<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>nkx77q1aa0812.txt
<TEXT>
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                    AMENDED AND RESTATED DECLARATION OF TRUST
                    -----------------------------------------
                                       OF
                                       --
                NUVEEN CALIFORNIA AMT-FREE MUNICIPAL INCOME FUND
                ------------------------------------------------
         (formerly known as Nuveen Insured California Tax-Free Advantage
         ---------------------------------------------------------------
                        Municipal Fund, until May 7, 2012
                        ---------------------------------

         This Declaration of Trust  establishing  the Nuveen Insured  California
Tax-Free  Advantage  Municipal  Fund,  made on the  29th  day of July  2002 by a
majority of the Trustees thereunder, as amended as of the 17th day of July 2008,
in order to amend Article IX,  Section 1, is hereby  amended and restated in its
entirety  effective as of the 7th day of May 2012 in order to change the name of
the Trust from Nuveen Insured California  Tax-Free  Advantage  Municipal Fund to
Nuveen California AMT-Free Municipal Income Fund.

         WHEREAS, the Trustees desire to establish a trust fund for the purposes
of carrying on the business of a management investment company; and

         WHEREAS,  in  furtherance  of  such  purposes,  the  Trustees  and  any
successor Trustees elected in accordance with Article V hereof are acquiring and
may hereafter  acquire assets and properties  which they will hold and manage as
trustees  of  a  Massachusetts   business  trust  with  transferable  shares  in
accordance with the provisions hereinafter set forth;

         NOW,  THEREFORE,  the Trustees and any  successor  Trustees  elected in
accordance  with Article V hereof  hereby  declare that they will hold all cash,
securities  and other  assets and  properties,  which they may from time to time
acquire in any manner as Trustees hereunder, IN TRUST, that they will manage and
dispose of the same upon the  following  terms and  conditions  for the pro rata
benefit of the  holders  from time to time of shares of  beneficial  interest in
this Trust as hereinafter set forth.

                                    ARTICLE I
                                    ---------

                              NAME AND DEFINITIONS
                              --------------------

Section 1. NAME.  This Trust shall be known as the "Nuveen  California  AMT-Free
Municipal Income Fund," and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time determine.

<PAGE>

                                      -2-

Section 2. DEFINITIONS.  Whenever used herein,  unless otherwise required by the
context or specifically provided:

                  (a)      The  "Trust"  refers to the  Massachusetts  voluntary
association  established by this  Declaration of Trust,  as amended from time to
time, pursuant to Massachusetts General Laws, Chapter 182;

                  (b)      "Trustee" or "Trustees"  refers to each  signatory to
this  Declaration of Trust so long as such signatory shall continue in office in
accordance with the terms hereof,  and all other  individuals who at the time in
question have been duly elected or appointed  and  qualified in accordance  with
Article V hereof and are then in office;

                  (c)      "Shares"  mean  the  shares  of  beneficial  interest
described in Article IV hereof and include  fractions of Shares as well as whole
Shares;

                  (d)      "Shareholder" means a record owner of Shares;

                  (e)      The "1940 Act" refers to the  Investment  Company Act
of 1940 (and any successor  statute) and the Rules and  Regulations  thereunder,
all as amended from time to time;

                  (f)      The   terms   "Affiliated   Person",    "Assignment",
"Commission",  "Interested  Person",  "Principal  Underwriter"  and  "vote  of a
majority of the  outstanding  voting  securities"  shall have the meanings given
them in the 1940 Act;

                  (g)      "Declaration  of Trust" or  "Declaration"  shall mean
this Declaration of Trust as amended or restated from time to time; and

                  (h)      "By-Laws"  shall  mean the  By-laws  of the  Trust as
amended from time to time.

                                   ARTICLE II
                                   ----------

                           NATURE AND PURPOSE OF TRUST
                           ---------------------------

         The Trust is a  voluntary  association  (commonly  known as a  business
trust)  of the  type  referred  to in  Chapter  182 of the  General  Laws of the
Commonwealth  of  Massachusetts.  The Trust is not  intended to be, shall not be
deemed to be, and shall not be treated  as, a general or a limited  partnership,
joint venture,  corporation  or joint stock  company,  nor shall the Trustees or
Shareholders  or any of them for any  purpose  be deemed to be, or be treated in
any way  whatsoever  as though they were,  liable or  responsible  hereunder  as
partners or joint  venturers.  The purpose of the Trust is to

<PAGE>

                                      -3-

engage  in,  operate  and  carry  on the  business  of a  closed-end  management
investment  company  and to do any and  all  acts or  things  as are  necessary,
convenient,   appropriate  incidental  or  customary  in  connection  therewith,
including, without limitation, the following:

                  to hold,  invest,  and reinvest its funds,  and in  connection
         therewith to hold part of all of its funds in cash,  and to purchase or
         otherwise  sell,  assign,  negotiate,  transfer,  exchange or otherwise
         dispose  of or turn to account or  realize  upon  securities  and other
         negotiable or non-negotiable instruments,  obligations and evidences of
         indebtedness  created  or issued by any  person,  firms,  associations,
         corporations,   syndicates,   combinations,  and  other  negotiable  or
         non-negotiable  instruments,  obligation and evidences of indebtedness;
         and to  exercise,  as  owner  or  holder  of any  securities  or  other
         instruments, all rights, powers, and privileges in respect thereof; and
         to do any and all acts and things for the preservation,  protection and
         improvement of any and all such securities or other  instruments,  and,
         in general, to conduct the business of a closed-end  investment company
         as that term is defined in the 1940 Act; and

                  To engage in any lawful  act or  activity  for which  business
         trusts may be organized under Massachusetts law.

                  The Trust set forth in this instrument shall be deemed made in
         the Commonwealth of Massachusetts, and it is created under and is to be
         governed by and  construed  and  administered  according to the laws of
         said  Commonwealth.  The Trust shall be of the type  commonly  called a
         business trust, and without limiting the provisions  hereof,  the Trust
         may exercise all powers which are ordinarily exercised by such a trust.
         No provision of this Declaration shall be effective to require a waiver
         of  compliance  with any  provision of the  Securities  Act of 1933, as
         amended, or the 1940 Act, or of any valid rule,  regulation or order of
         the Commission thereunder.

                  The  enumeration  herewith of the objects and  purposes of the
         Trust shall be  construed as powers as well as objects and purposes and
         shall not be deemed to  exclude by  inference  any  powers,  objects or
         purposes which the Trust may lawfully pursue or exercise.

                                   ARTICLE III
                                   -----------

                  REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS
                  ---------------------------------------------

         The name of the registered agent of the Trust is CT Corporation  System
at 101 Federal Street, Boston, Massachusetts. The principal place of

<PAGE>

                                      -4-

business of the Trust is 333 West Wacker Drive,  Chicago,  Illinois  60606.  The
Trustees may, without the approval of Shareholders,  change the registered agent
of the Trust and the principal place of business of the Trust.

<PAGE>

                                      -5-

                                   ARTICLE IV
                                   ----------

                               BENEFICIAL INTEREST
                               -------------------

Section 1. SHARES OF BENEFICIAL  INTEREST.  The beneficial interest in the Trust
shall be divided into such transferable Shares of beneficial  interest,  of such
classes or series,  and of such  designations  and par values (if any), and with
such rights, preferences,  privileges and restrictions as shall be determined by
the Trustees in their sole discretion,  without Shareholder approval,  from time
to time.  The number of Shares is  unlimited  and each Share shall be fully paid
and nonassessable. There shall be no cumulative voting. Subject to any provision
in a Statement  (as defined in Section 2 below) to the  contrary,  the  Trustees
shall  have full  power and  authority,  in their sole  discretion  and  without
obtaining any prior authorization or vote of the Shareholders of the Trust or of
the Shareholders of any series or class of Shares,  to create and establish (and
to change in any  manner)  Shares or any  series or  classes  thereof  with such
preferences,  voting powers, rights and privileges as the Trustees may from time
to time  determine;  to divide or combine the Shares or the Shares of any series
or  classes  thereof  into  a  greater  or  lesser  number  including,   without
limitation,  such a division  or  combination  accomplished  by means of a stock
split or a reverse stock split,  without  thereby  changing their  proportionate
beneficial  interest in the Trust;  to classify or reclassify  any issued Shares
into one or more series or classes of Shares;  to abolish any one or more series
or classes of Shares;  and to take such other  action with respect to the Shares
as the Trustees may deem  desirable.  The Shares shall initially be divided into
two classes,  a class of an unlimited  number of common Shares,  $0.01 par value
(the "Common  Shares"),  and a class of an unlimited number of preferred Shares,
$0.01 par value (the "Preferred Shares"),  each having the powers,  preferences,
rights, qualifications, limitations and restrictions described below:

         (a)      Preferred  Shares.  The Preferred  Shares shall be issued from
time to time in one or more  classes  or  series  with such  distinctive  serial
designations and (i) may have such voting powers,  full or limited;  (ii) may be
subject to redemption  at such time or times and at such price or prices;  (iii)
may be entitled to receive  dividends (which may be cumulative or noncumulative)
at such rate or rates,  on such  conditions,  and at such times,  and payable in
preference to, or in such relation to, the dividends  payable on any other class
or classes of Shares; (iv) may have such rights upon the termination of, or upon
any distribution of the assets of, the Trust; (v) may be made convertible  into,
or exchangeable for, Shares of any other class or classes or of any other series
of the same or any other class or classes of Shares of the Trust,  at such price
or prices or at such rates of exchange and

<PAGE>

                                      -6-

with such adjustments;  and (vi) shall have such other relative,  participating,
optional or other special  rights,  qualifications,  limitations or restrictions
thereof,  all as shall  hereafter be stated and  expressed in the  resolution or
resolutions  providing for the issue of such Preferred  Shares from time to time
adopted by the Trustees (or a Committee thereof) in accordance with Section 2 of
this  Article  IV.  Any  of  such  matters  may be  made  dependent  upon  facts
ascertainable  outside this  Declaration of Trust,  or outside the resolution or
resolutions providing for the issue of such Preferred Shares.

         (b)      Common Shares.

                  (i)      Subject to the rights of the holders of the Preferred
         Shares, in the event of the termination of the Trust the holders of the
         Common   Shares   shall  be  entitled  to  receive  pro  rata  the  net
         distributable assets of the Trust.

                  (ii)     The  holders of the  Common  Shares  shall  not,  as
         such holders, have any right to acquire,  purchase or subscribe for any
         Common Shares or  securities of the Trust which it may hereafter  issue
         or sell,  other  than such  right,  if any,  as the  Trustees  in their
         discretion may determine.

                  (iii)    Subject to the rights of the holders of the Preferred
         Shares,  dividends or other distributions,  when, as and if declared by
         the Trustees,  shall be shared  equally by the holders of Common Shares
         on a share for share basis.  The Trustees may direct that any dividends
         or  other   distributions  or  any  portion  thereof  as  declared  and
         distributed shall be paid in cash to the holder, or, alternatively, may
         direct that any such  dividends be  reinvested  in full and  fractional
         Shares of the Trust if such holder elects to have them reinvested.

                  (iv)     The Trustees may hold as treasury shares (of the same
         or some other series), reissue for such consideration and on such terms
         as they may  determine,  or cancel  any  Common  Shares  of any  series
         reacquired by the Trust at their  discretion from time to time.  Shares
         shall not  entitle the  Shareholder  to any title in or to the whole or
         any part of the Trust.

                  (v)      Common  Shares  may be  issued  from  time  to  time,
         without the vote of the Shareholders (or, if the Trustees in their sole
         discretion deem  advisable,  with a vote of  Shareholders),  either for
         cash or for such other  consideration  (which may be in any one or more
         instances  a  certain  specified  consideration  or  certain  specified
         considerations)  and on such terms as the Trustees,  from time to time,
         may deem  advisable,  and the Trust may in such  manner  acquire  other
         assets  (including  the

<PAGE>

                                      -7-

         acquisition of assets subject to, and in connection with the assumption
         of liabilities).

                  (vi)     The  Trust  may issue  Common  Shares  in  fractional
         denominations  to the same  extent as its whole  Shares,  and Shares in
         fractional  denominations shall be Common Shares having proportionately
         to the respective fractions represented thereby all the rights of whole
         Shares, including,  without limitation, the right to vote, the right to
         receive  dividends and  distributions and the right to participate upon
         termination  of the  Trust,  but  excluding  the  right  to  receive  a
         certificate representing fractional Shares.

Section 2.  ESTABLISHMENT OF CLASS OR SERIES OF SHARES.  The  establishment  and
designation  of any class or series of Shares,  including any  Preferred  Shares
issued  hereunder,  shall be effective  upon the adoption of a resolution by the
initial Trustee, or by a majority of the Trustees then in office (or a Committee
thereof)  setting  forth such  establishment  and  designation  and the relative
rights and  preferences  of the Shares of such class or series as set forth in a
written  statement  either  executed by the President or a Vice President of the
Trust,  or  executed  by  a  majority  of  the  Trustees  then  in  office  (the
"Statement"). At any time that there are no Shares outstanding of any particular
class or series  previously  established  and  designated,  the  Trustees  (or a
Committee  thereof) may by a majority  vote abolish that class or series and the
establishment  and designation  thereof.  Notwithstanding  any provision of this
Declaration  of  Trust  to the  contrary,  no such  Statement  establishing  and
designating any class or series of Shares shall  constitute an amendment to or a
part of this Declaration of Trust.

Section 3.  OWNERSHIP OF SHARES.  The  ownership and transfer of Shares shall be
recorded  on the  books of the  Trust  or its  transfer  or  similar  agent.  No
certificates certifying the ownership of Preferred Shares shall be issued except
as the Trustees may otherwise determine from time to time. The Trustees may make
such rules as they consider  appropriate for the issuance of Share certificates,
transfer of Shares and similar  matters.  The record books of the Trust, as kept
by the Trust or any transfer or similar agent of the Trust,  shall be conclusive
as to who are the holders of the Shares and as to the number of Shares held from
time to time by each Shareholder.

Section 4. NO  PREEMPTIVE  RIGHTS,  ETC.  The  holders of Shares of any class or
series  shall not,  as such  holders,  have any right to  acquire,  purchase  or
subscribe for any Shares or securities of the Trust which it may hereafter issue
or sell,  other than such right, if any, as the Trustees in their discretion may
determine.  The holders of Shares of any class or series shall have no appraisal
rights with  respect to their  Shares and,  except as  otherwise

<PAGE>

                                      -8-

determined by resolution of the Trustees in their sole discretion, shall have no
exchange or conversion rights with respect to their Shares.

Section 5. STATUS OF SHARES AND LIMITATION OF PERSONAL  LIABILITY.  Shares shall
be deemed to be  personal  property  giving  only the  rights  provided  in this
instrument.  Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly  assented and agreed to the terms of this  Declaration of
Trust and to have become a party thereto.  The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle the
representative  of any  deceased  Shareholder  to an  accounting  or to take any
action in court or elsewhere against the Trust or the Trustees,  but only to the
rights of said  decedent  under this  Trust.  Ownership  of  property  shall not
entitle the Shareholder to any title in or to the whole or any part of the Trust
Property  or right to call for a  partition  or  division  of the same or for an
accounting.  Neither the  Trustees,  nor any  officer,  employee or agent of the
Trust shall have any power to bind any  Shareholder  personally  or to call upon
any  Shareholder  for the payment of any sum of money or  assessment  whatsoever
other than such as the Shareholder  may at any time  personally  agree to pay by
way of subscription for any Shares or otherwise.

                                    ARTICLE V
                                    ---------

                                  THE TRUSTEES
                                  ------------

Section 1. MANAGEMENT OF THE TRUST.  The business and affairs of the Trust shall
be  managed by the  Trustees,  and they  shall  have all  powers  necessary  and
desirable to carry out that responsibility.

Section 2.  QUALIFICATION AND NUMBER.  Each Trustee shall be a natural person. A
Trustee need not be a shareholder, a citizen of the United States, or a resident
of the  Commonwealth  of  Massachusetts.  By the vote or consent of the  initial
Trustee, or by a majority of Trustees as may subsequently then be in office, the
initial  Trustee or any subsequent  Trustees may fix the number of Trustees at a
number  not  less  than  two (2) nor  more  than  twelve  (12)  and may fill the
vacancies  created by any such  increase  in the number of  Trustees.  Except as
determined  from time to time by resolution 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 4 of Article V.

Section 3. TERM AND  ELECTION.  Each  Trustee  shall hold office  until the next
meeting of  Shareholders  called for the purpose of considering  the election or
re-election  of such  Trustee or of a successor to such  Trustee,  and

<PAGE>

                                      -9-

until his successor is elected and  qualified,  and any Trustee who is appointed
by the  Trustees in the interim to fill a vacancy as  provided  hereunder  shall
have the same remaining term as that of his predecessor, if any, or such term as
the  Trustees  may  determine.  Any  vacancy  resulting  from  a  newly  created
Trusteeship or the death, resignation,  retirement,  removal, or incapacity of a
Trustee  may be filled by the  affirmative  vote or consent of a majority of the
Trustees then in office.

Section 4.  RESIGNATION AND REMOVAL.  Any Trustee may resign his trust or retire
as a Trustee  (without  need for prior or  subsequent  accounting  except in the
event of removal) by an  instrument  in writing  signed by him and  delivered or
mailed  to the  Chairman,  if any,  the  President  or the  Secretary  and  such
resignation or retirement  shall be effective upon such delivery,  or at a later
date according to the terms of the  instrument.  Any Trustee may be removed from
office only for "Cause" (as  hereinafter  defined)  and only (i) by action of at
least sixty-six and two-thirds  percent (66 2/3%) of the  outstanding  Shares of
the class or classes of Shares that  elected  such  Trustee,  or (ii) by written
instrument, signed by at least sixty-six and two-thirds percent (66 2/3%) of the
remaining  Trustees,   specifying  the  date  when  such  removal  shall  become
effective.  "Cause" shall require  willful  misconduct,  dishonesty,  fraud or a
felony conviction.

Section 5. VACANCIES. The death, declination,  resignation, retirement, removal,
or incapacity,  of the Trustees,  or any one of them, shall not operate to annul
the Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.  Whenever a vacancy in the number of Trustees shall occur,
until such  vacancy is filled as provided  herein,  or the number of Trustees as
fixed is reduced, the Trustees in office, regardless of their number, shall have
all the powers  granted to the Trustees,  and during the period during which any
such vacancy shall occur,  only the Trustees then in office shall be counted for
the  purposes  of the  existence  of a quorum or any  action to be taken by such
Trustees.

Section 6.  OWNERSHIP  OF ASSETS OF THE TRUST.  The assets of the Trust shall be
held  separate and apart from any assets now or  hereafter  held in any capacity
other than as Trustee hereunder by the Trustees or any successor  Trustees.  All
of the assets of the Trust  shall at all times be  considered  as  automatically
vested  in the  Trustees  as  shall  be from  time to time in  office.  Upon the
resignation, retirement, removal, incapacity or death of a Trustee, such Trustee
shall  automatically  cease to have any right,  title or  interest in any of the
Trust property,  and the right,  title and interest of such Trustee in the Trust
property shall vest  automatically in the remaining  Trustees.  Such vesting and
cessation of title shall be effective  without the  execution or delivery of any
conveyancing  or other  instruments.  No  Shareholder  shall be

<PAGE>

                                      -10-

deemed to have a severable ownership in any individual asset of the Trust or any
right of partition or possession thereof.

Section 7. VOTING  REQUIREMENTS.  In addition to the voting requirements imposed
by law or by any other  provision of this  Declaration of Trust,  the provisions
set forth in this  Article V may not be  amended,  altered  or  repealed  in any
respect,  nor may any  provision  inconsistent  with this  Article V be adopted,
unless  such action is  approved  by the  affirmative  vote of the holders of at
least  sixty-six  and  two-thirds  percent (66 2/3%) of the  outstanding  Common
Shares and outstanding  Preferred Shares,  voting together as a single class. In
the event the holders of Common  Shares or the holders of Preferred  Shares,  as
the  case  may  be,  are  required  by law or by any  other  provision  of  this
Declaration  of Trust to approve such an action by a class vote of such holders,
such action must be approved by the holders of at least sixty-six and two-thirds
percent (66 2/3%) of such holders or such lower percentage as may be required by
law or by any other provision of this Declaration of Trust.

                                   ARTICLE VI
                                   ----------

                               POWERS OF TRUSTEES
                               ------------------

Section 1. POWERS.  The Trustees in all instances shall have full,  absolute and
exclusive  power,  control and authority  over the Trust assets and the business
and affairs of the Trust to the same extent as if the Trustees were the sole and
absolute  owners thereof in their own right.  The Trustees shall have full power
and  authority  to do any  and all  acts  and to make  and  execute  any and all
contracts and  instruments  that they may consider  necessary or  appropriate in
connection  with the  management of the Trust.  The  enumeration of any specific
power  herein  shall not be  construed  as limiting  the  aforesaid  powers.  In
construing  the  provisions  of this  Declaration  of  Trust,  there  shall be a
presumption  in favor  of the  grant of power  and  authority  to the  Trustees.
Subject  to any  applicable  limitation  in this  Declaration  or any  Statement
relating to the issuance of Preferred Shares,  the Trustees shall have power and
authority:

         (a)      To invest and  reinvest in, to buy or  otherwise  acquire,  to
hold, for investment or otherwise,  to sell or otherwise  dispose of, to lend or
to pledge, to trade in or deal in securities or interests of all kinds,  however
evidenced, or obligations of all kinds, however evidenced, or rights,  warrants,
or contracts to acquire  such  securities,  interests,  or  obligations,  of any
private  or  public  company,  corporation,   association,  general  or  limited
partnership, trust or other enterprise or organization,  foreign or domestic, or
issued or guaranteed by any national or state  government,  foreign or domestic,
or their agencies,  instrumentalities or subdivisions (including but not limited
to,

<PAGE>

                                      -11-

bonds,  debentures,  bills, time notes and all other evidences of indebtedness);
negotiable  or  non-negotiable  instruments;  any and all  options  and  futures
contracts; derivatives or structured securities; government securities and money
market instruments  (including but not limited to, bank certificates of deposit,
finance  paper,  commercial  paper,  bankers  acceptances,   and  all  kinds  of
repurchase agreements) and, without limitation, all kinds and types of financial
instruments;

         (b)      To adopt By-Laws not  inconsistent  with this  Declaration  of
Trust  providing  for the conduct of the  business of the Trust and to amend and
repeal  them  to  the  extent  that  they  do  not  reserve  that  right  to the
Shareholders;

         (c)      To elect and remove such  officers  and appoint and  terminate
such agents as they consider appropriate;

         (d)      To employ one or more banks or trust companies as custodian of
any assets of the Trust subject to any conditions set forth in this  Declaration
of Trust or in the By-Laws;

         (e)      To  retain  one  or  more  transfer   agents  and  shareholder
servicing agents;

         (f)      To provide  for the  distribution  of  interests  of the Trust
either through a principal underwriter in the manner hereinafter provided for or
by the Trust itself or both;

         (g)      To set record dates for any purposes;

         (h)      To delegate such  authority as they consider  desirable to any
officers  of the Trust and to any  investment  adviser,  investment  subadviser,
transfer  agent,  custodian or  underwriter or other  independent  contractor of
agent;

         (i)      Subject  to  Article  IX,  Section  1  hereof,  to  merge,  or
consolidate the Trust with any other  corporation,  association,  trust or other
organization; or to sell, convey, transfer, or lease all or substantially all of
the assets of the Trust;

         (j)      To vote or give assent,  or exercise any rights of  ownership,
with  respect to stock or other  securities  or  property;  and to  execute  and
deliver  proxies or powers of attorney to such person or persons as the Trustees
shall deem proper,  granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;

<PAGE>

                                      -12-

         (k)      To exercise  powers and rights of  subscription  or  otherwise
which in any manner arise out of ownership of securities;

         (l)      To hold any security or property in a form not  indicating any
trust,  whether in bearer,  unregistered or other  negotiable form; or either in
their  or the  Trust's  name  or in the  name of a  custodian  or a  nominee  or
nominees;

         (m)      To  authorize  the  issuance  from time to time of one or more
classes or series of Shares, and to issue,  sell,  repurchase,  retire,  cancel,
acquire,  hold,  resell,  reissue,  dispose of,  transfer and otherwise  deal in
Shares and in any options,  warrants or other  rights to purchase  Shares or any
other interests in the Trust other than Shares;

         (n)      To set apart, from time to time, out of any funds of the Trust
a reserve or reserves for any proper purpose, and to abolish any such reserve;

         (o)      To   consent   to  or   participate   in  any   plan  for  the
reorganization,  consolidation  or  merger of any  corporation  or  issuer,  any
security or property of which is held in the Trust;  to consent to any contract,
lease,  mortgage,  purchase,  or sale of property by such corporation or issuer,
and to pay calls or  subscriptions  with  respect  to any  security  held in the
Trust;

         (p)      To compromise,  arbitrate, or otherwise adjust claims in favor
of or against the Trust or any matter in controversy including,  but not limited
to, claims for taxes;

         (q)      To make  distributions  of  income  and of  capital  gains  to
shareholders;

         (r)      To borrow money and to pledge,  mortgage,  or hypothecate  the
assets of the Trust;

         (s)      To establish,  from time to time, a minimum  total  investment
for  shareholders,   and  to  require  the  redemption  of  the  Shares  of  any
shareholders whose investment is less than such minimum upon such terms as shall
be established by the Trustees;

         (t)      To join  with  other  security  holders  in  acting  through a
committee,  depositary,  voting trustee or otherwise,  and in that connection to
deposit any security  with,  or transfer  any  security to, any such  committee,
depositary  or trustee,  and to delegate to them such power and  authority  with
relation to any security  (whether or not so deposited  or  transferred)  as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of

<PAGE>

                                      -13-

the expenses and  compensation of such  committee,  depositary or trustee as the
Trustees shall deem proper;

         (u)      To purchase and pay for out of Trust  property such  insurance
as they may deem necessary or appropriate for the conduct of the business of the
Trust, including, without limitation,  insurance policies insuring the assets of
the  Trust  and  payment  of  distributions   and  principal  on  its  portfolio
investments,  and  insurance  policies  insuring  the  Shareholders,   Trustees,
officers,   employees,   agents,  investment  advisers  or  managers,  principal
underwriters,  or independent  contractors of the Trust individually against all
claims and  liabilities of every nature  arising by reason of holding,  being or
having held any such office or position,  or by reason of any action  alleged to
have been taken or omitted by any such person as Shareholder,  Trustee, officer,
employee,  agent,  investment  adviser or  manager,  principal  underwriter,  or
independent  contractor,  whether or not any such  action may be  determined  to
constitute  negligence,  and  whether  or not the Trust  would have the power to
indemnify such person against such liability; and

         (v)      To pay pensions for faithful service, as deemed appropriate by
the Trustees,  and to adopt,  establish  and carry out pension,  profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and  annuity  contracts  as a means  of  providing  such  retirement  and  other
benefits, for any or all of the Trustees,  officers, employees and agents of the
Trust.

         Any determination  made by or pursuant to the direction of the Trustees
in good faith and consistent  with the  provisions of this  Declaration of Trust
shall be final  and  conclusive  and shall be  binding  upon the Trust and every
holder  at any time of  Shares,  including,  but not  limited  to the  following
matters: the amount of the assets, obligations,  liabilities and expenses of the
Trust; the amount of the net income of the Trust from dividends,  capital gains,
interest  or other  sources  for any period and the amount of assets at any time
legally  available  for the payment of dividends or  distributions;  the amount,
purpose, time of creation,  increase or decrease,  alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any obligation
or liability  for which such  reserves or charges  were created  shall have been
paid or  discharged);  the market  value,  or any quoted  price to be applied in
determining  the market value,  of any security or any other asset owned or held
by the Trust;  the fair value of any security  for which  quoted  prices are not
readily available,  or of any other asset owned or held by the Trust; the number
of Shares of the Trust  issued or issuable;  the net asset value per Share;  any
matter  relating to the  acquisition,  holding and  depositing of securities and
other  assets  by  the  Trust;  any  question  as  to

<PAGE>

                                      -14-

whether any transaction  constitutes a purchase of securities on margin, a short
sale  of  securities,  a  borrowing,  or an  underwriting  of the  sale  of,  or
participation in any underwriting or selling group in connection with the public
distribution  of, any securities,  and any matter  relating to the issue,  sale,
redemption, repurchase, and/or other acquisition or disposition of Shares of the
Trust.  No provision of this  Declaration of Trust shall be effective to protect
or purport to protect any Trustee or officer of the Trust  against any liability
to the Trust or to its security  holders 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.

Section 2. MANNER OF ACTING, BY-LAWS. The By-Laws shall make provision from time
to time for the manner in which the Trustees may take action, including, without
limitation, at meetings within or without Massachusetts, including meetings held
by means of a conference  telephone  or other  communications  equipment,  or by
written consents,  the quorum and notice, if any, that shall be required for any
meeting  or other  action,  and the  delegation  of some or all of the power and
authority of the Trustees to any one or more  committees  which they may appoint
from their own number, and terminate, from time to time.

                                   ARTICLE VII
                                   -----------

                              EXPENSES OF THE TRUST
                              ---------------------

The  Trustees  shall  have the  power to  reimburse  themselves  from the  Trust
property for their expenses and disbursements, to pay reasonable compensation to
themselves  from  the  Trust  property,  and to incur  and pay out of the  Trust
property any other  expenses  which in the opinion of the Trustees are necessary
or incidental to carry out any of the purposes of this  Declaration of Trust, or
to exercise any of the powers of the Trustees hereunder.

                                  ARTICLE VIII
                                  ------------

                 INVESTMENT ADVISER, PRINCIPAL UNDERWRITERS AND
                 ----------------------------------------------
                                  TRANSFER AGE
                                  ------------

Section 1. INVESTMENT ADVISER.  The Trust may enter into a written contract with
one or more persons  (which term shall  include any firm  corporation,  trust or
association),  hereinafter  referred to as the "Investment  Adviser",  to act as
investment  adviser to the Trust and as such to perform

<PAGE>

                                      -15-

such  functions  as the  Trustees  may deem  reasonable  and proper,  including,
without limitation,  investment  advisory,  management,  research,  valuation of
assets,  clerical  and  administrative  functions.  Any such  contract  shall be
subject to the  approval  of those  persons  required by the 1940 Act to approve
such  contract,  and shall be terminable at any time upon not more than 60 days'
notice by resolution of the Trustees or by vote of a majority of the outstanding
voting shares.

         Subject to the  provisions of Section 4 of this Article VIII,  any such
contract  may be made with any firm or  corporation  in which any Trustee of the
Trust may be interested. The compensation of the Investment Adviser may be based
upon a  percentage  of the net  proceeds of the initial  public  offering of the
Shares after payment of  underwriting  discounts and  organization  and offering
costs,  a percentage of the income or gross  realized or unrealized  gain of the
Trust,  or a  combination  thereof,  or  otherwise,  as may be  provided in such
contract.

         Upon the termination of any contract with Nuveen Advisory Corp., or any
corporation affiliated with Nuveen Investments,  acting as investment adviser or
manager,  the Trustees are hereby  authorized to promptly change the name of the
Trust  to a name  which  does  not  include  "Nuveen"  or any  approximation  or
abbreviation thereof.

         The Trustees may,  subject to applicable  requirements of the 1940 Act,
including  those  relating to  shareholder  approval,  authorize the  investment
adviser to employ one or more  subadvisers  from time to time to perform such of
the acts and  services  of the  investment  adviser,  and upon  such  terms  and
conditions, as may be agreed upon between the investment adviser and subadviser.

Section 2. PRINCIPAL UNDERWRITER. The Trust may enter into a written contract or
contracts  with an underwriter or  underwriters  or distributor or  distributors
whereby the Trust may either  agree to sell Shares to the other party or parties
to the contract or appoint such other party or parties its sales agent or agents
for such  Shares.  Any such  contract  may provide that the Trust shall pay such
other party or parties such amounts as the Trustees may in their discretion deem
reasonable and proper, and may also provide that such other party or parties may
enter into selected  dealer  agreements with  registered  securities  dealers to
further the purpose of the distribution of the Shares. Subject to the provisions
of Section 4 of this Article  VIII,  any such contract may be made with any firm
or corporation,  including,  without  limitation,  the Investment  Adviser or an
affiliate of the  Investment  Advisor,  or any firm or  corporation in which any
Trustee of the Trust or the Investment Adviser may be interested.

<PAGE>

                                      -16-

Section 3. TRANSFER  AGENT.  The Trustees may in their  discretion  from time to
time enter into one or more transfer agency and shareholder service contract(s,)
whereby the other party shall  undertake,  to furnish the Trustees with transfer
agency  and  shareholder  services.  The  contract  shall be on such  terms  and
conditions as the Trustees may in their  discretion  determine not  inconsistent
with  the  provisions  of this  Declaration  or Trust  or of the  By-Laws.  Such
services may be provided by one or more entities.

Section 4.  PARTIES TO  CONTRACT.  Any  contract of the  character  described in
Sections 1 and 2 of this Article VIII or in Article X hereof may be entered into
with  any  corporation,  firm,  partnership,  trust or  association,  including,
without  limitation,  the investment  adviser,  any investment  subadviser or an
affiliate of the investment  adviser or investment  subadviser,  although one or
more of the  Trustees  or  officers  of the Trust may be an  officer,  director,
trustee,  shareholder,  or  member  of such  other  party  to the  contract,  or
otherwise  interested in such contract and no such contract shall be invalidated
or rendered  voidable by reason of the existence of any such  relationship,  nor
shall any person  holding such  relationship  be liable merely by reason of such
relationship  for any loss or  expense  to the Trust  under or by reason of said
contract  or  accountable  for  any  profit  realized   directly  or  indirectly
therefrom,  provided  that the contract  when entered into was not  inconsistent
with the  provisions of this Article VIII,  Article X, or the By-Laws.  The same
person (including a firm, corporation, partnership, trust or association) may be
the other party to contracts  entered into pursuant to Sections 1, 2 and 3 above
or Article X, and any  individual  may be  financially  interested  or otherwise
affiliated with persons who are parties to any or all of the contracts mentioned
in this Section 4.

                                   ARTICLE IX
                                   ----------

                    SHAREHOLDERS' VOTING POWERS AND MEETINGS
                    ----------------------------------------

Section 1. VOTING POWERS.  The  Shareholders  shall have power to vote only: (a)
for the  election  or removal of  Trustees  as  provided  in Article V, (b) with
respect to any investment advisory or management contract as provided in Article
VIII,  Sections 1 and 5, (c) with respect to any termination of the Trust or any
series or class thereof to the extent and as provided in Article  XIII,  Section
1, (d) with respect to any amendment of this  Declaration of Trust to the extent
and as  provided  in Article  XIII,  Section 4, (e) with  respect to a merger or
consolidation  of the Trust or any series or class thereof with any corporation,
association, trust or other organization or a reorganization or recapitalization
of the Trust or class or series thereof,  or a sale, lease or transfer of all or
substantially  all of the assets of the Trust or any series  thereof (other than
in the regular course of the Trust's investment activities)

<PAGE>

                                      -17-

to the extent and as  provided in this  Article  IX,  Section 1, (f) to the same
extent as the shareholders of a Massachusetts business corporation as to whether
or not a court  action,  proceeding  or claim  should be brought  or  maintained
derivatively  or as a class  action on behalf of the Trust or the  shareholders,
provided,  however that a shareholder of a particular  class or series shall not
be entitled to bring any derivative or class action on behalf of any other class
or series of the Trust, and (g) with respect to such additional matters relating
to the Trust as may be required by law, the 1940 Act, this Declaration of Trust,
the By-Laws of the Trust,  any Statement  relating to the issuance of classes or
series of shares,  or any  registration  of the Trust with the Commission or any
State, or otherwise as the Trustees may consider necessary or desirable.

         The  affirmative  vote  of  the  holders  of  at  least  sixty-six  and
two-thirds  percent  (66-2/3%) of the outstanding  Common Shares and outstanding
Preferred Shares, voting as a single class, shall be required to approve,  adopt
or authorize (i) a conversion of the Trust from a closed-end  investment company
to an open-end investment  company,  (ii) a merger or consolidation of the Trust
or a series or class of the Trust with any  corporation,  association,  Trust or
other  organization or a reorganization  or  recapitalization  of the Trust or a
series  of  class  of the  Trust,  (iii) a sale,  lease  or  transfer  of all or
substantially  all of the assets of the Trust (other than in the regular  course
of the Trust's investment  activities),  or (iv) a termination of the Trust or a
class or a series of the Trust  (other  than a  termination  by the  Trustees as
provided for in Section 1 of Article XIII hereof), unless in each and every case
such  action  has  previously  been  approved,  adopted  or  authorized  by  the
affirmative  vote of  two-thirds  of the  total  number  of  Trustees  fixed  in
accordance  with this  Declaration  of Trust or the  By-Laws,  in which case the
affirmative vote of the holders of at least a majority of the outstanding Common
Shares and  outstanding  Preferred  Shares,  voting as a single class,  shall be
required,  provided  however,  that where only a  particular  class or series is
effected,  only the  required  vote by the  applicable  class or series shall be
required,  and provided further that except as may otherwise be required by law,
in the case of the conversion of the Trust from a closed-end  investment company
to an  open-end  investment  company,  or in the  case  of any of the  foregoing
transactions  constituting a plan or reorganization (as such term is used in the
1940 Act) which  adversely  affects the  Preferred  Shares within the meaning of
Section 18(a)(2)(D) of the 1940 Act, approval,  adoption or authorization of the
action in  question  will also  require the  affirmative  vote of the holders of
sixty-six and two-thirds  percent  (66-2/3%) of the Preferred Shares voting as a
separate  class;  provided,  however,  that such separate  class vote shall be a
majority vote if the action in question has previously been approved, adopted or
authorized by the affirmative vote of two-thirds of the total number of Trustees
fixed in  accordance  with this

<PAGE>

                                      -18-

Declaration of Trust or the By-Laws. Nothing contained herein shall be construed
as requiring  approval of  Shareholders  for any  transaction,  whether deemed a
merger,  consolidation,  reorganization  or  otherwise  whereby the Trust issues
Shares in connection with the acquisition of assets  (including those subject to
liabilities) from any other investment company or similar entity).

         In addition to the voting  requirements  imposed by law or by any other
provision of this Declaration of Trust, the provisions set forth in this Article
IX may not be amended, altered or repealed in any respect, nor may any provision
inconsistent with this Article IX be adopted,  unless such action is approved by
the affirmative vote of the holders or at least sixty-six and two-thirds percent
(66-2/3%) of the  outstanding  Common Shares and outstanding  Preferred  Shares,
voting  as a single  class.  In the event the  holders  of Common  Shares or the
holders of Shares of Preferred  Shares,  as the case may be, are required by law
to approve such an action by a class vote of such  holders,  such action must be
approved by the, holders of at least sixty-six and two-thirds  percent (66 2/3%)
of (such holders or such lower  percentage as may be required by law. Any series
of a class which is adversely  affected in a manner  different from other series
of the same  class  shall  together  with any  other  series  of the same  class
adversely affected in the same manner, be treated as a separate class under this
Section 1.

         For purposes of this Section 1, the term  "recapitalization"  shall not
mean,  without  limitation,  the  issuance or  redemption  of  Preferred  Shares
pursuant to the terms of this Declaration or the Statement  adopted with respect
to such  Preferred  Shares,  whether or not in  conjunction  with the  issuance,
retirement or redemption of other securities or indebtedness of the Trust.

Section 2. MEETINGS.  Meetings of the  Shareholders  may be called and held from
time to time for the purpose of taking action upon any matter requiring the vote
or authority  of the  Shareholders  as herein  provided or upon any other matter
deemed  by  the  Trustees  to  be  necessary  or  desirable.   Meetings  of  the
Shareholders  shall be held at such place  within the United  States as shall be
fixed by the Trustees, and stated in the notice of the meeting.  Meetings of the
Shareholders  may be called by the  Trustees and shall be called by the Trustees
upon the  written  request  of  Shareholders  owning at least  one-tenth  of the
outstanding Shares entitled to vote.  Shareholders shall be entitled to at least
ten days'  written  notice  of any  meeting,  except  where  the  meeting  is an
adjourned  meeting and the date, time and place of the meeting were announced at
the time of the adjournment.

<PAGE>

                                      -19-

Section 3.  QUORUM AND  ACTION.  (a) The  Trustees  shall set in the By-Laws the
quorum  required  for the  transaction  of  business  by the  Shareholders  at a
meeting, which quorum shall in no event be less than thirty percent (30%) of the
Shares  entitled  to vote at such  meeting.  If a quorum is present  when a duly
called or held meeting is  convened,  the  Shareholders  present may continue to
transact business until  adjournment,  even though the withdrawal of a number of
Shareholders  originally  present  leaves  less  than the  proportion  or number
otherwise required for a quorum.  Notwithstanding the foregoing, when holders of
Preferred Shares are entitled to elect any of the Trustees by class vote of such
holders,  the  holders of 33 1/3% of such  Shares  entitled to vote at a meeting
shall constitute a quorum for the purpose of such an election.

         (b)      The Shareholders  shall take action by the affirmative vote of
the holders of a majority,  except in the case of the election of Trustees which
shall only require a plurality,  of the Shares present in person or by proxy and
entitled  to vote at a meeting  of  Shareholders  at which a quorum is  present,
except as may be otherwise  required by, any  provision of this  Declaration  of
Trust, any resolution of the Trustees which authorizes the issuance of Preferred
Shares, or the By-Laws.

Section 4.  VOTING.  Each whole  Share  shall be  entitled to one vote as to any
matter  on which it is  entitled  to vote and  each  fractional  Share  shall be
entitled  to a  proportionate  fractional  vote,  except that Shares held in the
treasury of the Trust shall not be voted. There shall be no cumulative voting in
the  election  of  Trustees or on any other  matter  submitted  to a vote of the
Shareholders.  Shares  may be voted in  person  or by proxy.  Until  Shares  are
issued,  the Trustees may exercise all rights of  Shareholders  and may take any
action required or permitted by law, this Declaration of Trust or the By-Laws of
the Trust to be taken by Shareholders.

Section 5.  ACTION BY WRITTEN  CONSENT IN LIEU OF MEETING OF  SHAREHOLDERS.  Any
action required or permitted to be taken at a meeting of the Shareholders may be
taken  without a meeting by  written  action  signed by all of the  Shareholders
entitled to vote on that action.  The written  action is  effective  when it has
been signed by all of those  Shareholders,  unless a different effective time is
provided in the written action.

<PAGE>

                                      -20-

                                    ARTICLE X
                                    ---------

                                    CUSTODIAN
                                    ---------

         All  securities  and  cash of the  Trust  shall  be held by one or more
custodians  and  subcustodians,  each meeting the  requirements  for a custodian
contained  in the 1940 Act, or shall  otherwise be held in  accordance  with the
1940 Act. The Trustees may also  authorize  the  custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian, and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodians,  and approved by the Trustees,  provided that
in every case such  sub-custodian  shall meet the  requirements  for a custodian
contained in the 1940 Act and the rules and  regulations  thereunder  and in any
applicable state Securities or blue sky laws.

                                   ARTICLE XI
                                   ----------

                                  DISTRIBUTIONS
                                  -------------

         The Trustees may in their sole discretion from time to time declare and
pay such dividends and  distributions to shareholders as they may deem necessary
or desirable,  after  providing for actual and accrued  expenses and liabilities
(including such reserves as the Trustees may establish) determined in accordance
with this Declaration of Trust and good accounting practices.

                                   ARTICLE XII
                                   -----------

                   LIMITATION OF LIABILITY AND INDEMNIFICATION
                   -------------------------------------------

Section 1.  LIMITATION  OF  LIABILITY.  No  personal  liability  for any debt or
obligation  of the Trust  shall  attach to any  Trustee  of the  Trust.  Without
limiting the foregoing,  a Trustee shall not be responsible for or liable in any
event for any neglect or wrongdoing of any officer, agent, employee,  investment
adviser, subadviser,  principal underwriter or custodian of the Trust, nor shall
any  Trustee  be  responsible  or liable  for the act or  omission  of any other
Trustee.  Nothing  contained  herein  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 his office.

         Every  note,  bond,  contract,   instrument,   certificate,   Share  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

<PAGE>

                                      -21-

with  respect to their or his  capacity as Trustees or Trustee and neither  such
Trustees or Trustee nor the Shareholders shall be personally liable thereon.

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

         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.

Section 2. TRUSTEES' GOOD FAITH ACTION,  EXPERT ADVICE,  NO BOND OR SURETY.  The
exercise by the  Trustees of their  powers and  discretions  hereunder  shall be
binding upon  everyone  interested.  A Trustee  shall be liable only 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.  The
Trustees may take advice of counsel or other experts with respect to the meaning
and  operation  of this  Declaration  of Trust  and  their  duties  as  Trustees
hereunder, and shall be under no liability for any act or omission in accordance
with such advice or for  failing to follow such  advice.  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  public  accountant and (with
respect to the subject matter of the contract involved) any officer,  partner or
responsible  employee of any other party to any contract entered into hereunder.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.

Section 3. LIABILITY OF THIRD PERSONS  DEALING WITH 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.

<PAGE>

                                      -22-

Section 4. INDEMNIFICATION.  Subject to the exceptions and limitations contained
in this  Section  4,  every  person  who is, or has been,  a  Trustee,  officer,
employee  or agent of the Trust,  including  persons who serve at the request of
the Trust as  directors,  trustees,  officers,  employees  or agents of  another
organization  in which the Trust has an interest as a  shareholder,  creditor or
otherwise (hereinafter referred to as a "Covered Person"),  shall be indemnified
by the Trust to the  fullest  extent  permitted  by law  against  liability  and
against all expenses  reasonably  incurred or paid by him in connection with any
claim,  action,  suit or proceeding  in which he becomes  involved as a party or
otherwise  by  virtue of his being or  having  been  such a  Trustee,  director,
officer,  employee  or agent and  against  amounts  paid or  incurred  by him in
settlement thereof.

         No indemnification shall be provided hereunder to a Covered Person:

         (a)      against  any  liability  to the Trust or its  Shareholders  by
reason of a final  adjudication  by the  court or other  body  before  which the
proceeding was brought that he engaged in willful misfeasance,  bad faith, gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office;

         (b)      with  respect  to any  matter  as to which he shall  have been
finally  adjudicated  not to have acted in good faith in the  reasonable  belief
that his action was in the best interests of the Trust; or

         (c)      in  the  event  of  a  settlement  or  other  disposition  not
involving  a final  adjudication  (as  provided  in  paragraph  (a) or (b))  and
resulting  in a payment  by a Covered  Person,  unless  there has been  either a
determination  that such Covered  Person did not engage in willful  misfeasance,
bad faith,  gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body  approving  the  settlement  or
other  disposition or a reasonable  determination,  based on a review of readily
available  facts (as  opposed  to a full  trial-type  inquiry),  that he did not
engage in such conduct:

                  (i)      by a vote of a majority of the Disinterested Trustees
         acting on the matter  (provided  that a majority  of the  Disinterested
         Trustees then in office act on the matter); or

                  (ii)     by written opinion of independent legal counsel.

         The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any  Covered  Person may now or  hereafter  be  entitled,  shall
continue  as to a person  who has  ceased to be such a Covered  Person and

<PAGE>

                                      -23-

shall inure to the benefit of the heirs,  executors and administrators of such a
person.  Nothing contained herein shall affect any rights to  indemnification to
which Trust  personnel other than Covered Persons may be entitled by contract or
otherwise under law.

         Expenses of  preparation  and  presentation  of a defense to any claim,
action,  suit or proceeding  subject to a claim for  indemnification  under this
Section 4 shall be advanced by the Trust prior to final disposition thereof upon
receipt of an  undertaking by or on behalf of the recipient to repay such amount
if it is ultimately  determined that he is not entitled to indemnification under
this Section 4, provided that either:

         (a)      such  undertaking  is secured  by a surety  bond or some other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or

         (b)      a majority of the Disinterested  Trustees acting on the matter
(provided  that a majority of the  Disinterested  Trustees then in office act on
the matter) or independent  legal counsel in a written opinion shall  determine,
based  upon a review  of the  readily  available  facts  (as  opposed  to a full
trial-type  inquiry),  that  there is  reason  to  believe  that  the  recipient
ultimately will be found entitled to indemnification.

         As used in this Section 4, a "Disinterested  Trustee" is one (x) who is
not an Interested Person of the Trust (including  anyone, as such  Disinterested
Trustee,  who has been  exempted  from being an  Interested  Person by any rule,
regulation  or order  of the  Commission),  and (y)  against  whom  none of such
actions,  suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.

         As used in this  Section  4, the  words  "claim,"  "action,"  "suit" or
"proceeding"  shall apply to all claims,  actions,  suits,  proceedings  (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the  words   "liability"  and  "expenses"  shall  include  without   limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,  fines, penalties
and other liabilities.

Section 5. SHAREHOLDERS. No personal liability for any debt or obligation of the
Trust shall attach to any  Shareholder or former  Shareholder  of the Trust.  In
case any  Shareholder  or former  Shareholder  of the Trust  shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions,  or for some other reason, the Shareholder
or former  Shareholder (or his heirs,  executors,  administrators or other legal
representatives  or in the case of a corporation or

<PAGE>

                                      -24-

other entity, its corporate or other general successor) shall be entitled out of
the assets of the Trust to be held  harmless  from and  indemnified  against all
loss and expense arising from such liability;  provided, however, there shall be
no liability  or  obligation  of the Trust  arising  hereunder to reimburse  any
Shareholder  for taxes  paid by reason of such  Shareholder's  ownership  of any
Share or for  losses  suffered  by reason of any  changes  in value of any Trust
assets. The Trust shall, upon request by the Shareholder or former  Shareholder,
assume the  defense of any claim made  against  the  Shareholder  for any act or
obligation of the Trust and satisfy any judgment thereon.

                                  ARTICLE XIII
                                  ------------

                                  MISCELLANEOUS
                                  -------------

Section 1. TERMINATION OF TRUST. (a) Unless  terminated as provided herein,  the
Trust shall continue,  without limitation of time. Except as may be set forth in
any  Statement  relating to the issuance of Shares,  the Trust,  or any class or
series  thereof may be terminated at any time by the Trustees by written  notice
to the  Shareholders  without a vote of the  shareholders  of the Trust,  or the
class  or  series  as the  case  may  be,  or by  the  affirmative  vote  of the
shareholders  entitled to vote at least  sixty-six  and  two-thirds  percent (66
2/3%) of the outstanding Common Shares and Preferred Shares,  voting as a single
class,  in the case of the termination of the Trust, or by the effected class or
series as the case may be in the event of the  termination of a class or series,
unless such action has previously  been  approved,  adopted or authorized by the
affirmative  vote of  two-thirds  of the  total  number  of  Trustees  fixed  in
accordance  with this  Declaration  of Trust or the  By-Laws,  in which case the
affirmative vote of the holders of at least a majority of the outstanding Common
Shares and Preferred Shares, voting as a single class or the applicable class or
series as the case may be, shall be required.

         Upon  termination  of the Trust or any series or class  thereof,  after
paying or otherwise providing for all charges,  taxes, expenses and liabilities,
whether due or accrued or anticipated, as may be determined by the Trustees, the
Trust  shall,  in  accordance  with such  procedures  as the  Trustees  consider
appropriate,  reduce the remaining assets of the Trust or the applicable  series
or class to distributable  form in cash or other securities,  or any combination
thereof,  and distribute the proceeds to the holders of Preferred  Shares in the
manner set forth by  resolution  of the  Trustees,  and to the holders of Common
Shares  held by such  holders  on the  date of  termination  in the  event  of a
termination of the Trust, or to Shareholders of the applicable  series or class,
as the case may be.

<PAGE>

                                      -25-

Section 2. FILING OF COPIES,  REFERENCES,  HEADINGS.  The  original or a copy of
this instrument,  each amendment hereto and any Statement  authorized by Article
III,  Section 2 hereof  shall be kept in the office of the Trust where it may be
inspected by any  Shareholder.  A copy of this Declaration and of each amendment
and Statement  shall be filed by the Trustees with the Secretary of State of the
Commonwealth of Massachusetts,  as well as any other  governmental  office where
such  filing  may from time to time be  required,  provided,  however,  that the
failure  to so  file  will  not  invalidate  this  Declaration  or  an  properly
authorized  amendment or Statement.  Anyone dealing with the Trust may rely on a
certificate  by an officer or Trustee of the Trust as to whether or not any such
amendments  have been made or  Statements  authorized  and as to any  matters in
connection with the Trust hereunder,  and with the same effect as if it were the
original,  may rely on a copy certified by an officer or Trustee of the Trust to
be a copy of this  instrument or of any such  amendments or Statements.  In this
instrument  or in any such  amendment,  references to this  instrument,  and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to
this  instrument  as a whole and as amended or affected  by any such  amendment.
Headings are placed herein for convenience of reference only, and in case of any
conflict, the text of this instrument,  rather than the headings, shall control.
This  instrument  may be executed in any number of  counterparts,  each of which
shall be deemed an original.

Section 3.  TRUSTEES MAY RESOLVE  AMBIGUITIES.  The Trustees may construe any of
the  provisions  of this  Declaration  insofar  as the  same  may  appear  to be
ambiguous  or  inconsistent  with  any  other  provisions  hereof,  and any such
construction  hereof by the Trustees in good faith shall be conclusive as to the
meaning to be given to such provisions.

Section  4.  AMENDMENTS.  Except  as  otherwise  specifically  provided  in this
Declaration  of Trust,  this  Declaration of Trust may be amended at any time by
vote of a majority of the then Trustees with the consent of shareholders holding
more  than  fifty  percent  (50%)  of  Shares  entitled  to vote.  In  addition,
notwithstanding   any  other  provision  to  the  contrary   contained  in  this
Declaration of Trust,  the Trustees may amend this  Declaration of Trust without
the vote or  consent of  shareholders  (i) at any time if the  Trustees  deem it
necessary  in order for the Trust or any  series  or class  thereby  to meet the
requirements  of  applicable  Federal  or  State  laws  or  regulations,  or the
requirements  of the  regulated  investment  company  provisions of the Internal
Revenue Code, (ii) change the name of the Trust or to supply any omission,  cure
any  ambiguity or cure,  correct or  supplement  any  defective or  inconsistent
provision  contained  herein,  or (iii)  for any  reason  at any  time  before a
registration  statement  under the Securities Act of 1933, as amended,  covering
the initial public offering of Shares has become  effective.  A

<PAGE>

                                      -26-

certification  in recordable form signed by a majority of the Trustees or by the
Secretary or any Assistant  Secretary of the Trust setting forth such  amendment
and reciting that it was duly adopted by the  shareholders or by the Trustees as
aforesaid or a copy of the  Declaration,  as amended,  in recordable  form,  and
executed by a majority of the  Trustees or  certified  by the  Secretary  or any
Assistant Secretary of the Trust, shall be conclusive evidence of such amendment
when lodged among the records of the Trust.

<PAGE>

                                      -27-

         IN WITNESS WHEREOF,  the undersigned,  being a majority of the Trustees
of the Trust, have executed this instrument as of this 18th day of April 2012.

/s/ John P. Amboian                                  /s/ Robert P. Bremner
----------------------------                         --------------------------
John P. Amboian                                      Robert P. Bremner
  as Trustee                                           as Trustee
333 West Wacker Drive                                333 West Wacker Drive
Chicago, Illinois 60606                              Chicago, Illinois  60606


/s/ Jack B. Evans                                    /s/ William C. Hunter
----------------------------                         --------------------------
Jack B. Evans,                                       William C. Hunter,
  as Trustee                                           as Trustee
333 West Wacker Drive                                333 West Wacker Drive
Chicago, Illinois 60606                              Chicago, Illinois  60606


/s/ David J. Kundert                                 /s/ William J. Schneider
----------------------------                         --------------------------
David J. Kundert                                     William J. Schneider,
  as Trustee                                           as Trustee
333 West Wacker Drive                                333 West Wacker Drive
Chicago, Illinois 60606                              Chicago, Illinois  60606


/s/ Judith M. Stockdale                              /s/ Carole E. Stone
----------------------------                         --------------------------
Judith M. Stockdale,                                 Carole E. Stone,
  as Trustee                                           as Trustee
333 West Wacker Drive                                333 West Wacker Drive
Chicago, Illinois 60606                              Chicago, Illinois  60606

/s/ Virginia L. Stringer                             /s/ Terence J. Toth
----------------------------                         --------------------------
Virginia L. Stringer                                 Terence J. Toth,
  as Trustee                                           as Trustee
333 West Wacker Drive                                333 West Wacker Drive
Chicago, Illinois 60606                              Chicago, Illinois  60606
</TEXT>
</DOCUMENT>
