BlackRock Allocation Target Shares (the "Registrant")

77Q1(a):

Copies of any material amendments to the Registrant's charter or
by-laws

Attached please find as an exhibit to sub-item 77Q1(a) of Form
N-SAR, a copy of the Registrant's Second Amended and Restated
Agreement and Declaration of Trust dated as of September 9,
2015.




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Exhibit 77Q1(a)
BLACKROCK ALLOCATION TARGET SHARES
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
DATED AS OF SEPTEMBER 9, 2015

TABLE OF CONTENTS






ARTICLE I The Trust

1
1.1

Name  1
1.2

Definitions  1
1.3

Purpose and Powers of Trust  3
ARTICLE II Trustees  3
2.1

Number and Qualification  3
2.2

Term and Election  3
2.3

Resignation and Removal  3
2.4

Vacancies  3
2.5

Meetings  4
2.6

Trustee Action by Written Consent  4
2.7

Officers

4
ARTICLE III Powers and Duties of Trustees  5
3.1

General  5
3.2

Investments  5
3.3

Legal Title  5
3.4

Issuance and Repurchase of Shares  6
3.5

Borrow Money or Utilize Leverage  6
3.6

Delegation; Committees  6
3.7

Collection and Payment  6
3.8

Expenses  7
3.9

By-Laws  7
3.10

Miscellaneous Powers  7
3.11

Further Powers  7
ARTICLE IV Advisory, Management and Distribution Arrangements  8
4.1

Advisory and Management Arrangements  8
4.2

Distribution Arrangements  8
4.3

Parties to Contract  8
ARTICLE V Limitations of Liability and Indemnification  9
5.1

No Personal Liability of Shareholders, Trustees, etc.  9
5.2

Mandatory Indemnification  9
5.3

No Duty of Investigation; Notice in Trust Instruments, etc.  11
5.4

Reliance on Experts, etc.  11
ARTICLE VI Shares of Beneficial Interest  11
6.1

Beneficial Interest  11
6.2

Series Designation  11
6.3

Class Designation  12
6.4

Description of Shares  12
6.5

Rights of Shareholders  14
6.6

Trust Only  14
6.7

Issuance of Shares  14
6.8

Register of Shares  14
6.9

Transfer Agent and Registrar  15
6.10

Transfer of Shares  15





6.11

Notices  15
ARTICLE VII Custodians  15
7.1

Appointment and Duties  15
7.2

Central Certificate System  16
ARTICLE VIII Redemption  16
8.1

Redemptions  16
8.2

Disclosure of Holding  17
8.3

Redemptions of Small Accounts  17
ARTICLE IX Determination of Net Asset Value Net Income
and Distributions  17
9.1

Net Asset Value  17
9.2

Distributions to Shareholders  17
9.3

Power to Modify Foregoing Procedures  18
ARTICLE X Shareholders  18
10.1

Meetings of Shareholders  18
10.2

Voting  18
10.3

Notice of Meeting and Record Date  19
10.4

Quorum and Required Vote  19
10.5

Proxies, etc.  19
10.6

Reports  20
10.7

Inspection of Records  20
10.8

Shareholder Action by Written Consent  20
ARTICLE XI Duration; Termination of Trust; Amendment;
 Mergers, Etc.  20
11.1

Duration  20
11.2

Termination  20
11.3

Amendment Procedure  21
11.4

Merger, Consolidation and Sale of Assets 22
11.5

Subsidiaries  22


ARTICLE XII Miscellaneous  23
12.1

Filing  23
12.2

Resident Agent  23
12.3

Governing Law  23
12.4

Counterparts  23
12.5

Reliance by Third Parties  23
12.6

Provisions in Conflict with Law or Regulation  24




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BLACKROCK ALLOCATION TARGET SHARES
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
        THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION
OF TRUST is made as of the 9th day of September, 2015, by the
Trustees hereunder, and by the holders of shares of beneficial
interest issued hereunder as hereinafter provided.
        WHEREAS, this Trust was formed to carry on business under
the name "BlackRock Bond Allocation Target Shares" pursuant to
the Initial Declaration and the Certificate;
        WHEREAS, the Trust amended and restated the Initial
Declaration on November 17, 2003;
        WHEREAS, the name of the Trust was changed to "BlackRock
Allocation Target Shares" as reflected in the Certificate of
Amendment to the Certificate as filed with the Office of the
Secretary of State of the State of Delaware on March 14, 2013;
        WHEREAS, the Trustees desire to amend and restate in its
entirety the Amended and Restated Declaration;
        WHEREAS, this Trust is authorized to issue an unlimited
number of its shares of beneficial interest in separate series
and classes of each such series, each separate series to be a
sub-trust hereunder, all in accordance with the provisions
hereinafter set forth;
        WHEREAS, the parties hereto intend that the Trust shall
continue to constitute a statutory trust under the Delaware
Statutory Trust Act and that this Declaration shall constitute
the governing instrument of such statutory trust; and
        WHEREAS, the Trustees have agreed to manage all property
coming into their hands as Trustees of a Delaware statutory
trust in accordance with the provisions hereinafter set forth.
        NOW, THEREFORE, the Trustees hereby (i) declare that they
will hold all cash, securities, and other assets which they may
from time to time acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust or sub-trusts
created hereunder as hereinafter set forth and (ii) amend and
restate the Amended and Restated Declaration in its entirety to
read as follows:

ARTICLE I
The Trust
1.1 Name. This Trust shall be known as "BlackRock Allocation
Target Shares" and the Trustees shall conduct the business of
the Trust under that name or any other name or names as they may
from time to time determine.
    1.2 Definitions. As used in this Declaration, the following
terms shall have the following meanings:
"Amended and Restated Declaration" shall mean the Amended and
Restated Agreement and Declaration of Trust of the Trust made on
November 17, 2003.
"By-Laws" shall mean the By-Laws of the Trust as amended from
time to time by the Trustees.
"Certificate" shall mean the Certificate of Trust of the Trust
as filed in the Office of the Secretary of State of the State of
Delaware on March 5, 2003.
"Class" shall mean a portion of Shares of a Series of the Trust
established in accordance with Section 6.3 hereof.
"Code" shall mean the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
"Commission" shall mean the Securities and Exchange Commission.
"Declaration" shall mean this Second Amended and Restated
Agreement and Declaration of Trust, as further amended or
amended and restated from time to time, including by way of any
classifying or reclassifying Shares of any Series or any Class
of any such Series or determining any designations, powers,
preferences, voting, conversion and other rights, limitations,
qualifications and terms and conditions thereof.
"Delaware Statutory Trust Act" shall mean the provisions of the
Delaware Statutory Trust Act, 12 Del. C. section 3801 et seq.,
as such Act may be amended from time to time.
"Delaware General Corporation Law" means the Delaware General
Corporation Law, 8 Del. C. Section 100 et seq., as amended from
time to time.
"Fundamental Policies" shall mean the investment policies and
restrictions set forth from time to time in any current
Prospectus or contained in any current Registration Statement of
the Trust or any Series filed with the Commission or as
otherwise adopted by the Trustees and the Shareholders in
accordance with the requirements of the 1940 Act that are
expressly designated as fundamental policies of such Series as
they may be amended from time to time in accordance with the
1940 Act.
"Initial Declaration" shall mean the Agreement and Declaration
of Trust of the Trust made on March 5, 2003.

"Interested Person" shall have the meaning ascribed thereto in
the 1940 Act.
"Majority Shareholder Vote" shall mean a vote of a "majority of
the outstanding voting securities" (as such term is defined in
the 1940 Act) of the Trust, any Series of the Trust or any Class
thereof, as applicable.
The "1940 Act" refers to the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder and applicable
exemptions there from, as amended from time to time.
The "1933 Act" refers to the Securities Act of 1933, and the
rules and regulations promulgated thereunder and applicable
exemptions therefrom, as amended from time to time.
"Person" shall mean and include natural persons, corporations,
partnerships, trusts, limited liability companies, associations,
joint ventures and other entities, whether or not legal
entities, and governments and agencies and political
subdivisions thereof.
"Prospectus" shall mean the current prospectus or offering
memorandum of securities of the Trust or of any Series thereof
or of any Class of any such Series, as applicable.
"Series" shall mean the separate sub-trusts that may be
established and designated as series pursuant to Section 6.2
hereof or any one of such sub-trusts, as applicable.
"Series Liabilities" shall mean as of any particular time any
and all debts, obligations or other liabilities, contingent or
otherwise, of or relating to a particular Series of the Trust.
"Series Property" shall mean as of any particular time any and
all property, real or personal, tangible or intangible, which at
such time is owned or held by or for the account of a particular
Series.
"Shareholders" shall mean as of any particular time the holders
of record of outstanding Shares of the Trust, any Series of the
Trust or any Class of any Series, as applicable, at such time.
"Shares" shall mean the transferable units of beneficial
interest in the Trust or in a Series of the Trust and includes
fractions of Shares as well as whole Shares, which Shares may be
classified as relating to particular Series and Classes within a
Series. All references to Shares shall be deemed to be Shares of
any or all Series or Classes as the context may require.
"Trust" shall mean the trust established pursuant to the Initial
Declaration and the Certificate and continued pursuant to the
terms of this Declaration.
"Trustees" shall mean the trustees in office on the date hereof,
so long as each such Person shall continue in office in
accordance with the terms hereof, and all other Persons who at
the time in question have been duly elected or appointed and
have qualified as trustees in accordance with the provisions
hereof and are then in office.

    1.3 Purpose and Powers of Trust. The Trust was established
and continues to exist for the purpose of engaging in any
activity not prohibited by Delaware law and shall have the power
to engage in any such activity and in any activity incidental or
related to any such activity.
ARTICLE II
Trustees
    2.1 Number and Qualification. The number of Trustees shall be
such number as are in office on the date hereof and, thereafter,
shall be such number, not less than two or more than fifteen, as
shall be set forth in a written instrument signed by a majority
of the Trustees then in office. No reduction in the number of
Trustees shall have the effect of removing any Trustee from
office prior to the expiration of his term. An individual
nominated as a Trustee shall be at least 21 years of age and not
older than 80 years of age at the time of nomination and not
under legal disability. Trustees need not own Shares and may
succeed themselves in office. The Trustees may elect from their
number a Chairman who shall serve at the pleasure of the
Trustees.
    2.2 Term and Election. Each Trustee elected shall hold office
until his or her successor shall have been elected and shall
have qualified. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death,
resignation, removal, bankruptcy, adjudicated incompetence or
other incapacity to perform the duties of the office, or
removal, of a Trustee.
    2.3 Resignation and Removal. Any of the Trustees may resign
their trust (without need for prior or subsequent accounting) by
an instrument in writing signed by such Trustee and delivered or
mailed to the Trustees or the Chairman, if any, the President or
the Secretary and such resignation shall be effective upon such
delivery, or at a later date according to the terms of the
instrument. Any of the Trustees may be removed (provided the
aggregate number of Trustees after such removal shall not be
less than the minimum number required by Section 2.1 hereof)
with or without cause by written instrument signed by two-thirds
of the remaining Trustees specifying the date such removal shall
become effective or by action taken by the holders of at least
seventy-five percent (75%) of the Shares then entitled to vote
in an election of such Trustee. Upon the resignation or removal
of a Trustee, each such resigning or removed Trustee 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 Series Property held in the name of such
resigning or removed Trustee. Upon the incapacity or death of
any Trustee, such Trustee's legal representative shall execute
and deliver on such Trustee's behalf such documents as the
remaining Trustees shall require as provided in the preceding
sentence.
    2.4 Vacancies. Whenever a vacancy in the Board of Trustees
shall occur, the remaining Trustees may, subject to the
requirements of the 1940 Act, fill such vacancy by appointing an
individual having the qualifications described in this Article
by a written instrument signed by a majority of the Trustees
then in office or by election by the Shareholders, or may leave
such vacancy unfilled or may reduce the number of Trustees
(provided the aggregate number of Trustees after such reduction
shall not be less than the minimum number required by Section
2.1 hereof). Any vacancy created by an increase in Trustees may
be filled by the appointment of an individual having the
qualifications described in this Article made by a written
instrument or resolution signed or approved by a majority of the
Trustees then in office or by election by the Shareholders. No
vacancy shall operate to annul this Declaration or to revoke any
existing authority or power existing pursuant to the terms of
this Declaration. Whenever a vacancy in the number of Trustees
shall occur, until such vacancy is filled as provided herein,
the Trustees in office, regardless of their number, shall have
all the powers granted to the Trustees and shall discharge all
the duties imposed upon the Trustees by this Declaration.
    2.5 Meetings. Meetings of the Trustees shall be held from
time to time upon the call of the Chairman, if any, or the
President or any two Trustees. Regular meetings of the Trustees
may be held without call or notice at a time and place fixed by
the By-Laws or by resolution of the Trustees. Notice of any
other meeting shall be given by the Secretary and shall be
delivered to the Trustees orally not less than 24 hours, or in
writing not less than 72 hours, before the meeting, but may be
waived in writing by any Trustee either before or after such
meeting. The attendance of a Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a
Trustee attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the
meeting has not been properly called or convened. A quorum for
all meetings of the Trustees shall be one-third, but no less
than two, of the Trustees. Unless provided otherwise in this
Declaration and except as required under the 1940 Act, any
action of the Trustees may be taken at a meeting by vote of a
majority of the Trustees present (a quorum being present) or
without a meeting by written consent of a majority of the
Trustees.
Any committee of the Trustees, including an executive committee,
if any, may act with or without a meeting. A quorum for all
meetings of any such committee shall be one-third, but not less
than two, of the members thereof. Unless provided otherwise in
this Declaration, any action of any such committee may be taken
at a meeting by vote of a majority of the members present (a
quorum being present) or without a meeting by written consent of
all of the members.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons in any action to
be taken may be counted for quorum purposes under this Section
and shall be entitled to vote to the extent not prohibited by
the 1940 Act.
All or any one or more Trustees may participate in a meeting of
the Trustees or any committee thereof by means of a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other;
participation in a meeting pursuant to any such communications
system shall constitute presence in person at such meeting.
    2.6 Trustee Action by Written Consent. Any action which may
be taken by Trustees by vote may be taken without a meeting if
that number of the Trustees, or members of a committee, as the
case may be, required for approval of such action at a meeting
of the Trustees or of such committee consent to the action in
writing and the written consents are filed with the records of
the meetings of Trustees. Such consent shall be treated for all
purposes as a vote taken at a meeting of Trustees.
    2.7 Officers. The Trustees shall elect a President, a
Secretary and a Treasurer and may elect a Chairman who shall
serve at the pleasure of the Trustees or until their successors
are elected. The Trustees may elect or appoint or may authorize
the Chairman, if any, or President to appoint such other
officers or agents with such powers as the Trustees may deem to
be advisable. The Chairman shall, and the President, Secretary
and Treasurer may, but need not, be a Trustee.

ARTICLE III
Powers and Duties of Trustees
    3.1 General. The Trustees shall owe to the Trust and its
Shareholders the same fiduciary duties as owed by directors of
corporations to such corporations and their stockholders under
the Delaware General Corporation Law. The Trustees shall have
exclusive and absolute control over the Series Property of each
Series and over the business of the Trust and any Series thereof
to the same extent as if the Trustees were the sole owners of
all such Series Property and business in their own right, but
with such powers of delegation as may be permitted by this
Declaration. The Trustees may perform such acts as in their sole
discretion are proper for conducting the business of the
Trust. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid power. The powers of the
Trustees may be exercised without order of or resort to any
court. No Trustee shall be obligated to give any bond or other
security for the performance of any of his duties or powers
hereunder.
    3.2 Investments. The Trustees shall have power, subject to
the Fundamental Policies in effect from time to time with
respect to the Trust, to:
        (a) manage, conduct, operate and carry on the business of
an investment company;
        (b) subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer,
exchange, distribute or otherwise deal in or dispose of any and
all sorts of property, tangible or intangible, including but not
limited to securities of any type whatsoever, whether equity or
non-equity, of any issuer, evidences of indebtedness of any
Person and any other rights, interests, instruments or property
of any sort and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all
such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to
exercise any of said rights, powers and privileges in respect of
any of said investments. The Trustees shall not be limited by
any law limiting the investments which may be made by
fiduciaries.
    3.3 Legal Title. Legal title to all the Series Property shall
be vested in the Trustees as joint tenants except that the
Trustees shall have power to cause legal title to any Series
Property to be held by or in the name of one or more of the
Trustees, or in the name of the Trust, or any Series thereof, or
in the name of any other Person as nominee, custodian or
pledgee, on such terms as the Trustees may determine, provided
that the interest of the Trust or any Series thereof therein is
appropriately protected.
The right, title and interest of the Trustees in the Series
Property shall vest automatically in each Person who may
hereafter become a Trustee upon his due election and
qualification. Upon the ceasing of any Person to be a Trustee
for any reason, such Person shall automatically cease to have
any right, title or interest in any of the Series Property, and
the right, title and interest of such Trustee in the Series
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.

    3.4 Issuance and Repurchase of Shares. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer,
and otherwise deal in, Shares, including Shares in fractional
denominations, shall have the power to establish from time to
time in accordance with the provisions of Section 6.2 and 6.3
hereof Series and Classes representing interests in the Trust or
a Series thereof and, subject to the more detailed provisions
set forth in Article VII, shall have the power to apply to any
such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the applicable
Series of the Trust whether capital or surplus or otherwise, to
the full extent now or hereafter permitted by the laws of the
State of Delaware governing business corporations.
    3.5 Borrow Money or Utilize Leverage. Subject to the
Fundamental Policies in effect from time to time, the Trustees
shall have the power to borrow money or otherwise obtain credit
or utilize leverage in connection with the activities of any
Series to the maximum extent permitted by law, regulation or
order and the Fundamental Policies of any Series and to secure
the same by mortgaging, pledging or otherwise subjecting as
security the assets of such Series, including the lending of
portfolio securities, and to endorse, guarantee, or undertake
the performance of any obligation, contract or engagement of any
other Person; provided, however, that the assets of any
particular Series shall not be used as security for any credit
extended solely or partially to one or more other Series and
that no assets of any other Series shall be charged with any
liability for such indebtedness.
    3.6 Delegation; Committees. The Trustees shall have the
power, consistent with their continuing exclusive authority over
the management of the Trust and the Series Property, to delegate
from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and
the execution of such instruments either in the name of the
Trust or the applicable Series or the names of the Trustees or
otherwise as the Trustees may deem expedient, to at least the
same extent as such delegation is permitted to directors of a
Delaware business corporation and is permitted by the 1940 Act,
as well as any further delegations the Trustees may determine to
be desirable, expedient or necessary in order to effect the
purpose hereof. The Trustees may designate one or more
committees which shall have all or such lesser portion of the
authority of the entire Board of Trustees as the Trustees shall
determine from time to time except to the extent action by the
entire Board of Trustees or particular Trustees is required by
the 1940 Act.
    3.7 Collection and Payment. The Trustees shall have power to
collect all property due to any Series of the Trust; to pay all
claims, including taxes, against any Series Property, the Trust
or any Series of the Trust, the Trustees or any officer,
employee or agent of the Trust; to prosecute, defend, compromise
or abandon any claims relating to any Series Property, the Trust
or any Series of the Trust, the Trustees or any officer,
employee or agent of the Trust; to foreclose any security
interest securing any obligations, by virtue of which any
property is owed to any Series of the Trust; and to enter into
releases, agreements and other instruments. Except to the extent
required for a Delaware business corporation, the Shareholders
shall have no power to vote as to whether or not a court action,
legal proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the
Trust, any Series or the Shareholders thereof.

    3.8 Expenses. The Trustees shall have power to incur and pay
out of the assets or income of any Series of the Trust, any
expenses which in the opinion of the Trustees are necessary or
appropriate to carry out any of the purposes of this
Declaration, and the business of any Series of the Trust, and to
pay reasonable compensation from the funds of each Series to
themselves as Trustees. The Trustees shall fix the compensation
of all officers, employees and Trustees. Subject to the 1940
Act, the Trustees may pay themselves such compensation for
special services, including legal, underwriting, syndicating and
brokerage services, as they in good faith may deem reasonable
and reimbursement for expenses reasonably incurred by themselves
on behalf of any Series. The Trustees shall have the power, as
frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in
advance or arrears, for charges of distribution, of the
custodian or transfer, shareholder servicing or similar agent of
such Series or Class, a pro rata amount as defined from time to
time by the Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends or distributions
owed such Shareholder and/or by reducing the number of shares in
the account of such Shareholder by that number of full and/or
fractional Shares which represents, at the net asset value
thereof, the outstanding amount of such charges due from such
Shareholder.
    3.9 By-Laws. The Trustees shall have the exclusive authority
to adopt and from time to time amend or repeal By-Laws for the
conduct of the business of the Trust.
    3.10 Miscellaneous Powers. The Trustees shall have the power
to: (a) employ or contract with such Persons as the Trustees may
deem desirable for the transaction of the business of any
Series; (b) enter into joint ventures, partnerships and any
other combinations or associations; (c) purchase, and pay for
out of Series Property, insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, investment
advisors, distributors, selected dealers or independent
contractors of any Series against all claims arising by reason
of holding any such position or by reason of any action taken or
omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have
the power to indemnify such Person against such liability; (d)
establish pension, profit-sharing, share purchase, and other
retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (e) make donations,
irrespective of benefit to the Trust, for charitable, religious,
educational, scientific, civic or similar purposes; (f) to the
extent permitted by applicable law, indemnify any Person with
whom any Series has dealings, including without limitation any
investment advisor, administrator, manager, transfer agent,
custodian, distributor or selected dealer, or any other Person
as the Trustees may see fit to such extent as the Trustees shall
determine; (g) guarantee indebtedness or contractual obligations
of others; (h) determine and change the fiscal year of the Trust
and the method in which its accounts shall be kept; and (i)
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.
    3.11 Further Powers. The Trustees shall have the power to
conduct the business of the Trust or any Series of the Trust or
any Class thereof and carry on its operations in any and all of
its branches and maintain offices both within and without the
State of Delaware, in any and all states of the United States of
America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, possessions,
agencies or instrumentalities of the United States of America
and of foreign governments, and to do all such other things and
execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust or any
Series of the Trust or any Class thereof although such things
are not herein specifically mentioned. Any determination as to
what is in the interests of the Trust or any Series of the Trust
or any Class thereof made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court
order to deal with any Series Property.
ARTICLE IV
Advisory, Management and Distribution Arrangements
    4.1 Advisory and Management Arrangements. Subject to the
requirements of applicable law as in effect from time to time,
the Trustees may in their discretion from time to time enter
into advisory, administration or management contracts
(including, in each case, one or more sub-advisory, sub-
administration or sub-management contracts) whereby the other
party to any such contract shall undertake to furnish the
Trustees such advisory, administrative and management services,
with respect to the Trust as the Trustees shall from time to
time consider desirable and all upon such terms and conditions
as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration,
the Trustees may authorize any advisor, administrator or manager
(subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect investment
transactions with respect to the assets on behalf of the
Trustees to the full extent of the power of the Trustees to
effect such transactions or may authorize any officer, employee
or Trustee to effect such transactions pursuant to
recommendations of any such advisor, administrator or manager
(and all without further action by the Trustees). Any such
investment transaction shall be deemed to have been authorized
by all of the Trustees.
    4.2 Distribution Arrangements. Subject to compliance with the
1940 Act, the Trustees may retain a distributor to sell Shares
of the Trust or any Series. The Trustees may in their discretion
from time to time enter into one or more contracts, providing
for the sale of the Shares of the Trust or any Series, whereby
the Trust may either agree to sell such Shares to the other
party to the contract or appoint such other party its sales
agent for such Shares. In either case, the contract shall be on
such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of
this Article IV or the By-Laws; and such contract may also
provide for the repurchase or sale of Shares of the Trust or
Series by such other party as principal or as agent of the
Trust.
    4.3 Parties to Contract. Any contract of the character
described in Sections 4.1 and 4.2 of this Article IV or in
Article VII hereof may be entered into with any Person, although
one or more of the Trustees, officers or employees of the Trust
may be an officer, director, trustee, shareholder, or member of
such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any Person holding such
relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of said
contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered
into was reasonable and fair and not inconsistent with the
provisions of this Article IV or the By-Laws. The same Person
may be the other party to contracts entered into pursuant to
Sections 4.1 and 4.2 above or Article VII, and any individual
may be financially interested or otherwise affiliated with
Persons who are parties to any or all of the contracts mentioned
in this Section 4.3.
ARTICLE V
Limitations of Liability and Indemnification
    5.1 No Personal Liability of Shareholders, Trustees, etc. No
Shareholder of the Trust shall be subject in such capacity to
any personal liability whatsoever to any Person in connection
with Series Property or the acts, obligations or affairs of the
Trust. Shareholders shall have the same limitation of personal
liability as is extended to stockholders of a private
corporation for profit incorporated under the Delaware General
Corporation Law. No Trustee, officer, employee or agent of the
Trust or any Series of the Trust shall be subject in such
capacity to any personal liability whatsoever to any Person,
other than the Trust or the respective Series or the
Shareholders, in connection with Series Property or the affairs
of the Trust or the respective Series, save only liability to
the Trust or its Shareholders arising from bad faith, willful
misfeasance, gross negligence or reckless disregard for his duty
to such Person; and, subject to the foregoing exception, all
such Persons shall look solely to the Series Property of the
affected Series for satisfaction of claims of any nature arising
in connection with the affairs of the Trust. If any Shareholder,
Trustee or officer, as such, of the Trust, is made a party to
any suit or proceeding to enforce any such liability, subject to
the foregoing exception regarding Trustees and officers, he
shall not, on account thereof, be held to any personal
liability. Any repeal or modification of this Section 5.1 shall
not adversely affect any right or protection of a Trustee or
officer of the Trust existing at the time of such repeal or
modification with respect to acts or omissions occurring prior
to such repeal or modification.
    5.2 Mandatory Indemnification.
        (a) The Trust hereby agrees, solely out of the assets of
the affected Series, to indemnify each Person who at any time
serves as Trustee or officer of the Trust (each such Person
being an "indemnitee") against any liabilities and expenses,
including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and reasonable counsel
fees reasonably incurred by such indemnitee in connection with
the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or investigative body in which he may be or may
have been involved as a party or otherwise or with which he may
be or may have been threatened, while acting in any capacity set
forth above in this Article V by reason of his having acted in
any such capacity, except with respect to any matter as to which
he shall not have acted in good faith in the reasonable belief
that his action was in the best interest of the Trust or the
respective Series of the Trust and furthermore, in the case of
any criminal proceeding, as to which he shall have had
reasonable cause to believe that the conduct was unlawful,
provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any Person or any expense of
such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence, or (iv) reckless
disregard of the duties involved in the conduct of his
position. Notwithstanding the foregoing, with respect to any
action, suit or other proceeding voluntarily prosecuted by any
indemnitee as plaintiff, indemnification shall be mandatory only
if the prosecution of such action, suit or other proceeding by
such indemnitee was (1) authorized by a majority of the Trustees
or (2) was instituted by the indemnitee to enforce his or her
rights to indemnification hereunder in a case in which the
indemnitee is found to be entitled to such indemnification. The
rights to indemnification set forth in this Declaration shall
continue as to a Person who has ceased to be a Trustee or
officer of the Trust and shall inure to the benefit of his or
her heirs, executors and personal and legal representatives. No
amendment or restatement of this Declaration or repeal of any of
its provisions shall limit or eliminate any of the benefits
provided to any Person who at any time is or was a Trustee or
officer of the Trust or otherwise entitled to indemnification
hereunder in respect of any act or omission that occurred prior
to such amendment, restatement or repeal.
        (b) Notwithstanding the foregoing, no indemnification
shall be made hereunder unless there has been a determination
(1) by a final decision on the merits by a court or other body
of competent jurisdiction before whom the issue of entitlement
to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (2) in the absence of
such a decision, by (i) a majority vote of a quorum (being one-
third of such Trustees) of those Trustees who are neither
Interested Persons of the Trust nor parties to the proceeding
("Disinterested Non-Party Trustees"), that the indemnitee is
entitled to indemnification hereunder, or (ii) if such quorum is
not obtainable or even if obtainable, if such majority so
directs, independent legal counsel in a written opinion conclude
that the indemnitee should be entitled to indemnification
hereunder. All determinations to make advance payments in
connection with the expense of defending any proceeding shall be
authorized and made in accordance with the immediately
succeeding paragraph (c) below.
        (c) The Trust shall make advance payments in connection
with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust receives
a written affirmation by the indemnitee of the indemnitee's good
faith belief that the standards of conduct necessary for
indemnification have been met and a written undertaking to
reimburse the Trust unless it is subsequently determined that
indemnitee is entitled to such indemnification and if a majority
of the Trustees determine that the applicable standards of
conduct necessary for indemnification appear to have been
met. In addition, at least one of the following conditions must
be met: (1) the indemnitee shall provide adequate security for
his undertaking, (2) the Trust shall be insured against losses
arising by reason of any lawful advances, or (3) a majority of a
quorum of the Disinterested Non-Party Trustees, or if a majority
vote of such quorum so directs, independent legal counsel in a
written opinion, shall conclude, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that
there is substantial reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
        (d) The rights accruing to any indemnitee under these
provisions shall not exclude any other right which any person
may have or hereafter acquire under this Declaration, the By-
Laws of the Trust, any statute, agreement, vote of stockholders
or Trustees who are "disinterested persons" (as defined in
Section 2(a)(19) of the 1940 Act) or any other right to which he
or she may be lawfully entitled.

        (e) Subject to any limitations provided by the 1940 Act
and this Declaration, the Trust shall have the power and
authority, solely out of the assets of the affected Series, to
indemnify and provide for the advance payment of expenses to
employees, agents and other Persons providing services to the
Trust or serving in any capacity at the request of the Trust to
the full extent as corporations organized under the Delaware
General Corporation Law may indemnify or provide for the advance
payment of expenses for such Persons provided that such
indemnification has been approved by a majority of the Trustees.
    5.3 No Duty of Investigation; Notice in Trust Instruments,
etc. No purchaser, lender, transfer agent or other Person
dealing with the Trustees or with any officer, employee or agent
of the Trust or any Series of the Trust or Class thereof shall
be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the application of
money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every
obligation, contract, undertaking, instrument, certificate,
Share, other security of the Trust or any Series of the Trust,
and every other act or thing whatsoever executed in connection
with the Trust or any Series of the Trust shall be conclusively
taken to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in
their capacity as officers, employees or agents of the
Trust. The Trustees may maintain insurance for the protection of
the Series Property, the Shareholders of each Series, Trustees,
officers, employees and agents in such amount as the Trustees
shall deem adequate to cover possible liability, and such other
insurance as the Trustees in their sole judgment shall deem
advisable or is required by the 1940 Act.
    5.4 Reliance on Experts, etc. Each Trustee and officer or
employee of the Trust or any Series of the Trust shall, in the
performance of his duties, be fully and completely justified and
protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other
records of the Trust or any Series of the Trust or Class
thereof, upon an opinion of counsel, or upon reports made to the
Trust or any Series thereof by any of the Trust's officers or
employees or by any advisor, administrator, manager,
distributor, selected dealer, accountant, appraiser or other
expert or consultant selected with reasonable care by the
Trustees, officers or employees of the Trust, regardless of
whether such counsel or other expert may also be a Trustee.
ARTICLE VI
Shares of Beneficial Interest
    6.1 Beneficial Interest. The interest of the beneficiaries
hereunder shall be represented by an unlimited number of
transferable shares of beneficial interest, par value $.001 per
share. All Shares issued in accordance with the terms hereof,
including, without limitation, Shares issued in connection with
a dividend in Shares or a split of Shares, shall be fully paid
when the consideration determined by the Trustees (if any)
therefor shall have been received by the Trust. The power to
make certain changes against Shareholders and their Shares shall
not be considered assessments for the foregoing purpose.
    6.2 Series Designation. The Trustees, in their discretion
from time to time, may authorize the reclassification of Shares
into one or more Series, each Series relating to a separate
portfolio of investments and each of which Series shall be a
separate and distinct sub-trust of the Trust. Each Series so
established hereunder shall be deemed to be a separate trust
under the provisions of Delaware law. The Trustees shall have
exclusive power without the requirement of Shareholder approval
to establish and designate such separate and distinct Series and
to fix and determine the relative rights and preferences as
between the different Series. The establishment and designation
of any Series shall be effective upon the execution or approval
by a majority of the Trustees of an instrument or resolution
setting forth the establishment and designation of such Series
(or when authorized to do so, by any officer of the Trust
pursuant to the vote of a majority of the Trustees of the
Trust). Such instrument shall also set forth any rights and
preferences of such Series which are in addition to the rights
and preferences of Shares set forth in this Declaration. At any
time that there are no Shares outstanding of any particular
Series previously established and designated, the Trustees may
by an instrument or resolution executed or approved by a
majority of their number abolish or alter that Series and the
establishment and designation thereof. Each instrument referred
to in this paragraph shall have the status of an amendment to
this Declaration.
    6.3 Class Designation. The Trustees, in their discretion from
time to time, may authorize the reclassification of Shares of
any Series into one or more Classes of Shares all the assets of
which Series shall remain commingled and not allocated among the
different Classes thereof. The Trustees shall have exclusive
power without the requirement of Shareholder approval to
establish and designate such separate and distinct Classes and
to fix and determine the relative rights, terms, conditions and
expenses applicable to each Class of Shares to the maximum
extent permitted by the 1940 Act. The establishment and
designation of any Class of Shares shall be effective upon the
execution or approval by a majority of the Trustees of an
instrument or resolution setting forth the establishment and
designation of such Class (or when authorized to do so, by an
officer of the Trust pursuant to the vote of a majority of the
Trustees of the Trust). At any time that there are no Shares
outstanding of any particular Class previously established and
designated, the Trustees may, by an instrument or resolution
executed or approved by a majority of the Trustees, abolish or
alter that Class and the establishment and designation thereof.
    6.4 Description of Shares. If the Trustees shall create sub-
trusts and reclassify the Shares into one or more Series or
create Classes of Shares, the following provisions shall be
applicable:
        (a) Number of Shares. The number of Shares of each Series
or Class that may be issued shall be unlimited. The Trustees
may, but shall not be required to, classify or reclassify any
unissued Shares or any Shares previously issued and reacquired
of any Series or Class into one or more Series or Classes that
may be established and designated from time to time. The
Trustees may, but shall not be required to, hold as treasury
Shares (of the same or some other Series or Class), reissue for
such consideration and on such terms as they may determine, or
cancel any Shares of any Series or Class reacquired by the Trust
at their discretion from time to time.
        (b) Investment of Property. The power of the Trustees to
invest and reinvest the Series Property of each Series that may
be established shall be governed by Section 3.2 of this
Declaration.

        (c) Allocation of Assets. All consideration received by
the Trust for the issue or sale of Shares of a particular Series
or Class of such Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any
funds or payment derived from any reinvestment of such proceeds
in whatever form the same may be, together with such Series' or
Class's share of any other assets of the Trust, shall be held by
the Trustees and Trust for the benefit of the Shareholders of
such Series and, subject to the rights of creditors of such
Series only, shall irrevocably belong to that Series for all
purposes, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income,
earnings, profits, and proceeds thereof, funds or payments which
are not readily identifiable as belonging to any particular
Series, such assets shall be allocated among the Series in
proportion to their net assets as a proportion of the total net
assets of the Trust unless the Trustees shall have affirmatively
allocated them among any one or more of the Series established
and designated from time to time in any other manner or basis as
they, in their sole discretion, deem fair and equitable, and
anything so allocated to a Series shall subject to the rights of
creditors of such Series only, belong to such Series for all
purposes. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series for all purposes.
        (d) Allocation of Liabilities. The assets belonging to
each particular Series or attributable to each particular Class
of such Series shall be charged with the liabilities of the
Trust in respect of that Series or Class and with all expenses,
costs, charges and reserves attributable to that Series or
Class, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as
being attributable to any particular Series or Class shall be
allocated and charged against assets of the Series and Classes
of each Series in proportion to their net assets as a proportion
of the total net assets of the Trust unless the Trustees shall
have affirmatively allocated them among any one or more of the
Series or Classes established and designated from time to time
in any other manner or basis as the Trustees in their sole
discretion deem fair and equitable; provided that any
incremental expenses allocated to one or more Classes of Shares
on a basis other than the relative net asset values of the
respective Classes shall be allocated in a manner consistent
with the 1940 Act. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive
and binding upon the Shareholders and creditors of all Series
and Classes for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items
as capital, and each such determination and allocation shall be
conclusive and binding upon the Shareholders and creditors of
all Series and Classes for all purposes. Under no circumstances
shall the assets allocated or belonging to a particular Series
or attributable to a particular Class be charged with any
liabilities attributable to another Series or Class. Any
creditor may look only to the assets of the particular Series
with respect to which such Person is a creditor for satisfaction
of such creditor's debt.
        (e) Dividends. The power of the Trust to pay dividends and
make distributions with respect to any one or more Series shall
be governed by Section 9.2 of this Trust. Dividends and
distributions on Shares of a particular Series may be paid with
such frequency as the Trust may determine, which may be daily or
otherwise, pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trust may
determine, to the holders of Shares of that Series, from such of
the income and capital gains, accrued or realized, from the
assets belonging to that Series, as the Trust may determine,
after providing for actual and accrued liabilities belonging to
that Series. All dividends and distributions on each Class of a
Series shall be distributed pro rata to the holders of Shares of
that Class in proportion to the number of Shares of that Class
held by such holders at the date and time of record established
for the payment of such dividends or distributions, and such
dividends and distributions need not be pro rata with respect to
dividends and distributions paid to Shares of any other Class of
such Series. Dividends and distributions shall be paid with
respect to Shares of a given Class only out of lawfully
available assets attributable to such Class.
    6.5 Rights of Shareholders. The Shares shall be personal
property giving only the rights in this Declaration specifically
set forth. The ownership of the Series Property of every
description and the right to conduct any business herein before
described are vested exclusively in the Trustees, and the
Shareholders shall have no interest therein other than the
beneficial interest conferred by their Shares, with respect to a
particular Series or Class 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, subject to the right of
the Trustees to charge certain expenses directly to
Shareholders, as provided in the last sentence of Section 3.8,
suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall not entitle the holder to preference,
preemptive, appraisal, conversion or exchange rights (except as
specified in Section 11.4 or as specified by the Trustees in the
designation or redesignation of any Series or Class thereof).
    6.6 Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the
Trustees and each Shareholder from time to time. It is not the
intention of the Trustees to create a general partnership,
limited partnership, joint stock association, corporation,
bailment or any form of legal relationship other than a
trust. Nothing in this Declaration shall be construed to make
the Shareholders, either by themselves or with the Trustees,
partners, members or shareholders of any such entity.
    6.7 Issuance of Shares. The Trustees, in their discretion,
may from time to time without the vote of the Shareholders issue
Shares with respect to any Series that may have been established
pursuant to Section 6.2, 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 determine, 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. The Trustees may from time to time
divide or combine the Shares of any Series into a greater or
lesser number without thereby changing the proportionate
beneficial interest in such Series of the Trust. Issuances and
redemptions of Shares may be made in whole Shares and/or
l/l,000ths of a Share or multiples thereof as the Trustees may
determine.
    6.8 Register of Shares. One or more registers shall be kept
at the offices of the Trust or any transfer agent duly appointed
by the Trustees under the direction of the Trustees which shall
contain the names and addresses of the Shareholders and the
number of Shares of each Series and Class thereof held by them
respectively and a record of all transfers thereof. Such
registers shall be conclusive as to who are the holders of the
Shares of the applicable Series and Classes thereof and who
shall be entitled to receive dividends or distributions or
otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend
or distribution, nor to have notice given to him as herein
provided, until he or she has given his or her address to a
transfer agent or such other officer or agent of the Trustees as
shall keep the register for entry thereon. It is not
contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the
issuance of share certificates and promulgate appropriate fees
therefore and rules and regulations as to their use.
    6.9 Transfer Agent and Registrar. The Trustees shall have
power to employ a transfer agent or transfer agents, and a
registrar or registrars, with respect to the Shares. The
transfer agent or transfer agents may keep the applicable
register and record therein, the original issues and transfers,
if any, of the said Shares. Any such transfer agents and/or
registrars shall perform the duties usually performed by
transfer agents and registrars of certificates of stock in a
corporation, as modified by the Trustees.
    6.10 Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by its
agent thereto duly authorized in writing, upon delivery to the
Trustees or a transfer agent of the Trust of a duly executed
instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of
other matters as may reasonably be required. Upon such delivery
the transfer shall be recorded on the applicable register of the
Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes
hereof and neither the Trustees nor any transfer agent or
registrar nor any officer, employee or agent of the Trust shall
be affected by any notice of the proposed transfer. Except as
otherwise determined by the Trustees, no holders of any Shares
or any Series or Class may sell or otherwise transfer for value
any Shares to any Person other than the Trust upon redemption
thereof.
Any Person becoming entitled to any Shares in consequence of the
death, bankruptcy, or incompetence of any Shareholder, or
otherwise by operation of law, shall be recorded on the
applicable register of Shares as the holder of such Shares upon
production of the proper evidence thereof to the Trustees or a
transfer agent of the Trust, but until such record is made, the
Shareholder of record shall be deemed to be the holder of such
for all purposes hereof, and neither the Trustees nor any
transfer agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy
or incompetence, or other operation of law.
    6.11 Notices. Any and all notices to which any Shareholder
hereunder may be entitled and any and all communications shall
be deemed duly served or given if mailed, postage prepaid,
addressed to any Shareholder of record at his last known address
as recorded on the applicable register of the Trust.
ARTICLE VII
Custodians
    7.1 Appointment and Duties. The Trustees shall at all times
employ a custodian or custodians, meeting the qualifications for
custodians for portfolio securities of investment companies
contained in the 1940 Act, as custodian with respect to the
assets of the Trust or any Series. Any custodian shall have
authority as agent of the Trust or Series with respect to which
it is acting as determined by the custodian agreement or
agreements, but subject to such
restrictions, limitations and other requirements, if any, as may
be contained in the By-Laws of the Trust and the 1940 Act:
             (1) to hold the securities owned by the Trust or
Series and deliver the same upon written order;
             (2) to receive any receipt for any moneys due to the
Trust or Series and deposit the same in its own banking
department (if a bank) or elsewhere as the Trustees may direct;
             (3) to disburse such funds upon orders or vouchers;
             (4) if authorized by the Trustees, to keep the books
and accounts of the Trust and furnish clerical and accounting
services; and
             (5) if authorized to do so by the Trustees, to
compute the net income or net asset value of the Trust or
Series;
all upon such basis of compensation as may be agreed upon
between the Trustees and the custodian.
The Trustees may also authorize each 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 meet the qualifications for
custodians contained in the 1940 Act.
    7.2 Central Certificate System. 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 or Series 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
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.
ARTICLE VIII
Redemption
    8.1 Redemptions. All outstanding Shares of any Series of the
Trust or any Class thereof may be redeemed at the option of the
holders thereof, upon and subject to the terms and conditions
provided in this Article VIII. The Trust shall, upon application
by any Shareholder or pursuant to authorization from any
Shareholder of a particular Series or Class, redeem or
repurchase from such Shareholder outstanding Shares of such
Series or Class for an amount per share determined by the
application of a formula adopted for such purpose by the
Trustees with respect to such Series or Class (which formula
shall be consistent with the 1940 Act); provided that (a) such
amount per share shall not exceed any limitations imposed under
applicable law and (b) if so authorized by the Trustees, the
Trust may, at any time and from time to time, charge fees for
effecting such redemption, at such rates as the Trustees may
establish, as and to the extent permitted under the 1940 Act,
and may, at any time and from time to time, pursuant to such
Act, suspend such right of redemption. The procedures for
effecting redemption shall be as set forth in the Prospectus
with respect to the applicable Series or Class from time to
time. The proceeds of the redemption of Shares shall be paid in
cash or property (tangible or intangible) or any combination
thereof in the sole discretion of the Trustees or, if not
determined by them, the Trust's investment advisor.
    8.2 Disclosure of Holding. The holders of Shares or other
securities of the Trust shall upon demand disclose to the
Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Trust as
the Trustees deem necessary to comply with the provisions of the
Code or any other applicable laws.
    8.3 Redemptions of Small Accounts. The Trustees shall have
the power to redeem shares of any Series or Class in any or all
accounts at a redemption price determined in accordance with
Section 8.1 above, (a) if at any time the total investment in
such account does not have a value of at least such minimum
amount as may be specified in the Prospectus for such Series or
Class from time to time, (b) as provided by Section 3.8, or (c)
to the extent a Shareholder or other Person beneficially owns
Shares equal to or in excess of a percentage of Shares of the
Trust or any Series or Class determined from time to time by the
Trustees and specified in the applicable Prospectus. In the
event the Trustees determine to exercise their power to redeem
Shares provided in subsection (a) of this Section 8.3, the
Shareholder shall be notified that the value of his account is
less than the applicable minimum amount and shall be allowed 30
days to make an appropriate investment before redemption is
processed.
ARTICLE IX
Determination of Net Asset Value Net Income and Distributions
    9.1 Net Asset Value. The value of the assets of the Trust or
any Series of the Trust or any Class of such Series, the amount
of liabilities of the Trust or any Series of the Trust or any
Class of such Series and the net asset value of each outstanding
Share of any Series or Class shall be determined at such time or
times and on such days as the Trustees may determine in
accordance with the 1940 Act. The method of determination of net
asset value shall be determined by the Trustees. The power and
duty to value the assets and liabilities of the Trust and make
net asset value determinations and calculations may be delegated
by the Trustees.
    9.2 Distributions to Shareholders.
        (a) The Trust shall from time to time distribute among the
Shares such proportion of the net profits, surplus (including
paid-in surplus), capital, or assets held by the Trustees as
they or any Persons to whom they delegate such determination may
deem proper or as may otherwise be determined in the instrument
setting forth the terms of such Series or Class of Shares, which
need not be ratable with respect to distributions in respect of
Shares of any other Class. Such distributions may be made in
cash or property (including without limitation any type of
obligations of the Trust or any assets thereof) or any
combination thereof.

        (b) Distributions may be made to the Shareholders of
record entitled to such distribution at the time such
distribution is declared or at such later date as shall be
determined by the Trust prior to the date of payment.
        (c) The Trust may always retain from any source such
amount as the Trustees or their delegee may deem necessary to
pay the debts or expenses of the Trust or to meet obligations of
the Trust, or as the Trustees or their delegee otherwise may
deem desirable to use in the conduct of its affairs or to retain
for future requirements or extensions of the business of the
Trust.
    9.3 Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article IX, the Trustees may
prescribe, in their absolute discretion except as may be
required by the 1940 Act, such other bases and times for
determining the per share asset value of the Trust's Shares or
net income, or the declaration and payment of dividends and
distributions as they may deem necessary or desirable for any
reason, including to enable the Trust to comply with any
provision of the 1940 Act, or any securities exchange or
association registered under the Securities Exchange Act of
1934, or any order of exemption issued by the Commission, all as
in effect now or hereafter amended or modified.
ARTICLE X
Shareholders
    10.1 Meetings of Shareholders. A meeting of Shareholders may
be called at any time by a majority of the Trustees or the
President and shall be called by any Trustee for any proper
purpose upon written request of Shareholders of the Trust
holding in the aggregate not less than 51% of the outstanding
Shares of the Trust, or the class or series of Shares having
voting rights on the matter, such request specifying the purpose
or purposes for which such meeting is to be called. Any
Shareholder meeting shall be held within or without the State of
Delaware on such day and at such time as the Trustees shall
designate. The Trust shall not be required to hold annual
meetings of the Shareholders.
    10.2 Voting. Shareholders shall have no power to vote on any
matter except matters on which a vote of Shares is expressly
required by applicable law, this Declaration or resolution of
the Trustees. In particular, no amendment of this declaration,
merger, consolidation, share exchange or sale of assets of the
Trust or any Series thereof, conversion of the Trust to any
other form of organization or any other action of the Trust or
Series thereof shall require any vote or other approval of any
of the Shareholders except as provided by the foregoing
sentence. Any matter required to be submitted for approval of
any of the Shares and affecting more than one Series or Class
shall require approval by the required vote of Shares of the
affected Series or Classes voting together as a single Series or
Class and, if such matter affects one or more Series or Class
thereof differently from one or more other Series or Class,
approval, to the extent provided by applicable law, this
Declaration or resolution of the Trustees, by the required vote
of Shares of each such Series or Class voting as a separate
Series or Class shall be required in order to be approved with
respect to such Series or Class; provided, however, that except
to the extent required by the 1940 Act, there shall be no
separate class votes on the election or removal of Trustees or
the selection of auditors for the Trust and its
Series. Shareholders of a particular Series shall not be
entitled to vote on any matter that affects the rights or
interests of only one or more other Series. There shall be no
cumulative voting in the election or removal of Trustees.

    10.3 Notice of Meeting and Record Date. Notice of all
meetings of Shareholders, stating the time, place and purposes
of the meeting, shall be given by the Trustees by mail to each
Shareholder of record entitled to vote thereat at its registered
address, mailed at least 10 days and not more than 90 days
before the meeting or otherwise in compliance with applicable
law. Only the business stated in the notice of the meeting shall
be considered at such meeting. Any adjourned meeting may be held
as adjourned one or more times without further notice not later
than 120 days after the record date. For the purposes of
determining the Shareholders who are entitled to notice of and
to vote at any meeting the Trustees may, without closing the
transfer books, fix a date not more than 90 nor less than 10
days prior to the date of such meeting of Shareholders as a
record date for the determination of the Persons to be treated
as Shareholders of record for such purposes.
    10.4 Quorum and Required Vote.
        (a) The holders of a majority of the Shares entitled to
vote on any matter at a meeting present in person or by proxy
shall constitute a quorum at such meeting of the Shareholders
for purposes of conducting business on such matter. The holders
of a majority of the outstanding Shares of the affected Series
or Classes on the record date present in person or by proxy
shall constitute a quorum at any meeting of the Shareholders for
purposes of conducting business on which a vote of Shareholders
of such Series or Classes is being taken. Shares underlying a
proxy as to which a broker or other intermediary states its
absence of authority or lack of instruction to vote with respect
to one or more matters or fails to abstain or vote on or against
one or more matters shall be treated as present for purposes of
establishing a quorum or proportion of shares voted for taking
action on any such matter only to the extent so determined by
the Trustees at or prior to the meeting of Shareholders at which
such matter is to be considered.
        (b) Subject to any provision of applicable law, this
Declaration or a resolution of the Trustees specifying or
requiring a greater or lesser vote requirement for the
transaction of any matter of business at any meeting of
Shareholders, (i) the affirmative vote of a plurality of the
Shares entitled to vote for the election of any Trustee or
Trustees shall be the act of such Shareholders with respect to
the election of such Trustee or Trustees, (ii) the affirmative
vote of a majority of the Shares present in person or
represented by proxy on any other matter and entitled to vote on
such matter shall be the act of the Shareholders with respect to
such matter, and (iii) where a separate vote of any Series or
Class is required on any matter, the affirmative vote of a
majority of the Shares of such Series or Class present in person
or represented by proxy on such matter and entitled to vote on
such matter shall be the act of the Shareholders of such Series
or Class with respect to such matter.
    10.5 Proxies, etc. At any meeting of Shareholders, any holder
of Shares entitled to vote thereat may vote by properly executed
proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Secretary, or
with such other officer or agent of the Trust as the Secretary
may direct, for verification prior to the time at which such
vote shall be taken. Pursuant to a resolution of a majority of
the Trustees, proxies may be solicited in the name of one or
more Trustees or one or more of the officers or employees of the
Trust. No proxy shall be valid after the expiration of 11 months
from the date thereof, unless otherwise provided in the proxy.
Only Shareholders of record shall be entitled to vote. Each full
Share shall be entitled to one vote and fractional Shares shall
be entitled to a vote of such fraction. When any Share is held
jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Share, but if
more than one of them shall be present at such meeting in person
or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be
received in respect of such Share. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. If the holder
of any such Share is a minor or a person of unsound mind, and
subject to guardianship or to the legal control of any other
person as regards the charge or management of such Share, he may
vote by his guardian or such other person appointed or having
such control, and such vote may be given in person or by proxy.
The Trustees shall have the authority to make and modify from
time to time regulations regarding the validity of proxies. In
addition to signed proxies, such regulations may authorize
facsimile, telephonic, internet and other methods of appointing
a proxy that are subject to such supervision by or under the
direction of the Trustees as the Trustees shall determine.
    10.6 Reports. The Trustees shall cause to be prepared and
sent to Shareholders at least annually and more frequently to
the extent and in the form required by law, regulation a report
of operations containing financial statements of the Trust
prepared in conformity with generally accepted accounting
principles and an opinion of an independent public accountant on
such financial statements. Separate reports may be prepared for
the various Series. Copies of such reports shall be mailed to
all Shareholders of record of the applicable Series within the
time required by the 1940 Act, and in any event within a
reasonable period preceding the meeting of Shareholders. The
Trustees may prepare and send to Shareholders of any Series or
Class any other reports.
    10.7 Inspection of Records. The records of the Trust shall be
open to inspection by Persons who have been holders of record of
at least $25,000 in net asset value or liquidation preference of
Shares for a continuous period of not less than six months to
the same extent and for the same purposes as is permitted under
the Delaware General Corporation Law to shareholders of a
Delaware business corporation.
    10.8 Shareholder Action by Written Consent. Any action which
may be taken by Shareholders by vote may be taken without a
meeting if the holders entitled to vote thereon of the
proportion of Shares required for approval of such action at a
meeting of Shareholders pursuant to Section 10.4 consent to the
action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consent shall be
treated for all purposes as a vote taken at a meeting of
Shareholders.
ARTICLE XI
Duration; Termination of Trust; Amendment; Mergers, Etc.
    11.1 Duration. Subject to possible termination in accordance
with the provisions of Section 11.2 hereof, the Trust created
hereby shall have perpetual existence.

    11.2 Termination.
        (a) The Trust or any Series may be dissolved by the
affirmative vote of a majority of the Trustees, and without any
vote of the Shareholders thereof except as may be required by
the 1940 Act. Upon the dissolution of the Trust or any Series:
             (i) The Trust or such Series 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 or such Series and all of the powers of the
Trustees under this Declaration shall continue until the affairs
of the Trust or such Series shall have been wound up, including
the power to fulfill or discharge the contracts of the Trust or
such Series, collect its assets, sell, convey, assign, exchange,
merge where the Trust is not the survivor, transfer or otherwise
dispose of all or any part of the remaining Series Property to
one or more Persons at a public or private sale for
consideration which may consist in whole or in part in 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, merger in which the Trust is not the survivor,
transfer or other disposition of all or substantially all of the
property of the Trust or any Series Property shall require
approval of the principal terms of the transaction and the
nature and amount of the consideration with the same vote as
required for dissolution pursuant to paragraph (a) above.
             (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
Series Property of any Series, in cash or in kind or partly in
each, among the Shareholders of such Series according to their
respective rights.
        (b) After the winding up and termination of the Trust or
any Series 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 shall execute and file a
certificate of cancellation with the Secretary of State of the
State of Delaware. Upon termination of the Trust, the Trustees
shall thereupon be discharged from all further liabilities and
duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease.
Upon termination of any Series, the Trustees shall thereunder be
discharged from all further liabilities and duties with respect
to such Series, and the rights and interests of all Shareholders
of such Series shall thereupon cease.
    11.3 Amendment Procedure.
        (a) Subject to Section 11.3(b), this Declaration may be
amended in any respect by the affirmative vote or approval in
writing of two-thirds of the Trustees and without any vote of
the Shareholders of the Trust or any Series or Class except as
may be required by the 1940 Act.

        (b) 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. Expenses of the Trust charged directly to
Shareholders pursuant to Section 3.8 hereof or fees or sales
charges payable upon or in connection with redemptions of Shares
pursuant to Section 8.1 hereof shall not constitute
"assessments" for purposes of this Section 11.3(b).
        (c) An amendment duly adopted by the requisite approval of
the Board of Trustees and, if required, Shareholders as
aforesaid, shall become effective at the time of such adoption
or at such other time as may be designated by the Board of
Trustees or Shareholders, as the case may be. A certification
signed by a majority of the Trustees setting forth an amendment
and reciting that it was duly adopted by the Trustees and, if
required, Shareholders as aforesaid, or a copy of the
Declaration, as amended, and executed by a majority of the
Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust or at such other time
designated by the Board.
Notwithstanding any other provision hereof, until such time as
Shares are issued and outstanding, this Declaration may be
terminated or amended in any respect by the affirmative vote of
a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
    11.4 Merger, Consolidation and Sale of Assets. The Trust or
any Series may merge or consolidate with any other corporation,
association, trust or other organization or any Series, sub-
trust or other designated portion thereof or may sell, lease or
exchange all or substantially all of the property of the Trust
or any Series Property including its good will or may acquire
all or substantially all of the property of any other
corporation, association, trust or other organization or any
series, sub-trust or other designated portion thereof, upon such
terms and conditions and for such consideration when and as
authorized by two-thirds of the Trustees and without any vote by
the Shareholders of the Trust or any Series or Class except as
may be required by the 1940 Act, and any such merger,
consolidation, sale, lease, exchange or purchase shall be
determined for all purposes to have been accomplished under and
pursuant to the statutes of the State of Delaware.
    11.5 Subsidiaries. Without approval by Shareholders, the
Trustees may cause to be organized or assist in organizing one
or more corporations, trusts, partnerships, associations or
other organizations 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 to sell, convey and transfer
all or a portion of the Trust Property or Series Property to any
such corporation, trust, limited liability company, association
or organization in exchange for the shares or securities
thereof, or otherwise, and to lend money to, subscribe for the
shares or securities of, and enter into any contracts with any
such corporation, trust, limited liability company, partnership,
association or organization, or any corporation, partnership,
trust, limited liability company, association or organization in
which the Trust or Series holds or is about to acquire shares or
any other interests.

ARTICLE XII
Miscellaneous
    12.1 Filing.
        (a) This Declaration and any amendment or supplement
hereto shall be filed in such places as may be required or as
the Trustees deem appropriate. Each amendment or supplement
shall be accompanied by a certificate signed and acknowledged by
a Trustee stating that such action was duly taken in a manner
provided herein, and shall, upon insertion in the Trust's minute
book, be conclusive evidence of all amendments contained
therein. A restated Declaration, containing the original
Declaration and all amendments and supplements theretofore made,
may be executed from time to time by a majority of the Trustees
and shall, upon insertion in the Trust's minute book, be
conclusive evidence of all amendments and supplements contained
therein and may thereafter be referred to in lieu of the
original Declaration and the various amendments and supplements
thereto.
        (b) The Trustees have caused the execution and filing of
the Certificate and a Certificate of Amendment to the
Certificate with the Office of the Secretary of State of the
State of Delaware in accordance with the Delaware Statutory
Trust Act.
    12.2 Resident Agent. The Trust shall maintain a resident
agent in the State of Delaware, which agent shall initially be
The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The Trustees may designate a successor resident
agent, provided, however, that such appointment shall not become
effective until written notice thereof is delivered to the
office of the Secretary of the State.
    12.3 Governing Law. This Declaration is executed by the
Trustees listed on the signature pages hereto for the purpose of
continuing the existence of the Trust as a "statutory trust"
under the Delaware Statutory Trust Statue and establishing this
Declaration as the "governing instrument" of the Trust within
the meaning of the Delaware Statutory Trust Act. The rights of
all Persons hereunder and the validity and construction of every
provision hereof shall be subject to and construed according to
the laws of said State of Delaware and reference shall be
specifically made to the Delaware General Corporation Law as to
the construction of matters not specifically covered herein or
as to which an ambiguity exists, although such law shall not be
viewed as limiting the powers otherwise granted to the Trustees
hereunder and any ambiguity shall be viewed in favor of such
powers.
    12.4 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.
    12.5 Reliance by Third Parties. Any certificate executed by
an individual who, according to the records of the Trust, or of
any recording office in which this Declaration may be recorded,
appears to be a Trustee hereunder, certifying to: (a) the number
or identity of Trustees or Shareholders, (b) the name of the
Trust, (c) the due authorization of the execution of any
instrument or writing, (d) the form of any vote passed at a
meeting of Trustees or Shareholders, (e) the fact that the
number of Trustees or Shareholders present at any meeting or
executing any written instrument satisfies the requirements of
this Declaration, (f) the form of any By Laws adopted by or the
identity of any officers elected by the Trustees, or (g) 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.
    12.6 Provisions in Conflict with Law or Regulation.
        (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 the 1940 Act,
the regulated investment company provisions of the Internal
Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, 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.
[Signature Page Follows]







    IN WITNESS WHEREOF, the undersigned have caused this
Declaration to be executed as of the day and year first above
written.






/s/ James H. Bodurtha
James H. Bodurtha,
as Trustee and not individually



/s/ Bruce R. Bond
Bruce R. Bond,
as Trustee and not individually



/s/ Valerie G. Brown
Valerie G. Brown,
as Trustee and not individually



/s/ Donald W. Burton
Donald W. Burton,
as Trustee and not individually



/s/ Stuart E. Eizenstat
Stuart E. Eizenstat,
as Trustee and not individually



/s/ Kenneth A. Froot
Kenneth A. Froot,
as Trustee and not individually



/s/ Robert M. Hernandez
Robert M. Hernandez,
as Trustee and not individually



/s/ John F. O'Brien
John F. O'Brien,
as Trustee and not individually



/s/ Donald C. Opatrny
Donald C. Opatrny,
as Trustee and not individually



/s/ Roberta Cooper Ramo
Roberta Cooper Ramo,
as Trustee and not individually



/s/ David H. Walsh
David H. Walsh,
as Trustee and not individually



/s/ Fred G. Weiss
Fred G. Weiss,
as Trustee and not individually



/s/ Robert Fairbairn
Robert Fairbairn,
as Trustee and not individually



/s/ Henry Gabbay
Henry Gabbay,
as Trustee and not individually



/s/ John M. Perlowski
John M. Perlowski,
as Trustee and not individually