<DOCUMENT>
<TYPE>EX-99.(A)
<SEQUENCE>3
<FILENAME>b48195isexv99wxay.txt
<DESCRIPTION>AMENDED AND RESTATED DECLARATION OF TRUST
<TEXT>
<PAGE>

                                                                   EXHIBIT 99(a)

                      JOHN HANCOCK INCOME SECURITIES TRUST

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                              DATED OCTOBER 5, 1984
                             AS AMENDED AND RESTATED
                               ON AUGUST 26, 2003

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
ARTICLE I             NAME AND DEFINITIONS.......................................................................    2

   Section 1.1        Name and Principal Place of Business.......................................................    2
   Section 1.2        Definitions................................................................................    2

ARTICLE II            TRUSTEES...................................................................................    5

   Section 2.1        Powers.....................................................................................    5
   Section 2.2        Legal Title................................................................................   11
   Section 2.3        Number of Trustees; Term of Office.........................................................   12
   Section 2.4        Qualification of Trustees..................................................................   12
   Section 2.5        Election of Trustees.......................................................................   12
   Section 2.6        Resignation and Removal....................................................................   12
   Section 2.7        Vacancies..................................................................................   13
   Section 2.8        Committees; Delegation.....................................................................   14
   Section 2.9        Action Without a Meeting; Participation by Conference Telephone............................   15
   Section 2.10       By-Laws....................................................................................   15
   Section 2.11       No Bond Required...........................................................................   15
   Section 2.12       Reliance on Experts, Etc...................................................................   15
   Section 2.13       Effect of Issuance of Preferred Shares on Provisions Relating to the Board of Trustees.....   16

ARTICLE III           CONTRACTS..................................................................................   17

   Section 3.1        Underwriting Contract......................................................................   17
   Section 3.2        Advisory or Management Contract............................................................   17
   Section 3.3        Affiliations of Trustees or Officers, Etc..................................................   17

ARTICLE IV            LIMITATION OF LIABILITY; INDEMNIFICATION...................................................   19

   Section 4.1        No Personal Liability of Shareholders, Trustees, Etc.......................................   19
   Section 4.2        Execution of Documents; Notice; Apparent Authority.........................................   19
   Section 4.3        Indemnification of Trustees, Officers, Etc.................................................   20
   Section 4.4        Indemnification of Shareholders............................................................   22

ARTICLE V             SHARES OF BENEFICIAL INTEREST..............................................................   23

   Section 5.1        Beneficial Interest........................................................................   23
   Section 5.2        Rights of Shareholders.....................................................................   23
   Section 5.3        Trust Only.................................................................................   24
   Section 5.4        Issuance of  Shares........................................................................   24
   Section 5.5        Register of Shares.........................................................................   25
   Section 5.6        Common Share Certificates..................................................................   25
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                                <C>
   Section 5.7        Transfer of Shares.........................................................................   27
   Section 5.8        Voting Powers..............................................................................   27
   Section 5.9        Meetings of Shareholders...................................................................   29
   Section 5.10       Action Without a Meeting...................................................................   30
   Section 5.11       Class Designation..........................................................................   30

ARTICLE VI            DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS............................................   32

   Section 6.1        By Whom Determined.........................................................................   32
   Section 6.2        When Determined............................................................................   32
   Section 6.3        Computation of Per Common Share Net Asset Value............................................   32
   Section 6.4        Interim Determinations.....................................................................   34
   Section 6.5        Outstanding Common Shares..................................................................   35
   Section 6.6        Distributions to Shareholders..............................................................   35
   Section 6.7        Power to Modify Foregoing Procedures.......................................................   36

ARTICLE VII           CUSTODIAN..................................................................................   38

   Section 7.1        Appointment and Duties.....................................................................   38
   Section 7.2        Action Upon Termination of Custodian Agreement.............................................   39
   Section 7.3        Central Certificate System, Etc............................................................   39
   Section 7.4        Acceptance of Receipts in Lieu of Certificates.............................................   39

ARTICLE VIII          DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC....................................   41

   Section 8.1        Duration and Termination...................................................................   41
   Section 8.2        Amendment Procedure........................................................................   42
   Section 8.3        Merger, Consolidation and Sale of Assets...................................................   43
   Section 8.4        Incorporation..............................................................................   43

ARTICLE IX            REPORTS TO SHAREHOLDERS....................................................................   45

ARTICLE X             MISCELLANEOUS..............................................................................   46

   Section 10.1       Filing.....................................................................................   46
   Section 10.2       Governing Law..............................................................................   46
   Section 10.3       Counterparts...............................................................................   46
   Section 10.4       Reliance by Third Parties..................................................................   46
   Section 10.5       Provisions in Conflict with Law or Regulations.............................................   47
   Section 10.6       Section Headings; Interpretation...........................................................   47
</TABLE>

                                      -ii-

<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                      JOHN HANCOCK INCOME SECURITIES TRUST

         DECLARATION OF TRUST, made on October 5, 1984, as amended and restated
on August 26, 2003

         WHEREAS, the Trustees established a Trust which acquired all of the
assets and liabilities, and assumed and carried on the business of John Hancock
Income Securities Corporation, a Maryland corporation and a closed-end
investment company registered under the 1940 Act;

         WHEREAS, the Trustees desire that the beneficial interest in the Trust
assets be divided into transferable shares of beneficial interest of one or more
Classes, as hereinafter provided; and

         WHEREAS, the Trustees and shareholders, at meetings held on August 26,
2003 and August 21, 2003, respectively, approved the amendment and restatement
of the Declaration;

         NOW, THEREFORE, the Trustees hereby declare that all money and property
contributed to the Trust established hereunder and all proceeds thereof shall be
held and managed in trust for the pro rata benefit of the holders, from time to
time, of the Shares of beneficial interest issued hereunder and subject to the
provisions hereof.

<PAGE>

                                   ARTICLE I

                              NAME AND DEFINITIONS

         Section 1.1. Name and Principal Place of Business. The name of the
Trust created hereby is the "John Hancock Income Securities Trust", and as far
as may be practicable, the Trustees shall conduct the business and activities of
the Trust created hereby and execute all documents and take all actions under
that name or any other name they may from time to time determine, which name
(and the word "Trust" whenever used in this Declaration, except where the
context requires otherwise) shall refer to the Trustees in their capacity as
Trustees, and not individually or personally, and shall not refer to the
officers, agents, employees or shareholders of the Trust created hereby or of
such Trustees. The Trust's principal place of business is 101 Huntington Avenue,
Boston, Massachusetts 02199.

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

         "Affiliated Person" shall have the meaning set forth in Section 2(a)(3)
of the 1940 Act.

         "By-Laws" shall meant he By-Laws, if any, adopted pursuant to Section
2.10 hereof, as from time to time amended.

         "Class" or "Class of Shares" means any division of Shares into two or
more Classes in accordance with the provisions of Article V.

         "Commission" shall mean the Securities and Exchange Commission.

         "Common Shares" shall mean the Trust's common shares of beneficial
interest or any class thereof established in accordance with this Declaration.

         "Custodian" shall mean any Person other than the Trustees who has
custody of any Trust Property as required by Section 17(f) of the 1940 Act.

                                     - 2 -
<PAGE>

         "Declaration" shall mean this Declaration of Trust, as amended from
time to time.

         "Distributor" shall have the meaning set forth in Section 3.1 hereof.

         "Interested Person" shall have the meaning set forth in Section
2(a)(19) of the 1940 Act.

         "Investment Adviser" shall have the meaning set forth in Section 3.2
hereof.

         "Majority Shareholder Vote" shall mean the vote of a majority of the
outstanding voting securities, as defined in Section 2(a)(42) of the 1940 Act.

         "1940 Act" shall mean the Investment Company Act of 1940, as amended
from time to time.

         "Person" shall mean an individual, a company, a corporation,
partnership, trust, or association, a joint venture, an organization, a
business, a firm or other entity, whether or not a legal entity, or a country,
state, municipality or other political subdivision or any governmental agency or
instrumentality.

         "Preferred Shares" mean the Trust's preferred shares or any Class
thereof. The provisions of this Declaration relating to the Preferred Shares
shall have no force and effect unless and until one or more Classes of Preferred
Shares are first duly authorized, issued and outstanding.

         "Principal Underwriter" shall have the meaning set forth in Section
2(a)(29) of the 1940 Act.

         "Shareholder" means a record owner of Outstanding Shares.

         "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest in the Trust shall be divided from time to
time, including any Class which may be established by the Trustees, and includes
fractions of Shares as well as whole Shares. "Outstanding Shares" means those
Shares shown from time to time on the books of the Trust or

                                     - 3 -
<PAGE>

its Transfer Agent as then issued and outstanding, but shall not include Shares
which have been redeemed or repurchased by the Trust and which are at the time
held in the treasury of the Trust.

         "Transfer Agent" shall mean any Person other than the Trustees who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.

         "Trust" shall mean the Massachusetts business trust (the "John Hancock
Income Securities Trust") established by this Declaration, as from time to time
amended.

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

         "Trustees" shall mean the individuals who have signed this Declaration,
so long as they shall continue in office in accordance with the terms hereof,
and all other individuals who may from time to time be duly elected or
appointed, qualified and serving as Trustees in accordance with the provisions
of Article II hereof, and reference herein to a Trustee or the Trustees shall
refer to such person or persons in his or her capacity or their capacities as
trustees hereunder.

                                     - 4 -
<PAGE>

                                   ARTICLE II

                                    TRUSTEES

         Section 2.1. Powers. The Trustees, subject only to the specific
limitations contained in this Declaration, shall have exclusive and absolute
power, control and authority 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, including such power, control
and authority to do all such acts and things as in their sole judgment and
discretion are necessary, incidental, convenient or desirable for the carrying
out of or conducting of the business of the Trust or in order to promote the
interests of the Trust, but with such powers of delegation as may be permitted
by this Declaration. The enumeration of any specific power, control or authority
herein shall not be construed as limiting the aforesaid power, control and
authority or any other specific power, control or authority. The Trustees shall
have power to conduct and carry on the business of the Trust, or any part
thereof, to have one or more offices and to exercise any or all of its trust
powers and rights, in the Commonwealth of Massachusetts, in any other states,
territories, districts, colonies and dependencies of the United States and in
any foreign countries. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to the Trustees. Such powers
of the Trustees may be exercised without order of or resort to any court.

         Without limiting the foregoing, the Trustees shall have the power:

                  (a)      To operate as and to carry on the business of an
         investment company, and to exercise all the powers necessary and
         appropriate to the conduct of such operations.

                  (b)      To subscribe for and to invest and reinvest funds in,
         and hold for investment, the securities (including but not limited to
         bonds, debentures, time notes,

                                     - 5 -

<PAGE>

         certificates of deposit, commercial paper, bankers' acceptances and all
         other evidences of indebtedness and shares, stock, subscription rights,
         profit-sharing interests or participations and all other contracts for
         or evidences of equity interests) of any Person and to hold cash
         uninvested.

                  (c)      To acquire (by purchase, subscription or otherwise),
         to trade in and deal in, to sell or otherwise dispose of, to enter into
         repurchase agreements and firm commitment agreements with respect to,
         and to lend and to pledge any such securities.

                  (d)      To acquire (by purchase, subscription or otherwise),
         to trade in and deal in, to sell or otherwise dispose of, options or
         futures on any such securities or on any index composed of such
         securities.

                  (e)      To exercise all rights, powers and privileges of
         ownership or interest in all securities included in the Trust Property,
         including the right to vote, give assent, execute and deliver proxies
         or powers of attorney to such person or persons as the Trustees shall
         deem proper and otherwise act with respect thereto and to do all acts
         for the preservation, protection, improvement and enhancement in value
         of all such securities and to delegate, assign, waive or otherwise
         dispose of any of such rights, powers or privileges.

                  (f)      To exercise powers and rights of subscription or
         otherwise which in any manner arise out of the Trust's ownership of
         securities.

                  (g)      To declare (from interest, dividends or other income
         received or accrued, from accruals of original issue or other discounts
         on obligations held, from capital or other profits whether realized or
         unrealized and from any other lawful sources) dividends and
         distributions on the Shares of any Class and to credit the same to the
         account of Shareholders of such Class, or at the election of the
         Trustees to accrue income to the

                                     - 6 -
<PAGE>

         account of Shareholders of such Class, on such dates (which may be as
         frequently as every day) as the Trustees may determine. Subject to the
         rights of a specific Class of Shares, such dividends, distributions or
         accruals shall be payable in cash, property or Shares at such intervals
         as the Trustees may determine at any time in advance of such payment,
         whether or not the amount of such dividend, distribution or accrual can
         at the time of declaration or accrual be determined or must be
         calculated subsequent to declaration or accrual and prior to payment by
         reference to amounts or other factors not yet determined at the time of
         declaration or accrual (including but not limited to the amount of a
         dividend or distribution to be determined by reference to what is
         sufficient to enable the Trust to qualify as a regulated investment
         company under the United States Internal Revenue Code or to avoid
         liability for Federal income tax).

                  The power granted by this Subsection (g) shall include,
         without limitation, and if otherwise lawful, the power (A) to declare
         dividends or distributions or to accrue income to the account of
         Shareholders of any Class by means of a formula or other similar method
         of determination whether or not the amount of such dividend or
         distribution can be calculated at the time of such declaration; (B) to
         establish record or payment dates for dividends or distributions on any
         basis, including the power to establish a number of record or payment
         dates subsequent to the declaration of any dividend or distribution;
         (C) to establish the same payment date for any number of dividends or
         distributions declared prior to such date; and (D) to provide in
         advance for conditions under which any dividend or distribution may be
         payable in Shares to all or less than all of the Shareholders of a
         specific Class.

                                     - 7 -
<PAGE>

                  (h)      To acquire (by purchase, lease or otherwise) and to
         hold, use, maintain, develop and dispose of (by sale, lease or
         otherwise) any property, real or personal, and any interest therein.

                  (i)      To borrow money, and in this connection to issue
         notes or other evidences of indebtedness; to secure borrowings by
         mortgaging, pledging or otherwise subjecting to security interests the
         Trust Property; and to lend Trust Property.

                  (j)      To aid by further investment any Person, if any
         obligation of or interest in such Person is included in the Trust
         Property or if the Trustees have any direct or indirect interest in the
         affairs of such Person; to do anything designed to preserve, protect,
         improve or enhance the value of such obligation or interest; and to
         endorse or guarantee or become surety on any or all of the contracts,
         stocks, bonds, notes, debentures and other obligations of any such
         Person; and to mortgage the Trust Property or any part thereof to
         secure any of or all such obligations.

                  (k)      To promote or aid the incorporation of any
         organization or enterprise under the law of any country, state,
         municipality or other political subdivision, and to cause the same to
         be dissolved, wound up, liquidated, merged or consolidated.

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

                  (m)      To purchase and pay for entirely out of Trust
         Property insurance policies insuring the Shareholders, Trustees,
         officers, employees and agents of the Trust, the Investment Adviser,
         the Distributor and dealers or independent contractors of the Trust
         against all-claims and liabilities of every nature arising by reason of
         holding or having held any such position or by reason of any action
         taken or omitted by any such Person in

                                     - 8 -
<PAGE>

         such capacity, whether or not constituting negligence and whether or
         not the Trust would have the power to indemnify such Person against
         such liability.

                  (n)      To establish and carry out pension, profit-sharing,
         share purchase, share bonus, savings, thrift and other retirement,
         incentive and benefit plans for any Trustees, officers, employees or
         agents of the Trust.

                  (o)      To the extent permitted by law and determined by the
         Trustees, to indemnify any Person with whom the Trust has dealings,
         including, without limitation, the Shareholders, the Trustees, the
         officers, employees and agents of the Trust, the Investment Adviser,
         the Distributor, the Transfer Agent, the Custodian and dealers.

                  (p)      To incur and pay any charges, taxes and expenses
         which in the opinion of the Trustees are necessary or incidental to or
         proper for carrying out any of the purposes of this Declaration, and to
         pay from the funds of the Trust Property to themselves as Trustees
         reasonable compensation and reimbursement for expenses.

                  (q)      To prosecute or abandon and to compromise, arbitrate
         or otherwise adjust claims in favor of or against the Trust or any
         matter in controversy, including but not limited to claims for taxes.

                  (r)      To foreclose any security interest securing any
         obligations owed to the Trust.

                  (s)      To exercise the right to consent, and to enter into
         releases, agreements and other instruments, including, but not limited
         to, the right to consent or participate in any plan for the
         reorganization, consolidation or merger of any corporation or issuer
         any security of which is or was held by the Trust; to consent to any
         contract, lease, mortgage,

                                     - 9 -
<PAGE>

         purchase or sale of such property by said corporation or issuer, and to
         pay calls or subscriptions with respect to securities held by the
         Trust.

                  (t)      To employ or contract with such Persons as the
         Trustees may deem desirable for the transaction of the business of the
         Trust.

                  (u)      To determine and change the fiscal year of the Trust
         and the method in which its accounts shall be kept.

                  (v)      To adopt a seal for the Trust, but the absence of
         such seal shall not impair the validity of any instrument executed on
         behalf of the Trust.

                  (w)      To establish multiple Classes of Shares (as
         authorized herein at Section 5.11), and to the extent necessary or
         appropriate to give effect to preferences, special or relative rights
         and privileges of any Class of Shares, to allocate assets, liabilities,
         income and expenses of the Shares or to apportion the same among two or
         more Classes.

                  (x)      To take such actions as are authorized or required to
         be taken by the Trustees pursuant to other provisions of this
         Declaration.

                  (y)      In general to carry on any other business in
         connection with or incidental to any of the objects and purposes of the
         Trust, to do everything necessary, suitable or proper for the
         accomplishment of any purpose or the attainment of any object or the
         furtherance of any power herein set forth, either alone or in
         association with others, and to take any action incidental or
         appurtenant to or growing out of or connected with the business,
         purposes, objects or powers of the Trustees.

         The foregoing clauses shall be construed both as objects and as powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.

                                     - 10 -
<PAGE>

         The Trustees shall not be limited by any law now or hereafter in effect
limiting the investments which may be made or retained by fiduciaries, but they
shall have full power and authority to make any and all investments within the
limitation of this Declaration that they, in their sole and absolute discretion,
shall determine, and without liability for loss even though such investments do
not or may not produce income or are of a character or in an amount not
considered proper for the investment of trust funds.

         Section 2.2. Legal Title. Legal title to all the Trust Property shall
as far as may be practicable be vested in the name of the Trust, which name
shall refer to the Trustees in their capacity as Trustees, and not individually
or personally, and shall not refer to the officers, agents, employees or
Shareholders of the Trust or of the Trustees, provided 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 with suitable reference to their trustee
status, or in the name of the Trust, or in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in the name of a
Custodian or sub-Custodian or a nominee or nominees or otherwise. 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
termination of the term of office of a Trustee, whether upon such Trustee's
resignation or removal, or upon the due election and qualification of his
successor or upon the occurrence of any of the events specified in the first
sentence of Section 2.7 hereof or otherwise, 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.

                                     - 11 -
<PAGE>

         Section 2.3. Number of Trustees; Term of Office. The number of Trustees
shall be ten, which number may be increased and thereafter decreased from time
to time by a written instrument signed by a majority of the Trustees, provided
that the number of Trustees shall not be fewer than two nor more than 15. Each
Trustee elected (whenever such election occurs) shall hold office until his
successor is elected and qualified or until the earlier occurrence of any of the
events specified in the first sentence of Section 2.7 hereof.

         Section 2.4. Qualification of Trustees. Of the total number of
Trustees, at least 40% shall be persons who are not Interested Persons of the
Trust or of the Distributor.

         Section 2.5. Election of Trustees. Except as otherwise provided in
Section 2.7 and 2.13 hereof, the Trustees shall be elected annually at the
annual Shareholders' meeting. Trustees may succeed themselves in office.
Trustees may be elected at a Shareholders' meeting. Trustees shall be elected by
a plurality of the votes validly cast. The election of any Trustee (other than
an individual who was serving as a Trustee immediately prior thereto) shall not
become effective, however, until the individual named shall have accepted in
writing such election and agreed in writing to be bound by the terms of this
Declaration. Trustees need not own Shares.

         Section 2.6. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the Chairman of the Board, or the Secretary or
any Assistant Secretary, and such resignation shall be effective upon such
delivery, or at any later date specified in the instrument. Subject to the
specific rights of any Class of Shares, any of the Trustees may be removed
(provided the aggregate number of Trustees after such removal shall not be less
than two) with cause by the affirmative vote of two-thirds of the remaining
Trustees. Subject to the specific rights of any Class of Shares, upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a

                                     - 12 -
<PAGE>

Trustee, he 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 or removed
Trustee. Upon the incapacity or death of any Trustee, his legal representative
shall execute and deliver on his behalf such documents as the remaining Trustees
shall require as provided in the preceding sentence.

         Section 2.7. Vacancies. Subject to the specific rights of any Class of
Shares, the term of office of a Trustee shall terminate and a vacancy shall
occur in the event of the death, retirement, resignation or removal (whether
pursuant to Section 2.6 hereof or otherwise), bankruptcy, adjudicated
incompetence or other incapacity to perform the duties of the office of a
Trustee. No vacancy shall operate to annul this Declaration or to revoke any
existing agency created pursuant to the terms of the Declaration. Subject to the
specific rights of any Class of Shares, in the case of an existing vacancy,
including a vacancy existing by reason of an increase in the authorized number
of Trustees, the remaining Trustees shall, subject to the requirements of
Section 2.4 hereof, fill such vacancy by the appointment of such individual as
they in their sole and absolute discretion shall see fit, made by a written
instrument signed by a majority of the Trustees then in office, provided that
immediately after filling any such vacancy (except during the period preceding
the initial annual meeting of Shareholders) at least two-thirds of the Trustees
then holding office shall have been elected to such office by the Shareholders.
In the event that at any time less than a majority of the Trustees holding
office at that time were elected by the Shareholders, a meeting of the
Shareholders shall be held promptly and in any event within 60 days (unless the
Commission shall by order extend such period) for the purpose of electing
Trustees to fill any existing vacancies. No such appointment or election shall
become effective, however, until the person named shall have accepted in writing
such appointment or

                                     - 13 -
<PAGE>

election and agreed in writing to be bound by the terms of this Declaration.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in this Section 2.7, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by the Declaration.

         Section 2.8. Committees; Delegation. The Trustees shall have the power
to appoint from their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive committee which may
exercise some or all of the power and authority of the Trustees as the Trustees
may determine (including but not limited to the power to determine net asset
value and net income), subject to any limitations contained in the By-Laws, and
in general to delegate from time to time to one or more of their number or to
officers, employees or agents of the Trust such power and authority and 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
expedient, provided that no committee shall have the power

                  (a)      to change the principal office of the Trust;

                  (b)      to amend the By-Laws;

                  (c)      to issue Common Shares;

                  (d)      to elect or remove from office any Trustee or the
         Chairman of the Board, the President, the Treasurer or the Secretary of
         the Trust;

                  (e)      to increase or decrease the number of Trustees;

                  (f)      to declare a dividend or other distribution on the
         Common Shares;

                  (g)      to authorize the repurchase of Common Shares; or

                  (h)      to authorize any merger, consolidation or sale, lease
         or exchange of all or substantially all of the Trust Property.

                                     - 14 -
<PAGE>

         Section 2.9. Action Without a Meeting; Participation by Conference
Telephone. Any action required or permitted to be taken at any meeting of the
Trustees (or of any committee of the Trustees) may be taken without a meeting if
written consents thereto are signed by a majority of the Trustees then in office
(or by a majority of the members of such committee) and such written consents
are filed with the records of the meetings. Trustees may participate in a
meeting of the Trustees (or of any committee of the Trustees) by means of a
conference telephone or similar communications equipment if all individuals
participating can hear each other at the same time. Participation in a meeting
by these means shall constitute presence in person at the meeting.

         Section 2.10. By-Laws. The Trustees may adopt By-Laws not inconsistent
with this Declaration or law to provide for the conduct of the business of the
Trust, and may amend or repeal such By-Laws.

         Section 2.11. No Bond Required. No Trustee shall be obligated to give
any bond or other security for the performance of any of his duties hereunder.

         Section 2.12. Reliance on Experts, Etc. Each Trustee, officer, agent
and employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected in relying in good faith upon the books of
account or other records of the Trust, or upon reports made to the Trustees (a)
by any of the officers or employees of the Trust, (b) by the Investment Adviser,
the Distributor, the Custodian or the Transfer Agent, or (c) by any accountants,
selected dealers or appraisers or other agents, experts or consultants selected
with reasonable care by the Trustees, regardless of whether such agent, expert
or consultant may also be a Trustee. The Trustees, officers, agents and
employees of the Trust may take advice of counsel with respect to the meaning
and operation of this Declaration, and shall be under no liability for any act
or

                                     - 15 -
<PAGE>

omission in accordance with such advice or for failing to follow such advice.
The exercise by the Trustees of their powers and discretion hereunder and the
construction in good faith by the Trustees of the meaning or effect of any
provision of this Declaration shall be binding upon everyone interested. A
Trustee, officer, agent or employee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office, and for nothing else, and shall not be
liable for errors of judgment or mistakes of fact or law.

         Section 2.13. Effect of Issuance of Preferred Shares on Provisions
Relating to the Board of Trustees. Notwithstanding anything to the contrary in
Sections 2.3, 2.5, 2.6 and 2.7 or in any other section of the Declaration, the
provision relating to the number and election of Trustees, their removal and the
filling of any vacancy on the Board of Trustees shall be subject to the voting
and other rights established with respect to a particular Class of Shares.

                                     - 16 -
<PAGE>

                                   ARTICLE III

                                    CONTRACTS

         Section 3.1. Underwriting Contract. The Trustees may from time to time
enter into an underwriting contract with another Person (the "Distributor")
providing for the sale of Shares, pursuant to which the Trustees may agree to
sell the Shares to the Distributor or appoint the Distributor their sales agent
for the Shares. Such contract shall contain such terms and conditions, if any,
as may be prescribed in the By-Laws and such further terms and conditions not
inconsistent with the provisions of this Article III or of the By-Laws as the
Trustees may in their discretion determine.

         Section 3.2. Advisory or Management Contract. Subject to approval by a
Majority Shareholder Vote, the Trustees may from time to time enter into an
investment advisory or management contract with another Person (the "Investment
Adviser") pursuant to which the Investment Adviser shall agree to furnish to the
Trustees management, investment advisory, statistical and research facilities
and services, such contract to contain such other terms and conditions, if any,
as may be prescribed in the By-Laws and such further terms and conditions not
inconsistent with the provisions of this Article III, the By-Laws or applicable
law as the Trustees may in their discretion determine, including the grant of
authority to the Investment Adviser to determine what securities shall be
purchased or sold by the Trust and what portion of its assets shall be
uninvested and to implement its determinations by making changes in the Trust's
investments.

         Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that
any Shareholder, Trustee, officer, agent or employee of the Trust is a
shareholder, member, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any Person or of or for any

                                     - 17 -
<PAGE>

parent or affiliate of any Person with which an investment advisory or
management contract, principal underwriter or distributor contract or custodian,
transfer agent, disbursing agent or similar agency contract may have been or may
hereafter be made, or that any such Person, or any parent or affiliate thereof,
is a Shareholder of or has any other interest in the Trust, or that any such
Person also has any one or more similar contracts with one or more other such
Persons, or has other businesses or interests, shall not affect the validity of
any such contract made or that may hereafter be made with the Trustees or
disqualify any Shareholder, Trustee, officer, agent or employee of the Trust
from voting upon or executing the same or create any liability or accountability
to the Trustees, the Trust or the Shareholders, provided that the material facts
as to the relationship or interest of any Trustee or officer of the Trust as to
such contract or transaction are disclosed or are known to the Trustees or a
committee of Trustees and the Trustees, or a committee of Trustees, authorizes,
approves or ratifies the contract or transaction by the affirmative vote of a
majority of disinterested Trustees, even if the disinterested Trustees
constitute less than a quorum; or the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
known to the Shareholders and the contract is authorized, approved or ratified
by a majority of the vote cast by Shareholders entitled to vote other than the
vote of Shares owned of record or beneficially by the interested Trustee or
officer or by an interested corporation, firm or other entity; or the contract
or transaction is fair and reasonable to the Trust. Common or interested
Trustees or the Shares owned by them or by an interested corporation, firm or
other entity may be counted in determining the presence of a quorum at a meeting
of Trustees, or a committee of Trustees, or at a meeting of Shareholders, as the
case may be, at which the contract is authorized, approved or ratified.

                                     - 18 -
<PAGE>

                                   ARTICLE IV

                    LIMITATION OF LIABILITY; INDEMNIFICATION

         Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever in connection
with Trust Property or the acts, obligations or affairs of the Trust. All
Persons extending credit to, contracting with or having any claim against the
Trust shall look only to the assets of the Trust for payment under such credit,
contract or claim, and neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor. The Trustees shall not be responsible or liable in
any event for any neglect or wrongdoing of any officer, employee or agent
(including, without limitation, the Investment Adviser, the Distributor, the
Custodian and the Transfer Agent) of the Trust, nor shall any Trustee be
responsible or liable for the act or omission of any other Trustee. Nothing in
this Declaration shall, however, protect any Trustee, officer, employee or agent
of the Trust against any liability to which such Person 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 or her office.

         Section 4.2. Execution of Documents; Notice; Apparent Authority. Every
note, bond, contract, instrument, certificate or undertaking and every other act
or thing whatsoever executed or done by or on behalf of the Trust or the
Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been executed or done only in or with respect to their or his or
her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be
personally liable thereon. Every note, bond, contract, instrument, certificate
or undertaking made or issued by the Trustees or by any officers or officer
shall give notice that this Declaration is on file with the

                                     - 19 -
<PAGE>

Secretary of State of the Commonwealth of Massachusetts and shall recite that
the obligations of such instruments are not binding upon any of the Trustees,
Shareholders, officers, employees or agents of the Trust individually but are
binding only upon the assets and property of the Trust, but the omission thereof
shall not operate to bind any Trustees, Shareholders or officers, employees and
agents of the Trust individually. No purchaser, lender, 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 such officer, employee or agent or
make any inquiry concerning or be liable for the application of money or
property paid, loaned or delivered to or on the order of the Trustees or of such
officer, employee or agent.

         Section 4.3. Indemnification of Trustees, Officers, Etc. The Trust
shall indemnify each of its Trustees, officers, employees and agents (including
any individual who serves at its request as director, officer, partner, trustee
or the like of another organization in which it has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees reasonably incurred by
him or her in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or administrative
or legislative body in which he or she may be or may have been involved as a
party or otherwise or with which he or she may be or may have been threatened,
while acting as Trustee or as an officer, employee or agent of the Trust or the
Trustees, as the case may be, or thereafter, by reason of his or her being or
having been such a Trustee, officer, employee or agent, except with respect to
any matter as to which he or she shall have been adjudicated not to have acted
in good faith in the reasonable belief that his or her action was in the best
interests of

                                     - 20 -
<PAGE>

the Trust, provided that no individual shall be indemnified hereunder against
any liability to the Trust or the Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, and provided further that as to any matter
disposed of by settlement or a compromise payment by such Trustee, officer,
employee or agent, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless there
has been a determination that such compromise is in the best interests of the
Trust and that such Person appears to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Trust and did not
engage in willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office. All determinations
that the applicable standards of conduct have been met for indemnification
hereunder shall be made by (a) a majority vote of a quorum consisting of
disinterested Trustees who are not parties to the proceeding relating to
indemnification, or (b) if such a quorum is not obtainable or, even if
obtainable, if a majority vote of such quorum so directs, by independent legal
counsel in a written opinion, or (c) a Majority Shareholder Vote (excluding
Shares owned of record or beneficially by such individual); and provided that as
to any matter disposed of without a court determination (i) on the merits that
such Trustee, officer, employee or agent was not liable or (ii) that such Person
was not guilty of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office, no
indemnification shall be provided hereunder unless there has been a
determination by independent legal counsel in a written opinion that such Person
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. The
Trustees may make advance payments in connection with the expense of defending
any action

                                     - 21 -
<PAGE>

with respect to which indemnification might be sought under this Section 4.3,
provided that the indemnified Trustee, officer, employee or agent shall have
given a written undertaking to reimburse the Trust in the event it is
subsequently determined that he or she is not entitled to such indemnification
and provided further that (a) the indemnified Trustee, officer, employee or
agent shall provide security for his or her undertaking or (b) the Trust shall
be insured against losses arising by reason of lawful advances or (c) a majority
of a quorum of disinterested Trustees or an independent legal counsel in a
written opinion shall determine, based on a review of readily available facts
(as opposed to a full trial type inquiry), that there is reason to believe that
an indemnitee ultimately will be found entitled to indemnification. The rights
accruing to any Trustee, officer, employee or agent under these provisions shall
not exclude any other right to which he or she may be lawfully entitled and
shall inure to the benefit of his or her heirs, executors, administrators or
other legal representatives.

         Section 4.4. Indemnification of Shareholders. In case any Shareholder
or former Shareholder shall be held to be personally liable solely by reason of
his or her being or having been a Shareholder and not because of acts or
omissions or for some other reason, the Shareholder or former Shareholder (or
his or her heirs, executors, administrators or other legal representatives or in
the case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets of the Trust to be held harmless
from and indemnified against all loss and expense, including legal expenses
reasonably incurred, arising from such liability. The rights accruing to a
Shareholder under this Section 4.4 shall not exclude any other right to which
such Shareholder may be lawfully entitled, nor shall anything contained herein
restrict the right of the Trust to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.

                                     - 22 -
<PAGE>

                                   ARTICLE V

                          SHARES OF BENEFICIAL INTEREST

         Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, with
or without par value, as determined by the Trustees. The number of such Shares
of beneficial interest authorized hereunder is unlimited. The Trustees shall
have the exclusive authority without the requirement of Shareholder approval to
establish and designate one or more Classes of Shares as the Trustees deem
necessary or desirable. Subject to the rights, preferences and limitations
applicable to a specific Class, each Share shall represent an equal
proportionate share in the assets of the Trust. All Shares issued hereunder
including, without limitation, Shares issued in connection with a dividend in
Shares or a split in Shares and any Shares currently Outstanding, shall be fully
paid and nonassessable.

         Section 5.2. Rights of Shareholders. Shares shall be deemed to be
personal property giving only the rights provided in this Declaration. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have become a party
hereto. The ownership of the Trust Property 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 share or assume any losses of the Trust or suffer
an assessment of any kind by virtue of their ownership of Shares. The death of a
Shareholder during the continuance of the Trust shall not operate to terminate
the same nor to entitle the legal representative of such Shareholder to an
accounting or to take any action in any court or

                                     - 23 -
<PAGE>

otherwise against other Shareholders or the Trustees or the Trust Property, but
only to the rights of such Shareholder hereunder. The Common Shares shall not
entitle the holder to preference, preemptive, appraisal, conversion or exchange
rights.

         Section 5.3. Trust Only. The Trust shall be of the type commonly termed
a Massachusetts business trust. 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 this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.

         Section 5.4. Issuance of Shares.

         Section 5.4.1 General. The Trustees in their discretion may, from time
to time without a 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 and Shares held in the treasury. The Trustees may from time to
time divide or combine the Shares of the Trust or, if the Shares be divided into
Classes, of any Class thereof of the Trust, into a greater or lesser number
without thereby changing the proportionate beneficial interests in the Trust or
in the Trust Property allocated or belonging to such Class.

                                     - 24 -
<PAGE>

         Section 5.4.2 On Merger or Consolidation. In connection with the
acquisition of assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities), businesses or stock of another
Person, the Trustees may issue or cause to be issued Shares and accept in
payment therefor, in lieu of cash, such assets or businesses at their market
value (as determined by the Trustees) or such stock at the market value (as
determined by the Trustees) of the assets held by such other Person, either with
or without adjustment for contingent costs or liabilities, provided that the
funds of the Trust are permitted by law to be invested in such assets,
businesses or stock.

         Section 5.4.3 Fractional Shares. The Trustees may issue and sell
fractions of Shares, to two decimal places (or in the case of Preferred Shares
such number of decimal places set forth in the By-Laws), having pro rata all the
rights of full Shares of such Class, including, without limitation, the right to
vote and to receive dividends and distributions.

         Section 5.5. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of the Transfer Agent which shall
contain the names and addresses of the Shareholders and the number of Shares of
a Class held by them respectively and a record of all transfers thereof. Such
register shall be conclusive as to who are the holders of the Shares and who
shall be entitled to receive dividends or distributions or otherwise to exercise
or enjoy the rights of Shareholders. Except as provided for as to a specific
Class, no Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein or in the By-Laws
provided, until he has given his address to the Transfer Agent or such other
officer or agent of the Trust as shall keep the said register for entry thereon.

         Section 5.6. Common Share Certificates.

                                     - 25 -
<PAGE>

         Section 5.6.1 General. Each Shareholder shall be entitled to a
certificate stating the number of Common Shares he or she owns, in such form as
shall be prescribed from time to time by the Trustees. Such certificates shall
be signed by the Chairman of the Board, President or Vice President and by the
Treasurer or Assistant Treasurer. Such signatures may be facsimile if the
certificate is signed by a Transfer Agent, or by a registrar, other than a
Trustee, officer or employee of the Trust. In case any officer who has signed or
whose facsimile signature has been placed on such certificate shall cease to be
such officer before such certificate is issued, it may be issued by the Trust
with the same effect as if he or she were such officer at the time of its issue.

         In lieu of issuing certificates for Shares, the Trustees or the
Transfer Agent may either issue receipts therefor or may keep accounts upon the
books of the Trust for the record holders of such Shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of certificates
for such Shares as if they had accepted such certificates and shall be held to
have expressly assented and agreed to the terms hereof.

         Section 5.6.2 Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees shall prescribe.

         Section 5.6.3 Issuance of New Certificates to Pledgee. A pledgee of
Shares transferred as collateral security shall be entitled to a new certificate
if the instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificate shall express on its face
that it is held as collateral security, and the name of the pledgor shall be
stated thereon, who alone shall be liable as a shareholder and entitled to vote
thereon.

                                     - 26 -

<PAGE>

         Section 5.6.4 Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of Share certificates and may, by
written notice to each Shareholder, require the surrender of share certificates
to the Trust for cancellation. Such surrender and cancellation shall not affect
the ownership of Shares in the Trust. Section

         Section 5.7. Transfer of Shares. Subject to the terms established for a
specific Class, Shares shall be transferable on the records of the Trust upon
delivery to the Trust or the Transfer Agent or Agents of appropriate evidence of
assignment, transfer, succession or authority to transfer accompanied by any
certificate or certificates representing such Shares previously issued to the
transferor. Upon such delivery, the transfer shall be recorded on the register
of the Trust. Until such record is made, the Trustees, the Transfer Agent, and
the officers, employees and agents of the Trust shall not be entitled or
required to treat the assignee or transferee of any Share as the absolute owner
thereof for any purpose, and accordingly shall not be bound to recognize any
legal, equitable or other claim or interest in such Share on the part of any
Person, other than the holder of record, whether or not any of them shall have
express or other notice of such claim or interest.

         Section 5.8. Voting Powers. The Shareholders shall have power to vote
only: (a) for the election of Trustees as provided in Sections 2.5, 2.7 and 2.13
hereof; (b) with respect to any investment advisory or management contract
entered into pursuant to Section 3.2 hereof; (c) with respect to any termination
of the Trust, as provided in Section 8.1 hereof; (d) with respect to any
amendment of this Declaration to the extent and as provided in Section 8.2
hereof; (e) with respect to any merger, consolidation or sale of assets of the
Trust as provided in Section 8.3 hereof; (f) with respect to incorporation of
the Trust to the extent and as provided in Section 8.4 hereof; (g) to the same
extent as the stockholders of a Massachusetts business corporation as to

                                     - 27 -

<PAGE>

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 (h) with respect to such additional matters relating to
the Trust as may be required by this Declaration or the By-Laws or by reason of
the registration of the Trust or the Shares with the Commission or any State or
by any applicable law or any regulation or order of the Commission or any State
or as the Trustees may consider necessary or desirable. On any matter required
or permitted to be voted on by the Shareholders, all Shares then entitled to
vote shall be voted in the aggregate as a single class without regard to Class,
except (i) when required by this Declaration, the By-Laws (including the
provisions thereof establishing the rights of a specific Class of Shares), the
1940 Act, or when the Trustees shall have determined that any matter to be
submitted to a vote of the Shareholders affects the rights or interests of the
Shareholders of one or more Classes materially differently, Shares shall be
voted by each such affected Class individually; and (ii) when the Trustees shall
have determined that the matter affects only the interests of one or more
Classes, then only the Shareholders of such affected Class shall be entitled to
vote thereon. Each Share shall be entitled to one vote as to any matter on which
it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. The Trustees may, in conjunction with the
establishment of any further Classes of Shares, establish conditions under which
the several Classes of Shares shall have separate voting rights or no voting
rights. There shall be no cumulative voting in the election of Trustees. The
By-Laws may include further provisions for Shareholders' votes and meetings and
related matters. Shares may be voted in person or by proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders (including the
right to authorize an amendment to this Declaration under Section 8.2 hereof)
and may take any action required by law, the By-Laws or this Declaration to be
taken by Shareholders.

                                     - 28 -

<PAGE>

         Section 5.9. Meetings of Shareholders. An annual meeting of the
Shareholders shall be held on the date fixed in the By-Laws for the purpose of
reelecting Trustees or electing new Trustees in place of and to succeed those in
office at that time or to fill vacancies and, for such other purposes as may be
specified by the Trustees. If any such annual meeting shall not be held as above
provided, a special meeting may be held in lieu thereof at any time and any
business which might have been transacted at such annual meeting may be
transacted at such special meeting and for all purposes hereof such special
meeting shall be deemed to be an annual meeting duly held as herein provided.
Special meetings of the Shareholders may be called at any time by the Chairman
of the Board, the President or any vice President of the Trust, or by a majority
of the Trustees for the purpose of taking action upon any matter requiring the
vote or authority of the Shareholders as herein provided or upon any other
matters deemed to be necessary or desirable. A special meeting of Shareholders
may also be called at any time upon the written request of a holder or the
holders of not less than 25% of all of the Common Shares entitled to be voted at
such meeting, provided that the Shareholder or Shareholders requesting such
meeting shall have paid to the Trust the reasonably estimated cost of preparing
and mailing the notice thereof, which the Secretary shall determine and specify
to such Shareholder or Shareholders. A majority of the Shares entitled to vote
shall be a quorum for the transaction of business at a Shareholders' meeting,
except that where the By-Laws so require or the Trustees provide that holders of
any Class or Classes shall vote as a Class or Classes, then a majority of the
aggregate number of Shares of that Class or Classes entitled to vote shall be
necessary to constitute a quorum for the transaction of business by that Class
or Classes. Any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held within a reasonable time after the
date set for the original meeting without the necessity of further notice.

                                     - 29 -

<PAGE>

Except when a different vote is required by any provision of the By-Laws or this
Declaration or, when such a different vote is not specifically provided in this
Declaration or the By-Laws, the Trustees shall in their discretion require a
different vote or the vote of a majority of different percentage of the Shares
of one or more particular Classes, a majority of the Shares voted shall decide
any question and a plurality shall elect a Trustee.

         Section 5.10. Action Without a Meeting. Any action which may be taken
by Shareholders may be taken without a meeting if such proportion of
Shareholders as is required to vote for approval of the matter by law, the
Declaration or the By-Laws consents to the action in writing and the written
consents are filed with the records of Shareholders' meetings. Such consents
shall be treated for all purposes as a vote taken at a Shareholders' meeting.

         Section 5.11. Class Designation. Without limiting the authority of the
Trustees to establish and designate any further Classes, the Trustees hereby
establish a single Class of Shares, designated as the Common Shares. The
Trustees may divide the Shares of the Trust into one or more Classes. Any Shares
of any further Classes that may from time to time be established and designated
by the Trustees, shall be established and designated, and the variations in the
relative rights and preferences as between the different Classes shall be fixed
and determined by the Trustees; provided, that all Shares shall be identical
except for such variations as shall be fixed and determined between different
Classes by the Trustees in establishing and designating such Class. Unless
otherwise designated by the Trustees in the By-laws or resolutions establishing
a Class, the purchase price, the method of determining the net asset value, and
the relative liquidation, voting, dividend and other rights and preferences of
holders of a Class shall be as set forth in the Trust's Registration Statement
on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the
issuance of Shares of such Class.

                                     - 30 -

<PAGE>

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

                                     - 31 -

<PAGE>

                                   ARTICLE VI

                 DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS

         Section 6.1. By Whom Determined. The Trustees shall have the power and
duty to determine from time to time the net asset value per share of the Common
Shares. They may appoint one or more Persons to assist them in the determination
of the value of securities in the Trust's portfolio and to make the actual
calculations pursuant to their directions. Any determination made pursuant to
this Article VI shall be binding on all parties concerned.

         Section 6.2. When Determined. The net asset value shall be determined
at such times as the Trustees shall prescribe in accordance with the applicable
provisions of the 1940 Act and regulations and orders from time to time in
effect thereunder. The Trustees may suspend the determination of net asset value
to the extent permitted by the 1940 Act or the regulations and orders from time
to time in effect thereunder.

         Section 6.3. Computation of Per Common Share Net Asset Value.

         Section 6.3.1 Net Asset Value Per Common Share. The net asset value of
each Common Share as of any particular time shall be the quotient obtained by
dividing the value of the net assets of the Trust (determined in accordance with
Section 6.3.2) by the total number of outstanding Common Shares.

         Section 6.3.2 Value of the Net Assets of the Trust. The value of the
net assets of the Trust as of any particular time shall be the value of the
Trust's assets less its liabilities, determined and computed as follows:

         (1) Trust's Assets. The Trust's assets shall be deemed to include: (A)
         all cash on hand or on deposit, including any interest accrued thereon,
         (B) all bills and demand notes and accounts receivable, (C) all
         securities owned or contracted for by the Trustees, (D) all

                                     - 32 -

<PAGE>

         stock and cash dividends and cash distributions payable to but not yet
         received by the Trustees (when the valuation of the underlying security
         is being determined ex-dividend), (E) all interest accrued on any
         interest-bearing securities owned by the Trustees (except accrued
         interest included in the valuation of the underlying security) and (F)
         all other property of every kind and nature, including prepaid
         expenses.

         (2) Valuation of Assets. The value of such assets is to be determined
         as follows:

                  (i) Cash and Prepaid Expenses. The value of any cash on hand
                  and of any prepaid expenses shall be deemed to be their full
                  amount.

                  (ii) Other Current Assets. The value of any accounts
                  receivable and cash dividends and interest declared or accrued
                  as aforesaid and not yet received shall be deemed to be the
                  full amount thereof, unless the Trustees shall determine that
                  any such item is not worth its full amount. In such case the
                  value of the item shall be deemed to be its reasonable value,
                  as determined by the Trustees.

                  (iii) Securities and Other Property. A security for which
                  market quotations are readily available which is not subject
                  to restrictions against sale and has a remaining maturity of
                  more than 60 days from the date of valuation shall be valued
                  on the basis of such quotations. Any security which has a
                  remaining maturity of 60 days or less may be valued on the
                  basis of market quotations or may be valued at cost plus
                  earned discount; if such security was acquired with a
                  remaining maturity of more than 60 days, the cost thereof for
                  purposes of such valuation shall be deemed to be the value on
                  the sixty-first day prior to maturity. Any security for which
                  market quotations are not readily available

                                     - 33 -

<PAGE>

                  and any other property the valuation of which is not provided
                  for above, shall be valued at its fair market value as
                  determined in such manner as the Trustees shall from time to
                  time prescribe by resolution. For the purposes of this Article
                  VI, market quotations shall not be deemed to be readily
                  available if in the judgment of the Trustees such quotations,
                  if any, do not afford a fair and adequate basis for valuing
                  holdings of securities of a size normally held by the Trust,
                  whether due to the infrequency or size of the transactions
                  represented by such quotations or otherwise.

         (3) Liabilities. The Trust's liabilities shall not be deemed to include
         any Common Shares and surplus or the liquidation preference of any
         Preferred Shares, but they shall be deemed to include: (A) all bills
         and accounts payable, (B) all administrative expenses accrued and
         unpaid, (C) all contractual obligations for the payment of money or
         property, including the amount of any declared but unpaid dividends
         upon Shares and the amount of all income accrued but not paid to
         Shareholders, (D) all reserves authorized or approved by the Trustees
         for taxes or contingencies and (E) all other liabilities of whatsoever
         kind and nature except any liabilities represented by Shares and
         surplus.

         Section 6.4. Interim Determinations. Any determination of net asset
value other than as of the close of trading on the New York Stock Exchange may
be made either by appraisal or by calculation or estimate. Any such calculation
or estimate shall be based on changes in the market value of representative or
selected securities or on changes in recognized market averages since the last
closing appraisal and made in a manner which in the opinion of the Trustees will
fairly reflect the changes in the net asset value.

                                     - 34 -

<PAGE>

         Section 6.5. Outstanding Common Shares. For the purposes of this
Article VI, outstanding Common Shares shall mean those Common Shares shown from
time to time on the books of the Trust or the Transfer Agent as then issued and
outstanding, adjusted as follows:

                  (a) Common Shares sold shall be deemed to be outstanding
         Common Shares from the time when the sale is reported to the Trustees
         or their agents for determining net asset value, but not before (i) an
         unconditional purchase order therefor has been received by the Trustees
         (directly or through one of their agents) or by the Principal
         Underwriter of the Common Shares and the sale price in currency has
         been determined and (ii) receipt by the Trustees (directly or through
         one of their agents) of federal funds in the amount of the sale price;
         and such sale price (net of commission, if any, and any stamp or other
         tax payable by the Trust in connection with the issue and sale of the
         Common Shares sold) shall be thereupon deemed to be an asset of the
         Trust.

                  (b) Common Shares distributed pursuant to Section 6.6 shall be
         deemed to be outstanding as of the time that Shareholders who shall
         receive the distribution are determined.

                  (c) Common Shares which are subject to repurchase by the
         Trustees shall be deemed to be outstanding Common Shares up to and
         including the time as of which the repurchase price is determined.
         After such time, they shall be deemed to be no longer outstanding
         Common Shares and the purchase price until paid shall be deemed to be a
         liability of the Trust.

         Section 6.6. Distributions to Shareholders. Subject to the rights,
preferences and limitations of any Class of Shares and without limiting the
powers of the Trustees under Subsection (f) of Section 2.1 of Article II hereof,
the Trustees may at any time and from time to

                                     - 35 -

<PAGE>

time, as they may determine, allocate or distribute to Shareholders such income
and capital gains, accrued or realized, as the Trustees may determine, after
providing for actual, accrued or estimated expenses and liabilities (including
such reserves as the Trustees may establish) determined in accordance with
generally accepted accounting practices. Subject to the rights, preferences and
limitations of any Class of Shares, the Trustees shall have full discretion to
determine which items shall be treated as income and which items as capital and
their determination shall be binding upon the Shareholders. Subject to the
rights, preferences and limitations of any Class of Shares, such distributions
shall be made in cash, property or Common Shares or any combination thereof as
determined by the Trustees. Subject to the rights, preferences and limitations
of any Class of Shares, any such distribution paid in Common Shares shall be
paid at the net asset value thereof as determined pursuant to this Article VI.
Subject to the rights, preferences and limitations of any Class of Shares, the
Trustees may adopt and offer to Shareholders such dividend reinvestment plans,
cash dividend payout plans or related plans as the Trustees shall deem
appropriate. Subject to the rights, preferences and limitations of any Class of
Shares, inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books of the Trust,
the above provisions shall be interpreted to give the Trustees the power in
their discretion to allocate or distribute for any fiscal year as ordinary
dividends and as capital gains distributions, respectively, additional amounts
sufficient to enable the Trust to avoid or reduce liability for taxes.

         Section 6.7. Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article VI, the Trustees may prescribe, in
their absolute discretion, such other bases and times for the determination of
the per share net asset value of Common Shares as may be permitted by, or as
they may deem necessary or desirable to enable the Trust to

                                     - 36 -

<PAGE>

comply with, any provision of the 1940 Act, any rule or regulation thereunder or
any order of exemption issued by the Commission, all as in effect now or as
hereafter amended or modified.

                                     - 37 -

<PAGE>

                                   ARTICLE VII

                                    CUSTODIAN

         Section 7.1. Appointment and Duties. Subject to the 1940 Act and such
rules, regulations and orders as the Commission may adopt, the Trustees shall
employ a bank or trust company having a capital, surplus and undivided profits
of at least $2,000,000 as Custodian with authority as the agent of the Trust,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust:

                  (a) to hold the securities owned by the Trust and deliver the
         same upon written order;

                  (b) to receive and receipt for any moneys due to the Trust and
         deposit the same in its own banking department or elsewhere as the
         Trustees may direct; and

                  (c) to disburse such funds upon orders or vouchers.

The Trustees may also authorize such Custodian as the agent of the Trust (x) to
keep the books and accounts of the Trust and furnish clerical and accounting
services and (y) to compute the net income and the value of the net assets of
the Trust.

         The acts and services of the Custodian shall be performed upon such
basis of compensation as may be agreed upon by the Trustees and the Custodian.
If so directed by a Majority Shareholder Vote, the Custodian shall deliver and
pay over all property of the Trust held by it as specified in such vote.

         The Trustees may also authorize the Custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
Custodian and upon such terms and conditions, as may be agreed upon between the
Custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust

                                     - 38 -

<PAGE>

company organized under the laws of the United States or one of the states
thereof and having capital, surplus and undivided profits of at least
$2,000,000.

         Section 7.2. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian agreement or inability of any Custodian to continue
to serve, the Trustees shall promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special Shareholders' meeting to determine whether the Trust shall
function without a Custodian or shall be liquidated. If so directed by vote of
the holders of a majority of the Common Shares outstanding and entitled to vote,
the Custodian shall deliver and pay over all Trust Property held by it as
specified in such vote.

         Section 7.3. Central Certificate System, Etc. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
Custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.

         Section 7.4. Acceptance of Receipts in Lieu of Certificates. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-

                                     - 39 -

<PAGE>

entry form in the Federal Reserve System in accordance with regulations
promulgated by the Board of Governors of the Federal Reserve System and the
local Federal Reserve Banks in lieu of receipt of certificates representing such
securities.

                                     - 40 -

<PAGE>

                                  ARTICLE VIII

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

         Section 8.1. Duration and Termination.

                  (a) Unless terminated as provided herein, the Trust shall
         continue without limitation of time. Subject to the rights of a
         specific Class, the Trust may be terminated by the affirmative vote of
         at least 66 2/3% of the Common Shares outstanding or, when authorized
         by a Majority Shareholder Vote, by an instrument in writing signed by a
         majority of the Trustees. 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 of the powers of the
                           Trustees under this 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 do all
                           other acts appropriate to liquidate its business,
                           provided that any sale, conveyance, assignment,
                           exchange, transfer or other disposition of all or
                           substantially all the Trust Property that requires
                           Shareholder approval under Section 8.3 hereof shall
                           receive the approval so required.

                                     - 41 -

<PAGE>

                           (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 each, among the
                           Shareholders according to their respective rights.

                  (b) After termination of the Trust and distribution to the
         Shareholders 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, and the rights and interests of all Shareholders shall
         thereupon cease.

         Section 8.2. Amendment Procedure.

                  (a) This Declaration may be amended from time to time by an
         instrument in writing signed by a majority of the Trustees when
         authorized by a Majority Shareholder Vote, provided that any amendment
         having the purpose of changing the name of the Trust or of supplying
         any omission, curing any ambiguity or curing, correcting or
         supplementing any defective or inconsistent provision shall not require
         authorization by the Shareholders. Nothing contained in this
         Declaration shall permit the amendment of this Declaration to impair
         the exemption from personal liability of the Shareholders, Trustees,
         officers, employees and agents of the Trust or to permit assessments
         upon Shareholders.

                  (b) A certificate signed by a majority of the Trustees setting
         forth an amendment and reciting that it was duly adopted as aforesaid,
         or a copy of this

                                     - 42 -

<PAGE>

         Declaration as amended, executed by a majority of the Trustees, shall
         be conclusive evidence of such amendment when lodged among the records
         of the Trust.

                  (c) To the extent that the Trustees authorize and issue
         Preferred Shares of any Class, they are hereby authorized and empowered
         to amend or supplement this Declaration, including an amendment or
         modification to the rights of any Outstanding Shares at the time of
         such amendment or supplement, as they deem necessary or appropriate,
         including to comply with the requirements of the 1940 Act or
         requirements imposed by the rating agencies or other persons, all
         without the approval of Shareholders.

         Section 8.3. Merger, Consolidation and Sale of Assets. Subject to the
rights of a specific Class of Shares, the Trust may merge or consolidate with
any other corporation, association, trust or other organization or may sell,
lease or exchange all or substantially all of the Trust Property, including its
good will, upon such terms and conditions and for such consideration when and as
authorized at any Shareholders' meeting called for the purpose by a Majority
Shareholder Vote.

         Section 8.4. Incorporation. With the approval of a Majority Shareholder
Vote and subject to the rights of a specific Class of Shares, the Trustees may
cause to be organized or assist in organizing under the laws of any jurisdiction
a corporation or corporations or any other trust, partnership, association or
other organization to take over all of the Trust Property or to carry on any
business in which the Trust shall directly or indirectly have any interest, and
may sell, convey and transfer the Trust Property to any such corporation, trust,
partnership, association or other organization in exchange for the shares or
securities thereof or otherwise, and may lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership, association or other organization, or any

                                     - 43 -

<PAGE>

corporation, partnership, trust, association or other organization in which the
Trust holds or is about to acquire shares or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or any successor
thereto and any such corporation, trust, partnership, association or other
organization. Nothing contained herein shall be construed as requiring approval
of Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring less than all or substantially all of the
Trust Property to such organization or entities.

                                     - 44 -

<PAGE>

                                   ARTICLE IX

                             REPORTS TO SHAREHOLDERS

         The Trustees shall at least semi-annually submit to the Shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be accompanied by a report thereon of
independent public accountants.

                                     - 45 -

<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1. Filing. This Declaration and any amendment hereto shall
be filed with the Secretary of the Commonwealth of Massachusetts and in such
other 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. Unless any such amendment sets forth some later time
for the effectiveness of such amendment, such amendment shall be effective upon
its filing with the Secretary of the Commonwealth of Massachusetts. A restated
Declaration, integrating into a single instrument all of the provisions of this
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 hereafter be referred to in lieu of the original
Declaration and the various amendments thereto.

         Section 10.2. Governing Law. This 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.

         Section 10.3. Counterparts. This 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 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, appears to be a Trustee
hereunder, certifying to: (a) the

                                     - 46 -

<PAGE>

number or identity of Trustees or Shareholders, (b) the due authorization of the
execution of any instrument or writing, (c) the form of any vote passed at a
meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees or (f) the
existence of any fact or facts which in any manner relate 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 10.5. Provisions in Conflict with Law or Regulations.

                  (a) The provisions of this Declaration are severable, and if
         the Trustees shall determine, with the advice of counsel, that any of
         such provisions is in conflict with requirements of the 1940 Act, would
         be inconsistent with any of the conditions necessary for qualification
         of the Trust as a regulated investment company under the United States
         Internal Revenue Code or is inconsistent with other applicable laws and
         regulations, such provision shall be deemed never to have constituted a
         part of this Declaration, provided that such determination shall not
         affect any of the remaining provisions of this Declaration or render
         invalid or improper any action taken or omitted prior to such
         determination.

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

         Section 10.6. Section Headings; Interpretation. Section headings in
this Declaration are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

                                     - 47 -

<PAGE>

References in this Declaration to "this Declaration" shall be deemed to refer to
this Declaration as from time to time amended, and all expressions such as
"hereof", "herein" and "hereunder" shall be deemed to refer to this Declaration
and not exclusively to the article or section in which such words appear.

                                     - 48 -

<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Declaration of Trust as of this 26th day of August, 2003.

/s/ Dennis S. Aronowitz                   /s/ Maureen Ford Goldfarb
____________________________________      ______________________________________
Dennis S. Aronowitz,                      Maureen Ford Goldfarb,
as Trustee and not individually*          as Trustee and not individually*

/s/ Richard P. Chapman, Jr.               /s/ William F. Glavin
____________________________________      ______________________________________
Richard P. Chapman, Jr.,                  William F. Glavin,
as Trustee and not individually*          as Trustee and not individually*

/s/ William J. Cosgrove                   /s/ John A. Moore
____________________________________      ______________________________________
William J. Cosgrove,                      John A. Moore,
as Trustee and not individually*          as Trustee and not individually*

/s/ John M. DeCiccio                      /s/ Patti McGill Peterson
____________________________________      ______________________________________
John M. DeCiccio,                         Patti McGill Peterson,
as Trustee and not individually*          as Trustee and not individually*

/s/ Richard A. Farrell                    /s/ John W. Pratt
____________________________________      ______________________________________
Richard A. Farrell,                       John W. Pratt,
as Trustee and not individually*          as Trustee and not individually*

* The address for each Trustee is 101 Huntington Avenue, Boston, Massachusetts
  02199.

                                     - 49 -


</TEXT>
</DOCUMENT>
