EX-99.77H CHNG CNTRL

Q77(h) (Change in Control)

Virtus Mid-Cap Core Fund (Series 18):
National Financial Services, LLC ("National Financial"), on
behalf of its customers, acquired control on or about April
30, 2015 due to a series of purchases.  As of the end of the
period, National Financial owned approximately 25.64% of the
shares (as measured in assets).

EX-99.77Q1 OTHR EXHB

VIRTUS EQUITY TRUST
(the "Trust")

Second Amendment dated August 20, 2015 to the Declaration of
Trust

ARTICLE VIII

Miscellaneous

      Section 6.  (c)Choice of Forum Provision.  Unless the Trust
consents in writing to the selection of an alternative forum,
any suit, action or proceeding brought by or in the right of any
Shareholder or any person claiming any interest in any Shares
seeking to enforce any provision of, or based on any matter
arising out of, or in connection with, this Declaration of Trust
or the Trust, any Series or Class or any Shares, including any
claim of any nature against the Trust, any Series or Class, the
Trustees or officers of the Trust, shall be brought exclusively
in a federal or state court located within the State of
Delaware, and all Shareholders and other such Persons hereby
irrevocably consent to the jurisdiction of such courts (and the
appropriate appellate courts therefrom) in any such suit, action
or proceeding and irrevocably waive, to the fullest extent
permitted by law, any objection they may make now or hereafter
have to the laying of the venue of any such suit, action or
proceeding in such court or that any such suit, action or
proceeding brought in any such court has been brought in an
inconvenient forum.



PHOENIX EQUITY TRUST (the "Trust")

Amendment dated November 16, 2006 to the Declaration of Trust

ARTICLE IV
Trustees
Section 2.  Number, Election and Tenure.  The number and tenure
of Trustees shall be set by resolution of the Board of Trustees
of the Trust.  In the event that less than a majority of the
Trustees holding office have been elected by the Shareholders,
to the extent required by the 1940 Act, the Trustees then in
office shall call a Shareholders' meeting for the election of
Trustees. Any Trustee may resign at any time by written
instrument signed by her or him and delivered to any officer of
the Trust or to the Secretary of any meeting of the Trustees.
Such resignation shall be effective upon receipt unless
specified to be effective at some other time.  Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following her or his
resignation or removal, or any right to damages on account of
such removal.  Any Trustee may be removed with or without cause
at any meeting of Shareholders by a vote of two-thirds of the
outstanding Shares of the Trust or by a vote of two-thirds of
the number of Trustees prior to such removal.


AGREEMENT AND DECLARATION OF TRUST
OF
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into
as of the date set forth below by the Trustees named hereunder
for the purpose of forming a Delaware business trust in
accordance with the provisions hereinafter set forth,
NOW, THEREFORE, the Initial Trustee hereby directs that the
Certificate of Trust be filed with the Office of the Secretary
of State of the State of Delaware, and the Initial Trustee does
hereby declare that the Trustees will hold in trust all cash,
securities and other assets that the Trust now possesses or may
hereafter acquire from time to time in any manner and manage and
dispose of the same upon the following terms and conditions for
the benefit of the holders of Shares in the Trust.
ARTICLE I
Name and Definitions
Section 1.Name.   This Trust shall be known as "Phoenix-Aberdeen
Worldwide Opportunities 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:

(a) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time, which By-Laws are expressly herein
incorporated by reference as part of the "governing instrument"
within the meaning of the Delaware Act;

(b) "Certificate of Trust" means the certificate of trust, as
amended or restated from time to time, filed by the Trustees in
the Office of the Secretary of State of the State of Delaware in
accordance with the Delaware Act;

(c) "Class" means a class of Shares of a Series of the Trust
established in accordance with the provisions of Article III
hereof;

(d) "Commission" and "Principal Underwriter" shall have the
meanings given them in the 1940 Act;

(e) "Declaration of Trust" means this Agreement and Declaration
of Trust, as amended or restated from time to time;

(f) "Delaware Act" means the Delaware Business Trust Act, 12
Del. C. Sections 3801 et seq., as amended from time to time;

(g) "Initial Trustee" means the person or persons who have
signed this
Declaration of Trust;

(h) "Manager" means a party furnishing services to the Trust
pursuant to any contract described in Article IV, Section 9(a)
hereof;

(i) "1940 Act" means the Investment Company Act of 1940 and the
rules and regulations thereunder, all as amended from time to
time;

(j)"Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and
other entities, whether or not legal entities, and governments
and agencies and political subdivisions thereof, whether
domestic or foreign;

(k) "Series" means each Series of Shares established and
designated under or in accordance with the provisions of Article
III;

(1)"Shareholder" means a record owner of outstanding Shares;

(m) "Shares" means the Shares of beneficial interest into which
the beneficial interest in the Trust shall be divided from time
to time and includes fractions of Shares as well as whole
Shares;

(n) "Trust" means the Delaware business trust established under
the Delaware Act by this Declaration of Trust and the filing of
the Certificate of Trust in the Office of the Secretary of State
of the State of Delaware;

(o) "Trust Property" means any and all property, real or
personal, tangible or intangible, that is from time to time
owned or held by or for the account of the Trust; and

(p) "Trustees" means the Initial Trustee, and all other Persons
who may from time to time be duly elected or appointed to serve
as Trustees in accordance with the provisions hereof, in each
case so long as such Person shall continue in office in
accordance with the terms of this Declaration of Trust, and
reference herein to a Trustee or the Trustees shall refer to
such Person or Persons in her or his or their capacity as
trustees hereunder.

ARTICLE II

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the
1940 Act through one or more Series investing primarily in
securities, and to carry on such other business as the Trustees
may from time to time determine pursuant to their authority
under this Declaration of Trust.

ARTICLE III

Shares

Section 1.Division of Beneficial Interest. The beneficial
interest in the Trust may be divided into one or more Series.
Each Series may be divided into one or more Classes. Subject to
the further provisions of this Article III and any applicable
requirements of the 1940 Act, the Trustees shall have full power
and authority, in their sole discretion, and without obtaining
the approval of the Shareholders of any Series or Class thereof,
(i) to divide the beneficial interest in the Trust or in each
Series or Class thereof into Shares, or with or without par
value as the Trustees shall determine, (ii) to issue Shares
without limitation as to number (including fractional Shares),
to such Persons and for such amount and type of consideration,
including cash or securities, at such time or times and on such
terms as the Trustees may deem appropriate, (iii) to establish
and designate and to change in any manner any Series or Class
thereof and to fix such preferences, voting powers, rights,
duties and privileges and business purpose of each Series or
Class thereof as the Trustees may from time to time determine,
which preferences, voting powers, rights, duties and privileges
may be senior or subordinate to (or in the case of business
purpose, different from) any existing Series or Class thereof
and may be limited to specified property or obligations of the
Trust or profits and losses associated with specified property
or obligations of the Trust, (iv) to divide or combine the
Shares of any Series or Class thereof into a greater or lesser
number, or issue dividends in Shares with respect to Shares of
any Series or Class, without thereby materially changing the
proportionate beneficial interest of the Shares of such Series
or Class in the assets held with respect to that Series or Class
thereof, (v) to classify or reclassify any issued Shares of any
Series or Class thereof into Shares of one or more Series or
Classes thereof and (vi) to take such other action with respect
to the Shares as the Trustees may deem desirable.
Except as provided in this Declaration of Trust or in the
resolution establishing a Class or Series consistent with the
requirements of the 1940 Act, each Share of a Series of the
Trust shall represent an equal beneficial interest in the net
assets of such Series, and each holder of Shares of a Series
shall be entitled to receive such holder's pro rata share of
distributions of income and capital gains, if any, made with
respect to such Series. Upon redemption of the Shares of any
Series or Class thereof, the applicable Shareholder shall be
entitled to be paid solely out of, the funds and property of
such Series of the Trust.
All references to Shares in this Declaration of Trust shall be
deemed to be Shares of any or all Series or Classes thereof,
except as the context otherwise requires. All provisions herein
relating to the Trust shall apply equally to each Series of the
Trust and each Class thereof, except as the context otherwise
requires.
All Shares 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.  Except as otherwise provided by the Trustees,
Shareholders shall have no appraisal, preemptive or  other right
to subscribe to any additional Shares or other securities issued
by the Trust.
Section 2.Ownership of Shares.  The Ownership of Shares of each
Series and Class shall be recorded separately on the books of
the Trust or by one or more transfer, sub-transfer or similar
agents on behalf of the Trust.  No certificates certifying the
ownership of Shares shall be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make
such rules as they consider appropriate for the issuance of
Share certificates, the transfer of Shares of each Series (or
Class) and similar matters. The record books of the Trust as
kept by the Trust or by one or more transfer, sub-transfer or
similar agents, as the case may be, shall be conclusive as to
the identity of the Shareholders of each Series (or Class) and
as to the number of Shares of each Series (or Class) held from
time to time by each Shareholder.

Section 3.Transfer of Shares.  Except as otherwise provided by
the Trustees, Shares shall be transferable on the books of the
Trust only by the record holder thereof or by his duly
authorized agent upon delivery to the Trustees or the Trust's
transfer agent of a duly executed instrument of transfer,
together with a Share certificate if one is outstanding, and
such evidence of the genuineness of the execution and
authorization thereof as may be required by the Trustees and of
such other matters as may be required by the Trustees. Upon such
delivery, and subject to any further requirements specified by
the Trustees or contained in the By-Laws, the transfer shall be
recorded on the books of the Trust. Until a transfer is so
recorded, the Shareholder of record of Shares shall be deemed to
be the holder of such Shares for all purposes hereunder and
neither the Trustees nor the Trust, nor any transfer agent,
Shareholder servicing agent or similar agent, any officer,
employee or agent of the Trust, shall be affected by any notice
of a proposed transfer.
Section 4.Investments in the Trust.  Investments may be accepted
by the Trust from such Persons, at such times, on such terms,
and for such consideration as the Trustees from time to time may
authorize.
Section 5.Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the
rights provided in this instrument. Every shareholder by virtue
of having become a Shareholder shall be held to have expressly
assented and agreed to the terms hereof. The death, incapacity,
dissolution, termination or bankruptcy of a Shareholder during
the existence of the Trust shall not 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 entitles such
representative only to the rights of such Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to
any title in or to the whole or any part of the Trust Property
or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the
Shareholders as partners.  Neither the Trust nor the Trustees,
nor  any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholder, nor, except as
specifically provided herein, to call upon any Shareholder for
the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to
pay. Except as specifically provided herein, no Shareholder
shall be personally liable for the debts, liabilities,
obligations or expenses incurred by, contracted for, or
otherwise existing with respect to, the Trust or by or on behalf
of any Series or Class. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or Trustees
relating to the Trust or to a Series or Class may include a
recitation limiting the obligation represented thereby to the
Trust or to one or more Series and its respective assets (but
the omission of such a recitation shall not operate to bind any
Shareholder or Trustee of the Trust).
Section 6.Establishment and Designation of Series (or Class).
The Trustees may establish and designate one or more Series or
Classes in their sole discretion without obtaining the approval
of the Shareholders of any Series or Class thereof (except as
otherwise required by the 1940 Act).  The establishment and
designation of any Series (or Class) of Shares shall be
effective upon the adoption by a majority of the then Trustees
of a resolution that sets forth such establishment and
designation and the relative rights and preferences of such
Series (or Class), whether directly in such resolution or by
reference to another document including, without limitation, any
registration statement of the Trust, or as otherwise provided in
such resolution.
Shares of each Series (or Class) established pursuant to this
Article III, unless otherwise provided in the resolution
establishing such Series, shall have the following relative
rights and preferences:
(a)Assets Held with Respect to a Particular Series or Class.
All consideration received by the Trust for the issue or sale of
Shares of a particular Series or Class thereof, together with
all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof
from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series (or Class) for
all purposes, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings,
profits and proceeds thereof, from whatever source derived,
including, without limitation, any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as "assets
held with respect to" that Series (or Class thereof). In the
event that there are any assets, income, earnings, profits and
proceeds thereof, funds or payments that are not readily
identifiable as assets held with respect to any particular
Series (collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any one or
more of the Series (and the Classes thereof) in such manner and
on such basis as the Trustees, in their sole discretion, deem
fair and equitable, and any General Assets so allocated to a
particular Series (and the Classes thereof) shall be assets held
with respect to that Series and such Classes. Each such
allocation by the Trustees shall be conclusive and binding upon
the Shareholders of all Series and Classes for all purposes.
Separate and distinct records shall be maintained for each
Series and the assets held with respect to each Series shall be
held and accounted for separately from the assets held with
respect to all other Series and the General Assets of the Trust
not allocated to such Series.
(b)Liabilities Attributable to a Particular Series (or Class).
The assets of the Trust held with respect to each particular
Series (or Class thereof) shall be charged exclusively with the
liabilities of the Trust attributable to that Series or Class
and all expenses, costs, charges and reserves attributable to
that Series or Class. Any general liabilities of the Trust that
are not readily identifiable as being attributable to any
particular Series (and the Classes thereof) shall be allocated
and charged by the Trustees to and among any one or more of the
Series (and the Classes thereof) in such manner and on such
basis as the Trustees in their sole discretion deem fair and
equitable. All liabilities, expenses, costs, charges, and
reserves so charged to a Series (and the Classes thereof) are
herein referred to as "liabilities attributable to" that Series
(or Class thereof). Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive
and binding upon the Shareholders of all Series and Classes for
all purposes. All liabilities attributable to a particular
Series shall be enforceable against the assets held with respect
to such Series only and not against the assets of the Trust
generally or against the assets held with respect to any other
Series. Notice of this limitation on the liability of each
Series shall be set forth in the Certificate of Trust or in an
amendment thereto prior to the issuance of any Shares of a
Series. To the extent that the Trustees, pursuant to Section 2
of Article VII hereof, include a Class limitation on liability
in any note, bond, contract, instrument, certificate or
undertaking made with respect to any Class, the parties to such
note, bond, contract, instrument, certificate or undertaking
shall look only to the assets attributable to such Class in
satisfaction of the liabilities arising thereunder and not to
the assets attributable to any other Class of the applicable
Series.
(c)Dividends.  Dividends and distributions on Shares of a
particular Series or any class thereof may be paid with such
frequency as the Trustees in their sole discretion may
determine, which may be daily or otherwise pursuant to a
standing resolution or resolutions adopted only once or with
such frequency as the Trustees in their sole discretion may
determine, to the holders of Shares of that Series or Class,
from such of the income and capital gains, accrued or realized,
from the assets belonging to that Series, or in the case of a
Class, belonging to that Series and allocable to that Class, as
the Trustees in their sole discretion may determine, after
providing for actual and accrued liabilities belonging to that
Series or Class.  All dividends and distributions on Shares of a
particular Series or Class thereof shall be distributed pro rata
to the holders of Shares of that Series or Class in proportion
to the number of Shares of that Series or Class held by such
holders at the date and time of record established for the
payment of such dividends or distributions, except that in
connection with any dividend or distribution program or
procedure and when consistent with applicable law, the Trustees
in their sole discretion may determine that no dividend or
distribution shall be payable on Shares as to which the
Shareholder's purchase order and/or payment have not been
received by the time or times established by the Trustees under
such program or procedure.  Such dividends and distributions
may be made in cash or Shares of that Series or Class or a
combination thereof as determined by the Trustees in their sole
discretion or pursuant to any program that the Trustees may
have in effect at the time for the election by each Shareholder
of the mode of the making of such dividend or distribution to
that Shareholder.  The Trustees shall have full discretion, to
the extent not inconsistent with the 1940 Act, to determine
which items shall be treated as income and which items as
capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
(d)Fractions.  Any fractional Share of a Series (or Class
thereof) shall carry proportionately all the rights and
obligations of a whole Share of that Series or Class, including
rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and termination of the
Trust.
(e)Combination of Series.  The Trustees shall have the
authority, without the approval of the Shareholders of any
Series (or Class thereof), unless otherwise required by
applicable law, to combine the assets and liabilities
attributable to any two or more Series (or Classes) into assets
and liabilities attributable to a single Series or Class.
Section 7.Indemnification of Shareholders.  If any Shareholder
or former Shareholder shall be exposed to liability by reason
of a claim or demand relating to such Person being or having
been a Shareholder, and not because of such Person's  acts or
omissions, the Shareholder or former Shareholder (or such
Person's  heirs, executors, administrators, or other legal
representatives or in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified out of the
assets of the Trust against all cost and expense reasonably
incurred in connection with such claim or demand, but only out
of the assets held with respect to the particular Series of
Shares of which such Person is or was a Shareholder and from or
in relation to which such liability arose. The Trust may, at
its option and shall, upon request by the Shareholder, assume
the defense of any claim made against the Shareholder for any
act or obligation of the Trust and satisfy any judgment thereon
from the assets held with respect to the particular series.


ARTICLE IV
Trustees
Section 1.Election of Trustees.  Upon the issuance of
beneficial interests of the Trust, the initial shareholder of
the Trust shall elect Trustees of the Trust; to the extent that
persons so elected are different from the Initial Trustee, such
persons shall replace the Initial Trustee as Trustees of the
Trust.

Section 2. Number, Election and Tenure.  The number of Trustees
shall initially be one (1), who shall be Philip R. McLoughlin.
After the initial election of Trustees, the number of Trustees
shall be eleven (11) or such other number as shall, from time
to time, be determined by the Trustees. Except as described
above with respect to the Initial Trustee, each Trustee shall
serve during the continued term of the Trust until she or he
dies, resigns, is declared incompetent by a court of appropriate
jurisdiction, or is removed, or, if sooner, until the next
meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of her or his
successor.  In the event that less than the majority of the
Trustees holding office have been elected by the Shareholders,
to the extent required by the 1940 Act, the Trustees then in
office shall call a Shareholders' meeting for the election of
Trustees. Any Trustee may resign at any time by written
instrument signed by her or him and delivered to any officer of
the Trust or to the Secretary of any meeting of the Trustees.
Such resignation shall be effective upon receipt unless
specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following her or his
resignation or removal, or any right to damages on account of
such removal. Any Trustee may be removed with or without cause
at any meeting of Shareholders by a vote of two-thirds of the
outstanding Shares of the Trust or by a vote of two-thirds of
the number of Trustees prior to such removal.

Section 3.Vacancies.  Any vacancy or anticipated vacancy
resulting from any reason, including without limitation the
death, resignation, retirement, removal or incapacity of any of
the Trustees, or resulting from an increase in the number of
Trustees by the other Trustees may (but so long as there are at
least two remaining Trustees, need not unless required by the
1940 Act) be filled by a majority of the remaining Trustees,
subject to the provisions of Section 16(a) of the 1940 Act,
through the appointment in writing of such other person as such
remaining Trustees in their discretion shall determine and such
appointment shall be effective upon the written acceptance of
the person named therein to serve as a Trustee and agreement by
such person to be bound by the provisions of this Declaration
of Trust, except to the extent that such appointment or such
acceptance provides that it shall be effective at a later date
or upon the occurrence of a later event.

Section 4.Effect of Death, Resignation, etc. of a Trustee.  The
death, declination to serve, resignation, retirement, removal,
or incapacity of one or more 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 of Trust.
Whenever there shall be fewer than the designated number of
Trustees, until additional Trustees are elected or appointed as
provided herein to bring the total number of Trustees equal to
the designated number, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by
this Declaration of Trust. As conclusive evidence of such
vacancy, a written instrument certifying the existence of such
vacancy may be executed by an officer of the Trust or by a
majority of the Trustees then in office. In the event of the
death, declination, resignation, retirement, removal, or
incapacity of all the then Trustees within a short period of
time and without the opportunity for at least one Trustee being
able to appoint additional Trustees to replace those no longer
serving, the Trust's Managers are empowered to appoint new
Trustees subject to the applicable provisions of the 1940 Act.

Section 5.Powers.  Subject to the provisions of this Declaration
of Trust, the business of the Trust shall be managed by the
Trustees; the Trustees shall have full power and authority to
do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust,
including the power to engage in securities transactions of all
kinds on behalf of the Trust. Without limiting the foregoing,
the Trustees may:
(a)adopt By-Laws not inconsistent with this Declaration of Trust
providing for the regulation and management of the affairs of
the Trust and may amend and repeal them to the extent that such
By-Laws do not reserve that right to the Shareholders;

(b) elect and remove, with or without cause, such officers and
appoint and terminate such agents as they consider appropriate;

(c)appoint from their own number and establish and terminate
one or more committees consisting of two or more Trustees which
may exercise the powers and authority of the Board of Trustees
to the extent that the Board of Trustees determine;

(d)provide for the issuance and distribution of Shares by the
Trust directly or through one or more Principal Underwriters or
otherwise;

(e)redeem, repurchase and transfer Shares pursuant to applicable
law;

(f) operate as and carry out the business of an investment
company, and exercise all the powers necessary or appropriate to
the conduct of such operations;

(g)invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange,
distribute, purchase or write options on, lend, enter into
contracts for the future acquisition or delivery of, or
otherwise deal in or dispose of, securities, indices,
currencies, commodities or other property of every nature and
kind, including, without limitation, all types of bonds,
debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit
or indebtedness, commercial paper, repurchase agreements,
bankers' acceptances, and other securities, commodities or
contracts of any kind, issued, created, guaranteed, or sponsored
by any and all Persons, including, without limitation, states,
territories, and possessions of the United States and the
District of Columbia and any political subdivision, agency, or
instrumentality thereof, the U.S. Government or any foreign
government or any political subdivision of the U.S. Government
or any foreign government, or any domestic or international
instrumentality, or by any bank or savings institution, or by
any corporation or organization organized under the laws of the
United States or of any state, territory, or possession thereof,
or by any corporation or organization organized under any
foreign law, or in "when issued" contracts for any such
securities; to change the investments of the assets of the
Trust; and to exercise any and all rights, powers, and
privileges of ownership or interest in respect of any and all
such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons to
exercise any of said rights, powers, and privileges in respect
of any of said instruments;

(h)sell, exchange, lend, pledge, mortgage, hypothecate, lease,
or write options (including options on futures contracts) with
respect to or otherwise deal in any property rights relating to
any or all of the assets of the Trust or any Series or Class
thereof;

(i)vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to
execute and deliver proxies or powers of attorney to such Person
or Persons as the Trustees shall deem proper, granting to such
Person or Persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;

(j)set record dates for the determination of Shareholders
with respect to various  matters,  which, for purposes  of
determining the Shareholders of any Series (or Class) who are
entitled  to receive  payment  of any dividend or of any other
distribution shall be on or before the date for the payment
of such dividend or such other payment,  as the record date
for determining the Shareholders of such Series (or Class)
having the right to receive  such dividend or distribution;
without  fixing a record date, the Trustees may for
distribution purposes close the register  or transfer  books
for one or more Series (or Classes) at any time prior to the
payment  of a distribution; nothing  in this subsection shall
be construed as precluding the Trustees from setting
different  record dates for different  Series (or Classes);

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

(1)hold any security  or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable
form, or in its own name or in the name of one or more
custodians, sub-custodians, depositories, nominees or
otherwise;

(m)consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer of any security or property which is held in the Trust;
to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls
or subscriptions with respect to any security or property held
in the Trust;

(n)join with other security  or property holders in acting
through  a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or
property with, or transfer any security or property to, any
such committee, depositary or trustee, and to delegate to them
such power and authority with relation to any security or
property (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;

(o)compromise, arbitrate  or otherwise adjust claims in favor
of or against the Trust or any matter in controversy,
including, but not limited to, claims for taxes;

(p)enter into joint ventures, general or limited partnerships
and any other combinations or associations;

(q)borrow  funds or other property in the name of the Trust
for the benefit of one or more Series and in connection
therewith issue notes or other evidences of indebtedness; and
to mortgage and pledge the Trust Property allocable  to such
Series or any part thereof to secure  any or all of such
indebtedness;

(r)endorse  or guarantee the payment  of any notes or other
obligations of any Person; to make contracts of guaranty  or
suretyship, or otherwise assume  liability  for payment
thereof; and to mortgage and pledge the Trust Property or any
part thereof to secure  any of or all of such obligations;

(s)purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for
the conduct of the business, including, without limitation,
insurance policies insuring the assets of the Trust or payment
of distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal
underwriters, or independent contractors of the Trust,
individually against all claims and liabilities of every nature
arising by reason of holding Shares, holding, being in or having
held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such Person as
Trustee, officer, employee, agent, investment adviser, principal
underwriter, or independent contractor, including any action
taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such Person against liability;

(t)adopt, establish and carry out pension, profit-sharing, Share
bonus, Share purchase, savings, thrift and other retirement,
incentive and benefit plans and trusts, including the purchasing
of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust;

(u)enter into contracts of any kind and description;

(v)interpret the investment policies, practices or limitations
of any Series;

(w)establish a registered office and have a registered agent in
the State of Delaware;
(x)invest all or any portion of the assets of any Series in one
or more other investment companies, including investment by
means of transfer of such assets in exchange for an interest or
interests in such investment company;

(y)subject to the 1940 Act, engage in any other lawful act or
activity in which a business trust organized under the Delaware
Act may engage; and

(z)in general, carry on any other business in connection with or
incidental to any of the foregoing powers, do everything
necessary, suitable or proper for the accomplishment of any
purpose or the attainment of any object or the furtherance of
any power hereinbefore set forth, either alone, through their
committees, officers and agents, 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.

Any determination as to what is in the interests of the Trust
made by the Trustees in good faith shall be conclusive.  In
construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the
Trustees. Unless otherwise specified herein or in the By-Laws or
required by law, any action by the Trustees shall be deemed
effective if approved or taken by a majority of the Trustees
present at a meeting of Trustees at which a quorum of Trustees
is present, within or without the State of Delaware or in a
writing signed by a majority of Trustees then in office.

The foregoing clauses shall be construed as objects and powers,
and the foregoing enumeration of specific powers shall not be
held to limit or restrict in any manner the general power of the
Trustees. Any action by one or more of the Trustees in their
capacity as such hereunder shall be deemed an action on behalf
of the Trust or the applicable Series, and not an action in an
individual capacity.

The Trust shall not be limited to investing in obligations
maturing before the possible termination of the Trust or one or
more of its Series or Classes thereof. The Trust shall not in
any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. The Trust shall
not be required to obtain any court order to deal with any
assets of the Trust or take any other action hereunder.

Section 6.Payment of Expenses by the Trust.  The Trustees are
authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly
out of income, as they deem fair, all expenses, fees, charges,
taxes and liabilities incurred or arising in connection with
the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees compensation and
such expenses and charges for the services of the Trust's
officers, employees, Manager, Principal Underwriters, auditors,
counsel, custodians, transfer agents, Shareholder servicing
agents, and such other agents or independent contractors and
such other expenses and charges as the Trustees may deem
necessary or proper to incur, which expenses, fees, charges,
taxes and liabilities shall be allocated in accordance with
Article III, Section 6 hereof.

Section 7.Payment of Expenses by Shareholders.  The Trustees
shall have the power to cause each Shareholder, or each
Shareholder of any particular Series or Class, to pay directly,
at such intervals as the Trustees may determine, in advance or
arrears, for charges of the Trust's transfer agent, Shareholder
servicing or similar agent, in an amount or at a rate fixed from
time to time by the Trustees, by setting off such charges due
from such Shareholder from declared but unpaid dividends owed
such Shareholder and/or by reducing the number of Shares in the
account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of
such charges due from such Shareholder.

Section 8.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. Title to all of the assets of the Trust shall
at all times be considered as vested in the Trust, except that
the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the
Trustees, or in the name of any other Person as nominee, on
such terms as the Trustees may determine. The right, title and
interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee.
Upon the resignation, removal or death of a Trustee, she or he
shall automatically cease to have any right, title or interest
in any of the Trust Property, and the right, title and interest
of such Trustee in the Trust Property shall vest automatically
in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have
been executed and delivered.
Section 9.Service Contracts.

(a)Subject to such requirements and restrictions as may be set
forth under federal and/or state law and in the By-Laws,
including, without limitation, at the date hereof the
requirements of Section 15 of the 1940 Act, or any successor
provision, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory, management
and/or administrative services for the Trust or for any Series
(or Class thereof) with any corporation, trust, association or
other organization; and any such contract may contain such other
terms as the Trustees may determine, including, without
limitation, authority for the Manager to delegate certain or
all of its duties under such contracts to qualified investment
advisers and administrators and to determine from time to time
without prior consultation with the Trustees what investments
shall be purchased, held, sold or exchanged and what portion, if
any, of the assets of the Trust shall be held uninvested and to
make changes in the Trust's  investments, or such other
activities as may specifically be delegated to such party.
(b)The Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other
organization, appointing it exclusive or nonexclusive
distributor or Principal Underwriter for the Shares of one or
more of the Series (or Classes thereof) or other securities to
be issued by the Trust. Every such contract shall comply with
such requirements and restrictions as may be set forth under
federal and/or state law and in the By-Laws, including, without
limitation, at the date hereof the requirements of Section 15 of
the 1940 Act, or any successor provision; and any such contract
may contain such other terms as the Trustees may determine.

(c)The Trustees are also empowered, at any time and from time to
time, to contract with any corporations, trusts, associations or
other organizations, appointing it or them the custodian,
transfer agent and/or Shareholder servicing agent for the Trust
or one or more of its Series (or Classes). Every such contract
shall comply with such requirements and restrictions as may be
set forth under federal and/or state law and in the By-Laws or
stipulated by resolution of the Trustees. The Trustees are
empowered, at any time and from time to time, to retain
subagents (foreign or domestic) in connection with any service
provider to the Trust or one or more of its Series (or
Classes).

(d)Subject to applicable law, the Trustees are further
empowered, at any time and from time to time, to contract with
any entity to provide such other services, including without
limitation accounting and pricing services, to the Trust or one
or more of the Series (or Classes thereof), as the Trustees
determine to be in the best interests of the Trust and the
applicable Series (or Class).

(e)The fact that:

(i)any of the Shareholders, Trustees, or officers of the Trust
is a Shareholder, director, officer, partner, trustee, employee,
Manager, adviser, Principal Underwriter, distributor, or
affiliate or agent of or for any corporation, trust,
association, or other organization, or for any parent or
affiliate of any organization, with which an advisory,
management or administration contract, or principal
underwriter's or distributor's contract, or transfer,
Shareholder servicing or other type of service contract may have
been or may hereafter be made, or that any such organization,
or any parent or affiliate thereof, is a Shareholder or has an
interest in the Trust, or that

(ii)any corporation, trust, association or other organization
with which an advisory, management or administration contract
or principal underwriter's or distributor's contract, or
transfer, Shareholder servicing or other type of service
contract may have been or may hereafter be made also has an
advisory, management or administration contract, or principal
underwriter's or distributor's contract, or transfer,
Shareholder servicing or other service contract with one or
more
other corporations, trusts, associations, or other
organizations, or has other business or interests, shall not
affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon
or executing the same, or create any liability or accountability
to the Trust or its Shareholders, provided approval of each
such contract is made pursuant to the requirements of the 1940
Act.

Section 10.Trustees and Officers as Shareholders.  Any Trustee,
officer or agent of the Trust may acquire, own and dispose of
Shares to the same extent as if he were not a Trustee, officer
or agent; and the Trustees may issue and sell and cause to be
issued and sold Shares to, and redeem such Shares from, any
such Person or any firm or company in which such Person is
interested, subject only to the general limitations contained
herein or in the By-Laws relating to the sale and redemption of
such Shares.

ARTICLE V

Shareholders' Voting Powers and Meetings

Section 1.Voting Powers, Meetings, Notice and Record Dates.  The
Shareholders shall have power to vote only (i) for the election
or removal of Trustees to the extent and as provided in Article
IV, Section 2, and (ii) with respect to such additional matters
relating to the Trust as may be required by applicable law, this
Declaration of Trust, the By-Laws or any registration of the
Trust with the Commission (or any successor agency) or as the
Trustees may consider necessary or desirable. Each Shareholder
shall be entitled to one vote for each dollar of net asset value
(determined as of the applicable record date) of each Share
owned by such Shareholder (number of Shares owned times net
asset value per Share) on any matter on which such Shareholder
is entitled to vote and each fractional dollar amount shall be
entitled to a proportionate fractional vote. Notwithstanding any
other provision
of this Declaration of Trust, on any matter submitted to a vote
of the Shareholders, all Shares of the Trust then entitled to
vote shall be voted in aggregate, except (i) when required by
the 1940 Act, Shares shall be voted by individual Series or
Class; and (ii) when the matter affects the interests of one or
more Series or Classes, only holders of Shares of the one or
more affected Series or Classes shall be entitled to vote
thereon. There shall be no cumulative voting in the election of
Trustees.  Shares may be voted in person or by proxy. A proxy
may be given in writing. The By-Laws may provide that proxies
may also, or may instead, be given by any electronic or
telecommunications device or in any other manner.
Notwithstanding anything else contained herein or in the By-
Laws, in the event a proposal by anyone other than the officers
or Trustees of the Trust is submitted to a vote of the
Shareholders of one or more Series or Classes thereof or of the
Trust, or in the event of any proxy contest or proxy
solicitation or proposal in opposition to any proposal by the
officers or Trustees of the Trust, Shares may be voted only in
person or by written proxy at a meeting. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and
may take any action required by law, this Declaration of Trust
or the By-Laws to be taken by the Shareholders. Meetings of the
Shareholders shall be called and notice thereof and record dates
therefor shall be given and set as provided in the By-Laws.

Section 2.Quorum and Required Vote.  Except when a larger quorum
is required by applicable law, by the By-Laws or by this
Declaration of Trust, (i) thirty-three and one-third percent
(33-1/3%) of the Shares entitled to vote shall constitute a
quorum at a Shareholders' meeting and (ii) when any one or more
Series (or Classes) is to vote as a single class separate from
any other Shares, thirty-three and one-third percent (33-
1/3%)of the Shares of each such Series (or Class) entitled to
vote shall constitute a quorum at a Shareholders'  meeting of
that Series (or Class). Except when a larger vote is required by
any provision of this Declaration of Trust or the By-Laws or by
applicable law, when a quorum is present at any meeting, a
majority of the Shares voted shall decide any questions and a
plurality of the Shares voted shall elect a Trustee, provided
that where any provision of law or of this Declaration of Trust
requires that the holders of one or more Series (or Classes)
shall vote separately, then a majority of the Shares of such
Series (or Classes) voted on the matter (or a plurality with
respect to the election of a Trustee) shall decide that matter
with respect to such Series (or Classes).

Section 3.Additional Provisions.  The By-Laws may include
further provisions for Shareholders' votes and meetings and
related matters.

ARTICLE VI

Net Asset Value, Distributions and Redemptions

Section 1.Determination of Net Asset Value, Net Income, and
Distributions. Subject to applicable law and Article III,
Section 6 hereof, the Trustees, in their absolute discretion,
may prescribe and shall set forth in the By-Laws or in a duly
adopted resolution of the Trustees such bases and time or times
for determining the net asset value of the Shares of any Series
or Class, the net income attributable to the Shares of any
Series or Class, or the declaration and payment of dividends
and distributions on the Shares of any Series or Class, as they
may deem necessary or desirable from time to time.

Section 2.Redemptions and Repurchases.

(a)The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of a proper
instrument of transfer together with a request directed to the
Trust or a Person designated by the Trust that the Trust
purchase such Shares or in accordance with such other procedures
for redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof
(minus any applicable redemption or service fee or deferred
sales load) as determined by the Trustees (or on their behalf),
in accordance with any applicable provisions of the By-Laws and
applicable law.

(b)The redemption price may in any case or cases be paid wholly
or partly in kind if the Trustees determine that such payment is
advisable in the interest of the remaining Shareholders of the
Series or Class for which the Shares are being redeemed or if
such payment is made in accordance with procedures established
by the Trustees. The fair value, selection and quantity of
securities or other property so paid or delivered as all or part
of the redemption price may be determined by or under authority
of the Trustees. In no case shall the Trust be liable for any
delay of any Person in transferring securities selected for
delivery as all or part of any payment in kind.

(c)The holders of Shares shall upon demand disclose to the
Trustees in writing such information with respect to direct and
indirect ownership of Shares as the Trustees deem necessary to
comply with the provisions of the Internal Revenue Code of 1986,
as amended (or any successor statute thereto), or to comply with
the requirements of any other taxing or regulatory authority.

(d)Subject to the requirements of the 1940 Act, the Board of
Trustees may cause the Trust to redeem, at the price and in the
manner provided in this Article VI, Shares of any Series or
Class held by any Person (i) if such Person is no longer
qualified to hold such Shares in accordance with such
qualifications as may be established by the Trustees, (ii) if
the net asset value of such Shares is below the minimum
investment amount determined by the Trustees or (iii) if
otherwise deemed by the Trustees to be in the best interest of
the Trust or any Series (or Class) thereof.

(e)Shares redeemed shall, upon redemption, be deemed to be
retired and restored to the status of unissued shares.

ARTICLE VII

Compensation and Limitation of Liability of Trustees

Section 1.Compensation. The Trustees as such shall be entitled
to reasonable compensation from the Trust, and they may fix the
amount of such compensation. Nothing herein shall in any way
prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and
payment for the same by the Trust.

Section 2.Indemnification and Limitation of Liability.  A
Trustee, when acting in such capacity, shall not be personally
liable to any Person, other than the Trust or a Shareholder to
the extent provided in this Article VII, for any act, omission
or obligation of the Trust, of such Trustee or of any other
Trustee. The Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent,
employee, Manager or Principal Underwriter of the Trust. The
Trust (i) may indemnify an agent of the Trust or any Person who
is serving or has served at the Trust's  request as an agent of
another organization in which the Trust has any interest as a
shareholder, creditor or otherwise and (ii) shall indemnify each
Person who is, or has been, a Trustee, officer or employee of
the Trust and any Person who is serving or has served at the
Trust's  request as a director, officer, trustee, or employee of
another organization in which the Trust has any interest as a
shareholder, creditor or otherwise, in the case of (i) and (ii),
to the fullest extent consistent with the 1940 Act and in the
manner provided in the By-Laws; provided that such
indemnification shall not be available to any of the foregoing
Persons in connection with a claim, suit or other proceeding by
any such Person against the Trust or a Series (or Class)
thereof.

All persons extending credit to, contracting with or having any
claim against the Trust or the Trustees shall look only to the
assets of the appropriate Series (or Class thereof if the
Trustees have included a Class limitation on liability in the
agreement with such person as provided below), or, if the
Trustees have yet to establish Series, of the Trust for payment
under such credit, contract or claim; and neither the Trustees
nor the Shareholders, nor any of the Trust's  officers,
employees or agents, whether past, present or future, shall be
personally liable therefor.

Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by or on behalf of the Trust or the Trustees by any of them
in connection with the Trust shall conclusively be deemed to
have been executed or done only in or with respect to his or
their capacity as Trustee or Trustees, and such Trustee or
Trustees shall not be personally liable thereon. At the
Trustees' discretion, any note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by
any officer or officers may give notice that the Certificate of
Trust is on file in the Office of the Secretary of State of the
State of Delaware and that a statutory limitation on liability
of Series exists and such note, bond, contract, instrument,
certificate or undertaking may, if the Trustees so determine,
recite that the same was executed or made on behalf of the
Trust by a Trustee or Trustees in such capacity and not
individually or by an officer or officers in such capacity 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 on the assets and property of
the Trust or a Series thereof, and may contain such further
recital as such Person or Persons may deem appropriate
including, without limitation, a requirement, in any note, bond,
contract, instrument, certificate or undertaking made with
respect to one or more Classes of any Series that the parties
thereto look only to the assets of such Class or Classes in
satisfaction of the liabilities arising thereunder. The omission
of any such notice or recital shall in no way operate to bind
any Trustees, officers or Shareholders individually.

Section 3.Trustee's  Good Faith Action, Expert Advice, No Bond
or Surety.  The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable to the Trust and to any Shareholder
solely for her or his own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may
take advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust, and shall be
under no liability for any act or omission in accordance with
such advice nor for failing to follow such advice.  The
Trustees shall not be required to give any bond as such, nor
any surety if a bond is required.

Section 4.Insurance.  The Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase
with Trust assets insurance for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee,
officer, employee or agent of the Trust in connection with any
claim, action, suit or proceeding in which she or he becomes
involved by virtue of her or his capacity or former capacity
with the Trust.

ARTICLE VIII

Miscellaneous

Section 1.Liability of Third Persons Dealing with Trustees.  No
Person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be
made by the Trustees or to see to the application of any
payments made or property transferred to the Trust or upon its
order.

Section 2.Termination of Trust or Series.

(a)Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated
at any time by vote of a majority of the Shares of each Series
entitled to vote, voting separately by Series, or by the
Trustees by written notice to the Shareholders. Any Series of
Shares or Class thereof may be terminated at any time by vote of
a majority of the Shares of such Series or Class entitled to
vote or by the Trustees by written notice to the Shareholders
of such Series or Class.  At any time following such termination
the Trustees may thereafter establish a new Series or Class with
the same designation.

(b)Upon the requisite Shareholder vote or action by the Trustees
to terminate the Trust or any one or more Series of Shares or
any Class thereof, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued
or anticipated, of the Trust or of the particular Series or any
Class thereof as may be determined by the Trustees, the Trust
shall in accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets of the Trust
or of the affected Series or Class to distributable form in cash
or Shares (if any Series remain) or other securities, or any
combination thereof, and distribute the proceeds to the
Shareholders of the Series or Classes involved, ratably
according to the dollar value of Shares of such Series or Class
held by the several Shareholders of such Series or Class on the
date of distribution. Thereupon, the Trust or any affected
Series or 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 Series or Class shall be canceled and discharged.

(c)Upon termination of the Trust, following completion of
winding up of its business, the Trustees shall cause a
certificate of cancellation of the Trust's  Certificate of Trust
to be filed in accordance with the Delaware Act, which
certificate of cancellation may be signed by any one Trustee.

Section 3.Reorganization.

(a)Notwithstanding  anything else herein, the Trustees may,
without the approval of Shareholders unless such approval is
required by applicable law, in order to change the form or
jurisdiction of organization of the Trust or for any other
purpose (i) cause the Trust or any Series to merge or
consolidate with or into, or sell substantially all of its
assets to, one or more trusts (or series thereof to the extent
permitted by law), partnerships, associations, corporations or
other business entities (including trusts, partnerships,
associations, corporations or other business entities created
by the Trustees to accomplish such merger or consolidation),
(ii) cause the Shares (or any portion thereof) to be exchanged
under or pursuant to any state or federal statute to the extent
permitted by law or (iii) cause the Trust to reorganize under
the laws of any state or other political subdivision of the
United States, if such action is determined by the Trustees to
be in the best interests of the Trust. Any agreement of merger
or consolidation or exchange or certificate of merger may be
signed by a majority of the Trustees and facsimile signatures
conveyed by electronic or telecommunication means shall be
valid.

(b)Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Declaration of Trust, an agreement of
merger or consolidation approved by the Trustees in accordance
with this Section 3 may effect any amendment to the governing
instrument of the Trust or effect the adoption of a new trust
instrument of the Trust if the Trust is the surviving or
resulting trust in the merger or consolidation.

(c)The Trustees may, without the approval of Shareholders unless
such approval or vote is required by applicable law, create one
or more business trusts to which all or any part of the assets,
liabilities, profits or losses of the Trust or any Series or
Class thereof may be transferred and may provide for the
conversion of Shares in the Trust or any Series or Class thereof
into beneficial interests in any such newly created trust or
trusts or any series or classes thereof.

Section 4.Amendments.  Except as specifically provided in this
section, the Trustees may, without the approval of Shareholders,
restate, amend or otherwise supplement this Declaration of
Trust. Shareholders shall have the right to vote (i) on any
amendment to their right to indemnity under Article III, Section
7 hereof, (ii) on any amendment to the limitation on personal
liability under Article III, Section 5 hereof, (iii) on any
amendment that would affect their right to vote granted in
Article V, Section 1 hereof, (iv) on any amendment to this
Section 4 of Article VIII, (v) on any amendment that maybe
required to be approved by Shareholders by applicable law or by
the Trust's  registration statement filed with the Commission,
and (vi) on any amendment submitted to them by the Trustees.
Any amendment required or permitted to be submitted to the
Shareholders that, as the Trustees determine, shall affect the
Shareholders of one or more Series (or Classes thereof) in a
manner different from other Series (or Classes) shall be
authorized by a vote of the Shareholders of each Series or Class
affected and no vote of Shareholders of a Series or Class not
affected shall be required.  Notwithstanding anything else
herein, no amendment hereof shall limit the rights to insurance
provided by Article VII, Section 4 with respect to any acts or
omissions of Persons covered thereby prior to such amendment
nor shall any such amendment limit the rights to indemnification
referenced in Article VII, Section 2 hereof as provided in the
By-Laws with respect to any actions or omissions of Persons
covered thereby prior to such amendment. The Trustees may,
without the approval of Shareholders, restate, amend, or
otherwise supplement the Certificate of Trust as they deem
necessary or desirable.

Section 5.Filing of Copies, References, Headings.  The original
or a copy of this instrument and of each restatement and/or
amendment hereto shall be kept at the office of the Trust where
it may be inspected by any Shareholder. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to
whether or not any such restatements and/or amendments 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 of the Trust to be a
copy of this instrument or of any such restatements and/or
amendments. In this instrument and in any such restatements
and/or amendments, references to this instrument, and all
expressions such as "herein", "hereof" and "hereunder", shall
be deemed to refer to this instrument as amended or affected by
any such restatements and/or amendments. Headings are placed
herein for convenience of reference only and shall not be taken
as a part hereof or control or affect the meaning, construction
or effect of this instrument. Whenever the singular number is
used herein, the same shall include the plural; and the neuter,
masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.

Section 6.Applicable Law.

(a)The Trust is created under, and this Declaration of Trust is
to be governed by, and construed and enforced in accordance
with, the laws of the state of Delaware. The Trust shall be of
the type commonly called a business trust, and without limiting
the provisions hereof, the Trust specifically reserves the right
to exercise any of the powers or privileges afforded to business
trusts or actions that may be engaged in by business trusts
under the Delaware Act, 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 6(a) of this
Article VIII, there shall not be applicable to the Trust, the
Trustees or this Declaration of Trust (x) the provisions of
section 3540 of Title 12 of the Delaware Code or (y) any
provisions of the laws (statutory or common) of the state of
Delaware (other than the Delaware Act) pertaining to trusts
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 of trustees that are inconsistent with the limitations
or liabilities or authorities and powers of the Trustees set
forth or referenced in this Declaration of Trust.

Section 7.Provisions in Conflict with Law or Regulations.

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

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

Section 8.Business Trust Only.  It is the intention of the
Trustees to create a business trust pursuant to the Delaware
Act. It is not the intention of the Trustees to create a
general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the
Delaware Act. Nothing in this Declaration of Trust shall be
construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock
association.













IN WITNESS WHEREOF, the Trustee named below does hereby make and
enter into this Declaration of Trust as of August 17, 2000.

TRUSTEE


Philip R. McLoughlin
32

EX-99

EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: VIRTUS EQUITY TRUST
File Number: 811-945
Registrant CIK Number: 0000034273
September 30, 2015

Sub-Item 77Q3

Series	16
72DD1/72DD2
Class A $10,535, Class B $11, Class C $503, Class I
$, Class T $
73A1/73A2
Class A $0.2990, Class B $0.1780, Class C $0.1880,
Class I $, Class T $
74U1/74U2
Class A 35,696, Class B 56, Class C 3,129, Class I ,
Class T

74V1/74V2
Class A $15.18, Class B $15.10, Class C $15.06,
Class I $, Class T $

Series	2
72DD1/72DD2
Class A $2,019, Class B $, Class C $101, Class I
$1,972, Class R6 $1
73A1/73A2
Class A $0.3100, Class B $, Class C $0.0560, Class I
$0.4070, Class R6 $0.2110
74U1/74U2
Class A 5,276, Class B , Class C 1,757, Class I
4,865, Class R6 3

74V1/74V2
Class A $36.18, Class B $, Class C $34.62, Class I
$36.18, Class R6 $36.20

Series	6
72DD1/72DD2
Class A $395, Class B $, Class C $7, Class I $42,
Class T $
73A1/73A2
Class A $0.0800, Class B $, Class C $0.0050, Class I
$0.1070, Class T $
74U1/74U2
Class A 5,565, Class B , Class C 1,921, Class I 428,
Class T

74V1/74V2
Class A $20.97, Class B $, Class C $19.42, Class I
$20.96, Class T $

Series	18
74U1/74U2
Class A 569, Class B , Class C 197, Class I 207,
Class T

74V1/74V2
Class A $23.00, Class B $, Class C $22.12, Class I
$23.17, Class T $



Series	9
74U1/74U2
Class A 3,647, Class B 32, Class C 314, Class I 141,
Class T

74V1/74V2
Class A $22.80, Class B $19.02, Class C $19.02,
Class I $23.26, Class T $

Series	4
72DD1/72DD2
Class A $384, Class B $, Class C $58, Class I $100,
Class T $
73A1/73A2
Class A $0.1210, Class B $, Class C $0.0800, Class I
$0.1570, Class T $
74U1/74U2
Class A 3,586, Class B , Class C 1,356, Class I 635,
Class T

74V1/74V2
Class A $15.40, Class B $, Class C $15.03, Class I
$15.40, Class T $

Series	10
72DD1/72DD2
Class A $235, Class B $, Class C $, Class I $455,
Class T $
73A1/73A2
Class A $0.0290, Class B $, Class C $, Class I
$0.0710, Class T $
74U1/74U2
Class A 4,500, Class B , Class C 1,562, Class I
9,802, Class T

74V1/74V2
Class A $16.61, Class B $, Class C $16.41, Class I
$16.64, Class T $

Series	14
74U1/74U2
Class A 2,639, Class B , Class C 1,468, Class I
9,365, Class R6 4

74V1/74V2
Class A $25.65, Class B $, Class C $22.98, Class I
$26.58, Class R6 $26.59

Series	12
74U1/74U2
Class A 4,768, Class B , Class C 955, Class I 1,981,
Class T

74V1/74V2
Class A $17.54, Class B $, Class C $16.33, Class I
$17.70, Class T $



Series	15
74U1/74U2
Class A 30,483, Class B 185, Class C 1,006, Class I
592, Class T

74V1/74V2
Class A $14.23, Class B $11.93, Class C $11.93,
Class I $14.53, Class T $

Series	8
72DD1/72DD2
Class A $3,836, Class B $5, Class C $57, Class I $,
Class T $
73A1/73A2
Class A $0.2030, Class B $0.1220, Class C $0.1330,
Class I $, Class T $
74U1/74U2
Class A 18,515, Class B 38, Class C 635, Class I ,
Class T

74V1/74V2
Class A $9.75, Class B $9.88, Class C $9.96, Class I
$, Class T $




Page 1 of 5

EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: VIRTUS EQUITY TRUST
File Number: 811-945
Registrant CIK Number: 0000034273
March 31, 2015

Sub-Item 77Q3


Page 4 of 5



EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: VIRTUS EQUITY TRUST
File Number: 811-945
Registrant CIK Number: 0000034273
March 31, 2015

Sub-Item 77Q3


Page 5 of 5