<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>amended-bylaws.txt
<DESCRIPTION>EXHIBIT 99.2
<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) days after the

<PAGE>

         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 place


                                       2
<PAGE>


         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 anticipated benefit to the Shareholder therefrom) and of each


                                       5
<PAGE>


         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


                                       6
<PAGE>


         any proposed nomination or other business is 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 which is filed with the records of the meeting or who


                                       8
<PAGE>


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.

               (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;

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

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


                                       16
<PAGE>


The Discount Factor for preferred securities shall also apply to non-cumulativ
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 rights 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 owned by the Trust as of the date of determination equals or


                                       20
<PAGE>


      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


                                       22
<PAGE>


      of such dividend 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


                                       27
<PAGE>


      or more days but fewer than 99 days, such rate 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


                                       30
<PAGE>


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
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)
          have a maturity of not more than 30 years, and (D) are non-convertible


                                       32
<PAGE>


          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
common and preferred stocks. The diversification percentages of the corporate


                                       33
<PAGE>


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


                                       36
<PAGE>


          Coverage is met as 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 Certificate of Eligible Asset Coverage together


                                       37
<PAGE>


      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 dividend is declared, (i) cumulative cash dividends at


                                       38
<PAGE>


      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
          instructions shall not have been given to transfer such funds to) the


                                       40
<PAGE>


          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


                                       41
<PAGE>


      Dividend Period or part thereof 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


                                       45
<PAGE>


      or distribution to the 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 Agent by the close of business on such 1940 Act Cure


                                       46
<PAGE>


          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 number of days after the date of such


                                       47
<PAGE>


          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 such


                                       48
<PAGE>


          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


                                       51
<PAGE>


          (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.

               (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 separate class, the Trust may not declare itself


                                       52
<PAGE>


          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


                                       53
<PAGE>


          provided in the Declaration, a Trustee elected 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
          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


                                       55
<PAGE>


          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:

                             Applicable Percentages or Spreads
                    -----------------------------------------------------
     PREVAILING             I                II               III
     RATING

                    Percentage  Spread  Percentage  Spread  Percentage  Spread
                    ----------  ------  ----------  ------  ----------  ------
     "AA"/"aa" or     110%       110bp     120%      120bp     130%      130bp
     above
     "A"/"a"          120%       120bp     130%      130bp     145%      145bp
     "BBB"/"baa"      130%       130bp     145%      145bp     175%      175bp
     Below            200%       200bp     200%      200bp     200%      200bp
     "BBB"/"baa
     (includes) no
     rating

      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


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               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.

                    (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


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      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
not be personally liable thereon. Notwithstanding the foregoing, nothing in


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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


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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.


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     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.


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                                  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.

                                    /s/ Susan S. Newton
                                    ----------------------
                                    Susan S. Newton
                                    Senior Vice President and Secretary





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