<DOCUMENT>
<TYPE>EX-99.2.2
<SEQUENCE>3
<FILENAME>dectrust.txt
<DESCRIPTION>DECLARATION OF TRUST - GIM DTD 12/2/2003
<TEXT>

                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                          TEMPLETON GLOBAL INCOME FUND
                           A DELAWARE STATUTORY TRUST



                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I.       NAME; OFFICES; REGISTERED AGENT; DEFINITIONS.................1

     SECTION 1.  NAME.........................................................1

     SECTION 2.  OFFICES OF THE TRUST.........................................1

     SECTION 3.  REGISTERED AGENT AND REGISTERED OFFICE.......................1

     SECTION 4.  DEFINITIONS..................................................1

ARTICLE II.      PURPOSE OF TRUST.............................................3

ARTICLE III.     SHARES.......................................................5

     SECTION 1.  DIVISION OF BENEFICIAL INTEREST..............................5

     SECTION 2.  SALE OF SHARES...............................................6

     SECTION 3.  STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY........6

     SECTION 4.  POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION.......7

     SECTION 5.  SERIES AND CLASSES...........................................7

     SECTION 6.  INDEMNIFICATION OF SHAREHOLDERS..............................7

ARTICLE IV.      THE BOARD OF TRUSTEES........................................7

     SECTION 1.  NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION..7

     SECTION 2.  TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........8

     SECTION 3.  POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE...8
                 (a) Powers...................................................8
                 (b) Other Business Interests.................................9
                 (c) Quorum and Required Vote................................10

     SECTION 4.  PAYMENT OF EXPENSES BY THE TRUST............................10

     SECTION 5.  PAYMENT OF EXPENSES BY SHAREHOLDERS.........................10

     SECTION 6.  OWNERSHIP OF TRUST PROPERTY.................................10

     SECTION 7.  SERVICE CONTRACTS...........................................10

ARTICLE V.       SHAREHOLDERS' VOTING POWERS AND MEETINGS....................12

     SECTION 1.  VOTING POWERS...............................................12

     SECTION 2.  QUORUM AND REQUIRED VOTE....................................12

     SECTION 3.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.....12

     SECTION 4.  RECORD DATES................................................13

     SECTION 5.  ADDITIONAL PROVISIONS.......................................13

ARTICLE VI.      NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS......14

     SECTION 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME AND
                 DISTRIBUTIONS...............................................14

     SECTION 2.  REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT...............14

     SECTION 3.  REPURCHASE OF SHARES WITHOUT SHAREHOLDER CONSENT............15

     SECTION 4.  TRANSFER OF SHARES..........................................15

ARTICLE VII.     LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT........15

     SECTION 1.  LIMITATION OF LIABILITY.....................................15

     SECTION 2.  INDEMNIFICATION.............................................16
                 (a)      Indemnification by Trust...........................16
                 (b)      Exclusion of Indemnification.......................16
                 (c)      Required Approval..................................17
                 (d)      Advancement of Expenses............................17
                 (e)      Other Contractual Rights...........................17
                 (f)      Fiduciaries of Employee Benefit Plan...............17

     SECTION 3.  INSURANCE...................................................17

     SECTION 4.  DERIVATIVE ACTIONS..........................................17

ARTICLE VIII.    APPROVAL OF CERTAIN TRANSACTIONS............................18

     SECTION 1.  VOTE REQUIRED...............................................18

     SECTION 2.  DISSOLUTION.................................................18

     SECTION 3.  MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION.........18
                 (a) Merger or Consolidation.................................18
                 (b) Conversion..............................................19
                 (c) Reorganization..........................................19

     SECTION 4.  RECLASSIFICATION OF THE TRUST...............................20

ARTICLE IX.      AMENDMENTS..................................................20

     SECTION 1.  AMENDMENTS GENERALLY........................................20

     SECTION 2.  SPECIAL AMENDMENTS..........................................20

ARTICLE X.       MISCELLANEOUS...............................................20

     SECTION 1.  REFERENCES; HEADINGS; COUNTERPARTS..........................20

     SECTION 2.  APPLICABLE LAW..............................................21

     SECTION 3.  PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS..............21

     SECTION 4.  STATUTORY TRUST ONLY........................................21

     SECTION 5.  USE OF THE NAMES "FRANKLIN" OR "TEMPLETON"..................21






                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                          TEMPLETON GLOBAL INCOME FUND

         AGREEMENT AND DECLARATION OF TRUST made as of this 2nd day of December,
2003, by the Trustees hereunder, and by the holders of Shares to be issued by
the Trust hereunder as hereinafter provided.

                                   WITNESSETH:

         WHEREAS this Trust is being formed to carry on the business of a
closed-end management investment company as defined in the 1940 Act; and

         WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth;

         NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets that they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of Shares created hereunder as hereinafter set forth.

                                   ARTICLE I.

                  NAME; OFFICES; REGISTERED AGENT; DEFINITIONS

     Section 1. NAME.  This Trust  shall be known as  "Templeton  Global  Income
Fund" and the Board of Trustees  shall  conduct the  business of the Trust under
that name, or any other name as it may from time to time designate.

     Section  2.  OFFICES  OF THE  TRUST.  The Board  may at any time  establish
offices  of the  Trust at any place or places  where  the  Trust  intends  to do
business.

     Section  3.  REGISTERED  AGENT  AND  REGISTERED  OFFICE.  The  name  of the
registered  agent of the Trust and the address of the  registered  office of the
Trust are as set forth in the Trust's Certificate of Trust.

     Section 4. DEFINITIONS.  Whenever used herein, unless otherwise required by
the context or specifically provided:

          (a) "1940 ACT" shall mean the  Investment  Company Act of 1940 and the
rules and regulations thereunder, all as adopted or amended from time to time;

          (b) "AFFILIATE" shall have the same meaning as "affiliated  person" as
such term is defined  in the 1940 Act when used with  reference  to a  specified
Person, as defined below.

          (c) "BOARD OF TRUSTEES"  shall mean the  governing  body of the Trust,
that is comprised of the number of Trustees of the Trust fixed from time to time
pursuant to Article IV hereof, having the powers and duties set forth herein;

          (d) "BY-LAWS"  shall mean By-Laws of the Trust, as amended or restated
from time to time in  accordance  with  Article VIII  therein.  Such By-Laws may
contain any provision not  inconsistent  with applicable law or this Declaration
of Trust, relating to the governance of the Trust;

          (e)  "CERTIFICATE OF TRUST" shall mean the certificate of trust of the
Trust to be filed  with the  office  of the  Secretary  of State of the State of
Delaware as required  under the  Delaware  Statutory  Trust Act, as amended from
time to time,  to form the  Trust,  as such  certificate  shall  be  amended  or
restated from time to time and filed with such office;

          (f) "CODE" shall mean the Internal  Revenue Code of 1986 and the rules
and regulations thereunder, all as adopted or amended from time to time;

          (g)  "COMMISSION"  shall have the meaning  given that term in the 1940
Act;

          (h)  "DSTA"  shall  mean the  Delaware  Statutory  Trust  Act (12 DEL.
C.ss.3801, ET SEQ.), as amended from time to time;

          (i)  "DECLARATION  OF TRUST" shall mean this Agreement and Declaration
of Trust, as amended or restated from time to time;

          (j) "INTERESTED  PERSON" shall have the meaning given that term in the
1940 Act;

          (k) "INVESTMENT  ADVISER" or "ADVISER" shall mean a Person, as defined
below,  furnishing  services to the Trust pursuant to any investment advisory or
investment management contract described in Article IV, Section 7(a) hereof;

          (l) "NATIONAL FINANCIAL EMERGENCY" shall mean the whole or any part of
any period during (i) which an emergency exists as a result of which disposal by
the Trust of  securities  or other assets  owned by the Trust is not  reasonably
practicable; (ii) which it is not reasonably practicable for the Trust fairly to
determine  the net asset value of its assets;  or (iii) such other period as the
Commission may by order permit for the protection of investors;

          (m)  "PERSON"  shall  mean  a  natural  person,  partnership,  limited
partnership, limited liability company, trust, estate, association, corporation,
organization, custodian, nominee or any other individual or entity in its own or
any representative  capacity,  in each case, whether domestic or foreign,  and a
statutory trust or a foreign statutory or business trust;

          (n) "PRINCIPAL  UNDERWRITER" shall have the meaning given that term in
the 1940 Act;

          (o) "SHARES" shall mean the outstanding shares of beneficial  interest
into which the  beneficial  interest in the Trust shall be divided  from time to
time, and shall include fractional and whole shares;

          (p) "SHAREHOLDER"  shall mean a record owner of Shares pursuant to the
By-Laws;

          (q) "TRUST" shall mean the Delaware statutory trust formed pursuant to
this  Declaration  of Trust and the filing of the  Certificate of Trust with the
office of the Secretary of State of the State of Delaware;

          (r)  "TRUST  PROPERTY"  shall  mean  any  and  all  property,  real or
personal,  tangible or intangible,  which is owned or held by or for the account
of the Trust, including, without limitation, the rights referenced in Article X,
Section 5 hereof;

          (s)  "TRUSTEE"  or  "TRUSTEES"  shall mean each Person that signs this
Declaration of Trust as a trustee, so long as such signatory continues in office
in accordance with the terms hereof, and all other Persons who may, from time to
time,  be duly  elected  or  appointed,  qualified  and  serving on the Board of
Trustees in accordance  with the  provisions  hereof and the By-Laws.  Reference
herein to a Trustee or the  Trustees  shall  refer to such  Person or Persons in
such Person's or Persons' capacity as a trustee or trustees  hereunder and under
the By-Laws; and

          (t) "VOTE OF A MAJORITY OF THE OUTSTANDING  VOTING  SECURITIES"  shall
have the  meaning  provided  under  Subsection  2(a)(42)  of the 1940 Act or any
successor  provision  thereof,  which  Subsection,  as of the date hereof, is as
follows: the vote, at a meeting of the Shareholders,  (i) of sixty-seven percent
(67%) or more of the voting securities present in person or represented by proxy
at such  meeting,  if the  holders  of more  than  fifty  percent  (50%)  of the
outstanding  voting securities of the Trust are present or represented by proxy;
or (ii) of more than fifty percent (50%) of the outstanding voting securities of
the Trust, whichever is the less.

                                  ARTICLE II.

                                PURPOSE OF TRUST

         The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the 1940 Act,
investing primarily in securities and other financial instruments or property,
and to exercise all of the powers granted to a statutory trust formed under the
DSTA, including, without limitation, the following powers:

          (a) To  hold,  invest  and  reinvest  its  funds,  and  in  connection
therewith to hold part or all of its funds in cash,  and to purchase,  subscribe
for or otherwise  acquire,  hold for investment or otherwise,  to trade and deal
in,  write,  sell,  assign,  negotiate,  transfer,  exchange,  lend,  pledge  or
otherwise  dispose of, turn to account for, or realize upon,  securities  (which
term "securities"  shall for the purposes of this Declaration of Trust,  without
limitation of the generality thereof,  be deemed to include any stocks,  shares,
bonds,  debentures,  bills, notes, mortgages,  other obligations or evidences of
indebtedness,  or financial  instruments of any kind or nature, and any options,
certificates,   receipts,  warrants,  futures  contracts  or  other  instruments
representing  rights  to  receive,  purchase  or  subscribe  for  the  same,  or
evidencing  or  representing  any other  rights or  interests  therein or in any
property or assets,  and any negotiable or non-negotiable  instruments and money
market  instruments,  including  bank  certificates  of deposit,  finance paper,
commercial  paper,  bankers'  acceptances and all kinds of repurchase or reverse
repurchase  agreements) created or issued by any United States or foreign issuer
(which term  "issuer"  shall,  for the  purposes of this  Declaration  of Trust,
without  limiting  the  generality  thereof,  be deemed to include any  persons,
firms,   associations,    partnerships,    corporations,   trusts,   syndicates,
combinations,   organizations,   governments   or   subdivisions,   agencies  or
instrumentalities of any government); and to exercise, as owner or holder of any
securities,  all rights, powers and privileges in respect thereof; and to do any
and all  acts and  things  for the  preservation,  protection,  improvement  and
enhancement in value of any and all such  securities,  financial  instruments or
other assets.

          (b) To acquire all or any part of the goodwill, rights, property, real
estate,  interests in real estate and business of any person, firm,  association
or corporation  heretofore or hereafter  engaged in any business  similar to any
business which the Trust has the power to conduct,  and to hold, utilize,  enjoy
and in any manner dispose of the whole or any part of the rights, property, real
estate,  interests  in real estate and  business so  acquired,  and to assume in
connection  therewith any liabilities of any such person,  firm,  association or
corporation.

          (c) To apply for, obtain,  purchase or otherwise acquire, any patents,
copyrights,  licenses,  trademarks,  trade  names and the  like,  which may seem
capable  of  being  used  for  any of the  purposes  of the  Trust;  and to use,
exercise,  develop,  grant  licenses in respect of, sell and  otherwise  turn to
account, the same.

          (d) To issue  and  sell  shares  of  beneficial  interest,  securities
convertible  into such  shares of  beneficial  interest,  or other  security  or
evidence of indebtedness,  in such amounts and on such terms and conditions, for
such purposes and for such amount or kind of consideration  (including,  without
limitation  thereto,  securities) now or hereafter  permitted by the laws of the
State of Delaware,  by the 1940 Act, and by this  Declaration  of Trust,  as the
Board of Trustees may determine.

          (e) To purchase  or  otherwise  acquire,  hold,  dispose  of,  resell,
transfer, reissue or cancel (all without the vote of the Shareholders) shares of
beneficial  interest in any manner and to the extent now or hereafter  permitted
by the laws of the State of Delaware, by the 1940 Act and by this Declaration of
Trust.

          (f) To conduct its business in all its branches at one or more offices
in Delaware and  elsewhere  in any part of the world,  without  restriction,  or
limit as to extent.

          (g) To  exercise  and  enjoy,  in  Delaware  and in any other  states,
territories,  districts and United States dependencies and in foreign countries,
all of the  powers,  rights  and  privileges  granted  to,  or  conferred  upon,
statutory  trusts by the DSTA now or hereafter in force,  and the enumeration of
the  foregoing  powers  shall not be deemed to  exclude  any  powers,  rights or
privileges so granted or conferred.

          (h) In general,  to carry on any other business in connection  with or
incidental to its trust purposes, to do everything necessary, suitable or proper
for the  accomplishment  of such purposes or for the attainment of any object or
the  furtherance  of any  power  hereinbefore  set  forth,  either  alone  or in
association  with  others,  to  do  every  other  act  or  thing  incidental  or
appurtenant  to, or growing out of, or connected with, its business or purposes,
objects or powers,  and, subject to the foregoing,  to have and exercise all the
powers, rights and privileges conferred upon statutory trusts by the laws of the
State of Delaware as in force from time to time.

          (i) The  Trust  shall  not be  limited  to  investing  in  obligations
maturing before the possible dissolution of the Trust. Neither the Trust nor the
Board of  Trustees  shall be required to obtain any court order to deal with any
Trust Property or take any other action hereunder.

          (j) The  foregoing  objects and  purposes  shall,  except as otherwise
expressly  provided,  be in no way limited or  restricted  by  reference  to, or
inference  from,  the terms of any other clause of this or any other  Article of
this  Declaration  of Trust,  and shall  each be  regarded  as  independent  and
construed as a power as well as an object and a purpose,  and the enumeration of
specific  purposes,  objects  and  powers  shall  not be  construed  to limit or
restrict in any manner the meaning of general terms or the general powers of the
Trust now or hereafter conferred by the laws of the State of Delaware, nor shall
the expression of one thing be deemed to exclude  another,  though it be of like
nature, not expressed.

                                  ARTICLE III.

                                     SHARES

     Section 1.DIVISION OF BENEFICIAL INTEREST.

          (a) The beneficial interest in the Trust shall at all times be divided
into  outstanding  shares of the Trust,  all  without  par value.  The number of
shares of beneficial interest in the Trust authorized hereunder is unlimited.

          (b) Subject to and except as  otherwise  provided in Section 23 of the
1940  Act,  and the  rules  and  regulations  adopted  thereunder,  the Board of
Trustees  shall  have the power to issue  authorized,  but  unissued,  shares of
beneficial  interest  from time to time for such  consideration  paid  wholly or
partly in cash or securities as may be determined from time to time by the Board
of Trustees,  subject to any  requirements  or  limitations of the 1940 Act. The
Board of  Trustees,  on behalf of the Trust,  may  acquire  and hold as treasury
shares, reissue for such consideration and on such terms as it may determine, or
cancel, at its discretion from time to time, any Shares reacquired by the Trust.

          (c) Each  Share  shall  entitle  the  holder to the  voting  rights as
provided in Article V hereof.

          (d)   Shareholders   shall  be  entitled  to  receive   dividends  and
distributions,  when, if and as declared by the Board of Trustees. Dividends may
be paid in cash or in kind. No Share shall have any priority or preference  over
any other Share with respect to dividends or distributions  paid in the ordinary
course of business or distributions  upon dissolution of the Trust made pursuant
to Article VIII,  Section 2 hereof.  All dividends  and  distributions  from the
Trust  Property  shall be made ratably among all  Shareholders  according to the
number of Shares held of record by such  Shareholders on the record date for any
dividend or distribution.

          (e) Shareholders  shall have no preemptive or other right to subscribe
for new or additional authorized, but unissued shares or other securities issued
by the Trust.  The Board of Trustees may from time to time divide or combine the
Shares  into a  greater  or  lesser  number  of  Shares.  Any such  division  or
combination shall not materially change the proportionate beneficial interest in
Trust Property of Shareholders at the time of such division or combination.

          (f)  Any  Trustee,  officer  or  other  agent  of the  Trust,  and any
organization  in which any such Person has an economic  or other  interest,  may
acquire,  own, hold and dispose of shares of  beneficial  interest in the Trust,
whether such shares are authorized but unissued, or already outstanding,  to the
same extent as if such Person were not a Trustee,  officer or other agent of the
Trust;  and the Trust may issue and sell and may  purchase  such Shares from any
such Person or any such organization,  subject to the limitations,  restrictions
or other provisions applicable to the sale or purchase of such shares herein and
the 1940 Act.

     Section 2. SALE OF SHARES.  Subject to the 1940 Act and applicable law, the
Trust may sell its authorized but unissued shares of beneficial interest to such
Persons,  at such times, on such terms, and for such  consideration as the Board
of Trustees may from time to time authorize.  Each sale shall be credited to the
individual  purchaser's account in the form of full or fractional Shares, at the
net asset value per Share,  subject to Section 23 of the 1940 Act, and the rules
and  regulations  adopted  thereunder;  PROVIDED,  HOWEVER,  that  the  Board of
Trustees may, in its sole discretion, permit the Principal Underwriter to impose
a sales charge upon any such sale. Every  Shareholder by virtue of having become
a Shareholder shall be deemed to have expressly assented and agreed to the terms
of this Declaration of Trust and to have become bound as a party hereto.

     Section 3. STATUS OF SHARES AND  LIMITATION OF PERSONAL  LIABILITY.  Shares
shall be deemed to be personal  property giving to Shareholders  only the rights
provided in this  Declaration of Trust,  the By-Laws and under  applicable  law.
Ownership of Shares shall not entitle the  Shareholder to any title in or to the
whole or any part of the  Trust  Property  or right to call for a  partition  or
division of the same or for an  accounting,  nor shall the  ownership  of Shares
constitute the  Shareholders as partners.  The death,  incapacity,  dissolution,
termination,  or bankruptcy  of a Shareholder  during the existence of the Trust
shall not operate to dissolve the Trust, nor entitle the  representative  of any
deceased,  incapacitated,  dissolved,  terminated or bankrupt  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,  as a
Shareholder  under this Declaration of Trust and the By-Laws,  of said deceased,
incapacitated,  dissolved, terminated or bankrupt Shareholder. 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 other
than  such as the  Shareholder  may at any time  personally  agree to pay.  Each
Share,  when issued on the terms  determined by the Board of Trustees,  shall be
fully paid and  nonassessable.  As provided in the DSTA,  Shareholders  shall be
entitled  to the same  limitation  of  personal  liability  as that  extended to
stockholders  of a private  corporation  organized  for profit under the General
Corporation Law of the State of Delaware.

     Section 4. POWER OF BOARD OF  TRUSTEES  TO MAKE TAX  STATUS  ELECTION.  The
Board of  Trustees  shall  have  the  power,  in its  discretion,  to make  such
elections  as to the tax  status of the Trust as may be  permitted  or  required
under the Code, without the vote of any Shareholder.

     Section 5. SERIES AND  CLASSES.  The Board of Trustees  may  authorize  the
division  of Shares  into  separate  classes  of Shares  and into  separate  and
distinct  series of Shares and the division of any series into separate  classes
of Shares.  The  establishment  and  designation  of any series or class thereof
shall be effective,  without the requirement of Shareholder  approval,  upon the
adoption  of a  resolution  by not less  than a  majority  of the then  Board of
Trustees,  which resolution shall set forth such  establishment  and designation
and may provide,  to the extent  permitted by the DSTA,  for rights,  powers and
duties of such series or class thereof  otherwise than as provided herein.  Each
such resolution shall be incorporated herein by reference upon adoption.

     Section 6.  INDEMNIFICATION  OF SHAREHOLDERS.  If any Shareholder or former
Shareholder  shall be  exposed  to  liability  by  reason  of a claim or  demand
relating  exclusively  to his or her being or having been a Shareholder  and not
because of such Shareholder's  actions or omissions,  such Shareholder or former
Shareholder (or, in the case of a natural person,  his or her heirs,  executors,
administrators,  or other legal representatives or, in the case of a corporation
or other entity,  its corporate or other general successor) shall be entitled to
be held harmless from and indemnified out of the assets of the Trust against all
loss and expense  arising  from such claim or demand;  provided,  however,  such
indemnity  shall  not  cover  (i)  any  taxes  due or  paid  by  reason  of such
Shareholder's ownership of any Shares and (ii) expenses charged to a Shareholder
pursuant to Article IV, Section 5 hereof.

                                  ARTICLE IV.

                              THE BOARD OF TRUSTEES

     Section 1. NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION.

          (a) The initial  Board of Trustees  shall be comprised of the Trustees
entering into this  Declaration  of Trust on the date first written  above,  who
shall hold  office  until the  initial  holder of a Share  executes a consent in
writing to elect a Board of  Trustees  that is  classified  and holds  office in
accordance with paragraph (c) of this Section 1. The initial  Trustees shall (i)
execute and file or cause to be filed the  Certificate  of Trust with the office
of the  Secretary  of State of the State of Delaware and (ii) adopt the By-Laws.
Each Trustee shall execute a counterpart to this Declaration of Trust.

          (b) The number of Trustees  constituting  the entire Board of Trustees
may be fixed  from time to time by the vote of a  majority  of the then Board of
Trustees;  PROVIDED,  HOWEVER,  that the number of Trustees shall in no event be
less than three (3) nor more than  fifteen (15) and the  percentage  of Trustees
who are not Interested Persons of the Trust shall be no less than that permitted
by the 1940 Act.  The number of  Trustees  shall not be reduced so as to shorten
the term of any Trustee then in office.

          (c) The Board of Trustees  (other  than the initial  Board of Trustees
established  pursuant to paragraph  (a) of this Section 1) shall be divided into
three (3) classes, with the term of office of one class expiring each year. Upon
the  written  consent of the  initial  Shareholder,  Trustees of the first class
shall be  elected  to hold  office for a term  expiring  at the next  succeeding
annual meeting at the time such Trustees'  successors are elected and qualified;
Trustees of the second class shall be elected to hold office for a term expiring
at the second  succeeding  annual meeting at the time such Trustees'  successors
are elected and  qualified;  and Trustees of the third class shall be elected to
hold office for a term expiring at the third  succeeding  annual  meeting at the
time such Trustees'  successors are elected and qualified.  Thereafter,  at each
annual  meeting of  Shareholders,  the successors to the class of Trustees whose
term shall then expire  shall be elected to hold  office for a term  expiring at
the third succeeding annual meeting.

          (d) Each Trustee shall hold office for the  applicable  term set forth
in  paragraph  (c) of this  Section 1 or until  such  Trustee's  earlier  death,
resignation, removal or inability otherwise to serve.

          (e) Any Trustee may be removed, with or without cause, by the
Shareholders, upon the vote of the holders of at least seventy-five percent
(75%) of the Shares entitled to vote.

          (f) Any Trustee may resign at any time by giving written notice to the
secretary  of  the  Trust  or to a  meeting  of  the  Board  of  Trustees.  Such
resignation shall be effective upon receipt, unless specified to be effective at
some  later  time,  but no later  than the next  succeeding  annual  meeting  of
Shareholders.

     Section 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action
that may be taken at any  meeting  of the  Board of  Trustees  or any  committee
thereof may be taken  without a meeting and without  prior  written  notice if a
consent or  consents in writing  setting  forth the action so taken is signed by
the  Trustees  having  not less than the  minimum  number of votes that would be
necessary to authorize or take that action at a meeting at which all Trustees on
the Board of Trustees or any committee thereof, as the case may be, were present
and voted. A consent  transmitted by electronic  transmission (as defined in the
DSTA) by a Trustee shall be deemed to be written and signed for purposes of this
Section.  All such  consents  shall be filed with the secretary of the Trust and
shall be maintained in the Trust's records.

     Section 3. POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE.

          (a) POWERS.  Subject to the  provisions of this  Declaration of Trust,
the  business  of the Trust  shall be managed by or under the  direction  of the
Board of Trustees, and such Board of Trustees shall have all powers necessary or
convenient to carry out that  responsibility.  The Board of Trustees  shall have
full power and  authority to do any and all acts and to make and execute any and
all contracts and instruments  that it may consider  necessary or appropriate in
connection  with the operation  and  administration  of the Trust.  The Board of
Trustees shall not be bound or limited by present or future laws or customs with
regard to  investments  by trustees or  fiduciaries,  but,  subject to the other
provisions  of this  Declaration  of Trust  and the  By-Laws,  shall  have  full
authority and absolute power and control over the assets and the business of the
Trust to the same extent as if the Board of Trustees  was the sole owner of such
assets  and  business  in its own right,  including  such  authority,  power and
control  to do all acts and  things as it, in its sole  discretion,  shall  deem
proper to accomplish the purposes of this Trust. Without limiting the foregoing,
the Board of Trustees may, subject to the requisite vote for such actions as set
forth in this  Declaration  of Trust  and the  By-Laws:  (1) adopt  By-Laws  not
inconsistent  with  applicable  law or this  Declaration  of Trust;  (2)  amend,
restate  and  repeal  such  By-Laws,  subject  to and  in  accordance  with  the
provisions  of such  By-Laws;  (3) fill  vacancies  on the Board of  Trustees in
accordance with this Declaration of Trust and the By-Laws;  (4) elect and remove
such officers and appoint and terminate such agents as it considers appropriate,
in accordance with this Declaration of Trust and the By-Laws;  (5) establish and
terminate  one or more  committees  of the  Board of  Trustees  pursuant  to the
By-Laws; (6) place Trust Property in custody as required by the 1940 Act, employ
one or more  custodians of the Trust Property and authorize  such  custodians to
employ sub-custodians and to place all or any part of such Trust property with a
custodian or a custodial  system meeting the  requirements  of the 1940 Act; (7)
retain a transfer  agent,  dividend  disbursing  agent, a shareholder  servicing
agent or  administrative  services  agent,  or any  number  thereof or any other
service  provider  as deemed  appropriate;  (8)  provide  for the  issuance  and
distribution of shares of beneficial  interest in the Trust or other  securities
or financial instruments directly or through one or more Principal  Underwriters
or otherwise;  (9) retain one or more  Investment  Adviser(s);  (10)  repurchase
Shares on behalf of the Trust and transfer  Shares  pursuant to applicable  law;
(11) set record  dates for the  determination  of  Shareholders  with respect to
various  matters,  in the  manner  provided  in  Article  V,  Section  4 of this
Declaration  of Trust;  (12)  declare and pay  dividends  and  distributions  to
Shareholders  from the Trust Property,  in accordance  with this  Declaration of
Trust  and the  By-Laws;  and (13) in  general  delegate  such  authority  as it
considers  desirable to any officer of the Trust,  to any committee of the Trust
and to any agent or  employee of the Trust or to any such  custodian,  transfer,
dividend  disbursing,   shareholder  servicing  agent,   Principal  Underwriter,
Investment Adviser,  or other service provider,  to the extent authorized and in
accordance with this  Declaration of Trust,  the By-Laws and applicable law. The
powers  of the Board of  Trustees  set forth in this  Section  3(a) are  without
prejudice  to the  other  powers  of the  Board of  Trustees  set  forth in this
Declaration  of Trust and the By-Laws.  Any  determination  as to what is in the
best interests of the Trust and its  Shareholders  made by the Board of 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 Board of Trustees.

          (b) OTHER BUSINESS INTERESTS. The Trustees shall devote to the affairs
of the Trust such time as may be necessary for the proper  performance  of their
duties  hereunder,  but  neither  the  Trustees  nor  the  officers,  directors,
shareholders,  partners or employees of the Trustees,  if any, shall be expected
to devote their full time to the  performance of such duties.  The Trustees,  or
any Affiliate,  shareholder,  officer, director, partner or employee thereof, or
any Person  owning a legal or  beneficial  interest  therein,  may engage in, or
possess an interest  in, any  business or venture  other than the Trust,  of any
nature  and  description,  independently  or with or for the  account of others.
Neither the Trust nor any  Shareholder  shall have the right to  participate  or
share in such other  business or venture or any profit or  compensation  derived
therefrom.

          (c)  QUORUM  AND  REQUIRED  VOTE.  At all  meetings  of the  Board  of
Trustees,  a  majority  of the Board of  Trustees  shall be present in person in
order to constitute a quorum for the transaction of business. A meeting at which
a quorum is initially present may continue to transact business  notwithstanding
the departure of Trustees  from the meeting,  if any action taken is approved by
at least a majority of the required quorum for that meeting.  Subject to Article
III, Sections 1 and 6 of the By-Laws and except as otherwise  provided herein or
required by applicable law, the vote of not less than a majority of the Trustees
present at a meeting at which a quorum is present  shall be the act of the Board
of Trustees.

     Section 4. PAYMENT OF EXPENSES BY THE TRUST.  An authorized  officer of the
Trust shall 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 the income of the Trust,  all
expenses,  fees,  charges,  taxes and  liabilities  incurred  by or  arising  in
connection with the maintenance or operation of the Trust, or in connection with
the  management   thereof,   including,   but  not  limited  to,  the  Trustees'
compensation and such expenses,  fees, charges, taxes and liabilities associated
with the services of the Trust's  officers,  employees,  Investment  Adviser(s),
Principal Underwriter,  auditors,  counsel, custodian,  sub-custodian,  transfer
agent,  dividend disbursing agent,  shareholder  servicing agent, and such other
agents or independent contractors and such other expenses,  fees, charges, taxes
and liabilities as the Board of Trustees may deem necessary or proper to incur.

     Section 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Board of Trustees shall
have the power,  as frequently as it may determine,  to cause any Shareholder to
pay  directly,  in advance or arrears,  for charges of the Trust's  custodian or
transfer,  dividend  disbursing,  shareholder  servicing  or  similar  agent for
services provided to such Shareholder,  an amount fixed from time to time by the
Board of Trustees, by setting off such amount due from such Shareholder from the
amount  of  (i)  declared  but  unpaid  dividends  or  distributions  owed  such
Shareholder,  or (ii) proceeds  from the  repurchase by the Trust of Shares from
such Shareholder pursuant to Article VI hereof.

     Section 6.  OWNERSHIP  OF TRUST  PROPERTY.  Legal title to all of the Trust
Property  shall at all times be vested in the  Trust,  except  that the Board of
Trustees  shall have the power to cause legal title to any Trust  Property to be
held by or in the name of any Person as  nominee,  on such terms as the Board of
Trustees may determine, in accordance with applicable law.

     Section 7. SERVICE CONTRACTS.

          (a)  Subject to this  Declaration  of Trust,  the By-Laws and the 1940
Act, the Board of Trustees may, at any time and from time to time,  contract for
exclusive or nonexclusive  investment advisory or investment management services
for the Trust with any corporation,  trust,  association or other  organization,
including any  Affiliate;  and any such contract may contain such other terms as
the Board of Trustees may determine, including without limitation, delegation of
authority to the Investment Adviser to determine from time to time without prior
consultation with the Board of Trustees what securities and other instruments or
property  shall be purchased or otherwise  acquired,  owned,  held,  invested or
reinvested  in, sold,  exchanged,  transferred,  mortgaged,  pledged,  assigned,
negotiated, or otherwise dealt with or disposed of, and what portion, if any, of
the Trust Property  shall be held  uninvested and to make changes in the Trust's
investments,  or to engage in such other  activities,  including  administrative
services, as may specifically be delegated to such party.

          (b) The Board of Trustees may also, at any time and from time to time,
contract with any Person, including any Affiliate,  appointing it or them as the
exclusive or nonexclusive placement agent,  distributor or Principal Underwriter
for the  Trust's  shares of  beneficial  ownership  or for other  securities  or
financial instruments to be issued by the Trust, or appointing it or them to act
as the  administrator,  custodian,  transfer agent,  dividend  disbursing  agent
and/or shareholder servicing agent for the Trust.

          (c) The Board of Trustees is further  empowered,  at any time and from
time to time, to contract with any Persons to provide such other services to the
Trust as the Board of Trustees  determines  to be in the best  interests  of the
Trust and its Shareholders.

          (d) None of the  following  facts or  circumstances  shall  affect the
validity  of any of the  following  contracts  or  disqualify  any  Shareholder,
Trustee,  employee  or officer of the Trust from voting  upon or  executing  the
same,  or  create  any  liability  or   accountability   to  the  Trust  or  the
Shareholders,  provided that the  establishment  of and performance of each such
contract is  permissible  under the 1940 Act,  and  provided  further  that such
Person is authorized to vote upon such contract under the 1940 Act:

                    (i)  the  fact  that  any  of  the  Shareholders,  Trustees,
employees or officers of the Trust is a shareholder, director, officer, partner,
trustee,  employee,  manager,  Adviser,  placement agent, Principal Underwriter,
distributor,  or Affiliate  or agent of or for any Person,  or for any parent or
Affiliate of any Person, with which any type of service contract provided for in
this Article IV,  Section 7 may have been or may  hereafter be made, or that any
such Person,  or any parent or Affiliate  thereof,  is a  Shareholder  or has an
interest in the Trust, or

                    (ii) the fact that any Person with which any type of service
contract  provided  for in this  Article  IV,  Section  7 may  have  been or may
hereafter  be made  also  has such a  service  contract  with one or more  other
Persons, or has other business or interests.

          (e) Every contract referred to in this Section 7 is required to comply
with this Declaration of Trust, the By-Laws,  the 1940 Act, other applicable law
and any stipulation by resolution of the Board of Trustees.

                                   ARTICLE V.

                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

     Section 1. VOTING  POWERS.  The  Shareholders  shall have the power to vote
only (i) for the  election of Trustees  and the filling of any  vacancies on the
Board of Trustees as set forth herein and in the  By-Laws;  (ii) for the removal
of  Trustees as set forth  herein;  (iii) on such  additional  matters as may be
required  by this  Declaration  of  Trust,  the  By-Laws,  the 1940  Act,  other
applicable  law and any  registration  statement  of the  Trust  filed  with the
Commission,  the  registration  of which is  effective;  and (iv) on such  other
matters as the Board of  Trustees  may  consider  necessary  or  desirable.  The
Shareholder of record (as of the record date  established  pursuant to Section 4
of this  Article V) of each Share  shall be  entitled  to one vote for each full
Share, and a fractional vote for each fractional Share.  Shareholders  shall not
be entitled  to  cumulative  voting in the  election of Trustees or on any other
matter.

     Section 2. QUORUM AND REQUIRED VOTE.

          (a) A  majority  of the  Shares  entitled  to vote at a  Shareholders'
meeting, which are present in person or represented by proxy, shall constitute a
quorum at the Shareholders' meeting,  except when a larger quorum is required by
applicable law or the  requirements  of any securities  exchange on which Shares
are listed  for  trading,  in which  case such  quorum  shall  comply  with such
requirements.  Abstentions and broker non-votes will be included for purposes of
determining  whether a quorum  is  present.  Subject  to any  provision  of this
Declaration  of Trust,  the By-Laws or applicable  law that requires a different
vote:  (1) in all matters other than the election of Trustees,  the  affirmative
"vote of a majority of the outstanding voting securities" (as defined herein) of
the  Trust  entitled  to vote at a  Shareholders'  meeting  at which a quorum is
present, shall be the act of the Shareholders; and (2) Trustees shall be elected
by not less than a plurality of the votes cast of the holders of Shares entitled
to vote present in person or represented by proxy at a Shareholders'  meeting at
which a quorum is present.

          (b) Abstentions and broker  non-votes will be treated as votes present
at a Shareholders'  meeting, but will not be treated as votes cast.  Abstentions
and broker non-votes, therefore, will have no effect on proposals that require a
plurality or any percentage of votes cast, or of Shares  present,  for approval,
but will have the same effect as a vote  "against"  on proposals  requiring  any
percentage of the outstanding voting securities of the Trust for approval.

     Section 3.  SHAREHOLDER  ACTION BY WRITTEN CONSENT  WITHOUT A MEETING.  Any
action which may be taken at any meeting of Shareholders  may be taken without a
meeting and  without  prior  notice if a consent or consents in writing  setting
forth the action so taken is signed by the  holders of all  Shares  entitled  to
vote on that  action and is received by the  secretary  of the Trust.  A consent
transmitted by electronic transmission (as defined in the DSTA) by a Shareholder
or by a person or persons authorized to act for a Shareholder shall be deemed to
be written and signed for purposes of this Section.  All such consents  shall be
filed with the  secretary  of the Trust and shall be  maintained  in the Trust's
records.  Any Shareholder that has given a written consent or the  Shareholder's
proxyholder or a personal  representative  of the  Shareholder or its respective
proxyholder may revoke the consent by a writing received by the secretary of the
Trust  before the  written  consents  of all Shares  entitled  to vote have been
received by the secretary of the Trust.

     Section 4. RECORD DATES.

          (a) For purposes of determining  the  Shareholders  entitled to notice
of, and to vote at, any meeting of Shareholders, the Board of Trustees may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted by the Board of Trustees, and which
record date shall not be more than one hundred  twenty  (120) days nor less than
ten (10) days before the date of any such meeting.  For purposes of  determining
the Shareholders  entitled to vote on any action without a meeting, the Board of
Trustees  may fix a record  date,  which  record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Trustees,  and which  record  date shall not be more than thirty (30) days after
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Trustees.

          (b) If the Board of Trustees does not so fix a record date:

               (i) the record  date for  determining  Shareholders  entitled  to
notice of, and to vote at, a meeting  of  Shareholders  shall be at the close of
business  on the day next  preceding  the day on which  notice  is given  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held.

               (ii) the record  date for  determining  Shareholders  entitled to
vote on any action by consent in writing without a meeting of Shareholders,  (1)
when no prior action by the Board of Trustees  has been taken,  shall be the day
on which the first  signed  written  consent  setting  forth the action taken is
delivered  to the Trust,  or (2) when prior  action of the Board of Trustees has
been  taken,  shall be at the close of business on the day on which the Board of
Trustees adopts the resolution taking such prior action.

          (c) For the purpose of determining the  Shareholders  who are entitled
to receive payment of any dividend or of any other distribution of assets of the
Trust,  the Board of  Trustees  may from time to time fix a record  date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall not be more than sixty (60)
days  before  the  date  for  the  payment  of  such   dividend  or  such  other
distribution.

     Section  5.  ADDITIONAL   PROVISIONS.   The  By-Laws  may  include  further
provisions for Shareholders' votes, meetings and related matters.

                                  ARTICLE VI.

             NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS

     Section 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.

          (a) The Board of Trustees  shall have the power to determine from time
to time the offering price for  authorized,  but unissued,  shares of beneficial
interest of the Trust,  subject to any  requirements  or limitations of the 1940
Act.

          (b) The Board of Trustees may, subject to the 1940 Act,  prescribe and
shall set forth in the Bylaws,  this  Declaration of Trust or in a resolution of
the Board of Trustees  such bases and time for  determining  the net asset value
per Share,  or net income  attributable  to the  Shares or the  declaration  and
payment of dividends and  distributions on the Shares,  as it may deem necessary
or desirable.

          (c) Before  payment of any dividend  there may be set aside out of any
funds of the  Trust  available  for  dividends  such sum or sums as the Board of
Trustees may from time to time,  in its absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any  property of the Trust or for such other  lawful
purpose as the Board of Trustees  shall deem to be in the best  interests of the
Trust and its  Shareholders,  and the Board of  Trustees  may  abolish  any such
reserve in the manner in which it was created.

     Section 2. REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT.

          (a) The Trust may repurchase  Shares on the open market or such Shares
as are tendered by any Shareholder for repurchase pursuant to a repurchase offer
or tender offer,  if any, made by the Trust  periodically  or from time to time,
upon the  presentation  by the  Shareholder  of a proper  instrument of transfer
together with a request  directed to the Trust, its transfer agent or other duly
authorized  agent,  that the Trust repurchase such Shares, or in accordance with
such other  procedures  for repurchase as the Board of Trustees may from time to
time  authorize;  and the  Trust  will  pay  therefor  a price  that  meets  the
requirements  of  Section  23 of the 1940 Act,  and the  rules  and  regulations
adopted thereunder,  and that is in accordance with the terms of such repurchase
offer, tender offer, this Declaration of Trust, the By-Laws and other applicable
law. The  obligations  set forth in this Section 2 are subject to the  provision
that such obligations may be suspended or postponed by the Board of Trustees (1)
during any time the New York Stock Exchange (the "Exchange") is closed for other
than  weekends or holidays;  (2) if  permitted  by the rules of the  Commission,
during  periods when trading on the  Exchange is  restricted;  or (3) during any
National  Financial  Emergency.  The Board of Trustees  may, in its  discretion,
declare that the suspension  relating to a National  Financial  Emergency  shall
terminate,  as the case may be, on the first  business day on which the Exchange
shall have  reopened or the period  specified  above  shall have  expired (as to
which, in the absence of an official ruling by the Commission, the determination
of the Board of Trustees shall be conclusive.)

          (b) The  repurchase  price may in any case or cases be paid  wholly or
partly  in kind if the  Board  of  Trustees  determines  that  such  payment  is
advisable  in  the  interest  of  the  remaining  Shareholders.  Subject  to the
foregoing,  the fair  value,  selection  and  quantity  of  securities  or other
property so paid or  delivered as all or part of the  repurchase  price shall be
determined by or under authority of the Board of Trustees.  In no case shall the
Trust be liable for any delay of any corporation or other Person in transferring
securities or other property selected for delivery as all or part of any payment
in kind.

     Section 3.  REPURCHASE OF SHARES  WITHOUT  SHAREHOLDER  CONSENT.  The Trust
shall have the right at its option and at any time,  subject to the 1940 Act and
other  applicable  law, to repurchase  Shares of any Shareholder at a price that
meets  the  requirements  of  Section  23 of the 1940  Act,  and the  rules  and
regulations adopted thereunder, and that is in accordance with the terms of this
Declaration of Trust, the By-Laws and other applicable law: (a) if at such time,
such Shareholder owns Shares having an aggregate net asset value of less than an
amount  determined from time to time by the Trustees;  or (b) to the extent that
such Shareholder owns Shares equal to or in excess of a percentage of the Shares
determined from time to time by the Trustees.

     Section 4. TRANSFER OF SHARES.  Shares shall be  transferable in accordance
with the provisions of the By-Laws.

                                  ARTICLE VII.

                             LIMITATION OF LIABILITY
                          AND INDEMNIFICATION OF AGENT

     Section 1. LIMITATION OF LIABILITY.

          (a) For the purpose of this  Article,  "Agent" means any Person who is
or was a Trustee,  officer,  employee  or other  agent of the Trust or is or was
serving at the request of the Trust as a trustee, director, officer, employee or
other  agent of another  foreign or  domestic  corporation,  partnership,  joint
venture, trust or other enterprise;  "Proceeding" means any threatened,  pending
or completed action or proceeding,  whether civil,  criminal,  administrative or
investigative; and "Expenses" include without limitation attorneys' fees and any
expenses of establishing a right to indemnification under this Article.

          (b) An Agent  shall be  liable  to the  Trust  and to any  Shareholder
solely for such Agent's own willful misfeasance,  bad faith, gross negligence or
reckless  disregard  of the duties  involved  in the conduct of such Agent (such
conduct referred to herein as "Disqualifying Conduct"), and for nothing else.

          (c)  Subject to  subsection  (b) of this  Section 1 and to the fullest
extent that  limitations  on the  liability of Agents are permitted by the DSTA,
the  Agents  shall  not be  responsible  or  liable  in any event for any act or
omission of any other Agent of the Trust or any Investment  Adviser or Principal
Underwriter of the Trust.

          (d) No Agent, when acting in its respective capacity as such, shall be
personally  liable to any Person,  other than the Trust or a Shareholder  to the
extent  provided  in  subsections  (b) and (c) of this  Section  1, for any act,
omission or obligation of the Trust or any Trustee thereof.

          (e) The  officers  and  Trustees  may  obtain the advice of counsel or
other experts with respect to the meaning and operation of this  Declaration  of
Trust, the By-Laws,  applicable law and their  respective  duties as officers or
Trustees.  No such officer or Trustee shall be liable for any act or omission in
accordance  with such advice and no inference  concerning  liability shall arise
from a failure to follow such advice.  The  officers  and Trustees  shall not be
required  to give any bond  hereunder,  nor any surety if a bond is  required by
applicable law.

          (f) The failure to make timely collection of dividends or interest, or
to take timely action with respect to  entitlements,  on the Trust's  securities
issued in  emerging  countries,  shall not be deemed to be  negligence  or other
fault on the part of any Agent,  and no Agent shall have any  liability for such
failure  or for  any  loss  or  damage  resulting  from  the  imposition  by any
government of exchange control  restrictions which might affect the liquidity of
the Trust's assets or from any war or political act of any foreign government to
which such assets might be exposed, except, in the case of a Trustee or officer,
for liability resulting from such Trustee's or officer's Disqualifying Conduct.

          (g) The limitation on liability  contained in this Article  applies to
events  occurring  at the time a Person  serves as an Agent  whether or not such
Person is an Agent at the time of any Proceeding in which liability is asserted.

          (h) No amendment or repeal of this Article shall adversely  affect any
right or  protection  of an Agent that exists at the time of such  amendment  or
repeal.

     Section 2. INDEMNIFICATION.

          (a) INDEMNIFICATION BY TRUST. The Trust shall indemnify,  out of Trust
Property,  to the fullest extent  permitted under applicable law, any Person who
was or is a party  or is  threatened  to be made a party  to any  Proceeding  by
reason  of the fact that such  Person is or was an Agent of the  Trust,  against
Expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred in connection  with such Proceeding if such Person acted in
good faith or in the case of a criminal  proceeding,  had no reasonable cause to
believe  the  conduct  of such  Person  was  unlawful.  The  termination  of any
Proceeding by judgment, order, settlement, conviction or plea of nolo contendere
or its equivalent  shall not of itself create a presumption  that the Person did
not act in good faith or that the Person had  reasonable  cause to believe  that
the Person's conduct was unlawful.

          (b) EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the
contrary contained herein,  there shall be no right to  indemnification  for any
liability arising by reason of the Agent's Disqualifying  Conduct. In respect of
any claim,  issue or matter as to which that Person shall have been  adjudged to
be  liable  in the  performance  of  that  Person's  duty  to the  Trust  or the
Shareholders  indemnification shall be made only to the extent that the court in
which that action was brought shall  determine,  upon  application or otherwise,
that in view of all the circumstances of the case, that Person was not liable by
reason of that Person's Disqualifying Conduct.

          (c) REQUIRED APPROVAL. Any indemnification under this Article shall be
made by the Trust if  authorized in the specific  case on a  determination  that
indemnification  of the Agent is proper in the  circumstances by a majority vote
of  Trustees,  even though such number of Trustees  shall be less than a quorum,
who are not parties to the  Proceeding and have no economic or other interest in
connection  with such specific case; a committee of such Trustees  designated by
majority vote of such Trustees even though such number of Trustees shall be less
than a quorum; or by independent legal counsel in a written opinion.

          (d)  ADVANCEMENT  OF  EXPENSES.  Expenses  incurred  by  an  Agent  in
defending  any  Proceeding  may  be  advanced  by the  Trust  before  the  final
disposition  of the  Proceeding on receipt of an  undertaking by or on behalf of
the  Agent  to repay  the  amount  of the  advance  if it  shall  be  determined
ultimately  that the Agent is not entitled to be  indemnified  as  authorized in
this Article.

          (e) OTHER CONTRACTUAL RIGHTS.  Nothing contained in this Article shall
affect any right to  indemnification  to which  Persons  other than Trustees and
officers of the Trust or any  subsidiary  thereof may be entitled by contract or
otherwise.

          (f) FIDUCIARIES OF EMPLOYEE  BENEFIT PLAN. This Article does not apply
to any Proceeding against any trustee,  investment manager or other fiduciary of
an employee  benefit plan in that  Person's  capacity as such,  even though that
Person  may also be an  Agent  of the  Trust as  defined  in  Section  1 of this
Article.   Nothing   contained  in  this  Article   shall  limit  any  right  to
indemnification to which such a trustee,  investment manager, or other fiduciary
may be  entitled  by contract or  otherwise  which shall be  enforceable  to the
extent permitted by applicable law other than this Article.

     Section 3.  INSURANCE.  To the fullest extent  permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust  Property,
insurance  for  liability  and for all Expenses  reasonably  incurred or paid or
expected to be paid by an Agent in connection  with any Proceeding in which such
Agent becomes involved by virtue of such Agent's  actions,  or omissions to act,
in its  capacity  or former  capacity  with the Trust,  whether or not the Trust
would have the power to indemnify such Agent against such liability.

     Section 4. DERIVATIVE  ACTIONS.  Subject to the  requirements  set forth in
Section 3816 of the DSTA, a Shareholder or  Shareholders  may bring a derivative
action on behalf of the Trust only if the Shareholder or Shareholders first make
a pre-suit  demand upon the Board of Trustees to bring the subject action unless
an effort to cause the Board of  Trustees  to bring such  action is  excused.  A
demand on the Board of Trustees shall only be excused if a majority of the Board
of Trustees,  or a majority of any committee  established to consider the merits
of such  action,  has a material  personal  financial  interest in the action at
issue.  A Trustee  shall not be deemed  to have a  material  personal  financial
interest in an action or otherwise be disqualified  from ruling on a Shareholder
demand by virtue of the fact that such Trustee  receives  remuneration  from his
service  on the Board of  Trustees  of the Trust or on the boards of one or more
investment  companies  with  the same or an  affiliated  investment  advisor  or
underwriter.

                                 ARTICLE VIII.

                        APPROVAL OF CERTAIN TRANSACTIONS

     Section  1.  VOTE  REQUIRED.  Notwithstanding  any other  provision  of the
Declaration of Trust to the contrary and subject to the  exceptions  provided in
this Article VIII, each of the transactions described in this Article VIII shall
require the  approval of the Board of Trustees and the  affirmative  vote of the
holders of at least seventy-five percent (75%) of the Shares entitled to vote to
approve,  adopt or  authorize  such  transaction  unless  such  action  has been
previously  approved,  adopted or authorized by the affirmative vote of at least
two-thirds  (66 2/3%) of the Board of  Trustees,  in which case the  Shareholder
vote set forth in Article V, Section 2(a)(1) shall be required.

     Section 2.  DISSOLUTION.  The Trust shall have perpetual  existence  unless
dissolved upon:

          (a) The vote of the Board of Trustees and Shareholders as set forth in
Section 1 of this Article VIII; or

          (b) Upon the occurrence of a dissolution or termination event pursuant
to any other  provision of this  Declaration of Trust  (including  Article VIII,
Section 3) or the DSTA.

          (c) Upon  dissolution of the Trust,  the Trustees shall (in accordance
with  Section  3808 of the DSTA)  pay or make  reasonable  provision  to pay all
claims and obligations of the Trust,  including all  contingent,  conditional or
unmatured  claims  and  obligations  known  to the  Trust,  and all  claims  and
obligations  which are known to the  Trust,  but for which the  identity  of the
claimant  is  unknown.  If the Trust has  sufficient  assets,  such  claims  and
obligations  shall be paid in full and any such  provisions for payment shall be
made in full. If the Trust has insufficient  assets, such claims and obligations
shall be paid or provided for according to their  priority and, among claims and
obligations  of equal  priority,  ratably  to the  extent  of  assets  available
therefor.  Any remaining  assets of the Trust  (including,  without  limitation,
cash,  securities  or any  combination  thereof)  shall  be  distributed  to the
Shareholders  ratably  according  to the number of Shares  held of record by the
several Shareholders on the record date for such dissolution distribution.  Upon
the winding up of the Trust in accordance  with Section 3808 of the DSTA and its
termination,  any one (1)  Trustee  shall  execute,  and  cause to be  filed,  a
certificate  of  cancellation,  with the office of the Secretary of State of the
State of Delaware in accordance with the provisions of Section 3810 of the DSTA.

     Section 3. MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION.

          (a) MERGER OR  CONSOLIDATION.  Pursuant to an  agreement  of merger or
consolidation, the Board of Trustees may cause the Trust to merge or consolidate
with or into one or more  statutory  trusts or  "other  business  entities"  (as
defined in Section 3801 of the DSTA)  formed or organized or existing  under the
laws of the State of  Delaware  or any other  state of the United  States or any
foreign country or other foreign jurisdiction.  Any such merger or consolidation
shall require  approval by vote of the Board of Trustees and Shareholders as set
forth in Section 1 of this Article VIII. By reference to Section  3815(f) of the
DSTA, any agreement of merger or consolidation  approved in accordance with this
Section 3(a) may, without a Shareholder vote, unless required by the 1940 Act or
the  requirements  of any  securities  exchange  on which  Shares are listed for
trading,  effect any  amendment to this  Declaration  of Trust or the By-Laws or
effect the adoption of a new governing  instrument if the Trust is the surviving
or resulting  statutory or business trust in the merger or consolidation,  which
amendment or new governing  instrument  shall be effective at the effective time
or date of the merger or  consolidation.  In all  respects  not  governed by the
DSTA, the 1940 Act or other applicable law, the Board of Trustees shall have the
power to prescribe additional  procedures necessary or appropriate to accomplish
a merger or  consolidation,  including  the power to create one or more separate
statutory  or  business  trusts  to  which  all  or  any  part  of  the  assets,
liabilities,  profits or losses of the Trust may be  transferred  and to provide
for the  conversion  of  Shares  into  beneficial  interests  in  such  separate
statutory  or  business  trust or  trusts.  Upon  completion  of the  merger  or
consolidation,  if the Trust is the surviving or resulting statutory or business
trust,  any one (1) Trustee shall execute,  and cause to be filed, a certificate
of merger or consolidation in accordance with Section 3815 of the DSTA.

          (b)  CONVERSION.  The  Board of  Trustees  may  cause (i) the Trust to
convert to an "other  business  entity" (as defined in Section 3801 of the DSTA)
formed  or  organized  under  the laws of the  State of  Delaware  as  permitted
pursuant  to  Section  3821 of the DSTA;  (ii) the Shares to be  converted  into
beneficial  interests in another statutory or business trust created pursuant to
this Section 3 of this Article VIII,  or (iii) the Shares to be exchanged  under
or pursuant to any state or federal statute to the extent  permitted by law. Any
such  statutory  conversion,  Share  conversion or Share  exchange shall require
approval  by vote of the  Board of  Trustees  and  Shareholders  as set forth in
Section 1 of this  Article  VIII;  PROVIDED,  HOWEVER,  that in all respects not
governed by the DSTA, the 1940 Act, other  applicable law or the requirements of
any  securities  exchange on which Shares are listed for  trading,  the Board of
Trustees shall have the power to prescribe  additional  procedures  necessary or
appropriate  to  accomplish a statutory  conversion,  Share  conversion or Share
exchange,  including  the  power to create  one or more  separate  statutory  or
business trusts to which all or any part of the assets, liabilities,  profits or
losses of the Trust may be  transferred  and to provide  for the  conversion  of
Shares into beneficial interests in such separate statutory or business trust or
trusts.

          (c) REORGANIZATION. The Board of Trustees may cause the Trust to sell,
convey  and  transfer  all or  substantially  all of the  assets of the Trust to
another trust,  statutory or business trust,  partnership,  limited partnership,
limited liability company,  corporation or other association organized under the
laws of any state in exchange  for cash,  shares or other  securities  with such
sale,  conveyance  and  transfer  either (a) being made  subject to, or with the
assumption by the transferee of, the  liabilities of the Trust, or (b) not being
made subject to, or not with the  assumption  of, such  liabilities.  Such sale,
conveyance and transfer shall require  approval by vote of the Board of Trustees
and Shareholders as set forth in Section 1 of this Article VIII.  Following such
sale, conveyance and transfer, the Board of Trustees shall distribute such cash,
shares or other  securities  ratably among the  Shareholders;  and if all of the
assets of the Trust have been so sold, conveyed and transferred, the Trust shall
be  dissolved.  In all respects not governed by the DSTA,  the 1940 Act or other
applicable  law,  the  Board  of  Trustees  shall  have the  power to  prescribe
additional  procedures  necessary or  appropriate to accomplish a sale of assets
including the power to create one or more separate  statutory or business trusts
to which all or any part of the  assets,  liabilities,  profits or losses of the
Trust may be  transferred  and to  provide  for the  conversion  of Shares  into
beneficial interests in such separate statutory or business trust or trusts.

     Section 4.  RECLASSIFICATION  OF THE TRUST. The Board of Trustees may cause
the Trust to be converted from a "closed-end  company" to an "open-end  company"
(as those terms are defined,  respectively,  in Sections  5(a)(2) and 5(a)(1) of
the 1940 Act). Such reclassification of the Trust shall require approval by vote
of the Board of  Trustees  and  Shareholders  as set forth in  Section 1 of this
Article VIII.

                                  ARTICLE IX.

                                   AMENDMENTS

     Section 1. AMENDMENTS GENERALLY.  Subject to the provisions of Section 3(a)
of Article VIII and Section 2 of this Article IX, this  Declaration of Trust may
be  restated  and/or  amended  at any  time by the  Board of  Trustees,  without
approval of the Shareholders.  The Certificate of Trust shall be restated and/or
amended at any time by the Board of Trustees,  without Shareholder  approval, to
correct any inaccuracy  contained therein. Any such restatement and/or amendment
of the  Certificate  of Trust  shall be executed by at least one (1) Trustee and
shall be effective  immediately upon its filing with the office of the Secretary
of State of the  State of  Delaware  or upon such  future  date as may be stated
therein.

     Section 2. SPECIAL AMENDMENTS.  Notwithstanding any other provision of this
Declaration  of Trust or the  By-Laws,  the  amendment  or repeal of Article IV,
Sections 1, 2 and 3, Article V, Article VII, Article VIII and this Article IX of
this  Declaration  of Trust shall  require the approval of the Board of Trustees
and the  affirmative  vote of  holders of at least  two-thirds  (66 2/3%) of the
Shares  entitled  to vote,  unless  such action has  previously  been  approved,
adopted or authorized by the affirmative  vote of at least  two-thirds (66 2/3%)
of the  Board of  Trustees,  in which  case the  Shareholder  vote set  forth in
Article V, Section 2(a)(1) shall be required.

                                   ARTICLE X.

                                  MISCELLANEOUS

     Section 1. REFERENCES; HEADINGS; COUNTERPARTS. In this Declaration of Trust
and in any such restatements  and/or amendments,  references to this instrument,
and all  expressions  of similar effect to "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.  Any references herein
to specific  sections of the DSTA,  the Code or the 1940 Act shall refer to such
sections as amended from time to time or any successor  sections  thereof.  This
instrument may be executed in any number of counterparts, each of which shall be
deemed an original.

     Section 2. APPLICABLE  LAW. This  Declaration of Trust is created under and
is to be governed by and construed and administered according to the laws of the
State of Delaware and the  applicable  provisions  of the 1940 Act and the Code.
The Trust shall be a Delaware  statutory trust pursuant to the DSTA, and without
limiting  the  provisions  hereof,  the Trust may  exercise  all powers that are
ordinarily exercised by such a statutory trust.

     Section 3. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

          (a) The provisions of this Declaration of Trust are severable,  and if
the Board of Trustees shall determine,  with the advice of counsel,  that any of
such  provisions is in conflict  with the 1940 Act, the Code,  the DSTA, or with
other applicable laws and regulations, the conflicting provision shall be deemed
not to have  constituted a part of this  Declaration of Trust from the time when
such provisions  became  inconsistent  with such laws or regulations;  PROVIDED,
HOWEVER,  that  such  determination  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 4.  STATUTORY  TRUST ONLY.  It is the  intention of the Trustees to
create hereby a statutory  trust pursuant to the DSTA, and thereby to create the
relationship  of trustee and  beneficial  owners  within the meaning of the DSTA
between,  respectively,  the  Trustees  and  each  Shareholder.  It is  not  the
intention  of the Trustees to create a general or limited  partnership,  limited
liability company, joint stock association,  corporation,  bailment, or any form
of legal relationship other than a statutory trust pursuant to the DSTA. 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.

     Section 5. USE OF THE NAMES "FRANKLIN" OR "TEMPLETON".

          (a) The Board of Trustees  expressly agrees and acknowledges  that the
names  "Franklin" and "Templeton"  are the sole property of Franklin  Resources,
Inc. ("FRI").  FRI has granted to the Trust a non-exclusive  license to use such
names as part of the  name of the  Trust  now and in the  future.  The  Board of
Trustees  further  expressly  agrees  and  acknowledges  that the  non-exclusive
license  granted  herein may be terminated by FRI if the Trust ceases to use FRI
or one of its  Affiliates  as Investment  Adviser or to use other  Affiliates or
successors of FRI for such purposes. In such event, the nonexclusive license may
be revoked  by FRI and the Trust  shall  cease  using the names  "Franklin"  and
"Templeton," or any name misleadingly implying a continuing relationship between
the Trust and FRI or any of its Affiliates, as part of its name unless otherwise
consented to by FRI or any successor to its interests in such names.

         The Board of Trustees further understands and agrees that so long as
Franklin and/or any future advisory Affiliate of Franklin shall continue to
serve as the Trust's Investment Adviser, other registered closed- or open-end
investment companies ("funds") as may be sponsored or advised by Franklin or its
Affiliates shall have the right permanently to adopt and to use the names
"Franklin" and "Templeton" in their names and in the names of any series or
class of shares of such funds.

         [The remainder of this page has been intentionally left blank.]






         IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Agreement and Declaration of Trust as of the date first written above.




/s/CHARLES B. JOHNSON                     /s/EDITH E. HOLIDAY
--------------------------------          -----------------------------------
Charles B. Johnson                        Edith E. Holiday


/s/HARRIS J. ASHTON                       /s/BETTY P. KRAHMER
--------------------------------          -----------------------------------
Harris J. Ashton                          Betty P. Krahmer


/s/NICHOLAS F. BRADY                      /s/GORDON S. MACKLIN
--------------------------------          -----------------------------------
Nicholas F. Brady                         Gordon S. Macklin


/s/FRANK J. CROTHERS                      /s/FRED R. MILLSAPS
--------------------------------          -----------------------------------
Frank J. Crothers                         Fred R. Millsaps


/s/S. JOSEPH FORTUNATO                    /s/FRANK A. OLSON
--------------------------------          -----------------------------------
S. Joseph Fortunato                       Frank A. Olson


/s/ANDREW H. HINES, JR.                   /s/CONSTANTINE D. TSERETOPOULOS
--------------------------------          -----------------------------------
Andrew H. Hines, Jr.                      Constantine D. Tseretopoulos









</TEXT>
</DOCUMENT>
