<DOCUMENT>
<TYPE>EX-99.2A 2
<SEQUENCE>4
<FILENAME>agreeanddecoftrust.txt
<TEXT>

                           SECOND AMENDED AND RESTATED


                       AGREEMENT AND DECLARATION OF TRUST


                                       of


                          EVERGREEN MANAGED INCOME FUND



                           a Delaware Statutory Trust


                          Principal Place of Business:

                               200 Berkeley Street
                           Boston, Massachusetts 02116



                              Agent for Service of
                              Process in Delaware:

                          The Corporation Trust Company
                          The Corporation Trust Center
                               1209 Orange Street
                           Wilmington, Delaware 19801

<PAGE>

                                TABLE OF CONTENTS

         SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST


ARTICLE I             Names and Definitions...................................1
         Section 1.   Name....................................................1
         Section 2.   Definitions.............................................1
ARTICLE II            Purpose of Trust........................................2
ARTICLE III           Shares..................................................3
         Section 1.   Division of Beneficial Interest.........................3
         Section 2.   Ownership of Shares.....................................4
         Section 3.   Transfer of Shares......................................4
         Section 4.   Investments in the Trust................................4
         Section 5.   Status of Shares and Limitation of Personal Liability...4
         Section 6.   Establishment, Designation, Abolition or Termination
                        etc. of Series or Class...............................5
ARTICLE IV            Trustees................................................7
         Section 1.   Number of Trustees; Initial Trustees....................7
         Section 2.   Term of Office of Trustees; Classes.....................7
         Section 3.   Effect of Death, Resignation, etc. of a Trustee.........8
         Section 4.   Powers..................................................8
         Section 5.   Payment of Expenses by the Trust.......................12
         Section 6.   Payment of Expenses by Shareholders....................12
         Section 7.   Ownership of Assets of the Trust.......................12
         Section 8.   Service Contracts......................................12
         Section 9.   Trustees and Officers as Shareholders..................13
         Section 10.  Compensation...........................................13
ARTICLE V             Shareholders' Voting Powers and Meetings...............14
         Section 1.   Voting Powers, Meetings, Notice, and Record Dates......14
         Section 2.   Quorum and Required Vote...............................14
         Section 3.   Record Dates...........................................14
         Section 4.   Additional Provisions..................................15
ARTICLE VI            Net Asset Value, Distributions and Redemptions.........15
         Section 1.   Determination of Net Asset Value, Net
                        Income and Distributions.............................15
         Section 2.   Redemptions............................................15
ARTICLE VII           Limitation of Liability; Indemnification...............15
         Section 1.   Trustees, Shareholders, etc. Not Personally
                        Liable; Notice.......................................15
         Section 2.   Trustees' Good Faith Action; Expert Advice;
                        No Bond or Surety....................................16
         Section 3.   Indemnification of Shareholders........................16
         Section 4.   Indemnification of Trustees, Officers, etc.............17
         Section 5.   Compromise Payment.....................................18
         Section 6.   Indemnification Not Exclusive, etc.....................18
         Section 7.   Liability of Third Persons Dealing with Trustees.......18
         Section 8.   Insurance..............................................18
ARTICLE VIII          Miscellaneous..........................................18
         Section 1.   Termination of the Trust...............................18
         Section 2.   Conversion to an Open-End Investment Company...........19
         Section 3.   Reorganization.........................................20
         Section 4.   Certain Transactions...................................20
         Section 5.   Amendments.............................................22
         Section 6.   Filing of Copies; References; Headings.................23
         Section 7.   Applicable Law.........................................23
         Section 8.   Provisions in Conflict with Law or Regulations.........23
         Section 9.   Statutory Trust Only...................................24





                    SECOND AMENDED AND RESTATED AGREEMENT AND
               DECLARATION OF TRUST EVERGREEN MANAGED INCOME FUND


     THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made
and entered into as of the date set forth below by the Trustees named  hereunder
for the purpose of forming a Delaware  statutory  trust in  accordance  with the
provisions hereinafter set forth.

     NOW, THEREFORE, the Trustees hereby direct that the Certificate of Trust be
filed with the Office of the  Secretary of State of the State of Delaware and do
hereby  declare that the Trustees will hold IN TRUST all cash,  securities,  and
other assets which the Trust now possesses or may hereafter acquire from time to
time in any manner and manage and dispose of the same upon the  following  terms
and conditions for the benefit of the holders of Shares of this Trust.

                                   ARTICLE I
                              Names and Definitions

     Section 1. Name. This Trust shall be known as Evergreen Managed 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.

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

     (a) "Adviser(s)" means a party or parties furnishing  services to the Trust
pursuant to any investment advisory or investment  management contract described
in Article IV, Section 8(a) hereof;

     (b)  "By-Laws"  shall mean the By-Laws of the Trust as amended from time to
time,  which By-Laws are expressly  herein  incorporated by reference as part of
the "governing instrument" within the meaning of the Delaware Act;

     (c)  "Certificate  of Trust" means the  certificate of trust, as amended or
restated from time to time, filed by the Trustees in the Office of the Secretary
of State of the State of Delaware in accordance with the Delaware Act;

     (d) "Class" means a class of Shares of a Series of the Trust established in
accordance with the provisions of Article III hereof;

     (e) "Commission" shall have the meaning given such term in the 1940 Act;

     (f) "Declaration of Trust" means this Second Amended and Restated Agreement
and Declaration of Trust, as amended or restated from time to time;

     (g)  "Delaware  Act" means the Delaware  Statutory  Trust Act, 12 Del. Code
Ann. ss.ss. 3801 et seq., as amended from time to time;

     (h) "Interested Person" shall have the meaning given it in Section 2(a)(19)
of the 1940 Act;

     (i) "1940 Act" means the  Investment  Company Act of 1940 and the rules and
regulations thereunder, all as amended from time to time;

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

     (k) "Principal  Underwriter"  shall have the meaning given such term in the
1940 Act;

     (l) "Series" means each Series of Shares  established and designated  under
or in  accordance  with the  provisions  of Article  III  hereof;  and where the
context  requires or where  appropriate,  shall be deemed to include  "Class" or
"Classes";

     (m) "Shareholder" means a record owner of outstanding Shares;

     (n)  "Shares"  means  the  shares of  beneficial  interest  into  which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares,  whole Shares as well as any preferred  shares or preferred
units of beneficial interest which may be issued from time to time;

     (o)  "Trust"  means the  Delaware  Statutory  Trust  established  under the
Delaware Act by this  Declaration of Trust and the filing of the  Certificate of
Trust in the Office of the Secretary of State of the State of Delaware;

     (p) "Trust Property" means any and all property, real or personal, tangible
or intangible, which is from time to time owned or held by or for the account of
the Trust; and

     (q) "Trustees" means the Person or Persons who have signed this Declaration
of Trust and all other  Persons  who may from  time to time be duly  elected  or
appointed to serve as Trustees in accordance with the provisions hereof, in each
case so long as such  Person  shall  continue in office in  accordance  with the
terms of this  Declaration  of Trust,  and reference  herein to a Trustee or the
Trustees  shall refer to such Person or Persons in his or her or their  capacity
as Trustees hereunder.

                                   ARTICLE II
                                Purpose of Trust

     The purpose of the Trust is to conduct,  operate and carry on the  business
of an  investment  company  registered  under the 1940 Act  through  one or more
Series and to carry on such other business as the Trustees may from time to time
determine. The Trustees shall not be limited by any law limiting the investments
which may be made by fiduciaries.



                                  ARTICLE III
                                     Shares

     Section 1. Division of Beneficial Interest.  The beneficial interest in the
Trust shall be divided  into one or more  Series.  The  Trustees may divide each
Series into Classes.  Subject to the further  provisions of this Article III and
any applicable  requirements of the 1940 Act, the Trustees shall have full power
and authority, in their sole discretion, and without obtaining any authorization
or vote of the  Shareholders  of any Series or Class thereof,  (i) to divide the
beneficial interest in each Series or Class thereof into Shares, with or without
par  value  as the  Trustees  shall  determine,  (ii) to  issue  Shares  without
limitation as to number  (including  fractional  Shares) to such Persons and for
such amount and type of consideration,  including cash or securities, subject to
any  restriction  set  forth in the  By-Laws,  at such time or times and on such
terms as the Trustees may deem appropriate, (iii) to establish and designate and
to change in any manner any Series or Class thereof and to fix such preferences,
voting powers, rights, duties and privileges and business purpose of each Series
or  Class  thereof  as the  Trustees  may  from  time to time  determine,  which
preferences,  voting  powers,  rights,  duties and  privileges  may be senior or
subordinate to (or in the case of business purpose, different from) any existing
Series or Class thereof and may be limited to specified  property or obligations
of the Trust or  profits  and  losses  associated  with  specified  property  or
obligations of the Trust,  (iv) to divide or combine the Shares of any Series or
Class  thereof  into a  greater  or lesser  number  without  thereby  materially
changing the proportionate  beneficial  interest of the Shares of such Series or
Class thereof in the assets held with respect to that Series, (v) to classify or
reclassify  any issued  Shares of any Series or Class thereof into shares of one
or more  Series or  Classes  thereof;  (vi) to change  the name of any Series or
Class  thereof;  (vii) to abolish or terminate any one or more Series or Classes
thereof; (viii) to refuse to issue Shares to any Person or class of Persons; and
(ix) to take such other  action with  respect to the Shares as the  Trustees may
deem desirable.

     To the extent that the Trustees authorize and issue preferred shares of any
Class or Series, they are hereby authorized and empowered to amend or supplement
this Declaration of Trust,  including an amendment or modification to the rights
of any outstanding  Shares at the time of such amendment or supplement,  as they
deem necessary or appropriate,  including to comply with the requirements of the
1940 Act or requirements  imposed by the rating  agencies or other Persons,  all
without the approval of Shareholders.  Any such supplement or amendment shall be
filed as is necessary. The Trustees are also authorized to take such actions and
retain such persons as they see fit to offer and sell such securities.

     Subject to the  distinctions  permitted among Classes of the same Series as
established by the Trustees,  consistent with the  requirements of the 1940 Act,
each Share of a Series of the Trust shall represent an equal beneficial interest
in the net assets of such Series, and each holder of Shares of a Series shall be
entitled to receive such Shareholder's pro rata share of distributions of income
and capital gains,  if any, made with respect to such Series and upon redemption
of the Shares of any Series,  such  Shareholder  shall be paid solely out of the
funds and property of such Series of the Trust.

     All references to Shares in this Declaration of Trust shall be deemed to be
Shares of any or all Series or Classes thereof, as the context may require.  All
provisions  herein  relating to the Trust shall apply  equally to each Series of
the Trust and each Class thereof, except as the context otherwise requires.

     All Shares issued hereunder,  including, without limitation,  Shares issued
in  connection  with a dividend  or other  distribution  in Shares or a split or
reverse  split of  Shares,  shall be fully  paid and  nonassessable.  Except  as
otherwise  provided by the  Trustees,  Shareholders  shall have no preemptive or
other right to subscribe to any additional  Shares or other securities issued by
the Trust.

     Section 2.  Ownership of Shares.  The ownership of Shares shall be recorded
on the books of the Trust or those of a transfer or similar agent for the Trust,
which  books  shall be  maintained  separately  for the Shares of each Series or
Class of the Trust. No certificates  certifying the ownership of 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,  the transfer of Shares of each Series or Class of the Trust
and similar  matters.  The record books of the Trust as kept by the Trust or any
transfer or similar  agent,  as the case may be, shall be  conclusive  as to the
identity of the  Shareholders of each Series or Class of the Trust and as to the
number of Shares of each  Series or Class of the Trust held from time to time by
each Shareholder.

     Section  3.  Transfer  of  Shares.  Except  as  otherwise  provided  by the
Trustees,  Shares  shall be  transferable  on the books of the Trust only by the
record holder  thereof or by his or her duly  authorized  agent upon delivery to
the Trustees or the Trust's  transfer  agent of a duly  executed  instrument  of
transfer,  together with a Share  certificate  if one is  outstanding,  and such
evidence of the genuineness of each such execution and authorization and of such
other  matters as may be  required  by the  Trustees.  Upon such  delivery,  and
subject to any further  requirements  specified  by the Trustees or contained in
the By-Laws,  the transfer shall be recorded on the books of the Trust.  Until a
transfer is so  recorded,  the holder of record of Shares  shall be deemed to be
the holder of such Shares for all  purposes  hereunder  and neither the Trustees
nor the Trust, nor any transfer agent or registrar or any officer,  employee, or
agent of the Trust, shall be affected by any notice of a proposed transfer.

     Section 4.  Investments  in the Trust.  Investments  may be accepted by the
Trust from Persons,  at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize.

     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  hereof.  The death,
incapacity, dissolution,  termination, or bankruptcy of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, nor entitle the
representative of any such Shareholder to an accounting or to take any action in
court or elsewhere  against the Trust or the  Trustees,  but shall  entitle such
representative  only  to the  rights  of  such  Shareholder  under  this  Trust.
Ownership of Shares shall not entitle the  Shareholder to any title in or to the
whole or any part of the Trust Property or any right to call for a participation
or division of the same or for an accounting,  nor shall the ownership of Shares
constitute the  Shareholders  as partners.  No  Shareholder  shall be personally
liable  for the  debts,  liabilities,  obligations  and  expenses  incurred  by,
contracted for, or otherwise  existing with respect to, the Trust or any Series.
Neither the Trust nor the Trustees,  nor any officer,  employee, or agent of the
Trust shall have any power to bind  personally any  Shareholder,  nor, except as
specifically  provided  herein,  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.

     Section 6.  Establishment,  Designation,  Abolition or Termination  etc. of
Series or Class.  The  establishment  and  designation of any Series or Class of
Shares of the Trust shall be  effective  upon the  adoption by a majority of the
Trustees then in office of a resolution that sets forth such  establishment  and
designation  and the relative  rights and preferences of such Series or Class of
the Trust,  whether  directly  in such  resolution  or by  reference  to another
document including, without limitation, any registration statement of the Trust,
or as otherwise provided in such resolution. The abolition or termination of any
Series or Class of Shares of the Trust shall be effective upon the adoption by a
majority  of the  Trustees  then in office of a  resolution  that  abolishes  or
terminates such Series or Class.

     Shares of each  Series or Class of the Trust  established  pursuant to this
Article III,  unless  otherwise  provided in the  resolution  establishing  such
Series or Class, shall have the following relative rights and preferences:

     (a) Assets Held with  Respect to a  Particular  Series.  All  consideration
received  by the Trust for the issue or sale of Shares of a  particular  Series,
together with all assets in which such  consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source derived
(including,  without limitation, any proceeds derived from the sale, exchange or
liquidation  of  such  assets  and  any  funds  or  payments  derived  from  any
reinvestment  of  such  proceeds  in  whatever  form  the  same  may  be)  shall
irrevocably  be held separate with respect to that Series for all purposes,  and
shall be so recorded upon the books of account of the Trust. Such consideration,
assets,  income,  earnings,  profits and proceeds thereof,  from whatever source
derived,  (including,  without  limitation) any proceeds  derived from the sale,
exchange or liquidation of such assets,  and any funds or payments  derived from
any reinvestment of such proceeds), in whatever form the same may be, are herein
referred  to as "assets  held with  respect to" that  Series.  In the event that
there are any assets, income,  earnings,  profits and proceeds thereof, funds or
payments which are not readily  identifiable  as assets held with respect to any
particular Series (collectively  "General Assets"),  the Trustees shall allocate
such General  Assets to,  between or among any one or more of the Series in such
manner and on such basis as the Trustees,  in their sole  discretion,  deem fair
and equitable,  and any General Assets so allocated to a particular Series shall
be held with respect to that Series.  Each such allocation by the Trustees shall
be conclusive and binding upon the  Shareholders of all Series for all purposes.
Separate and  distinct  records  shall be  maintained  for each Series,  and the
assets  held  with  respect  to each  Series  shall  be held and  accounted  for
separately from the assets held with respect to all other Series and the General
Assets of the Trust not allocated to such Series.

     (b) Liabilities Held with Respect to a Particular Series. The assets of the
Trust held with respect to each  particular  Series shall be charged against the
liabilities  of the Trust  held with  respect to that  Series and all  expenses,
costs,   charges,  and  reserves   attributable  to  that  Series,  except  that
liabilities and expenses  allocated  solely to a particular Class shall be borne
by that  Class.  Any  general  liabilities  of the Trust  which are not  readily
identifiable as being held with respect to any particular  Series or Class shall
be  allocated  and  charged by the  Trustees to and among any one or more of the
Series or Classes in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. All liabilities,  expenses,  costs, charges,
and  reserves  so  charged  to a  Series  or Class  are  herein  referred  to as
"liabilities  held with  respect to" that Series or Class.  Each  allocation  of
liabilities,  expenses,  costs,  charges,  and reserves by the Trustees shall be
conclusive  and binding upon the  Shareholders  of all Series or Classes for all
purposes.  Without  limiting  the  foregoing,  but  subject  to the right of the
Trustees to allocate general liabilities,  expenses,  costs, charges or reserves
as herein provided, the debts,  liabilities,  obligations and expenses incurred,
contracted for or otherwise  existing with respect to a particular  Series shall
be enforceable  against the assets held with respect to such Series only and not
against  the  assets of the Trust  generally  or against  the  assets  held with
respect  to  any  other  Series.  Notice  of  this  contractual   limitation  on
liabilities among Series may, in the Trustees'  discretion,  be set forth in the
Certificate  of Trust and upon the giving of such notice in the  Certificate  of
Trust, the statutory  provisions of Section 3804 of the Delaware Act relating to
limitations on liabilities  among Series (and the statutory effect under Section
3804 of setting  forth such notice in the  certificate  of trust)  shall  become
applicable  to the  Trust and each  Series.  Any  person  extending  credit  to,
contracting  with or having  any claim  against  any Series may look only to the
assets of that  Series to  satisfy  or enforce  any debt,  with  respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.

     (c) Dividends, Distributions, Redemptions, and Repurchases. Notwithstanding
any  other  provisions  of  this  Declaration  of  Trust,   including,   without
limitation,  Article  VI,  no  dividend  or  distribution,   including,  without
limitation, any distribution paid upon termination of the Trust or of any Series
or Class with respect to, nor any redemption or repurchase of, the Shares of any
Series or Class,  shall be effected by the Trust other than from the assets held
with respect to such Series,  nor shall any Shareholder or any particular Series
or Class  otherwise have any right or claim against the assets held with respect
to any other Series except to the extent that such  Shareholder has such a right
or claim  hereunder as a Shareholder  of such other Series.  The Trustees  shall
have full  discretion,  to the extent  not  inconsistent  with the 1940 Act,  to
determine which items shall be treated as income and which items as capital, and
each such  determination and allocation shall be conclusive and binding upon the
Shareholders.

     (d) Equality.  All the Shares of each particular  Series shall represent an
equal  proportionate  interest  in the assets  held with  respect to that Series
(subject to the  liabilities  held with respect to that Series or Class  thereof
and such rights and preferences as may have been established and designated with
respect to any Class  within  such  Series),  and each  Share of any  particular
Series  shall be equal to each other Share of that  Series.  With respect to any
Class of a Series,  each such Class shall represent interests in the assets held
with  respect  to  that  Series  and  shall  have  identical  voting,  dividend,
liquidation  and other  rights and the same terms and  conditions,  except  that
expenses allocated to a Class may be borne solely by such Class as determined by
the  Trustees  and a Class may have  exclusive  voting  rights  with  respect to
matters affecting only that Class.

     (e)  Fractions.  Any  fractional  Share of a Series or Class  thereof shall
carry  proportionately  all the rights and  obligations of a whole Share of that
Series or Class,  including rights with respect to voting,  receipt of dividends
and distributions, redemption of Shares and termination of the Trust.

     (f) Exchange  Privilege.  The Trustees  shall have the authority to provide
that the  holders  of Shares  of any  Series  or Class  shall  have the right to
exchange  said Shares for Shares of one or more other  Series of Shares or Class
of Shares of the Trust or of other  investment  companies  registered  under the
1940  Act  in  accordance  with  such  requirements  and  procedures  as  may be
established by the Trustees.

     (g) Combination of Series.  The Trustees shall have the authority,  without
the  approval  of the  Shareholders  of any  Series  or Class  unless  otherwise
required by  applicable  law, to combine  the assets and  liabilities  held with
respect to any two or more Series or Classes  into assets and  liabilities  held
with respect to a single Series or Class.

                                   ARTICLE IV
                                    Trustees

     Section 1. Number of  Trustees;  Initial  Trustees.  The number of Trustees
shall initially be 1 who shall be Michael H. Koonce.  Thereafter,  the number of
Trustees  shall at all times be at least  one and no more  than  such  number as
determined,  from time to time,  by the  Trustees  pursuant to Section 4 of this
Article IV.

     Section 2. Term of Office of Trustees; Classes.

     (a) Subject to the voting rights  established  with respect to a particular
Series or Class,  each Trustee shall hold office for life or until his successor
is elected or the Trust terminates. Notwithstanding the foregoing but subject to
the voting rights  established with respect to a particular Series or Class, (1)
any Trustee may resign at any time by  delivering to any officer of the Trust or
to a meeting of the Trustees a written instrument signed by him or her effective
upon such delivery unless  specified to be effective at some other time; (2) any
Trustee may be removed with cause at any time by a written  instrument signed by
at least  three-quarters of the then Trustees,  specifying the effective date of
removal; (3) any Trustee who requests to be retired, or who is declared bankrupt
or has become  physically or mentally  incapacitated  or is otherwise  unable to
serve, may be retired by a written  instrument signed by a majority of the other
Trustees,  specifying the effective date of retirement;  and (4) any Trustee may
be removed,  with or without cause, by a vote of at least a majority of the then
Trustees if such  removal is approved by the holders of at least  three-quarters
of the outstanding  Shares entitled to vote with respect to the election of such
Trustee  and  present  in person or by proxy at a  meeting  of the  Shareholders
called for such purpose.  In the event that less than a majority of the Trustees
holding  office have been  elected by the  Shareholders,  the  Trustees  then in
office shall take such actions as may be necessary under  applicable law for the
election  of  Trustees.  Except to the extent  expressly  provided  in a written
agreement with the Trust, no Trustee resigning and no Trustee removed 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.

     (b) The Board of Trustees shall be divided into three  classes,  designated
Class I, Class II and Class III. Each class shall  consist,  as nearly as may be
possible,  of one-third of the total number of trustees  constituting the entire
Board of Trustees. Within the limits above specified, the number of the Trustees
in each class shall be determined  by  resolution of the Board of Trustees.  The
Trustees may also  determine  by  resolution  those  Trustees in each Class that
shall be elected by  Shareholders  of a particular  class of Shares (e.g.,  by a
class of preferred Shares).  The term of office of the 1st class shall expire on
the date of the 1st annual meeting of  Shareholders  or special  meeting in lieu
thereof following the effective date of the Registration  Statement  relating to
the Shares under the  Securities  Act of 1933 (the "1933 Act").  The term of the
2nd class shall expire on the date of the 2nd annual meeting of  Shareholders or
special meeting in lieu thereof following the effective date of the Registration
Statement  relating to the Shares  under the 1933 Act. The term of the 3rd class
shall expire on the date of the 3rd annual  meeting of  Shareholders  or special
meeting  in lieu  thereof  following  the  effective  date  of the  Registration
Statement relating to the Shares under the 1933 Act. 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 3rd  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 be elected at an annual meeting of
the Shareholders or special meeting in lieu thereof called for that purpose.

     Section 3.  Effect of Death,  Resignation,  etc.  of a Trustee.  The death,
declination to serve, resignation,  retirement,  removal or incapacity of one or
more Trustees, or all 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  there shall be fewer than the  designated  number of  Trustees,  until
additional  Trustees are elected or  appointed  as provided  herein to bring the
total number of Trustees equal to the designated number, the 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 this Declaration
of  Trust.  As  conclusive  evidence  of  such  vacancy,  a  written  instrument
certifying  the  existence  of such vacancy may be executed by an officer of the
Trust or by a majority of the Trustees. In the event of the death,  declination,
resignation,  retirement, removal, or incapacity of all the then Trustees within
a short  period of time and  without  the  opportunity  for at least one Trustee
being able to appoint  additional  Trustees to replace those no longer  serving,
the Trust's  Adviser(s)  are  empowered to appoint new  Trustees  subject to the
provisions of the 1940 Act.

     Section 4. Powers.  Subject to the provisions of this Declaration of Trust,
the  business of the Trust shall be managed by the  Trustees,  and the  Trustees
shall have all powers  necessary or convenient to carry out that  responsibility
including  the  power to engage  in  transactions  of all kinds on behalf of the
Trust as described in this Declaration of Trust. Without limiting the foregoing,
the Trustees may: adopt By-Laws not inconsistent  with this Declaration of Trust
providing  for the  management  of the  affairs  of the  Trust and may amend and
repeal such By-Laws to the extent that such By-Laws do not reserve that right to
the Shareholders;  enlarge or reduce the number of Trustees;  remove any Trustee
with cause at any time by written  instrument signed by at least  three-quarters
of the then  Trustees  prior to such  removal,  specifying  the date  when  such
removal shall become  effective,  and fill  vacancies  caused by  enlargement of
their number or by the death,  resignation,  retirement or removal of a Trustee;
elect and remove, with or without cause, such officers and appoint and terminate
such  agents as they  consider  appropriate;  appoint  from their own number and
establish  and  terminate  one or  more  committees,  consisting  of two or more
Trustees, that may exercise the powers and authority of the Board of Trustees to
the extent that the Trustees so determine;  employ one or more custodians of the
assets of the Trust and may authorize  such  custodians to employ  subcustodians
and to deposit  all or any part of such  assets in a system or  systems  for the
central  handling  of  securities  or with a  Federal  Reserve  Bank;  employ an
administrator  for the  Trust and may  authorize  such  administrator  to employ
subadministrators;  employ an investment  adviser or investment  advisers to the
Trust and may authorize such Advisers to employ  subadvisers;  retain a transfer
agent or a shareholder  servicing  agent, or both;  provide for the issuance and
distribution  of Shares by the Trust  directly or through one or more  Principal
Underwriters  or otherwise;  redeem,  repurchase and transfer Shares pursuant to
applicable  law; set record dates for the  determination  of  Shareholders  with
respect to various  matters;  declare and pay  dividends  and  distributions  to
Shareholders  of each  Series  from the  assets of such  Series;  and in general
delegate such authority as they consider  desirable to any officer of the Trust,
to any committee of the Trustees and to any agent or employee of the Trust or to
any such  custodian,  transfer or  shareholder  servicing  agent,  or  Principal
Underwriter.  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 this  Declaration of Trust,  the presumption  shall be in favor of a grant of
power to the Trustees.  Unless  otherwise  specified herein or in the By-Laws or
required  by law,  any  action  by the  Trustees  shall be deemed  effective  if
approved or taken by a majority of the Trustees present at a meeting of Trustees
at which a quorum  of  Trustees  is  present,  within  or  without  the State of
Delaware.

     Without  limiting  the  foregoing,  the  Trustees  shall have the power and
authority to cause the Trust (or to act on behalf of the Trust):

     (a) To invest and reinvest cash, to hold cash uninvested,  and to subscribe
for, invest in, reinvest in, purchase or otherwise  acquire,  own, hold, pledge,
sell,  assign,  transfer,  exchange,  distribute,  write  options  on,  lend  or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of fixed income or other  securities,  and  securities of every nature and kind,
including,   without  limitation,  all  types  of  bonds,  debentures,   stocks,
negotiable   or   non-negotiable   instruments,    obligations,   evidences   of
indebtedness,  certificates  of  deposit  or  indebtedness,  commercial  papers,
repurchase agreements,  bankers' acceptances,  and other securities of any kind,
issued,  created,  guaranteed,  or sponsored  by any and all Persons,  including
without limitation,  states,  territories,  and possessions of the United States
and  the  District  of  Columbia  and  any  political  subdivision,  agency,  or
instrumentality  thereof, any foreign government or any political subdivision of
the United States  Government or any foreign  government,  or any  international
instrumentality, or by any bank or savings institution, or by any corporation or
organization  organized  under the laws of the  United  States or of any  state,
territory,  or  possession  thereof,  or  by  any  corporation  or  organization
organized  under any foreign  law, or in "when  issued"  contracts  for any such
securities,  to  change  the  investments  of the  assets of the  Trust;  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 instruments;

     (b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options  (including,  options on futures contracts) with respect to or otherwise
deal in any property rights relating to any or all of the assets of the Trust or
any Series;

     (c) 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;

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

     (e) To hold any  security or property in a form not  indicating  any trust,
whether in bearer,  unregistered or other negotiable form, or in its own name or
in the  name  of a  custodian  or  subcustodian  or a  nominee  or  nominees  or
otherwise;

     (f) To  consent  to or  participate  in any  plan  for the  reorganization,
consolidation  or merger of any  corporation  or issuer of any security 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;

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

     (h) 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;

     (i) To enter into joint ventures,  general or limited  partnerships and any
other combinations or associations;

     (j) To borrow funds or other property in the name of the Trust  exclusively
for Trust purposes and in connection therewith to issue notes or other evidences
of  indebtedness;  and to  mortgage  and pledge the Trust  Property  or any part
thereof to secure any or all of such indebtedness;

     (k) To endorse or guarantee  the payment of any notes or other  obligations
of any Person; to make contracts of guaranty or suretyship,  or otherwise assume
liability for payment thereof;  and to mortgage and pledge the Trust Property or
any part thereof to secure any of or all of such obligations;

     (l) To purchase and pay for entirely out of Trust  Property such  insurance
as the  Trustees  may deem  necessary  or  appropriate  for the  conduct  of the
business, including, without limitation,  insurance policies insuring the assets
of the  Trust  or  payment  of  distributions  and  principal  on its  portfolio
investments,   and  insurance  polices  insuring  the  Shareholders,   Trustees,
officers,  employees,  agents, investment advisers,  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  Trustee,  officer,  employee,  agent,
investment adviser, principal underwriter, or independent contractor,  including
any action taken or omitted that may be  determined  to  constitute  negligence,
whether or not the Trust would have the power to indemnify  such Person  against
liability;

     (m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share  purchase,  savings,  thrift and other  retirement,  incentive and benefit
plans and  trusts,  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;

     (n) To operate as and carry out the business of an investment company,  and
exercise  all  the  powers  necessary  or  appropriate  to the  conduct  of such
operations;

     (o) To enter into contracts of any kind and description;

     (p) To employ as  custodian  of any assets of the Trust one or more  banks,
trust companies or companies that are members of a national  securities exchange
or such other  entities as the Commission may permit as custodians of the Trust,
subject  to any  conditions  set  forth in this  Declaration  of Trust or in the
By-Laws;

     (q) To employ  auditors,  counsel or other agents of the Trust,  subject to
any conditions set forth in this Declaration of Trust or in the By-Laws;

     (r) To interpret the investment policies,  practices, or limitations of any
Series or Class;

     (s) To  establish  separate  and distinct  Series with  separately  defined
investment  objectives and policies and distinct investment  purposes,  and with
separate  Shares  representing  beneficial  interests  in  such  Series,  and to
establish  separate  Classes,  all in accordance  with the provisions of Article
III;

     (t) To the full extent  permitted by the Delaware Act, to allocate  assets,
liabilities  and  expenses of the Trust to a  particular  Series and Class or to
apportion the same between or among two or more Series or Classes, provided that
any  liabilities or expenses  incurred by a particular  Series or Class shall be
payable  solely out of the assets  belonging to that Series or Class as provided
for in Article III;

     (u) To invest all of the  assets of the  Trust,  or any Series or any Class
thereof in a single investment
company;

     (v) Subject to the 1940 Act, to engage in any other  lawful act or activity
in which a statutory trust organized under the Delaware Act may engage.

     The Trust shall not be limited to investing in obligations  maturing before
the possible  termination  of the Trust or one or more of its Series.  The Trust
shall not in any way be bound or limited by any  present or future law or custom
in regard to  investment  by  fiduciaries.  The Trust  shall not be  required to
obtain  any court  order to deal with any  assets of the Trust or take any other
action hereunder.

     Section 5. Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the  principal or income of the Trust,  or partly
out of the principal and partly out of income,  as they deem fair, all expenses,
fees, charges,  taxes and liabilities incurred or arising in connection with the
Trust, or in connection with the management thereof,  including, but not limited
to, the Trustees' compensation and such expenses and charges for the services of
the Trust's officers,  employees,  Advisers,  Principal  Underwriter,  auditors,
counsel, custodian,  transfer agent, shareholder servicing agent, and such other
agents or  independent  contractors  and such other  expenses and charges as the
Trustees may deem necessary or proper to incur, which expenses,  fees,  charges,
taxes and liabilities shall be allocated in accordance with Article III, Section
6 hereof.

     Section 6. Payment of Expenses by Shareholders. The Trustees shall have the
power, as frequently as they may determine,  to cause each Shareholder,  or each
Shareholder of any particular  Series,  to pay directly,  in advance or arrears,
expenses of the Trust as described in Section 5 of this Article IV ("Expenses"),
in an  amount  fixed  from time to time by the  Trustees,  by  setting  off such
Expenses due from such  Shareholder from declared but unpaid dividends owed such
Shareholder  and/or by  reducing  the  number of Shares in the  account  of such
Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such Expenses due from such Shareholder, provided that the
direct payment of such Expenses by Shareholders  is permitted  under  applicable
law.

     Section 7. Ownership of Assets of the Trust.  Title to all of the assets of
the Trust shall at all times be considered  as vested in the Trust,  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  as  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,  removal or death of a Trustee, he or she 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.

     Section 8. Service Contracts.

     (a) Subject to such requirements and restrictions as may be set forth under
federal and/or state law and in the By-Laws, including,  without limitation, the
requirements  of Section 15 of the 1940 Act, the  Trustees  may, at any time and
from time to time, contract for exclusive or nonexclusive  advisory,  management
and/or  administrative  services  for the  Trust  or for any  Series  (or  Class
thereof)  with any Person and any such  contract may contain such other terms as
the Trustees may determine,  including,  without  limitation,  authority for the
Adviser(s) or  administrator to delegate certain or all of its duties under such
contracts  to other  qualified  investment  advisers and  administrators  and to
determine  from time to time without prior  consultation  with the Trustees what
investments shall be purchased, held sold or exchanged and what portion, if any,
of the assets of the Trust shall be held  uninvested  and to make changes in the
Trust's  investments,  or such other activities as may specifically be delegated
to such party.

     (b) The Trustees may also, at any time and from time to time, contract with
any Person,  appointing  such Person  exclusive or  nonexclusive  distributor or
Principal  Underwriter  for the Shares of one or more of the Series (or Classes)
or other securities to be issued by the Trust.

     (c) The Trustees are also empowered,  at any time and from time to time, to
contract  with any Person,  appointing  such  Person or Persons  the  custodian,
transfer agent and/or  shareholder  servicing agent for the Trust or one or more
of its Series.

     (d) The Trustees are further empowered,  at any time and from time to time,
to contract  with any Person to provide such other  services to the Trust or one
or more of the Series, as the Trustees  determine to be in the best interests of
the Trust and the applicable Series.

     (e) The fact that:

(i)  any  of  the  Shareholders,  Trustees,  or  officers  of  the  Trust  is  a
     shareholder,   director,  officer,  partner,  trustee,  employee,  Adviser,
     Principal  Underwriter,  distributor,  or  affiliate or agent of or for any
     Person,  or for any  parent  or  affiliate  of any  Person  with  which  an
     advisory,    management,   or   administration   contract,   or   Principal
     Underwriter's or  distributor's  contract,  or transfer agent,  shareholder
     servicing  agent or other  type of  service  contract  may have been or may
     hereafter  be  made,  or that  any  such  organization,  or any  parent  or
     affiliate  thereof,  is a Shareholder  or has an interest in the Trust;  or
     that

(ii) any Person with which an advisory,  management,  or administration contract
     or Principal  Underwriter's or distributor's contract, or transfer agent or
     shareholder servicing agent contract may have been or may hereafter be made
     also has an advisory,  management, or administration contract, or Principal
     Underwriter's  or  distributor's or other service contract with one or more
     other Persons, or has other business or interests,

     shall not affect the validity of any such contract or  disqualify  any
     Shareholder,  Trustee or officer of the Trust from voting upon or executing
     the same, or create any liability or accountability to the Trust or its
     shareholders.

     Section 9. Trustees and Officers as Shareholders.  Any Trustee,  officer or
agent of the Trust may acquire,  own and dispose of Shares to the same extent as
if he or she were not a Trustee,  officer or agent;  and the  Trustees may issue
and sell and cause to be issued and sold Shares to, and redeem such Shares from,
any such  Person or any firm or  company  in which  such  Person is  interested,
subject  only to the  general  limitations  contained  herein or in the  By-Laws
relating to the sale and redemption of such Shares.

     Section 10.  Compensation.  The Trustees in such capacity shall be entitled
to  reasonable  compensation  from the Trust and they may fix the amount of such
compensation.  Nothing  herein  shall in any way prevent the  employment  of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for such services by the Trust.

                                   ARTICLE V
                    Shareholders' Voting Powers and Meetings

     Section  1.  Voting  Powers,  Meetings,   Notice,  and  Record  Dates.  The
Shareholders  shall have power to vote only:  (i) for the election or removal of
Trustees as provided in Article IV,  Section 2 hereof,  and (ii) with respect to
such additional  matters  relating to the Trust as may be required by applicable
law, this Declaration of Trust, the By-Laws or any registration statement of the
Trust with the  Commission  (or any  successor  agency) or as the  Trustees  may
consider necessary or desirable.  Shareholders shall be entitled to one vote for
each dollar,  and a fractional vote for each fraction of a dollar,  of net asset
value per  Share for each  Share  held,  as to any  matter on which the Share is
entitled to vote.  Notwithstanding  any other  provision of this  Declaration of
Trust, on any matters submitted to a vote of the Shareholders, all shares of the
Trust  then  entitled  to vote  shall be voted in  aggregate,  except:  (i) when
required by the 1940 Act, Shares shall be voted by individual Series;  (ii) when
the matter  involves any action that the Trustees  have  determined  will affect
only the interests of one or more Series,  then only Shareholders of such Series
shall be entitled to vote thereon; and (iii) when the matter involves any action
that the Trustees have  determined will affect only the interests of one or more
Classes,  then only the  Shareholders of such Class or Classes shall be entitled
to vote  thereon.  There  shall  be no  cumulative  voting  in the  election  of
Trustees.  Shares  may be voted in person  or by proxy.  A proxy may be given in
writing. The By-Laws may provide that proxies may also, or may instead, be given
by an electronic  or  telecommunications  device or in any other  manner.  Until
Shares are issued,  the Trustees may exercise all rights of Shareholders and may
take any action required by law, this  Declaration of Trust or the By-Laws to be
taken by the  Shareholders.  Meetings  of the  Shareholders  shall be called and
notice  thereof and record dates  therefor shall be given and set as provided in
the By-Laws.

     Section  2.  Quorum  and  Required  Vote.  Except  when a larger  quorum is
required by  applicable  law, by the  By-Laws or by this  Declaration  of Trust,
thirty-three  and a third percent (33 1/3%) of the Shares issued and outstanding
shall constitute a quorum at a Shareholders' meeting but any lesser number shall
be sufficient for adjourned  sessions.  When any one or more Series (or Classes)
is to vote as a  single  Series  (or  Class)  separate  from any  other  Shares,
thirty-three and a third percent (33 1/3%) of the Shares of each such Series (or
Class)  issued and  outstanding  shall  constitute  a quorum at a  Shareholders'
meeting of that Series (or Class).  Except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws or by applicable law, when
a quorum is present at any meeting,  a majority of the Shares voted shall decide
any  questions  and a  plurality  of the  Shares  voted  shall  elect a Trustee,
provided  that  where  any  provision  of law or of this  Declaration  of  Trust
requires  that the holders of any Series shall vote as a Series (or that holders
of a Class shall vote as a Class),  then a majority of the Shares of that Series
(or Class) voted on the matter (or a plurality with respect to the election of a
Trustee)  shall  decide  that  matter  insofar  as that  Series  (or  Class)  is
concerned.

     Section 3. Record Dates. For the purpose of determining the Shareholders of
any Series (or Class) who are entitled to receive  payment of any dividend or of
any other  distribution,  the Trustees  may from time to time fix a date,  which
shall be before the date for the payment of such dividend or such other payment,
as the record date for  determining  the  Shareholders of such Series (or Class)
having the right to receive  such  dividend or  distribution.  Without  fixing a
record date,  the Trustees may for  distribution  purposes close the register or
transfer  books for one or more  Series  (or  Classes)  at any time prior to the
payment  of a  distribution.  Nothing  in this  Section  shall be  construed  as
precluding the Trustees from setting different record dates for different Series
(or Classes).

     Section  4.  Additional   Provisions.   The  By-Laws  may  include  further
provisions for Shareholders' votes and meetings and related matters.

                                   ARTICLE VI
                 Net Asset Value, Distributions and Redemptions

     Section 1.  Determination of Net Asset Value, Net Income and Distributions.
Subject to applicable law and Article III,  Section 6 hereof,  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 time for  determining  the
per Share or net asset  value of the Shares of any Series or Class or net income
attributable  to the  Shares  of any  Series or Class,  or the  declaration  and
payment of dividends and  distributions on the Shares of any Series or Class, as
they may deem necessary or desirable.

     Section 2.  Redemptions.  Except as provided  with  respect to a particular
Class in the By-laws or the resolutions  establishing such Class,  Shares of the
Trust will not be redeemed or repurchased  by the Trust,  except as the Trustees
shall  determine from time to time and the Trust shall be under no obligation to
redeem or repurchase  Shares. The Trustees may specify  conditions,  prices, and
places of redemption,  may specify binding  requirements  for the proper form or
forms of requests  for  redemption  and may  specify the amount of any  deferred
sales charge to be withheld from redemption proceeds.  Payment of the redemption
price may be wholly or partly in securities or other assets at the value of such
securities or assets used in such determination of net asset value, or may be in
cash.  Upon  redemption,  Shares may be reissued from time to time. The Trustees
may require  Shareholders to redeem Shares for any reason under terms set by the
Trustees,  including, but not limited to, the failure of a Shareholder to supply
a taxpayer  identification  number if  required to do so, or to have the minimum
investment  required,  or to pay when due for the  purchase of Shares  issued to
him. To the extent permitted by law, the Trustees may retain the proceeds of any
redemption of Shares  required by them for payment of amounts due and owing by a
Shareholder to the Trust or any Series or Class or any  governmental  authority.
Notwithstanding  the  foregoing,  the  Trustees  may  postpone  payment  of  the
redemption  price and may suspend the right of the  Shareholders  to require any
Series  or Class to  redeem  Shares  during  any  period of time when and to the
extent permissible under the 1940 Act.

                                  ARTICLE VII
                    Limitation of Liability; Indemnification

     Section 1. Trustees,  Shareholders, etc. Not Personally Liable; Notice. The
Trustees,  officers,  employees and agents of the Trust, in incurring any debts,
liabilities or obligations,  or in limiting or omitting any other actions for or
in connection  with the Trust,  are or shall be deemed to be acting as Trustees,
officers,  employees or agents of the Trust and not in their own capacities.  No
Shareholder  shall be  subject to any  personal  liability  whatsoever  in tort,
contract or  otherwise  to any other  Person or Persons in  connection  with the
assets or the affairs of the Trust or of any Series, and subject to Section 4 of
this Article VII, no Trustee,  officer,  employee or agent of the Trust shall be
subject to any personal liability whatsoever in tort, contract, or otherwise, to
any other  Person or  Persons  in  connection  with the assets or affairs of the
Trust or of any  Series,  save only  that  arising  from his or her own  willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved  in the  conduct  of his or her office or the  discharge  of his or her
functions. The Trust (or if the matter relates only to a particular Series, that
Series)  shall  be  solely  liable  for  any  and all  debts,  claims,  demands,
judgments, decrees, liabilities or obligations of any and every kind, against or
with  respect to the Trust or such  Series in tort,  contract  or  otherwise  in
connection  with the assets or the affairs of the Trust or such Series,  and all
Persons dealing with the Trust or any Series shall be deemed to have agreed that
resort shall be had solely to the Trust  Property of the Trust (or if the matter
relates only to a particular  Series,  that of such Series),  for the payment or
performance thereof.

     The  Trustees  may provide  that every note,  bond,  contract,  instrument,
certificate or undertaking  made or issued by the Trustees or by any officers or
officer shall give notice that a Certificate of Trust in respect of the Trust is
on file with the  Secretary  of State of the State of Delaware and may recite to
the effect that the same was executed or made by or on behalf of the Trust or by
them as Trustees or Trustee or as officers or officer, and not individually, and
that the  obligations of any instrument made or issued by the Trustees or by any
officer  of  officers  of the  Trust  are not  binding  upon  any of them or the
Shareholders  individually  but are binding only upon the assets and property of
the  Trust,  or the  particular  Series  in  question,  as the case may be.  The
omission of any statement to such effect from such instrument  shall not operate
to bind any  Trustees  or Trustee or  officers  or  officer or  Shareholders  or
Shareholder  individually,  or to  subject  the  assets  of  any  Series  to the
obligations of any other Series.

     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.  Subject to Section 4 of this Article VII, a
Trustee shall be liable for his or her own willful misfeasance, bad faith, gross
negligence  or reckless  disregard of the duties  involved in the conduct of the
office of Trustee,  and for nothing else,  and shall not be liable for errors of
judgment or mistakes of fact or law. Subject to the foregoing,  (i) the Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, consultant, Adviser, administrator, distributor or
Principal  Underwriter,  custodian or transfer agent, dividend disbursing agent,
shareholder  servicing  agent or  accounting  agent of the Trust,  nor shall any
Trustee be responsible  for the act or omission of any other  Trustee;  (ii) the
Trustees may take advice of counsel or other experts with respect to the meaning
and  operation of this  Declaration  of Trust and their duties as Trustees,  and
shall be under no  liability  for any act or  omission in  accordance  with such
advice or for  failing to follow such  advice;  and (iii) in  discharging  their
duties, the Trustees,  when acting in good faith, shall be entitled to rely upon
the books of account of the Trust and upon written  reports made to the Trustees
by any officer appointed by them, any independent public  accountant,  and (with
respect to the subject matter of the contract involved) any officer,  partner or
responsible  employee of a contracting party employed by the Trust. The Trustees
as such shall not be required  to give any bond or surety or any other  security
for the performance of their duties.

     Section 3.  Indemnification of Shareholders.  If any Shareholder (or former
Shareholder)  of the Trust shall be charged or held to be personally  liable for
any  obligation  or  liability  of the Trust solely by reason of being or having
been a Shareholder  and not because of such  Shareholder's  acts or omissions or
for some  other  reason,  the Trust  (upon  proper  and  timely  request  by the
Shareholder) may assume the defense against such charge and satisfy any judgment
thereon or may reimburse the Shareholders  for expenses,  and the Shareholder or
former  Shareholder  (or the heirs,  executors,  administrators  or other  legal
representatives  thereof,  or in the case of a corporation or other entity,  its
corporate or other general  successor)  shall be entitled (but solely out of the
assets of the Series of which such  Shareholder or former  Shareholder is or was
the holder of Shares) to be held harmless from and indemnified  against all loss
and expense arising from such liability.

     Section 4.  Indemnification  of  Trustees,  Officers,  etc.  Subject to the
limitations,  if applicable,  hereinafter set forth in this Section 4, the Trust
shall  indemnify  (from the assets of one or more Series to which the conduct in
question  relates)  each  of  its  Trustees,   officers,  employees  and  agents
(including  Persons who serve at the Trust's  request as directors,  officers or
trustees  of  another  organization  in which the Trust  has any  interest  as a
shareholder,  creditor or otherwise  (hereinafter,  together  with such Person's
heirs, executors,  administrators or personal  representative,  referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,  and
expenses,  including  reasonable  accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or  other   proceeding,   whether  civil  or  criminal,   before  any  court  or
administrative  or legislative  body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been  threatened,  while in office  or  thereafter,  by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect  to any  matter as to which it has been  determined  that  such  Covered
Person (i) did not act in good faith in the reasonable  belief that such Covered
Person's  action was in or not opposed to the best  interests  of the Trust;  or
(ii) had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office;
and (iii) for a criminal proceeding, had reasonable cause to believe that his or
her conduct was  unlawful  (the conduct  described in (i),  (ii) and (iii) being
referred to hereafter as "Disabling Conduct").  A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the  proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling  Conduct,
(ii)  dismissal  of a court  action or an  administrative  proceeding  against a
Covered Person for  insufficiency of evidence of Disabling  Conduct,  or (iii) a
reasonable determination,  based upon a review of the facts, that the indemnitee
was not liable by reason of  Disabling  Conduct by (a) a vote of a majority of a
quorum of the  Trustees  who are  neither  "interested  persons" of the Trust as
defined  in the 1940  Act nor  parties  to the  proceeding  (the  "Disinterested
Trustees"), or (b) an independent legal counsel in a written opinion.  Expenses,
including  accountants'  and counsel fees so incurred by any such Covered Person
(but excluding  amounts paid in satisfaction  of judgments,  in compromise or as
fines or  penalties),  may be paid  from  time to time by one or more  Series to
which the conduct in question related in advance of the final disposition of any
such action,  suit or  proceeding;  provided that the Covered  Person shall have
undertaken  to repay the  amounts  so paid to such  Series  if it is  ultimately
determined that  indemnification  of such expenses is not authorized  under this
Article VII and (i) the Covered  Person  shall have  provided  security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any  lawful  advances,  or (iii) a  majority  of a quorum  of the  Disinterested
Trustees,  or an  independent  legal  counsel in a written  opinion,  shall have
determined,  based on a review of readily  available facts (as opposed to a full
trial type  inquiry),  that there is reason to believe  that the Covered  Person
ultimately will be found entitled to indemnification.

     Section 5. Compromise Payment. As to any matter disposed of by a compromise
payment by any such Covered Person referred to in Section 4 of this Article VII,
pursuant to a consent decree or otherwise,  no such  indemnification  either for
said  payment  or  for  any  other  expenses  shall  be  provided   unless  such
indemnification  shall  be  approved  (i)  by a  majority  of a  quorum  of  the
Disinterested  Trustees  or (ii) by an  independent  legal  counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel  pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered  Person in  accordance  with either of
such  clauses  as   indemnification  if  such  Covered  Person  is  subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best  interests  of the Trust or to have been  liable to the Trust or its
Shareholders by reason of willful  misfeasance,  bad faith,  gross negligence or
reckless disregard of the duties involved in the conduct of the Covered Person's
office.

     Section 6. Indemnification Not Exclusive, etc. The right of indemnification
provided  by this  Article  VII shall not be  exclusive  of or affect  any other
rights to which any such Covered Person or shareholder may be entitled.  As used
in this  Article VII, a  "disinterested"  Person is one against whom none of the
actions,  suits or other proceedings in question,  and no other action,  suit or
other  proceeding on the same or similar  grounds is then or has been pending or
threatened.  Nothing  contained  in this  Article VII shall affect any rights to
indemnification  to which  personnel  of the  Trust,  other  than  Trustees  and
officers,  and other Persons may be entitled by contract or otherwise under law,
nor the power of the Trust to  purchase  and  maintain  liability  insurance  on
behalf of any such Person.

     Section 7.  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.

     Section 8.  Insurance.  The Trustees shall be entitled and empowered to the
fullest  extent  permitted by law to purchase  with Trust assets  insurance  for
liability  and for all  expenses  reasonably  incurred or paid or expected to be
paid by a Trustee,  officer,  employee, or agent of the Trust in connection with
any claim, action, suit, or proceeding in which he or she may become involved by
virtue of his or her capacity or former capacity as a Trustee of the Trust.

                                  ARTICLE VIII
                                  Miscellaneous

     Section 1. Termination of the Trust.

     (a) Unless terminated as provided herein,  the Trust shall continue without
limitation  of  time.   Subject  to  the  affirmative  vote  of  not  less  than
three-quarters of the Shares outstanding and entitled to vote of the Trust or of
each Series to be affected, the Trustees may:

     (i)  sell and convey all or  substantially  all of the assets of all Series
          or any affected Series to another Series or to any other  corporation,
          association,  trust or other  organization,  or a series thereof,  for
          adequate  consideration,  which  may  include  the  assumption  of all
          outstanding  obligations,  taxes and  other  liabilities,  accrued  or
          contingent, of the Trust or any affected Series, and which may include
          shares of or interests in such Series, entity, or series thereof;

     (ii) merge with or into,  consolidate  or  exchange  Shares  with any other
          entity; or

     (iii)at any time sell and convert  into money all or  substantially  all of
          the assets of all Series or any affected Series.

     Provided,  however,  if at least  three-quarters  of the  Trustees  then in
     office have  approved  the  transactions  in (i) or (ii)  above,  then such
     actions may be approved by the affirmative vote of a majority of the Shares
     outstanding and entitled to vote of the Trust or the affected Series.

          Upon  making  reasonable  provision  for  the  payment  of  all  known
     liabilities of all Series or any affected  Series in either (i) or (ii), by
     such assumption or otherwise,  the Trustees shall  distribute the remaining
     proceeds or assets (as the case may be) ratably among the  Shareholders  of
     all Series or any affected Series;  however,  the payment to any particular
     Class of such  Series  may be  reduced  by any fees,  expenses  or  charges
     allocated to that Class.

          (b) Upon completion of the  distribution of the remaining  proceeds or
     assets  pursuant to  subsection  (a),  the Trust or affected  Series  shall
     terminate and the Trustees and the Trust shall be discharged of any and all
     further  liabilities  and duties  hereunder  with  respect  thereto and the
     right,  title and  interest of all parties  therein  shall be canceled  and
     discharged.  Upon termination of the Trust, following completion of winding
     up of its business,  the Trustees shall cause a certificate of cancellation
     of the  Trust's  certificate  of trust to be filed in  accordance  with the
     Delaware Act, which  certificate of  cancellation  may be signed by any one
     Trustee.

          Section 2. Conversion to an Open-End Investment Company.

          Notwithstanding  any other  provisions of this Declaration of Trust or
     the By-Laws of the Trust,  a favorable  vote of a majority of the  Trustees
     then in office  followed by the  favorable  vote of the holders of not less
     than  three-quarters  of the  Shares  of  each  affected  class  or  series
     outstanding,  voting as  separate  classes or series,  shall be required to
     approve,  adopt or authorize an amendment to this Declaration of Trust that
     makes the  Shares a  "redeemable  security"  as that term is defined in the
     1940 Act, unless such amendment has been approved by  three-quarters of the
     Trustees,  in which case  approval  by a vote of a  majority  of the Shares
     outstanding and entitled to vote shall be required.  Upon the adoption of a
     proposal to convert the Trust from a  "closed-end  company" to an "open-end
     company"  as those  terms  are  defined  by the 1940 Act and the  necessary
     amendments to this  Declaration of Trust to permit such a conversion of the
     Trust's  outstanding  Shares  entitled  to  vote,  the  Trust  shall,  upon
     complying with any  requirements  of the 1940 Act and state law,  become an
     "open-end" investment company. 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 any  agreement  between  the Trust  and any  national
     securities exchange.

          Section 3. Reorganization.

          (a) Except as provided in clause (b) of this  Section 3 or in Sections
     1 and 4 of  this  Article  VIII,  the  Trustees  may,  without  Shareholder
     approval  unless such approval is required by applicable law, (i) cause the
     Trust to merge or  consolidate  with or into or transfer its assets and any
     liabilities  to one  or  more  trusts  (or  series  thereof  to the  extent
     permitted  by  law),  partnerships,  associations,  corporations  or  other
     business   entities   (including   trusts,   partnerships,    associations,
     corporations  or  other  business  entities  created  by  the  Trustees  to
     accomplish  such  merger or  consolidation  or  transfer  of assets and any
     liabilities) so long as the surviving or resulting  entity is an investment
     company  as  defined  in the 1940 Act,  or is a series  thereof,  that will
     succeed to or assume the Trust's  registration  under the 1940 Act and that
     is formed, organized, or existing under the laws of the United States or of
     a state,  commonwealth,  possession or colony of the United States,  unless
     otherwise  permitted  under the 1940 Act, (ii) cause any one or more Series
     (or Classes) of the Trust to merge or consolidate  with or into or transfer
     its assets and any liabilities to any one or more other Series (or Classes)
     of the Trust,  one or more  trusts  (or  series or  classes  thereof to the
     extent  permitted by law),  partnerships,  associations,  or  corporations,
     (iii)  cause the Shares to be  exchanged  under or pursuant to any state or
     federal  statute to the extent  permitted by law or (iv) cause the Trust to
     reorganize as a corporation, limited liability company or limited liability
     partnership under the laws of Delaware or any other state or jurisdiction.

          (b)  Pursuant  to and in  accordance  with the  provisions  of Section
     3815(f) of the Delaware Act, and  notwithstanding  anything to the contrary
     contained  in  this  Declaration  of  Trust,  an  agreement  of  merger  or
     consolidation or exchange or transfer of assets and liabilities approved by
     the Trustees in accordance with this Section 3 may (i) effect any amendment
     to the  governing  instrument of the Trust or (ii) effect the adoption of a
     new  governing  instrument  of the Trust if the Trust is the  surviving  or
     resulting trust in the merger or consolidation.

          (c) The Trustees may create one or more statutory  trusts to which all
     or any part of the assets, liabilities,  profits, or losses of the Trust or
     any Series or Class  thereof  may be  transferred  and may  provide for the
     conversion  of  Shares in the Trust or any  Series  or Class  thereof  into
     beneficial  interests  in any such  newly  created  trust or  trusts or any
     series or classes thereof.

          Section 4. Certain Transactions.

          (a)  Notwithstanding  any other provision of this Declaration of Trust
     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 a majority of the Trustees then
     in office  followed  by the  affirmative  vote or consent of holders of not
     less than  three-quarters  of the Shares of each  affected  class or series
     outstanding,  votes voting as separate classes or series,  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  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.

          (b) The term  "Principal  Shareholder"  shall  mean  any  corporation,
     Person  or  other  entity  which  is  the  beneficial  owner,  directly  or
     indirectly,  of five percent (5%) or more of the outstanding  Shares of any
     class or series and shall  include any  affiliate  or  associates,  as such
     terms are defined in clause (ii) below, of a Principal Shareholder. For the
     purpose 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, of 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, 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  (other  than  pursuant  to any  automatic
               dividend reinvestment plan).

          (iii)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
               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
     three-quarters  of  the  Trustees  shall  by  resolution  have  approved  a
     memorandum of understanding with such Principal Shareholder with respect to
     and substantially consistent with such transaction,  in which case approval
     by the vote of a majority of the Shares  outstanding  and  entitled to vote
     shall be the only vote of  Shareholders  required by this Section,  or (ii)
     any such transaction with any entity of which a majority of the outstanding
     shares of all  classes and series of a stock  normally  entitled to vote in
     elections of directors is owner 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 five
     percent (5%) or more of the outstanding Shares of any class or series, (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.

          Section 5. Amendments.

          (a) Except as  specifically  provided in this  Section 5, the Trustees
     may, without Shareholder vote, restate, amend, or otherwise supplement this
     Declaration of Trust.  Shareholders shall have the right to vote on (i) any
     amendment  that  would  affect  their  right to vote  granted in Article V,
     Section 1 hereof,  (ii) any  amendment to this  Section 5 of Article  VIII;
     (iii) any amendment that may require their vote under  applicable law or by
     the Trust's registration statement, as filed with the Commission,  and (iv)
     any  amendment  submitted  to them  for  their  vote by the  Trustees.  Any
     amendment  required or permitted to be submitted to the Shareholders  that,
     as the Trustees  determine,  shall affect the  Shareholders  of one or more
     Series shall be  authorized  by a vote of the  Shareholders  of each Series
     affected  and no vote of  Shareholders  of a Series not  affected  shall be
     required.  Notwithstanding  anything else herein, no amendment hereof shall
     limit the rights to  insurance  provided by Article VII hereof with respect
     to any acts or omissions of Persons covered thereby prior to such amendment
     nor shall any such amendment limit the rights to indemnification referenced
     in Article  VII  hereof as  provided  in the  By-Laws  with  respect to any
     actions or omissions of Persons  covered  thereby prior to such  amendment.
     The Trustees may, without  Shareholder vote,  restate,  amend, or otherwise
     supplement the Certificate of Trust as they deem necessary or desirable.

          (b) The Trustees may not amend this  Declaration of Trust to eliminate
     the  rights  of  Shareholders  of any  Class or Series as set forth in this
     Section 5(b) to vote on any amendment of this  Declaration  of Trust or the
     By-Laws  or alter or amend the  percentage  of voting  Shares  required  to
     approve any amendment or action which requires a specific  Shareholder vote
     under this  Declaration of Trust or the By-Laws  unless an equivalent  vote
     has  authorized  such an amendment of the  Declaration of Trust or By-Laws.
     Any amendment  (other than an amendment  establishing the rights of another
     Class of  Shares,  even if the rights of such  Class  adversely  effect the
     rights of any existing Class) which adversely affects the holders of one or
     more Classes or Series of Shares shall  require a vote of the  Shareholders
     holding  a  majority  of the  Shares of each  Class or Series so  adversely
     affected and entitled to vote  thereon and no vote of  Shareholders  of any
     Class or Series not so adversely  affected  shall be required,  except that
     any amendment of any provision of Article VII,  Sections 1, 2, 3 or 4 shall
     require the vote of the Shareholders  holding  three-quarters of the Shares
     of each  Class and  Series  entitled  to vote  thereon,  regardless  of the
     percentage of Trustees recommending such amendment.

          Section 6. Filing of Copies;  References;  Headings. The original or a
     copy of this instrument and of each  restatement  and/or  amendment  hereto
     shall be kept at the office of the Trust where it may be  inspected  by any
     Shareholder.  Anyone dealing with the Trust may rely on a certificate by an
     officer  of the Trust as to  whether  or not any such  restatements  and/or
     amendments  have been made 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 of the Trust to be a copy of this
     instrument  or  of  any  such  restatements  and/or  amendments.   In  this
     instrument and in any such restatements  and/or  amendments,  references to
     this  instrument,  and all  expressions  such as  "herein,"  "hereof,"  and
     "hereunder,"  shall be deemed to refer to this  instrument  as  amended  or
     affected by any such restatements  and/or  amendments.  Headings are placed
     herein for  convenience  of reference only and shall not be taken as a part
     hereof or  control or affect the  meaning,  construction  or effect of this
     instrument.  Whenever  the singular  number is used herein,  the same shall
     include the plural;  and the neuter,  masculine and feminine  genders shall
     include each other,  as applicable.  This instrument may be executed in any
     number of counterparts each of which shall be deemed an original.

Section 7.        Applicable Law.

          (a) The Trust is created under, and this Declaration of Trust is to be
     governed by, and construed and enforced in accordance with, the laws of the
     State  of  Delaware.  The  Trust  shall be of the  type  commonly  called a
     statutory  trust,  and without  limiting the provisions  hereof,  the Trust
     specifically reserves the right to exercise any of the powers or privileges
     afforded to statutory trusts or actions that may be engaged in by statutory
     trusts  under the  Delaware  Act,  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 actions.

          (b) Notwithstanding the first sentence of Section 7(a) of this Article
     VIII,  there shall not be  applicable to the Trust,  the Trustees,  or this
     Declaration  of Trust either the  provisions of Section 3540 of Title 12 of
     the Delaware Code or any  provisions  of the laws  (statutory or common) of
     the State of Delaware  (other than the Delaware  Act)  pertaining to trusts
     that relate to or regulate:  (i) the filing with any court or  governmental
     body or agency  of  Trustee  accounts  or  schedules  of  trustee  fees and
     charges;  (ii)  affirmative   requirements  to  post  bonds  for  trustees,
     officers,  agents,  or  employees  of a  trust;  (iii)  the  necessity  for
     obtaining  a  court  or  other   governmental   approval   concerning   the
     acquisition,  holding,  or disposition of real or personal  property;  (iv)
     fees or other sums applicable to trustees, officers, agents or employees of
     a trust;  (v) the  allocation  of receipts  and  expenditures  to income or
     principal;  (vi)  restrictions  or limitations on the  permissible  nature,
     amount, or concentration of trust  investments or requirements  relating to
     the titling,  storage, or other manner of holding of trust assets; or (vii)
     the  establishment of fiduciary or other standards or  responsibilities  or
     limitations on the acts or powers or liabilities or authorities  and powers
     of trustees that are  inconsistent  with the  limitations or liabilities or
     authorities  and powers of the  Trustees  set forth or  referenced  in this
     Declaration of Trust; or (viii)  activities  similar to those referenced in
     the foregoing items (i) through (vii).

          Section 8. Provisions in Conflict with Law or Regulations.

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

          (b) If any  provision  of this  Declaration  of  Trust  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 this  Declaration  of Trust in any
     jurisdiction.

          Section 9.  Statutory  Trust Only. It is the intention of the Trustees
     to create a statutory  trust  pursuant to the  Delaware  Act. 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 statutory  trust pursuant to the Delaware
     Act.  Nothing in this  Declaration  of Trust shall be construed to make the
     Shareholders,  either by  themselves  or with the  Trustees,  partners,  or
     members of a joint stock association.


          IN WITNESS WHEREOF, the Trustee named below does hereby make and enter
     into this Second Amended and Restated Agreement and Declaration of Trust as
     of the 24th day of April, 2003.



                                           /s/ Michael H. Koonce

                                           Michael H. Koonce
                                           Trustee and not individually


                         THE PRINCIPAL PLACE OF BUSINESS
                                OF THE TRUST IS:

                               200 Berkeley Street
                           Boston, Massachusetts 02116









</TEXT>
</DOCUMENT>
