Morgan Stanley Financial Services Trust – ‘N-1A EL’ on 11/15/96 – EX-1

As of:  Friday, 11/15/96   ·   Accession #:  950136-96-1094   ·   File #s:  333-16177, 811-07927

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Registration Statement of an Open-End Management Investment Company   —   Form N-1A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-1A EL     Registration Statement                                80    409K 
 2: EX-1        Declaration of Trust                                  21    104K 
 3: EX-2        By-Laws of Dean Witter Financial Services Trust       10     51K 

EX-1   —   Declaration of Trust
Exhibit Table of Contents

EX-1
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DEAN WITTER   
FINANCIAL SERVICES TRUST  

TWO WORLD TRADE CENTER  
NEW YORK, NY 10048  

DECLARATION OF TRUST  

DATED: NOVEMBER 8, 1996   

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DECLARATION OF TRUST  
OF  
DEAN WITTER FINANCIAL SERVICES TRUST  
DATED: NOVEMBER 8, 1996   

THE DECLARATION OF TRUST of Dean Witter Financial Services Trust is made  
the 8th day of November, 1996 by the parties signatory hereto, as trustees      
(such persons, so long as they shall continue in office in accordance with      
the terms of this Declaration of Trust, and all other persons who at the time   
in question have been duly elected or appointed as trustees in accordance       
with the provisions of this Declaration of Trust and are then in office,        
being hereinafter called the "Trustees")                                        

WITNESSETH:     

WHEREAS, the Trustees desire to form a trust fund under the laws of       
Massachusetts for the investment and reinvestment of funds contributed          
thereto; and                                                                    

WHEREAS, it is provided that the beneficial interest in the trust assets  
be divided into transferable shares of beneficial interest as hereinafter       
provided;                                                                       

NOW, THEREFORE, the Trustees hereby declare that they will hold in trust, 
all money and property contributed to the trust fund to manage and dispose of   
the same for the benefit of the holders from time to time of the shares of      
beneficial interest issued hereunder and subject to the provisions hereof, to   
wit:                                                                            

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ARTICLE I   

NAME AND DEFINITIONS  

Section 1.1. Name. The name of the trust created hereby is the "Dean      
Witter Financial Services Trust," and so far as may be practicable the          
Trustees shall conduct the Trust's activities, execute all documents and sue    
or be sued under that name, which name (and the word "Trust" wherever herein    
used) shall refer to the Trustees as Trustees, and not as individuals, or       
personally, and shall not refer to the officers, agents, employees or           
Shareholders of the Trust. Should the Trustees determine that the use of such   
name is not advisable, they may use such other name for the Trust as they       
deem proper and the Trust may hold its property and conduct its activities      
under such other name.                                                          

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

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

  (b) the terms "Commission," "Affiliated Person" and "Interested Person,"
have the meanings given them in the 1940 Act.                           

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

(d) "Distributor" means the party, other than the Trust, to a contract
described in Section 4.3 hereof.                                        

(e) "Fundamental Policies" shall mean the investment policies and     
restrictions set forth in the Prospectus and Statement of Additional    
Information and designated as fundamental policies therein.             

(f) "Investment Adviser" means any party, other than the Trust, to a  
contract described in Section 4.1 hereof.                               

(g) "Majority Shareholder Vote" means the vote of the holders of a    
majority of Shares, which shall consist of: (i) a majority of Shares    
represented in person or by proxy and entitled to vote at a meeting of  
Shareholders at which a quorum, as determined in accordance with the    
 By-Laws, is present; (ii) a majority of Shares issued and outstanding and
 entitled to vote when action is taken by written consent of Shareholders;
and (iii) a "majority of the outstanding voting securities," as the     
phrase is defined in the 1940 Act, when any action is required by the   
1940 Act by such majority as so defined.                                

(h) "1940 Act" means the Investment Company Act of 1940 and the rules 
and regulations thereunder as amended from time to time.                

  (i) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not 
legal entities, and governments and agencies and political subdivisions 
thereof.                                                                

(j) "Prospectus" means the Prospectus and Statement of Additional     
 Information constituting parts of the Registration Statement of the Trust
under the Securities Act of 1933 as such Prospectus and Statement of    
Additional Information may be amended or supplemented and filed with the
Commission from time to time.                                           

  (k) "Series" means one of the separately managed components of the Trust
(or, if the Trust shall have only one such component, then that one) as 
set forth in Section 6.1 hereof or as may be established and designated 
from time to time by the Trustees pursuant to that section.             

(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 series or classes which may be established by the 
Trustees, and includes fractions of Shares as well as whole Shares.     

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(n) "Transfer Agent" means the party, other than the Trust, to the    
contract described in Section 4.4 hereof.                               

(o) "Trust" means the Dean Witter Financial Services Trust.           

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

(q) "Trustees" means the persons who have signed the Declaration, so  
long as they shall continue in office in accordance with the terms      
hereof, and all other persons who may from time to time be duly elected 
or appointed, qualified and serving as Trustees in accordance with the  
provisions hereof, and reference herein to a Trustee or the Trustees    
shall refer to such person or persons in their capacity as trustees     
hereunder.                                                              

ARTICLE II  

TRUSTEES  

Section 2.1. Number of Trustees. The number of Trustees shall be such     
number as shall be fixed from time to time by a written instrument signed by    
a majority of the Trustees, provided, however, that the number of Trustees      
shall in no event be less than three (3) nor more than fifteen (15).            

Section 2.2. Election and Term. The Trustees shall be elected by a vote of
a majority of the outstanding voting securities, as defined by the 1940 Act,    
held by the initial shareholder(s) (i.e., the person(s) that supplied the       
seed capital required under Section 14(a) of the 1940 Act). The Trustees        
shall have the power to set and alter the terms of office of the Trustees,      
and they may at any time lengthen or lessen their own terms or make their       
terms of unlimited duration, subject to the resignation and removal             
provisions of Section 2.3 hereof. Subject to Section 16(a) of the 1940 Act,     
the Trustees may elect their own successors and may, pursuant to Section 2.4    
hereof, appoint Trustees to fill vacancies. The Trustees shall adopt By-Laws    
not inconsistent with this Declaration or any provision of law to provide for   
election of Trustees by Shareholders at such time or times as the Trustees      
shall determine to be necessary or advisable.                                   

Section 2.3. Resignation and Removal. Any Trustee may resign his trust    
(without need for prior or subsequent accounting) by an instrument in writing   
signed by him and delivered to the other Trustees and such resignation shall    
be effective upon such delivery, or at a later date according to the terms of   
the instrument. Any of the Trustees may be removed (provided the aggregrate     
number of Trustees after such removal shall not be less than the number         
required by Section 2.1 hereof) by the action of two-thirds of the remaining    
Trustees or by the action of the Shareholders of record of not less than        
two-thirds of the Shares outstanding (for purposes of determining the           
circumstances and procedures under which such removal by the Shareholders may   
take place, the provisions of Section 16(c) of the 1940 Act or of the           
corporate or business statute of any state in which Shares of the Trust are     
sold, shall be applicable to the same extent as if the Trust were subject to    
the provisions of that Section). Upon the resignation or removal of a           
Trustee, or his otherwise ceasing to be a Trustee, he shall execute and         
deliver such documents as the remaining Trustees shall require for the          
purpose of conveying to the Trust or the remaining Trustees any Trust           
Property held in the name of the resigning or removed Trustee. Upon the         
incapacity or death of any Trustee, his legal representative shall execute      
and deliver on his behalf such documents as the remaining Trustees shall        
require as provided in the preceding sentence.                                  

Section 2.4. Vacancies. The term of office of a Trustee shall terminate   
and a vacancy shall occur in the event of the death, resignation, removal,      
bankruptcy, adjudicated incompetence or other incapacity to perform the         
duties of the office of a Trustee. No such vacancy shall operate to annul the   
Declaration or to revoke any existing agency created pursuant to the terms of   
the Declaration. In the case of an existing vacancy existing by reason of an    
increase in the number of Trustees, subject to the provisions of Section        
16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the    
appointment of such other person as they or he, in their or his discretion,     
shall see fit, made by a written instrument signed by a majority of the         
remaining Trustees. Any such appointment shall not become effective, however,   
until the person named in the written instrument of appointment shall have      
accepted in writing                                                             

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such appointment and agreed in writing to be bound by the terms of the          
Declaration. An appointment of a Trustee may be made in anticipation of a       
vacancy to occur at a later date by reason of retirement, resignation or        
increase in the number of Trustees, provided that such appointment shall not    
become effective prior to such retirement, resignation or increase in the       
number of Trustees. Whenever a vacancy in the number of Trustees shall occur,   
until such vacancy is filled as provided in this Section 2.4, the Trustees in   
office, regardless of their number, shall have all the powers granted to the    
Trustees and shall discharge all the duties imposed upon the Trustees by the    
Declaration. A written instrument certifying the existence of such vacancy      
signed by a majority of the Trustees shall be conclusive evidence of the        
existence of such vacancy.                                                      

Section 2.5. Delegation of Power to Other Trustees. Any Trustee may, by   
power of attorney, delegate his power for a period not exceeding six (6)        
months at any one time to any other Trustee or Trustees; provided that in no    
case shall less than two (2) Trustees personally exercise the powers granted    
to the Trustees under the Declaration except as herein otherwise expressly      
provided.                                                                       

ARTICLE III   

POWERS OF TRUSTEES  

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

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

Section 3.2. Investments. The Trustees shall have the power to:           

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

(b) subscribe for, invest in, reinvest in, purchase or otherwise      
 acquire, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in or dispose of negotiable or nonnegotiable          
instruments, obligations, evidences of indebtedness, certificates of    
 deposit or indebtedness, commercial paper, repurchase agreements, reverse
repurchase agreements, options, commodities, commodity futures contracts
and related options, currencies, currency futures and forward contracts,
and other securities, investment contracts and other instruments of any 
kind, including, without limitation, those issued, guaranteed or        
sponsored by any and all Persons including, without limitation, states, 
territories and possessions of the United States, the District of       
Columbia and any of the political subdivisions, agencies or             
instrumentalities thereof, and by the United States Government or its   
agencies or instrumentalities, foreign or international                 
instrumentalities, 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, and of corporations or
 organizations organized under foreign laws, or in "when issued" contracts
for any such securities, or retain Trust assets in cash and from time to
time 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                       

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or more persons, firms, associations or corporations to exercise any of 
 said rights, powers and privileges in respect of any of said instruments;
and the Trustees shall be deemed to have the foregoing powers with      
 respect to any additional securities in which the Trust may invest should
the Fundamental Policies be amended.                                    

(c) Notwithstanding any other provision of this Declaration to the    
contrary, the Trustees shall have the power in their discretion without 
any requirement of approval by Shareholders either to invest all or part
of the investable Trust Property, or sell all or part of the Trust      
  Property and invest all or part of the investable proceeds of such sale or
sales, in another investment company that is registered under the 1940  
Act.                                                                    

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

Section 3.3. Legal Title. Legal title to all the Trust Property shall be  
vested in the Trustees as joint tenants except that the Trustees shall have     
power to cause legal title to any Trust Property to be held by or in the name   
of one or more of the Trustees, or in the name of the Trust, or in the name     
of any other Person as nominee, on such terms as the Trustees may determine,    
provided that the interest of the Trust therein is appropriately protected.     
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 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 3.4. Issuance and Repurchase of Securities. The Trustees shall    
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,     
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares       
and, subject to the provisions set forth in Articles VII, VIII and IX and       
Section 6.9 hereof, to apply to any such repurchase, redemption, retirement,    
cancellation or acquisition of Shares any funds or property of the Trust,       
whether capital or surplus or otherwise, to the full extent now or hereafter    
permitted by the laws of the Commonwealth of Massachusetts governing business   
corporations.                                                                   

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

Section 3.6. Delegation; Committees. The Trustees shall have power,       
consistent with their continuing exclusive authority over the management of     
the Trust and the Trust Property, to delegate from time to time to such of      
their number or to officers, employees or agents of the Trust the doing of      
such things and the execution of such instruments either in the name of the     
Trust or the names of the Trustees or otherwise as the Trustees may deem        
expedient.                                                                      

Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the   
Trustees shall have power to collect all property due to the Trust; to pay      
all claims, including taxes, against the Trust Property; to prosecute,          
defend, compromise or abandon any claims relating to the Trust Property; to     
foreclose any security interest securing any obligations, by virtue of which    
any property is owed to the Trust; and to enter into releases, agreements and   
other instruments.                                                              

Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall  
have the power to incur and pay any expenses which in the opinion of the        
Trustees are necessary or incidental to carry out any of the purposes of the    
Declaration, and to pay reasonable compensation from the funds of the Trust     
to themselves as Trustees. The Trustees shall fix the compensation of all       
officers, employees and Trustees.                                               

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided      
herein or in the By-Laws or by any provision of law, any action to be taken     
by the Trustees may be taken by a majority of the                               

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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 all the Trustees. The    
Trustees may adopt By-Laws not inconsistent with this Declaration to provide    
for the conduct of the business of the Trust and may amend or repeal such       
By-Laws to the extent such power is not reserved to the Shareholders.           

Section 3.10. Miscellaneous Powers. The Trustees shall have the power to: 
(a) employ or contract with such Persons as the Trustees may deem desirable     
for the transaction of the business of the Trust or any Series thereof; (b)     
enter into joint ventures, partnerships and any other combinations or           
associations; (c) remove Trustees or fill vacancies in or add to their          
number, elect and remove such officers and appoint and terminate such agents    
or employees as they consider appropriate, and appoint from their own number,   
and terminate, any one or more committees which may exercise some or all of     
the power and authority of the Trustees as the Trustees may determine; (d)      
purchase, and pay for out of Trust Property or the property of the              
appropriate Series of the Trust, insurance policies insuring the                
Shareholders, Trustees, officers, employees, agents, investment advisers,       
distributors, selected dealers or independent contractors of the Trust          
against all claims arising by reason of holding any such position or by         
reason of any action taken or omitted to be taken by any such Person in such    
capacity, whether or not constituting negligence, or whether or not the Trust   
would have the power to indemnify such Person against such liability; (e)       
establish pension, profit-sharing, Share purchase, and other retirement,        
incentive and benefit plans for any Trustees, officers, employees and agents    
of the Trust; (f) to the extent permitted by law, indemnify any person with     
whom the Trust or any Series thereof has dealings, including any Investment     
Adviser, Distributor, Transfer Agent and selected dealers, to such extent as    
the Trustees shall determine; (g) guarantee indebtedness or contractual         
obligations of others; (h) determine and change the fiscal year of the Trust    
or any Series thereof and the method by which its accounts shall be kept; and   
(i) adopt a seal for the Trust but the absence of such seal shall not impair    
the validity of any instrument executed on behalf of the Trust.                 

Section 3.11. Principal Transactions. Except in transactions permitted by 
the 1940 Act or any rule or regulation thereunder, or any order of exemption    
issued by the Commission, or effected to implement the provisions of any        
agreement to which the Trust is a party, the Trustees shall not, on behalf of   
the Trust, buy any securities (other than Shares) from or sell any securities   
(other than Shares) to, or lend any assets of the Trust or any Series thereof   
to, 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, Distributor or Transfer Agent or with any Affiliated    
Person of such Person; but the Trust or any Series thereof may employ any       
such Person, or firm or company in which such Person is an Interested Person,   
as broker, legal counsel, registrar, transfer agent, dividend disbursing        
agent or custodian upon customary terms.                                        

Section 3.12. Litigation. The Trustees shall have the power to engage in  
and to prosecute, defend, compromise, abandon, or adjust, by arbitration, or    
otherwise, any actions, suits, proceedings, disputes, claims, and demands       
relating to the Trust, and out of the assets of the Trust or any Series         
thereof to pay or to satisfy any debts, claims or expenses incurred in          
connection therewith, including those of litigation, and such power shall       
include without limitation the power of the Trustees or any appropriate         
committee thereof, in the exercise of their or its good faith business          
judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand,   
derivative or otherwise, brought by any person, including a Shareholder in      
its own name or the name of the Trust, whether or not the Trust or any of the   
Trustees may be named individually therein or the subject matter arises by      
reason of business for or on behalf of the Trust.                               

ARTICLE IV  

INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT   

Section 4.1. Investment Adviser. Subject to approval by a Majority        
Shareholder Vote, the Trustees may in their discretion from time to time        
enter into one or more investment advisory or management contracts or, if the   
Trustees establish multiple Series, separate investment advisory or             

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management contracts with respect to one or more Series whereby the other       
party or parties to any such contracts shall undertake to furnish the Trust     
or such Series such management, investment advisory, administration,            
accounting, legal, statistical and research facilities and services,            
promotional or marketing activities, and such other facilities and services,    
if any, as the Trustees shall from time to time consider desirable and all      
upon such terms and conditions as the Trustees may in their discretion          
determine. The vote of the initial shareholder(s) shall constitute "Majority    
Shareholder Vote" if such agreements are entered into prior to a public         
offering of Shares of the Trust. Notwithstanding any provisions of the          
Declaration, the Trustees may authorize the Investment Advisers, or any of      
them, under any such contracts (subject to such general or specific             
instructions as the Trustees may from time to time adopt) to effect             
purchases, sales, loans or exchanges of portfolio securities and other          
investments of the Trust on behalf of the Trustees or may authorize any         
officer, employee or Trustee to effect such purchases, sales, loans or          
exchanges pursuant to recommendations of such Investment Advisers, or any of    
them (and all without further action by the Trustees). Any such purchases,      
sales, loans and exchanges shall be deemed to have been authorized by all of    
the Trustees. The Trustees may, in their sole discretion, call a meeting of     
Shareholders in order to submit to a vote of Shareholders at such meeting the   
approval or continuance of any such investment advisory or management           
contract. If the Shareholders of any one or more of the Series of the Trust     
should fail to approve any such investment advisory or management contract,     
the Investment Adviser may nonetheless serve as Investment Adviser with         
respect to any Series whose Shareholders approve such contract.                 

Section 4.2. Administrative Services. The Trustees may in their discretion
from time to time contract for administrative personnel and services whereby    
the other party shall agree to provide the Trustees or the Trust                
administrative personnel and services to operate the Trust on a daily or        
other basis, on such terms and conditions as the Trustees may in their          
discretion determine. Such services may be provided by one or more persons or   
entities.                                                                       

Section 4.3. Distributor. The Trustees may in their discretion from time  
to time enter into one or more contracts, providing for the sale of Shares to   
net the Trust or the applicable Series of the Trust not less than the net       
asset value per Share (as described in Article VIII hereof) and pursuant to     
which the Trust may either agree to sell the Shares to the other parties to     
the contracts, or any of them, or appoint any such other party its sales        
agent for such Shares. In either case, any such contract shall be on such       
terms and conditions as the Trustees may in their discretion determine not      
inconsistent with the provisions of this Article IV, including, without         
limitation, the provision for the repurchase or sale of shares of the Trust     
by such other party as principal or as agent of the Trust.                      

Section 4.4. Transfer Agent. The Trustees may in their discretion from    
time to time enter into a transfer agency and shareholder service contract      
whereby the other party to such contract shall undertake to furnish transfer    
agency and shareholder services to the Trust. The contract shall have such      
terms and conditions as the Trustees may in their discretion determine not      
inconsistent with the Declaration. Such services may be provided by one or      
more Persons.                                                                   

Section 4.5. Custodian. The Trustees may appoint or otherwise engage one  
or more banks or trust companies, each having an aggregate capital, surplus     
and undivided profits (as shown in its last published report) of at least       
five million dollars ($5,000,000) to serve as Custodian with authority as its   
agent, but subject to such restrictions, limitations and other requirements,    
if any, as may be contained in the By-Laws of the Trust.                        

Section 4.6. Parties to Contract. Any contract of the character described 
in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 of this Article IV and any other          
contract may be entered into with any Person, although one or more of the       
Trustees or officers of the Trust may be an officer, director, trustee,         
shareholder, or member of such other party to the contract, and no such         
contract shall be invalidated or rendered voidable by reason of the existence   
of any such relationship; nor shall any Person holding such relationship be     
liable merely by reason of such relationship for any loss or expense to the     
Trust under or by reason of said contract or accountable for any profit         
realized directly or indirectly therefrom, provided that the contract when      
entered into was not inconsistent with the provisions of this Article IV. The   
same Person may be                                                              

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the other party to any contracts entered into pursuant to Sections 4.1, 4.2,    
4.3, 4.4 or 4.5 above or otherwise, and any individual may be financially       
interested or otherwise affiliated with Persons who are parties to any or all   
of the contracts mentioned in this Section 4.6.                                 

ARTICLE V   

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,   
TRUSTEES AND OTHERS   

Section 5.1. No Personal Liability of Shareholders, Trustees, etc. No     
Shareholder shall be subject to any personal liability whatsoever to any        
Person in connection with Trust Property or the acts, obligations or affairs    
of the Trust. No Trustee, officer, employee or agent 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 Trust Property or the         
affairs of the Trust, save only that arising from bad faith, willful            
misfeasance, gross negligence or reckless disregard for his duty to such        
Person; and all such Persons shall look solely to the Trust Property, or to     
the Property of one or more specific Series of the Trust if the claim arises    
from the conduct of such Trustee, officer, employee or agent with respect to    
only such Series, for satisfaction of claims of any nature arising in           
connection with the affairs of the Trust. If any Shareholder, Trustee,          
officer, employee or agent, as such, of the Trust is made a party to any suit   
or proceeding to enforce any such liability, he shall not, on account           
thereof, be held to any personal liability. The Trust shall indemnify out of    
the property of the Trust and hold each Shareholder harmless from and against   
all claims and liabilities, to which such Shareholder may become subject by     
reason of his being or having been a Shareholder, and shall reimburse such      
Shareholder for all legal and other expenses reasonably incurred by him in      
connection with any such claim or liability; provided that, in the event the    
Trust shall consist of more than one Series, Shareholders of a particular       
Series who are faced with claims or liabilities solely by reason of their       
status as Shareholders of that Series shall be limited to the assets of that    
Series for recovery of such loss and related expenses. The rights accruing to   
a Shareholder under this Section 5.1 shall not exclude any other right to       
which such Shareholder may be lawfully entitled, nor shall anything herein      
contained restrict the right of the Trust to indemnify or reimburse a           
Shareholder in any appropriate situation even though not specifically           
provided herein.                                                                

Section 5.2. Non-Liability of Trustees, etc. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust, its Shareholders, or to     
any Shareholder, Trustee, officer, employee, or agent thereof 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 own bad faith, willful misfeasance, gross negligence or reckless            
disregard of his duties.                                                        

Section 5.3. Indemnification. (a) The Trustees shall provide for          
indemnification by the Trust, or by one or more Series thereof if the claim     
arises from his or her conduct with respect to only such Series, of any         
person who is, or has been, a Trustee, officer, employee or agent of the        
Trust against all liability and against all expenses reasonably incurred or     
paid by him 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 a Trustee, officer, employee or agent and against amounts paid or          
incurred by him in the settlement thereof, in such manner as the Trustees may   
provide from time to time in the By-Laws.                                       

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

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

Section 5.5. No Duty of Investigation; Notice in Trust Instruments,       
etc. No purchaser, lender, transfer agent or other Person dealing with the      
Trustees or any officer, employee or agent of the Trust or a Series thereof     
shall be bound to make any inquiry concerning the validity of any transaction   
purporting to be made by the Trustees or by said officer, employee or agent     
or be liable for the application of money or property paid, loaned or           
delivered to or on the order of the Trustees or of said officer,                

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employee or agent. Every obligation, contract, instrument, certificate,         
Share, other security of the Trust or a Series thereof or undertaking, and      
every other act or thing whatsoever executed in connection with the Trust       
shall be conclusively presumed to have been executed or done by the executors   
thereof only in their capacity as officers, employees or agents of the Trust    
or a Series thereof. Every written obligation, contract, instrument,            
certificate, Share, other security of the Trust or undertaking made or issued   
by the Trustees shall recite that the same is executed or made by them not      
individually, but as Trustees under the Declaration, and that the obligations   
of the Trust or a Series thereof under any such instrument are not binding      
upon any of the Trustees or Shareholders, individually, but bind only the       
Trust Estate (or, in the event the Trust shall consist of more than one         
Series, in the case of any such obligation which relates to a specific          
Series, only the Series which is a party thereto), and may contain any          
further recital which they or he may deem appropriate, but the omission of      
such recital shall not affect the validity of such obligation, contract         
instrument, certificate, Share, security or undertaking and shall not operate   
to bind the Trustees or Shareholders individually. The Trustees shall at all    
times maintain insurance for the protection of the Trust Property, its          
Shareholders, Trustees, officers, employees and agents in such amount as the    
Trustees shall deem adequate to cover possible tort liability, and such other   
insurance as the Trustees in their sole judgment shall deem advisable.          

Section 5.6. Reliance on Experts, etc. Each Trustee and officer or        
employee of the Trust shall, in the performance of his duties, be fully and     
completely justified and protected with regard to any act or any failure to     
act resulting from reliance in good faith upon the books of account or other    
records of the Trust, upon an opinion of counsel, or upon reports made to the   
Trust by any of its officers or employees or by any Investment Adviser,         
Distributor, Transfer Agent, selected dealers, accountants, appraisers or       
other experts or consultants selected with reasonable care by the Trustees,     
officers or employees of the Trust, regardless of whether such counsel or       
expert may also be a Trustee.                                                   

ARTICLE VI  

SHARES OF BENEFICIAL INTEREST   

Section 6.1. Beneficial Interest. The interest of the beneficiaries       
hereunder shall be divided into transferable shares of beneficial interest of   
$.01 par value. The number of such shares of beneficial interest authorized     
hereunder is unlimited. The Trustees shall have the authority to establish      
and designate one or more Series or classes of shares. Each share of any        
Series shall represent an equal proportionate share in the assets of that       
Series with each other Share in that Series. The Trustees may divide or         
combine the shares of any Series into a greater or lesser number of shares in   
that Series without thereby changing the proportionate interests in the         
assets of that Series. Subject to the provisions of Section 6.9 hereof, the     
Trustees may also authorize the creation of additional series of shares (the    
proceeds of which may be invested in separate, independently managed            
portfolios) and additional classes of shares within any series. All Shares      
issued hereunder including, without limitation, Shares issued in connection     
with a dividend in Shares or a split in Shares, shall be fully paid and         
nonassessable.                                                                  

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

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

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

Section 6.5. Register of Shares. A register shall be kept in respect of   
each Series at the principal office of the Trust or at an office of the         
Transfer Agent which shall contain the names and addresses of the               
Shareholders and the number of Shares of each Series held by them               
respectively and a record of all transfers thereof. Such register may be in     
written form or any other form capable of being converted into written form     
within a reasonable time for visual inspection. Such register shall be          
conclusive as to who are the holders of the Shares and who shall be entitled    
to receive dividends or distributions or otherwise to exercise or enjoy the     
rights of Shareholders. No Shareholder shall be entitled to receive payment     
of any dividend or distribution, nor to have notice given to him as herein or   
in the By-Laws provided, until he has given his address to the Transfer Agent   
or such other officer or agent of the Trustees as shall keep the said           
register for entry thereon. It is not contemplated that certificates will be    
issued for the Shares; however, the Trustees, in their discretion, may          
authorize the issuance of Share certificates and promulgate appropriate rules   
and regulations as to their use.                                                

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

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

Section 6.7. Notices. Any and all notices to which any Shareholder may be 
entitled and any and all communications shall be deemed duly served or given    
if mailed, postage prepaid, addressed to any Shareholder of record at his       
last known address as recorded on the register of the Trust. Annual reports     
and proxy statements need not be sent to a Shareholder if: (i) an annual        
report and proxy statement for two consecutive annual meetings, or (ii) all,    
and at least two, checks (if sent by first class mail) in payment of            
dividends or interest and shares during a twelve month period have been         
mailed to such Shareholder's address and have been returned undelivered.        
However, delivery of such annual reports and proxy statements shall resume      
once a Shareholder's current address is determined.                             

Section 6.8. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.2 hereof, (ii) for    
the removal of Trustees as provided in Section 2.3 hereof, (iii) with respect   
to any investment advisory or management contract as provided in Section 4.1,   
(iv) with respect to termination of the Trust as provided in Section 9.2, (v)   
with respect to any amendment of the Declaration to the extent and as           
provided in Section 9.3, (vi) with respect to any merger,                       

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consolidation or sale of assets as provided in Section 9.4, (vii) with          
respect to incorporation of the Trust to the extent and as provided in          
Section 9.5, (viii) to the same extent as the stockholders of a Massachusetts   
business corporation as to whether or not a court action, proceeding or claim   
should or should not be brought or maintained derivatively or as a class        
action on behalf of the Trust or the Shareholders (provided that Shareholders   
of a Series are not entitled to vote in connection with the bringing of a       
derivative or class action with respect to any matter which only affects        
another Series or its Shareholders), (ix) with respect to any plan adopted      
pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act and (x)       
with respect to such additional matters relating to the Trust as may be         
required by law, the Declaration, the By-Laws or any registration of the        
Trust with the Commission (or any successor agency) or any state, or as and     
when the Trustees may consider necessary or desirable. Each whole Share shall   
be entitled to one vote as to any matter on which it is entitled to vote and    
each fractional Share shall be entitled to a proportionate fractional vote,     
except that Shares held in the treasury of the Trust as of the record date,     
as determined in accordance with the By-Laws, shall not be voted. On any        
matter submitted to a vote of Shareholders, all Shares shall be voted by        
individual Series except (1) when required by the 1940 Act, Shares shall be     
voted in the aggregate and not by individual Series; and (2) when the           
Trustees have determined that the matter affects only the interests of one or   
more Series, then only the Shareholders of such Series shall be entitled to     
vote thereon. The Trustees may, in conjunction with the establishment of any    
further Series or any classes of Shares, establish conditions under which the   
several series or classes of Shares shall have separate voting rights or no     
voting rights. There shall be no cumulative voting in the election of           
Trustees. Until Shares are issued, the Trustees may exercise all rights of      
Shareholders and may take any action required by law, the Declaration or the    
By-Laws to be taken by Shareholders. The By-Laws may include further            
provisions for Shareholders' votes and meetings and related matters.            

Section 6.9. Series or Classes of Shares. The following provisions are    
applicable regarding the Series of Shares of the Trust established in Section   
6.1 hereof and shall be applicable if the Trustees shall establish additional   
Series or shall divide the shares of any Series into two or more classes,       
also as provided in Section 6.1 hereof, and all provisions relating to the      
Trust shall apply equally to each Series thereof except as the context          
requires:                                                                       

(a) The number of authorized shares and the number of shares of each  
Series or of each class that may be issued shall be unlimited. The      
Trustees may classify or reclassify any unissued shares or any shares   
previously issued and reacquired of any Series or class into one or more
 Series or one or more classes that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or  
some other Series or class), reissue for such consideration and on such 
terms as they may determine, or cancel any shares of any Series or any  
class reacquired by the Trust at their discretion from time to time.    

 (b) The power of the Trustees to invest and reinvest the Trust Property
shall be governed by Section 3.2 of this Declaration with respect to any
one or more Series which represents the interests in the assets of the  
 Trust immediately prior to the establishment of any additional Series and
 the power of the Trustees to invest and reinvest assets applicable to any
other Series shall be as set forth in the instrument of the Trustees    
establishing such series which is hereinafter described.                

(c) All consideration received by the Trust for the issue or sale of  
shares of a particular Series or class together with all assets in which
such consideration is invested or reinvested, all income, earnings,     
profits, and proceeds thereof, including any proceeds derived from the  
sale, exchange or liquidation of such assets, and any funds or payments 
derived from any reinvestment of such proceeds in whatever form the same
may be, shall irrevocably belong to that Series or class for all        
purposes, subject only to the rights of creditors, and shall be so      
recorded upon the books of account of the Trust. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds, 
or payments which are not readily identifiable as belonging to any      
particular Series or class, the Trustees shall allocate them among any  
 one or more of the Series or classes established and designated from time
to time in such manner and on such basis as they, in their sole         
discretion,                                                             

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deem fair and equitable. Each such allocation by the Trustees shall be  
 conclusive and binding upon the shareholders of all Series or classes for
all purposes. No holder of Shares of any Series shall have any claim on 
or right to any assets allocated or belonging to any other Series.      

  (d) The assets belonging to each particular Series shall be charged with
the liabilities of the Trust in respect of that Series and all expenses,
 costs, charges and reserves attributable to that Series. All expenses and
liabilities incurred or arising in connection with a particular Series, 
 or in connection with the management thereof, shall be payable solely out
of the assets of that Series and creditors of a particular Series shall 
be entitled to look solely to the property of such Series for           
satisfaction of their claims. Any general liabilities, expenses, costs, 
charges or reserves of the Trust which are not readily identifiable as  
belonging to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the series established and     
designated from time to time in such manner and on such basis as the    
Trustees in their sole discretion deem fair and equitable. Each         
allocation of liabilities, expenses, costs, charges and reserves by the 
Trustees shall be conclusive and binding upon the holders of all Series 
for all purposes. The Trustees shall have full discretion, to the extent
not inconsistent with the 1940 Act, to determine which items shall be   
 treated as income and which items as capital; and each such determination
and allocation shall be conclusive and binding upon the Shareholders.   

(e) The power of the Trustees to pay dividends and make distributions 
shall be governed by Section 8.2 of this Declaration with respect to any
one or more Series or classes which represents the interests in the     
assets of the Trust immediately prior to the establishment of any       
additional Series or classes. With respect to any other Series or class,
 dividends and distributions on shares of a particular Series or class may
be paid with such frequency as the Trustees 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 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 class, as the Trustees 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   
shall be distributed pro rata to the holders 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.                                        

(f) The Trustees shall have the power to determine the designations,  
preferences, privileges, limitations and rights, including voting and   
dividend rights, of each class and Series of Shares.                    

(g) Subject to compliance with the requirements of the 1940 Act, the  
Trustees shall have the authority to provide that the holders of Shares 
of any Series or class shall have the right to convert or exchange said 
Shares into Shares of one or more Series of Shares in accordance with   
such requirements and procedures as may be established by the Trustees. 

(h) The establishment and designation of any Series or class of shares
 in addition to those established in Section 6.1 hereof shall be effective
upon the execution by a majority of the then Trustees of an instrument  
 setting forth such establishment and designation and the relative rights,
preferences, voting powers, restrictions, limitations as to dividends,  
qualifications, and terms and conditions of redemption of such Series or
class, or as otherwise provided in such instrument. At any time that    
there are no shares outstanding of any particular Series or class       
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series or class and 
 the establishment and designation thereof. Each instrument referred to in
 this paragraph shall have the status of an amendment to this Declaration.

(i) Shareholders of a Series shall not be entitled to participate in a
derivative or class action with respect to any matter which only affects
another Series or its Shareholders.                                     

(j) Each Share of a Series of the Trust shall represent a beneficial  
interest in the net assets of such Series. Each holder of Shares of a   
Series shall be entitled to receive his pro rata share of distributions 
of income and capital gains made with respect to such Series. In the    
event of the                                                            

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 liquidation of a particular Series, the Shareholders of that Series which
has been established and designated and which is being liquidated shall 
be entitled to receive, when and as declared by the Trustees, the excess
of the assets belonging to that Series over the liabilities belonging to
that Series. The holders of Shares of any Series shall not be entitled  
hereby to any distribution upon liquidation of any other Series. The    
assets so distributable to the Shareholders of any Series shall be      
 distributed among such Shareholders in proportion to the number of Shares
of that Series held by them and recorded on the books of the Trust. The 
liquidation of any particular Series in which there are Shares then     
outstanding may be authorized by an instrument in writing, without a    
meeting, signed by a majority of the Trustees then in office, subject to
the approval of a majority of the outstanding voting securities of that 
Series, as that phrase is defined in the 1940 Act.                      

ARTICLE VII   

REDEMPTIONS   

Section 7.1. Redemptions. Each Shareholder of a particular Series shall   
have the right at such times as may be permitted by the Trust to require the    
Trust to redeem all or any part of his Shares of that Series, upon and          
subject to the terms and conditions provided in this Article VII. The Trust     
shall, upon application of any Shareholder or pursuant to authorization from    
any Shareholder, redeem or repurchase from such Shareholder outstanding         
shares for an amount per share determined by the Trustees in accordance with    
any applicable laws and regulations; provided that (a) such amount per share    
shall not exceed the cash equivalent of the proportionate interest of each      
share or of any class or Series of shares in the assets of the Trust at the     
time of the redemption or repurchase and (b) if so authorized by the            
Trustees, the Trust may, at any time and from time to time charge fees for      
effecting such redemption or repurchase, at such rates as the Trustees may      
establish, as and to the extent permitted under the 1940 Act and the rules      
and regulations promulgated thereunder, and may, at any time and from time to   
time, pursuant to such Act and such rules and regulations, suspend such right   
of redemption. The procedures for effecting and suspending redemption shall     
be as set forth in the Prospectus from time to time. Payment will be made in    
such manner as described in the Prospectus.                                     

Section 7.2. Redemption at the Option of the Trust. Each Share of the     
Trust or any Series of the Trust shall be subject to redemption at the option   
of the Trust at the redemption price which would be applicable if such Share    
were then being redeemed by the Shareholder pursuant to Section 7.1: (i) at     
any time, if the Trustees determine in their sole discretion that failure to    
so redeem may have materially adverse consequences to the holders of the        
Shares of the Trust or of any Series, or (ii) upon such other conditions with   
respect to maintenance of Shareholder accounts of a minimum amount as may       
from time to time be determined by the Trustees and set forth in the then       
current Prospectus of the Trust. Upon such redemption the holders of the        
Shares so redeemed shall have no further right with respect thereto other       
than to receive payment of such redemption price.                               

Section 7.3. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 7.4 hereof, the Trustees shall declare a suspension of      
the determination of net asset value with respect to Shares of the Trust or     
of any Series thereof, the rights of Shareholders (including those who shall    
have applied for redemption pursuant to Section 7.1 hereof but who shall not    
yet have received payment) to have Shares redeemed and paid for by the Trust    
or a Series thereof shall be suspended until the termination of such            
suspension is declared. Any record holder who shall have his redemption right   
so suspended may, during the period of such suspension, by appropriate          
written notice of revocation at the office or agency where application was      
made, revoke any application for redemption not honored and withdraw any        
certificates on deposit. The redemption price of Shares for which redemption    
applications have not been revoked shall be the net asset value of such         
Shares next determined as set forth in Section 8.1 after the termination of     
such suspension, and payment shall be made within seven (7) days after the      
date upon which the application was made plus the period after such             
application during which the determination of net asset value was suspended.    

Section 7.4. Suspension of Right of Redemption. The Trust may declare a   
suspension of the right of redemption or postpone the date of payment or        
redemption for the whole or any part of any period (i) during which the New     
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closings, (ii) during which trading on the New York Stock Exchange is           
restricted, (iii) during which an emergency exists as a result of which         
disposal by the Trust or a Series thereof of securities owned by it is not      
reasonably practicable or it is not reasonably practicable for the Trust or a   
Series thereof fairly to determine the value of its net assets, or (iv)         
during any other period when the Commission may for the protection of           
security holders of the Trust by order permit suspension of the rights of       
redemption or postponement of the date of payment or redemption; provided       
that applicable rules and regulations of the Commission shall govern as to      
whether the conditions prescribed in (ii), (iii) or (iv) exist. Such            
suspension shall take effect at such time as the Trust shall specify but not    
later than the close of business on the business day next following the         
declaration of suspension, and thereafter there shall be no right of            
redemption or payment on redemption until the Trust shall declare the           
suspension at an end, except that the suspension shall terminate in any event   
on the first day on which said stock exchange shall have reopened or the        
period specified in (ii) or (iii) shall have expired (as to which in the        
absence of an official ruling by the Commission, the determination of the       
Trust shall be conclusive). In the case of a suspension of the right of         
redemption, a Shareholder may either withdraw his request for redemption or     
receive payment based on the net asset value existing after the termination     
of the suspension.                                                              

ARTICLE VIII  

DETERMINATION OF NET ASSET VALUE,     
NET INCOME AND DISTRIBUTIONS  

Section 8.1. Net Asset Value. The net asset value of each outstanding     
Share of each Series of the Trust shall be determined on such days and at       
such time or times as the Trustees may determine. The method of determination   
of net asset value shall be determined by the Trustees and shall be as set      
forth in the Prospectus. The power and duty to make the daily calculations      
may be delegated by the Trustees to any Investment Adviser, the Custodian,      
the Transfer Agent or such other person as the Trustees by resolution may       
determine. The Trustees may suspend the daily determination of net asset        
value to the extent permitted by the 1940 Act.                                  

Section 8.2. Distributions to Shareholders. The Trustees shall from time  
to time distribute ratably among the Shareholders of the Trust or of any        
Series such proportion of the net income, earnings, profits, gains, surplus     
(including paid-in surplus), capital, or assets of the Trust or of such         
Series held by the Trustees as they may deem proper. Such distribution may be   
made in cash or property (including without limitation any type of              
obligations of the Trust or of such Series or any assets thereof), and the      
Trustees may distribute ratably among the Shareholders of the Trust or of       
that Series additional Shares issuable hereunder in such manner, at such        
times, and on such terms as the Trustees may deem proper. Such distributions    
may be among the Shareholders of record (determined in accordance with the      
Prospectus) of the Trust or of such Series at the time of declaring a           
distribution or among the Shareholders of record of the Trust or of such        
Series at such later date as the Trustees shall determine. The Trustees may     
always retain from the net income, earnings, profits or gains of the Trust or   
of such Series such amount as they may deem necessary to pay the debts or       
expenses of the Trust or of such Series or to meet obligations of the Trust     
or of such Series, or as they may deem desirable to use in the conduct of its   
affairs or to retain for future requirements or extensions of the business.     
The Trustees may adopt and offer to Shareholders of the Trust or of any         
Series such dividend reinvestment plans, cash dividend payout plans or          
related plans as the Trustees deem appropriate.                                 

Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books, the above          
provisions shall be interpreted to give the Trustees the power in their         
discretion to distribute for any fiscal year as ordinary dividends and as       
capital gains distributions, respectively, additional amounts sufficient to     
enable the Trust to avoid or reduce liability for taxes.                        

Section 8.3. Determination of Net Income. The Trustees shall have the     
power to determine the net income of any Series of the Trust and from time to   
time to distribute such net income ratably among the Shareholders as            
dividends in cash or additional Shares of such Series issuable hereunder. The   
determination of net income and the resultant declaration of dividends shall    
be as set forth in the Prospectus. The Trustees shall have full discretion to   
determine whether any cash or property received                                 

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by any Series of the Trust shall be treated as income or as principal and       
whether any item of expense shall be charged to the income or the principal     
account, and their determination made in good faith shall be conclusive upon    
the Shareholders. In the case of stock dividends received, the Trustees shall   
have full discretion to determine, in the light of the particular               
circumstances, how much, if any, of the value thereof shall be treated as       
income, the balance, if any, to be treated as principal.                        

Section 8.4. Power to Modify Foregoing Procedures. Notwithstanding any of 
the foregoing provisions of this Article VIII, the Trustees may prescribe, in   
their absolute discretion, such other bases and times for determining the per   
Share net asset value of the Shares or net income, or the declaration and       
payment of dividends and distributions, as they may deem necessary or           
desirable to enable the Trust to comply with any provision of the 1940 Act,     
or any rule or regulation thereunder, including any rule or regulation          
adopted pursuant to Section 22 of the 1940 Act by the Commission or any         
securities association registered under the Securities Exchange Act of 1934,    
or any order of exemption issued by said Commission, all as in effect now or    
hereafter amended or modified. Without limiting the generality of the           
foregoing, the Trustees may establish classes or additional Series of Shares    
in accordance with Section 6.9.                                                 

ARTICLE IX  

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

Section 9.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article IX.                               

Section 9.2. Termination of Trust. (a) The Trust or any Series may be     
terminated (i) by a Majority Shareholder Vote at any meeting of Shareholders    
of the Trust or the appropriate Series thereof, (ii) by an instrument in        
writing, without a meeting, signed by a majority of the Trustees and            
consented to by a Majority Shareholder Vote of the Trust or the appropriate     
Series thereof, or by such other vote as may be established by the Trustees     
with respect to any class or Series of Shares, or (iii) with respect to a       
Series as provided in Section 6.9(h). Upon the termination of the Trust or      
the Series:                                                                     

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

(ii) The Trustees shall proceed to wind up the affairs of the Trust or
the Series and all of the powers of the Trustees under this Declaration 
shall continue until the affairs of the Trust shall have been wound up, 
 including the power to fulfill or discharge the contracts of the Trust or
the Series, collect its assets, sell, convey, assign, exchange, transfer
or otherwise dispose of all or any part of the remaining Trust Property 
or Trust Property allocated or belonging to such Series to one or more  
persons at public or private sale for consideration which may consist in
whole or in part of cash, securities or other property of any kind,     
 discharge or pay its liabilities, and to do all other acts appropriate to
liquidate its business; provided that any sale, conveyance, assignment, 
exchange, transfer or other disposition of all or substantially all the 
Trust Property or Trust Property allocated or belonging to such Series  
 shall require Shareholder approval in accordance with Section 9.4 hereof.

(iii) After paying or adequately providing for the payment of all     
 liabilities, and upon receipt of such releases, indemnities and refunding
 agreements, as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or Trust Property allocated or  
belonging to such Series, in cash or in kind or partly each, among the  
Shareholders of the Trust according to their respective rights.         

Section 9.3. Amendment Procedure. (a) This Declaration may be amended by a
Majority Shareholder Vote, at a meeting of Shareholders, or by written          
consent without a meeting. The Trustees may also amend this Declaration         
without the vote or consent of Shareholders (i) to change the name of the       
Trust or any Series or classes of Shares, (ii) to supply any omission, or       
cure, correct or supplement any ambiguous, defective or inconsistent            
provision hereof, (iii) if they deem it necessary to conform this Declaration   
to the requirements of applicable federal or state laws or regulations or the   
requirements of                                                                 

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the Internal Revenue Code, or to eliminate or reduce any federal, state or      
local taxes which are or may be payable by the Trust or the Shareholders, but   
the Trustees shall not be liable for failing to do so, or (iv) for any other    
purpose which does not adversely affect the rights of any Shareholder with      
respect to which the amendment is or purports to be applicable.                 

(b) No amendment may be made under this Section 9.3 which would change any
rights with respect to any Shares of the Trust or of any Series of the Trust    
by reducing the amount payable thereon upon liquidation of the Trust or of      
such Series of the Trust or by diminishing or eliminating any voting rights     
pertaining thereto, except with the vote or consent of the holders of           
two-thirds of the Shares of the Trust or of such Series outstanding and         
entitled to vote, or by such other vote as may be established by the Trustees   
with respect to any Series or class of Shares. Nothing contained in this        
Declaration shall permit the amendment of this Declaration to impair the        
exemption from personal liability of the Shareholders, Trustees, officers,      
employees and agents of the Trust or to permit assessments upon Shareholders.   

(c) A certificate signed by a majority of the Trustees or by the Secretary
or any Assistant Secretary of the Trust, setting forth an amendment and         
reciting that it was duly adopted by the Shareholders or by the Trustees as     
aforesaid or a copy of the Declaration, as amended, and executed by a           
majority of the Trustees or certified by the Secretary or any Assistant         
Secretary of the Trust, shall be conclusive evidence of such amendment when     
lodged among the records of the Trust. Unless such amendment or such            
certificate sets forth some later time for the effectiveness of such            
amendment, such amendment shall be effective when lodged among the records of   
the Trust.                                                                      

Notwithstanding any other provision hereof, until such time as a          
Registration Statement under the Securities Act of 1933, as amended, covering   
the first public offering of securities of the Trust shall have become          
effective, this Declaration may be terminated or amended in any respect by      
the affirmative vote of a majority of the Trustees or by an instrument signed   
by a majority of the Trustees.                                                  

Section 9.4. Merger, Consolidation and Sale of Assets. The Trust or any   
Series thereof may merge or consolidate with any other corporation,             
association, trust or other organization or may sell, lease or exchange all     
or substantially all of the Trust Property or Trust Property allocated or       
belonging to such Series, including its good will, upon such terms and          
conditions and for such consideration when and as authorized, at any meeting    
of Shareholders called for the purpose, by the affirmative vote of the          
holders of not less than two-thirds of the Shares of the Trust or such Series   
outstanding and entitled to vote, or by an instrument or instruments in         
writing without a meeting, consented to by the holders of not less than         
two-thirds of such Shares, or by such other vote as may be established by the   
Trustees with respect to any series or class of Shares; provided, however,      
that, if such merger, consolidation, sale, lease or exchange is recommended     
by the Trustees, a Majority Shareholder Vote shall be sufficient                
authorization; and any such merger, consolidation, sale, lease or exchange      
shall be deemed for all purposes to have been accomplished under and pursuant   
to the laws of the Commonwealth of Massachusetts. Nothing contained herein      
shall be construed as requiring approval of Shareholders for (a) any sale of    
assets in the ordinary course of business for the Trust or any Series or        
class of Shares or (b) any transaction described in Section 3.2(c) hereof.      

Section 9.5. Incorporation. With approval of a Majority Shareholder Vote, 
or by such other vote as may be established by the Trustees with respect to     
any Series or class of Shares, the Trustees may cause to be organized or        
assist in organizing a corporation or corporations under the laws of any        
jurisdiction or any other trust, partnership, association or other              
organization to take over all of the Trust Property or the Trust Property       
allocated or belonging to such Series or to carry on any business in which      
the Trust shall directly or indirectly have any interest, and to sell, convey   
and transfer the Trust Property or the Trust Property allocated or belonging    
to such Series to any such corporation, trust, partnership, association or      
organization in exchange for the shares or securities thereof or otherwise,     
and to lend money to, subscribe for the shares or securities of, and enter      
into any contracts with any such corporation, trust, partnership, association   
or organization in which the Trust or such Series holds or is about to          
acquire shares or any other interest. The Trustees may also cause a merger or   
consolidation between the Trust or any successor thereto and any such           
corporation, trust, partnership, association or other organization if and to    
the extent permitted by law, as provided under the law then in effect.          
Nothing                                                                         

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contained herein shall be construed as requiring approval of Shareholders for   
(a) the Trustees to organize or assist in organizing one or more                
corporations, trusts, partnerships, associations or other organizations and     
selling, conveying or transferring a portion of the Trust Property to such      
organization or entities or (b) any transaction described in Section 3.2(c)     
hereof.                                                                         

ARTICLE X   

REPORTS TO SHAREHOLDERS   

The Trustees shall at least semi-annually submit or cause the officers of 
the Trust to submit to the Shareholders a written financial report of each      
Series of the Trust, including financial statements which shall at least        
annually be certified by independent public accountants.                        

ARTICLE XI  

MISCELLANEOUS   

Section 11.1. Filing. This Declaration and any amendment hereto shall be  
filed in the office of the Secretary of the Commonwealth of Massachusetts and   
in such other places as may be required under the laws of Massachusetts and     
may also be filed or recorded in such other places as the Trustees deem         
appropriate. Each amendment so filed shall be accompanied by a certificate      
signed and acknowledged by a Trustee or by the Secretary or any Assistant       
Secretary of the Trust stating that such action was duly taken in a manner      
provided herein. A restated Declaration, integrating into a single instrument   
all of the provisions of the Declaration which are then in effect and           
operative, may be executed from time to time by a majority of the Trustees      
and shall, upon filing with the Secretary of the Commonwealth of                
Massachusetts, be conclusive evidence of all amendments contained therein and   
may thereafter be referred to in lieu of the original Declaration and the       
various amendments thereto.                                                     

Section 11.2. Resident Agent. The Prentice-Hall Corporation System, Inc., 
84 State Street, Boston, Massachusetts 02109 is the resident agent of the       
Trust in the Commonwealth of Massachusetts.                                     

Section 11.3. Governing Law. This Declaration is executed by the Trustees 
and delivered in the Commonwealth of Massachusetts and with reference to the    
laws thereof and the rights of all parties and the validity and construction    
of every provision hereof shall be subject to and construed according to the    
laws of said State.                                                             

Section 11.4. Counterparts. The Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and   
such counterparts, together, shall constitute one and the same instrument,      
which shall be sufficiently evidenced by any such original counterpart.         

Section 11.5. Reliance by Third Parties. Any certificate executed by an   
individual who, according to the records of the Trust, appears to be a          
Trustee hereunder, or Secretary or Assistant Secretary of the Trust,            
certifying to: (a) the number or identity of Trustees or Shareholders, (b)      
the due authorization of the execution of any instrument or writing, (c) the    
form of any vote passed at a meeting of Trustees or Shareholders, (d) the       
fact that the number of Trustees or Shareholders present at any meeting or      
executing any written instrument satisfies the requirements of this             
Declaration, (e) the form of any By-Laws adopted by or the identity of any      
officers elected by the Trustees, or (f) the existence of any fact or facts     
which in any manner relate to the affairs of the Trust, shall be conclusive     
evidence as to the matters so certified in favor of any Person dealing with     
the Trustees and their successors.                                              

Section 11.6. Provisions in Conflict with Law or Regulations. (a) The     
provisions of the Declaration are severable, and if the Trustees shall          
determine, with the advice of counsel, that any of such provisions is in        
conflict with the 1940 Act, the regulated investment company provisions of      
the Internal Revenue Code or with other applicable laws and regulations, the    
conflicting provisions shall be deemed superseded by such law or regulation     
to the extent necessary to eliminate such conflict; provided, however, that     
such determination shall not affect any of the remaining provisions of the      
Declaration or render invalid or improper any action taken or omitted prior     
to such determination.                                                          

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

Section 11.7. Use of the name "Dean Witter." Dean Witter Reynolds Inc.    
("DWR") has consented to the use by the Trust of the identifying name "Dean     
Witter," which is a property right of DWR. The Trust will only use the name     
"Dean Witter" as a component of its name and for no other purpose, and will     
not purport to grant to any third party the right to use the name "Dean         
Witter" for any purpose. DWR, or any corporate affiliate of the parent of       
DWR, may use or grant to others the right to use the name "Dean Witter", or     
any combination or abbreviation thereof, as all or a portion of a corporate     
or business name or for any commercial purpose, including a grant of such       
right to any other investment company. At the request of DWR or its parent,     
the Trust will take such action as may be required to provide its consent to    
the use by DWR or its parent, or any corporate affiliate of DWR's parent, or    
by any person to whom DWR or its parent or an affiliate of DWR's parent shall   
have granted the right to the use, of the name "Dean Witter," or any            
combination or abbreviation thereof. Upon the termination of any investment     
advisory or investment management agreement into which DWR, or any corporate    
affiliate of DWR or its parent and the Trust may enter, the Trust shall, upon   
request by DWR, or any corporate affiliate of DWR or its parent, cease to use   
the name "Dean Witter" as a component of its name, and shall not use the        
name, or any combination or abbreviation thereof, as a part of its name or      
for any other commercial purpose, and shall cause its officers, trustees and    
shareholders to take any and all actions which DWR or its parent may request    
to effect the foregoing and to reconvey to DWR or its parent any and all        
rights to such name.                                                            

Section 11.8. Principal Place of Business. The principal place of business
of the Trust shall be Two World Trade Center, New York, New York 10048, or      
such other location as the Trustees may designate from time to time.            

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IN WITNESS WHEREOF, the undersigned have executed this Declaration of     
Trust this 21st day of June, 1996.                                              

/s/ Charles A. Fiumefreddo            /s/ David A. Hughey                 
-------------------------------- ---------------------------------            
Charles A. Fiumefreddo, as           David A. Hughey, as                
Trustee and not individually       Trustee and not individually             
Two World Trade Center            Two World Trade Center            
New York, New York 10048          New York, New York 10048            

/s/ Sheldon Curtis                                              
--------------------------------                                              
Sheldon Curtis, as Trustee                                              
and not individually                                              
Two World Trade Center                                              
New York, New York 10048                                              

STATE OF NEW YORK                                                               
}   ss.:                        
COUNTY OF NEW YORK                                                              

On this 21st day of June, 1996, DAVID A. HUGHEY, CHARLES A. FIUMEFREDDO   
and SHELDON CURTIS, known to me and known to be the individuals described in    
and who executed the foregoing instrument, personally appeared before me and    
they severally acknowledged the foregoing instrument to be their free act and   
deed.                                                                           
                                          /s/ Marilyn K. Cranney
                                         ---------------------------------
                                           Notary Public
My commission expires: May 31, 1997                                             
------------                      

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IN WITNESS WHEREOF, the undersigned has executed this instrument          
this     day of November, 1996.                                                 

COMMONWEALTH OF MASSACHUSETTS   

Suffolk, SS.                                                    Boston, MA
                                                           November   , 1996

Then personally appeared before me the above-named Joseph F. Mazzella who 
acknowledged the foregoing instrument to be his free act and deed.              

                                         ---------------------------------
                                           Notary Public
My commission expires:                                                          

      20

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-1A EL’ Filing		Date		First		Last			Other Filings
		5/31/97		20					24F-2NT,  NSAR-B
Filed on:		11/15/96							N-8A
		11/8/96		1		2
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