DECLARATION OF TRUST
                                                        OF
                                         OPPENHEIMER ABSOLUTE RETURN FUND

                                         (a Massachusetts Business Trust)

                                             Dated as of June 5, 2006




                                                 TABLE OF CONTENTS



ARTICLE I - Name and Definitions
         Section 1         Name..........................................................................1
         Section 2         Definitions...................................................................1

ARTICLE II - Nature and Purpose of Trust.................................................................3

ARTICLE III - Principal Place of Business; Registered Agent..............................................3

ARTICLE IV - Beneficial Interests; Shareholders
         Section 4.1       Shares of Beneficial Interest.................................................3
         Section 4.2       Issuance of Shares............................................................4
         Section 4.3       Rights of Shareholders........................................................4
         Section 4.4       Ownership and Transfer of Shares; Small Accounts..............................5
         Section 4.5       Voting by Shareholders........................................................6
         Section 4.6       Meetings......................................................................6
         Section 4.7       Quorum and Action.............................................................6
         Section 4.8       Action by Written Consent in Lieu of Meeting of Shareholders..................7
         Section 4.9       Classes of Shares.............................................................7
         Section 4.10      Disclosure of Shareholder Holdings............................................8
         Section 4.11      Access to Trust Records.......................................................8
         Section 4.12      Communications with Shareholders..............................................8

ARTICLE V - The Trustees
         Section 5.1       Management of the Trust.......................................................8
         Section 5.2       Qualification and Number......................................................8
         Section 5.3       Term and Election.............................................................8
         Section 5.4       Resignation, Retirement and Removal...........................................9
         Section 5.5       Vacancies.....................................................................9
         Section 5.6       Ownership of Assets of the Trust..............................................9

ARTICLE VI - Powers of Trustees
         Section 6.1       General Powers...............................................................10
         Section 6.2       Certain Specific Powers......................................................10
         Section 6.3       Issuance and Repurchase of Shares............................................13
         Section 6.4       Delegation; Committees.......................................................13
         Section 6.5       Collection and Payment.......................................................13
         Section 6.6       Expenses.....................................................................14
         Section 6.7       Manner of Acting.............................................................14
         Section 6.8       By-Laws......................................................................14
         Section 6.9       Principal Transactions.......................................................14
         Section 6.10      Effect of Trustees' Determination............................................14

ARTICLE VII - Service Providers
         Section 7.1       Investment Adviser and Administrators........................................15
         Section 7.2       Underwriting; Transfer Agent; Shareholder Servicing Agent; Custodian ........15
         Section 7.3       Parties to Contract..........................................................15
         Section 7.4       Further Authority of Trustees................................................15

ARTICLE VIII - Distributions; Redemptions; Determination of Net Asset Value
         Section 8.1       Distributions................................................................16
         Section 8.2       Redemption of Shares.........................................................16
         Section 8.3       Redemption Price.............................................................16
         Section 8.4       Payment......................................................................16
         Section 8.5       Redemption of Shareholder's Interest by Action of Trust......................17
         Section 8.6       Suspension of Right of Redemption............................................17
         Section 8.7       Determination of Net Asset Value; Valuation of Portfolio Assets..............18
         Section 8.8       Constant Net Asset Value.....................................................18
         Section 8.9       Reserves.....................................................................18
         Section 8.10      Determination by Trustees....................................................18

ARTICLE IX - Limitation of Liability and Indemnification
         Section 9.1       No Personal Liability of and Indemnification of Shareholders.................18
         Section 9.2       Limitation of Liability of Trustees and Others...............................19
         Section 9.3       Experts; No Bond or Surety...................................................20
         Section 9.4       Liability of Third Persons Dealing with the Trust or Trustees................20
         Section 9.5       Indemnification and Advancement of Expenses..................................20
         Section 9.6       Further Indemnification......................................................21
         Section 9.7       Amendments and Modifications.................................................22
         Section 9.8       Derivative Actions...........................................................22

ARTICLE X - Termination; Mergers and Sale of Assets
         Section 10.1      Termination of Trust.........................................................25
         Section 10.2      Sale of Assets; Reorganization...............................................25
         Section 10.3      Combination of Classes.......................................................26

ARTICLE XI - Amendments; Filings; Copies; Miscellaneous
         Section 11.1      Amendments to Declaration....................................................26
         Section 11.2      Filings; Copies of Declaration; Counterparts; Headings.......................26
         Section 11.3      Trustees May Resolve Ambiguities.............................................27
         Section 11.4      Applicable Law; Forum Selection; Jury Waiver.................................27
         Section 11.5      Provisions in conflict with Law or Regulations...............................28
         Section 11.6      Writings.....................................................................28




                                               DECLARATION OF TRUST
                                                        OF
                                         OPPENHEIMER ABSOLUTE RETURN FUND

     THIS  DECLARATION OF TRUST is made as of this 5th day of June,  2006 by the
Trustees hereunder;

     NOW,  THEREFORE,  the Trustees hereby declare that they will hold all cash,
securities  and other  assets and  properties,  which the Trust may from time to
time acquire in any manner,  IN TRUST,  and that they will manage and dispose of
the same and manage the  affairs and  business  of the Trust upon the  following
terms and  conditions for the benefit of the holders from time to time of shares
of beneficial interest in this Trust as hereinafter set forth.


                                                     ARTICLE I

                                               NAME AND DEFINITIONS

     Section 1. Name. This Trust shall be known as "OPPENHEIMER  ABSOLUTE RETURN
FUND" and the Trustees  shall  conduct the business of the Trust under that name
or any other name as they may from time to time determine.

     Section 2. Definitions.  Whenever used herein, unless otherwise required by
the context or  specifically  provided,  the following  terms have the following
respective meanings:

     (a)  "By-Laws"  means the  By-Laws of the Trust  referred to in Section 6.8
hereof, as from time to time amended.

     (b) "Class" means the one or more Shares (as defined below) of the Trust as
may be  established  and designated as a Class from time to time by the Trustees
pursuant to Section 4.9(c) hereof.

     (c)  "Code"  means  the  Internal  Revenue  Code of 1986 (or any  successor
statute),  as  amended  from  time  to  time,  and  the  rules  and  regulations
thereunder, as adopted or amended from time to time.

     (d) "Commission" shall have the same meaning given to such term in the 1940
Act (as defined below).

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

     (f) "He," "Him" and "His" shall include the feminine and neuter, as well as
the masculine, genders.

     (g)  "Interested  Person" shall have the same meaning given to such term in
the 1940 Act (as defined below).

     (h)  "1940  Act"  refers  to the  Investment  Company  Act of 1940 (and any
successor  statute) and the rules thereunder,  all as amended from time to time,
as may  apply  to the  Trust  or a  Class  thereof,  including  pursuant  to any
exemptive,  interpretive or other relief or guidance issued by the Commission or
the staff of the Commission under such Act.

     (i)  "Outstanding  Shares" means those Shares (as defined below) shown from
time to time on the books of the Trust or its transfer  agent as then issued and
outstanding, but shall not include Shares which have been redeemed, repurchased,
cancelled or terminated by the Trust.

     (j)   "Person"   means  and   includes   natural   persons,   corporations,
partnerships,   limited   partnerships,   business  trusts,   limited  liability
partnerships,   statutory   trusts,   limited   liability   companies,   trusts,
associations,  joint ventures, estates, nominees and any other entity in its own
or any representative  capacity,  whether or not legal entities, and governments
and agencies and political  subdivisions  thereof, in each case whether domestic
or foreign.

     (k)   "Prospectus"   means  the  prospectus  and  statement  of  additional
information  with  respect  to the Trust or one or more  Classes  thereof as the
context shall require,  as contained in the most recent  effective  registration
statement  filed with the  Commission  with  respect to the Trust or one or more
Classes  thereof,  as the same may be supplemented or modified from time to time
in accordance with the requirements of the federal securities laws.

         (l) "Shareholder" means a record owner of Outstanding Shares.

     (m) "Shares" means the units of interest into which the beneficial interest
in the Trust shall be divided from time to time, including the Shares of any and
all  Classes  which may be  established  and  designated  by the  Trustees,  and
includes fractions of Shares as well as whole Shares.

     (n) "Trust" refers to the voluntary  association with  transferable  shares
established by this Declaration, as the same may be amended from time to time.

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

     (p)  "Trustees"  means,  at any time, the person or persons who have signed
this  Declaration  and  all  other  persons  who may  from  time to time be duly
qualified and serving as Trustees in accordance with the provisions of Article V
hereof, in each case if they shall at that time continue in office in accordance
with the terms hereof,  and reference  herein to a Trustee or the Trustees shall
refer to such person or persons in his capacity or their  capacities as Trustees
hereunder.

                                                    ARTICLE II

                                            NATURE AND PURPOSE OF TRUST


     The  Trust  set  forth  in this  instrument  shall  be  deemed  made in the
Commonwealth of Massachusetts,  and it is created under and is to be governed by
and construed and administered  according to the laws of said  Commonwealth as a
voluntary  association  with  transferable  shares (commonly known as a business
trust)  of the  type  referred  to in  Chapter  182 of the  General  Laws of the
Commonwealth  of  Massachusetts.  The Trust is not  intended to be, shall not be
deemed to be, and shall not be treated  as, a general or a limited  partnership,
joint venture,  corporation  or joint stock  company,  nor shall the Trustees or
Shareholders  or any of them for any  purpose  be deemed to be, or be treated in
any way  whatsoever  as though they were,  liable or  responsible  hereunder  as
partners or joint  venturers.  The purpose of the Trust is to engage in, operate
and carry on the business of an open-end management investment company and to do
any and all acts or things as are necessary, convenient, appropriate, incidental
or customary in connection  therewith and without  limiting the foregoing or the
other provisions  hereof, the Trust may exercise all powers which are ordinarily
exercised by a Massachusetts business trust.

                                                    ARTICLE III

                                   REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS

     The name of the registered agent of the Trust is CT Corporation  System, at
its office at [101 Federal Street in Boston, Massachusetts.  The principal place
of business of the Trust is 6803 South  Tucson Way,  Centennial,  Colorado.  The
Trustees may, without the approval of Shareholders,  change the registered agent
of the Trust and the principal place of business of the Trust.

                                                    ARTICLE IV

                                        BENEFICIAL INTERESTS; SHAREHOLDERS

     Section 4.1. Shares of Beneficial Interest.  The beneficial interest in the
Trust shall be divided into such Shares of beneficial interest, of such Classes,
and of such  designations,  with par  values of $.001 per  share,  and with such
rights,  preferences,  privileges,  limitations,  restrictions  and  such  other
relative  terms as shall be determined by the Trustees,  from time to time.  The
number of Shares is unlimited.  The Trustees shall have full power and authority
to take  such  action  with  respect  to the  Shares  as the  Trustees  may deem
desirable.

     Section 4.2. Issuance of Shares. (a) Shares may be issued from time to time
to such Persons (including,  without limitation,  any Trustee, officer, or agent
of the Trust or any Person in which a Trustee, officer or agent of the Trust has
an interest)  either for cash or for such other  consideration  (which may be in
any one or more instances a certain specified consideration or certain specified
considerations)  and on such terms as the Trustees,  from time to time, may deem
advisable,  and the Trust may, in connection with an issuance of Shares, acquire
other assets  (including the acquisition of assets subject to, and in connection
with,  the  assumption  of  liabilities),  and all  Shares so issued  hereunder,
including  without  limitation  Shares issued in  connection  with a dividend in
Shares  or a split  or  reverse  split  of  Shares,  shall  be  fully  paid  and
non-assessable. Notwithstanding the foregoing, the Trust shall have the right to
refuse to issue Shares to any Person at any time and without any reason therefor
whatsoever.

     (b) The Trust may issue  Shares  in  fractional  denominations  to the same
extent as its whole  Shares,  and Shares in  fractional  denominations  shall be
Shares having,  proportionately to the respective fractions represented thereby,
all the rights of whole  Shares,  including,  without  limitation,  the right to
vote,  the  right  to  receive  dividends  and  distributions  and the  right to
participate upon termination of the Trust.

     (c) Any Shares issued by the Trust which have been  purchased,  redeemed or
otherwise reacquired by the Trust shall be retired  automatically and shall have
the status of unissued Shares.

     Section 4.3 Rights of Shareholders.  The ownership of the Trust Property of
every  description  and the right to conduct any  business  herein  described is
vested  exclusively  in the Trustees.  The  Shareholders  shall have no right or
title in or to the Trust  Property or to call for any  partition  or division of
any  property,  profits,  rights or interests of the Trust and the  Shareholders
shall have no interest therein other than the beneficial  interest  conferred by
their Shares. The death, incapacity, dissolution,  termination, or bankruptcy of
a  Shareholder  during the  continuance  of the Trust shall  neither  operate to
terminate the Trust nor entitle the representative of any such Shareholder to an
accounting or to take any action in court or elsewhere  against the Trust or the
Trustees,  but shall  entitle  such  representative  only to the  rights of said
Shareholder under this Declaration.  Neither the Trust nor the Trustees, nor any
officer,  employee or agent of the Trust shall have any power to bind personally
any  Shareholder,  or to call upon any Shareholder for the payment of any sum of
money or assessment  whatsoever  other than such as the  Shareholder  may at any
time personally agree to pay,  provided however that any sales loads or charges,
redemption  fees,  account fees or any other fees or charges not  prohibited  as
charges  to  Shareholders  under  applicable  law  shall  not be deemed to be an
assessment  for the purposes of this  Declaration.  The Shares shall be personal
property giving only the rights specifically set forth in this Declaration.  The
holders  of Shares  shall  not,  as such  holders,  have any  right to  acquire,
purchase  or  subscribe  for any Shares or  securities  of the Trust that it may
hereafter  issue  or  sell,  or  have  any  preference,  preemptive,  appraisal,
conversion or exchange rights, except as the Trustees may determine from time to
time.  Every  Shareholder,  by  virtue  of  purchasing  Shares  and  becoming  a
Shareholder, shall be held to have expressly assented and agreed to the terms of
this Declaration and shall be bound thereby.

     Section 4.4.  Ownership  and Transfer of Shares;  Small  Accounts.  (a) The
ownership and transfer of Shares shall be recorded on the books of the Trust or,
if there is a transfer  or similar  agent with  respect to such  Shares,  on the
books and records of such transfer or similar agent with respect to such Shares,
which  records shall be maintained  separately  for each Class of the Trust.  No
certificates  representing the ownership of Shares shall be issued except as the
Trustees may otherwise  determine  from time to time. The Trustees may make such
rules or impose such restrictions as they consider  necessary or appropriate for
the issuance of Share certificates,  transfer of Shares and similar matters. The
record books of the Trust, as kept by the Trust or any transfer or similar agent
of the Trust,  shall be conclusive as to who are the holders of Shares and as to
the number of Shares held from time to time by each Shareholder.  No Shareholder
shall be entitled to receive  any payment of a dividend or  distribution,  or to
have notice  given to him as  provided  herein or in the  By-Laws,  until he has
provided such  information  as shall be required to the Trust or, as applicable,
the Trust's transfer or similar agent with respect to his Shares.

     (b) In the event any certificates  representing  Outstanding  Shares are at
any  time  outstanding,  the  Trustees  may at any  time  or  from  time to time
determine  that Shares shall no longer be represented  by  certificates,  and in
connection   therewith,   upon  written  notice  to  any   Shareholder   holding
certificates   representing  Outstanding  Shares,  such  certificates  shall  be
cancelled,  provided  that such  cancellation  shall not affect the ownership by
such Shareholder of such Shares, and following such cancellation,  ownership and
transfer  of such  Shares  shall be  recorded  by book entry on the books of the
Trust or its transfer or similar agent.

     (c) The  Trustees  may  establish,  from time to time,  one or more minimum
investment amounts for Shareholder  accounts,  which may differ within and among
any  Class,  and  may  impose  account  fees  on  (which  may  be  satisfied  by
involuntarily  redeeming the  requisite  number of Shares in any such account in
the amount of such fee),  and/or  require the  involuntary  redemption of Shares
held in, those  accounts the net asset value of which for any reason falls below
such  established  minimum  investment  amounts,  or may  authorize the Trust to
convert any such Shares in such account to Shares of another Class,  or take any
other such action with  respect to minimum  investment  amounts as may be deemed
necessary or appropriate by the Trustees,  in each case upon such terms as shall
be established by the Trustees.

     Section 4.5. Voting by Shareholders.  (a)  Shareholders  shall not have the
power to vote on any matter except:  (i) for the election or removal of Trustees
to the extent and as provided in Article V hereof, and (ii) with respect to such
additional  matters  relating  to the Trust as may be  required by law or as the
Trustees may consider and determine necessary or desirable.

     (b) Each whole Share shall entitle the holder thereof to one vote as to any
matter on which the holder in entitled to vote, and each fractional  Share shall
be entitled to a  proportionate  fractional  vote.  There shall be no cumulative
voting in the election of Trustees or on any other matter submitted to a vote of
the Shareholders. Shares may be voted in person or by proxy. Until Shares of the
Trust or any  Class  are  issued,  the  Trustees  may  exercise  all  rights  of
Shareholders  of the Trust or such  Class and may take any  action  required  or
permitted by law,  this  Declaration  or the By-Laws of the Trust to be taken by
Shareholders of the Trust or Class.

     (c) On any matter submitted to a vote of the Shareholders of the Trust, all
Shares of all Classes then entitled to vote shall be voted together, except that
(i) when  required by the 1940 Act to be voted by an  individual  Class,  Shares
shall  be  voted by an  individual  Class,  and  (ii)  when  the  Trustees  have
determined  that the matter affects only the interests of Shareholders of one or
more Classes, only Shareholders of such one or more Classes shall be entitled to
vote thereon.

     Section 4.6. Meetings.  Meetings of the Shareholders of the Trust or of any
one or more  Classes may be called and held from time to time for the purpose of
taking  action  upon  any  matter   requiring  the  vote  or  authority  of  the
Shareholders  as herein provided or upon any other matter deemed by the Trustees
to be necessary  or  desirable.  The Trustees may set in the By-Laws  provisions
relating  to the  calling  and  holding of  meetings  (including  the holding of
meetings by  electronic  or other  similar  means),  notice of meetings,  record
dates, place of meetings,  conduct of meetings, voting by proxy, postponement or
adjournment of meetings and related matters.

     Section 4.7.  Quorum and Action.  (a) The  Trustees  shall set forth in the
By-Laws the quorum required for the transaction of business by the  Shareholders
at a meeting,  which quorum shall in no event be less than the holders of thirty
percent  (30%) of the Shares  entitled to vote at such  meeting.  If a quorum is
present  when a duly  called and held  meeting  is  convened,  the  Shareholders
present may continue to transact  business  until  adjournment,  even though the
withdrawal of a number of Shareholders  originally  present leaves less than the
proportion or number otherwise required for a quorum.

     (b) The  Shareholders  shall  take  action by the  affirmative  vote of the
holders of Shares representing a majority, except in the case of the election of
Trustees  which shall only  require a  plurality,  of votes cast at a meeting of
Shareholders at which a quorum is present,  except as may be otherwise  required
by applicable law or any provision of this Declaration or the By-Laws.

     Section 4.8. Action by Written Consent in Lieu of Meeting of  Shareholders.
Any action  required or permitted  to be taken at a meeting of the  Shareholders
may be taken,  if so  directed  by the  Trustees,  without a meeting  by written
action  executed by  Shareholders,  as of a record date  specified in accordance
with the By-Laws,  holding not less than the minimum number of Shares that would
have been  necessary to take the action at a meeting,  assuming  that all of the
Shareholders  entitled to vote on that  action  were  present and voting at that
meeting.  The written action shall be effective when it has been executed by the
requisite  number of  Shareholders  and delivered to the Secretary of the Trust,
unless a different  effective  time is provided  in the written  action.  Such a
consent may be executed and delivered by electronic means in accordance with any
procedures that may be adopted by the Trustees from time to time.

     Section 4.9. Classes of Shares..  The Trustees hereby establish the Classes
as listed on Schedule A hereto. The Trustees may from time to time authorize the
division of Shares of the Trust into additional  Classes.  The relative  rights,
preferences, privileges, limitations, restrictions and other relative terms of a
Class shall be established and designated by the Trustees and may be modified by
the Trustees  from time to time.  All Shares of a Class shall be identical  with
each other and with the Shares of each other  Class  except for such  variations
between  Classes as may be  authorized by the Trustees from time to time and not
prohibited by the 1940 Act, including,  without limitation, as to qualifications
for ownership,  minimum purchase amounts,  minimum account size, purchase price,
fees and  expenses,  right of  redemption,  and the  price,  terms and manner of
redemption, conversion and exchange rights and special and relative rights as to
dividends and on liquidation.  The number of authorized Shares of each Class and
the number of Shares of each Class that may be issued  shall be  unlimited.  The
Trustees may divide or combine the issued  Shares of any Class into a greater or
lesser number; classify or reclassify any issued Shares of any Class into one or
more Classes; combine two or more Classes into a single Class; terminate any one
or more Classes of Shares;  change the name or other designation of a Class; and
take such other  action  with  respect to the Classes as the  Trustees  may deem
desirable.  To the  extent  necessary  or  appropriate  to  give  effect  to the
preferences  and  special or  relative  rights and  privileges  or  expenses  or
liabilities  of any Classes,  the Trustees  may  allocate  assets,  liabilities,
income and  expenses of the Trust to a particular  Class or  apportion  the same
among two or more Classes. All references to Shares in this Declaration shall be
deemed to include  references to Shares of any or all Classes as the context may
require.

     The  establishment  and  designation  of any Class of Shares  shall be made
either by the vote of a majority  of the  Trustees  or upon the  execution  by a
majority  of the  Trustees of an  instrument,  in each case  setting  forth such
establishment  and  designation,  the effective date of such  establishment  and
establishment and designation and the relative rights, preferences,  privileges,
limitations,  restrictions  and  other  relative  terms of such  Class,  whether
directly  in  such  resolution  or  instrument  or by  reference  to one or more
documents or instruments  outside this  Declaration and outside the resolutions,
as the  same  may be in  effect  from  time to time,  including  any  Prospectus
relating  to such  Class.  Any such  instrument  executed  by a majority  of the
Trustees,  or, with respect to an establishment  and designation made by vote of
the Trustees,  an instrument  setting  forth such  resolutions  and certified by
either the  Secretary  or an  Assistant  Secretary of the Trust (in each case, a
"Designation"),  shall  further be filed in  accordance  with the  provisions of
Section 11.2 hereof.  Additions or  modifications  to a Designation,  including,
without  limitation any termination of an existing Class, shall made in the same
manner as is permitted for the establishment and designation of such Class.

     Section 4.10. Disclosure of Shareholder Holdings.  The holders of Shares or
other securities of the Trust shall upon demand disclose to the Trust 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;  to comply  with the  requirements  of any other law or
regulation; or as the Trustees may otherwise decide, and ownership of Shares may
be  disclosed by the Trust if so required by  applicable  law or as the Trustees
may otherwise decide.

     Section  4.11.  Access to Trust  Records.  Except to the  extent  otherwise
required by law, Shareholders shall only have such right to inspect the records,
documents,  accounts  and books of the Trust as may be granted from time to time
by the Trustees.

     Section  4.12.  Communications  with  Shareholders.  Any notices,  reports,
statements,  or communications with Shareholders of any kind required under this
Declaration,  including  any  such  communications  with  Shareholders  or their
counsel or other representatives required under Section 9.8 hereof, or otherwise
made by the Trust or its agents on behalf of the Trust  shall be governed by the
provisions pertaining thereto in the By-Laws.

                                                     ARTICLE V

                                                   THE TRUSTEES

     Section 5.1. Management of the Trust. The business and affairs of the Trust
shall be managed under the  direction of the  Trustees,  and they shall have all
powers  necessary  and  desirable to carry out that  responsibility,  including,
without limitation, those powers described more fully in Article VI hereof.

     Section 5.2.  Qualification  and Number.  Each  Trustee  shall be a natural
person.  A Trustee  need not be a citizen of the United  States or a resident of
the Commonwealth of Massachusetts. By a majority vote or consent of the Trustees
as may then be in  office,  the  Trustees  may from time to time  establish  the
number of Trustees.  No decrease in the number of Trustees shall have the effect
of removing any Trustee from office prior to the expiration of his term, but the
number of Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to Section 5.4 hereof.

     Section 5.3.  Term and  Election.  Except as provided in Section 5.4 below,
each Trustee shall hold office until the next meeting of Shareholders called for
the purpose of  considering  the election or re-election of such Trustee or of a
successor  to such  Trustee,  and  until  his  successor,  if any,  is  elected,
qualified and serving as a Trustee hereunder.  Any Trustee vacancy may be filled
by the affirmative vote or consent of a majority of the Trustees then in office,
except  as  prohibited  by the 1940  Act,  or,  if for any  reason  there are no
Trustees  then in office,  vacancies  may be filled by the officers of the Trust
elected pursuant to Section  6.2(b)(iii)  hereof,  or may be filled in any other
manner permitted by the 1940 Act.

     Section 5.4. Resignation, Retirement and Removal. Any Trustee may resign or
retire as a Trustee by an instrument  in writing  signed by him and delivered or
mailed  to the  Chair,  if  any,  the  President  or  the  Secretary,  and  such
resignation or retirement  shall be effective upon such delivery,  or at a later
date according to the terms of the  instrument.  The Trustees may adopt policies
from  time to time  relating  to the terms of office  and or  retirement  of the
Trustees.  Any Trustee who has who has become incapacitated by illness or injury
as determined by a majority of the other  Trustees or declared  incompetent by a
court of appropriate  jurisdiction,  may be retired by written instrument signed
by a majority of the other  Trustees.  Except as  aforesaid,  any Trustee may be
removed  from  office  only (i) by  action of at least  two-thirds  (2/3) of the
voting  power  of the  Outstanding  Shares,  or (ii) by the  action  of at least
two-thirds  (2/3) of the  remaining  Trustees,  specifying  the date  when  such
removal shall become  effective.  Except to the extent  expressly  provided in a
written  agreement to which the Trust is a party or in a written  policy adopted
by the  Trustees,  no resigning or removed  Trustee  shall have any right to any
compensation for any period  following his resignation or removal,  or any right
to damages on account of such resignation or removal.

     Section 5.5. Vacancies.  The death,  resignation,  retirement,  removal, or
incapacity of one or more of the Trustees,  or all of them, shall not operate to
annul the Trust or to revoke any existing  agency created  pursuant to the terms
of this  Declaration.  Whenever a vacancy in the number of Trustees shall occur,
until such  vacancy is filled as provided  herein,  or the number of Trustees as
fixed is reduced, the Trustees in office, regardless of their number, shall have
all the powers  granted to the Trustees,  and during the period during which any
such vacancy shall occur,  only the Trustees then in office shall be counted for
the  purposes  of the  existence  of a quorum or any  action to be taken by such
Trustees.

     Section  5.6.  Ownership  of Assets of the  Trust.  The assets of the Trust
shall be held  separate and apart from any assets now or  hereafter  held in any
capacity  other than as  Trustee  hereunder  by the  Trustees  or any  successor
Trustees.  All right, title and interest in the assets of the Trust shall at all
times be  considered  as  automatically  vested in the Trustees as shall be from
time to time in office. Upon the resignation, retirement, removal, incapacity or
death of a Trustee,  such Trustee shall  automatically  cease to have any right,
title or  interest  in any of the  Trust  property,  and the  right,  title  and
interest of such Trustee in the Trust property shall vest  automatically  in the
remaining  Trustees.  Such  vesting and  cessation  of title shall be  effective
without the  execution or delivery of any  conveyance  or other  instrument.  No
Shareholder  shall be deemed to have a  severable  ownership  in any  individual
asset of the Trust or any right of partition or possession thereof.

                                                    ARTICLE VI

                                                POWERS OF TRUSTEES

     Section 6.1. General Powers. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust but with full
powers of  delegation,  except as may otherwise be expressly  prohibited by this
Declaration.  The  Trustees  shall  have the power to direct  the  business  and
affairs of the Trust and carry on the Trust's  operations  and maintain  offices
both  within  and  outside  the  Commonwealth  of  Massachusetts,  and  to do or
authorize  all such other things and execute or authorize  the  execution of all
such instruments as they deem necessary, proper or desirable in order to promote
the  interests  of the  Trust.  With  respect to any power or  authority  of the
Trustees  hereunder,  whether  stated or implied,  the  Trustees  shall have all
further  powers  and  authority  as  may  be  necessary,  incidental,  relative,
conducive,  appropriate  or desirable  for the  accomplishment,  carrying out or
attainment  of  any  action  authorized  by  the  Trustees.  In  construing  the
provisions of this Declaration,  the presumption shall be in favor of a grant of
power to the Trustees.  Without limiting the foregoing,  the Trustees shall have
power and  authority  to  operate  and carry on the  business  of an  investment
company  and the  Trustees  shall  exercise  all the  powers  as are  necessary,
convenient, appropriate, incidental or customary in connection therewith and may
exercise all powers which are ordinarily exercised by the trustees of a business
trust.  The  enumeration  of any specific power herein shall not be construed as
limiting  the  aforesaid  general  powers.  Such powers of the  Trustees  may be
exercised without order of or resort to any court.  Whenever in this Declaration
the  Trustees  are given  authority  to act on behalf of the Trust or to direct,
authorize or cause the Trust to take any action,  such power and authority shall
apply, mutatis mutandis, to any action of the Trust on behalf of any Class.

     Section 6.2. Certain  Specific Powers (a)  Investments.  The Trustees shall
not  in  any  way be  bound  or  limited  by  present  or  future  laws,  rules,
regulations, or customs in regard to investments by fiduciaries,  but shall have
full authority and power to authorize the Trust to make, invest and reinvest in,
to buy or otherwise acquire, to hold, for investment or otherwise, to borrow, to
sell,  terminate,  exercise or  otherwise  dispose of, to lend or to pledge,  to
write,  enter  into,  engage,  trade  or  deal in any  and  all  investments  or
investment  strategies as they may deem proper at any time and from time to time
to  accomplish  the  purpose  of the  Trust.  In  furtherance  of, and in no way
limiting,  the  foregoing,  the  Trustees  shall  have  power and  authority  to
authorize the Trust:

     (i) to exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities or other assets;

     (ii) to hold any security or property in a form not  indicating  any trust,
whether  in  bearer,  unregistered  or other  negotiable  form or  either in the
Trust's name or in the name of a custodian or a nominee or nominees;

     (iii) to  exercise  all  rights,  powers and  privileges  of  ownership  or
interest in all  securities  and other  assets  included in the Trust  Property,
including the right to vote thereon and  otherwise act with respect  thereto and
to do all acts for the preservation,  protection, improvement and enhancement in
value of all such assets;

     (iv) to  acquire  (by  purchase,  lease or  otherwise)  and to  hold,  use,
maintain,  develop and dispose of (by sale or otherwise)  any property,  real or
personal,  tangible or intangible,  including cash, securities,  currencies, any
commodities, and any interest therein;

     (v) to borrow money for any purpose and in this  connection  issue notes or
other evidence of indebtedness;

     (vi) to secure borrowings by mortgaging,  pledging or otherwise  subjecting
as security all or any portion of the Trust Property;

     (vii) to endorse, guarantee, or undertake the performance of any obligation
or engagement of any other Person;

     (viii) to lend money or any other Trust Property;

     (ix)  to  aid  by  further  investment  any  corporation,  company,  trust,
association  or firm,  any obligation of or interest in which is included in the
Trust  Property  or in the  affairs  of which the  Trustees  have any  direct or
indirect interest;

     (x) to do all acts and things  designed  to protect,  preserve,  improve or
enhance the value of such obligation or interest;

     (xi) to guarantee or become surety on any or all of the contracts,  stocks,
bonds, notes, debentures and other obligations of any such corporation, company,
trust, association or firm;

     (xii) to  consent  to or  participate  in any plan for the  reorganization,
consolidation  or merger of any corporation or issuer,  any security or property
of which is held in the Trust;

     (xiii) to consent to any contract,  lease,  mortgage,  purchase, or sale of
property by such corporation or issuer;

     (xiv) to pay calls or  subscriptions  with respect to any security  held in
the Trust; and

     (xv) to join with other  security  holders in acting  through a  committee,
depositary,  voting trustee or otherwise,  and in that connection to deposit any
security  with, or transfer any security to, any such  committee,  depositary or
trustee,  and to delegate to them such power and authority  with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper,  and to agree to pay,  and to pay,  such  portion  of the  expenses  and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper.

     (b) Additional  Powers.  The Trustees shall have the power and authority on
behalf of the Trust:

     (i) to employ,  engage or contract  with, or make payments to, such Persons
as the Trustees may deem  desirable for the  transaction  of the business of the
Trust, including, without limitation, any Trustee or officer of the Trust or any
firm of which any such  Trustee  or  officer  is a member,  whether as agents or
independent contractors of the Trust, or as delegates of the Trustees, officers,
or any other  Person who may be involved  with the  management  of the  business
affairs of the Trust, to have such titles, and such rights, powers and duties as
the  Trustees  may  determine  from  time to  time,  and to  terminate  any such
employment, engagement or contract or other relationship;

     (ii) to authorize the Trust to enter into joint ventures,  partnerships and
any other combinations or associations;

     (iii) to elect and remove such officers as they consider appropriate;

     (iv) to authorize the Trust to indemnify any person with whom the Trust has
dealings,  including, without limitation, any investment adviser or sub-adviser,
distributor,  administrator or  sub-administrator,  custodian or  sub-custodian,
transfer agent or sub-transfer agent and selected dealers, to such extent as the
Trustees shall determine;

     (v) to authorize the Trust to purchase,  and pay for out of Trust Property,
(A) insurance policies insuring the Shareholders,  Trustees, officers, employees
and any other Persons,  including,  without limitation,  any agents,  investment
advisers,   distributors,   administrators,   selected  dealers  or  independent
contractors of the Trust, against any or 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 the Trust would have the power to indemnify such
Person  against  such  liability,  (B)  insurance  for the  protection  of Trust
Property,  (C) insurance as may be required by applicable law, or (D) such other
insurance as the  Trustees  shall deem  advisable,  in each case as the Trustees
shall determine;

     (vi) to authorize  the Trust to establish  pension,  profit-sharing,  share
purchase,  and other  retirement,  incentive  and benefit  plans,  including the
purchasing of life insurance and annuity  contracts as a means of providing such
retirement and other benefits, for any Trustees,  officers, employees and agents
of the Trust;

     (vii) to  authorize  the Trust to  guarantee  indebtedness  or  contractual
obligations of others;

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

     (ix) 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; and

     (x) to engage in any other  lawful act or  activity in  connection  with or
incidental to any of the powers enumerated in this Declaration, 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 do every other act or thing
incidental or  appurtenant  to or growing out of or connected with the aforesaid
business or purposes, objects or powers.

     (c) The foregoing  enumeration  of the powers and authority of the Trustees
shall be read as broadly and  liberally as possible,  it being the intent of the
foregoing in no way to limit the Trustees' powers and authority.

     Section 6.3. Issuance and Repurchase of Shares. The Trustees shall have the
power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel,
acquire,  hold,  resell,  reissue,  dispose of, transfer,  and otherwise deal in
Shares and in any options,  warrants or other  rights to purchase  Shares or any
other interests in the Trust other than Shares.

     Section  6.4.  Delegation;  Committees.  The  Trustees  shall have power to
delegate  from  time to time to one or more  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 names of the Trustees or
otherwise  as the  Trustees  may  deem  expedient,  except  to the  extent  such
delegation is prohibited by the 1940 Act.

     Without limiting the foregoing,  and  notwithstanding any provisions herein
to the contrary, the Trustees may by resolution appoint committees consisting of
one or more,  or the whole  number  of,  Trustees  then in office and such other
members as the Trustees shall approve,  which committees may be empowered to act
for and bind the Trustees and the Trust,  as if the acts of such committees were
the acts of all the Trustees then in office.

     Section 6.5.  Collection and Payment.  The Trustees shall have the power to
authorize the Trust or its agents to: collect all money or other property due to
the Trust; to pay all claims,  including taxes,  against the Trust Property;  to
prosecute,  defend, arbitrate,  compromise or abandon any claims relating to the
Trust Property; to foreclose any security interest securing any obligations,  by
virtue of which any money or other  property is owed to the Trust;  and to enter
into releases,  agreements and other instruments; but the Trustees shall have no
liability for failing to authorize the Trust to do any of the foregoing.

     Section 6.6.  Expenses.  The Trustees shall have the power to authorize the
Trust to incur and pay any expenses which,  in the opinion of the Trustees,  are
necessary or incidental to carry out any of the purposes of this Declaration, to
pay  compensation  from the funds of the Trust to  themselves as Trustees and to
reimburse  themselves  from the  funds  of the  Trust  for  their  expenses  and
disbursements.  The  Trustees  shall  fix  the  compensation  of  all  officers,
employees and Trustees.

     Section 6.7. Manner of Acting.  Except as otherwise provided herein,  under
applicable law or in the By-Laws,  any action to be taken or determination  made
by the Trustees may be taken or made by a majority of the Trustees  present at a
meeting of Trustees (a quorum  being  present),  including  any meeting  held by
means of a conference telephone circuit or similar  communications  equipment by
means of which all persons  participating in the meeting can hear each other, or
by written consents of a majority of Trustees then in office. Any such action or
determination  may be made by reference to one or more  documents or instruments
or policies or procedures  outside this  Declaration and outside the resolutions
of the  Trustees.  Except as set forth  specifically  in this  Declaration,  any
action  that  may be taken by the  Trustees  may be taken by them in their  sole
discretion and without the vote or consent of Shareholders.

     Section 6.8. By-Laws.  The Trustees may adopt By-Laws not inconsistent with
this  Declaration  to provide for the  conduct of the  business of the Trust and
shall have the exclusive power to amend or repeal such By-Laws.

     Section 6.9. Principal  Transactions.  Except in transactions not permitted
by the 1940 Act, the Trustees may authorize  the Trust to buy any  securities or
other  assets from or sell or lend any  securities  or other assets of the Trust
to, any  affiliate  of the Trust or any account  managed by an  affiliate of the
Trust, any Trustee or officer of the Trust or any firm of which any such Trustee
or officer is a member acting as  principal,  or have any such dealings with any
investment   adviser   (or   sub-adviser),    distributor,   administrator   (or
sub-administrator),    custodian   (or   sub-custodian),   transfer   agent   or
(sub-transfer  agent) or  affiliate  of the Trust or any  account  managed by an
affiliate of the Trust.

     Section  6.10.  Effect of  Trustees'  Determination.  Any  action  taken or
determination made by or pursuant to the direction of the Trustees in good faith
and  consistent  with the  provisions  of this  Declaration  shall be final  and
conclusive  and shall be  binding  upon the Trust,  every  holder at any time of
Shares and any other Person.

                                                    ARTICLE VII

                                                 SERVICE PROVIDERS

     Section 7.1. Investment Adviser and Administrator. The Trust may enter into
contracts  with one or more Persons,  to act as investment  adviser,  investment
sub-adviser,  manager,  administrator,  sub-administrator or other agent, and as
such to perform such  functions as the Trustees may deem  reasonable and proper,
including,  without  limitation,   investment  advisory,  management,  research,
valuation of assets, clerical and administrative functions, under such terms and
conditions,  and for such compensation,  as the Trustees may deem advisable. The
Trustees may also  authorize  any adviser or  sub-adviser  to employ one or more
sub-advisers  from  time to time and any  administrator  to  employ  one or more
sub-administrators from time to time, upon such terms and conditions as shall be
approved by the Trustees.

     Section 7.2.  Underwriter;  Transfer Agent;  Shareholder  Servicing  Agent;
Custodian.  The Trust may enter into a contract  or  contracts  with one or more
Persons to act as  underwriters,  distributors  or placement  agents whereby the
Trust  may  either  agree to sell  Shares of the Trust or any Class to the other
party or parties to the  contract  or appoint  such other  party or parties  its
sales  agent or agents for such  Shares and with such  other  provisions  as the
Trustees  may deem  reasonable  and proper,  and the Trust may from time to time
enter into transfer agency,  sub-transfer  agency and/or  shareholder  servicing
contract(s), in each case with such terms and conditions, and providing for such
compensation, as the Trustees may deem advisable.

     All  securities  and cash of the Trust shall be held  pursuant to a written
contract or contracts  with one or more  custodians and  subcustodians  or shall
otherwise be held in accordance with the 1940 Act.

     Section 7.3. Parties to Contract.  Any contract of the character  described
in this  Article  VII may be entered  into with any Person,  including,  without
limitation,  the investment adviser, any investment  sub-adviser or an affiliate
of the investment adviser or sub-adviser,  although one or more of the Trustees,
officers,  or  Shareholders of the Trust may be an officer,  director,  trustee,
shareholder,  or  member  of such  other  party to the  contract,  or  otherwise
interested  in such  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 not  inconsistent
with the provisions of this Article VII or the By-Laws. The same Person may be a
party to more than one contract  entered  into  pursuant to this 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 Article
VII.

     Section 7.4. Further  Authority of Trustees.  The authority of the Trustees
hereunder to authorize the Trust to enter into contracts or other  agreements or
arrangements shall include the authority of the Trustees to modify, amend, waive
any provision of,  supplement,  assign all or a portion of, novate, or terminate
such  contracts,  agreements or  arrangements.  The  enumeration of any specific
contracts  in this  Article VII shall in no way be deemed to limit the power and
authority of the  Trustees as set forth in Section 6.2 hereof to  authorize  the
Trust to employ,  contract with or make payments to such Persons as the Trustees
may deem desirable for the transaction of the business of the Trust.

                                                   ARTICLE VIII

                DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE

     Section 8.1. Distributions.  The Trustees may from time to time declare and
authorize  the payment of, or may prescribe and set forth in a duly adopted vote
or votes of the Trustees, the bases and time or frequency,  which may be monthly
or  otherwise,   for  the   declaration  and  payment  of,  such  dividends  and
distributions  on Shares of a  particular  Class as they may deem  necessary  or
desirable,  after  providing  for actual and accrued  expenses  and  liabilities
(including such reserves as the Trustees may establish) determined in accordance
with good accounting  practices.  All dividends and distributions on Shares of a
particular Class shall be distributed pro rata to the Shareholders of that Class
in proportion to the number of Shares of that Class held by such Shareholders at
the date and time of record for the payment of such dividends or  distributions,
subject to any  variations  with respect to Classes of Shares,  if any, and in a
manner consistent with the 1940 Act and the Code. Such distributions may be paid
in cash and/or in securities or other property,  and the composition of any such
distribution  shall be  determined  by the Trustees  and may be different  among
Shareholders (including differences among Shareholders in the same Class).

     Section  8.2.  Redemption  of  Shares.  All  shares of the  Trust  shall be
redeemable,  at the  redemption  price  determined in the manner set out in this
Declaration. The Trust shall redeem the Shares of the Trust or any Class thereof
at the price  determined as hereinafter  set forth,  at such offices or agencies
and in accordance  with such  conditions,  not  inconsistent  with the 1940 Act,
regarding  the  redemption  of  Shares  as may be  described  in the  applicable
Prospectus.

     Section 8.3.  Redemption  Price.  Shares of each Class shall be redeemed at
their net asset value  determined  as set forth in Section 8.7 hereof as of such
time as the Trustees shall have  theretofore  prescribed,  less such fees and/or
charges, if any, as may be established by the Trustees from time to time.

     Section  8.4.  Payment.  Payment of the  redemption  price of Shares of any
Class shall be made in cash or in property or any combination  thereof,  and the
composition of any such payment may be different among  Shareholders  (including
differences  among  Shareholders  in the same  Class),  at such  time and in the
manner as may be specified from time to time in the applicable Prospectus. In no
event  shall  the  Trust  be  liable  for  any  delay  of any  other  person  in
transferring  securities or other property  selected for delivery as all or part
of any such payment.

     Section  8.5.  Redemption  of  Shareholder's  Interest  By Action of Trust.
Subject to the  provisions  of the 1940 Act, the Trust may redeem some or all of
the Shares of the Trust or one or more Classes held by any  Shareholder  for any
reason and under terms set by the  Trustees,  including by way of  illustration,
for the following reasons:

     (a) the value of such Shares held by such  Shareholder  being less than the
minimum amount established from time to time by the Trustees;

     (b) the  determination  that direct or indirect  ownership of Shares by any
person has become  concentrated  in such  Shareholder  to any extent  that would
disqualify the Trust as a regulated investment company under the Code;

     (c) the failure of a Shareholder  to supply a tax  identification  or other
identification or if the Trust is unable to verify a Shareholder's identity,

     (d) the failure of a Shareholder to pay when due for the purchase of Shares
issued to such Shareholder;

     (e) the failure of a Shareholder to meet or maintain the qualifications for
ownership of a particular Class;

     (f) the payment of account fees or other charges,  expenses  and/or fees as
set by the  Trustees,  including  without  limitation  any  small  account  fees
permitted by Section 4.4 hereof;

     (g) the determination that ownership of Shares by a particular  Shareholder
is not in the best  interests  of the  remaining  Shareholders  of the  Trust or
applicable Class;

     (h) the failure of a holder of Shares or other  securities  of the Trust to
comply with a demand pursuant to Section 4.10 hereof;

     (i) in connection with the termination of any Class; or

     (j) when the  Trust is  requested  or  compelled  to do so by  governmental
authority or applicable law.

     Section  8.6.  Suspension  of  Right  of  Redemption.  Notwithstanding  the
foregoing,  the Trust  may  postpone  payment  of the  redemption  price and may
suspend the right of the holders of Shares to require the Trust to redeem Shares
to the extent permissible under the 1940 Act.

     Section  8.7.  Determination  of Net Asset  Value;  Valuation  of Portfolio
Assets.  The Trustees may from time to time  prescribe  such bases and times for
determining  the per  Share net  asset  value of the  Shares of the Trust or any
Class  thereof  and may  prescribe  or approve  the  procedures  and methods for
determining  the  value  of  portfolio  assets  as they may  deem  necessary  or
desirable.

     The Trust may  suspend  the  determination  of net asset  value  during any
period  when it may  suspend  the right of the  holders of Shares to require the
Trust to redeem Shares.

     Section 8.8.  Constant Net Asset Value.  If the Trust holds itself out as a
money market or stable value fund,  the Trustees  shall have the power to reduce
the number of  Outstanding  Shares of the Trust by reducing the number of Shares
in the account of each  Shareholder  on a pro rata basis,  or to take such other
measures as are not  prohibited by the 1940 Act, so as to maintain the net asset
value per share of the Trust at a constant dollar amount.

     Section 8.9 Reserves. The Trustees may set apart, from time to time, out of
any  funds of the Trust of funds  allocable  to a Class  thereof  a  reserve  or
reserves for any proper purpose, and may abolish any such reserve.

     Section  8.10.  Determination  by  Trustees.  The  Trustees  may  make  any
determinations  they deem  necessary  with  respect  to the  provisions  of this
Article VIII,  including,  but not limited to, the following matters: the amount
of the assets, obligations, liabilities and expenses of the Trust; the amount of
the net income of the Trust from  dividends,  capital  gains,  interest or other
sources  for any period and the amount of assets at any time  legally  available
for the payment of dividends or distributions;  which items are to be treated as
income and which as capital; the amount, purpose, time of creation,  increase or
decrease,  alteration  or  cancellation  of any  reserves  or  charges  and  the
propriety  thereof  (whether or not any  obligation  or liability for which such
reserves or charges were created shall have been paid or discharged); the market
value,  or any other price to be applied in determining the market value, or the
fair value,  of any  security  or other  asset  owned or held by the Trust;  the
number of Shares of the Trust issued or issuable; the net asset value per Share;
and any of the foregoing matters as it may pertain to any Class.

                                                    ARTICLE IX

                                 LIMITATION OF LIABILITY AND INDEMNIFICATION

     Section 9.1. No Personal Liability of and  Indemnification of Shareholders.
No personal liability for any debt,  liability or obligation or expense incurred
by,  contracted  for, or  otherwise  existing  with respect to, the Trust or any
Class shall attach to any  Shareholder or former  Shareholder  of the Trust.  In
case any  Shareholder  or former  Shareholder  of the Trust  shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason,  the  Shareholder
or former  Shareholder (or his 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 arising from
such liability;  provided, however, there shall be no liability or obligation of
the Trust  arising  hereunder to  reimburse  any  Shareholder  for taxes paid by
reason of such  Shareholder's  ownership of any Shares or for losses suffered by
reason of any  changes  in value of any Trust  assets.  The  Trust  shall,  upon
request by the  Shareholder  or former  Shareholder,  assume the  defense of any
claim made against the  Shareholder  for any act or  obligation of the Trust and
satisfy any judgment thereon.

     Section  9.2.  Limitation  of  Liability  of Trustees  and  Others.  (a) No
Liability to Third Parties. No person who is or has been a Trustee,  officer, or
employee of the Trust shall be subject to any personal  liability  whatsoever to
any person,  other than the Trust or its  Shareholders,  in connection  with the
affairs of the Trust;  and all persons  shall look solely to the Trust  Property
for  satisfaction of claims of any nature arising in connection with the affairs
of the Trust.

     Every note, bond, contract,  instrument,  certificate, Share 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 neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.

     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 therefore.

     (b) Limitation of Liability to Trust and Shareholders.  No person who is or
has been a Trustee,  officer  or  employee  of the Trust  shall be liable to the
Trust or to any Shareholder,  Trustee, officer,  employee, or agent of the Trust
for any action or failure to act  (including  without  limitation the failure to
compel in any way any former or acting  Trustee to redress  any breach of trust)
except for his or her own bad faith,  willful  misfeasance,  gross negligence or
reckless  disregard  of  his or  her  duties  involved  in  the  conduct  of the
individual's  office, and for nothing else and shall not be liable for errors of
judgment or mistakes of fact or law.

     (c) No  Liability  for  Acts of  Others.  Without  limiting  the  foregoing
limitations  of liability  contained in this Section 9.2, a Trustee shall not be
responsible  for or liable in any event for any  neglect  or  wrongdoing  of any
officer,  employee,  investment  adviser,  sub-adviser,  principal  underwriter,
custodian or other agent of the Trust,  nor shall any Trustee be  responsible or
liable  for the act or  omission  of any other  Trustee  (or for the  failure to
compel in any way any former or acting  Trustee to redress any breach of trust),
except in the case of such Trustee's own willful  misfeasance,  bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

     (d)  Notice  in  Instruments.   Every  note,  bond,  contract,  instrument,
certificate or undertaking  made or issued by the Trustees or by any officers or
officer on behalf of the Trust  shall give notice  that this  Declaration  is on
file with the Secretary of State of the  Commonwealth  of  Massachusetts,  shall
recite  that the same was  executed or made by or on behalf of the Trust by them
as Trustees or as officers and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and may contain such
further  recitals as they or he or she may deem  appropriate,  but the  omission
thereof  shall not operate to bind any  Trustees  or  officers  or  Shareholders
individually.

     Section 9.3. Experts;  No Bond or Surety. The Trustees may rely upon advice
of counsel or other  experts with  respect to the meaning and  operation of this
Declaration  and  their  duties  as  Trustees  hereunder,  and shall be under no
liability for any act or omission in accordance  with such advice or for failing
to follow such advice. In discharging their duties, the Trustees, when acting in
good faith, shall be entitled to rely upon the books of account of the Trust and
upon written reports made to the Trustees by any officer  appointed by them, any
independent  registered  public accounting firm and (with respect to the subject
matter of the contract involved) any officer, partner or responsible employee of
any  other  party to any  contract  entered  into  hereunder.  The  appointment,
designation or identification of a Trustee as chair of the Trustees, a member or
chair of a  committee  of the  Trustees,  an  expert on any topic or in any area
(including  an  audit  committee  financial  expert),  or the  lead  independent
Trustee,  or any other special  appointment,  designation or identification of a
Trustee,  shall not impose on that person any standard of care or liability that
is greater  than that  imposed on that person as a Trustee in the absence of the
appointment,  designation  or  identification,  and no Trustee  who has  special
skills or  expertise,  or is  appointed,  designated or identified as aforesaid,
shall be held to a higher  standard of care by virtue thereof.  In addition,  no
appointment,  designation  or  identification  of a Trustee as  aforesaid  shall
affect in any way that Trustee's  rights or entitlement  to  indemnification  or
advancement of expenses.  The Trustees shall not be required to give any bond as
such, nor any surety if a bond is required.

     Section 9.4. Liability of Third Persons Dealing with the Trust or Trustees.
No  person  dealing  with the Trust or the  Trustees  shall be bound to make any
inquiry  concerning  the validity of any  transaction  made or to be made by the
Trust or Trustees or to see to the  application of any payments made or property
transferred to the Trust or upon its order.

     Section 9.5.  Indemnification  and Advancement of Expenses.  Subject to the
exceptions and  limitations  contained in this Section 9.5, every person who is,
or has been, a Trustee, officer, or employee of the Trust, including persons who
serve at the request of the Trust as directors, trustees, officers, employees or
agents  of  another  organization  in  which  the  Trust  has an  interest  as a
shareholder,  creditor  or  otherwise  (hereinafter  referred  to as a  "Covered
Person"),  shall be indemnified by the Trust to the fullest extent  permitted by
law against  liability and against all expenses  reasonably  incurred or paid by
him or in  connection  with any claim,  action,  suit or  proceeding in which he
becomes  involved as a party or  otherwise by virtue of his being or having been
such a Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.

     No  indemnification  shall be provided hereunder to a Covered Person to the
extent such indemnification is prohibited by applicable federal law.

     The rights of  indemnification  herein  provided may be insured  against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any  Covered  Person may now or  hereafter  be  entitled,  shall
continue  as to a person  who has  ceased to be such a Covered  Person and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Subject to applicable federal law, expenses of preparation and presentation
of a defense to any claim,  action,  suit or  proceeding  subject to a claim for
indemnification  under this  Section 9.5 shall be advanced by the Trust prior to
final disposition  thereof upon receipt of an undertaking by or on behalf of the
recipient  to repay such amount if it is  ultimately  determined  that he is not
entitled to indemnification under this Section 9.5.

     To the extent that any determination is required to be made as to whether a
Covered Person engaged in conduct for which  indemnification  is not provided as
described  herein,  or as to whether  there is reason to believe  that a Covered
Person  ultimately  will be found  entitled  to  indemnification,  the Person or
Persons  making the  determination  shall afford the Covered Person a rebuttable
presumption  that the Covered  Person has not  engaged in such  conduct and that
there is reason to believe  that the  Covered  Person  ultimately  will be found
entitled to indemnification.

     As used in this  Section  9.5,  the  words  "claim,"  "action,"  "suit"  or
"proceeding" shall apply to all claims, demands, actions, suits, investigations,
regulatory  inquiries,  proceedings or any other occurrence of a similar nature,
whether  actual or threatened  and whether civil,  criminal,  administrative  or
other, including appeals, and the words "liability" and "expenses" shall include
without  limitation,   attorneys'  fees,  costs,  judgments,   amounts  paid  in
settlement, fines, penalties and other liabilities.

     Section 9.6. Further Indemnification. Nothing contained herein shall affect
any rights to indemnification to which any Covered Person or other Person may be
entitled by contract or otherwise  under law or prevent the Trust from  entering
into any  contract to provide  indemnification  to any  Covered  Person or other
Person.  Without  limiting the foregoing,  the Trust may, in connection with the
acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a
merger or consolidation  pursuant to Section 10.2 hereof,  assume the obligation
to indemnify  any Person  including a Covered  Person or  otherwise  contract to
provide such  indemnification,  and such indemnification shall not be subject to
the terms of this Article IX.

     Section 9.7. Amendments and Modifications.  Without limiting the provisions
of Section  11.1(b)  hereof,  in no event will any  amendment,  modification  or
change to the provisions of this Declaration or the By-Laws  adversely affect in
any manner the rights of any Covered Person to (a) indemnification under Section
9.5  hereof in  connection  with any  proceeding  in which such  Covered  Person
becomes  involved  as a party or  otherwise  by virtue of being or having been a
Trustee,  officer or employee of the Trust or (b) any insurance  payments  under
policies  maintained  by the Trust,  in either  case with  respect to any act or
omission of such  Covered  Person that  occurred or is alleged to have  occurred
prior to the time such amendment,  modification or change to this Declaration or
the By-Laws.

     Section 9.8. Derivative Actions.  (a) The purpose of this Section 9.8 is to
protect  the  interests  of the Trust and its  Shareholders  by  establishing  a
process  that  will  permit  legitimate  inquiries  and  claims  to be made  and
considered while avoiding the time, expense, distraction and other harm that can
be caused to the Trust and its Shareholders as a result of spurious  shareholder
demands and derivative actions.

     (b) No  Shareholder  may bring a derivative or similar action or proceeding
in the  right of the Trust or any Class to  recover a  judgment  in its favor (a
"derivative action") unless each of the following conditions is met:

     (i) Each complaining  Shareholder was a Shareholder of the Trust and of any
Class on behalf of or in the right of which the derivative action is proposed to
be brought  (the  "affected  Class") at the time of the action or failure to act
complained  of, or acquired  the Shares  afterwards  by  operation of law from a
Person who was a Shareholder at that time;

     (ii) Each complaining Shareholder was a Shareholder of the Trust and of any
affected Class at the time the demand required by  subparagraph  (iii) below was
made;

     (iii) Prior to the commencement of such derivative  action, the complaining
Shareholders  have made a written  demand on the  Trustees  requesting  that the
Trustees cause the Trust to file the action itself on behalf of the Trust or the
affected Class (a "demand"),  which demand (A) shall be executed by or on behalf
of  no  less  than  five  complaining  Shareholders,  each  of  which  shall  be
unaffiliated  and unrelated  (by blood or by marriage) to any other  complaining
Shareholder  executing  such written  demand and (B) shall  include at least the
following:

     (1) a detailed  description  of the action or failure to act complained of,
the facts upon which each such  allegation is made and the reasonably  estimated
damages or other relief;

     (2) a statement to the effect that the complaining  Shareholders believe in
good faith that they will  fairly and  adequately  represent  the  interests  of
similarly  situated  Shareholders  in  enforcing  the  right of the Trust or the
affected Class and an explanation of why the  complaining  Shareholders  believe
that to be the case;

     (3) a certification that the requirements of sub-paragraphs (i) and (ii) of
this paragraph (b) have been met, as well as information  reasonably designed to
allow the Trustees to verify that certification;

     (4) a list of all other  derivative  or class  actions  in which any of the
complaining  Shareholders is or was a named  plaintiff,  the court in which such
action was filed, the date of filing,  the name of all counsel to any plaintiffs
and the outcome or current status of such actions;

     (5) a certification  of the number of Shares of the Trust and each affected
Class owned  beneficially  or of record by each  complaining  Shareholder at the
time set forth in  clauses  (i),  (ii) and (iii) of this  subsection  (b) and an
undertaking that each complaining Shareholder will be a Shareholder of the Trust
or the affected  Class as of the  commencement  of and throughout the derivative
action  and will  notify the Trust in  writing  of any sale,  transfer  or other
disposition  by any of the  complaining  Shareholders  of any such Shares within
three business days thereof; and

     (6) an  acknowledgment  of the provisions of paragraphs (d) and (e) of this
Section 9.8 below;

     (iv) Shareholders  owning Shares representing at least five percent (5%) of
the voting  power of the Trust or the  affected  Class must join in bringing the
derivative action; and

     (v) A copy of the  proposed  derivative  complaint  must be  served  on the
Trust,  assuming the requirements of sub-paragraphs  (i) through (iv) above have
already  been met and the  derivative  action has not been barred in  accordance
with paragraph (c)(1) below.

     (c)  Within  90  calendar  days  of the  receipt  of a  Shareholder  demand
submitted in accordance  with the  requirements  above,  those  Trustees who are
independent for purposes of considering the demand (the "independent  Trustees")
will  consider,  with the  assistance  of counsel  who may be  retained  by such
Trustees on behalf and at the expense of the Trust,  the merits of the claim and
determine whether maintaining a suit would be in the best interests of the Trust
or the affected  Class,  as  applicable.  If, during this 90-day  period,  those
independent  Trustees  conclude that a determination  as to the maintenance of a
suit cannot  reasonably  be made  within the 90-day  period,  those  independent
Trustees may extend the 90-day  period by a period of time that the  independent
Trustees   consider   will  be   sufficient  to  permit  them  to  make  such  a
determination, not to exceed 60 calendar days from the end of the initial 90-day
period  (such  90-day  period,  as may be extended as  provided  hereunder,  the
"review period").  Notice of any such decision to extend the review period shall
be sent in  accordance  with  the  provisions  of  Section  4.12  hereof  to the
complaining  Shareholders,  or,  the  Shareholders'  counsel if  represented  by
counsel,  in writing  within five  business  days of any  decision to extend the
period.  Trustees who are not deemed to be  Interested  Persons of the Trust are
deemed  independent for all purposes,  including for the purpose of approving or
dismissing a derivative action. A Trustee otherwise  independent for purposes of
considering  the demand shall not be considered not to be independent  solely by
virtue of (i) the fact that such Trustee  receives  remuneration for his service
as a Trustee of the Trust or as a trustee or director of one or more  investment
companies with the same or an affiliated investment adviser or underwriter, (ii)
the amount of such remuneration, (iii) the fact that such Trustee was identified
in the demand as a potential  defendant  or  witness,  or (iv) the fact that the
Trustee  approved the act being  challenged in the demand if the act resulted in
no  material  personal  benefit  to the  Trustee  or, if the  Trustee  is also a
Shareholder, no material personal benefit that is not shared pro rata with other
Shareholders.

     (1) If the  demand  has been  properly  made  under  paragraph  (b) of this
Section 9.8, and a majority of the  independent  Trustees  have  considered  the
merits of the claim and have determined that  maintaining a suit would not be in
the best interests of the Trust or the affected Class, as applicable, the demand
shall be rejected  and the  complaining  Shareholders  shall not be permitted to
maintain a derivative  action  unless they first  sustain the burden of proof to
the court that the decision of the Trustees not to pursue the  requested  action
was not a good faith exercise of their business judgment on behalf of the Trust.
If upon such consideration a majority of the independent Trustees determine that
such a suit should be  maintained,  then the  appropriate  officers of the Trust
shall either cause the Trust to commence  that suit and such suit shall  proceed
directly rather than  derivatively,  or permit the  complaining  Shareholders to
proceed  derivatively,  provided  however  that  any  counsel  representing  the
interests of the Trust or the affected  Class shall be approved by the Trustees.
The  Trustees,  or the  appropriate  officers  of the  Trust,  shall  inform the
complaining Shareholders of any decision reached under this sub-paragraph (1) by
sending in accordance  with the provisions of Section 4.12 hereof written notice
to each complaining Shareholder, or the Shareholder's counsel, if represented by
counsel, within five business days of such decision having been reached.

     (2)  If  notice  of a  decision  has  not  been  sent  to  the  complaining
Shareholder or the Shareholder's  counsel within the time permitted by paragraph
(1) above, and  sub-paragraphs  (i) through (v) of paragraph (b) above have been
complied  with,  the  complaining  Shareholders  shall  not be  barred  by  this
Declaration from commencing a derivative action.

     (d)  A  complaining  Shareholder  whose  demand  is  rejected  pursuant  to
paragraph  (c)(1)  above  shall  be  responsible  for  the  costs  and  expenses
(including  attorney fees) incurred by the Trust in connection  with the Trust's
consideration  of the  demand if a court  determines  that the  demand  was made
without reasonable cause or for an improper purpose. A Shareholder who commences
or  maintains  a  derivative  action  in  violation  of this  Section  9.8 shall
reimburse  the  Trust for the costs and  expenses  (including  attorneys'  fees)
incurred by the Trust in  connection  with the action if the action is dismissed
on the  basis of the  failure  to  comply  with  this  Section  9.8.  If a court
determines that any derivative action has been brought without  reasonable cause
or for an improper purpose,  the costs and expenses (including  attorneys' fees)
incurred  by the  Trust  in  connection  with the  action  shall be borne by the
Shareholders who commenced the action.

     (e) The Trust shall be responsible for payment of attorneys' fees and legal
expenses  incurred by a complaining  Shareholder  in any  circumstances  only if
required by law. Any  attorneys'  fees so incurred by a complaining  Shareholder
that the  Trust  is  obligated  to pay on the  basis of  hourly  rates  shall be
calculated using reasonable hourly rates.

                                                     ARTICLE X

                                     TERMINATION; MERGERS AND SALE OF ASSETS

     Section  10.1.  Termination  of Trust or Class.  (a) Unless  terminated  as
provided herein,  the Trust shall continue without limitation of time. The Trust
or any Class of the  Trust  may be  terminated  at any time by the  Trustees  by
written  notice to the  Shareholders  of the Trust or such Class as the case may
be.

     (b) Upon the  requisite  action of the Trustees to  terminate  the Trust or
such Class, after paying or otherwise providing for all charges, taxes, expenses
and liabilities,  whether due or accrued or anticipated, as may be determined by
the Trustees,  which may include the  establishment  of a  liquidating  trust or
similar  vehicle,  the Trust shall,  in accordance  with such  procedures as the
Trustees  consider  appropriate,  reduce  the  remaining  assets of the Trust or
assets of the Trust allocable to the particular  Class thereof to  distributable
form in cash or other securities, or any combination thereof, and distribute the
proceeds  to the  Shareholders  of the  Shares of the Trust or such Class in the
manner  determined by the Trustees,  provided that  Shareholders of a particular
Class  shall be  entitled  to  receive a pro rata share of the net assets of the
Trust allocable to such Class only.  Thereupon,  the Trust or the affected Class
shall  terminate,  and the Trustees and the Trust shall be discharged of any and
all further  liabilities and duties relating thereto or arising  therefrom,  and
the right,  title, and interest of all parties with respect to the Trust or such
Class shall be canceled and  discharged.  The Trustees shall file or cause to be
filed any  instruments as may be required to be filed with the  Commonwealth  of
Massachusetts or any other governmental office where such filing may be required
in connection with the termination of the Trust or any Class thereof.

     Section 10.2.  Sale of Assets;  Reorganization.  The Trustees may authorize
the Trust or any Class  thereof  to sell,  lease,  transfer,  pledge,  exchange,
convey or dispose of all or  substantially  all of the Trust Property (or all or
substantially all of the Trust Property allocated to such Class),  including its
good will,  to any one or more  business  trusts or other  business  entities or
series  or  classes  thereof  upon  such  terms  and  conditions  and  for  such
consideration  (which  may  include  the  assumption  of  some  or  all  of  the
outstanding obligations and liabilities, accrued or contingent, whether known or
unknown,  of the Trust or such Class).  Without  limiting the  generality of the
foregoing,  this  provision  may be  utilized  to permit  the Trust or any Class
thereof to pursue its investment program through one or more subsidiary vehicles
or to operate in a master-feeder or fund of funds structure.

     Section 10.3.  Combination of Classes.  The authority of the Trustees under
this  Article X with  respect to the  merger,  consolidation,  sale of assets or
reorganization  of any Class of the Trust is in addition to the authority of the
Trustees  under  Section 4.9 hereof to combine two or more  Classes of the Trust
into a single Class.

                                                    ARTICLE XI

                                        AMENDMENTS; FILINGS; MISCELLANEOUS

     Section 11.1. Amendments to Declaration.  (a) The Trustees may by vote of a
majority  of the  Trustees  then in office  amend or  otherwise  supplement  the
Declaration  by making an  amendment,  a Declaration  supplemental  hereto or an
amended and restated  Declaration,  provided,  however, that an amendment to any
provision of Article V hereof shall require the vote of two-thirds  (2/3) of the
Trustees then in office.

     (b) Nothing  contained in this  Declaration  shall permit the  amendment of
this  Declaration to impair the exemption from personal  liability of any Person
who is or has been a Shareholder, Trustee, officer, or employee of the Trust, or
limit the rights to  indemnification  or  insurance  provided in Article IX with
respect to actions or omissions  of persons  entitled to  indemnification  under
such Article prior to such amendment.

     Section 11.2. Filings; Copies of Declaration;  Counterparts;  Headings. The
original or a copy of this instrument and of each amendment  and/or  restatement
hereto shall be kept in the office of the Trust where it may be inspected by any
Shareholder.  A  copy  of  this  instrument,  any  amendment  thereto,  and  any
Designation executed in accordance with Section 4.9 hereof shall be filed by the
Trustees with the Secretary of the Commonwealth of Massachusetts, as well as any
other  governmental  office where such filing may from time to time be required,
provided,  however,  that  the  failure  to so file  will  not  invalidate  this
instrument,  any properly  authorized  amendment hereto, or Designation.  Anyone
dealing with the Trust may rely on a certificate by an officer or Trustee of the
Trust as to whether or not any such  amendments,  restatements  or  Designations
have been made and as to any matters in connection with the Trust hereunder, and
with the same effect as if it were the original, may rely on a copy certified by
an officer or  Trustee  of the Trust to be a copy of this  instrument  or of any
such amendments,  restatements or Designations.  This instrument may be executed
in any  number of  counterparts,  each of which  shall be  deemed  an  original.
Headings are placed herein for convenience of reference only, and in case of any
conflict, the text of this instrument, rather than the headings, shall control.

     Section 11.3. Trustees May Resolve  Ambiguities.  The Trustees may construe
any of the provisions of this  Declaration  insofar as the same may appear to be
ambiguous  or  inconsistent  with  any  other  provisions  hereof,  and any such
construction  hereof by the Trustees in good faith shall be conclusive as to the
meaning to be given to such provisions.

     Section 11.4.  Applicable Law, Forum  Selection,  and Jury Waiver.  (a) The
Trust set forth in this instrument is created under and is to be governed by and
construed  and  administered  according  to  the  laws  of the  Commonwealth  of
Massachusetts,   without   reference  to  its  conflicts  of  law  rules,  as  a
Massachusetts  business trust, , and without limiting the provisions hereof, the
Trust  specifically  reserves  the  right  to  exercise  any of the  powers  and
privileges  afforded  to  business  trusts or actions  that may be engaged in by
business  trusts,  and the  absence of a specific  reference  herein to any such
power, privilege, or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

     (b)  Notwithstanding  the first sentence of Section 11.4(a)  hereof,  there
shall not be applicable  to the Trust,  the Trustees,  or this  Declaration  any
provisions  of  the  laws   (statutory  or  common)  of  the   Commonwealth   of
Massachusetts (other than Chapter 182 of the Massachusetts  General Laws) or any
other state  pertaining to trusts,  including by way of illustration and without
limitation,  laws that relate to or  regulate:  (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees and
charges;  (ii)  affirmative  requirements to post bonds for trustees,  officers,
agents,  or employees of a trust;  (iii) the  necessity for obtaining a court or
other governmental approval concerning the acquisition,  holding, or disposition
of real or personal  property;  (iv) fees or other sums  applicable to trustees,
officers,  agents or employees of a trust;  (v) the  allocation  of receipts and
expenditures  to income or principal;  (vi)  restrictions  or limitations on the
permissible   nature,   amount,   or  concentration  of  trust   investments  or
requirements  relating to the  titling,  storage,  or other manner of holding of
trust  assets;  or (vii) the  establishment  of fiduciary or other  standards or
responsibilities  or  limitations  on the  acts  or  powers  or  liabilities  or
authorities  and  powers of  trustees,  if such laws are  inconsistent  with the
authorities  and powers or  limitation on liability of the Trustees set forth or
referenced in this Declaration.

     (c) No provision of this Declaration shall be effective to require a waiver
of compliance with any provision of the Securities Act of 1933, as amended,  the
Securities  Exchange  Act of 1934,  as amended or the 1940 Act,  or of any valid
rule, regulation or order of the Commission thereunder.

     (d) Any  action  commenced  by a  Shareholder,  directly  or  derivatively,
against the Trust or a Class thereof, its Trustees or officers, shall be brought
only in the U.S.  District  Court for the Southern  District of New York,  or if
such action may not be brought in that court,  then such action shall be brought
in NY state court (the "Chosen  Courts").  The Trust, its Trustees and officers,
and its Shareholders (a) waive any objection to venue in either Chosen Court and
(b) waive any objection that either Chosen Court is an inconvenient forum.

     (e) In any action commenced by a Shareholder against the Trust or any Class
thereof,  its Trustees or officers,  or as a derivative  action on behalf of the
Trust,  or any Class thereof there shall be no right to a jury trial.  THE RIGHT
TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.

     Section  11.5.  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 such provision,  in whole or in
part,  is in  conflict  with the 1940  Act,  the  regulated  investment  company
provisions of the Code, and the regulations thereunder, or with other applicable
laws and  regulations,  the conflicting  provision,  or the conflicting  part or
parts  thereof,  shall be deemed not to  constitute 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 whole or in part,  in any  jurisdiction,  such  invalidity or
unenforceability  shall  attach  only to such  provision,  or such part or parts
thereof,  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 11.6. Writings.  To the fullest extent permitted by applicable law,
except as the Trustees may otherwise determine:

     (a) any  requirements in this Declaration or in the By-Laws that any action
be taken by means of any writing,  including,  without  limitation,  any written
instrument,  any written consent or any written agreement, shall be deemed to be
satisfied by means of any  electronic  record in such form that is acceptable to
the Trustees  provided  such form is capable of  conversion  into a written form
within a reasonable time; and

     (b) any requirements in this Declaration or in the By-Laws that any writing
be signed shall be deemed to be satisfied  by any  electronic  signature in such
form that is acceptable to the Trustees.

     IN WITNESS WHEREOF, the undersigned,  being the Trustees of the Trust, have
executed this instrument as of the date first written above.


   /s/ Phillip S. Gillespie                              /s/ Taylor V. Edwards
   Phillip S. Gillespie                                  Taylor V. Edwards


   --------------------------------------------------
   /s/ Nancy S. Vann
   Nancy S. Vann





SCHEDULE A
                                                      Classes
                                          (Effective as of June 15, 2006)

Class A