<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>min2a.txt
<DESCRIPTION>AMENDED AND RESTATED DECLARATION OF TRUST
<TEXT>
                                                             EXHIBIT NO. 99.2(a)













                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                          MFS INTERMEDIATE INCOME TRUST



                          Dated as of December 16, 2004


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>        <C>               <C>                                                                 <C>
                                                                                                 PAGE

ARTICLE I--Name and Definitions                                                                     1
           --------------------

         Section 1.1         Name                                                                   1
         Section 1.2         Definitions                                                            1

ARTICLE II--Trustees                                                                                3

         Section 2.1         Number of Trustees                                                     3
         Section 2.2         Term of Office of Trustees                                             3
         Section 2.3         Resignation and Appointment of Trustees                                5
         Section 2.4         Vacancies                                                              5
         Section 2.5         Delegation of Power to Other Trustees                                  5

ARTICLE III--Powers of Trustees                                                                     6
             ------------------

         Section 3.1         General                                                                6
         Section 3.2         Investments                                                            6
         Section 3.3         Legal Title                                                            8
         Section 3.4         Issuance and Repurchase of Securities                                  8
         Section 3.5         Borrowing Money; Lending Trust Property                                8
         Section 3.6         Delegation                                                             8
         Section 3.7         Collection and Payment                                                 8
         Section 3.8         Expenses                                                               9
         Section 3.9         Manner of Acting; By-Laws                                              9
         Section 3.10        Miscellaneous Powers                                                   9

ARTICLE IV--Investment Adviser, Distributor, Custodian and
                    Transfer Agent                                                                 10
                    --------------

         Section 4.1         Investment Adviser                                                    10
         Section 4.2         Distributor                                                           11
         Section 4.3         Custodian                                                             11
         Section 4.4         Transfer Agent                                                        11
         Section 4.5         Parties to Contract                                                   11


ARTICLE V--Limitations of Liability of Shareholders, Trustees and
           ------------------------------------------------------
</TABLE>
                                        -i-
<PAGE>
<TABLE>
<CAPTION>
         <S>       <C>       <C>                                                                   <C>

                   Others                                                                          12

         Section 5.1         No Personal Liability of Shareholders                                 12
         Section 5.2         Limitation of Liability of Trustees and Others                        12
         Section 5.3         Mandatory Indemnification                                             13
         Section 5.4         No Bond Required                                                      15
         Section 5.5         No Duty of Investigation; Notice in Trust
                             Instruments                                                           15
         Section 5.6         Good Faith Action; Reliance on Experts                                16
         Section 5.7         Derivative Actions                                                    16

ARTICLE VI--Shares of Beneficial Interest                                                          17
            -----------------------------

         Section 6.1         Beneficial Interest                                                   17
         Section 6.2         Rights of Shareholders                                                17
         Section 6.3         Trust Only                                                            18
         Section 6.4         Issuance of Shares                                                    18
         Section 6.5         Register of Shares                                                    18
         Section 6.6         Transfer of Shares                                                    19
         Section 6.7         Notices                                                               19
         Section 6.8         Voting Powers                                                         19

ARTICLE VII--Determination of Net Asset Value, Net Income and
             ------------------------------------------------
                      Distributions                                                                20
                      -------------

ARTICLE VIII--Duration; Termination of Trust; Amendment;
                    Mergers, etc.                                                                  21
                    -------------

         Section 8.1         Duration                                                              21
         Section 8.2         Termination of Trust                                                  21
         Section 8.3         Amendment Procedure                                                   21
         Section 8.4         Merger, Consolidation and Sale of Assets                              23
         Section 8.5         Incorporation, Reorganization                                         23
         Section 8.6         Conversion                                                            24
         Section 8.7         Certain Transactions                                                  24

ARTICLE IX--Miscellaneous  26

         Section 9.1         Filing                                                                26
         Section 9.2         Governing Law                                                         26
         Section 9.3         Principal Office                                                      26
         Section 9.4         Counterparts                                                          27
         Section 9.5         Reliance by Third Parties                                             27
         Section 9.6         Provisions in Conflict with Law or Regulations                        27

Signature Page                                                                                     28
</TABLE>
                                        -ii-

<PAGE>



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                          MFS INTERMEDIATE INCOME TRUST


                          Dated as of December 16, 2004


         WHEREAS, MFS Intermediate Income Trust was established pursuant to a
Declaration of Trust dated December 30, 1987, as amended (the "Original
Declaration"), for the investment and reinvestment of funds contributed thereto;

         WHEREAS, the Trustees desire that the beneficial interest in the Trust
assets continue to be divided into transferable Shares of Beneficial Interest
(without par value), as hereinafter provided;

         WHEREAS, the Trustees wish to amend and restate the Original
Declaration in its entirety, and hereby certify that this Amended and Restated
Declaration of Trust has been amended and restated in accordance with the
provisions of the Original Declaration;

         NOW THEREFORE, the Trustees hereby confirm that all money and property
contributed to the Trust hereunder shall be held and managed in trust for the
benefit of holders, from time to time, of the Shares of Beneficial Interest
(without par value) issued hereunder and subject to the provisions hereof, and
that the Original Declaration, including all appendices, is amended and restated
in its entirety as follows.

                                    ARTICLE I

                              NAME AND DEFINITIONS

          Section 1.1.  Name. The name of the Trust is MFS  Intermediate  Income
Trust.

          Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:

         (a) "Advisory Trustee" means any person, which may include a former
Trustee, appointed by resolution of the Trustees to serve the Board in an
advisory capacity, for such period and in accordance with such terms and
conditions as are determined by the Trustees. An Advisory Trustee shall serve

                                       1
<PAGE>

at the  pleasure of the  Trustees and may be removed by the Trustees at any time
and for any  reason,  with or  without  cause,  and may resign at any time by an
instrument  in writing  signed by that  Advisory  Trustee and  delivered  to the
Trust.  Advisory  Trustees,  in their  capacity  as such,  are not  Trustees  or
officers of the Trust for any  purpose and shall have no legal,  voting or other
powers or obligations of Trustees or officers  hereunder,  and shall not perform
the functions of the Trustees or officers in any manner.

         (b) "By-Laws" means the By-laws referred to in Section 3.9 hereof,  as
from time to time amended.

         (c) "Commission" has the meaning given that term in the 1940 Act.

         (d)  "Declaration"  means this  Amended and  Restated  Declaration  of
Trust, as amended from time to time. Reference in this Declaration of Trust
to  "Declaration,"  "hereof,"  "herein" and "hereunder"  shall be deemed to
refer to this Declaration  rather than the article or section in which such
words appear.

         (e)  "Distributor"  means a party  furnishing  services  to the  Trust
pursuant to any contract described in Section 4.2 hereof.

         (f) "Interested Person" has the meaning given that term in the 1940
Act.

         (g)  "Investment  Adviser"  means a party  furnishing  services to the
Trust pursuant to any contract described in Section 4.1 hereof.

         (h) "Majority Shareholder Vote" has the same meaning as the phrase
"vote of a majority of the outstanding voting securities" as defined in the 1940
Act.

         (i) "1940 Act" means the Investment Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time, and as such Act or the
Rules and Regulations thereunder may apply to the Trust pursuant to any
exemptive order or similar relief or interpretation issued by the Commission
under such Act.

         (j) "Person" means and includes individuals, corporations, limited
liability companies, partnerships, trusts, associations, joint ventures and
other entities, whether or not legal entities, and governments and agencies and
political subdivisions thereof, whether domestic or foreign.

         (k) "Shareholder" means a record owner of outstanding Shares.

                                       2
<PAGE>

         (l) "Shares" means the Shares of Beneficial Interest into which the
beneficial interest in the Trust shall be divided from time to time. The term
"Shares" includes fractions of Shares as well as whole Shares.

         (m) "Transfer Agent" means a party furnishing services to the Trust
pursuant to any transfer agency contract described in Section 4.4 hereof.

         (n) "Trust" means the trust hereunder.

         (o) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees.

         (p) "Trustees" means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time be duly elected or appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder. For the avoidance of any doubt,
an "Advisory Trustee" as defined in Section 1.2(a) is not a Trustee for any
purpose hereunder.


                                   ARTICLE II

                                    TRUSTEES

         Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a majority of the Trustees,
provided, however, that the number of Trustees shall in no event be less than
three (3) nor more than fifteen (15). No reduction in the number of Trustees
shall have the effect of removing any Trustee from office prior to the
expiration of his or her term unless the Trustee is specifically removed
pursuant to Section 2.2 hereof at the time of the decrease.

         Section 2.2. Term of Office of Trustees. The Board of Trustees shall be
divided into three classes. Within the limits above specified, the number of
Trustees in each class shall be determined by resolution of the Board of
Trustees. The term of office of the first class shall expire on the date of the
first annual meeting of Shareholders or special meeting in lieu thereof
following January 1, 2002. The term of office of the second class shall expire
on the date of the second annual meeting of Shareholders or special meeting in
lieu thereof. The term of office of the third class shall expire on the date of
the third annual meeting of Shareholders or special meeting in lieu thereof.
Upon expiration of the term of office of each class as set forth above, the
number of Trustees in such class, as determined by the Board of Trustees, shall
be elected for a term expiring on the date of the third annual meeting of
Shareholders or special meeting in lieu thereof following such expiration to
succeed the Trustees whose terms of office expire. The Trustees shall

                                       3
<PAGE>

be elected at an annual meeting of the  Shareholders  or special meeting in lieu
thereof called for that purpose, except as provided in Section 2.3 hereof.

         Each Trustee shall hold office until the earlier of his or her death or
the election and qualification of his or her successor; except that:

         (a) any Trustee may resign his or her trust (without need for prior or
subsequent accounting) by an instrument in writing signed by that Trustee and
delivered to the Trust, which shall take effect upon such delivery or upon such
later date as is specified therein;

         (b) any Trustee may be removed at any time, with or without cause, by
written instrument signed by at least three-quarters of the Trustees, specifying
the date when such removal shall become effective;

         (c) any Trustee who has attained a mandatory retirement age established
pursuant to any written policy adopted from time to time by at least two-thirds
of the Trustees shall, automatically and without action of such Trustee or the
remaining Trustees, be deemed to have retired in accordance with the terms of
such policy, effective as of the date determined in accordance with such policy;
and

         (d) a Trustee may be removed at any meeting of Shareholders by a vote
of Shares representing two-thirds of the outstanding Shares of the Trust
entitled to vote for the election of such Trustee.

Upon the resignation, retirement or removal of a Trustee, or his or her
otherwise ceasing to be a Trustee, that individual shall execute and deliver
such documents as the remaining Trustees shall require for the purpose of
conveying to the Trust or the remaining Trustees any Trust Property held in the
name of the resigning, retiring or removed Trustee. Upon the incapacity or death
of any Trustee, that Trustee's legal representative shall execute and deliver on
his or her behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.

         Except to the extent expressly provided in a written agreement to which
the Trust is a party or in a written policy adopted by the Trustees, no
resigning or removed Trustee shall have any right to any compensation for any
period following his or her resignation or removal, or any right to damages on
account of such removal.

         Section 2.3. Resignation and Appointment of Trustees. In case of the
declination, death, resignation, retirement or removal of any of the Trustees,

                                       4
<PAGE>

or in case a vacancy shall, by reason of an increase in number of Trustees, or
for any other reason, exist, a majority of the remaining Trustees may fill such
vacancy by appointing such other individual as they in their discretion shall
see fit. Any such appointment shall not become effective, however, until the
person appointed shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made by the Trustees then in office in anticipation of a vacancy to occur
by reason of retirement, resignation, removal or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement, resignation, removal or
increase in number of Trustees. The power of appointment is subject to all
applicable provisions of the 1940 Act.

         Section 2.4. Vacancies. The death, declination, resignation,
retirement, removal or incapacity of the Trustees, or any of them, shall not
operate to annul the Trust or to revoke any existing agency created pursuant to
the terms of the Declaration. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in Section 2.3, or while any
Trustee is incapacitated, the other Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by the Declaration, and only such other
Trustees shall be counted for the purposes of the existence of a quorum or the
taking of any action to be taken by the Trustees. A written instrument
certifying the existence of such vacancy or incapacity signed by a majority of
the Trustees shall be conclusive evidence of the existence thereof.

         Section 2.5. Delegation of Power to Other Trustees. Subject to
requirements imposed by the 1940 Act and other applicable law, any Trustee may,
by power of attorney, delegate his power for a period not exceeding six months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two Trustees personally exercise the powers granted to the Trustees
under the Declaration except as otherwise expressly provided herein.

                                   ARTICLE III

                               POWERS OF TRUSTEES

         Section 3.1. General. Subject to the provisions of the Declaration, the
Trustees shall have exclusive and absolute control over the Trust Property and
over the business of the Trust to the same extent as if the Trustees were the
sole owners of the Trust Property and business in their own right, but with such
powers of delegation as may be permitted by the Declaration. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and without The
Commonwealth of Massachusetts, in any and all states of the

                                       5
<PAGE>

United  States of  America,  in the  District  of  Columbia,  and in any and all
commonwealths,  territories,  dependencies,  colonies, possessions,  agencies or
instrumentalities  of the United  States of America and of foreign  governments,
and to do all such other things and execute all such instruments as the Trustees
deem  necessary,  proper or desirable  in order to promote the  interests of the
Trust  although  such  things  are  not  herein  specifically   mentioned.   Any
determination  as to what is in the  interests of the Trust made by the Trustees
in  good  faith  shall  be  conclusive.  In  construing  the  provisions  of the
Declaration,  the  presumption  shall  be in  favor  of a grant  of power to the
Trustees.

         The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power or any other power of the Trustees hereunder. Such
powers of the Trustees may be exercised without order of or resort to any court.

         Section 3.2.  Investments.  (a) The Trustees shall have the power:

         (i) to conduct, operate and carry on the business of an investment
company;

         (ii) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in or dispose of securities of every nature and kind, U.S. and
foreign currencies, any form of gold or other precious metal, commodity
contracts, any form of option contract, contracts for the future acquisition or
delivery of fixed income or other securities, derivative instruments of every
kind, "when-issued" or standby contracts, and all types of obligations or
financial instruments, including, without limitation, all types of bonds,
debentures, stocks, negotiable or non-negotiable instruments, obligations,
evidences of indebtedness, certificates of deposit or indebtedness, commercial
paper, repurchase agreements, bankers' acceptances, and other securities of any
kind, issued, created, guaranteed or sponsored by any and all Persons,
including, without limitation,

         (A) states, territories and possessions of the United States and the
District of Columbia and any political subdivision, agency or instrumentality of
any such Person,

         (B) the U.S. Government, any foreign government, or any political
subdivision or any agency or instrumentality of the U.S. Government or any
foreign government,

         (C) any international instrumentality,

         (D) any bank or savings institution, or

                                       6
<PAGE>

         (E) any corporation or organization organized under the laws of the
United States or of any state, territory or possession thereof, or under any
foreign law;

to retain Trust assets in cash and from time to time to change the investments
in which the assets of the Trust are invested; and to exercise any and all
rights, powers and privileges of ownership or interest in respect of any and all
such investments of every kind and description, including, without limitation,
the right to consent and otherwise act with respect thereto, with power to
designate one or more Persons to exercise any of said rights, powers and
privileges in respect of any of said investments; and

         (iii) to carry on any other business in connection with or incidental
to any of the foregoing powers, to do everything necessary, proper or desirable
for the accomplishment of any purpose or the attainment of any object or the
furtherance of any power hereinbefore set forth, and to do every other act or
thing incidental or appurtenant to or connected with the aforesaid purposes,
objects or powers.

         (b) The Trustees shall not be limited to investing in securities or
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.

         (c) Notwithstanding any other provision of the Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by Shareholders to either invest all or a portion of the
Trust Property, or sell all or a portion of such Trust Property and invest the
proceeds of such sales, in one or more other investment companies to the extent
not prohibited by the 1940 Act.

         Section 3.3. Legal Title. Legal title to all Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name of any
other Person or nominee, on such terms as the Trustees may determine. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each person who may hereafter become a Trustee. Upon the
resignation, retirement, removal 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 whether or not conveyancing documents have
been executed and delivered.

                                       7
<PAGE>

         Section 3.4. Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII and VIII hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds of the Trust or other Trust Property, whether capital or
surplus or otherwise.

         Section 3.5. Borrowing Money; Lending Trust Property. The Trustees
shall have power to borrow money or otherwise obtain credit and to secure the
same by mortgaging, pledging or otherwise subjecting as security the Trust
Property, to endorse, guarantee, or undertake the performance of any obligation,
contract or engagement of any other Person and to lend Trust Property.

         Section 3.6. Delegation. The Trustees shall have power to delegate from
time to time to such of their number or to officers, employees, any Investment
Adviser, Distributor, custodian, agent or independent contractor of the Trust
the doing of such things and the execution of such instruments either in the
name of the Trust or the names of the Trustees or otherwise as the Trustees may
deem appropriate or expedient.

         Section 3.7. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.

         Section 3.8. Expenses. The Trustees shall have the power to incur and
pay any expenses which in the opinion of the Trustees are necessary or
incidental to carry out any of the purposes of the Declaration, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees, Trustees and
Advisory Trustees.

         Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided
herein, in the 1940 Act or in the By-Laws, any action to be taken by the
Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees at which a quorum is present, including any meeting held by means of a
conference telephone circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, or by
written consents of two-thirds of the Trustees. The Trustees may adopt By-Laws
not inconsistent with the Declaration to provide for the conduct of the business
of the Trust and may amend or repeal such By-Laws to the extent permitted
therein at any time.

                                       8
<PAGE>

          Section 3.10.  Miscellaneous  Powers.  Without limiting the foregoing,
the Trustees shall have the power to:

         (a) employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust;

         (b) enter into joint ventures, partnerships and any other combinations
or associations;

         (c) elect and remove such officers and appoint and terminate such
agents or employees as they consider appropriate, in each case with or without
cause, and appoint and terminate any one or more committees which may exercise
some or all of the power and authority of the Trustees as the Trustees may
determine;

         (d) 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 Shareholders, any administrator, Trustees,
Advisory Trustees, officers, employees, agents, any Investment Adviser, any
Distributor, selected dealers or independent contractors of the Trust against
all claims arising by reason of holding any such position or by reason of any
action taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such liability;

         (e) establish pension, profit-sharing, Share purchase, deferred
compensation, and other retirement, incentive and benefit plans for any
Trustees, officers, employees or agents of the Trust;

         (f) to the extent permitted by law, indemnify any person with whom the
Trust has dealings, including any Investment Adviser, administrator, custodian,
Distributor, Transfer Agent, shareholder servicing agent and any dealer, to such
extent as the Trustees shall determine;

         (g) guarantee indebtedness or contractual obligations of others;

         (h) determine and change the fiscal year of the Trust and the method by
which its accounts shall be kept; and

         (i) adopt a seal for the Trust, provided that the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust.

                                       9
<PAGE>

                                   ARTICLE IV

          INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT

         Section 4.1. Investment Adviser. Subject to applicable requirements of
the 1940 Act, the Trustees may in their discretion from time to time enter into
one or more investment advisory or management contracts whereby the other party
to each such contract shall undertake to furnish the Trust such management,
investment advisory, statistical and research facilities and services,
promotional activities, and such other facilities and services, if any, as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine. Notwithstanding
any provision of the Declaration, the Trustees may delegate to the Investment
Adviser authority (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales, loans or
exchanges of assets of the Trust on behalf of the Trustees or may authorize any
officer, employee or Trustee to effect such purchases, sales, loans or exchanges
pursuant to recommendations of the Investment Adviser (and all without further
action by the Trustees). Any of such purchases, sales, loans or exchanges shall
be deemed to have been authorized by all the Trustees. Such services may be
provided by one or more Persons.

         Section 4.2. Distributor. Subject to applicable requirements of the
1940 Act, the Trustees may in their discretion from time to time enter into one
or more exclusive or non-exclusive distribution contracts providing for the sale
of Shares, whereby the Trust may either agree to sell the Shares to the other
party to any such contract or appoint any such other party its sales agent for
such Shares. In either case, any such contract shall be on such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of the Declaration
or the By-Laws; and such contract may also provide for the repurchase or sale of
Shares by such other party as principal or as agent of the Trust and may provide
that such other party may enter into selected dealer agreements or agency
agreements with securities dealers or other Persons to further the purpose of
the distribution or repurchase of the Shares. Such services may be provided by
one or more Persons.

         Section 4.3. Custodian. The Trustees may in their discretion from time
to time enter into one or more contracts whereby the other party to each such
contract shall undertake to furnish such custody services to the Trust as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of the 1940 Act,
the Declaration or the By-Laws. The Trustees may authorize any custodian to
employ one or more sub-custodians from time to time to perform such of the
services of the custodian as the Trustees shall from time to time consider

                                       10
<PAGE>

desirable. Services described in this Section may be provided by one or more
Persons.

         Section 4.4. Transfer Agent. The Trustees may in their discretion from
time to time enter into one or more transfer agency or sub-transfer agency and
shareholder servicing contracts whereby the other party to each such contract
shall undertake to furnish such transfer agency and/or shareholder services to
the Trust as the Trustees shall from time to time consider desirable and all
upon such terms and conditions as the Trustees may in their discretion
determine, provided that such terms and conditions are not inconsistent with the
provisions of the Declaration or the By-Laws. Such services may be provided by
one or more Persons.

         Section 4.5. Parties to Contract. Any contract of the character
described in any Section of this Article IV may be entered into with any Person,
although one or more of the Trustees or officers of the Trust may be an officer,
partner, director, trustee, shareholder, or member of such other party to the
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 any such 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 IV or the By-Laws. The same Person may be the other party to contracts
entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above, 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 4.5.

                                    ARTICLE V

                    LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
                               TRUSTEES AND OTHERS

         Section 5.1. No Personal Liability of Shareholders. No Shareholder or
former Shareholder shall be subject to any personal liability whatsoever to any
Person in connection with Trust Property or the acts, obligations or affairs of
the Trust solely by reason of being or having been a Shareholder. The Trust
shall indemnify and hold each Shareholder and former Shareholder harmless from
and against all claims and liabilities to which such Shareholder may become
subject solely by reason of his or her being or having been a Shareholder (other
than taxes payable by virtue of owning Shares), and shall reimburse such
Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The rights accruing to a
Shareholder or former Shareholder under this Section 5.1 shall not exclude any
other right to which such Shareholder may be lawfully

                                       11
<PAGE>

entitled, nor shall anything herein contained restrict the right of the Trust to
indemnify or reimburse a Shareholder or former  Shareholder  in any  appropriate
situation even though not specifically  provided herein.  The Trust shall,  upon
request by a Shareholder or former Shareholder,  assume the defense of any claim
made against such Shareholder for any act or obligation of the Trust and satisfy
any judgment thereon from the assets of the Trust.

         Section 5.2. Limitation of Liability of Trustees and Others. (a) No
Trustee, Advisory Trustee, officer or employee or agent of the Trust shall be
subject to any liability whatsoever to any Person in connection with Trust
Property or the affairs of the Trust, and no Trustee or Advisory Trustee shall
be responsible or liable in any event for any neglect or wrongdoing of any
officer, employee or agent of the Trust or for the act or omission of any other
Trustee or Advisory Trustee. For the sake of clarification and without limiting
the foregoing, the appointment, designation or identification of a Trustee as
the Chair of the Trustees, the lead or assistant lead independent Trustee, a
member or Chair of a committee of the Trustees, an expert on any topic or in any
area (including an audit committee financial expert) or any other special
appointment, designation or identification given to a Trustee, shall not (a)
impose on that person any duty, obligation or liability that is greater than the
duties, obligations and liabilities imposed on that person as a Trustee in the
absence of the appointment, designation or identification or (b) affect in any
way such Trustee's rights or entitlement to indemnification, and no Trustee who
has special skills or expertise, or is appointed, designated or identified as
aforesaid, shall (x) be held to a higher standard of care by virtue thereof or
(y) be limited with respect to any indemnification to which such Trustee would
otherwise be entitled. Notwithstanding anything to the contrary in this Section
5.2(a) or otherwise, nothing in the Declaration shall protect any Trustee,
Advisory Trustee, officer, employee or agent of the Trust against any liability
to the Trust or its Shareholders to which he, she or it 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, her or its
office or position with or on behalf of the Trust.

         (b) All persons extending credit to, contracting with or having claim
against the Trust shall look solely to the assets of the Trust for payment under
such credit, contract or claim; and neither any Trustee or Advisory Trustee, nor
any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor.

         Section 5.3. Mandatory Indemnification.  (a) Subject to the exceptions
and limitations contained in paragraph (b) below:

         (i) every person who is or has been a Trustee, Advisory Trustee or
officer of the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust against all liability and against all expenses

                                       12
<PAGE>

reasonably incurred or paid by him or her in connection with any claim, action,
suit or proceeding in which that individual becomes involved as a party or
otherwise by virtue of being or having been a Trustee, Advisory Trustee or
officer and against amounts paid or incurred by that individual in the
settlement thereof;

         (ii) the words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or 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 or compromise, fines, penalties and other
liabilities.

         (b) No indemnification shall be provided hereunder to a Covered Person:

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

         (ii) with respect to any matter as to which the Covered Person shall
have been finally adjudicated not to have acted in good faith in the reasonable
belief that that individual's action was in the best interest of the Trust; or

         (iii) in the event of a settlement involving a payment by a Trustee,
Advisory Trustee or officer or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) above 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 that
individual's office by the court or other body approving the settlement or other
disposition or by a reasonable determination, based upon a review of readily
available facts (as opposed to a full trial-type inquiry) that that individual
did not engage in such conduct:

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

                  (B) by written opinion of (i) the then-current legal counsel
to the Trustees who are not Interested Persons of the Trust or (ii) other legal
counsel chosen by a majority of the Disinterested Trustees (or if there are no
Disinterested Trustees with respect to the matter in question, by a majority of

                                       13
<PAGE>

the Trustees who are not Interested Persons of the Trust) and determined by them
in their reasonable judgment to be independent.

         (c) 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 a Covered Person
and shall inure to the benefit of the heirs, executors and administrators of
such person. Nothing contained herein shall limit the Trust from entering into
other insurance arrangements or affect any rights to indemnification to which
Trust personnel, including Covered Persons, may be entitled by contract or
otherwise under law.

         (d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the Covered Person to repay
such amount if it is ultimately determined that the Covered Person is not
entitled to indemnification under this Section 5.3, provided that either:

         (i) 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

         (ii) 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 legal counsel meeting the requirement in Section 5.3(b)(iii)(B)
above in a written opinion, shall determine, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.

         As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) 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 had been pending.

         (e) With respect to any such determination or opinion referred to in
clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be
afforded that the Covered Person has not engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office in accordance with pronouncements of the
Commission.

                                       14
<PAGE>

         Section 5.4. No Bond Required. No Trustee, Advisory Trustee or officer
shall be obligated to give any bond or other security for the performance of any
of his or her duties hereunder.

         Section 5.5. No Duty of Investigation; Notice in Trust Instruments. No
purchaser, lender, shareholder servicing agent, Transfer Agent or other Person
dealing with the Trustees or any officer, employee or agent of the Trust shall
be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent or
be liable for the application of money or property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively presumed to have been executed
or done by the executors thereof only in their capacity as Trustees under the
Declaration or in their capacity as officers, employees or agents of the Trust.
Every written obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking made or issued by the Trustees or officers
shall recite that the same is executed or made by them not individually, but as
or on behalf of Trustees under the Declaration, and that the obligations of any
such instrument are not binding upon any of the Trustees, officers or
Shareholders individually, but bind only the Trust estate, and may contain any
further recital deemed appropriate, but the omission of such recital shall not
operate to bind any of the Trustees, officers or Shareholders individually. The
Trustees may maintain insurance for the protection of the Trust Property,
Shareholders, Trustees, Advisory Trustees, officers, employees and agents in
such amount as the Trustees shall deem adequate to cover possible tort
liability, and such other insurance as the Trustees in their sole judgment shall
deem advisable.

         Section 5.6. Good Faith Action; Reliance on Experts. The exercise by
the Trustees or the officers of the Trust of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances then
prevailing shall be binding upon everyone interested. The Trustees or the
officers of the Trust shall not be liable for errors of judgment or mistakes of
fact or law. Each Trustee and officer or employee of the Trust shall, in the
performance of his or her duties, be under no liability and fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon advice of counsel, or upon reports made to the Trust by any of its
officers or employees or by the Investment Adviser, the Distributor, Transfer
Agent, custodian, any shareholder servicing agent, selected dealers,
accountants, appraisers or other experts or consultants selected with reasonable
care by the Trustees, officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

                                       15
<PAGE>

         Section 5.7. Derivative Actions. No Shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Trustees requesting the Trustees to bring or
maintain such action, proceeding or claim. Such demand shall be excused only
when the plaintiff makes a specific showing that irreparable injury to the Trust
would otherwise result, or if a majority of the Board of Trustees, or a majority
of any committee established to consider the merits of such action, has a
material personal financial interest in the action at issue. A Trustee shall not
be deemed to have a personal financial interest in an action or otherwise be
disqualified from ruling on a Shareholder demand by virtue of the fact that such
Trustee receives remuneration from his or her service on the Board of Trustees
of the Trust or on the boards of one or more investment companies with the same
or an affiliated investment adviser or underwriter, or the amount of such
remuneration.

         Such demand shall be mailed to the Secretary or Clerk of the Trust at
the Trust's principal office and shall set forth in reasonable detail the nature
of the proposed court action, proceeding or claim and the essential facts relied
upon by the Shareholder to support the allegations made in the demand. The
Trustees shall consider such demand within 45 days of its receipt by the Trust.
In their sole discretion, the Trustees may submit the matter to a vote of
Shareholders of the Trust, as appropriate. Any decision by the Trustees to
bring, maintain or settle (or not to bring, maintain or settle) such court
action, proceeding or claim, or to submit the matter to a vote of Shareholders,
shall be made by the Trustees in their business judgment and shall be binding
upon the Shareholders. Any decision by the Trustees to bring or maintain a court
action, proceeding or suit on behalf of the Trust shall be subject to the right
of the Shareholders under Section 6.8 of the Declaration to vote on whether or
not such court action, proceeding or suit should or should not be brought or
maintained.

                                   ARTICLE VI

                          SHARES OF BENEFICIAL INTEREST

         Section 6.1. Beneficial Interest. The interest of the beneficiaries
hereunder may be divided into transferable Shares of Beneficial Interest
(without par value). The number of Shares authorized hereunder is unlimited. All
Shares issued hereunder including, without limitation, Shares issued in
connection with a dividend in Shares or a split of Shares, shall be fully paid
and non-assessable.

         Section 6.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest

                                       16
<PAGE>

conferred  by  their  Shares,  and  they  shall  have no  right  to call for any
partition or division of any property, profits, rights or interests of the Trust
nor can they be  called  upon to  assume  any  losses  of the Trust or suffer an
assessment of any kind by virtue of their ownership of Shares.  The Shares shall
be  personal  property  giving  only the  rights  specifically  set forth in the
Declaration. The Shares shall not entitle the holder to preference,  preemptive,
appraisal,  conversion  or  exchange  rights.  By  becoming a  Shareholder  each
Shareholder  shall be held  expressly to have assented to and agreed to be bound
by the provisions of the Declaration.

         Section 6.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in the Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.

         Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times, and on such terms as the Trustees may deem
best, and may in such manner acquire other assets (including the acquisition of
assets subject to, and in connection with, the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares. The Trustees may from time to time divide or combine the
Shares into a greater or lesser number without thereby changing their
proportionate beneficial interests in Trust Property. Contributions to the Trust
may be accepted for whole Shares and/or 1/1,000ths of a Share or integral
multiples thereof.

         Section 6.5. Register of Shares. A register or registers shall be kept
at the principal office of the Trust or at an office of the Transfer Agent which
shall contain the names and addresses (which may be addresses for electronic
delivery) of the Shareholders and the number of Shares held by them respectively
and a record of all transfers thereof. Such register shall be conclusive as to
who are the holders of the Shares and who shall be entitled to receive dividends
or distributions or otherwise to exercise or enjoy the rights of Shareholders.
No Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to that Shareholder as provided herein or
in the By-Laws, until the Shareholder has given his or her address to the
Transfer Agent or such other officer or agent of the Trustees as shall keep the
said register for entry thereon. The Trustees, in their discretion, may
authorize the issuance of Share certificates and promulgate appropriate rules
and regulations as to their use.

                                       17
<PAGE>

         Section 6.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by the record holder's
agent thereunto authorized in writing, upon delivery to the Trustees or, if
there is a Transfer Agent with respect to such Shares, the Transfer Agent of a
duly executed instrument of transfer together with any certificate or
certificates (if issued) for such Shares and such evidence of the genuineness of
each such execution and authorization and of other matters as may reasonably be
required. Upon such delivery the transfer shall be recorded on the register of
the Trust. Until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer, employee or agent
of the Trust shall be affected by any notice of the proposed transfer.

         Any Person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent; but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.

         Section 6.7. Notices. Any and all notices to which any Shareholder may
be entitled and any and all communications shall be deemed duly served or given
(i) if mailed, postage prepaid, addressed to any Shareholder of record at the
Shareholder's last known address as recorded on the register of the Trust, (ii)
if sent by electronic transmission to the Shareholder of record at the
Shareholder's last known address for electronic delivery as recorded on the
register of the Trust, (iii) if mailed or sent by electronic delivery to one or
more members of the Shareholder's household in accordance with applicable law or
regulation, or (iv) if otherwise sent in accordance with applicable law or
regulation.

         Section 6.8. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees when that issue is submitted to
Shareholders, and for the removal of Trustees as provided in Section 2.2 hereof,
(ii) with respect to any investment advisory or management contract on which a
shareholder vote is required by the 1940 Act, (iii) with respect to termination
of the Trust to the extent and as provided in Section 8.2 hereof, (iv) with
respect to any amendment of the Declaration to the extent and as provided in
Section 8.3 hereof, (v) with respect to any merger, consolidation, or sale of
assets to the extent and as provided in Sections 8.4 and 8.7 hereof, (vi) with
respect to any conversion of the Trust to an "open-end company" to the extent
and as provided in Section 8.6 hereof, (vii) to the same extent as

                                       18
<PAGE>

the stockholders of a Massachusetts  business corporation as to whether or not a
court action,  proceeding or claim should or should not be brought or maintained
derivatively  or as a class  action on behalf of the Trust or the  Shareholders,
and (viii) with respect to such additional  matters relating to the Trust as may
be required by the  Declaration,  the By-Laws,  or any registration of the Trust
with the  Commission  (or any successor  agency) or any other  regulator  having
jurisdiction  over the Trust,  or as the  Trustees  may  consider  necessary  or
desirable.

         A Shareholder shall be entitled to one vote for each Share owned by
such Shareholder on each matter on which such Shareholder is entitled to vote
and each fractional Share shall be entitled to a proportionate fractional vote.
Shares held in the treasury of the Trust shall not be voted.

         Except when a larger vote is required by applicable law or by any
provision of the Declaration or the By-Laws, if any, Shares representing a
majority of the Shares voted in person or by proxy shall decide any questions
and a plurality shall elect a Trustee, provided that abstentions and broker
non-votes shall not be counted as votes cast but shall be counted as being
present for purposes of determining the existence of a quorum.

         There shall be no cumulative voting in the election of Trustees. Until
Shares are issued and during any period when no Shares are outstanding, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, the Declaration or the By-Laws to be taken by Shareholders. The
By-Laws may include further provisions for Shareholder votes and meetings and
related matters.

                                   ARTICLE VII

                        DETERMINATION OF NET ASSET VALUE,
                          NET INCOME AND DISTRIBUTIONS

         The Trustees, in their absolute discretion, may prescribe and shall set
forth in the By-Laws or in a duly adopted vote of the Trustees such bases and
times for determining the per Share net asset value of the Shares or net income,
or the declaration and payment of dividends and distributions, as they may deem
necessary or desirable.

                                  ARTICLE VIII

                         DURATION; TERMINATION OF TRUST;
                            AMENDMENT; MERGERS, ETC.

          Section 8.1. Duration.  The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII.

                                       19
<PAGE>

          Section 8.2.  Termination of Trust. (a) The Trust may be terminated at
any time  (i) by the  affirmative  vote of the  holders  of not  less  than
two-thirds  of the Shares  outstanding  and  entitled  to vote at any meeting of
Shareholders,  or (ii) by the  Trustees by written  notice to the  Shareholders.
Upon the termination of the Trust:

         (i) The Trust shall carry on no business except for the purpose of
winding up its affairs;

         (ii) The Trustees shall proceed to wind up the affairs of the Trust and
all the powers of the Trustees under the Declaration shall continue until the
affairs of the Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the remaining
Trust Property to one or more Persons at public or private sale for
consideration which may consist in whole or in part of cash, securities or other
property of any kind, discharge or pay its liabilities, and to do all other acts
appropriate to liquidate its business; and

         (iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property, in cash or in kind or partly in cash
and partly in kind, among the Shareholders of the Trust according to their
respective rights.

         (b) After termination of the Trust and distribution to the Shareholders
of the Trust as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust an instrument in writing setting forth the
fact of such termination, and the Trustees shall thereupon be discharged from
all further liabilities and duties hereunder with respect to the Trust, and the
rights and interests of all Shareholders of the Trust shall thereupon cease.

         Section 8.3. Amendment Procedure. (a) Except as specifically provided
herein, the Trustees may, without any Shareholder vote, amend or otherwise
supplement the Declaration by making an amendment, a Declaration of Trust
supplemental hereto or an amended and restated Declaration. Without limiting the
foregoing power reserved to the Trustees, the Trustees may, without any
Shareholder vote, amend the Declaration to change the name or principal office
of the Trust, to supply any omission, to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, or if they deem it
necessary or advisable, to conform the Declaration to the requirements of
applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as
amended, but the Trustees shall not be liable for failing to do so. Shareholders
shall have the right to vote on (i) any

                                       20
<PAGE>

amendment that would affect their right to vote granted in Section 6.8; (ii) any
amendment to Section  8.3(a) or (b);  (iii) any  amendment as may be required by
law or by the Trust's registration statement to be approved by Shareholders; and
(iv) any  amendment  submitted  to them by the  Trustees.  Except  as  otherwise
provided in Section 8.3(c),  any amendment on which  Shareholders have the right
to vote shall require a Majority  Shareholder  Vote of the  Shareholders  of the
Trust,  or the  written  consent,  without a meeting,  of the  holders of Shares
representing  not less than a majority of the voting  power of the Shares of the
Trust.

         (b) Nothing contained in the Declaration shall permit the amendment of
the Declaration to impair the exemption from personal liability of the
Shareholders, former Shareholders, Trustees, Advisory Trustees, officers,
employees and agents of the Trust or to permit assessments upon Shareholders or
former Shareholders. Notwithstanding anything else herein, any amendment to
Section 5.3 shall not limit the rights to indemnification or insurance provided
therein with respect to actions or omissions of persons entitled to
indemnification under such Section prior to such amendment.

         (c) No amendment may be made which shall amend, alter, change or repeal
any of the provisions of Section 2.2, Section 8.2, this Section 8.3(c), Section
8.4, Section 8.6 and Section 8.7 unless the amendment effecting such amendment,
alteration, change or repeal shall receive the affirmative vote or consent of
sixty-six and two-thirds percent (66 2/3%) of the Shares outstanding and
entitled to vote. Such affirmative vote or consent shall be in addition to the
vote or consent of the holders of Shares otherwise required by law or by the
terms of any class or series of preferred stock, whether now or hereafter
authorized, or any agreement between the Trust and any national securities
exchange.

         (d) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders (if
applicable) or by the Trustees as aforesaid or a copy of the Declaration, as
amended, and executed by a majority of the Trustees, shall be conclusive
evidence of such amendment when lodged among the records of the Trust.

         Section 8.4. Merger, Consolidation and Sale of Assets. Subject to
applicable law and except as otherwise provided in Section 8.5 hereof, 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 the
Trust Property including its good will, upon such terms and conditions and for
such consideration when and as authorized (a) at any meeting of Shareholders
called for the purpose by the affirmative vote of the holders of not less than
two-thirds of the Shares outstanding and entitled to vote, or (b) by the written
consent, without a meeting, of the holders of not less than two-thirds of such
Shares, provided, however, that if such merger, consolidation, sale, lease or
exchange is recommended by the Trustees, the vote or written consent of the
holders of a majority of Shares outstanding and entitled to vote, shall be
sufficient authorization. Any such merger, consolidation,

                                       21
<PAGE>

sale,  lease  or  exchange  shall  be  deemed  for all  purposes  to  have  been
accomplished  under  and  pursuant  to  the  statutes  of  The  Commonwealth  of
Massachusetts.   Such  transactions  may  be  effected  through  share-for-share
exchanges,  transfers or sales of assets,  in-kind  redemptions  and  purchases,
exchange offers, or any other method approved by the Trustees. Nothing contained
herein shall be construed as requiring  approval of Shareholders for any sale of
assets  in  the  ordinary  course  of the  business  of the  Trust,  or for  any
transaction, whether deemed a merger, consolidation,  reorganization or exchange
of shares 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.

         Section 8.5. Incorporation, Reorganization. The Trustees may, without
the vote or consent of Shareholders, cause to be organized or assist in
organizing a corporation or corporations under the laws of any jurisdiction, or
any other trust (or series or class of a trust), unit investment trust,
partnership, limited liability company, association or other organization to
acquire all or a portion of the Trust Property or to carry on any business in
which the Trust shall directly or indirectly have any interest, and to sell,
convey and transfer such Trust Property to any such corporation, trust (or
series or class of a trust), partnership, limited liability company, association
or organization in exchange for the shares or securities thereof or otherwise,
and to lend money to, subscribe for the shares or securities of, and enter into
any contracts with any such corporation, trust, partnership, association or
organization in which the Trust holds or is about to acquire shares or any other
interest. The Trustees may also, without the vote or consent of Shareholders,
cause a merger or consolidation between the Trust or any successor thereto and
any such corporation, trust (or series or class of a trust), partnership,
association or other organization if and to the extent permitted by law. The
Trustees shall provide written notice to affected Shareholders of each
transaction pursuant to this Section 8.5. Such transactions may be effected
through share-for-share exchanges, transfers or sales of assets, in-kind
redemptions and purchases, exchange offers, or any other method approved by the
Trustees.

         Section 8.6. Conversion. Notwithstanding any other provision of this
Declaration, the conversion of the Trust from a "closed-end company" to an
"open-end company," as those terms are defined in the 1940 Act, shall require
the affirmative vote or consent of the holders of sixty-six and two-thirds
percent (66 2/3%) of the Shares outstanding and entitled to vote. Such
affirmative vote or consent shall be in addition to the vote or consent of the
holders of the Shares otherwise required by law or by the terms of any class or


                                       22
<PAGE>

series of preferred stock, whether now or hereafter authorized, or any agreement
between the Trust and any national securities exchange.

         Section 8.7. Certain Transactions. (a) Notwithstanding any other
provision of this Declaration and subject to the exceptions provided in
paragraph (d) of this Section, the types of transactions described in paragraph
(c) of this Section shall require the affirmative vote or consent of the holders
of sixty-six and two-thirds percent (66 2/3%) of the Shares outstanding and
entitled to vote, when a Principal Shareholder (as defined in paragraph (b) of
this Section) is a party to the transaction. Such affirmative vote or consent
shall be in addition to the vote or consent of the Shareholders otherwise
required by law or by the terms of any class or series of preferred stock,
whether now or hereafter authorized, or any agreement between the Trust and any
national securities exchange.

         (b) The term "Principal Shareholder" shall mean any corporation, person
or other entity which is the beneficial owner, directly or indirectly, of more
than five percent (5%) of the outstanding Shares and shall include any affiliate
or associate, as such terms are defined in clause (ii) below, of a Principal
Shareholder. For the purposes of this Section, in addition to the Shares which a
corporation, person or other entity beneficially owns directly, (a) any
corporation, person or other entity shall be deemed to be the beneficial owner
of any Shares (i) which it has the right to acquire pursuant to any agreement or
upon exercise of conversion rights or warrants, or otherwise (but excluding
share options granted by the Trust) or (ii) which are beneficially owned,
directly or indirectly (including Shares deemed owned through application of
clause (i) above), by any other corporation, person or entity with which its
"affiliate" or "associate" (as defined below) has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of
Shares, or which is its "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect on December 1, 1986, and (b) the outstanding Shares
shall include Shares deemed owned through application of clauses (i) and (ii)
above but shall not include any other shares which may be issuable pursuant to
any agreement, or upon exercise of conversion rights or warrants, or otherwise.

         (c) This Section shall apply to the following transactions:

         (i) the merger or consolidation of the Trust or any subsidiary of the
Trust with or into any Principal Shareholder;

         (ii) the issuance of any securities of the Trust to any Principal
Shareholder for cash;

                                       23
<PAGE>

         (iii) the sale, lease or exchange of all or any substantial part of the
assets of the Trust to any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for the purpose
of such computation all assets sold, leased or exchanged in any series of
similar transactions within a twelve-month period);

         (iv) the sale, lease or exchange to the Trust or any subsidiary
thereof, in exchange for securities of the Trust of any assets of any Principal
Shareholder (except assets having an aggregate fair market value of less than
$1,000,000, aggregating for the purposes of such computation all assets sold,
leased or exchanged in any series of similar transactions within a twelve-month
period).

         (d) The provisions of this Section shall not be applicable to (i) any
of the transactions described in paragraph (c) of this Section if the Board of
Trustees of the Trust shall by resolution have approved a memorandum of
understanding with such Principal Shareholder with respect to and substantially
consistent with such transaction, or (ii) any such transaction with any
corporation of which a majority of the outstanding shares of all classes of
stock normally entitled to vote in elections of directors is owned of record or
beneficially by the Trust and its subsidiaries.

         (e) The Board of Trustees shall have the power and duty to determine
for the purposes of this Section on the basis of information known to the Trust,
whether (i) a corporation, person or entity beneficially owns more than five
percent (5%) of the outstanding Shares, (ii) a corporation, person or entity is
an "affiliate" or "associate" (as defined above) of another, (iii) the assets
being acquired or leased to or by the Trust or any subsidiary thereof,
constitute a substantial part of the assets of the Trust and have an aggregate
fair market value of less than $1,000,000, and (iv) the memorandum of
understanding referred to in paragraph (d) hereof is substantially consistent
with the transaction covered thereby. Any such determination shall be conclusive
and binding for all purposes of this Section.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1. Filing. The Declaration and any subsequent amendment
hereto shall be filed in the office of the Secretary of The Commonwealth of
Massachusetts and in such other place or places as may be required under the
laws of The Commonwealth of Massachusetts and may also be filed or recorded in
such other places as the Trustees deem appropriate, provided that the failure to
so file shall not invalidate this instrument or any properly authorized
amendment hereto. Each amendment so filed shall be accompanied by a certificate
signed and acknowledged by an officer or Trustee stating that such

                                       24
<PAGE>

action was duly taken in a manner provided herein,  and unless such amendment or
such  certificate  sets  forth some  other  time for the  effectiveness  of such
amendment,  such  amendment  shall be  effective  upon its  filing.  A  restated
Declaration,  integrating into a single  instrument all of the provisions of the
Declaration which are then in effect and operative, may be executed from time to
time by a majority of the Trustees and shall,  upon filing with the Secretary of
The  Commonwealth  of  Massachusetts,  be conclusive  evidence of all amendments
contained  therein and may  thereafter  be  referred to in lieu of the  original
Declaration and the various amendments thereto.

         Section 9.2. Governing Law. The Declaration is executed by the Trustees
and delivered in The Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said Commonwealth. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust,
and the absence of a specific reference herein to any such power, privilege, or
action shall not imply that the Trust may not exercise such power or privilege
or take such action.

         Section 9.3. Principal Office. The principal office of the Trust is 500
Boylston Street, Boston, Massachusetts. The Trustees, without a vote of
Shareholders, may change the principal office of the Trust.

         Section 9.4. Counterparts. The Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.

         Section 9.5. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, appears to be an officer
or Trustee hereunder, certifying to: (i) the number or identity of Trustees or
Shareholders, (ii) the due authorization of the execution of any instrument or
writing, (iii) the form of any vote passed at a meeting of Trustees or
Shareholders, (iv) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
the Declaration, (v) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees, or (vi) the existence of any fact or facts
which in any manner relates to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.

         Section 9.6.  Provisions in Conflict with Law or Regulations.

                                       25
<PAGE>

         (a) The provisions of the Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company or
other provisions of the Internal Revenue Code of 1986, as amended, or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of the Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of the
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

         (b) If any provision of the Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration in any jurisdiction.


                                       26
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the day and year first written above.



LAWRENCE H. COHN
--------------------------------------------
Lawrence H. Cohn
As Trustee and Not Individually
45 Singletree Road
Chestnut Hill MA  02467


DAVID H. GUNNING
------------------------------------
David H. Gunning
As Trustee and Not Individually
2571 N. Park Blvd.
Cleveland Heights OH  44106


WILLIAM R. GUTOW
--------------------------------------------
William R. Gutow
As Trustee and Not Individually
3 Rue Dulac
Dallas TX  75230


MICHAEL HEGARTY
--------------------------------------------
Michael Hegarty
As Trustee and Not Individually
177 Old Briarcliff Road
Briarcliff Manor NY  10510


J. ATWOOD IVES
--------------------------------------------
J. Atwood Ives
As Trustee and Not Individually
17 West Cedar Street
Boston MA  02108


AMY B. LANE
--------------------------------------------
Amy B. Lane
As Trustee and Not Individually
9716 S.E. Sandpine Lane
Hobe Sound FL  33455


LAWRENCE T. PERERA
--------------------------------------------
Lawrence T. Perera
As Trustee and Not Individually
18 Marlborough Street
Boston MA  02116


WILLIAM J. POORVU
--------------------------------------------
William J. Poorvu
As Trustee and Not Individually
975 Memorial Drive  Apt. 710
Cambridge MA  02138


J. DALE SHERRATT
--------------------------------------------
J. Dale Sherratt
As Trustee and Not Individually
86 Farm Road
Sherborn MA  01770


ELAINE R. SMITH
--------------------------------------------
Elaine R. Smith
As Trustee and Not Individually
75 Scotch Pine Road
Weston MA  02493


</TEXT>
</DOCUMENT>
