders.

          (i) On or prior to the Submission Deadline on each Auction Date:

               (A)  each   Existing   Holder  may  submit  to  a   Broker-Dealer
          information as to:

                    (1) the number of Outstanding  shares,  if any, of the DARTS
               held by such Existing  Holder which such Existing  Holder desires
               to continue to hold without regard to the Applicable Rate for the
               next succeeding Dividend Period;

                    (2) the number of Outstanding  shares,  if any, of the DARTS
               held by such Existing  Holder which such Existing  Holder desires
               to continue to hold,  provided that the  Applicable  Rate for the
               next  succeeding  Dividend Period shall not be less than the rate
               per annum specified by such Existing Holder; and/or

                    (3) the number of Outstanding  shares,  if any, of the DARTS
               held by such Existing Holder which such Existing Holder offers to
               sell  without  regard  to  the  Applicable   Rate  for  the  next
               succeeding Dividend Period; and

               (B) each  Broker-Dealer,  using a list of Potential  Holders that
          shall  be  maintained  by such  Broker-Dealer  in good  faith  for the
          purpose of conducting a competitive  Auction,  shall contact Potential
          Holders,  including Persons who are not Existing Holders, on such list
          to determine the number of  Outstanding  shares,  if any, of the DARTS
          which each such Potential Holder offers to purchase, provided that the
          Applicable Rate for the next  succeeding  Dividend Period shall not be
          less than the rate per annum specified by such Potential Holder.



                                       58
<PAGE>

For the purposes hereof, the communication to a Broker-Dealer of the information
referred to in clause (A) or (B) of this Section 6.9(b)(i) is hereinafter
referred to as an "Order" and each Existing Holder and each Potential Holder
placing an Order is hereinafter referred to as a "Bidder"; an Order containing
the information referred to in clause (A)(1) of this Section 6.9(b)(i) is
hereinafter referred to as a "Hold Order"; an Order containing the information
referred to in clause (A)(2) or (B) of this Section 6.9(b)(i) is hereinafter
referred to as a "Bid"; and an Order containing the information referred to in
clause (A)(3) of this Section 6.9(b)(i) is hereinafter referred to as a "Sell
Order".

               (ii) As a condition to participating in any Auction, each
          prospective purchaser of the DARTS shall be required to sign and
          deliver two copies to the Trust Company, and one copy to a
          Broker-Dealer, of a Purchaser's Letter, in which such prospective
          purchaser will agree, among other things, that:

                    (A) A Bid by an Existing Holder shall constitute an
               irrevocable offer to sell:

                         (1) the number of Outstanding shares of the DARTS
                    specified in such Bid if the Applicable Rate determined on
                    such Auction Date shall be less than the rate specified in
                    such Bid; or

                         (2)  such  specified  number  or  a  lesser  number  of
                    Outstanding  shares of the DARTS  determined as set forth in
                    Section  6.9(e)(i) (D) if the Applicable  Rate determined on
                    such  Auction  Date shall be equal to the rate  specified in
                    such Bid; or

                         (3) such  number  or a  lesser  number  of  Outstanding
                    shares of the DARTS to be determined as set forth in Section
                    6.9(e)(ii)(C)  if the rate  specified  in such Bid  shall be
                    higher  than the  Maximum  Applicable  Rate  and  Sufficient
                    Clearing Bids do not exist.

                    (B) A Sell order by an Existing  Holder shall  constitute an
               irrevocable offer to sell:

                         (1) the  number  of  Outstanding  shares  of the  DARTS
                    specified in such Sell Order; or

                         (2) such number or lesser number of Outstanding  shares
                    of the  DARTS  as set  forth  in  Section  6.9(e)(ii)(C)  if
                    Sufficient Clearing Bids do not exist.

                    (C)  A  Bid  by  a  Potential  Holder  shall  constitute  an
               irrevocable offer to purchase:

                         (1) the  number  of  Outstanding  shares  of the  DARTS
                    specified in such Bid if the Applicable  Rate  determined on
                    such Auction Date shall be higher than the rate specified in
                    such Bid; or


                                       59
<PAGE>

                         (2)  such   specified   number  or  lesser   number  of
                    Outstanding  shares  of the  DARTS as set  forth in  Section
                    6.9(e)(i)(E)  if the  Applicable  Rate  determined  on  such
                    Auction  Date shall be equal to the rate  specified  in such
                    Bid.

     (c) Submission of Orders by Broker-Dealers to Trust Company.

          (i) Each  Broker-Dealer  shall submit in writing to the Trust  Company
     prior to the Submission  Deadline on each Auction Date all Orders  obtained
     by such  Broker-Dealer for the Auction to be conducted on such Auction Date
     and shall specify with respect to each Order:

               (A) the name of the Bidder placing such Order;

               (B) the aggregate number of Outstanding  shares of the DARTS that
          are the subject of such Order;

               (C) to the extent that such Bidder is an Existing Holder:

                    (1) the number of Outstanding  shares,  if any, of the DARTS
               subject to any Hold Order placed by such Existing Holder;

                    (2) the number of Outstanding  shares,  if any, of the DARTS
               subject  to any Bid placed by such  Existing  Holder and the rate
               specified in such Bid; and

                    (3) the number of Outstanding  shares,  if any, of the DARTS
               subject to any Sell Order placed by such Existing Holder; and

               (D) to the extent  that such Bidder is a  Potential  Holder,  the
          rate and number of shares specified in such Potential Holder's Bid.

          (ii) If any rate  specified in any Bid contains more than three digits
     to the right of the decimal point,  the Trust Company shall round such rate
     up to the next highest one thousandth (.001) of 1%.

          (iii) If an Order or Orders covering all of the Outstanding  shares of
     the DARTS held by an Existing  Holder is not submitted to the Trust Company
     prior to the Submission Deadline, the Trust Company shall deem a Hold Order
     to have been  submitted  on behalf of such  Existing  Holder  covering  the
     number of Outstanding  shares of the DARTS held by such Existing Holder and
     not subject to Orders submitted to the Trust Company.

          (iv) If one or more  Orders  covering in the  aggregate  more than the
     number of  Outstanding  shares of the DARTS held by an Existing  Holder are
     submitted to the Trust  Company,  such Order or Orders shall be  considered
     valid as follows and in the following order of priority:



                                       60
<PAGE>

               (A) any Hold Orders  submitted on behalf of such Existing  Holder
          shall  be  considered   valid  up  to  and  including  the  number  of
          Outstanding DARTS held by such Existing Holder;  provided that if more
          than one Hold Order is submitted on behalf of such Existing Holder and
          the number of DARTS subject to such Hold Orders  exceeds the number of
          Outstanding  DARTS held by such Existing  Holder,  the number of DARTS
          subject to such Hold  Orders  shall be  reduced  pro rata so that such
          Hold Orders shall cover the number of Outstanding  shares of the DARTS
          held by such Existing Holder;

               (B) (1) any Bid shall be considered valid up to and including the
          excess of the number of  Outstanding  shares of the DARTS held by such
          Existing Holder over the number of shares of the DARTS subject to Hold
          Orders referred to in Section 6.9(c)(iv)(A);

                    (2)  subject to  subclause  (1) above,  if more than one Bid
          with the same rate is submitted on behalf of such Existing  Holder and
          the number of Outstanding  shares of the DARTS subject to such Bids is
          greater than such excess, the number of shares of the DARTS subject to
          such Bids shall be reduced  pro rata so that such Bids shall cover the
          number of shares of the DARTS equal to such excess;

                    (3)  subject to  subclause  (1) above,  if more than one Bid
          with different  rates is submitted on behalf of such Existing  Holder,
          such Bids shall be considered  valid in the  ascending  order of their
          respective  rates and in any such event the  number,  if any,  of such
          Outstanding  shares  subject to Bids not valid  under this  clause (B)
          shall be treated as the subject of a Bid by a Potential Holder; and

               (C) any Sell Order shall be considered  valid up to and including
          the  excess of the number of  Outstanding  shares of the DARTS held by
          such Existing Holder over the number of shares of the DARTS subject to
          Hold Orders referred to in Section  6.9(c)(iv)(A) and Bids referred to
          in Section 6.9(c)(iv)(B).

          (v) If more  than one Bid is  submitted  on  behalf  of any  Potential
     Holder,  each Bid  submitted  shall be a separate Bid with the rate and the
     number of shares of the DARTS therein specified.

          (vi) If any  rate  specified  in any Bid is  lower  than  the  Minimum
     Applicable  Rate in effect on the Auction  Date to which such Bid  relates,
     such Bid  shall  be  deemed  to be a Bid  specifying  a rate  equal to such
     Minimum Applicable Rate.

     (d)  Determination  of  Sufficient  Clearing  Bids,  Winning  Bid  Rate and
Applicable Rate.


                                       61
<PAGE>

          (i) The Trust  Company  shall  assemble all valid Orders  submitted or
     deemed submitted to it by the Broker-Dealers  (each such Order as submitted
     or deemed  submitted  by a  Broker-Dealer  being  hereinafter  referred  to
     individually as a "Submitted Hold Order", a "Submitted Bid" or a "Submitted
     Sell  Order",  as the case may be, or as a  "Submitted  Order")  and shall,
     after the Submission Deadline on each Auction Date, determine:

               (A) the excess of the total number of  Outstanding  shares of the
          DARTS over the number of Outstanding  shares of the DARTS that are the
          subject of  Submitted  Hold  Orders  (such  excess  being  hereinafter
          referred to as the "Available DARTS");

               (B) from the Submitted Orders whether:

                    (1) the number of  Outstanding  shares of the DARTS that are
               the subject of Submitted Bids by Potential Holders specifying one
               or more rates equal to or lower than the Maximum  Applicable Rate
               exceeds or is equal to:

                    (2) the sum of (x) the number of  Outstanding  shares of the
               DARTS that are the subject of Submitted Bids by Existing  Holders
               specifying  one or more rates higher than the Maximum  Applicable
               Rate and (y) the number of  Outstanding  shares of the DARTS that
               are the subject of Submitted  Sell Orders (if such excess or such
               equality  exists (other than because the numbers of shares of the
               DARTS in  subclauses  (x) and (y) above are each zero because all
               of the  outstanding  shares  of the  DARTS  are  the  subject  of
               Submitted  Hold  Orders),  such  Submitted  Bids in subclause (1)
               above being  hereinafter  referred to collectively as "Sufficient
               Clearing Bids"); and

               (C) if Sufficient  Clearing Bids exist, the lowest rate specified
          in the Submitted Bids (the "Winning Bid Rate") that, if:

                    (1) each Submitted Bid from Existing Holders specifying such
               lowest rate and all other  Submitted  Bids from Existing  Holders
               specifying  lower  rates  were  rejected,   thus  entitling  such
               Existing Holders to continue to hold the shares of the DARTS that
               are the subject of such Submitted Bids, and

                    (2) each  Submitted Bid from  Potential  Holders  specifying
               such  lowest  rate and all other  Submitted  Bids from  Potential
               Holders specifying lower rates were accepted, thus requiring such
               Potential  Holders to  purchase  the shares of the DARTS that are
               the subject of such Submitted Bids,



                                       62
<PAGE>

          would  result in the number of shares  subject to all  Submitted  Bids
          specifying  such  lowest  rate or such lower rates being not less than
          the Available DARTS.

          (ii)  Promptly  after the Trust  Company  has made the  determinations
     pursuant  to Section  6.9(d)(i),  the Trust  Company  shall  determine  the
     Applicable Rate for the next succeeding  Dividend Period as follows and the
     Trust Company shall so notify the Trust:

               (A) if Sufficient  Clearing Bids exist,  the Applicable  Rate for
          the next succeeding  Dividend Period shall be equal to the Winning Bid
          Rate so determined;

               (B) if Sufficient  Clearing Bids do not exist (other than because
          all of the  Outstanding  DARTS  are  the  subject  of  Submitted  Hold
          Orders),  the Applicable Rate for the next succeeding  Dividend Period
          shall be equal to the Maximum Applicable Rate; or

               (C) if all of the Outstanding  DARTS are the subject of Submitted
          Hold Orders,  the  Applicable  Rate for the next  succeeding  Dividend
          Period shall be equal to the Minimum  Applicable Rate in effect on the
          date of such Auction.

     (e)  Acceptance  and Rejection of Submitted  Bids and Submitted Sell Orders
and Allocation of Shares.

Based on the determinations  made pursuant to Section  6.9(d)(i),  the Submitted
Bids and  Submitted  Sell Orders  shall be  accepted  or rejected  and the Trust
Company shall take such other action as set forth below:

          (i) If  Sufficient  Clearing  Bids  have  been  made,  subject  to the
     provisions of Section  6.9(e)(iii) and Section  6.9(e)(iv),  Submitted Bids
     and  Submitted  Sell Orders shall be accepted or rejected in the  following
     order of  priority  and all  Submitted  Bids to the extent not  accepted as
     provided in this clause (i) shall be rejected:

               (A) the  Submitted  Sell  Orders  of  Existing  Holders  shall be
          accepted  and  the  Submitted  Bid of  each  of the  Existing  Holders
          specifying  any rate that is higher than the Winning Bid Rate shall be
          accepted,  thus  requiring  each  such  Existing  Holder  to sell  the
          Outstanding shares of the DARTS that are the subject of such Submitted
          Sell Order or Submitted Bid;

               (B) the Submitted Bid of each of the Existing Holders  specifying
          any rate that is lower than the  Winning  Bid Rate shall be  rejected,
          thus  entitling  each such  Existing  Holder to  continue  to hold the
          Outstanding shares of the DARTS that are the subject of such Submitted
          Bid;


                                       63
<PAGE>

               (C) the Submitted Bid of each of the Potential Holders specifying
          any rate that is lower than the  Winning  Bid Rate shall be  accepted,
          thus requiring each such Potential  Holder to purchase the Outstanding
          shares of the DARTS that are the subject of such Submitted Bid;

               (D) the Submitted Bid of each of the Existing Holders  specifying
          a rate that is equal to the Winning Bid Rate shall be  rejected,  thus
          entitling   each  such  Existing   Holder  to  continue  to  hold  the
          Outstanding shares of the DARTS that are the subject of such Submitted
          Bid, unless the number of Outstanding shares of the DARTS that are the
          subject of such Submitted Bids shall be greater than the difference in
          number of shares of the DARTS ("remaining shares") equal to the excess
          of the Available  DARTS over the number of shares of the DARTS subject
          to  Submitted  Bids  described  in Section  6.9(e)(i)(B)  and  Section
          6.9(e)(i)(C),  in which event the Submitted Bids of each such Existing
          Holder  shall be  accepted,  and each such  Existing  Holder  shall be
          required  to sell  Outstanding  shares  of the  DARTS,  but only in an
          amount equal to the  difference  between (1) the number of Outstanding
          shares of the DARTS then held by such Existing  Holder subject to such
          Submitted  Bid and (2) the number of shares of the DARTS  obtained  by
          multiplying (x) the number of the remaining  shares by (y) a fraction,
          the  numerator of which shall be the number of  Outstanding  shares of
          the DARTS held by such Existing  Holder  subject to such Submitted Bid
          and  the  denominator  of  which  shall  be the sum of the  number  of
          Outstanding shares of the DARTS subject to such Submitted Bids made by
          all such Existing  Holders that  specified a rate equal to the Winning
          Bid Rate; and

               (E) the Submitted Bid of each of the Potential Holders specifying
          a rate that is equal to the  Winning  Bid Rate shall be  accepted  but
          only in an amount  equal to the  number of  Outstanding  shares of the
          DARTS obtained by multiplying (x) the difference between the Available
          DARTS and the  number of  Outstanding  shares of the DARTS  subject to
          Submitted Bids described in Section 6.9(e)(i)(B), Section 6.9(e)(i)(C)
          and Section  6.9(e)(i)(D)  by (y) a fraction,  the  numerator of which
          shall be the number of Outstanding shares of the DARTS subject to such
          Submitted  Bid and the  denominator  of which  shall be the sum of the
          number of  Outstanding  shares of the DARTS subject to such  Submitted
          Bids made by all such Potential Holders that specified a rate equal to
          the Winning Bid Rate.

          (ii) If  Sufficient  Clearing  Bids  have not been  made  (other  than
     because all of the Outstanding shares of the DARTS are subject to Submitted
     Hold Orders),  subject to the provisions of section 6.9(e)(iii) and Section
     6.9(e)(iv),  Submitted  Orders  shall be accepted or rejected as follows in
     the following  order of priority and all  Submitted  Bids to the extent not
     accepted as provided in this clause (ii) shall be rejected:


                                       64
<PAGE>

               (A) the Submitted Bid of each Existing Holder specifying any rate
          that is equal to or lower than the  Maximum  Applicable  Rate shall be
          rejected,  thus entitling such Existing Holder to continue to hold the
          shares of the DARTS that are the subject of such Submitted Bid;

               (B) the Submitted Bid of each  Potential  Holder  specifying  any
          rate that is equal to or lower than the Maximum  Applicable Rate shall
          be accepted,  thus  requiring  such  Potential  Holder to purchase the
          shares of the DARTS that are the subject of such Submitted Bid; and

               (C) the Submitted Bid of each Existing Holder specifying any rate
          that is higher than the  Maximum  Applicable  Rate shall be  accepted,
          thus  requiring  each such  Existing  Holder  to sell the  Outstanding
          shares of the DARTS that are the subject of such  Submitted  Bid,  and
          the Submitted Sell Order of each Existing Holder shall be accepted, in
          both cases only in an amount equal to the  difference  between (1) the
          number of  Outstanding  shares of the DARTS then held by such Existing
          Holder  subject to such  Submitted Bid or Submitted Sell Order and (2)
          the  number of shares of the DARTS  obtained  by  multiplying  (x) the
          difference  between the Available  DARTS and the  aggregate  number of
          shares of the DARTS  subject to  Submitted  Bids  described in Section
          6.9(e)(ii)(A)  and  Section  6.9(e)(ii)(B)  by  (y)  a  fraction,  the
          numerator  of which shall be the number of  Outstanding  shares of the
          DARTS held by such Existing  Holder  subject to such  Submitted Bid or
          Submitted Sell Order and the  denominator of which shall be the number
          of Outstanding  shares of the DARTS subject to all such Submitted Bids
          and Submitted Sell Orders.

          (iii) If, as a result of the procedure  described in Section 6.9(e)(i)
     and Section  6.9(e)(ii),  any Existing Holder would be entitled or required
     to sell, or any Potential Holder would be entitled or required to purchase,
     a fraction of a share of the DARTS on any Auction  Date,  the Trust Company
     shall, in such manner as, in its sole discretion, it shall determine, round
     up or down the number of shares of the DARTS to be purchased or sold by any
     Existing Holder or Potential Holder on such Auction Date so that the number
     of shares  purchased or sold by each Existing Holder or Potential Holder on
     such Auction Date shall be whole shares of the DARTS.

          (iv) If, as a result of the procedures  described in Section 6.9(e)(i)
     and Section 6.9(e)(ii),  any Potential Holder would be entitled or required
     to purchase less than a whole share of the DARTS on any Auction  Date,  the
     Trust Company shall,  in such manner as, in its sole  discretion,  it shall
     determine,  allocate  shares for purchase among  Potential  Holders so that
     only whole  shares of the DARTS are  purchased  on such Auction Date by any
     Potential  Holder,  even if such allocation  results in one or more of such
     Potential Holders not purchasing shares of the DARTS on such Auction Date.


                                       65
<PAGE>

          (v) Based on the  results of each  Auction,  the Trust  Company  shall
     determine  the  number  of  shares  of the  DARTS to be  purchased  and the
     aggregate number of shares of the DARTS to be sold by Potential Holders and
     Existing Holders on whose behalf each Broker-Dealer  submitted Bids or Sell
     Orders,  and, with respect to each  Broker-Dealer,  to the extent that such
     aggregate  number of shares to be purchased  and such  aggregate  number of
     shares  to be sold  differ,  determine  to  which  other  Broker-Dealer  or
     Broker-Dealers  acting for one or more purchasers such Broker-Dealer  shall
     deliver, or from which other Broker-Dealer or Broker-Dealers acting for one
     or more  sellers  such  Broker-Dealer  shall  receive,  as the case may be,
     Outstanding shares of the DARTS.

          (vi) In no  circumstance  shall an Existing Holder be required to sell
     shares of the DARTS that are subject to a Hold Order  submitted  (or deemed
     to be submitted) by such Existing Holder.

     (f) Miscellaneous.

     The Board of Trustees may interpret  the  provisions of this Section 6.9 to
resolve any  inconsistency  or  ambiguity,  remedy any formal defect or make any
other  change or  modification  that does not  adversely  affect  the  rights of
Existing  Holders of the DARTS, and if such  inconsistency,  ambiguity or formal
defect reflects an inaccurate  provision  hereof,  the Board of Trustees may, in
appropriate circumstances,  authorize the filing of a Certificate of Correction.
An Existing Holder (A) may sell,  transfer or otherwise dispose of shares of the
DARTS only  pursuant to a Bid or Sell Order in  accordance  with the  procedures
described  in this Section 6.9 or to or through a  Broker-Dealer  or to a Person
that has delivered a signed copy of a Purchaser's  Letter to the Trust  Company,
provided that in the case of all transfers  other than pursuant to Auctions such
Existing  Holder or its  Broker-Dealer  or its Agent  Member  advises  the Trust
Company of such transfer,  and (B) shall have the ownership of the shares of the
DARTS held by it maintained in book-entry  form by the Securities  Depository in
the account of its Agent  Member,  which in turn will  maintain  records of such
Existing  Holder's  beneficial  ownership.  Neither the Trust nor any affiliated
person of the Trust (as  defined  under the 1940 Act) shall  submit any Order in
any  Auction.  All of the  Outstanding  shares  of the  Series A DARTS  shall be
represented by-a  certificate and all of the Outstanding  shares of the Series B
DARTS  shall  be  represented  by a  certificate  registered  in the name of the
nominee of the Securities Depository.  Each such certificate shall bear a legend
substantially  to the effect  that  transfer of the shares  represented  by such
certificate is subject to the restrictions  specified in this Section 6.9(f) and
in the Purchaser's Letter.  Neither the Trust nor any of its agents,  including,
without limitation,  the Trust Company, shall have any liability with respect to
the failure of a Potential  Holder,  Existing Holder or Agent Member to deliver,
or to pay for, shares of the DARTS sold or purchased in an Auction or otherwise.

     (g) Headings of Subdivisions.

     The  headings  of the  various  subdivisions  of this  Section  6.9 are for
convenience of reference only and shall not affect the  interpretation of any of
the provisions hereof.



                                       66
<PAGE>

                                  ARTICLE VII

                             Terms of Common Shares

     Section 7.1. Designation.  A class of common shares of beneficial interest,
without par value, is hereby designated "Common Shares" (the "Common Shares").

     Section 7.2. Common Shares.

          (i) The Common  Shares  shall rank junior to the DARTS with respect to
     payment of dividends and  distributions  on liquidation or dissolution  and
     shall  have such  other  qualifications,  limitations  or  restrictions  as
     provided in Article VI.

          (ii) Except as  otherwise  provided by law and Article VI, the holders
     of the Common  Shares  shall be entitled to one vote for each share on each
     matter submitted to a vote of the shareholders of the Trust. The holders of
     the Common  Shares and the  Holders of the DARTS  shall vote  together as a
     single  class  except as  hereinafter  provided or to the extent  otherwise
     required by the 1940 Act or the Declaration.

                    (A) So long as any of the DARTS are outstanding, without the
               affirmative vote of (x) the Holders of at least a majority of the
               shares of the DARTS then  outstanding  and (y) the  holders of at
               least a majority  of the Common  Shares  then  outstanding,  each
               voting as a  separate  class,  the Trust  shall not  approve  any
               action  requiring  a vote of  security  holders  as  provided  in
               Section 13(a) of the 1940 Act.

                    (B) The Trust may be  voluntarily  liquidated,  dissolved or
               wound up when and as  authorized  at any meeting of  shareholders
               called  for the  purpose,  by the vote of (x) the  Holders  of at
               least 67% of the shares of the DARTS then outstanding and (y) the
               holders of at least 67% of the Common  Shares  then  outstanding,
               each  voting  as a  separate  class  provided,  however,  if such
               termination  is  recommended by two-thirds of the total number of
               Trustees then in office,  the vote of (x) the Holders of at least
               a majority  of the shares of the DARTS then  outstanding  and (y)
               the  holders of at least a majority  of the  Common  Shares  then
               outstanding, each voting as a separate class, shall be sufficient
               authorization.

                    (C) The  Trust  may  merge or  consolidate  with  any  other
               corporation,  association,  trust or other  organization,  or may
               sell, lease or exchange all or  substantially  all of its assets,
               including its good will,  upon such terms and  conditions and for
               such  consideration,  and thereafter be  terminated,  when and as
               authorized at any meeting of shareholders called for the purpose,
               by the vote of (x) the  Holders  of at least 67% of the shares of
               the DARTS then outstanding and (y) the holders of at least 67% of
               the Common  Shares  then  outstanding,  each voting as a separate
               class provided,  however,  if such  termination is recommended by
               two-thirds  of the total number of Trustees  then in office,  the
               vote of (x) the  Holders of at least a majority  of the shares of
               the DARTS  then  outstanding  and (y) the  holders  of at least a


                                       67
<PAGE>

               majority of the Common Shares then outstanding,  each voting as a
               separate class, shall be sufficient authorization.

                    (D) The Trust may be converted  from a "closed-end  company"
               to an  "open-end  company" as those terms are defined in the 1940
               Act, when and as authorized at any meeting of shareholders called
               for the  purpose,  by the vote of (x) the Holders of at least 75%
               of the shares of the DARTS then  outstanding  and (y) the holders
               of at least  75% of the  Common  Shares  then  outstanding,  each
               voting as a separate class provided,  however, if such conversion
               is recommended by two-thirds of the total number of Trustees then
               in office,  the vote of (x) the Holders of at least a majority of
               the shares of the DARTS then  outstanding  and (y) the holders of
               at least a majority of the Common Shares then  outstanding,  each
               voting as a separate class, shall be sufficient authorization.

                    (E) So long as any of the DARTS are  outstanding,  the Trust
               shall not take any action adversely affecting either the DARTS or
               the Common Shares without the affirmative  vote of the Holders of
               at least a majority  of the shares of DARTS  outstanding,  voting
               separately  as a class,  or the holders of at least a majority of
               the Common Shares then outstanding, voting separately as a class,
               as the case may be.

                    (F) So long as any of the DARTS are outstanding, without the
               affirmative  vote of the  Holders of at least a  majority  of the
               shares of the DARTS  then  outstanding,  voting  separately  as a
               class,  the Trust  shall not  amend,  alter or repeal  any of the
               preferences,  rights or powers of the  Holders of the DARTS so as
               to affect  materially and adversely such  preferences,  rights or
               powers, or issue any additional series of DARTS.

                    (G)  Without the  affirmative  vote of (x) the Holders of at
               least a majority of the shares of the DARTS then  outstanding and
               (y) the holders of at least a majority of the Common  Shares then
               outstanding,  each voting as a separate class,  the Trust may not
               declare  itself  insolvent in a judicial  proceeding  or file for
               bankruptcy under applicable federal or state laws.

          (iii) After all accumulated and unpaid  dividends upon all outstanding
     Series A DARTS and Series B DARTS for all  previous  dividend  periods  for
     each  applicable   series  have  been  paid,  and  full  dividends  on  all
     outstanding Series A DARTS and Series B DARTS for the then-current dividend
     period  have been paid or  declared  and a sum  sufficient  for the payment
     thereof  set apart  therefor,  then and not  otherwise,  and subject to any
     other applicable provisions of Article VI, dividends or other distributions
     may be declared upon and paid to the holders of the Common  Shares,  to the
     exclusion of the Holders of the DARTS.

          (iv) In the event of the  dissolution,  liquidation,  or winding up of
     the Trust,  whether voluntary or involuntary,  after payment in full of the
     amounts,  if any,  required  to be paid to the  Holders of the  DARTS,  the


                                       68
<PAGE>

     holders of the Common  Shares  shall be entitled,  to the  exclusion of the
     Holders  of the DARTS,  to share  ratably  in all  remaining  assets of the
     Trust.

                                  ARTICLE VIII

                                 Net Asset Value

     The net asset value of the Trust's  Common  Shares  will be  determined  at
least once each week by dividing the value of all assets of the Trust (including
accrued  interest  and  dividends),  less  all  liabilities  (including  accrued
expenses  and  accumulated  and  unpaid  dividends,   including  any  Additional
Dividends) and the aggregate liquidation preference of the outstanding DARTS, by
the total number of Common Shares outstanding.

     In valuing  the  Trust's  portfolio,  securities  listed on an  exchange or
traded  over-the-counter  and quoted on the NASDAQ  System will be valued at the
last  sale  price  on the day of  valuation  (using  prices  as of the  close of
trading) or, if there has been no sale that day, at the last  reported bid price
reported on the day of valuation or the last bid price  reported as of the close
of business on the  preceding  Business  Day.  Over-the-counter  securities  not
quoted on the NASDAQ  System will be valued at the current bid price as obtained
from two  dealers  which  make  markets  in such  securities  or from a  pricing
service.  Securities for which reliable quotations are not readily available and
other  assets will be valued at their fair value as  determined  by or under the
direction  of the  Board  of  Trustees.  Auction  preferred  stocks  have  had a
consistent  history of trading in the secondary market at par value plus accrued
dividends.  Accordingly,  when reliable quotations are not available for auction
preferred stocks,  they will generally be valued at par plus accrued  dividends,
although  a  different  value may be  assigned  due to  changes  in an  issuer's
creditworthiness  or market conditions.  Money market instruments with remaining
maturities of 60 days or less will be valued at amortized cost.

     The market value of the Fund's  Eligible  Assets will be  determined as set
forth in the preceding  paragraph,  except that, for purposes of calculating the
Eligible Asset Coverage and the Dividend Coverage, (i) Eligible Assets for which
reliable  quotations  are not available will be valued at zero and (ii) Eligible
Assets  subject to call options  written by the Fund will be valued at the lower
of market value or the strike price of the option.

                                   ARTICLE IX

                    Limitation of Liability; Indemnification

     Section  9.1.   Liability;   Notice.   All  persons  extending  credit  to,
contracting  with or having any -claim  against the Trust shall look only to the
assets of the Trust for  payment  under  such  credit,  contract  or claim,  and
neither the  shareholders  nor the  Trustees,  nor any of the Trust's  officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Every note, bond, contract, instrument, certificate or undertaking and
every  other  act or thing  whatsoever  executed  or done by or on behalf of the
Trust or the  Trustees  or any of them in  connection  with the  Trust  shall be
conclusively  deemed to have been  executed  or done only in or with  respect to
their or his capacity as Trustees or Trustee, and such Trustees or Trustee shall


                                       69
<PAGE>

not be personally  liable  thereon.  Notwithstanding  the foregoing,  nothing in
these  By-Laws  shall  protect any Trustee  against any  liability to which such
Trustee would otherwise be subject by reason of willful misfeasance,  bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
the office of Trustee.

     Every note, bond, contract, instrument,  certificate or undertaking made or
issued by the Trustees or by any officer or officers  shall give notice that the
Declaration is on file with the Secretary of The  Commonwealth of  Massachusetts
and shall recite that the same was executed or made by or on behalf of the Trust
or by them as Trustee or Trustees or as officer or officers and not individually
and that the  obligations of such instrument are not binding upon any of them or
the shareholders  individually but are binding only upon the assets and property
of the  Trust,  and may  contain  such  further  recital  as he or they may deem
appropriate,  but the omission  thereof shall not operate to bind any Trustee or
Trustees or officer or officers or shareholder or shareholders individually.

     Section 9.2. Trustees' Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretion  hereunder  shall be
binding upon everyone interested.  A Trustee shall be liable for his own willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved  in the conduct of the office of Trustee,  and for  nothing  else,  and
shall not be liable for errors of judgment  or mistakes of fact or law.  Subject
to the  foregoing,  (i) the Trustees  shall not be  responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee,  consultant
or  Contracting  Party,  nor shall any  Trustee  be  responsible  for the act or
omission of any other  Trustee;  (ii) the Trustees may take advice of counsel or
other experts with respect to the meaning and operation of the  Declaration  and
these  By-Laws  and  shall be  under no  liability  for any act or  omission  in
accordance  with such advice or for failing to follow such advice;  and (iii) in
discharging  their  duties,  the Trustees,  when acting in good faith,  shall be
entitled to rely upon the books of account of the Trust and upon written reports
made  to  the  Trustees  by any  officer  appointed  by  them,  any  independent
accountant,  and (with respect to the subject  matter of the contract  involved)
any  officer,  partner or  responsible  employee  of a  Contracting  Party.  The
Trustees  shall not be required to give any bond as such,  nor any surety or any
other security if a bond is required.

     Section 9.3. Apparent Authority of the Trustees. No person dealing with the
Trustees  shall be bound to make any  inquiry  concerning  the  validity  of any
transaction  made or to be made by the Trustees or to see to the  application of
any payments made or property transferred to the Trust or upon its order.

     Section 9.4.  Indemnification  of Trustees,  Officers,  Etc. TheTrust shall
indemnify  each of its  Trustees  and  officers and any person who serves at the
Trust's  request as a director,  officer or trustee of another  organization  in
which  the  Trust has any  interest  as a  shareholder,  creditor  or  otherwise
(hereinafter  referred  to,  together  with  such  person's  heirs,   executors,
administrators  or other legal  representatives,  as a "Covered Person") against
all  liabilities  and  expenses,  including  but not limited to amounts  paid in
satisfaction of judgments, in compromise or as fines and penalties,  and counsel
fees,  reasonably incurred or paid by such Covered Person in connection with any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative  or legislative  body, in which such Covered Person may be or may
have been  involved as a party or  otherwise or with which he may be or may have
been  threatened,  while in office or  thereafter,  by reason of being or having


                                       70
<PAGE>

been such a Covered  Person,  except with respect to any matter as to which such
Covered Person shall have been finally  adjudicated in any such action,  suit or
other  proceeding (i) not to have acted in good faith in the  reasonable  belief
that his action was in the best interests of the Trust,  or (ii) to be liable to
the Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office.  Expenses,   including  counsel  fees  but  excluding  amounts  paid  in
satisfaction of judgments, in compromise,  or as fines or penalties, so incurred
by any such  Covered  Person  shall be paid  from  time to time by the  Trust in
advance of a final decision on the merits in any such action, suit or proceeding
upon receipt of an  undertaking  by or on behalf of such Covered Person to repay
amounts so paid if it is  ultimately  determined  that  indemnification  of such
expenses is not authorized under this Article;  provided,  however,  that either
(i) such  Covered  Person  shall  have  provided  appropriate  security  for his
undertaking,  (ii) the Trust shall be insured  against  losses  arising from any
such  advance  payments,  or (iii) either a majority of a quorum of Trustees who
are neither "interested persons" of the Trust as the quoted phrase is defined in
the 1940 Act (or who have been exempted from being  "interested  persons" by any
rule,  regulation or order of the Commission) nor parties to the action, suit or
other  proceeding  in  question  and  against  whom  no  other  action,  suit or
proceeding  on the  same or  similar  grounds  is then or has  been  pending  or
threatened  (such quorum of such Trustees  being  referred to hereinafter as the
"Disinterested Trustees"), or an independent legal counsel in a written opinion,
shall have determined,  based on a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that such Covered
Person ultimately will be found entitled to indemnification under this Article.

     Section 9.5. Compromise Payment. As to any matter disposed of (whether by a
compromise  payment,  pursuant to a consent decree or otherwise) without a final
decision  on the  merits  by a court,  or by any  other  body  before  which the
proceeding  was  brought,  that such Covered  Person  either did not act in good
faith in the reasonable  belief that his action was in the best interests of the
Trust or is  liable  to the  Trust or its  shareholders  by  reason  of  willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office,  indemnification shall be provided if (i)
approved  as  in  the  best  interests  of  the  Trust  by  a  majority  of  the
Disinterested  Trustees  upon a  determination,  based  upon a review of readily
available  facts (as opposed to a full  trial-type  inquiry)  that such  Covered
Person acted in good faith in the  reasonable  belief that his action was in the
best  interests of the Trust and is not liable to the Trust or its  shareholders
by reason of  willful  misfeasance,  bad faith,  gross  negligence  or  reckless
disregard of the duties involved in the conduct of his office, or (ii) there has
been obtained an opinion of independent  legal  counsel,  based upon a review of
the readily  available facts (as opposed to a full trial-type  inquiry),  to the
effect  that such  Covered  Person  appears  to have  acted in good faith in the
reasonable  belief  that his action was in the best  interests  of the Trust and
that such  indemnification  would not protect  such Covered  Person  against any
liability  to the  Trust 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. Any such approval or opinion shall
not prevent  the  recovery  from any  Covered  Person of any amount paid to such
Covered  Person  in  accordance  with this  Article  if such  Covered  Person is
subsequently  adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that his action was in the best interests
of the Trust or to have been liable to the Trust or its  shareholders  by reason
of willful  misfeasance bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.


                                       71
<PAGE>

     Section   9.6.   Indemnification   Not   Exclusive,   Etc.   The  right  of
indemnification provided by this Article shall not be exclusive of or affect any
other rights to which any Covered Person may be entitled.  Nothing  contained in
this Article shall affect any rights to  indemnification  to which  personnel of
the Trust, other than Trustees or officers, and other persons may be entitled by
contract or  otherwise  under law,  nor the power of the Trust to  purchase  and
maintain liability insurance on behalf of any such person.

     Section 9.7. Indemnification of Shareholders.  If any shareholder or former
shareholder  shall be held to be personally  liable solely by reason of being or
having  been a  shareholder  and  not  because  of  such  shareholder's  acts or
omissions or for some other reason,  the  shareholder or former  shareholder (or
his/her heirs, executors,  administrators or other legal representatives,  or in
the case of a  corporation  or other  entity,  its  corporate  or other  general
successor)  shall be entitled to be held harmless from and  indemnified  against
all loss and expense arising from such liability.

                                   ARTICLE X

                                      Seal

     The seal of the Trust shall be in circular form and shall bear, in addition
to any other emblem or device  approved by the Trustees,  the name of the Trust,
the year of its  organization  and the words "Trust  Seal" and  "Massachusetts".
Said seal may be used by causing it or a facsimile  thereof to be  impressed  or
affixed or in any other  manner  reproduced.  Unless  otherwise  required by the
Trustees,  it shall not be necessary to place the seal on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.

                                   ARTICLE XI

                                   Fiscal Year

     Unless otherwise  determined by the Trustees,  the fiscal year of the Trust
shall end on the last day of October in each year.

                                  ARTICLE XII

                                    Custodian

     All  securities  and other  assets of the Trust shall be  deposited  in the
safekeeping  of a bank or trust company  having  capital,  surplus and undivided
profits  of at least  two  million  dollars  ($2,000,000)  or of a  member  of a
national  securities  exchange  (as defined in the  Securities  Exchange  Act of
1934), as the Trustees may from time to time determine.


                                       72
<PAGE>

                                  ARTICLE XIII

                            Execution of Instruments

     Except as the  Trustees  may  generally or in  particular  cases  otherwise
authorize or direct, all deeds, leases, transfers,  contracts, proposals, bonds,
notes,  checks,  drafts and other obligations made,  accepted or endorsed by the
Trust shall be signed or endorsed on behalf of the Trust by the  President,  one
of the Vice-Presidents or the Treasurer.

                                  ARTICLE XIV

                         Independent Public Accountants

     The firm of independent  public accountants which shall sign or certify the
financial  statements  of the  Trust  filed  with the  Securities  and  Exchange
Commission  shall be  selected  annually  by the  Trustees  and  ratified by the
shareholders in accordance with the provisions of the 1940 Act.

                                   ARTICLE XV

                                   Amendments

     Except as otherwise provided herein, these By-Laws may be amended,  altered
or repealed by the affirmative vote of a majority of the Trustees at any regular
or special meeting called for that purpose, provided, however, that no provision
of these By-Laws  authorizing  any action by the Trust that requires the vote of
the holders of any class of shares or the holders of any series of shares of any
class may be amended,  altered or repealed except by the affirmative vote of (x)
the  holders  of at least  the  percentage  of  shares  of such  class or series
required to authorize  the action  specified  therein and (y) the  percentage of
Trustees  required  to  authorize  the action  specified  therein or, if no such
percentage is specified, a majority of the Trustees.

     Subject to the  foregoing,  these  By-Laws may also be amended,  altered or
repealed  at any  meeting  of the  shareholders  at which a quorum is present or
represented.

                                      * * *

     The foregoing  Third  Amendment and Restatement to the By-Laws were adopted
by the Board of Trustees on March 8, 2005.


                                            Susan S. Newton
                                            Senior Vice President and Secretary




                                       73
</TEXT>
</DOCUMENT>
