ARTICLE I



                             FISCAL YEAR AND OFFICES



     SECTION 1. FISCAL YEAR.  Unless  otherwise  provided by  resolution  of the

Board of  Trustees,  the fiscal  year of the Trust shall begin on the 1st day of

November and end on the last day of October.



     SECTION  2.  DELAWARE  OFFICE.  The Board of  Trustees  shall  establish  a

registered  office in the State of  Delaware  and shall  appoint as the  Trust's

registered  agent for service of process in the State of Delaware an  individual

resident  of the  State of  Delaware  or a  Delaware  corporation  or a  foreign

corporation  authorized to transact  business in the State of Delaware;  in each

case the business office of such  registered  agent for service of process shall

be identical with the registered Delaware office of the Trust.



     SECTION 3. OTHER  OFFICES.  The Board of Trustees may at any time establish

branch or subordinate  offices at any place or places where the Trust intends to

do business.





                                   ARTICLE II



                            MEETINGS OF SHAREHOLDERS



     SECTION 1. PLACE OF MEETING.  Meetings of the shareholders for the election

of trustees  shall be held in such place as shall be fixed by  resolution of the

Board of Trustees and stated in the notice of the meeting.



     SECTION 2. ANNUAL MEETINGS.  An Annual Meeting of shareholders  will not be

held unless the Investment Company Act of 1940 requires the election of trustees

to be acted upon.



     SECTION 3. SPECIAL  MEETINGS.  Special  Meetings of the shareholders may be

called at any time by the Chairman, or President,  or by a majority of the Board

of Trustees,  and shall be called by the Secretary  upon written  request of the

holders of shares entitled to cast not less than twenty percent of all the votes

entitled to be cast at such meeting  provided  that (a) such request shall state

the purposes of such meeting and the matters proposed to be acted on and (b) the

shareholders requesting such meeting shall have paid to the Trust the reasonable

estimated cost of preparing and mailing the notice thereof,  which the Secretary

shall  determine and specify to such  shareholders.  No special  meeting need be

called upon the request of shareholders entitled to cast less than a majority of

all votes  entitled to be cast at such  meeting to consider  any matter which is

substantially  the same as a matter voted on at any meeting of the  shareholders

held during the preceding twelve months. The





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foregoing  provisions  of this section 3  notwithstanding  a special  meeting of

shareholders  shall be called  upon the  request of the  holders of at least ten

percent  of the  votes  entitled  to be cast for the  purpose  of  consideration

removal of a trustee from office as provided in section 16(c) of the  Investment

Company Act of 1940.



     SECTION 4. NOTICE.  Not less than ten, nor more than ninety days before the

date of every Annual or Special Shareholders  Meeting, the Secretary shall cause

to be mailed to each  shareholder  entitled to vote at such meeting at his (her)

address  (as it  appears  on the  records  of the Trust at the time of  mailing)

written  notice  stating the time and place of the meeting and, in the case of a

Special Meeting of Shareholders,  shall be limited to the purposes stated in the

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