AARP Investment Program
- --------------------------------------------------------------------------------
from Scudder Two International Place - Boston, MA 02110
1-800-253-2277

July 10, 1996

Dear AARP Investment Program Shareholder:

I'm writing to let you know about several topics which require your
attention as a shareholder in the AARP Investment Program from Scudder.

The Trustees of the AARP Mutual Funds considered and approved several
matters affecting the Funds. Before the items can be enacted, they must be voted
on by shareholders of the AARP Mutual Funds.

As a shareholder in the Program, you are asked to consider the items and
cast your votes. The Trustees of the Funds recommend that you vote in favor of
each of these items. It is important that you consider these items, cast your
votes, and return your completed Proxy Card(s) as soon as possible. This will
help to obtain a quorum and reduce expenses of gathering the vote.

In this package you will find:

* A Proxy Statement, which is the legal document setting forth the
details of the items to be voted upon;

* A Proxy Card for each account you have in the Program, on which you
cast your votes; and

* A Postage Prepaid Envelope, in which you can return your Proxy
Card(s).

The Proxy Cards will be tabulated at a Special Meeting of Shareholders of
the AARP Investment Program to be held on September 13, 1996 at 8:30 a.m.
eastern time at the offices of Scudder, Stevens & Clark, Inc., 13th Floor, Two
International Place, Boston, Massachusetts 02110. You are invited to attend the
meeting, although you do not need to be present. Please return the enclosed
Proxy Card(s) even if you do plan to attend the meeting.

To help you understand the items under consideration, I've summarized them
below.

Proposal 1: Election of Trustees
--------------------

You are asked to elect the Board of Trustees for each of the
AARP Mutual Funds in which you invest. All of the proposed
Trustees are presently serving the AARP Mutual Funds.

Proposal 2: Independent Accountants
-----------------------

You are asked to approve the selection of Price Waterhouse LLP
as the independent accountants for the AARP Mutual Funds for

the fiscal year ending September 30, 1997. Price Waterhouse LLP
has served in this capacity since the Funds' inception.

Proposal 3: Amended and Restated Declarations of Trust
------------------------------------------

You are asked to approve Amended and Restated Declarations of
Trust for the Funds. The Declarations of Trust are legal
documents governing policies of the AARP Mutual Funds. The
Amended and Restated Declarations of Trust will give the
Trustees the flexibility to divide the shares of each Fund into
separate classes, and to set the number of Trustees serving on
the Board of Trustees for each Trust without the need and
expense of a shareholder vote. The Trustees currently have no
intention of dividing the shares of any Fund into separate
classes.

Should shareholders approve these items, the Amended and Restated
Declarations of Trust will go into effect on or about October 1, 1996.

Again, it is important for you to consider these items and return your
completed Proxy Card(s) in the envelope provided. The Trustees recommend that
you vote in favor of each of the proposals.

If you have any questions, please feel free to contact us by calling
1-800-253-2277, Monday to Friday, from 8:00 a.m. to 8:00 p.m. eastern time. One
of our AARP Mutual Fund Representatives will be happy to help you.

We look forward to continuing to meet your investment needs and helping you
achieve your financial objectives.

Sincerely,

/s/Cuyler W. Findlay
Cuyler W. Findlay
Chairman,
AARP Investment
Program from Scudder

We encourage you to read the attached proxy statement which includes more
complete information about the proposals.

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

July 10, 1996

Dear Shareholder:

We will hold Special Meetings of shareholders of each of the nine mutual
funds offered through the AARP Investment Program from Scudder at 8:30 a.m.,
eastern time, September 13, 1996. The meetings will be held concurrently at the
offices of Scudder, Stevens & Clark, Inc., 13th Floor, Two International Place,
Boston, Massachusetts 02110. These meetings are being called so that
shareholders may vote on several important issues which are listed in the agenda
on the following page.

Please read this proxy statement, which discusses each agenda item. The
Trustees have approved each proposal and recommend that you vote in favor of
each item. If you were a shareholder of record on July 1, 1996, you are entitled
to vote at the meetings or any adjournments of the meetings. You are welcome to
attend the meetings and cast your vote in person. Whether you plan to attend or
not, we urge you to sign and date the enclosed proxy card(s) as soon as possible
and return it in the enclosed postage prepaid envelope. Your prompt response may
save the Funds the expense of further solicitations to obtain a sufficient
number of votes to hold the meetings.

Sincerely,

Kathryn L. Quirk, Secretary
By order of the Trustees

IMPORTANT--Please fill out, sign, date and return the enclosed proxy
card(s) promptly.

AGENDA AND TABLE OF CONTENTS

The Special Meetings are being called for the following purposes:

For each Trust: Page
----

(1) To elect the Trustees to hold office until their respective 4
successors shall have been duly elected and qualified.

(2) To ratify or reject the action taken by the Trustees in 13
selecting Price Waterhouse LLP as independent accountants
for the fiscal year ending September 30, 1997

(3) To approve or disapprove an Amended and Restated Declaration 13
of Trust

The appointed Trustees will also vote on any other matter not now
anticipated but which might properly come before the meetings or any
adjournments of the meetings.

GENERAL INFORMATION

JOINT PROXY STATEMENT

AARP HIGH QUALITY MONEY FUND
(a series of the AARP Cash Investment Funds)

AARP GNMA AND U.S. TREASURY FUND
AARP HIGH QUALITY BOND FUND
(each a series of the AARP Income Trust)

AARP HIGH QUALITY TAX FREE MONEY FUND
AARP INSURED TAX FREE GENERAL BOND FUND
(each a series of the AARP Tax Free Income Trust)

AARP BALANCED STOCK AND BOND FUND
AARP GROWTH AND INCOME FUND
AARP GLOBAL GROWTH FUND
AARP CAPITAL GROWTH FUND
(each a series of the AARP Growth Trust)

GENERAL

This proxy statement, which was mailed on or about July 10, 1996, has been
sent to you in connection with the Special Meetings of shareholders of the AARP
Funds. The meetings will be held concurrently at the same location and are
hereinafter referred to as the "Meeting". As a shareholder in one or more of the
above mutual funds, you are invited to attend the Meeting, at which shareholders
will vote on the matters described in this proxy statement. Each share you own
is entitled to one vote, which will be cast in accordance with the directions
you give on the enclosed proxy card(s). The Trustees ask that you return your
proxy card(s) at your earliest convenience.

If you sign, date and return the proxy card(s) but give no voting
instructions, your shares will be voted in favor of each of the proposals. If
you change your mind, you may revoke your vote prior to the Meeting by voting
another proxy or by sending a letter or telegram to the Secretary of the Trusts,
c/o Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue, New York, New
York 10154. If you are able to attend the Meeting and wish to vote your shares
in person, you may do so, thereby revoking any proxy which you have previously
mailed. It is important to send your proxy card(s) whether or not you wish to
attend the Meeting.

In order to hold the Meeting, a majority of the shares entitled to be voted
must have been received by proxy or be present at the Meeting. Proxies which are
returned marked to abstain from voting, as well as proxies returned by brokers
or others who have not received voting instructions and do not have discretion
to vote for their clients ("broker non-votes") will be counted towards this
majority of shares. Abstentions and broker non-votes will not be counted in
favor of, but will have no other effect on, the vote for proposal (1) which
requires the approval of a plurality of shares voting at the Meeting for each
Trust, proposal (2) which requires the approval of a majority of shares voting
at the Meeting for each Trust and proposal (3) which requires the approval of a
majority of the outstanding voting securities for each Trust. Because of this,

shareholders who hold their shares through a broker or other nominee are urged
to forward their voting instructions.

Shareholders may only vote on matters which concern the Fund or Funds in
which they hold shares. Because the proposals set forth in this proxy statement
relate to the Trusts, of which the Funds are a part, shares of all Funds in a
Trust will vote together on each proposal. On July 1, 1996, the record date, the
shares outstanding for each Fund were as follows:

AARP CASH INVESTMENT FUNDS

AARP High Quality Money Fund ____________ shares

AARP INCOME TRUST
AARP GNMA and U.S. Treasury Fund ____________ shares
AARP High Quality Bond Fund ____________ shares

AARP TAX FREE INCOME TRUST
AARP High Quality Tax Free Money Fund ___________ shares
AARP Insured Tax Free General Bond Fund ___________ shares

AARP GROWTH TRUST
AARP Balanced Stock and Bond Fund ___________ shares
AARP Growth and Income Fund ___________ shares
AARP Global Growth Fund ___________ shares
AARP Capital Growth Fund ___________ shares

The Funds provide periodic reports to all shareholders which highlight relevant
information, including investment results and a review of changes made to your
Fund's portfolio. You may receive an additional copy of the most recent annual
report for the AARP Investment Program from Scudder, without charge, by calling
(800) 253-2277 or writing the Funds at P.O. Box 2540, Boston, Massachusetts
02208-2540.

PROPOSAL 1: ELECTION OF TRUSTEES

Each Trust is served by a Board of Trustees who have overall responsibility
for the management of the Funds under Massachusetts law. Shareholders of the
Funds in each Trust are being asked to elect their Trust's Board of Trustees.

Trustees of each Trust are responsible for the general oversight of each
Fund's business and for assuring that each Fund is managed in the best interests
of its shareholders. The Trustees periodically review each Fund's investment
performance as well as the quality of other services provided to each Fund and
its shareholders by the Fund Manager--Scudder, Stevens & Clark, Inc., including
administration, distribution and investor servicing. At least annually, the
Trustees review the fees paid to Scudder for these services and the overall
level of each Fund's operating expenses. The Trustees monitor potential
conflicts of interest among the Funds and between the Funds and Scudder. In
carrying out these responsibilities, the Trustees are assisted by each Trust's
accountants and legal counsel, which are selected by the Trustees and are
independent of Scudder.

All nominees have consented to stand for election and to serve if elected.
If any nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for any replacement nominee whom the Trustees may
designate.
Information About the Nominees

The table below sets forth certain information concerning each of the
nominees for Trustee. At a meeting held on June 18, 1996 the Board of Trustees
approved a "Program Board" where all Trustees would serve on the Board of
Trustees for each of the four Trusts.

Each of the nominees is now a Trustee of at least one of the Trusts for
which he or she has been nominated and, with the exception of Ms. Anderson and
Ms. Canja, who became Trustees after the last Special Meeting of Shareholders,
each was elected to serve as a Trustee of at least one Trust at the last Special
Meeting. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years,
although not necessarily in the same capacity.

Name (Age) Present Office with the Trusts, if any; Year First Beneficial Shares Owned on
Principal Occupation or Employment and Directorships in Became a May 31, 1996 (1)
Publicly Held Companies Trustee
- -----------------------------------------------------------------------------------------------------------------------------------

Carole Lewis President, MASDUN Capital Advisors; Formerly 1985
Anderson (51) Principal, Suburban Capital Markets; Director,
VICORP Restaurants, Inc.; Member of the Board,
Association for Corporate Growth of Washington,
D.C.; Trustee, Hasbro Children's Foundation and Mary
Baldwin College.

Adelaide Attard Consultant, Gerontology; Member, New York City Department 1984
(66) of Aging Advisory Council--Appointed by Mayor (1995);
Commissioner, County of Nassau, New York, Department of
Senior Citizen Affairs, (1971-1991); Board Member, American
Association of International Aging (1981-present); Member,
NYS Community Services for the Elderly Advisory
Council--Appointed by Governor (1987-1991); Chairperson,
Federal Council on Aging, (1981-1986); U.S. Delegate to
1982 United Nations World Assembly on Aging.

Cyril F. Brickfield Honorary President and Special Counsel, American 1984
(77)* Association of Retired Persons; Board Member: American
Association of International Aging, National Alzheimer's
Association, and American Federation of Aging Research
(AFAR).

Robert N. Butler, Director, International Longevity Center and 1984
M.D. (69) Professor of Geriatrics and Adult Development;
Chairman, Henry L. Schwartz Department of Geriatrics
and Adult Development, Mount Sinai Medical Center;
Formerly Director, National Institute on Aging,
National Institute of Health.

Esther Canja Vice President, American Association of Retired 1996
(69)* Persons; Trustee and Chair, AARP Group Health
Insurance Plan; Board Liaison, National Volunteer
Leadership Network Advisory Committee; Chair, Board
Operations Committee; AARP State Director of Florida
(1990-1992).

Linda C. Coughlin President; Managing Director of Scudder, Stevens & Clark, 1991
(44)*+ Inc.

Horace B. Deets Vice Chairman; Executive Director, American Association of 1988
(58)*+ Retired Persons; Member, Board of Councilors, Andrus
Gerontology Center; Member of the Board, HelpAge
International.

Edgar R. Fiedler Vice President and Economic Counselor, The Conference 1984
(67) Board, Inc.; Director: The Stanley Works, Zurich-American
Insurance Company, Harris Insight Funds and Emerging Mexico
Fund. Mr. Fiedler serves on the boards of an additional 11
funds managed by Scudder.

Cuyler W. Findlay Chairman; Managing Director of Scudder, Stevens & Clark, 1984
(63)*+ Inc. Mr. Findlay serves on the board of an additional fund
managed by Scudder.

Eugene P. Forrester Consultant; International Trade Counselor; Lt. General 1984
(70) (Retired), U.S. Army; Command General, U.S. Army Western
Command, Honolulu; Consultant: Digital Equipment Corp.,
DHI, Philip Morris, PICS Previews, and Whittle
Communications.

Wayne F. Haefer Director, Membership Division of AARP; Formerly Secretary, 1993
(59)* Employee's Pension and Welfare Trusts of AARP and Retired
Persons Services, Inc.; Formerly Director, Administration
and Data Management Division of AARP.

George L. Maddox, Professor Emeritus and Director, Long Term Care 1984
Jr. (71) Resources Program, Duke University Medical
Center; Senior Fellow, Center for the Study of Aging
and Human Development, Duke University; Professor
Emeritus of Sociology, Departments of Sociology and
Psychiatry, Duke University.

Robert J. Myers Actuarial Consultant; Formerly Executive Director, National 1984
(83) Commission on Social Security Reform; Director, NASL Series
Trust, Inc. and North American Funds, Inc.; Formerly
Director, Board of Pensions, Evangelical Lutheran Church in
America; Formerly Chairman, Commission on Railroad
Retirement Reform; Member, Prospective Payment Assessment
Commission.

Name (Age) Present Office with the Trusts, if any; Year First Beneficial Shares Owned on
Principal Occupation or Employment and Directorships in Became a May 31, 1996 (1)
Publicly-Held Companies Trustee
- -----------------------------------------------------------------------------------------------------------------------------------

James H. Schulz Professor of Economics and Kirstein Professor of Aging 1984
(60) Policy, Policy Center of Aging, Florence Heller School,
Brandeis University.

Gordon Shillinglaw Professor Emeritus of Accounting, Columbia University 1984
(71) Graduate School of Business; Formerly Director and
Treasurer, FERIS Foundation of America. Mr. Shillinglaw
serves on an additional 10 funds managed by Scudder.

All Trustees and Officers as a Group
- ------------------------------------------------------------------------------------------------------------------------------------

Sole investment Shared investment and
and voting power voting power
-------------------------------------------------

AARP High Quality Money Fund
AARP GNMA and U.S. Treasury Fund
AARP High Quality Bond Fund
AARP High Quality Tax Free Money Fund
AARP Insured Tax Free General Bond Fund
AARP Balanced Stock and Bond Fund
AARP Growth and Income Fund
AARP Global Growth Fund
AARP Capital Growth Fund

TOTAL

* Trustees considered by the Trusts and their counsel to be "interested
persons" (which as used in this Proxy Statement is as defined in the
Investment Company Act of 1940, as amended, the "1940 Act") of the Trusts,
of Scudder or of AARP. Mr. Findlay and Ms. Coughlin are deemed to be
interested persons because of their affiliation with Scudder. Ms. Canja,
Messrs. Brickfield, Deets and Haefer are deemed to be interested persons
because of their affiliation with AARP.

+ Messrs. Deets and Findlay and Ms. Coughlin are members of the Executive
Committee of the funds.

(1) The information as to beneficial ownership is based on statements furnished
to the Trusts by the nominees. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power. Beneficial shares owned by
each Trustee constituted less than 1/4 of 1% of such class of shares.

(2) Shares held with shared investment and voting power.

(3) ___ shares held with shared investment and voting power.

(4) ___ shares held with shared investment and voting power.

(5) _____ shares held with shared investment and voting power.

The Trustees and Officers of the Trusts may also serve in similar
capacities for other funds managed by Scudder, Stevens & Clark, Inc.

To the best of the Trusts' knowledge, as of May 31, 1996 no person owned
beneficially more than 5% of the outstanding shares of any of the Funds.

Committees of the Board--Board Meetings

The Board of Trustees of each of the Trusts met five times during the
fiscal year ended September 30, 1995. Each Trustee attended at least 75% of the
total number of meetings of the Board of Trustees and of all committees on which
he or she serves, except for Horace B. Deets. A representative of AARP was
present at every Board Meeting.

The Trustees, in addition to an Executive Committee, have an Audit
Committee, a Valuation Committee and a Special Nominating Committee.

Audit Committee

The Trustees of each Trust have an Audit Committee which meets to review
with management and the independent accountants the scope of the audit and the
controls of each Trust and its agents. It also reviews and approves in advance
the types of services to be rendered by the independent accountants; it
recommends the selection of independent accountants for each Trust to the
Trustees for approval; and in general the Committee considers and reports to the
Trustees on matters regarding each Trust's accounting and bookkeeping practices.
The Audit Committee of each Trust met once during the fiscal year ended
September 30, 1995. The composition of the Audit Committees for each of the four
Trusts is as follows:

Composition of the Committee
----------------------------

AARP Cash Investment Funds Messrs. Myers and Shillinglaw
AARP Income Trust Ms. Anderson, Messrs. Butler, Fiedler and Myers
AARP Tax Free Income Trust Messrs. Forrester, Maddox and Shillinglaw
AARP Growth Trust Ms. Attard, Messrs. Schulz and Shillinglaw

Special Nominating Committee

The Trustees of each Trust have a Special Nominating Committee consisting
of those Trustees who are not interested persons of AARP, Scudder, Stevens &
Clark, Inc. or any of the Trusts ("Noninterested Trustees") as defined in the
1940 Act. The Committee is charged with the duty of making all nominations for
Noninterested Trustees. Shareholders' recommendations as to nominees received by
management are referred to the Committee for its consideration and action. Each
Trust's Nominating Committee met three times during the fiscal year ended
September 30, 1995. The Committee most recently met on _______________ to
consider and to nominate the nominees set forth above.

Executive Officers

In addition to Messrs. Deets and Findlay and Ms. Coughlin, Trustees who are also
Officers of the Trusts, the following persons are Executive Officers of the
Trusts:

Year First
Present Office with the Trusts; Became an
Name (Age) Principal Occupation or Employment (1) Officer(2)
- ------------------------------------------------------------------------------------------------------------------

Edward J. O'Connell (51) Vice President and Assistant Treasurer of the Trusts; 1988
Principal of Scudder, Stevens & Clark, Inc.

Kathryn L. Quirk (43) Vice President and Secretary of the Trusts; Managing 1991
Director of Scudder, Stevens & Clark, Inc.

David S. Lee (62) Vice President and Assistant Treasurer of the Trusts; 1984
Managing Director of Scudder, Stevens & Clark, Inc.

Pamela A. McGrath (42) Vice President and Treasurer of the Trusts; Managing 1990
Director of Scudder, Stevens & Clark, Inc.

Thomas F. McDonough (49) Vice President and Assistant Secretary of the Trusts; 1984
Principal of Scudder, Stevens & Clark, Inc.

Margaret D. Hadzima ( ) Vice President of the Trusts; Managing Director of 1996
Scudder, Stevens & Clark, Inc.

Thomas W. Joseph (57) Vice President of the Trusts; Principal of Scudder, 1988
Stevens & Clark, Inc.

James W. Pasman ( ) Vice President of the Trusts; Principal of Scudder, 1996
Stevens & Clark, Inc.

Howard Schneider (39) Vice President of the Trusts; Managing Director of 1991
Scudder, Stevens & Clark, Inc.

Cornelia M. Small (52) Vice President of the Trusts; Managing Director of 1984
Scudder, Stevens & Clark, Inc.

(1) Unless otherwise stated, all Executive Officers have been associated
with Scudder for more than five years, although not necessarily in
the same capacity.

(2) The President, Treasurer and Secretary each hold office until his or
her successor has been duly elected and qualified, and all other
Officers hold office at the pleasure of the Trustees.

Payments to Trustees and Officers

Trustees and Officers who are affiliated with Scudder or AARP receive no
compensation from the Trust for their services as Trustees or Officers. Total
payments made to all Trustees not affiliated with Scudder or AARP for the fiscal
year ended September 30, 1995 for each Trust were as follows: AARP Cash
Investment Funds, $19,837; AARP Income Trust, $60,387; AARP Tax Free Income
Trust, $61,436; AARP Growth Trust, $81,463. In addition to out-of-pocket
expenses, each unaffiliated Trustee currently receives an annual fee of $2,000
per Fund; a fee of $270 for attending each Trustees' meeting; $200 for attending
each audit and contract committee meeting; and $100 for attending each
additional committee meeting. The Trustees approved a new compensation
structure, effective October 1, 1996, which is consistent with the goal of
increasing the number of Trustees serving on the Board of Trustees of each Trust
with little or no additional cost to the Funds. The new compensation structure
provides that, in addition to out-of-pocket expenses, each unaffiliated Trustee
will receive an annual retainer of $10,000 for serving as a Trustee of the AARP
Investment Program; a fee of $175 for attending each Trustees' meeting; $150 for
attending each audit and contract committee meeting; $100 for attending each
nominating committee meeting; and $125 for attending each additional committee
meeting. Scudder and AARP Financial Services Corporation (AFSC), which receive
fees for the services they perform for the Funds, pay the expenses of their
officers, directors or employees who serve as Officers and/or Trustees of the
Trusts.

The following Compensation Table provides, in tabular form, the following data:

Column (1): all Trustees who receive compensation from the Trusts.

Column (2): aggregate compensation received by a Trustee from all the series of
a Trust.

Column (3): total compensation received by a Trustee from the Trusts, plus
compensation received from all Funds that are advised by Scudder (the "Fund
Complex") for which a Trustee serves. The total number of Funds from which a
Trustee receives such compensation is also provided.

Compensation Table
for the year ended December 31, 1995
=============================================================================================================================
=============================================================================================================================

(1) (2) (3)

Aggregate Compensation from

Name of Person, (a) (b) (c) (d) Total Compensation
Position AARP Cash AARP Income AARP Tax Free AARP Growth Trust from the AARP
Investment Fund Trust consisting Income Trust consisting of four Trusts and Fund
consisting of of two Funds: consisting of two Funds: AARP Balanced Complex Paid to
one Fund: AARP AARP GNMA and Funds: AARP High Stock and Bond Fund, Trustee
High Quality U.S. Treasury Quality Tax Free AARP Growth and
Money Fund Fund and AARP Money Fund and Income Fund, AARP
High Quality AARP Insured Tax Global Growth Fund*,
Bond Fund Free General Bond and AARP Capital
Fund Growth Fund
=============================================================================================================================

Carole L. Anderson, $538 $1076 -- -- $1,614
Trustee (3 funds)

Adelaide Attard, $3177 $7387 -- $11,677 $22,241
Trustee (6 funds)

Robert N. Butler, -- $7140 -- $10,110 $17,250
Trustee (5 funds)

Mary Johnston Evans, $3477 -- $6553 $10,430 $33,460
Retired Trustee as of May (7 funds)
31, 1996

Edgar R. Fiedler, $3720 $8000 $7600 -- $81,713**
Trustee (15 funds)

Eugene P. Forrester, -- $8160 $8560 -- $16,720
Trustee (4 funds)

William B. Macomber, -- -- $7680 $10,920 $18,600
Retired Trustee as of (5 funds)
March 31, 1996

George L. Maddox, Jr., -- $8560 $8960 -- $17,520
Trustee (4 funds)

Robert J. Myers, $3950 $7892 -- $11,238 $23,080
Trustee (6 funds)

James H. Schulz, -- $5968 $7006 $11,108 $24,082
Trustee (7 funds)

Gordon Shillinglaw, Trustee $4008 -- $8026 $12,046 $102,097
(15 funds)

* AARP Global Growth Fund commenced operations on February 1, 1996.

** Includes $48,143 accrued through a deferred compensation program. As of
December 31, 1995, Mr. Fiedler had a total of $206,003 accrued in a
deferred compensation program for serving on the Board of Directors of
Scudder Institutional Fund, Inc., which had four active portfolios during
1995 and $208,215 accrued in a deferred compensation program for serving on
the Board of Scudder Fund, Inc., which has five active portfolios. As of
April 3, 1996, Scudder Institutional Fund, Inc. has five active portfolios.

Required Vote

For each Trust, election of each of the listed nominees for Trustee
requires the affirmative vote of a plurality of the votes cast at the Meeting in
person or by proxy. The Trustees recommend that shareholders vote in favor of
each of the nominees.

PROPOSAL 2: RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT
ACCOUNTANTS

Each year, the Board of Trustees for each Trust selects independent
accountants to audit the Funds' financial statements.

At meetings held on June 18, 1996, the Trustees of each Trust, including a
majority of the Noninterested Trustees, selected Price Waterhouse LLP to act as
independent accountants for the Trusts for the fiscal year ending September 30,
1997. Price Waterhouse LLP are independent accountants and have advised the
Trusts that they have no direct financial or material indirect financial
interest in the Trusts.

One or more representatives of Price Waterhouse LLP are expected to be
present at the Meeting and will have an opportunity to make a statement if they
desire to do so. In addition, they will be available to respond to appropriate
questions.

The Trusts' financial statements for the fiscal year ended September 30,
1995 were examined by Price Waterhouse LLP. In connection with its audit
services, Price Waterhouse LLP reviewed the financial statements included in the
Trusts' reports to shareholders and their filings with the Securities and
Exchange Commission.
Required Vote

For each Trust, ratification of the selection of independent accountants
requires the affirmative vote of a majority of the votes cast at the Meeting in
person or by proxy. The Trustees recommend that shareholders ratify the
selection of Price Waterhouse LLP as independent accountants.

PROPOSAL 3: APPROVAL OR DISAPPROVAL OF AMENDED
AND RESTATED DECLARATIONS OF TRUST

The Trustees propose that each Trust's Declaration of Trust be amended and
restated to expressly permit the division of shares of beneficial interest of
the Funds into separate classes, and to allow the Trustees to set the number of
Trustees serving on each Trust's Board of Trustees. The principal purpose of the
proposed amendments is to give the Trustees additional flexibility to manage the
business of the Trusts and to adapt to changing market conditions. If this
proposal is approved, each Declaration of Trust will be amended and restated as
shown in Exhibit A to this Proxy Statement.

Different Classes of Shares

The Trusts, each a Massachusetts business trust, have authorized capital
consisting of an unlimited number of shares of beneficial interest of $.01 par
value per share (the "Shares"), all of which are of one class and have equal
rights as to voting, dividends and liquidation. Under each Declaration of Trust,
as currently in effect (the "Declaration of Trust"), the Trustees have the
authority to issue two or more series of Shares (each a "Series") and to
designate the relative rights and preferences as between the different Series.

Under the Declaration of Trust, shareholders of each Series have an interest in
a separate portfolio of assets.

Division of the Shares into different classes (each a "Class") would permit
Shares of different Classes to be distributed by different methods, and
shareholders of different Classes might bear different expenses in connection
with such methods of distribution. Shareholders of different Classes of a
particular Series would continue to have an interest in the same portfolio of
assets. For example, the Shares of one Class might be made available through an
administrative agreement with a bank, while the Shares of another Class might
continue to be available through Scudder Investor Services, Inc., "the
Distributor". In such an instance, the bank might be compensated for its
services through payment by a Fund of an administrative fee, which would be
allocated only to the Shares of the Class available through the bank. In the
future, there may be other considerations which would make it advisable to
divide shares into different classes.

The Trustees have no present intention of taking the action necessary to
effect the division of Shares into separate Classes, nor of changing the method
of distribution of Shares of each Fund. If the Shares were divided into Classes
and it was proposed that one or more Classes bear expenses of an activity
primarily intended to result in the sale of Shares, the vote of a majority of
the outstanding voting securities of the affected Class or Classes would be
required to approve a "Rule 12b-1 plan" to permit the bearing of such expenses.
No 12b-1 plan is currently in effect and, accordingly, the Funds do not bear any
of the expenses of distribution. No sales commission or load is charged to the
investor on Shares sold through the Distributor.

Because allocation of expenses among different Classes could affect the
calculation of each Fund's net asset value per Share, the proposed Amended and
Restated Declaration of Trust would also revise provisions relating to such
calculations. The Amended and Restated Declaration of Trust would also state
explicitly that a shareholder of a particular Series or Class thereof is not
entitled to bring a derivative or class action on behalf of any other Series or
Class (or shareholder of any other Series or Class) of a Fund and that any
indemnification to a shareholder would be solely from one or more Series of
which the shareholder holds shares.

Number of Trustees

Each Trust's Declaration of Trust currently states that 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 such Trustees, provided that the number of
Trustees shall be more than one and no more than fifteen. The Trustees propose
that the Declarations of Trust be amended and restated to allow the Trustees to
determine the appropriate number of Trustees by majority vote, as long as there
is a minimum of one Trustee serving on each Trust. Thus, if increasing the
number of Trustees over fifteen was necessary, the Trustees would have clear
authority to increase the number of Trustees serving on each Trust without the
expense of calling a shareholder meeting to amend the Declarations of Trust.

The purpose of changing this provision in the Amended and Restated
Declaration of Trust is to allow for the implementation of the AARP Program

Board (as discussed under Proposal 1) which will allow all Trustees to serve on
each of the four Trusts within the AARP Investment Program from Scudder. The
Trustees believe that the Program Board will allow for greater efficiency by
having a Board of Trustees consistent for each Trust, but at little or no
additional cost to the Funds.

In addition, the Amended and Restated Declarations of Trust include a
provision for Scudder to employ one or more subadvisers from time to time,
changes to proxy and report delivery requirements and changes made since the
last Special Meeting of Shareholders regarding setting the minimum account size.

Required Vote

Pursuant to the Declarations of Trust, approval of each Amended and
Restated Declaration of Trust requires the affirmative vote of a majority of the
shares outstanding and entitled to vote at the Meeting. If an affirmative vote
of shareholders is not obtained with respect to the shares entitled to vote, the
present Declaration for that Trust will continue in effect. The Trustees
recommend that shareholders vote in favor of the Amended and Restated
Declarations of Trust.

ADDITIONAL INFORMATION

Investment Adviser

Scudder is one of the most experienced investment counsel firms in the
United States. It was established in 1919 as a partnership and was restructured
as a Delaware corporation in 1985. The principal source of Scudder's income is
professional fees received from providing continuing investment advice.
Scudder's subsidiary, Scudder Investor Services, Inc., Two International Place,
Boston, MA 02110, acts as the principal underwriter for shares of registered
open-end investment companies. Scudder provides investment counsel for many
individuals and institutions, including insurance companies, endowments,
industrial corporations and financial and banking organizations. Today, Scudder
manages more than $100 billion in assets for clients around the world.

Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President and Chief Executive
Officer of Scudder. Stephen R. Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#,
Linda C. Coughlin*, Margaret D. Hadzima*, Jerard K. Hartman#, Richard A. Holt@,
Dudley H. Ladd*, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the
other members of the Board of Directors of Scudder. The principal occupation of
each of the above named individuals is serving as a Managing Director of
Scudder.

---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois

All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash

transactions. All Managing Directors of Scudder own voting and nonvoting stock;
all Principals own nonvoting stock.

Other Matters

The Board of Trustees does not know of any matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. The appointed
Trustees will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.

Please complete and sign the enclosed proxy card(s) and return them in the
envelope provided so that the Meeting may be held and action may be taken, with
the greatest possible number of shares participating, on the matters described
in this Proxy Statement. This will not preclude your voting in person if you
attend the Meeting.
MISCELLANEOUS

Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by Officers of the Trusts or Scudder. The expenses
connected with the solicitation of these proxies and with any further proxies
which may be solicited by the Officers of the Trusts or Scudder in person, by
telephone or by facsimile will be borne by the particular Trust. The Trusts will
reimburse banks, brokers and other persons holding Trust shares registered in
their names, or in the names of their nominees, for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares.

For each Trust, in the event that sufficient votes in favor of any proposal
set forth in the Agenda are not received by September 13, 1996, the persons
named on the enclosed proxy card(s) may propose one or more adjournments of the
meetings to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of such shares entitled to vote on
the adjourned matter present in person or by proxy at the session of the meeting
to be adjourned. The persons named as appointed Trustees on the enclosed proxy
card(s) will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal for which further solicitation of
proxies is to be made. They will vote against any such adjournment those proxies
required to be voted against such proposal. The costs of any such additional
solicitation and of any adjourned session will be borne by the respective Trust.

Shareholders wishing to submit proposals for inclusion in a proxy statement
for any subsequent shareholders' meeting should send their written proposals to
Kathryn L. Quirk, Secretary of the Trusts, c/o Scudder, Stevens & Clark, Inc.,
25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154 within a
reasonable time before the solicitation of proxies for such shareholders'
meeting. The timely submission of a proposal does not guarantee its inclusion.

By order of the Trustees,
Kathryn L. Quirk
Secretary

345 Park Avenue
New York, New York 10154
July 10, 1996

AMENDED AND RESTATED

DECLARATION OF TRUST

AARP ________ TRUST

DATED: September __, 1996

TABLE OF CONTENTS
Page
----

ARTICLE I

NAME AND DEFINITIONS 1
Section 1.1. Name 1
Section 1.2. Definitions 1

ARTICLE II

TRUSTEES 6
Section 2.1. General Powers 3
Section 2.2. Investments 3
Section 2.3. Legal Title 3
Section 2.4. Issuance and Repurchase of Shares 4
Section 2.5. Delegation; Committees 5
Section 2.6. Collection and Payment 5
Section 2.7. Expenses 5
Section 2.8. Manner of Acting; By-laws 5
Section 2.9. Miscellaneous Powers 6
Section 2.10. Principal Transactions 6
Section 2.11. Number of Trustees 6
Section 2.12. Election and Term 6
Section 2.13. Resignation and Removal 7
Section 2.14. Vacancies 7
Section 2.15. Delegation of Power to Other Trustees 7

ARTICLE III

CONTRACTS 8
Section 3.1. Distribution Contract 8
Section 3.2. Advisory or Management Contract 8
Section 3.3. Affiliations of Trustees or Officers, Etc. 9
Section 3.4. Compliance with 1940 Act 9

ARTICLE IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS 9
Section 4.2. Non-Liability of Trustees, Etc. 9
Section 4.3. Mandatory Indemnification 10
Section 4.4. No Bond Required of Trustees 11
Section 4.5. No Duty of Investigation; Notice in
Trust Instruments, Etc. 11
Section 4.6. Reliance on Experts, Etc. 11

ARTICLE V

SHARES OF BENEFICIAL INTEREST 12
Section 5.1. Beneficial Interest 12
Section 5.2. Rights of Shareholders 12
Section 5.3. Trust Only 12
Section 5.4. Issuance of Shares 12
Section 5.5. Register of Shares 13
Section 5.6. Transfer of Shares 13
Section 5.7. Notices, Reports 13
Section 5.8. Treasury Shares 14
Section 5.9. Voting Powers 14
Section 5.10. Meetings of Shareholders 14
Section 5.11. Series Designation 15
Section 5.12. Assent to Declaration of Trust 16
Section 5.13. Class Designation 16

ARTICLE VI

REDEMPTION AND REPURCHASE OF SHARES 17
Section 6.1. Redemption of Shares 17
Section 6.2. Price 17
Section 6.3. Payment 18
Section 6.4. Effect of Suspension of Determination of
Net Asset Value 18
Section 6.5. Repurchase by Agreement 18
Section 6.6. Redemption of Shareholder's Interest 18
Section 6.7. Redemption of Shares in Order to Qualify as
Regulated Investment Company; Disclosure
of Holding 19
Section 6.8. Reductions in Number of Outstanding Shares
Pursuant to Net Asset Value Formula 19
Section 6.9. Suspension of Right of Redemption 19

ARTICLE VII

DETERMINATION OF NET ASSET VALUE, NET INCOME
AND DISTRIBUTIONS 19
Section 7.1. Net Asset Value 19
Section 7.2. Distributions to Shareholders 20
Section 7.3. Determination of Net Income; Constant
Net Asset Value; Reduction of Outstanding
Shares 21
Section 7.4. Allocation Between Principal and Income 21
Section 7.5. Power to Modify Foregoing Procedures 21

ARTICLE VIII

DURATION; TERMINATION OF TRUST; AMENDMENT;
MERGERS, ETC. 22
Section 8.1. Duration 22
Section 8.2. Termination of Trust 22
Section 8.3. Amendment Procedure 22
Section 8.4. Merger, Consolidation and Sale of Assets 23
Section 8.5. Incorporation 23

iii

ARTICLE IX

REPORTS TO SHAREHOLDERS 24

ARTICLE X

MISCELLANEOUS 24
Section 10.1. Filing 24
Section 10.2. Governing Law 24
Section 10.3. Counterparts 24
Section 10.4. Reliance by Third Parties 24
Section 10.5. Provisions in Conflict with Law or Regulations 25

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
AARP GROWTH TRUST
DATED: September __, 1996

AMENDED AND RESTATED DECLARATION OF TRUST made September __, 1996 by a
majority of the Trustees of AARP Growth Trust (together with all other persons
from time to time duly elected, qualified and serving as Trustees in accordance
with the provisions of Article II hereof, the "Trustees").

WHEREAS, the undersigned, being duly elected and qualified Trustees of AARP
Growth Trust (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, pursuant to an Amended and Restated Declaration
of Trust dated September __, 1996, as amended, do hereby certify that at a
meeting of the Shareholders of the Trust, by favorable vote on September __,
1996, of a majority of the shares issued and entitled to vote, the Shareholders
adopted the Amended and Restated Declaration of Trust as follows:

ARTICLE I
1.NAME AND DEFINITIONS
----------------------

1. Section 1.1. Name. The name of the trust created hereby, until and unless
changed by the Trustees as provided in Section 8.3(a) hereof, is the "AARP
Growth Trust."

2. 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 2.8 hereof, as
from time to time amended.

(b) "Class" means the two or more Classes as may be established and
designated from time to time by the Trustees pursuant to Section 5.13
hereof.

(c) The term "Commission" has the meaning given it in the 1940 Act.
The term "Interested Person" has the meaning given it in the 1940 Act, as
modified by any applicable order or orders of the Commission. Except as
otherwise defined by the Trustees in conjunction with the establishment of
any series of Shares, the term "vote of a majority of the Shares
outstanding and entitled to vote" shall have the same meaning as the term
"vote of a majority of the outstanding voting securities" given it in the
1940 Act.

(d) "Custodian" means any Person other than the Trust who has custody
of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities described
in said Section 17(f).

(e) "Declaration" means this Amended and Restated Declaration of
Trust, as further 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 exclusively to the article
or section in which such words appear.

(f) "Distributor" means the party, other than the Trust, to the
contract described in Section 3.1 hereof.

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

(h) "Investment Adviser" means the party, other than the Trust, to the
contract described in Section 3.2 hereof.

(i) "Municipal Bonds" means obligations issued by or on behalf of
states, territories of the United States and the District of Columbia and
their political subdivisions, agencies and instrumentalities, the interest
from which is exempt from regular Federal income tax.

(j) The "1940 Act" means the Investment Company Act of 1940, as
amended from time to time.

(k) "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.

(l) "Series" individually or collectively means the two or more Series
as may be established and designated from time to time by the Trustees
pursuant to Section 5.11 hereof. Unless the context otherwise requires, the
term "Series" shall include Classes into which shares of the Trust, or of a
Series, may be divided from time to time.

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

(n) "Shares" means the equal proportionate 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 and Classes which may be
established by the Trustees, and includes fractions of Shares as well as
whole Shares. "Outstanding Shares" means those Shares shown from time to
time on the books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the treasury of
the Trust.

(o) "Transfer Agent" means any one or more Persons other than the
Trust who maintains the Shareholder records of the Trust, such as the list
of Shareholders, the number of Shares credited to each account, and the
like.

(p) The "Trust" means AARP Growth Trust.

(q) The "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.

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

Section 1.3. Principal Place of Business. The principal place of business
of the Trust shall be Two International Place, Boston, Massachusetts.

ARTICLE II
2.TRUSTEES
----------

3. Section 2.1. General Powers. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to be 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 this 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 of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust 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
this 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.

4. Section 2.2. Investments. The Trustees shall have the power:

a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.

(b) To invest in, hold for investment, or reinvest in, securities,
including common and preferred stocks; warrants; bonds, debentures, bills, time
notes and all other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including securities of any state,
municipality or other political subdivision thereof, or any governmental or
quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper, bankers
acceptances and all kinds of repurchase agreements, of any corporation, company,
trust, association, firm or other business organization however established, and
of any country, state, municipality or other political subdivision, or any
governmental or quasi-governmental agency or instrumentality.

(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend, and to pledge any such securities and to enter
into repurchase agreements and forward foreign currency exchange contracts, to
purchase and sell futures contracts on securities, securities indices and
foreign currencies, to purchase or sell options on such contracts, foreign
currency contracts and foreign currencies and to engage in all types of hedging
and risk management transactions, as determined appropriate by the Trustees.

(d) To exercise all rights, powers and privileges of ownership or interest
in all securities, repurchase agreements, future contracts and options and other
assets included in the Trust Property, including the right to vote thereon and

otherwise act with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all such assets.

(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash, and any interest therein.

(f) To borrow money and in this connection issue notes or other evidence of
indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or undertake
the performance of any obligation or engagement of any other Person and to lend
Trust Property.

(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, to preserve,
improve or enhance the value of such obligation or interest, and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.

(h) To enter into a plan of distribution and any related agreements whereby
the Trust may finance directly or indirectly any activity which is primarily
intended to result in the sale of Shares.

(i) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.

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.

5. Section 2.3. Legal Title. Legal title to all the Trust Property, including
the property of any Series of the Trust, 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 deemed appropriately protected. The right, title and interest
of the Trustees in the Trust Property and the property of each Series of the
Trust shall vest automatically in each Person who may hereafter become a
Trustee. Upon the termination of the term of office, resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property or the property of any Series of the
Trust, 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.

6. Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the
provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the particular series of the Trust with respect
to which such Shares are issued, 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.

7. Section 2.5. Delegation; Committees. The Trustees shall have power 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, to the same extent as such
delegation is permitted by the 1940 Act.

8. Section 2.6. Collection and Payment. 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.

9. Section 2.7. Expenses. 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 this 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.

10. Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein
or in the By-laws, any action to be taken by the Trustees may be taken by a
majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of the entire number
of Trustees then in office. 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.

Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought

before any court, administrative agency or other adjudicatory body.

11. Section 2.9. Miscellaneous Powers. Subject to Section 5.11, hereof, 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; (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, 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 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 has dealings, including the 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 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.

12. Section 2.10. Principal Transactions. Except in transactions not permitted
by the 1940 Act or rules and regulations adopted by the Commission, the Trustees
may, on behalf of the Trust, buy any securities from or sell any securities to,
or lend any assets of the Trust 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 the Investment Adviser, Distributor or Transfer
Agent or with any Interested Person of such Person; and the Trust 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.

13. Section 2.11. Number of Trustees. The number of Trustees shall initially be
one (1), and thereafter shall be such number as shall be fixed from time to time
by a written instrument signed by a majority of the Trustees.

14. Section 2.12. Election and Term. Except for the Trustees named herein or
appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall
be elected by the Shareholders owning of record a plurality of the Shares voting
at a meeting of Shareholders called pursuant to the provisions of Section 16(a)
of the 1940 Act. Such a meeting shall be held on a date fixed by the Trustees.
Except in the event of resignation or removals pursuant to Section 2.13 hereof,
each Trustee shall hold office until the next such meeting of Shareholders and

until his successor is duly elected and qualified.

15. Section 2.13. Resignation and Removal. Any Trustee may resign his trust
(without the need for any 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 aggregate
number of Trustees after such removal shall not be less than one) with cause, by
the action of two-thirds of the remaining Trustees. Any Trustee may be removed
at any meeting of Shareholders by vote of two thirds of the Outstanding Shares.
The Trustees shall promptly call a meeting of the shareholders for the purpose
of voting upon the question of removal of any such Trustee or Trustees when
requested in writing to do so by the holders of not less than ten percent (10%)
of the Outstanding Shares, and in that connection, the Trustees will assist
shareholder communications to the extent provided for in Section 16(c) under the
1940 Act. 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 or property of any series of the Trust
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.

16. Section 2.14. 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, including a 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 in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing 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 2.14, 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 in office shall be conclusive evidence of the existence
of such vacancy.

17. Section 2.15. 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 this Declaration except as herein otherwise expressly provided.

ARTICLE III
3.CONTRACTS
-----------

18. Section 3.1. Distribution Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive distribution contract
or contracts providing for the sale of Shares at a price based on the net asset
value of a Share, whereby the Trustees may either agree to sell the Shares to
the other party to the contract or appoint such other party their sales agent
for the Shares, and in either case on such terms and conditions, if any, as may
be prescribed in the By-laws; and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Article III or of the By-laws; and such contract may also provide for
the repurchase of the Shares by such other party as agent of the Trustees.

19. Section 3.2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into an investment advisory or management
contract or separate advisory contracts with respect to one or more Series
whereby the other party to such contract shall undertake to furnish to the Trust
such management, investment advisory, statistical and research facilities and
services and such other facilities and services, if any, and all upon such terms
and conditions as the Trustees may in their discretion determine, including the
grant of authority to such other party to determine what securities shall be
purchased or sold by the Trust and what portion of its assets shall be
uninvested, which authority shall include the power to make changes in the
investments of the Trust or any Series.

The Trustees may also employ, or authorize the Investment Adviser to
employ, one or more sub-advisers from time to time to perform such of the acts
and services of the Investment Adviser and upon such terms and conditions as may
be agreed upon between the Investment Adviser and such sub-advisers and approved
by the Trustees. Any reference in this Declaration to the Investment Adviser
shall be deemed to include such sub-advisers unless the context otherwise
requires.

20. Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of
any organization, with which a contract of the character described in
Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made, or that any such organization, or any parent or affiliate thereof, is
a Shareholder of or has an interest in the Trust, or that

(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent or disbursing
agent or for related services may have been or may hereafter be made also
has any one or more of such contracts with one or more other partnerships,

corporations, trusts, associations or other organizations, or has other
business or interests,

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.

21. Section 3.4. Compliance with 1940 Act. Any contract entered into pursuant to
Sections 3.1 or 3.2 shall be consistent with and subject to the requirements of
Section 15 of the 1940 Act (including any amendment thereof or other applicable
act of Congress hereafter enacted), as modified by any applicable order or
orders of the Commission, with respect to its continuance in effect, its
termination and the method of authorization and approval of such contract or
renewal thereof.

ARTICLE IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
4.TRUSTEES AND OTHERS

22. Section 4.1. 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 to the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person; and all such
Persons shall look solely to the Trust Property 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 of the
Trust, he shall not, on account thereof, be held to any personal liability. The
Trust shall indemnify 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. The indemnification and reimbursement required by
the preceding sentence shall be made only out of the assets of the one or more
Series of which the Shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the act or event which gave rise to
the claim against or liability of said Shareholder. The rights accruing to a
Shareholder under this Section 4.1 shall not impair 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.

23. Section 4.2. 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 the duties involved in the conduct of his office.

24. Section 4.3. Mandatory Indemnification.

(a) Subject to the exceptions and limitations contained in paragraph (b)
below:

(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent permitted by
law 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 or officer and against amounts paid or incurred by
him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal,
administrative 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.

(b) No indemnification shall be provided hereunder to a Trustee or officer:

(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or

(iii) in the event of a settlement or other disposition not involving
a final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting
in a payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office:

A) by the court or other body approving the settlement or other
disposition; or

(B) based upon a review of readily available facts (as opposed to
a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees (as defined below) acting on the matter
(provided that a majority of the Disinterested Trustees then in office
act on the matter), or (y) written opinion of independent legal
counsel.

(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust prior to a final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 4.3, provided that either:

(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall be
insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter)
or an independent legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.

As used in this Section 4.3, a "Disinterested Trustee" is one who (i) is
not an Interested Person of the Trust, as defined under ss.2(a)(19) of the 1940
Act (including anyone who has been exempted from being an Interested Person by
any rule, regulation or order of the Commission), and (ii) is not involved in
the claim, action, suit or proceeding.

25. Section 4.4. 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.

26. Section 4.5. 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 shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, instrument,
certificate, Share, other security of the Trust 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 Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking made or issued by the Trustees may 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 under any such instrument are not binding upon
any of the Trustees or Shareholders individually, but bind only the trust
estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees 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.

27. Section 4.6. 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 the Investment Adviser, the 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 V
5.SHARES OF BENEFICIAL INTEREST
-------------------------------

28. Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, all
of one class, except as provided in Section 5.11 and Section 5.13 hereof, par
value $.01 per share. The number of Shares of beneficial interest authorized
hereunder is unlimited. All Shares issued hereunder including, without
limitation, Shares issued in connection with a dividend in Shares or a split of
Shares, shall be fully paid and non-assessable.

29. Section 5.2. Rights of Shareholders. The ownership of the Trust Property and
the property of each Series of the Trust 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 share or 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
specifically set forth in this Declaration. 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.

30. Section 5.3. 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 this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.

31. Section 5.4. Issuance of Shares. The Trustees in their discretion may, from
time to time without vote of the Shareholders, issue Shares, 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 and Shares held in the treasury, and Shares may be issued in
separate Series as provided in Section 5.11 hereof. The Trustees may from time
to time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust, or any

Series. Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples
thereof.

32. Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. 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.

33. Section 5.6. Transfer of Shares. Except as otherwise provided by the
Trustees, shares shall be transferable on the records of the Trust only by the
record holder thereof 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.

34. Section 5.7. Notices, Reports. 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. A notice of a
meeting, an annual report and any other communication to Shareholders need not
be sent to a Shareholder (i) if an annual report and a proxy statement for two
consecutive shareholder meetings have been mailed to such Shareholder's address
and have been returned as undeliverable, (ii) if all, and at least two, checks
(if sent by first class mail) in payment of dividends on Shares during a
twelve-month period have been mailed to such Shareholder's address and have been
returned as undeliverable or (iii) in any other case in which a proxy statement
concerning a meeting of security holders is not required to be given pursuant to

the Commission's proxy rules as from time to time in effect under the Securities
Exchange Act of 1934. However, delivery of such proxy statements, annual reports
and other communications shall resume if and when such Shareholder delivers or
causes to be delivered to the Trust written notice setting forth such
Shareholder's then current address.

35. Section 5.8. Treasury Shares. Shares held in the treasury shall, until
reissued pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.

36. Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.12; (ii) for the
removal of Trustees as provided in Section 2.13; (iii) with respect to any
investment advisory or management contract entered into pursuant to Section 3.2;
(iv) with respect to termination of the Trust as provided in Section 8.2; (v)
with respect to any amendment of this Declaration to the extent and as provided
in Section 8.3; (vi) with respect to any merger, consolidation or sale of assets
as provided in Section 8.4; (vii) with respect to incorporation of the Trust or
any Series to the extent and as provided in Section 8.5; (viii) to the same
extent as the stockholders of 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 any
Series or Class hereof or the Shareholders (provided, however, that a
Shareholder of a particular Series or Class shall not be entitled to a
derivative or class action on behalf of any other Series or Class (or
Shareholder of any other Series or Class) of the Trust); (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 this Declaration, the By-laws or any registration of the
Trust as an investment company under the 1940 Act with the Commission (or any
successor agency) or as 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 the Trustees may, in conjunction with the
establishment of any Series or Class of Shares, establish or reserve the right
to establish conditions under which the several Series or Classes shall have
separate voting rights or, if a Series or Class would not, in the sole judgment
of the Trustees, be materially affected by a proposal, 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, this 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.

37. Section 5.10. Meetings of Shareholders. Meetings of Shareholders may be
called at any time by the President, and shall be called by the President and
Secretary at the request in writing or by resolution, of a majority of Trustees,
or at the written request of the holder or holders of ten percent (10%) or more
of the total number of Shares then issued and outstanding of the Trust entitled

to vote at such meeting. Any such request shall state the purpose of the
proposed meeting.

38. Section 5.11. Series Designation. The Trustees, in their discretion, may
authorize the division of Shares into two or more Series, and the different
Series shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined, by the Trustees; provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different Series as
to investment objective, purchase price, allocation of expenses, right of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be Shares of any or all Series as the context may require.

If the Trustees shall divide the Shares of the Trust into two or more
Series, the following provisions shall be applicable:

(a) All provisions herein relating to the Trust shall apply equally to each
Series of the Trust except as the context requires otherwise.

(b) The number of authorized Shares and the number of Shares of each Series
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
into one or more Series that may be established and designated from time to
time. The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may determine,
or cancel any Shares of any Series reacquired by the Trust at their discretion
from time to time.

(c) All consideration received by the Trust for the issue or sale of Shares
of a particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors of such Series and except
as may otherwise be required by applicable laws, and shall be so recorded upon
the books of account of the Trust. In the even 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, the Trustees
shall allocate them among any one or more of the Series established and
designated from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable. Each such allocation by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.

(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, and 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 Shareholders 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 are capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders. The assets for
a particular Series of the Trust shall, under no circumstances, be charged with
liabilities attributable to any other Series of the Trust. All persons extending
credit to, or contracting with or having any claim against a particular Series
of the Trust shall look only to the assets of that particular Series for payment
of such credit, contract or claim. No Shareholder or former Shareholder of any
Series shall have any claim on or right to any assets allocated or belonging to
any other Series.

(e) 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. Upon redemption of his Shares or
indemnification for liabilities incurred by reason of his being or having been a
Shareholder of a Series, such shareholder shall be paid solely out of the funds
and property of such Series of the Trust. Upon liquidation or termination of a
Series of the Trust, Shareholders of such Series shall be entitled to receive a
pro rata share of the net assets of such Series. A Shareholder of a particular
Series of the Trust shall not be entitled to participate in a derivative or
class action on behalf of any other Series or the Shareholders of any other
Series of the Trust.

The establishment and designation of any series of Shares 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 and
preferences of such Series, or as otherwise provided in such instrument. The
Trustees may by an instrument executed by a majority of their number abolish any
Series and the establishment and designation thereof. Except as otherwise
provided in this Article V, the Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights, of each Series or
Class of Shares. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.

39. Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue
of having become a shareholder, shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto.

40. Section 5.13. Class Designation. The Trustees, in their discretion, may
authorize the division of the Shares of the Trust, or, if any Series be
established, the Shares of any Series, into two or more Classes, and the
different Classes shall be established and designated, and the variations in the
relative rights and preferences as between the different Classes shall be fixed
and determined, by the Trustees; provided, that all Shares of the Trust or of
any Series shall be identical to all other Shares of the Trust or the same
Series, as the case may be, except that there may be variations between
different classes as to allocation of expenses, right of redemption, special and
relative rights as to dividends and on liquidation, conversion rights, and
conditions under which the several Classes shall have separate voting rights.

All references to Shares in this Declaration shall be deemed to be Shares of any
or all Classes as the context may require.

If the Trustees shall divide the Shares of the Trust of any Series into two
or more Classes, the following provisions shall be applicable:

All provisions herein relating to the Trust, or any Series of the Trust,
shall apply equally to each Class of Shares of the Trust or of any Series of the
Trust, except as the context requires otherwise.

The number of Shares of each Class that may be issued shall be unlimited.
The Trustees may classify or reclassify any unissued Shares of the Trust or any
Series or any Shares previously issued and reacquired of any Class of the Trust
or of any Series into 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 Class), reissue for such consideration on such terms as they may
determine, or cancel any Shares of any Class reacquired by the Trust at their
discretion from time to time.

Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular Class may be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected (in a manner determined by the Trustees) and cause
differences in the net asset value attributable to, and the dividend, redemption
and liquidation rights of, the Shares of different Classes. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Classes for all purposes.

The establishment and designation of any Class of Shares shall be effective
upon the execution of a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such Class, or as otherwise provided in such instrument. The Trustees may, by
an instrument executed by a majority of their number, abolish any Class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.

ARTICLE VI
6.REDEMPTION AND REPURCHASE OF SHARES
-------------------------------------

41. Section 6.1. Redemption of Shares. All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust.

The Trust shall redeem the Shares upon the appropriately verified written
application of the record holder thereof (or upon such other form of request as
the Trustees may determine) at such office or agency as may be designated from
time to time for that purpose in the Trust's then effective registration
statement under the Securities Act of 1933. The Trustees may from time to time
specify additional conditions, not inconsistent with the 1940 Act, regarding the
redemption of Shares in the Trust's then effective registration statement under
the Securities Act of 1933.

42. Section 6.2. Price. Shares shall be redeemed at their net asset value
determined as set forth in Section 7.1 hereof as of such time as the Trustees
shall have theretofore prescribed by resolution. In the absence of such

resolution, the redemption price of Shares deposited shall be the net asset
value of such Shares next determined as set forth in Section 7.1 hereof after
receipt of such application.

43. Section 6.3. Payment. Payment for such Shares shall be made in cash or in
property out of the assets of the relevant Series for the Trust to the
Shareholder of record at such time and in the manner, not inconsistent with the
1940 Act or other applicable laws, as may be specified from time to time in the
Trust's then effective registration statement under the Securities Act of 1933,
subject to the provisions of Section 6.4 hereof.

44. Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value, the rights of Shareholders (including those
who shall have applied for redemption pursuant to Section 6.1 hereof but who
shall not yet have received payment) to have Shares redeemed and paid for by the
Trust 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 7.1
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.

45. Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.

46. Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the
right at any time without prior notice to the shareholder to redeem Shares of
any shareholder for their then current net asset value per Share if at such time
the shareholder owns Shares having an aggregate net asset value of less than an
amount set from time to time by the Trustees subject to such terms and
conditions as the Trustees may approve, and subject to the Trust's giving
general notice to all shareholders of its intention to avail itself of such
right, either by publication in the Trust's registration statement, if any, or
by such other means as the Trustees may determine.

47. Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Trust has or may become concentrated in any Person to
an extent which would disqualify any Series of the Trust as a regulated
investment company under the Internal Revenue Code, then the Trustees shall have
the power by lot or other means deemed equitable by them (i) to call for
redemption by any such Person a number, or principal amount, of Shares or other

securities of the Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other securities of the Trust into conformity with the
requirements of such qualification and (ii) to refuse to transfer or issue
Shares or other securities of the Trust to any Person whose acquisition of the
Shares or other securities of the Trust in question would result in
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Section 6.1.

The holders of Shares or other securities of the Trust shall upon demand
disclose to the Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of any other taxing authority.

48. Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of Outstanding Shares
pursuant to the provisions of Section 7.3.

49. Section 6.9. 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 York
Stock Exchange is closed other than customary weekend and holiday 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 of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets, or
(iv) during any other period when the Commission may for the protection of
Shareholders of the Trust by order permit suspension of the right 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 VII
7.DETERMINATION OF NET ASSET VALUE,
-----------------------------------
NET INCOME AND DISTRIBUTIONS
----------------------------

50. Section 7.1. Net Asset Value. The value of the assets of the Trust or any
Series of the Trust shall be determined by appraisal of the securities of the
Trust or allocated to such Series, such appraisal to be on the basis of such
method as shall be deemed to reflect the fair value thereof, determined in good
faith by or under the direction of the Trustees. From the total value of said
assets, there shall be deductedall indebtedness, interest, taxes, payable or

accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, net income determined and
declared as a distribution and all other items in the nature of liabilities
attributable to the Trust or such Series or Class thereof which shall be deemed
appropriate. The net asset value of a Share shall be determined by dividing the
net asset value of the Class, or if no Class has been established, of the
Series, or, if no Series has been established, of the Trust, by the number of
Shares of that Class, or Series, or of the Trust, as applicable, outstanding.
The net asset value of Shares of the Trust or any Class or Series of the Trust
shall be determined pursuant to the procedure and methods prescribed or approved
by the Trustees in their discretion and as set forth in the most recent
Registration Statement of the Trust as filed with the Securities and Exchange
Commission pursuant to the requirement of the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and the Rules
thereunder. The net asset value of the Shares shall be determined at least once
on each business day, as of the close of trading on the New York Stock Exchange
or as of such other time or times as the Trustees shall determine.

The power and duty to make the daily calculations may be delegated by the
Trustees to the Investment Adviser, the Custodian, the Transfer Agent or such
other Person as the Trustees may determine by resolution or by approving a
contract which delegates such duty to another Person. The Trustees may suspend
the daily determination of net asset value to the extent permitted by the 1940
Act.

51. Section 7.2. Distributions to Shareholders. The Trustees shall from time to
time distribute ratably among the Shareholders of the Trust or a Series such
proportion of the net profits, surplus (including paid-in surplus), capital, or
assets of the Trust or such Series held by the Trustees as they may deem proper.
Such distributions may be made in cash or property (including without limitation
any type of obligations of the Trust or such Series or any assets thereof), and
the Trustees may distribute ratably among the Shareholders additional Shares of
the Trust or such Series 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 at the time of declaring a distribution or among the
Shareholders of record at such other date or time or dates or times as the
Trustees shall determine. The Trustees may in their discretion determine that,
solely for the proposes of such distributions, Outstanding Shares shall exclude
Shares for which orders have been placed subsequent to a specified time on the
date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the registration statement under the Securities
Act of 1933. The Trustees may always retain from the net profits such amounts
they may deem necessary to pay the debts or expenses of the Trust or the Series
or to meet obligations of the Trust or the series, or as they may retain for
future requirements or extensions of the business. The Trustees may adopt and
offer to Shareholders such dividend reinvestment plans, cash dividend payout
plans or related plans as the Trustees shall 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 or the Series to avoid or reduce liability for taxes.

52. Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net income
of the Trust or any Series shall be determined in such manner as the Trustees
shall provide by resolution. Expenses of the Trust or a Series, including the
advisory or management fee, shall be accrued each day. Such net income may be
determined by or under the direction of the Trustees as of the close of trading
on the New York Stock Exchange on each day on which such Exchange is open or as
of such other time or times as the Trustees shall determine, and, except as
provided herein, all the net income of the Trust or any Series, as so
determined, may be declared as a dividend on the Outstanding Shares of the Trust
or such Series. If, for any reason, the net income of the Trust or any Series,
determined at any time is a negative amount, the Trustees shall have the power
with respect to the Trust or such Series (i) to offset each Shareholder's pro
rata share of such negative amount from the accrued dividend account of such
Shareholder, or (ii) to reduce the number of Outstanding Shares of the Trust or
such Series by reducing the number of Shares in the account of such Shareholder
by that number of full and fractional Shares which represents the amount of such
excess negative net income, or (iii) to cause to be recorded on the books of the
Trust or such Series an asset account in the amount of such negative net income,
which account may be reduced by the amount, provided that the same shall
thereupon become the property of the Trust or such Series with respect to the
Trust or such Series and shall not be paid to any Shareholder, of dividends
declared thereafter upon the outstanding Shares of the Trust or such Series on
the day such negative net income is experienced, until such asset account is
reduced to zero; or (iv) to combine the methods described in clauses (i) and
(ii) and (iii) of this sentence, in order to cause the net asset value per Share
of the Trust or such Series to remain at a constant amount per Outstanding Share
immediately after each such determination and declaration. The Trustees shall
also have the power to fail to declare a dividend out of net income for the
purpose of causing the net asset value per Share to be increased to a constant
amount. The Trustees shall not be required to adopt, but may at any time adopt,
discontinue or amend the practice of maintaining the net asset value per Share
of the Trust or a Series at a constant amount.

53. Section 7.4. Allocation Between Principal and Income. The Trustees shall
have full discretion to determine whether any cash or property received 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.

54. Section 7.5. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net asset value or net income, or the declaration and payment of dividends

and distributions as they may deem necessary or desirable.

ARTICLE VIII
8.DURATION; TERMINATION OF TRUST;
---------------------------------
AMENDMENT; MERGERS, ETC.
------------------------

55. Section 8.1. Duration. The Trust or the Series of the Trust shall continue
without limitation of time but subject to the provisions of this Article VIII.

56. Section 8.2. Termination of Trust or the Series of the Trust. (a) The Trust
or any Series of the Trust may be terminated by an instrument in writing signed
by a majority of the Trustees or by the affirmative vote of the holders of a
majority of the Shares outstanding and entitled to vote, at any meeting of
Shareholders. Upon the termination of the Trust or any Series,

(i) the Trust or any 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
Series and all of the powers of the Trustees under this Declaration shall
continue until the affairs of the Trust or Series shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust or
Series, collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust Property or
property of the 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 do all
other acts appropriate to liquidate its business;

(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 property of the Series, in cash
or in kind or partly each, among the Shareholders of the Trust or Series
according to their respective rights.

(b) After termination of the Trust or any Series and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust or the Series of the Trust an instrument in
writing setting forth the fact of such termination, and the Trustees shall
thereupon be discharged from all further liabilities an duties hereunder, and
the rights and interests of all Shareholders of the Trust or Series shall
thereupon cease.

57. Section 8.3. Amendment Procedure.

(a) This Declaration may be amended by a vote of the holders of a majority
of the Shares outstanding and entitled to vote or by any instrument in writing,
without a meeting, signed by a majority of the Trustees and consented to by the
holders of a majority of the Shares outstanding and entitled to vote. Amendments
shall be effective upon the taking of action as provided in this section or at
such later time as shall be specified in the applicable vote or instrument. The
Trustees may also amend this Declaration without the vote or consent of
Shareholders if they deem it necessary to conform this Declaration to the
requirements of applicable federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal

Revenue Code (including those provisions of such Code relating to the retention
of the exemption from federal income tax with respect to dividends paid by the
Trust out of interest income received on Municipal Bonds), but the Trustees
shall not be liable for failing to do so. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust, to supply any omission,
to cure, correct or supplement any ambiguous, defective or inconsistent
provision hereof, or to make any other changes in the Declaration which do not
materially adversely affect the rights of Shareholders hereunder.

(b) No amendment may be made under this Section 8.3 which would change any
rights with respect to any Shares of the Trust or Series by reducing the amount
payable thereon upon liquidation of the Trust or Series 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 Series
outstanding and entitled to vote. 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 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, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.

Notwithstanding any other provision hereof, until such time as the
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.

58. Section 8.4. 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 the property of any Series, including its good
will, upon such terms and conditions and for such consideration when and as
authorized at any meeting of Shareholders of the Trust or Series called for the
purpose by the affirmative vote of the holders of a majority of the Shares of
the Trust or Series.

59. Section 8.5. Incorporation. With the approval of the holders of a majority
of the Shares of the Trust or any Series outstanding and entitled to vote, 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
property of any Series or to carry on any business in which the Trust or the
Series shall directly or indirectly have any interest, and to sell, convey and
transfer the Trust Property or the property of any Series to any such
corporation, trust, 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, or any corporation, partnership,

trust, association or organization in which the Trust or the 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 Series 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 contained herein shall be construed as requiring approval of
Shareholders for 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.

ARTICLE IX
9.REPORTS TO SHAREHOLDERS
-------------------------

The Trustees shall at least semi-annually submit to the Shareholders a
written financial report, which may be included in the Trust's prospectus, of
the transactions of the Trust, including financial statements which shall at
least annually be certified by independent public accountants.

ARTICLE X
10.MISCELLANEOUS
----------------

60. Section 10.1. 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.
Unless the amendment is embodied in an instrument signed by a majority of the
Trustees, each amendment filed shall be accompanied by a certificate signed and
acknowledged by a Trustee 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 hereafter be referred to in
lieu of the original Declaration and the various amendments thereto. The
restated Declaration may include any amendment which the Trustees are empowered
to adopt, whether or not such amendment has been adopted prior to the execution
of the restated Declaration.

61. Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
internal 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 internal laws of said State without regard to the choice of law
rules thereof.

62. Section 10.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.

63. Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be Trustee
hereunder, 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.

64. Section 10.5. Provisions in Conflict with Law or Regulations.

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

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

IN WITNESS WHEREOF, the undersigned, pursuant to Article VIII, Section
8.3(c) hereof, have executed this instrument this ____ day of September, 1996.

----------------------
Cuyler W. Findlay

----------------------
Linda C. Coughlin

----------------------
Carole Lewis Anderson

----------------------
Adelaide Attard

----------------------
Cyril F. Brickfield

----------------------
Robert N. Butler M.D.

----------------------
Esther Canja

----------------------
Horace Deets

----------------------
Edgar R. Fiedler

----------------------
Eugene P. Forrester

----------------------
Wayne F. Haefer

----------------------
George L. Maddox, Jr.

----------------------
Robert J. Myers

----------------------
James H. Schulz

----------------------
Gordon Shillinglaw

THE COMMONWEALTH OF MASSACHUSETTS

County of Suffolk ______________________, 1996

Then personally appeared the above-named _________________________, who
acknowledged the foregoing instrument to be ____ free act and deed.

Before me,

-----------------------------
Notary Public

My commission expires:

PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

Special Meeting of Shareholders--September 13, 1996

The undersigned, revoking previous proxies, hereby appoints Cuyler W. Findlay, Horace B. Deets and Linda C.
Coughlin, and each of them, the proxies of the undersigned, with power of substitution to each of them, to vote all
shares of beneficial interest in the Fund named which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held at the offices of Scudder, Stevens & Clark, Inc., 13th Floor, Two International Place, Boston,
Massachusetts, on September 13, 1996 at 8:30 a.m., eastern time, and at any adjournments thereof. Unless otherwise
specified in the squares provided, the undersigned's vote will be cast FOR all items and, in accordance with the
judgement of the persons named as proxies, on any other business which may properly come before the meeting or any
adjournments thereof.

1. Election of Trustees; FOR [] AGAINST [] ABSTAIN []

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [] to vote for all nominees listed below []

Nominees: C.L. Anderson, A. Attard, C.F. Brickfield, R.N. Butler, E. Canja, L.C. Coughlin, H.B. Deets, E.R. Fiedler,
C.W. Findlay, E.P. Forrester, W.F. Haefer, G.L. Maddox, Jr., R.J. Myers, J.H. Schulz and G. Shillinglaw.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided
below.)
========================================================================================================================

2. To ratify the selection of Price Waterhouse LLP as independent accountants FOR [] AGAINST [] ABSTAIN []
for the fiscal year ending September 30, 1997.

3. To approve or disapprove the Amended and Restated Declarations of Trust. FOR [] AGAINST [] ABSTAIN []

To transact such other business as may properly come before the Meeting or
any adjournments thereof.

Please sign exactly as your name or
names appear. When signing as attorney, ____________________________________________________ ____________, 1996
executor, administrator, trustee or (Signature of shareholder) Date
guardian, please give your full title as
such.

PLEASE SIGN AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE ____________________________________________________ ____________, 1996
NO POSTAGE IS REQUIRED (Signature of joint owner, if any) Date