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<SEC-DOCUMENT>0000912938-05-000505.txt : 20050628
<SEC-HEADER>0000912938-05-000505.hdr.sgml : 20050628
<ACCEPTANCE-DATETIME>20050628163914
ACCESSION NUMBER:		0000912938-05-000505
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050430
FILED AS OF DATE:		20050628
DATE AS OF CHANGE:		20050628
EFFECTIVENESS DATE:		20050628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000801961
		IRS NUMBER:				046554822
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04841
		FILM NUMBER:		05921279

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
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<TEXT>
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SIGNATURE   ELLEN MOYNIHAN
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>qa771.txt
<TEXT>
                Microsoft Word 11.0.6359;SUB - ITEM 77Q1(a)(i)

The Amended and Restated By-Laws for MFS Municipal  Income Trust,  dated January
1, 2002, as revised December 16, 2004, are contained in Post-Effective Amendment
No. 45 to the  Registration  Statement for MFS Series Trust I (File Nos. 33-7638
and 811-4777), as filed with the Securities and Exchange Commission via EDGAR on
December  29,  2004,  under  Rule 485 under  the  Securities  Act of 1933.  Such
document is incorporated herein by reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>qa7711.txt
<TEXT>

                             SUB - ITEM 77Q1(a)(ii)

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                           MFS MUNICIPAL INCOME TRUST

                          Dated as of December 16, 2004



                                      -iii-


                                TABLE OF CONTENTS


                                                                        PAGE

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

         Section 1.1         Name                                         1
         Section 1.2         Definitions                                  1

ARTICLE II--Trustees                                                      4
            --------

         Section 2.1         Number of Trustees                           4
         Section 2.2         Term of Office of Trustees                   4
         Section 2.3         Resignation and Appointment of Trustees      5
         Section 2.4         Vacancies                                    6
         Section 2.5         Delegation of Power to Other Trustees        6

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

         Section 3.1         General                                      6
         Section 3.2         Investments                                  7
         Section 3.3         Legal Title                                  8
         Section 3.4         Issuance and Repurchase of Securities        9
         Section 3.5         Borrowing Money; Lending Trust Property      9
         Section 3.6         Delegation                                   9
         Section 3.7         Collection and Payment                       9
         Section 3.8         Expenses                                     9
         Section 3.9         Manner of Acting; By-Laws                    9
         Section 3.10        Miscellaneous Powers                        10

ARTICLE IV--Investment Adviser, Distributor, Custodian and

                    Transfer Agent                                       11
                    --------------

         Section 4.1         Investment Adviser                          11
         Section 4.3         Custodian                                   12
         Section 4.4         Transfer Agent                              12
         Section 4.5         Parties to Contract                         12







ARTICLE V--Limitations of Liability of Shareholders, Trustees and
           ------------------------------------------------------
                   Others                                                   13
                   ------

         Section 5.1         No Personal Liability of Shareholders          13
         Section 5.2         Limitation of Liability of Trustees and Others 13
         Section 5.3         Mandatory Indemnification                      14
         Section 5.4         No Bond Required                               16
         Section 5.5         No Duty of Investigation; Notice in Trust
                             Instruments                                    16
         Section 5.6         Good Faith Action; Reliance on Experts         17
         Section 5.7         Derivative Actions                             17

ARTICLE VI--Shares of Beneficial Interest                                   18
            -----------------------------

         Section 6.1         Beneficial Interest                            18
         Section 6.2         Rights of Shareholders                         19
         Section 6.3         Trust Only                                     19
         Section 6.4         Issuance of Shares                             20
         Section 6.5         Register of Shares                             20
         Section 6.6         Transfer of Shares                             20
         Section 6.7         Notices                                        21
         Section 6.8         Voting Powers                                  21

ARTICLE VII--Determination of Net Asset Value, Net Income and
             ------------------------------------------------
                      Distributions                                        23
                      -------------

ARTICLE VIII--Duration; Termination of Trust; Amendment;
              ------------------------------------------
                    Mergers, etc.                                          23
                    -------------

         Section 8.1         Duration                                      23
         Section 8.2         Termination of Trust                          23
         Section 8.3         Amendment Procedure                           24
         Section 8.4         Merger, Consolidation and Sale of Assets      25
         Section 8.5         Incorporation, Reorganization                 26
         Section 8.6         Conversion                                    27
         Section 8.7         Certain Transactions                          27

ARTICLE IX--Miscellaneous  29
            -------------

         Section 9.1         Filing                                         29
         Section 9.2         Governing Law                                  29
         Section 9.3         Principal Office                               29
         Section 9.4         Counterparts                                   30
         Section 9.5         Reliance by Third Parties                      30
         Section 9.6         Provisions in Conflict with Law or Regulations 30

Signature Page                                                              31







                                       -1-

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                           MFS MUNICIPAL INCOME TRUST

                          Dated as of December 16, 2004

         WHEREAS,  MFS  Municipal  Income  Trust was  established  pursuant to a
Declaration  of Trust  dated  September  18,  1986,  as amended  (the  "Original
Declaration"), for the investment and reinvestment of funds contributed thereto;

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

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

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

                                    ARTICLE I

                              NAME AND DEFINITIONS

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

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

         (a)  "Advisory  Trustee"  means any person,  which may include a former
Trustee,  appointed  by  resolution  of the  Trustees  to serve  the Board in an
advisory  capacity,  for such  period  and in  accordance  with  such  terms and
conditions as are determined by the Trustees. An Advisory Trustee shall serve at
the  pleasure of the Trustees and may be removed by the Trustees at any time and
for any  reason,  with  or  without  cause,  and may  resign  at any  time by an
instrument  in writing  signed by that  Advisory  Trustee and  delivered  to the
Trust.  Advisory  Trustees,  in their  capacity  as such,  are not  Trustees  or
officers of the Trust for any  purpose and shall have no legal,  voting or other
powers or obligations of Trustees or officers  hereunder,  and shall not perform
the functions of the Trustees or officers in any manner.

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

         (c)      "Class" and "Class of Shares" refer to the division of Shares
                   into two or more classes as provided in Section 6.1 hereof.

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

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

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

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

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

         (i)  "Majority  Shareholder  Vote" has the same  meaning  as the phrase
"vote of a majority of the outstanding voting securities" as defined in the 1940
Act,  except that such term may be used herein with respect to the Shares of the
Trust as a whole or the Shares of any particular Class or Series thereof, as the
context may require.

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

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

         (l)  "Series"  and "Series of Shares"  refer to the  division of Shares
representing  any Class  into two or more  Series as  provided  in  Section  6.1
hereof.

         (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 or, when
used in relation to any particular Class or Series of Shares  established by the
Trustees  pursuant  to Section 6.1  hereof,  transferable  units into which such
Class or Series of Shares shall be divided from time to time in accordance  with
the terms  hereof.  The term  "Shares"  includes  fractions of Shares as well as
whole Shares.

         (o) "Statement" means a certificate  signed by any officer of the Trust
setting  forth the  resolution  or  resolutions  providing for the issuance of a
Class or Classes of Shares and any Series  thereof,  as described in Section 6.1
hereof.

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

         (q)      "Trust" means the trust hereunder.
                   -----

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

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

                                   ARTICLE II

                                    TRUSTEES

         Section 2.1. Number of Trustees. Subject to the voting powers of one or
more  Classes  or Series of  Shares as set forth in the  Declaration  and in any
Statement,  the number of  Trustees  shall be such number as shall be fixed from
time to time by a majority of the Trustees,  provided,  however, that the number
of Trustees shall in no event be less than three.  No reduction in the number of
Trustees  shall have the effect of removing any Trustee from office prior to the
expiration  of his or her  term  unless  the  Trustee  is  specifically  removed
pursuant to Section 2.2 hereof at the time of the decrease.

         Section 2.2. Term of Office of Trustees. The Board of Trustees shall be
divided  into three  classes.  The  number of  Trustees  in each class  shall be
determined  by  resolution  of the Board of Trustees.  The term of office of the
first class shall expire on the date of the first annual meeting of Shareholders
or special meeting in lieu thereof following January 1, 2002. The term of office
of the second  class shall  expire on the date of the second  annual  meeting of
Shareholders or special meeting in lieu thereof. The term of office of the third
class shall expire on the date of the third annual  meeting of  Shareholders  or
special  meeting in lieu thereof.  Upon expiration of the term of office of each
class as set forth above, the number of Trustees in such class, as determined by
the Board of Trustees,  shall be elected for a term  expiring on the date of the
third  annual  meeting  of  Shareholders  or  special  meeting  in lieu  thereof
following such  expiration to succeed the Trustees whose terms of office expire.
The  Trustees  shall be elected  at an annual  meeting  of the  Shareholders  or
special  meeting in lieu thereof called for that purpose,  except as provided in
Section 2.3 hereof; provided,  however, if so provided in any Statement relating
to a Class or  Classes  of  Shares  and any  Series  thereof  designated  by the
Trustees pursuant to Section 6.1 hereof, such Class or Classes of Shares, voting
as a Class at an annual meeting of the  Shareholders  or special meeting in lieu
thereof  called for such  purpose,  may elect at least two (2)  Trustees  at all
times,  and,  provided,  further,  that under the conditions  enumerated in such
Statement,  such Class or Classes of Shares  voting as a Class shall be entitled
to elect at least a majority of the Trustees  pursuant to the  designations  and
powers,   preferences  and  rights  and  the  qualifications,   limitations  and
restrictions of such Class or Classes of Shares as determined in accordance with
the Statement relating to such Class or Classes of Shares.

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

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

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

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

         (d)  subject to the voting  powers of one or more  Classes or Series of
Shares as set forth in this  Declaration and in any Statement,  a Trustee may be
removed  at any  meeting  of  Shareholders  by a  vote  of  Shares  representing
two-thirds of the  outstanding  Shares of the Classes or Series entitled to vote
for the election of such Trustee.

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

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

         Section 2.3.  Resignation and  Appointment of Trustees.  In case of the
declination,  death, resignation,  retirement or removal of any of the Trustees,
or in case a vacancy shall,  by reason of an increase in number of Trustees,  or
for any other reason,  exist, a majority of the remaining Trustees may fill such
vacancy by appointing such other  individual as they in their  discretion  shall
see fit. Any such appointment  shall not become  effective,  however,  until the
person  appointed shall have accepted in writing such  appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made by the Trustees then in office in anticipation of a vacancy to occur
by reason of retirement,  resignation, removal or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement,  resignation, removal or
increase  in number of  Trustees.  The power of  appointment  is  subject to the
voting  power of one or more  Classes  or  Series of Shares as set forth in this
Declaration and in any Statement, and is subject to all applicable provisions of
the 1940 Act.

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

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

                                   ARTICLE III

                               POWERS OF TRUSTEES

         Section 3.1. General. Subject to the provisions of the Declaration, the
Trustees shall have  exclusive and absolute  control over the Trust Property and
over the  business of the Trust to the same extent as if the  Trustees  were the
sole owners of the Trust Property and business in their own right, but with such
powers of delegation as may be permitted by the Declaration.  The Trustees shall
have power to conduct the business of the Trust and carry on its  operations  in
any and all of its  branches  and  maintain  offices both within and without The
Commonwealth  of  Massachusetts,  in any and all states of the United  States of
America,  in  the  District  of  Columbia,  and in any  and  all  commonwealths,
territories,  dependencies, colonies, possessions, agencies or instrumentalities
of the United States of America and of foreign  governments,  and to do all such
other things and execute all such  instruments  as the Trustees deem  necessary,
proper or desirable in order to promote the interests of the Trust although such
things are not herein specifically mentioned. Any determination as to what is in
the  interests  of the  Trust  made by the  Trustees  in  good  faith  shall  be
conclusive.  In construing the provisions of the  Declaration,  the  presumption
shall be in favor of a grant of power to the Trustees.

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

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

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

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

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

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

         (C)      any international instrumentality,

         (D)      any bank or savings institution, or by

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (d) purchase, and pay for out of Trust Property, such insurance as they
may deem necessary or appropriate  for the conduct of the business of the Trust,
including,  without  limitation,  insurance  policies insuring the assets of the
Trust and payment of distributions  and principal on its portfolio  investments,
and insurance  policies  insuring  Shareholders,  any  administrator,  Trustees,
Advisory Trustees,  officers,  employees,  agents, any Investment  Adviser,  any
Distributor,  selected  dealers or independent  contractors of the Trust against
all claims  arising by reason of holding  any such  position or by reason of any
action  taken or omitted  by any such  Person in such  capacity,  whether or not
constituting  negligence,  or whether  or not the Trust  would have the power to
indemnify such Person against such liability;

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

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

         (g)      guarantee indebtedness or contractual obligations of others;

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

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

                                   ARTICLE IV

          INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT

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

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

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

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

         Section  4.5.  Parties  to  Contract.  Any  contract  of the  character
described in any Section of this Article IV may be entered into with any Person,
although one or more of the Trustees or officers of the Trust may be an officer,
partner, director,  trustee,  shareholder,  or member of such other party to the
contract,  and no such contract  shall be  invalidated  or rendered  voidable by
reason of the existence of any such  relationship;  nor shall any Person holding
such  relationship be liable merely by reason of such  relationship for any loss
or expense to the Trust under or by reason of any such  contract or  accountable
for any profit  realized  directly or  indirectly  therefrom,  provided that the
contract  when entered into was not  inconsistent  with the  provisions  of this
Article IV or the  By-Laws.  The same Person may be the other party to contracts
entered  into  pursuant  to  Sections  4.1,  4.2,  4.3  and 4.4  above,  and any
individual may be financially  interested or otherwise  affiliated  with Persons
who are parties to any or all of the contracts mentioned in this Section 4.5.

                                    ARTICLE V

                    LIMITATIONS OF LIABILITY OF SHAREHOLDERS,

                               TRUSTEES AND OTHERS

         Section 5.1. No Personal  Liability of Shareholders.  No Shareholder or
former Shareholder shall be subject to any personal liability  whatsoever to any
Person in connection with Trust Property or the acts,  obligations or affairs of
the Trust  solely by reason  of being or having  been a  Shareholder.  The Trust
shall indemnify and hold each Shareholder and former  Shareholder  harmless from
and  against all claims and  liabilities  to which such  Shareholder  may become
subject solely by reason of his or her being or having been a Shareholder (other
than  taxes  payable  by virtue  of owning  Shares),  and shall  reimburse  such
Shareholder  for all legal  and other  expenses  reasonably  incurred  by him in
connection  with  any  such  claim  or  liability.  The  rights  accruing  to  a
Shareholder or former  Shareholder  under this Section 5.1 shall not exclude any
other  right to which  such  Shareholder  may be  lawfully  entitled,  nor shall
anything  herein  contained  restrict  the  right of the Trust to  indemnify  or
reimburse a Shareholder or former Shareholder in any appropriate  situation even
though not  specifically  provided  herein.  The Trust shall,  upon request by a
Shareholder or former Shareholder,  assume the defense of any claim made against
such Shareholder for any act or obligation of the Trust and satisfy any judgment
thereon from the assets of the Trust.

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

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

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

         (i) every  person  who is or has been a  Trustee,  Advisory  Trustee or
officer of the Trust  (hereinafter  referred to as a "Covered  Person") shall be
indemnified  by the  Trust  against  all  liability  and  against  all  expenses
reasonably incurred or paid by him or her in connection with any claim,  action,
suit or  proceeding  in which that  individual  becomes  involved  as a party or
otherwise  by virtue of being or having  been a  Trustee,  Advisory  Trustee  or
officer  and  against  amounts  paid  or  incurred  by  that  individual  in the
settlement thereof;

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

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

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

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

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

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

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

         (c) The  rights  of  indemnification  herein  provided  may be  insured
against by  policies  maintained  by the Trust,  shall be  severable,  shall not
affect any other  rights to which any  Covered  Person may now or  hereafter  be
entitled,  shall  continue as to a person who has ceased to be a Covered  Person
and shall inure to the benefit of the heirs,  executors  and  administrators  of
such person.  Nothing  contained herein shall limit the Trust from entering into
other insurance  arrangements or affect any rights to  indemnification  to which
Trust  personnel,  including  Covered  Persons,  may be  entitled by contract or
otherwise under law.

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

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

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

         As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is
not an "Interested  Person" of the Trust (including anyone who has been exempted
from  being an  "Interested  Person"  by any  rule,  regulation  or order of the
Commission),  and  (ii)  against  whom  none of such  actions,  suits  or  other
proceedings or another action,  suit or other  proceeding on the same or similar
grounds is then or had been pending.

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

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

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

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

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

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

                                   ARTICLE VI

                          SHARES OF BENEFICIAL INTEREST

         Section 6.1. Beneficial Interest. The Trustees may, without Shareholder
approval,  authorize  one or more  Classes of Shares  with or without  par value
(which  Classes  may be divided  into two or more  Series),  Shares of each such
Class or Series having such preferences,  voting powers, terms of redemption, if
any, and special or relative rights or privileges  (including conversion rights,
if any) as the Trustees may determine.

As of the date of the Declaration,  the Shares shall be divided into two Classes
of  Shares,  a Class of an  unlimited  number  of common  shares  of  beneficial
interest,  without par value (the  "Common  Shares") and a Class of an unlimited
number of  preferred  shares of  beneficial  interest,  without  par value  (the
"Preferred Shares").

The designations  and powers,  preferences and rights,  and the  qualifications,
limitations  and  restrictions  of the Common  Shares are as follows  and as set
forth elsewhere in this Declaration.

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

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

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

         (d) The Trustees may hold as treasury shares (of the same or some other
Series), reissue for such consideration and on such terms as they may determine,
or cancel  any  Common  Shares of any  Series  reacquired  by the Trust at their
discretion  from time to time.  Shares shall not entitle the  Shareholder to any
title in or to the whole or any part of the Trust.  The designations and powers,
preferences and rights, and the qualifications,  limitations and restrictions of
the  Preferred  Shares  shall be as set forth in the  Statement  relating to the
Preferred Shares.

All Shares issued  hereunder  including,  without  limitation,  Shares issued in
connection  with a dividend in Shares or a split of Shares,  shall be fully paid
and non-assessable.

         Section  6.2.  Rights  of  Shareholders.  The  ownership  of the  Trust
Property of every description and the right to conduct any business hereinbefore
described are vested  exclusively in the Trustees,  and the  Shareholders  shall
have no interest therein other than the beneficial  interest  conferred by their
Shares,  and they shall have no right to call for any  partition  or division of
any property,  profits,  rights or interests of the Trust nor can they be called
upon to assume  any losses of the Trust or suffer an  assessment  of any kind by
virtue of their  ownership  of Shares.  The Shares  shall be  personal  property
giving only the rights  specifically  set forth in the  Declaration.  The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights,  except as the Trustees may determine with respect to any Class
or Series of Shares.  By becoming a Shareholder each  Shareholder  shall be held
expressly to have  assented to and agreed to be bound by the  provisions  of the
Declaration.

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

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

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

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

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

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

         Section 6.8. Voting Powers.  Subject to the voting power of one or more
Classes  or  Series  of  Shares  as  set  forth  in the  Declaration  and in any
Statement,  Shareholders  shall have power to vote only (i) for the  election of
Trustees  when that issue is submitted to  Shareholders,  and for the removal of
Trustees as provided in Section 2.2 hereof,  (ii) with respect to any investment
advisory or management  contract on which a shareholder  vote is required by the
1940 Act,  (iii) with  respect to  termination  of the Trust or any Class to the
extent and as provided in Section 8.2 hereof, (iv) with respect to any amendment
of the Declaration to the extent and as provided in Section 8.3 hereof, (v) with
respect  to any  merger,  consolidation,  or sale of assets to the extent and as
provided in Sections 8.4 and 8.7 hereof,  (vi) with respect to any conversion of
the Trust to an "open-end  company" to the extent and as provided in Section 8.6
hereof, (vii) to the same extent as the stockholders of a Massachusetts business
corporation  as to whether or not a court action,  proceeding or claim should or
should not be brought or maintained  derivatively or as a class action on behalf
of the Trust or the  Shareholders,  and (viii) with  respect to such  additional
matters  relating  to the  Trust  as may be  required  by the  Declaration,  the
By-Laws,  any Statement or any registration of the Trust with the Commission (or
any successor agency) or any other regulator having jurisdiction over the Trust,
or as the Trustees may consider necessary or desirable.

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

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

         Notwithstanding any provision hereof to the contrary but subject to any
Statement relating to Preferred Shares, on any matter submitted to a vote of the
Shareholders  of the Trust,  all Shares of the Trust then entitled to vote shall
be voted in the  aggregate as a single  Class,  except that (i) when required by
the 1940 Act to be voted by  individual  Class or  Series,  Shares  shall not be
voted in the aggregate, and (ii) when the Trustees have determined that a matter
affects only the interests of  Shareholders  of particular  Classes or Series of
Shares,  only  Shareholders  of such Class or Series of Shares,  as  applicable,
shall be entitled to vote thereon.

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

                                   ARTICLE VII

                        DETERMINATION OF NET ASSET VALUE,

                          NET INCOME AND DISTRIBUTIONS

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

                                  ARTICLE VIII

                         DURATION; TERMINATION OF TRUST;

                            AMENDMENT; MERGERS, ETC.

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

         Section 8.2.  Termination of Trust. (a) Subject to the voting powers of
one or more Classes or Series of Shares as set forth in this  Declaration and in
any  Statement,  the Trust may be terminated at any time (i) by the  affirmative
vote of the holders of not less than  two-thirds of the Shares  outstanding  and
entitled  to vote at any  meeting of  Shareholders,  or (ii) by the  Trustees by
written notice to the Shareholders.  Any Class of the Trust may be terminated at
any time (i) by the affirmative  vote of the holders of not less than two-thirds
of the Shares of that Class  outstanding  and entitled to vote at any meeting of
Shareholders,  or (ii) by the Trustees by written notice to the  Shareholders of
that Class. Upon the termination of the Trust:

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

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

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

         The   foregoing   provisions   shall  also  apply,   with   appropriate
modifications as determined by the Trustees, to the termination of any Class.

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

         Section 8.3. Amendment Procedure.  (a) Except as specifically  provided
herein,  the Trustees  may,  without any  Shareholder  vote,  amend or otherwise
supplement  the  Declaration  by making an  amendment,  a  Declaration  of Trust
supplemental hereto or an amended and restated Declaration. Without limiting the
foregoing  power  reserved  to the  Trustees,  the  Trustees  may,  without  any
Shareholder  vote, amend the Declaration to designate or redesignate  Classes or
Series,  to change  the name or  principal  office of the  Trust,  to supply any
omission,   to  cure,   correct  or  supplement  any  ambiguous,   defective  or
inconsistent  provision  hereof,  or if they deem it necessary or advisable,  to
conform the Declaration to the  requirements  of applicable  law,  including the
1940 Act and the  Internal  Revenue Code of 1986,  as amended,  but the Trustees
shall not be liable for failing to do so.  Shareholders  shall have the right to
vote on (i) any  amendment  that would  affect  their  right to vote  granted in
Section 6.8; (ii) any amendment to Section 8.3(a) or (b); (iii) any amendment as
may  be  required  by  law,  by the  Trust's  registration  statement  or by any
Statement to be approved by  Shareholders;  and (iv) any amendment  submitted to
them by the  Trustees.  Except to the extent a higher  vote is  required  by any
Statement or as otherwise  provided in Section  8.3(c),  any  amendment on which
Shareholders have the right to vote shall require a Majority Shareholder Vote of
the Shareholders of the Trust, or the written consent, without a meeting, of the
holders of Shares  representing  not less than a majority of the voting power of
the Shares of the Trust.

         Notwithstanding the foregoing, if the Trustees shall determine that any
amendment  required or permitted to be  submitted to  Shareholders  would affect
only the interest of  Shareholders  of particular  Classes of Shares,  then only
Shareholders  of such Classes shall be entitled to vote thereon,  and no vote of
Shareholders of any other Classes shall be required.

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

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

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

         (e)  Notwithstanding  any other  provision  hereof,  until such time as
Shares of a particular  Class are first issued the Declaration may be terminated
or amended in any respect as to that Class,  and as to any Class in which Shares
are not outstanding, by the affirmative vote of a majority of the Trustees or by
an instrument signed by a majority of the Trustees.

         Section  8.4.  Merger,  Consolidation  and Sale of  Assets.  Subject to
applicable law and except as otherwise provided in Section 8.5 hereof, the Trust
or any Class  thereof  may  merge or  consolidate  with any  other  corporation,
association,  trust or other  organization or may sell, lease or exchange all or
substantially  all of the Trust  Property  (or all or  substantially  all of the
Trust Property  allocated to a particular Class of the Trust) including its good
will,  upon such terms and  conditions  and for such  consideration  when and as
authorized  (a) at any  meeting of  Shareholders  called for the  purpose by the
affirmative  vote of the  holders  of not less  than  two-thirds  of the  Shares
outstanding  and entitled to vote of all Classes of the Trust voting as a single
class if the entire Trust is merging,  consolidating or disposing of assets,  or
by the affirmative vote of the holders of not less than two-thirds of the Shares
of a Class if only that Class is merging  consolidating  or disposing of assets,
or (b) by the  written  consent,  without a meeting,  of the holders of not less
than  two-thirds  of such  Shares or of the  Shares of the  particular  Class as
described above, provided,  however, that if such merger,  consolidation,  sale,
lease or exchange is recommended by the Trustees, the vote or written consent of
the holders of a majority  of Shares of the Trust  outstanding  and  entitled to
vote or of the  Shares of the  particular  Class as  described  above,  shall be
sufficient  authorization.  Any such  merger,  consolidation,  lease or exchange
shall be deemed for all purposes to have been accomplished under and pursuant to
the statutes of The  Commonwealth of  Massachusetts.  Such  transactions  may be
effected  through  share-for-share  exchanges,  transfers  or sales  of  assets,
in-kind redemptions and purchases, exchange offers, or any other method approved
by the  Trustees.  Nothing  contained  herein  shall be  construed  as requiring
approval of Shareholders for any  recapitalization  or  reclassification  of any
Class,  for any sale of assets in the  ordinary  course of the  business  of the
Trust,  or  for  any  transaction,   whether  deemed  a  merger,  consolidation,
reorganization  or exchange  of shares or  otherwise,  whereby the Trust  issues
shares of one or more  Classes  in  connection  with the  acquisition  of assets
(including those subject to liabilities)  from any other  investment  company or
similar entity.

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1.  Filing.  The  Declaration  and any  subsequent  amendment
hereto and any  Statement  shall be filed in the office of the  Secretary of The
Commonwealth  of  Massachusetts  and in such  other  place or  places  as may be
required under the laws of The  Commonwealth  of  Massachusetts  and may also be
filed or  recorded  in such  other  places  as the  Trustees  deem  appropriate,
provided that the failure to so file shall not invalidate this instrument or any
properly  authorized   amendment  hereto.  Each  amendment  so  filed  shall  be
accompanied by a certificate  signed and  acknowledged  by an officer or Trustee
stating that such action was duly taken in a manner provided herein,  and unless
such  amendment  or  such  certificate  sets  forth  some  other  time  for  the
effectiveness  of such  amendment,  such  amendment  shall be effective upon its
filing. A restated Declaration,  integrating into a single instrument all of the
provisions of the  Declaration  which are then in effect and  operative,  may be
executed from time to time by a majority of the Trustees and shall,  upon filing
with the Secretary of The Commonwealth of Massachusetts,  be conclusive evidence
of all amendments contained therein and may thereafter be referred to in lieu of
the original Declaration and the various amendments thereto.

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

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

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

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

         Section 9.6.  Provisions in Conflict with Law or Regulations.
         ------------------------------------------------------------

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

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



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




LAWRENCE H. COHN

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

DAVID H. GUNNING

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


WILLIAM R. GUTOW

William R. Gutow
As Trustee and Not Individually
3 Rue Dulac

Dallas TX  75230


MICHAEL HEGARTY

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

J. ATWOOD IVES

J. Atwood Ives
As Trustee and Not Individually
17 West Cedar Street

Boston MA  02108









AMY B. LANE

Amy B. Lane
As Trustee and Not Individually
9716 S.E. Sandpine Lane

Hobe Sound FL  33455


LAWRENCE T. PERERA

Lawrence T. Perera
As Trustee and Not Individually
18 Marlborough Street

Boston MA  02116


WILLIAM J. POORVU

William J. Poorvu
As Trustee and Not Individually
975 Memorial Drive  Apt. 710

Cambridge MA  02138


J. DALE SHERRATT

J. Dale Sherratt
As Trustee and Not Individually
86 Farm Road

Sherborn MA  01770


ELAINE R. SMITH

Elaine R. Smith
As Trustee and Not Individually
75 Scotch Pine Road

Weston MA  02493









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