Exhibit (a)(1)













                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                               DWS PORTFOLIO TRUST

                                      DATED

                                  JUNE 2, 2008

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                                TABLE OF CONTENTS

                                                                          Page

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

         Section 1.1.  Name..................................................1

         Section 1.2.  Definitions...........................................1

ARTICLE II  TRUSTEES.........................................................3

         Section 2.1.  General Powers........................................3

         Section 2.2.  Certain Specific Powers...............................4

         Section 2.3.  Legal Title...........................................6

         Section 2.4.  Issuance and Repurchase of Shares.....................6

         Section 2.5.  Delegation; Committees................................6

         Section 2.6.  Collection and Payment................................6

         Section 2.7.  Expenses..............................................7

         Section 2.8.  Manner of Acting......................................7

         Section 2.9.  By-Laws...............................................7

         Section 2.10.  Principal Transactions...............................7

         Section 2.11.  Number of Trustees...................................7

         Section 2.12.  Election and Term....................................7

         Section 2.13.  Resignation and Removal..............................8

         Section 2.14.  Vacancies............................................8

ARTICLE III  CONTRACTS.......................................................9

         Section 3.1.  Distribution Contract; Transfer Agent; Shareholder
                       Servicing Agent; Custodian............................9

         Section 3.2.  Advisory or Management Contract; Administration.......9

         Section 3.3.  Affiliations of Trustees or Officers, Etc............10

         Section 3.4.  Further Authority of Trustees........................10

ARTICLE IV  LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS...10

         Section 4.1.  No Personal Liability of Shareholders, Trustees,
                       Etc. Generally.......................................10

         Section 4.2.  Non-Liability of Trustees, Etc. to Trust or
                       Shareholders.........................................11

         Section 4.3.  Mandatory Indemnification............................11

         Section 4.4.  No Bond Required of Trustees.........................13



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         Section 4.5.  No Duty of Investigation; Notice in Trust
                       Instruments, Etc.....................................13

         Section 4.6.  Reliance on Experts, Etc.............................14

         Section 4.7.  Derivative Actions...................................14

ARTICLE V  SHARES OF BENEFICIAL INTEREST....................................14

         Section 5.1.  Beneficial Interest..................................14

         Section 5.2.  Rights of Shareholders...............................15

         Section 5.3.  Trust Only...........................................15

         Section 5.4.  Issuance of Shares...................................15

         Section 5.5.  Ownership of Shares; Small Accounts..................15

         Section 5.6.  Disclosure of Holdings...............................16

         Section 5.7.  Notices; Reports.....................................16

         Section 5.8.  Voting Powers........................................16

         Section 5.9.  Meetings of Shareholders; Action by Written Consent..17

         Section 5.10.  Series..............................................18

         Section 5.11.  Classes.............................................19

         Section 5.12.  Establishment and Designation of Series and
                        Classes.............................................19

ARTICLE VI  REDEMPTION AND REPURCHASE OF SHARES.............................20

         Section 6.1.  Redemption of Shares.................................20

         Section 6.2.  Price................................................20

         Section 6.3.  Payment..............................................20

         Section 6.4.  Redemption of Shareholder's Interest.................20

         Section 6.5.  Reductions in Number of Outstanding Shares
                       Pursuant to Net Asset Value Formula..................21

         Section 6.6.  Suspension of Right of Redemption....................21

ARTICLE VII  DETERMINATION OF NET ASSET VALUE, NET INCOME AND
             DISTRIBUTIONS..................................................21

         Section 7.1.  Determination of Net Asset Value.....................21

         Section 7.2.  Distributions to Shareholders........................22

         Section 7.3.  Constant Net Asset Value.............................22

         Section 7.4.  Reserves.............................................22

         Section 7.5.  Determination by Trustees............................22


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ARTICLE VIII  DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.......23

         Section 8.1.  Duration.............................................23

         Section 8.2.  Termination of Trust.................................23

         Section 8.3.  Amendment Procedure..................................24

         Section 8.4.  Merger, Consolidation and Sale of Assets.............24

         Section 8.5.  Incorporation........................................24

ARTICLE IX  MISCELLANEOUS...................................................25

         Section 9.1.  Filing...............................................25

         Section 9.2.  Governing Law; Forum Selection.......................25

         Section 9.3.  Counterparts and Headings............................26

         Section 9.4.  Reliance by Third Parties............................26

         Section 9.5.  Provisions in Conflict with Law......................26




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<PAGE>

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                               DWS PORTFOLIO TRUST

                               DATED JUNE 2, 2008


         THIS AMENDED AND RESTATED DECLARATION OF TRUST is made as of this 2nd
day of June, 2008 by the Trustees hereunder.

         WHEREAS, the DWS Portfolio Trust was established pursuant to a
Declaration of Trust dated September 20, 1984 (as amended to the date hereof,
the "Original Declaration") for the purposes of carrying on the business of a
management investment company;

         WHEREAS, the Trustees, pursuant to Section 8.3, Article VIII of the
Original Declaration, may amend this Declaration with the vote or consent of the
Shareholders as required by such Section;

         WHEREAS, this Amended and Restated Declaration of Trust has been
amended in accordance with the provisions of the Original Declaration in effect
as of the date hereof;

         WHEREAS, the Trustees and any successor Trustees elected in accordance
with Article II hereof are acquiring and may hereafter acquire assets and
properties which they will hold and manage as trustees of a Massachusetts
business trust in accordance with the provisions hereinafter set forth;

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

                                   ARTICLE I

                              NAME AND DEFINITIONS

         Section 1.1. Name. The name of the trust created hereby is the "DWS
Portfolio Trust" and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.

         Section 1.2. Definitions. Wherever they are used herein, unless
otherwise required by the context or specifically provided, the following terms
have the following respective meanings:



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         (a) "By-Laws" means the By-Laws referred to in Section 2.9 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 5.12 hereof.

         (c) The terms "Commission" and "Interested Person" shall have the same
meanings given to such terms in the 1940 Act.

         (d) "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.

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

         (f) The "1940 Act" refers to the Investment Company Act of 1940 (and
any successor statute) as the 1940 Act and the rules and regulations thereunder,
all as amended from time to time, may apply to the Trust or any Series or Class
thereof including pursuant to any exemptive or similar relief issued by the
Commission or the Staff of the Commission under such Act. In construing the 1940
Act, the Trustees and officers of the Trust may, to the extent deemed
appropriate, rely on interpretations of the 1940 Act issued by the Commission or
the Staff thereof.

         (g) "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.

         (h) "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.

         (i) "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 5.12 hereof.

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

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

         (l) The "Trust" refers to the Massachusetts business trust established
by this Declaration of Trust, as amended from time to time.



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         (m) 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.

         (n) The "Trustees" means at any time the persons who have signed this
Declaration, so long as they shall continue in office in accordance with the
terms hereof, and all persons who may at that time 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.

                                   ARTICLE II

                                    TRUSTEES

         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
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with full powers of delegation except as
may otherwise be expressly prohibited by this Declaration. The Trustees shall
have power to conduct the business of the Trust and carry on its operations and
maintain offices both within and without the Commonwealth of Massachusetts, 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.
In construing the provisions of this Declaration, the presumption shall be in
favor of a grant of power to the Trustees. Without limiting the foregoing the
Trustees shall have power and authority to operate and carry on the business of
an investment company and exercise all the powers as are necessary, convenient,
appropriate, incidental or customary in connection therewith and may exercise
all powers which are ordinarily exercised by the trustees of a Massachusetts
business trust. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid general powers. Such powers of the Trustees
may be exercised without order of or resort to any court.

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

         Any determination made by or pursuant to the direction of the Trustees
in good faith and consistent with the provisions of this Declaration shall be
final and conclusive and shall be binding upon the Trust, every holder at any
time of Shares and any other interested party.


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         Section 2.2. Certain Specific Powers.

         (a) Investments.

         The Trustees shall not in any way be bound or limited by present or
future laws, rules, regulations, or customs in regard to trust investments, but
shall have full authority and power to make, invest and reinvest in, to buy or
otherwise acquire, to hold, for investment or otherwise, to borrow, to sell or
otherwise dispose of, to lend or to pledge, to trade in or deal in any and all
investments in which they, in their absolute discretion, deem proper to
accomplish the purpose of the Trust. In furtherance of, and in no way limiting,
the foregoing, the Trustees shall have power and authority:

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

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

         (iii) To exercise all rights, powers and privileges of ownership or
interest in all securities, repurchase agreements, futures 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;

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

         (v) To borrow money for any purpose 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;

         (vi) 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, 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;

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


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consent to any contract, lease, mortgage, purchase, or sale of property by such
corporation or issuer, and to pay calls or subscriptions with respect to any
security held in the Trust; and

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

         (b) Additional Powers.

         The Trustees shall have the power:

         (i) To employ or contract with, or make payments to, such Persons as
the Trustees may deem desirable for the transaction of the business of the
Trust;

         (ii) To enter into joint ventures, partnerships and any other
combinations or associations;

         (iii) To elect and remove such officers and appoint and terminate such
agents or employees as they consider appropriate;

         (iv) To purchase, and pay for out of Trust Property, (A) insurance
policies insuring the Shareholders, Trustees, officers, employees, agents,
investment advisers, distributors, administrators, 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 the Trust would have the power to
indemnify such Person against such liability, (B) insurance for the protection
of Trust Property or (C) such other insurance as the Trustees in their sole
judgment shall deem advisable;

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

         (vi) To the extent permitted by law, to indemnify any person with whom
the Trust has dealings, including any investment adviser, distributor,
administrator, custodian, transfer agent and selected dealers, to such extent as
the Trustees shall determine;

         (vii) To guarantee indebtedness or contractual obligations of others;

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



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         (ix) To adopt a seal for the Trust, but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust;

         (x) 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; and

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

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

         Section 2.3. Legal Title. Title to all of the assets of each Series of
Shares and of the Trust shall at all times be considered as vested in the
Trustees. Such title shall automatically vest at the time a person becomes a
Trustee and shall automatically unvest at the time a person ceases to be a
Trustee, in each case without the execution or delivery of any conveyancing
instrument.

         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 in any
options, warrants or other rights to purchase Shares or any other interests in
the Trust other than Shares.

         Section 2.5. Delegation; Committees. The Trustees shall have power to
delegate from time to time to one or more of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, except to the extent such
delegation is prohibited by the 1940 Act.

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

         Section 2.6. Collection and Payment. The Trustees shall have power to
collect all money or other property due to the Trust; to pay all claims,
including taxes, against the Trust Property; to prosecute, defend, arbitrate,
compromise or abandon any claims relating to the Trust Property but shall have
no liability for failing to do so; to foreclose any security interest


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securing any obligations, by virtue of which any money or other property is owed
to the Trust; and to enter into releases, agreements and other instruments.

         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, to pay
reasonable compensation from the funds of the Trust to themselves as Trustees
and to reimburse themselves from the funds of the Trust for their expenses and
disbursements. The Trustees shall fix the compensation of all officers,
employees and Trustees.

         Section 2.8. Manner of Acting. 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 a majority of
Trustees then in office. Except as set forth specifically in this Declaration,
any action that may be taken by the Trustees may be taken by them without the
vote or consent of Shareholders.

         Section 2.9. By-Laws. The Trustees may adopt By-Laws not inconsistent
with this Declaration to provide for the conduct of the business of the Trust
and may amend or repeal such By-Laws to the extent such power is not reserved to
the Shareholders.

         Section 2.10. Principal Transactions. Except in transactions not
permitted by the 1940 Act, 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 any
investment adviser, distributor, administrator, custodian 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.

         Section 2.11. Number of Trustees. The number of Trustees shall be such
number as shall be determined from time to time by the Trustees then in office.
No decrease in the number of Trustees shall have the effect of removing any
Trustee from office prior to the expiration of his term, but the number of
Trustees may be decreased in conjunction with the removal of a Trustee pursuant
to this Article II.

         Section 2.12. Election and Term. Except in the event of resignation or
removals pursuant to Section 2.13 hereof, each Trustee shall hold office until
the next meeting of Shareholders called for the purpose of considering the
election or re-election of such Trustee or of a successor to such Trustee, and
until his successor is elected and qualified. If at any time less than a
majority of the Trustees holding office have been elected by Shareholders, the
Trustees then in office will call a Shareholders' meeting for the election of
all of the Trustees. Except for the foregoing circumstances, the Trustees shall
continue to hold office


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and any vacancy resulting from a newly created Trusteeship or the death,
resignation, retirement, removal, or incapacity of a Trustee may be filled by
the affirmative vote or consent of a majority of the Trustees then in office.

         Section 2.13. Resignation and Removal. Any Trustee may resign (without
the need for any prior or subsequent accounting, except as such accounting may
be required by a majority of the remaining Trustees) by an instrument in writing
signed by him and delivered or mailed to the Chairman, if any, the President or
the Secretary, and such resignation shall be effective upon such delivery, or at
a later date according to the terms of the instrument. Any Trustee who has
attained a mandatory retirement age or term limit established pursuant to, or is
otherwise required to retire in accordance with, any written policy adopted from
time to time by the Trustees shall, automatically and without action of such
Trustee or the remaining Trustees, be deemed to have retired in accordance with
the terms of such policy, effective as of the date determined in accordance with
such policy; and any Trustee who has become incapacitated by illness or injury
as determined by a majority of the other Trustees, may be retired by written
instrument signed by a majority of the other Trustees. Any of the Trustees may
be removed (provided the aggregate number of Trustees after such removal shall
not be less than one) by the action of two-thirds of the remaining Trustees or
by vote of Shareholders holding 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 Trustee or Trustees when requested in
writing so to do by the holders of not less than ten percent 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.
Except to the extent expressly provided in a written agreement to which the
Trust is a party or in a written policy adopted by the Trustees, no resigning or
removed Trustee shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on account of such
removal.

         Section 2.14. Vacancies. The death, resignation, retirement, removal,
or incapacity, of the Trustees, or any of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided herein, or the number of Trustees as
determined is reduced, the Trustees in office, regardless of their number, shall
have all the powers granted to the Trustees, and during the period during which
any such vacancy shall occur, only the Trustees then in office shall be counted
for the purposes of the existence of a quorum or any action to be taken by such
Trustees.



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<PAGE>

                                  ARTICLE III

                                    CONTRACTS

         Section 3.1. Distribution Contract; Transfer Agent; Shareholder
Servicing Agent; Custodian. The Trustees may in their discretion from time to
time enter into an exclusive or non-exclusive underwriting, distribution or
placement contract or contracts providing for the sale of the Shares, whereby
the Trustees may either agree to sell the Shares to the other party to the
contract or appoint such other party as the Trust's sales agent for the Shares,
and in either case on such terms and conditions, and providing for such
compensation, as the Trustees may in their discretion determine; and such
contract may also provide for the repurchase of the Shares by such other party
as principal or as agent of the Trust. The Trustees may in their discretion from
time to time enter into one or more transfer agency and/or shareholder servicing
contract(s), in each case with such terms and conditions, and providing for such
compensation, as the Trustees may in their discretion deem advisable. All
securities and cash of the Trust or any Series thereof shall be held pursuant to
a written contract or contracts with one or more custodians and subcustodians,
each meeting the requirements for a custodian contained in the 1940 Act, or
shall otherwise be held in accordance with the 1940 Act.

         Section 3.2. Advisory or Management Contract; Administration. The
Trustees may in their discretion from time to time enter into an investment
advisory or management contract or separate 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, proxy voting services and such other facilities and
services, including administrative services, if any, and all upon such terms and
conditions and for such compensation, 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 or any Series 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 or a
sub-adviser to employ, one or more sub-advisers from time to time to perform
such of the acts and services of the investment adviser or sub-adviser and upon
such terms and conditions and for such compensation as may be agreed upon
between the investment adviser, the sub-adviser and/or such other 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.

         The Trustees may, in their discretion from time to time enter into
administration and/or, fund accounting contract(s), in each case with such terms
and conditions, and providing for such compensation, as the Trustees may in
their discretion deem advisable.



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<PAGE>

         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, member, trustee,
         employee, manager, adviser or distributor of or for any partnership,
         limited liability company, 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 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, limited liability company, corporation,
         trust, association or other organization with which a contract of the
         character described in Sections 3.1 or 3.2 above 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, limited
         liability companies, 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.

         Section 3.4. Further Authority of Trustees. The authority of the
Trustees hereunder to enter into contracts or other agreements or arrangements
shall include the authority of the Trustees to modify, amend, waive any
provision of, supplement, assign all or a portion of, or terminate such
contracts, agreements or arrangements. The enumeration of any specific contracts
in this Article III shall in no way be deemed to limit the power and authority
of the Trustees as set forth in Section 2.2 hereof to employ, contract with or
make payments to such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust.

                                   ARTICLE IV

          LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

         Section 4.1. No Personal Liability of Shareholders, Trustees, Etc.
Generally. No Shareholder or former 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, former 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 (as set
forth in Section 4.2 below), in connection with Trust Property or the acts,
obligations or affairs of the Trust; 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. The Trust shall indemnify and hold
each Shareholder or former Shareholder harmless from and against all claims and
liabilities to which such Shareholder may become subject solely by


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<PAGE>

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
occurred 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.

         Section 4.2. Non-Liability of Trustees, Etc. to Trust or Shareholders.
No Trustee, former Trustee, officer or employee of the Trust shall be liable to
the Trust or to any Shareholder for any action or failure to act except for his
or her own bad faith, willful misfeasance, gross negligence or reckless
disregard of his or her duties involved in the conduct of his office. Without
limiting the foregoing, a Trustee shall not be responsible for or liable in any
event for any neglect or wrongdoing of any officer, employee, investment
adviser, subadviser, principal underwriter, custodian or other agent of the
Trust, nor shall any Trustee be responsible or liable for the act or omission of
any other Trustee, except in the case of such Trustee's own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

         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 (for purposes of this Section, "Trustee or officer" shall
         include persons who serve at the Trust's request as directors, officers
         or trustees of another organization in which the Trust has any interest
         as a shareholder, creditor or otherwise), 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 or the Shareholders by
         reason of a final adjudication by a court or other body before which a
         proceeding was brought that he


                                       11
<PAGE>

         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 interest 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)) (whether by compromise payment, pursuant to a consent decree
         or otherwise) resulting in a payment by a Trustee or officer, unless
         there has been a determination that such Trustee or officer acted in
         good faith in the reasonable belief that his action was in the best
         interests of the Trust and is not liable to the Trust or its
         Shareholders by reason of 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) a reasonable determination, based upon a review of readily
         available facts (as opposed to a full trial-type inquiry), by:

                           (x) a vote of a majority of the Disinterested
                  Trustees acting on the matter (provided that a majority of the
                  Disinterested Trustees then in office act on the matter); or

                           (y) written opinion of legal counsel chosen by a
                  majority of the Trustees and determined by them in their
                  reasonable judgment to be independent.

         (c) The rights of indemnification herein provided to any Trustee or
officer shall be severable from those of any other Trustee or officer, 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 any Trustee or officer or any other person 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 subject to a claim for indemnification described in
paragraph (a) of this Section 4.3 shall be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he or she is
not entitled to indemnification under this Section 4.3, provided that either:



                                       12
<PAGE>

                  (i) such undertaking is secured by a surety bond or some other
         appropriate security 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 independent legal counsel in a written opinion shall
         determine, based upon a review of the 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 is
not (i) an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or proceeding.

         In making any determination under this Section 4.3 as to whether a
Trustee or officer engaged in conduct for which indemnification is not provided
as described herein, or as to whether there is reason to believe that a Trustee
or officer ultimately will be found entitled to indemnification, the
Disinterested Trustees or independent legal counsel making the determination
shall afford the Trustee or officer a rebuttable presumption that the Trustee or
officer has not engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the Trustee's or
officer's office and has acted in good faith in the reasonable belief that the
Trustee's or officer's action was in the best interest of the Trust or Series
and its Shareholders. Any determination pursuant to this Section 4.3 shall not
prevent the recovery from any Trustee or officer of any amount paid to such
Trustee or officer in accordance with this Section as indemnification if such
Trustee or officer is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that such
Trustee's or officer's action was in the best interests of the Trust or to have
been liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Trustee's or officer's office.

         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.

         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, or employee 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 or employee or to see to the application of any
payments made or property transferred to the Trust or upon its order. 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 or employees of the Trust. All
persons extending credit to, contracting with or having any claim against the
Trust or a particular Series shall look only to the assets of the Trust or the


                                       13
<PAGE>

assets of that particular Series for payment under such credit, contract or
claim, and neither the Shareholders nor the Trustees, nor any of the Trust's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking made or issued by
the Trustees or officers shall recite that the same is executed or made by them
not individually, but as Trustees or officers under the Declaration, and that
the obligations of the Trust under any such instrument are not binding upon any
of the Trustees, officers 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 any such recital shall not operate to bind the
Trustees, officers or Shareholders individually.

         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 from liability with regard to any act or any
failure to act resulting from reliance in good faith upon the books of account
or other records of the Trust, upon an opinion of counsel, or upon reports made
to the Trust by any of its officers or employees or by any investment adviser,
distributor, transfer agent, custodian, administrator, 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. The appointment, designation or
identification of a Trustee as the chairperson of the Trustees, as a member or
chairperson of a committee of the Trustees, an expert on any topic or in any
area (including an audit committee financial expert), or the lead independent
Trustee, or any other special appointment, designation or identification of a
Trustee, shall not impose on that person any standard of care or liability that
is greater than that imposed on that person as a Trustee in the absence of the
appointment, designation or identification, and no Trustee who has special
skills or expertise, or is appointed, designated or identified as aforesaid,
shall be held to a higher standard of care by virtue thereof. In addition, no
appointment, designation or identification of a Trustee as aforesaid shall
effect in any way that Trustee's rights or entitlement to indemnification.

         Section 4.7. Derivative Actions. No Shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Trustees requesting the Trustees to bring or
maintain such action, proceeding or claim. Such demand shall be mailed to the
Secretary or Clerk of the Trust at the Trust's principal office and shall set
forth in reasonable detail the nature of the proposed court action, proceeding
or claim and the essential facts relied upon by the Shareholder to support the
allegations made in the demand. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust, as appropriate.

                                   ARTICLE V

                          SHARES OF BENEFICIAL INTEREST

         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


                                       14
<PAGE>

in Section 5.10 and Section 5.11 hereof, with or without par value. 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.

         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. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder, nor
to call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay, provided however that any sales loads or charges, creation or redemption
fees, account fees or any other fees or charges permitted to be charged to
Shareholders under applicable law shall not be deemed to be an assessment for
the purposes of this Declaration. The Shares shall be personal property giving
only the rights specifically set forth in this Declaration. The Shares shall not
entitle the holder to preference, preemptive, appraisal, conversion or exchange
rights, except as the Trustees may determine with respect to any Class of Shares
in accordance with Section 5.11 hereof. Every Shareholder, by virtue of having
become a shareholder, shall be held to have expressly assented and agreed to the
terms of this Declaration and to have become a party hereto.

         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, limited liability company, 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.

         Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time, issue Shares, in addition to the Outstanding Shares, 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
appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. The Trustees shall have full power and
authority, in their sole discretion, to divide or combine the Shares into a
greater or lesser number without thereby changing the proportionate beneficial
interests in the Trust, or to take such other action with respect to the Shares
as the Trustees may deem desirable.

         Section 5.5. Ownership of Shares; Small Accounts. (a) The ownership and
transfer of Shares shall be recorded on the books of the Trust or its transfer
or similar agent.


                                       15
<PAGE>

No certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates,
transfer of Shares and similar matters. The record books of the Trust, as kept
by the Trust or any transfer or similar agent of the Trust, shall be conclusive
as to who are the holders of Shares and as to the number of Shares held from
time to time by each Shareholder.

         (b) In the event any certificates representing Shares are at any time
outstanding, the Trustees may at any time or from time to time discontinue the
issuance of such certificates, and in connection therewith, upon written notice
to any Shareholder holding certificates representing Outstanding Shares, cancel
such certificates, provided that such cancellation shall not affect the
ownership by such Shareholder of such Shares, and following such cancellation,
ownership and transfer of such Shares shall be recorded on the books of the
Trust or its transfer or similar agent.

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

         Section 5.6. Disclosure of Holdings. The holders of Shares or others
securities of the Trust shall upon demand disclose to the Trust in writing such
information with respect to direct and indirect ownership of Shares or other
securities of the Trust as the Trustees or officers deem necessary to comply
with the provisions of the Internal Revenue Code of 1986, as amended, to comply
with the requirements of any other law or regulation, or as the Trustees may
otherwise decide, and ownership of Shares may be disclosed by the Trust if so
required by law or regulation or as the Trustees may otherwise decide.

         Section 5.7. Notices; Reports. The Trustees may from time to time set
forth in the By-Laws procedures for providing notices and other reports to
Shareholders.

         Section 5.8. 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
termination of the Trust or a Series thereof to the extent and as provided in
Section 8.2; (iv) with respect to any amendment of this Declaration to the
extent and as provided in Section 8.3; (v) 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 the Shareholders
(vi) with respect to any investment advisory or management contract entered into
pursuant to Section 3.2; (vii) with respect to any merger, consolidation or sale
of assets as provided in Section 8.4; (viii) with respect to


                                       16
<PAGE>

incorporation of the Trust, or any Series to the extent and as provided in
Section 8.5; (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 outstanding on the record date established in
accordance with the Declaration or By-Laws shall entitle the holder thereof one
vote as to any matter on which such Shareholder is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. 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.

         On any matter submitted to a vote of Shareholders, all Shares of the
Trust then entitled to vote shall, except as otherwise provided in the By-Laws,
be voted in the aggregate as a single class without regard to Series or Classes
of Shares, except (1) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more Series or Classes of Shares
materially differently, Shares shall be voted by individual Series or Class; and
(2) when the Trustees have determined that the matter affects only the interests
of one or more Series or Classes, only Shareholders of such Series or Classes
shall be entitled to vote thereon.

         Section 5.9. Meetings of Shareholders; Action by Written Consent.
Meetings of the Shareholders of the Trust or any one or more Series or Classes
thereof may be called and held from time to time for the purpose of taking
action upon any matter requiring the vote or authority of the Shareholders as
herein provided or upon any other matter deemed by the Trustees to be necessary
or desirable, and shall be called at the written request of the holder or
holders of ten percent (10%) or more of the total number of the Outstanding
Shares of the Trust entitled to vote at such meeting. Any such request shall
state the purpose of the proposed meeting. Meetings of the Shareholders shall be
held at such place within the United States as shall be fixed by the Trustees.
The Trustees may set in the By-Laws provisions relating to the calling of
meetings, quorum requirements, conduct of meetings, notice of meetings,
adjournment of meetings and related matters.

         (a) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the Shares present in person or by proxy and
entitled to vote and voting or voted at a meeting of Shareholders at which a
quorum is present, except as may be otherwise required by the 1940 Act or any
provision of this Declaration or the By-Laws.

         (b) Any action required or permitted to be taken at a meeting of the
Shareholders may be taken, at the sole discretion of the Trustees, without a
meeting by written action signed by that number Shareholders holding not less
than the minimum number of votes that would have been necessary to take the
action at a meeting, assuming that all of the Shareholders


                                       17
<PAGE>

entitled to vote on that action were present and voting at that meeting. The
written action is effective when it has been signed by the requisite number of
Shareholders and delivered to the Secretary or Clerk of the Trust, unless a
different effective time is provided in the written action.

         Section 5.10. Series. 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. All references to Shares in this Declaration
shall be deemed to include references to Shares of any or all Series as the
context may require.

         (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 issued or unissued Shares of any Series into one or more Series
that may be established and designated from time to time or abolish any one or
more Series in accordance with Section 8.2, and take such other action with
respect to the Series as the Trustees may deem desirable.

         (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 be
allocated and credited 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. Each Series shall be preferred over all other Series in respect of the
assets allocated to that Series within the meaning of the 1940 Act and shall
represent a separate investment portfolio of the Trust. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any particular
Series, 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.

         (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. The assets of 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.



                                       18
<PAGE>

         (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 as provided in Section 7.2. 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
as provided in Section 8.2. 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.

         Section 5.11. Classes. 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 a Class shall be identical with each
other and with the Shares of each other Class of the same Series except for such
variations between Classes as may be authorized by the Trustees and not
prohibited by the 1940 Act. The number of authorized Shares of each Class and
the number of Shares of each Class that may be issued shall be unlimited. The
Trustees may in their discretion divide or combine the Shares of any Class into
a greater or lesser number; classify or reclassify any issued or unissued Shares
of any Class into one or more Classes; combine two or more Classes of a Series
into a single Class of such Series; abolish any one or more Classes; and take
such other action with respect to the Shares as the Trustees may deem desirable.
To the extent necessary or appropriate to give effect to the preferences and
special or relative rights and privileges of any Classes, the Trustees may, in
their sole discretion, allocate assets, liabilities, income and expenses of a
Series to a particular Class of that Series or apportion the same among two or
more Classes of that Series. All references to Shares in this Declaration shall
be deemed to include references to Shares of any or all Classes as the context
may require.

         Section 5.12. Establishment and Designation of Series and Classes. The
establishment and designation of any Series or Class of Shares shall be made
either by the vote of a majority of the Trustees or upon the execution by a
majority of the Trustees of an instrument, in each case setting forth such
establishment and designation, the effective date of such establishment and
designation and in the case of a Class the relative rights and preferences of
such Class, which may make reference to one or more documents or instruments
outside this Declaration and outside the resolutions, as the same may be in
effect from time to time. Any such instrument executed by a majority of the
Trustees, or, with respect to an establishment and designation made by vote of
the Trustees, an instrument setting forth such resolutions and certified by
either the Secretary/Clerk or an Assistant Secretary/Clerk of the Trust (in each
case, a "Designation"), shall further be filed in accordance with the provisions
of Section 9.1 hereof. Notwithstanding the foregoing, any Series or Class of the
Trust established and designated prior to the date hereof in accordance


                                       19
<PAGE>

with the terms of the Original Declaration (a "Prior Designation"), and set
forth on the Restated Designation attached as Appendix A hereto, shall be deemed
for all intents and purposes to have been established and designated in
accordance with this Section 5.12. The Restated Designation attached hereto as
Appendix A shall supercede any terms set forth in a Prior Designation. Additions
or modifications to a Designation, other than termination of an existing Series
or Class, shall be deemed to be an amendment to this Declaration subject to
Section 8.3 hereof.

                                   ARTICLE VI

                       REDEMPTION AND REPURCHASE OF SHARES

         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. The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, at such office
or agency as may be designated from time to time for that purpose by the
Trustees and in accordance with such conditions as the Trustees may from time to
time determine, not inconsistent with the 1940 Act, regarding the redemption of
Shares.

         Section 6.2. Price. Any Shares redeemed shall be redeemed at their net
asset value, less such fees and/or charges, if any, as may be established by the
Trustees from time to time.

         Section 6.3. Payment. Payment for such Shares shall be made in cash or
in property, or any combination thereof, out of the assets of the Trust or
relevant Series of the Trust. The composition of any such payment (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among Shareholders (including differences among
Shareholders in the same Series or Class). In no event shall the Trust be liable
for any delay of any other person in transferring securities or other property
selected for delivery as all or part of any such payment.

         Section 6.4. Redemption of Shareholder's Interest. Subject to the
provisions of the 1940 Act, the Trustees, in their sole discretion, may cause
the Trust to redeem all of the Shares of the Trust or one or more Series or
Classes held by any Shareholder for any reason under terms set by the Trustees,
including, but not limited to:

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

         (ii) the determination by the Trustees that direct or indirect
ownership of Shares by any Person has become concentrated in such Shareholder to
any extent that would disqualify that Series as a regulated investment company
under the Internal Revenue Code of 1986, as amended,



                                       20
<PAGE>

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

         (iv) the failure of a Shareholder to pay when due the purchase price
for the Shares issued to such Shareholder,

         (v) when required for the payment of account fees or other charges,
expenses and/or fees as set by the Trustees, including without limitation any
small account fees permitted by Section 5.5(c) hereof,

         (vi) failure of a Shareholder to meet or maintain the qualifications
for ownership of a particular Series or Class of Shares,

         (vii) the determination by the Trustees or pursuant to policies adopted
by the Trustees that ownership of Shares by a particular Shareholder is not in
the best interests of the remaining Shareholders of the Trust or applicable
Series or Class,

         (viii) failure of a holder of Shares or other securities of the Trust
to comply with a demand pursuant to Section 5.6 hereof, or

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

         Section 6.5. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also redeem a portion of the Shares held by
each Shareholder to reduce the number of Outstanding Shares pursuant to the
provisions of Section 7.3.

         Section 6.6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of Shareholders to require the Trust to redeem Shares to the
extent permissible under the 1940 Act.

                                  ARTICLE VII

         DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS

         Section 7.1. Determination of Net Asset Value. The Trustees may in
their sole discretion from time to time prescribe the time or times for
determining the per Share net asset value of the Shares of the Trust or any
Series thereof, and may prescribe or approve the procedures and methods for
determining the value of the assets of the Trust or Series thereof, and the
procedures and methods for determining the net asset value of a Share of the
Trust, or a Series or a Class thereof. The Trust may suspend the determination
of net asset value during any period when it may suspend the right of the
Shareholders to require the Trust to redeem Shares.



                                       21
<PAGE>

         Section 7.2. Distributions to Shareholders. The Trustees may in their
sole discretion from time to time declare and pay, or may prescribe and set
forth in a duly adopted vote or votes of the Trustees, the bases and time for
the declaration and payment by duly authorized officers of the Trust of, such
dividends and distributions to Shareholders of any Series or Class thereof, in
cash or in property, including any Shares or other securities of the Trust as
they may deem necessary or desirable, after providing for actual and accrued
expenses and liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices. If such dividends or
other distributions or any portion thereof are to be paid in cash, such cash may
be reinvested in full and fractional Shares of the Trust as the Trustees shall
direct or as the Trustees may permit a Shareholder to direct. Any such
distribution to the Shareholders of a particular Series shall be made to said
Shareholders pro rata in proportion to the number of Shares of such Series held
by each of them, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any Classes of
Shares of that Series, and any distribution to the Shareholders of a particular
Class of Shares shall be made to such Shareholders pro rata in proportion to the
number of Shares of such Class held by each of them; provided, however, that the
composition of any such distribution (e.g., cash, securities or other assets)
shall be determined by the Trust in its sole discretion, and may be different
among Shareholders (including differences among Shareholders in the same Series
or Class). Any such distribution paid in Shares will be paid at the net asset
value thereof as determined in accordance with Section 7.1 hereof.

         Section 7.3. Constant Net Asset Value. With respect to any Series that
holds itself out as a money market or stable value fund, the Trustees shall have
the power to reduce the number of Outstanding Shares of the Series by reducing
the number of Shares in the account of each Shareholder on a pro rata basis, or
to take such other measures as are not prohibited by the 1940 Act, so as to
maintain the net asset value per share of such Series at a constant dollar
amount.

         Section 7.4. Reserves. The Trustees may in their sole discretion set
apart, from time to time, out of any funds of the Trust or Series or Class
thereof a reserve or reserves for any proper purpose, and may abolish any such
reserve.

         Section 7.5. Determination by Trustees. The Trustees may make any
determinations they deem necessary with respect to this Article VII, including,
but not limited to, the following matters: the amount of the assets,
obligations, liabilities and expenses of the Trust; the amount of the net income
of the Trust from dividends, capital gains, interest or other sources for any
period and the amount of assets at any time legally available for the payment of
dividends or distributions; which items are capital; the amount, purpose, time
of creation, increase or decrease, alteration or cancellation of any reserves or
charges and the propriety thereof (whether or not any obligation or liability
for which such reserves or charges were created shall have been paid or
discharged); the market value, or any other price to be applied in determining
the market value, or the fair value, of any security or other asset owned or
held by the Trust; the number of Shares of the Trust issued


                                       22
<PAGE>

or issuable; the net asset value per Share; and any of the foregoing matters as
it may pertain to any Series or Class.

                                  ARTICLE VIII

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

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

         Section 8.2. Termination of Trust. (a) The Trust or any Series of the
Trust may be terminated at any time by the Trustees by notice to the
Shareholders of the Trust or such Series as the case may be, or by the
affirmative vote of the holders of a majority of the Shares outstanding and
entitled to vote of the Trust or such Series. 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 rights and 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 which may include the establishment of a liquidating
         trust or similar vehicle, 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, to the
         Shareholders of the Trust or the Series involved, ratably according to
         the number of Shares of the Trust or such Series held by the several
         Shareholders of the Trust or such Series on the date of termination,
         except to the extent otherwise required or permitted by the preferences
         and special or relative rights and privileges of any Classes of Shares
         of a Series involved, provided that any distribution to the
         Shareholders of a particular Class of Shares shall be made to such
         Shareholders pro rata in proportion to the number of Shares of such
         Class held by each of them. The composition of any such distribution
         (e.g., cash, securities or other assets) shall be determined by the
         Trust in its sole discretion, and may be different among Shareholders
         (including differences among Shareholders in the same Series or Class).



                                       23
<PAGE>

         (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 Series) an instrument in writing
setting forth the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties hereunder, and the rights and
interests of all Shareholders of the Trust or Series shall thereupon cease.

         The foregoing provisions shall also apply mutatis mutandis to the
termination of any Class.

         Section 8.3. (a) This Declaration may be amended by a vote of 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 so to do. 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 or to make any other
changes in the Declaration which do not materially adversely affect the rights
of Shareholders hereunder. Any permissible amendment to this Declaration by the
Trustees without the vote or consent of Shareholders that requires the approval
of more than a majority of the Trustees for any matter may be amended only with
the approval of such greater number of the Trustees.

         (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.

         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.

         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


                                       24
<PAGE>

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

                                  MISCELLANEOUS

         Section 9.1. Filing. This Declaration, any amendment thereto, and any
Designation executed in accordance with Section 5.12 hereof 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 the Commonwealth of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate, provided, however, that the failure to so file will
not invalidate this instrument or any properly authorized amendment hereto or
Designation. Unless the amendment or Designation is embodied in an instrument
signed by a majority of the Trustees, each amendment or Designation filed shall
be accompanied by a certificate signed and acknowledged by a Trustee or
authorized officer 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. The foregoing provisions for restating the Declaration and
including an amendment in the restated Declaration shall also apply, mutatis
mutandis, to the restatement of Designations.

         Section 9.2. Governing Law; Forum Selection. (a) The principal place of
business of the Trust is 345 Park Avenue, New York, New York 10154. The Trustees
may, without the approval of Shareholders, change the principal place of
business of the Trust. The Trust set forth in this instrument shall be deemed
made in the Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and


                                       25
<PAGE>

administered according to the laws of said Commonwealth as a voluntary
association with transferable shares (commonly known as a business trust) of the
type referred to in Chapter 182 of the General Laws of the Commonwealth of
Massachusetts (or any successor law), 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 Commonwealth without regard to
the choice of law rules thereof.

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

         Section 9.3. Counterparts and Headings. 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. Headings are placed herein for convenience of reference only and
shall not be taken as a part thereof or control or affect the meaning,
construction or effect of this instrument.

         Section 9.4. Reliance by Third Parties. Anyone dealing with the Trust
may rely on a certificate executed by an individual who, according to the
records of the Trust, appears to be a Trustee or officer of the Trust,
certifying to: (a) the number or identity of Trustees or Shareholders, (b) the
due authorization of the execution of any instrument or writing, (c) the form of
any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the
number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (e) the form
of any By-Laws adopted, 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.

         Section 9.5. Provisions in Conflict with Law. All provisions of this
Declaration shall be construed, to the extent reasonably possible, in a manner
consistent with applicable law. If, notwithstanding the foregoing, 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.

                 [The rest of this page is intentionally blank.]


                                       26
<PAGE>


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




/s/John W. Ballantine                   /s/William McClayton
---------------------                   --------------------
John W. Ballantine, as Trustee          William McClayton, as Trustee


/s/Henry P. Becton, Jr.                 /s/Rebecca W. Rimel
-----------------------                 -------------------
Henry P. Becton, Jr., as Trustee        Rebecca W. Rimel, as Trustee


/s/Dawn-Marie Driscoll                  /s/Axel Schwarzer
----------------------                  -----------------
Dawn-Marie Driscoll, as Trustee         Axel Schwarzer, as Trustee


/s/Keith R. Fox                         /s/William N. Searcy
---------------                         --------------------
Keith R. Fox, as Trustee                William N. Searcy, as Trustee


/s/Paul K. Freeman                     /s/Jean Gleason Stromberg
------------------                     -------------------------
Paul K. Freeman, as Trustee            Jean Gleason Stromberg, as Trustee


/s/Kenneth C. Froewiss                 /s/Robert H. Wadsworth
----------------------                 ----------------------
Kenneth C. Froewiss, as Trustee        Robert H. Wadsworth, as Trustee


/s/Richard J. Herring
---------------------
Richard J. Herring, as Trustee


<PAGE>

                                                                      APPENDIX A


                               DWS PORTFOLIO TRUST

                  RESTATED DESIGNATION OF SERIES AND CLASSES OF

                          SHARES OF BENEFICIAL INTEREST


         WHEREAS, the Trustees of the Trust, acting pursuant to the Trust's
declaration of trust as then in effect, have previously established and
designated one or more series of shares of beneficial interest in the Trust
(each, a "Series") pursuant to one or more designations of series (the "Prior
Series Designations") and have previously established and designated one or more
classes of Shares (each, a "Class") for some or all of the Series pursuant to
one or more designations of classes (the "Prior Class Designations," such Prior
Series Designations and Prior Class Designations referred to herein collectively
as the "Prior Designations");

         WHEREAS, in connection with the adoption of an Amended and Restated
Declaration of Trust dated as of June 2, 2008 (the "Declaration"), as set forth
in Section 5.12 of the Declaration, the previously established and designated
Series and Classes are to be included on a restated designation.

         NOW THEREFORE, the Trustees of the Trust, effective June 2, 2008 hereby
restate the Trust's Prior Designations, the terms of this restated designation
to supercede any terms set forth in the Prior Designations.


         1. The following Series of Shares and Classes thereof are established
and designated, the Shares of such Series and Classes to be subject to the terms
of, and entitled to all the rights and preferences accorded to Shares of a
Series, and, if applicable, a Class under, the Declaration and this restated
designation:

                  Series                             Class
                  ------                             -----

                  DWS Core Plus Income Fund     Class A Shares
                                                Class B Shares
                                                Class C Shares
                                                Class S Shares
                                                Institutional Class Shares

                  DWS Floating Rate Plus Fund   Class A Shares
                                                Class C Shares
                                                Class S Shares
                                                Institutional Class Shares


<PAGE>

         2. For Shares of a Class of a Series, the relative rights and
preferences of such Class shall be as determined by the Trustees of the Trust
from time to time in accordance with the Declaration and set forth in the
Trust's Multi-Distribution System Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended, as such Plan may be amended from
time to time, or as otherwise required by applicable law. The Shares of a Class
of a Series shall have such other terms, features and qualifications as may be
determined by the Trustees of the Trust from time to time in accordance with the
Declaration and set forth in the current prospectus and statement of additional
information of the Series relating to such Class, contained in the Trust's
registration statement under the Securities Act of 1933, as amended, as such
prospectus or statement of additional information may be further supplemented
from time to time.

         3. The designation of the Series and Classes hereby shall not impair
the power of the Trustees from time to time to designate additional Series and
Classes of Shares of the Trust.


                 [The rest of this page is intentionally blank.]


<PAGE>

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




/s/John W. Ballantine                   /s/William McClayton
---------------------                   --------------------
John W. Ballantine, as Trustee          William McClayton, as Trustee


/s/Henry P. Becton, Jr.                 /s/Rebecca W. Rimel
-----------------------                 -------------------
Henry P. Becton, Jr., as Trustee        Rebecca W. Rimel, as Trustee


/s/Dawn-Marie Driscoll                  /s/Axel Schwarzer
----------------------                  -----------------
Dawn-Marie Driscoll, as Trustee         Axel Schwarzer, as Trustee


/s/Keith R. Fox                         /s/William N. Searcy
---------------                         --------------------
Keith R. Fox, as Trustee                William N. Searcy, as Trustee


/s/Paul K. Freeman                     /s/Jean Gleason Stromberg
------------------                     -------------------------
Paul K. Freeman, as Trustee            Jean Gleason Stromberg, as Trustee


/s/Kenneth C. Froewiss                 /s/Robert H. Wadsworth
----------------------                 ----------------------
Kenneth C. Froewiss, as Trustee        Robert H. Wadsworth, as Trustee


/s/Richard J. Herring
---------------------
Richard J. Herring, as Trustee


<PAGE>

                                    ADDENDUM
                     AMENDED & RESTATE DECLARATION OF TRUST
                               DATED: JUNE 2, 2008


Address of Trust:
-----------------

Address of Principal Office in Massachusetts:  One Beacon Street, 14th Floor
                                               Boston, Massachusetts 02108-3106

Address of Office Outside of Massachusetts:    345 Park Avenue
                                               New York, New York 10154

Address of All Trustees:
------------------------

<TABLE>
<S>                         <C>                                                     <C>
Henry P. Becton, Jr.        9 Musketaquid Rd.                           Concord, MA 01742
John W. Ballantine          1500 North Lake Shore Drive                 Cape Coral, FL 33914
Dawn Marie Driscoll         4909 SW 9th Place                           Wellesley, MA 02481
Keith R. Fox                22 Greylock Road                            Chicago, IL 60610
Paul K. Freeman             3402 E. Eastman Avenue                      Denver, CO 80210
Kenneth C. Froewiss         2 Brantwood Terrace                         Short Hills, NJ 07078
Richard J. Herring          327 South Roberts Road, P.O. Box 768        Bryn Mawr, PA 19010
William McClayton           1500 North Lake Shore Drive                 Chicago, IL 60610
Rebecca W. Rimmel           29048 Belchester Road                       Kennedyville, MD 21645
Axel Schwarzer              345 Park Avenue                             New York, NY 10154
William N. Searcy           4411 133rd St. Court NW                     Gig Harbor, WA 98332
Jean Gleason Stromberg      3816 Military Road N.W.                     Washington, DC 20015
Robert H. Wadsworth         6732 East Fanfol Drive                      Paradise Valley, AZ 85253
</TABLE>