GREENWICH STREET SERIES FUND

FIRST AMENDED AND RESTATED
MASTER TRUST AGREEMENT

October 14, 1998

	TABLE OF CONTENTS

	Page

ARTICLE I - NAME AND DEFINITIONS	1
Section 1.1	Name	1
Section 1.2	Definitions	1
(a)	"Trust"	1
(b)	"Trustees"	2
(c)	"Shares"	2
(d)	"Series"	2
(e)	"Class"	2
(f)	"Shareholder"	2
(g)	"1940 Act"	2
(h)	"Commission"	2
(i)	"Master Trust Agreement"	2
(j)	"By-Laws"	2

ARTICLE II - PURPOSE OF TRUST	2

ARTICLE III - THE TRUSTEES	2
Section 3.1	Number.  Designation, Election,
Term, etc	2
(a)	Trustees	2
(b)	Number	2
(c)	Election and Term	3
(d)	Resignation and Retirement	3
(e)	Removal	3
(f)	Vacancies	3
(g)	Effect of Death, Resignation, etc	3
(h)	No Accounting	4
(i)	Retirement Policy	4
(j)	Trustees Emeritus Rights and
Obligations	4
Section 3.2	Powers of Trustees	4
(a)	Investments	5
(b)	Disposition of Assets	5
(c)	Ownership Powers	5
(d)	Subscription	5
(e)	Form of Holding	5
(f)	Reorganization, etc	6
(g)	Voting Trusts, etc	6
(h)	Compromise	6
(i)	Partnerships, etc	6
(j)	Borrowing and Security	6
(k)	Guarantees, etc	6
(l)	Insurance	6
(m)	Pensions, etc	6
Section 3.3	Certain Contracts	7
(a)	Advisory	7
(b)	Administration	7
(c)	Distribution	7
(d)	Custodian and Depository	8
(e)	Transfer and Dividend Disbursing
Agency	8
(f)	Shareholder Servicing	8
(g)	Accounting	8
Section 3.4	Payment of Trust Expenses and
Compensation of Trustees	9
Section 3.5	Ownership of Assets of the Trust	9

ARTICLE IV - SHARES	9
Section 4.1	Description of Shares	9
Section 4.2	Establishment and Designation of
Sub-Trusts	11
(a)	Assets Belonging to Sub-Trusts	11
(b)	Liabilities Belonging to Sub-Trusts	12
(c)	Dividends	12
(d)	Liquidation	13
(e)	Voting	13
(f)	Redemption by Shareholder	13
(g)	Redemption by Trust	13
(h)	Net Asset Value	14
(i)	Transfer	14
(j)	Equality	14
(k)	Fractions	15
(l)	Conversion Rights	15
(m)	Class Differences	15
Section 4.3	Ownership of Shares	15
Section 4.4	Investments in the Trust	15
Section 4.5	No Pre-emptive Rights	15
Section 4.6	Status of Shares and Limitation of
Personal Liability	16

ARTICLE V - SHAREHOLDERS' VOTING POWERS AND MEETINGS	16
Section 5.1	Voting Powers	16
Section 5.2	Meetings	16
Section 5.3	Record Dates	17
Section 5.4	Quorum and Required Vote	17
Section 5.5	Action by Written Consent	17
Section 5.6	Inspection of Records	18
Section 5.7	Additional Provisions	18
Section 5.8	Shareholder Communications	18

ARTICLE VI - LIMITATION OF LIABILITY; INDEMNIFICATION	18
Section 6.1	Trustees, Shareholders, etc.  Not
Personally Liable; Notice	18
Section 6.2	Trustees' Good Faith Action; Expert
Advice; No Bond or Surety	19
Section 6.3	Indemnification of Shareholders	19
Section 6.4	Indemnification of Trustees,
Officers, etc	19
Section 6.5	Compromise Payment	20
Section 6.6	Indemnification Not Exclusive, etc	21
Section 6.7	Liability of Third Persons Dealing
with Trustees	21

ARTICLE VII - MISCELLANEOUS	21
Section 7.1	Duration and Termination of Trust	21
Section 7.2	Reorganization	21
Section 7.3	Amendments	22
Section 7.4	Resident Agent	22
Section 7.5	Filing of Copies; References;
Headings	22
Section 7.6	Applicable Law	23






	GREENWICH STREET SERIES FUND

	FIRST AMENDED AND RESTATED
	MASTER TRUST AGREEMENT

FIRST AMENDED AND RESTATED MASTER TRUST
AGREEMENT made at Boston, Massachusetts as of this
14th day of October, 1998, by the Trustees hereunder,
and by the holders of shares of beneficial interest to
be issued hereunder as hereinafter provided.

	WITNESSETH

WHEREAS this Trust has been formed to carry on
the business of an investment company; and

WHEREAS this Trust is authorized to issue its
shares of beneficial interest in separate series, each
separate series to be a Sub-Trust hereunder, all in
accordance with the provisions hereinafter set forth;
and

WHEREAS the Trustees desire to amend and restate
the Master Trust Agreement dated May 13, 1991 in its
entirety by adopting this First Amended and Restated
Master Trust Agreement, which shall supersede such
Master Trust Agreement and be the governing instrument
of the Trust from and after the date hereof; and

WHEREAS the Trustees have agreed to manage all
property coming into their hands as trustees of a
Massachusetts business trust in accordance with the
provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby amend and
restate the Master Trust Agreement dated May 13, 1991
in its entirety and declare that they will hold all
cash, securities and other assets which they may from
time to time acquire in any manner as Trustees
hereunder IN TRUST to 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 or Sub-Trusts
created hereunder as hereinafter set forth.

	ARTICLE I - NAME AND DEFINITIONS

Section I.1	Name.  This Trust shall be known as
"Greenwich Street Series Fund" and the Trustees shall
conduct the business of the Trust under that name or
any other name or names as they may from time to time
determine.

Section I.2	Definitions.  Whenever used herein,
unless otherwise required by the context or
specifically provided:

(a)	The "Trust" refers to the
Massachusetts business trust established by this
Master Trust Agreement, as amended from time to time,
inclusive of each and every Sub-Trust established
hereunder;


(b)	"Trustees" refers to the Trustees of
the Trust and of each Sub-Trust hereunder named herein
or elected in accordance with Article III;

(c)	"Shares" refers to the transferable
units of interest into which the beneficial interest
in the Trust and each Sub-Trust of the Trust (as the
context may require) shall be divided from time to
time;

(d)	"Series" refers to Series of Shares
established and designated under or in accordance with
the provisions of Article IV, each of which Series
shall be a Sub-Trust of the Trust;

(e)	"Class" refers to any class of
Shares of any Series or Sub-Trust established and
designated under or in accordance with Article IV;

(f)	"Shareholder" means a record owner
of Shares;

(g)	The "1940 Act" refers to the
Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to
time;

(h)	The term "Commission" shall have the
meaning given it in the 1940 Act;

(i)	"Master Trust Agreement" shall mean
this First Amended and Restated Master Trust Agreement
as amended or restated from time to time; and

(j)	"By-Laws" shall mean the By-Laws of
the Trust as amended from time to time.

	ARTICLE II - PURPOSE OF TRUST

The purpose of the Trust is to operate as an
investment company and to offer Shareholders of the
Trust and each Sub-Trust of the Trust one or more
investment programs primarily in securities and debt
instruments.

	ARTICLE III - THE TRUSTEES

Section III.1	Number.  Designation,
Election, Term, etc.


(a)	Trustees.  The Trustees hereof and
of each Sub-Trust hereunder are:  Herbert Barg, 273
Montgomery Avenue, Bala Cynwyd, PA 19004; Alfred J.
Bianchetti, 19 Circle End Drive, Ramsey, NJ 07446;
Martin Brody, HMK Associates, 30 Columbia Turnpike,
Florham Park, NJ 07932; Dwight B. Crane, Harvard
Business School, Soldiers Field, Morgan Hall #371,
Boston, MA 02163; Burt N. Dorsett, Dorsett McCabe
Management, Inc., 45 Rockefeller Plaza, Suite 2570,
New York, NY 10111; Elliot S. Jaffe, The Dress Barn,
Inc., Executive Office, 30 Dunnigan Drive, Suffern, NY
10901; Stephen E. Kaufman, Stephen E. Kaufman PC Co.,
277 Park Avenue, Room 3604, New York, NY 10172;
Joseph J. McCann, 200 Oak Park Place, Suite One,
Pittsburgh, PA 15243; Heath B. McLendon, Smith Barney
Inc., 388 Greenwich Street, 22nd Floor, New York, NY
10013 and Cornelius C. Rose Jr., P. O. Box 335,
Enfield, NH 03748.

(b)	Number.  The Trustees serving as
such, whether named above or hereafter becoming a
Trustee, may increase or decrease (to not less than
two) the number of Trustees to a number other than the
number theretofore determined.  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
subsection (e) of this Section 3.1.

(c)	Election and Term.  The Trustees
shall be elected by the Shareholders of the Trust at
the first meeting of Shareholders following the
initial public offering of shares of the Trust.
Subject to Section 3.1(i) hereof, each Trustee,
whether named above or hereafter becoming a Trustee,
shall serve as a Trustee of the Trust and of each
Sub-Trust hereunder during the lifetime of this Trust
and until its termination as hereinafter provided
except as such Trustee sooner dies, resigns or is
removed.  Subject to Section 16(a) of the 1940 Act,
the Trustees may elect their own successors and may,
pursuant to Section 3.1(f) hereof, appoint Trustees to
fill vacancies.

(d)	Resignation and Retirement.  Any
Trustee may resign his trust or retire as a Trustee,
by written instrument signed by him and delivered to
the other Trustees or to any officer of the Trust, and
such resignation or retirement shall take effect upon
such delivery or upon such later date as is specified
in such instrument and shall be effective as to the
Trust and each Sub-Trust hereunder.

(e)	Removal.  Any Trustee may be removed
with or without cause at any time:   (i) by written
instrument, signed by at least two-thirds of the
number of Trustees prior to such removal, specifying
the date upon which such removal shall become
effective; or (ii) by vote of Shareholders holding not
less than two-thirds of the Shares then outstanding,
cast in person or by proxy at any meeting called for
the purpose; or (iii) by a written declaration signed
by Shareholders holding not less than two-thirds of
the Shares then outstanding and filed with the Trust's
Custodian.  Any such removal shall be effective as to
the Trust and each Sub-Trust hereunder.


(f)	Vacancies.  Any vacancy or
anticipated vacancy resulting from any reason,
including without limitation the death, resignation,
retirement, removal or incapacity of any of the
Trustees, or resulting from an increase in the number
of Trustees by the other Trustees may (but so long as
there are at least two remaining Trustees, need not
unless required by the 1940 Act) be filled by a
majority of the remaining Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, through
the appointment in writing of such other person as
such remaining Trustees in their discretion shall
determine and such appointment shall be effective upon
the written acceptance of the person named therein to
serve as a Trustee and agreement by such person to be
bound by the provisions of this Master Trust
Agreement, except that any such appointment in
anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of
Trustees to be effective at a later date shall become
effective only at or after the effective date of said
retirement, resignation or increase in number of
Trustees.  As soon as any Trustee so appointed shall
have accepted such appointment and shall have agreed
in writing to be bound by this Master Trust Agreement
and the appointment is effective, the Trust estate
shall vest in the new Trustee, together with the
continuing Trustees, without any further act or
conveyance.

(g)	Effect of Death, Resignation, etc.
The death, resignation, retirement, removal or
incapacity of the Trustees, or any one of them, shall
not operate to annul or terminate the Trust or any
Sub-Trust hereunder or to revoke or terminate any
existing agency or contract created or entered into
pursuant to the terms of this Master Trust Agreement.

(h)	No Accounting.  Except to the extent
required by the 1940 Act or under circumstances which
would justify his or her removal for cause, no person
ceasing to be a Trustee as a result of his or her
death, resignation, retirement, removal or incapacity
(nor the estate of any such person) shall be required
to make an accounting to the Shareholders or remaining
Trustees upon such cessation.

(i)	Retirement Policy.  A Trustee who
has reached the age of seventy-two (72) years may
elect the status of Trustee Emeritus provided that the
Trustee has served for ten (10) years as a member of
the board of trustees or of the board of trustees of
another investment company distributed, advised or,
administered by an entity under common control with
the Trust's distributor, investment adviser or
administrator.  Upon reaching eighty (80) years of
age, a Trustee must elect status as a Trustee
Emeritus.  The provisions of this Section 3.1(i)
should not be deemed to restrict a Trustee's ability
to resign.

(j)	Trustees Emeritus Rights and
Obligations.  An individual designated as a Trustee
Emeritus may attend meetings of the Trustees.  A
Trustee Emeritus shall have no voting rights and shall
not be under a duty to manage or direct the business
and affairs of the Trust.  A Trustee Emeritus shall
not be deemed to stand in a fiduciary relation to the
Trust and shall not be responsible to discharge the
duties of a Trustee or to exercise that diligence,
care or skill which a Trustee would ordinarily be
required to exercise under applicable laws.  In
addition, a Trustee Emeritus shall be indemnified to
the full extent that an officer or Trustee of the
Trust may be indemnified under the Trust's governing
documents and applicable state and Federal laws.

As long as an individual is a Trustee Emeritus,
but in no event for more than a period of ten (10)
years, provided the Trust has net assets in excess of
$100 million, a Trustee Emeritus shall receive 50% of
the annual retainer and annual meeting fees paid to
active Trustees.  In any event, a Trustee Emeritus
shall be entitled to reasonable out-of-pocket expenses
for each meeting attended.


Section III.2	Powers of Trustees.  Subject
to the provisions of this Master Trust Agreement, the
business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or
convenient to carry out that responsibility and the
purpose of the Trust.  Without limiting the foregoing,
the Trustees may adopt By-Laws not inconsistent with
this Master Trust Agreement providing for the conduct
of the business and affairs of the Trust and may amend
and repeal them to the extent that such By-Laws do not
reserve that right to the Shareholders; they may from
time to time in accordance with the provisions of
Section 4.1 hereof establish Sub-Trusts, each such
Sub-Trust to operate as a separate and distinct
investment medium and with separately defined
investment objectives and policies and distinct
investment purpose; they may from time to time in
accordance with the provisions of Section 4.1 hereof
establish classes of Shares of any Series or Sub-Trust
or divide the Shares of any Series or Sub-Trust into
Classes; they may as they consider appropriate elect
and remove officers and appoint and terminate agents
and consultants and hire and terminate employees, any
one or more of the foregoing of whom may be a Trustee,
and may provide for the compensation of all of the
foregoing; they may appoint from their own number, and
terminate, any one or more committees consisting of
two or more Trustees, including without implied
limitation an executive committee, which may, when the
Trustees are not in session and subject to the 1940
Act, exercise some or all of the power and authority
of the Trustees as the Trustees may determine; in
accordance with Section 3.3 they may employ one or
more advisers, administrators, depositories and
custodians and may authorize any depository or
custodian to employ subcustodians or agents and to
deposit all or any part of such assets in a system or
systems for the central handling of securities and
debt instruments, retain transfer, dividend,
accounting or shareholder servicing agents or any of
the foregoing, provide for the distribution of Shares
by the Trust through one or more distributors,
principal underwriters or otherwise, set record dates
or times for the determination of Shareholders or
various of them with respect to various matters; they
may compensate or provide for the compensation of the
Trustees, officers, advisers, administrators,
custodians, other agents, consultants and employees of
the Trust or the Trustees on such terms as they deem
appropriate; and in general they may delegate to any
officer of the Trust, to any committee of the Trustees
and to any employee, adviser, administrator,
distributor, depository, custodian, transfer and
dividend disbursing agent, or any other agent or
consultant of the Trust, such authority, powers,
functions and duties as they consider desirable or
appropriate for the conduct of the business and
affairs of the Trust, including without implied
limitation the power and authority to act in the name
of the Trust and of the Trustees, to sign documents
and to act as attorney-in-fact for the Trustees.

Without limiting the foregoing and to the extent
not inconsistent with the 1940 Act or other applicable
law, the Trustees shall have power and authority for
and on behalf of the Trust and each separate Sub-Trust
established hereunder:

(a)	Investments.  To invest and reinvest
cash and other property and to hold cash or other
property uninvested without in any event being bound
or limited by any present or future law or custom in
regard to investments by trustees;

(b)	Disposition of Assets.  To sell,
exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the
Trust;

(c)	Ownership Powers.  To vote or give
assent, or exercise any rights of ownership, with
respect to stock or other securities, debt instruments
or property; and to execute and deliver proxies or
powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to
securities, debt instruments or property as the
Trustees shall deem proper;

(d)	Subscription.  To exercise powers
and rights of subscription or otherwise which in any
manner arise out of ownership of securities or debt
instruments;

(e)	Form of Holding.  To hold any
security, debt instrument or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form, or in the name of the
Trustees or of the Trust or of any Sub-Trust or in the
name of a custodian, subcustodian or other depository
or a nominee or nominees or otherwise;

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

(g)	Voting Trusts, etc.  To join with
other holders of any securities or debt instruments in
acting through a committee, depository, voting trustee
or otherwise, and in that connection to deposit any
security or debt instrument with, or transfer any
security or debt instrument to, any such committee,
depository or trustee, and to delegate to them such
power and authority with relation to any security or
debt instrument (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, depository or
trustee as the Trustees shall deem proper;

(h)	Compromise.  To compromise,
arbitrate or otherwise adjust claims in favor of or
against the Trust or any Sub-Trust of any matter in
controversy, including but not limited to claims for
taxes;

(i)	Partnerships, etc.  To enter into
joint ventures, general or limited partnerships and
any other combinations or associations;

(j)	Borrowing and Security.  To borrow
funds and to mortgage and pledge the assets of the
Trust or any part thereof to secure obligations
arising in connection with such borrowing;

(k)	Guarantees, etc.  To endorse or
guarantee the payment of any notes or other
obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability
for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or
all such obligations;

(l)	Insurance.  To purchase and pay for
entirely out of Trust property such insurance as they
may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance
policies insuring the assets of the Trust and payment
of distributions and principal on its portfolio
investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
consultants, investment advisers, managers,
administrators, distributors, principal underwriters
or independent contractors, or any thereof (or any
person connected therewith), of the Trust individually
against all claims and liabilities of every nature
arising by reason of holding, being or having held any
such office or position, or by reason of any action
alleged to have been taken or omitted by any such
person in any such capacity, including any action
taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
and

(m)	Pensions, etc.  To pay pensions for
faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out
pension, profit-sharing, share bonus, share purchase,
savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as
a means of providing such retirement and other
benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.

Except as otherwise provided by the 1940 Act or
other applicable law, this Master Trust Agreement or
the By-Laws, any action to be taken by the Trustees on
behalf of the Trust or any Sub-Trust may be taken by a
majority of the Trustees present at a meeting of
Trustees (a quorum, consisting of at least a majority
of the Trustees then in office, being present), within
or without Massachusetts, including any meeting held
by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can hear each other at
the same time and participation by such means shall
constitute presence in person at a meeting, or by
written consents of a majority of the Trustees then in
office (or such larger or different number as may be
required by the 1940 Act or other applicable law).

Section III.3	Certain Contracts.  Subject to
compliance with the provisions of the 1940 Act, but
notwithstanding any limitations of present and future
law or custom in regard to delegation of powers by
trustees generally, the Trustees may, at any time and
from time to time and without limiting the generality
of their powers and authority otherwise set forth
herein, enter into one or more contracts with any one
or more corporations, trusts, associations,
partnerships, limited partnerships, other types of
organizations, or individuals ("Contracting Party"),
to provide for the performance and assumption of some
or all of the following services, duties and
responsibilities to, for or on behalf of the Trust,
and/or any Sub-Trust, and/or the Trustees, and to
provide for the performance and assumption of such
other services, duties and responsibilities in
addition to those set forth below as the Trustees may
determine appropriate:


(a)	Advisory.  Subject to the general
supervision of the Trustees and in conformity with the
stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to
any Sub-Trust of the Trust (as that phrase is defined
in subsection (a) of Section 4.2), to manage such
investments and assets, make investment decisions with
respect thereto and to place purchase and sale orders
for portfolio transactions relating to such
investments and assets;

(b)	Administration.  Subject to the
general supervision of the Trustees and in conformity
with any policies of the Trustees with respect to the
operations of the Trust and each Sub-Trust (including
each Class thereof), to supervise all or any part of
the operations of the Trust and each Sub-Trust and to
provide all or any part of the administrative and
clerical personnel, office space and office equipment
and services appropriate for the efficient
administration and operations of the Trust and each
Sub-Trust;

(c)	Distribution.  To distribute the
Shares of the Trust and each Sub-Trust (including any
Class thereof), to be principal underwriter of such
Shares, and/or to act as agent of the Trust and each
Sub-Trust in the sale of Shares and the acceptance or
rejection of orders for the purchase of Shares;

(d)	Custodian and Depository.  To act as
depository for and to maintain custody of the property
of the Trust and each Sub-Trust and accounting records
in connection therewith;

(e)	Transfer and Dividend Disbursing
Agency.  To maintain records of the ownership of
outstanding Shares, the issuance and redemption and
the transfer thereof, and to disburse any dividends
declared by the Trustees and in accordance with the
policies of the Trustees and/or the instructions of
any particular Shareholder to reinvest any such
dividends;

(f)	Shareholder Servicing.  To provide
service with respect to the relationship of the Trust
and its Shareholders, records with respect to
Shareholders and their Shares and similar matters; and

(g)	Accounting.  To handle all or any
part of the accounting responsibilities, whether with
respect to the Trust's properties, Shareholders or
otherwise.

The same person may be the Contracting Party for
some or all of the services, duties and
responsibilities to, for and of the Trust and/or the
Trustees, and the contracts with respect thereto may
contain such terms interpretive of or in addition to
the delineation of the services, duties and
responsibilities provided for, including provisions
that are not inconsistent with the 1940 Act relating
to the standard of duty of and the rights to
indemnification of the Contracting Party and others,
as the Trustees may determine.  Nothing herein shall
preclude, prevent or limit the Trust or a Contracting
Party from entering into sub-contractual arrangements
relative to any of the matters referred to in Sections
3.3(a) through (g) hereof.

The fact that:


(i)	any of the Shareholders,
Trustees or officers of the Trust is a shareholder,
director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor
or agent of or for any Contracting Party, or of or for
any parent or affiliate of any Contract in Party, or
that the Contracting Party or any parent or affiliate
thereof is a Shareholder or has an interest in the
Trust or any Sub-Trust, or that

(ii)	any Contracting Party may have
a contract providing for the rendering of any similar
services to one or more other corporations, trusts,
associations, partnerships, limited partnerships or
other organizations, or have other business or
interests,

shall not affect the validity of any contract for the
performance and assumption of services, duties and
responsibilities to, for or of the Trust or any
Sub-Trust and/or the Trustees 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, any
Sub-Trust or its Shareholders, provided that in the
case of any relationship or interest referred to in
the preceding clause (i) on the part of any Trustee or
officer of the Trust either (x) the material facts as
to such relationship or interest have been disclosed
to or are known by the Trustees not having any such
relationship or interest and the contract involved is
approved in good faith by a majority of such Trustees
not having any such relationship or interest (even
though such unrelated or disinterested Trustees are
less than a quorum of all of the Trustees), (y) the
material facts as to such relationship or interest and
as to the contract have been disclosed to or are known
by the Shareholders entitled to vote thereon and the
contract involved is specifically approved in good
faith by vote of the Shareholders or (z) the specific
contract involved is fair to the Trust as of the time
it is authorized, approved or ratified by the Trustees
or by the Shareholders.

Section III.4	Payment of Trust Expenses and
Compensation of Trustees.  The Trustees are authorized
to pay or to cause to be paid out of the principal or
income of the Trust or any Sub-Trust, or partly out of
principal and partly out of income, and to charge or
allocate the same to, between or among such one or
more of the Sub-Trusts and/or one or more Classes of
Shares thereof that may be established and designated
pursuant to Article IV, as the Trustees deem fair, all
expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or
any Sub-Trust and/or any Class of Shares thereof, or
in connection with the management thereof, including,
but not limited to, the Trustees' compensation and
such expenses and charges for the services of the
Trust's officers, employees, investment adviser,
administrator, distributor, principal underwriter,
auditor, counsel, depository, custodian, transfer
agent, dividend disbursing agent, accounting agent,
shareholder servicing agent, and such other agents,
consultants, and independent contractors and such
other expenses and charges as the Trustees may deem
necessary or proper to incur.  Without limiting the
generality of any other provision hereof, the Trustees
shall be entitled to reasonable compensation from the
Trust for their services as Trustees and may fix the
amount of such compensation.

Section III.5	Ownership of Assets of the
Trust.  Title to all of the assets of the Trust shall
at all times be considered as vested in the Trustees.


	ARTICLE IV - SHARES

Section IV.1	Description of Shares.  The
beneficial interest in the Trust shall be divided into
Shares, all with a par value of $.001 per share, but
the Trustees shall have the authority from time to
time to issue Shares in one or more Series (each of
which Series of Shares shall represent the beneficial
interest in a separate and distinct Sub-Trust of the
Trust, including without limitation each Sub-Trust
specifically established and designated in Section
4.2), as they deem necessary or desirable.  Each Sub-
Trust shall be deemed to be a separate trust
established under, and subject to the terms of, this
Master Trust Agreement.  The Trustees shall have
exclusive power without the requirement of Shareholder
approval to establish and designate such separate and
distinct Sub-Trusts, and to fix and determine the
relative rights and preferences as between the shares
of the separate Sub-Trusts as to right of redemption
and the price, terms and manner of redemption, special
and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase
fund provisions, conversion rights and conditions
under which the several Sub-Trusts shall have separate
voting rights or no voting rights.

In addition, the Trustees shall have exclusive
power, without the requirement of Shareholder
approval, to issue Classes of Shares of any Sub-Trust
or divide the Shares of any Sub-Trust into Classes,
each class having such different dividend,
liquidation, voting and other rights as the Trustees
may determine, and may establish and designate the
specific Classes of Shares of each Sub-Trust.  The
fact that a Sub-Trust shall have initially been
established and designated without any specific
establishment or designation of Classes (i.e., that
all Shares of such Sub-Trust are initially of a single
Class), or that a Sub-Trust shall have more than one
established and designated Class, shall not limit the
authority of the Trustees to establish and designate
separate Classes, or one or more further Classes, of
said Sub-Trust without approval of the holders of the
initial Class thereof, or previously established and
designated Class or Classes thereof, provided that the
establishment and designation of such further separate
Classes would not adversely affect the rights of the
holders of the initial or previously established and
designated Class.

The number of authorized Shares and the number
of Shares of each Sub-Trust or Class thereof that may
be issued is unlimited, and the Trustees may issue
Shares of any Sub-Trust or Class thereof for such
consideration and on such terms as they may determine
(or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval
of the Shareholders.  All Shares when so issued on the
terms determined by the Trustees shall be fully paid
and non-assessable (but may be subject to mandatory
contribution back to the Trust as provided in
subsection (h) of Section 4.2). The Trustees may
classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any
Sub-Trust or Class thereof into one or more Sub-Trusts
or Classes thereof that may be established and
designated from time to time.  The Trustees may hold
as treasury Shares, reissue for such consideration and
on such terms as they may determine, or cancel, at
their discretion from time to time, any Shares of any
Sub-Trust or Class thereof as reacquired by the Trust.


The Trustees may from time to time close the
transfer books or establish record dates and times for
the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided
or referred to in Section 5.3.

The establishment and designation of any
Sub-Trust or of any Class of shares of any Sub-Trust
in addition to those established and designated in
Section 4.2 shall be effective (i) upon the execution
by a majority of the then Trustees of an instrument
setting forth such establishment and designation of
the relative rights and preferences of the Shares of
such Sub-Trust or Class or (ii) as otherwise provided
in such instrument.  At any time that there are no
Shares outstanding of any particular Sub-Trust or
Class previously established and designated, the
Trustees may by an instrument executed by a majority
of their number abolish that Sub-Trust or Class and
the establishment and designation thereof.  Each
instrument referred to in this paragraph shall have
the status of an amendment to this Master Trust
Agreement.

Any Trustee, officer or other agent of the
Trust, and any organization in which any such person
is interested, may acquire, own, hold and dispose of
Shares of any Sub-Trust (including any Classes
thereof) of the Trust to the same extent as if such
person were not a Trustee, officer or other agent of
the Trust; and the Trust may issue and sell or cause
to be issued and sold and may purchase Shares of any
Sub-Trust (including any Classes thereof) from any
such person or any such organization subject only to
the general limitations, restrictions or other
provisions applicable to the sale or purchase of
Shares of such Sub-Trust including any Classes thereof
generally.

Section IV.2	Establishment and Designation
of Sub-Trusts.  Without limiting the authority of the
Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trusts and Classes, the
Trustees hereby establish and designate the following
Sub-Trusts and Classes thereof:  the Money Market
Portfolio; the Intermediate High Grade Bond Portfolio;
the Diversified Strategic Income Portfolio; the Equity
Income Portfolio; the Equity Index Portfolio (which
shall consist of 2 classes designated as Class I and
Class II Shares); the Growth & Income Portfolio; the
Appreciation Portfolio; the Total Return Portfolio;
the Emerging Growth Portfolio; and the International
Equity Portfolio.  The Shares of such Sub-Trusts and
Classes thereof and any Shares of any further
Sub-Trusts or Classes that may from time to time be
established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect
to some further Sub-Trust or Class at the time of
establishing and designating the same) have the
following relative rights and preferences:


(a)	Assets Belonging to Sub-Trusts.  All
consideration received by the Trust for the issue or
sale of Shares of a particular Sub-Trust or any
Classes thereof, 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
held by the Trustees in trust for the benefit of the
holders of Shares of that Sub-Trust or Class thereof
and shall irrevocably belong to that Sub-Trust (and be
allocable to any Classes thereof) for all purposes and
shall be so recorded upon the books of account of the
Trust.  Such consideration, assets, income, earnings,
profits and proceeds thereof, 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, together with any General Items allocated
to that Sub-Trust as provided in the following
sentence, are herein referred to as "assets belonging
to" that Sub-Trust (and allocable to any Classes
thereof).  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 Sub-Trust (collectively
"General Items"), the Trustees shall allocate such
General Items to and among any one or more of the
Sub-Trusts established and designated from time to
time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular
Sub-Trust shall belong to that Sub-Trust (and
allocable to any Classes thereof).  Each such
allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Sub-Trusts
(including any Classes thereof) for all purposes.

(b)	Liabilities Belonging to Sub-Trusts.
 The assets belonging to each particular Sub-Trust
shall be charged with the liabilities in respect of
that Sub-Trust and all expenses, costs, charges and
reserves attributable to that Sub-Trust, and any
general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily
identifiable as belonging to any particular Sub-Trust
shall be allocated and charged by the Trustees to and
among any one or more of the Sub-Trusts 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.  In addition, the liabilities
in respect of a particular Class of Shares of a
particular Sub-Trust and all expenses, costs, charges
and reserves belonging to that Class of Shares, and
any general liabilities, expenses, costs, charges or
reserves of that particular Sub-Trust which are not
readily identifiable as belonging to any particular
Class of Shares of that Sub-Trust shall be allocated
and charged by the Trustees to and among any one or
more of the Classes of Shares of that Sub-Trust
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 liabilities,
expenses, costs, charges and reserves allocated and so
charged to a Sub-Trust or Class thereof are herein
referred to as "liabilities belonging to" that
Sub-Trust or Class thereof.  Each allocation of
liabilities, expenses, costs, charges and reserves by
the Trustees shall be conclusive and binding upon the
Shareholders, creditors and any other persons dealing
with the Trust or any Sub-Trust (including any Classes
thereof) for all purposes.  Any creditor of any
Sub-Trust may look only to the assets of that
Sub-Trust to satisfy such creditor's debt.


(c)	Dividends.  Dividends and
distributions on Shares of a particular Sub-Trust or
any Class thereof may be paid with such frequency as
the Trustees may determine, which may be daily or
otherwise pursuant to a standing votes or votes
adopted only once or with such frequency as the
Trustees may determine, to the holders of Shares of
that Sub-Trust or Class, from such of the income and
capital gains, accrued or realized, from the assets
belonging to that Sub-Trust or in the case of a Class,
belonging to that Sub-Trust and allocable to that
Class, as the Trustees may determine, after providing
for actual and accrued liabilities belonging to that
Sub-Trust or Class.  All dividends and distributions
on Shares of a particular Sub-Trust or Class thereof
shall be distributed pro rata to the holders of Shares
of that Sub-Trust or Class in proportion to the number
of Shares of that Sub-Trust or Class held by such
holders at the date and time of record established for
the payment of such dividends or distributions, except
that in connection with any dividend or distribution
program or procedure the Trustees may determine that
no dividend or distribution shall be payable on Shares
as to which the Shareholder's purchase order and or
payment have not been received by the time or times
established by the Trustees under such program or
procedure.  Such dividends and distributions may be
made in cash or Shares of that Sub-Trust or Class or a
combination thereof as determined by the Trustees or
pursuant to any program that the Trustees may have in
effect at the time for the election by each
Shareholder of the mode of the making of such dividend
or distribution to that Shareholder.  Any such
dividend or distribution paid in Shares will be paid
at the net asset value thereof as determined in
accordance with subsection (h) of Section 4.2.

(d)	Liquidation. In the event of the
liquidation or dissolution of the Trust, the
Shareholders of each Sub-Trust or any Class thereof
that has been established and designated shall be
entitled to receive, when and as declared by the
Trustees, the excess of the assets belonging to that
Sub-Trust, or in the case of a Class, belonging to
that Sub-Trust and allocable to that Class, over the
liabilities belonging to that Sub-Trust or Class.  The
assets so distributable to the Shareholders of any
particular Sub-Trust or Class thereof shall be
distributed among such Shareholders in proportion to
the number of Shares of that Sub-Trust or Class
thereof held by them and recorded on the books of the
Trust.  The liquidation of any particular Sub-Trust or
Class thereof may be authorized by vote of a majority
of the Trustees then in office subject to the approval
of a majority of the outstanding voting Shares of that
Sub-Trust, as defined in the 1940 Act.

(e)	Voting. on each matter submitted to
a vote of the Shareholders, each holder of a Share of
each Sub-Trust or Class thereof shall be entitled to
one vote for each whole Share and to a proportionate
fractional vote for each fractional Share standing in
his name on the books of the Trust.  The Trustees
shall cause each matter required or permitted to be
voted upon at a meeting or by written consent of
Shareholders to be submitted to a vote of all Sub-
Trusts and Classes of outstanding Shares thereof
entitled to vote thereon (irrespective of Class),
unless the 1940 Act or other applicable laws or
regulations require that the actions of the
Shareholders be taken by a separate vote of one or
more Sub-Trusts or Classes thereof, or the Trustees
determine that any matter to be submitted to a vote of
Shareholders affects only the rights or interests of
one or more (but not all) Sub-Trusts or Classes
thereof of outstanding Shares, in which case only the
Shareholders of the Sub-Trust or Sub-Trusts or Class
or Classes so affected shall be entitled to vote
thereon.


(f)	Redemption by Shareholder.  Each
holder of Shares of a particular Sub-Trust or Class
thereof shall have the right at such times as may be
permitted by the Trust, but no less frequently than
once each week, to require the Trust to redeem all or
any part of his Shares of that Sub-Trust or Class
thereof at a redemption price equal to the net asset
value per Share of that Sub-Trust or Class thereof
next determined in accordance with subsection (h) of
this Section 4.2 after the Shares are properly
tendered for redemption.  Payment of the redemption
price shall be in cash; provided, however, that if the
Trustees determine, which determination shall be
conclusive, that conditions exist which make payment
wholly in cash unwise or undesirable, the Trust may
make payment wholly or partly in securities or other
assets belonging to the Sub-Trust of which the Shares
being redeemed are part at the value of such
securities or assets used in such determination of net
asset value.

Notwithstanding the foregoing, the Trust may
postpone payment of the redemption price and may
suspend the right of the holders of Shares of any
Sub-Trust or Class thereof to require the Trust to
redeem Shares of that Sub-Trust during any period or
at any time when and to the extent permissible under
the 1940 Act.

(g)	Redemption by Trust.  Each Share of
each Sub-Trust or Class thereof that has been
established and designated is subject to redemption by
the Trust at the redemption price which would be
applicable if such Share was then being redeemed by
the Shareholder pursuant to subsection (f) of this
Section 4.2: (a) at any time, if the Trustees
determine in their sole discretion that failure to so
redeem may have materially adverse consequences to the
holders of the Shares of the Trust or any Sub-Trust
thereof or Class thereof or (b) upon such other
conditions as may from time to time be determined by
the Trustees and set forth in the then current
Prospectus of the Trust with respect to maintenance of
Shareholder accounts of a minimum amount.  Upon such
redemption the holders of the Shares so redeemed shall
have no further right with respect thereto other than
to receive payment of such redemption price.

(h)	Net Asset Value.  The net asset
value per Share of any Sub-Trust shall be (i) in the
case of a Sub-Trust whose Shares are not divided into
Classes, the quotient obtained by dividing the value
of the net assets of that Sub-Trust (being the value
of the assets belonging to that Sub-Trust less the
liabilities belonging to that Sub-Trust) by the total
number of Shares of that Sub-Trust outstanding, and
(ii) in the case of a Class of Shares of a Sub-Trust
whose Shares are divided into Classes, the quotient
obtained by dividing the value of the net assets of
that Sub-Trust allocable to such Class (being the
value of the assets belonging to that Sub-Trust
allocable to such Class less the liabilities belonging
to such Class) by the total number of Shares of such
Class outstanding; all determined in accordance with
the methods and procedures, including without
limitation those with respect to rounding, established
by the Trustees from time to time.

The Trustees may determine to maintain the net
asset value per Share of any Sub-Trust at a designated
constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act
for the continuing declarations of income attributable
to that Sub-Trust as dividends payable in additional
Shares of that Sub-Trust at the designated constant
dollar amount and for the handling of any losses
attributable to that Sub-Trust.  Such procedures may
provide that in the event of any loss each Shareholder
shall be deemed to have contributed to the capital of
the Trust attributable to that Sub-Trust his pro rata
portion of the total number of Shares required to be
canceled in order to permit the net asset value per
Share of that Sub-Trust to be maintained, after
reflecting such loss, at the designated constant
dollar amount.  Each Shareholder of the Trust shall be
deemed to have agreed, by his or her investment in any
Sub-Trust with respect to which the Trustees shall
have adopted any such procedure, to make the
contribution referred to in the preceding sentence in
the event of any such loss.

(i)	Transfer.  All Shares of each
particular Sub-Trust or Class thereof shall be
transferable, but transfers of Shares of a particular
Sub-Trust or Class thereof will be recorded on the
Share transfer records of the Trust applicable to that
Sub-Trust or Class thereof only at such times as
Shareholders shall have the right to require the Trust
to redeem Shares of that Sub-Trust or Class and at
such other times as may be permitted by the Trustees.

(j)	Equality.  Except as provided herein
or in the instrument designating and establishing any
Class of Shares or any Sub-Trust, all Shares of each
particular Sub-Trust or Class thereof shall represent
an equal proportionate interest in the assets
belonging to that Sub-Trust, or in the case of a
Class, belonging to that Sub-Trust, and allocable to
that Class, subject to the liabilities belonging to
that Sub-Trust or Class, and each Share of any
particular Sub-Trust or Class shall be equal to each
other Share of that Sub-Trust or Class; but the
provisions of this sentence shall not restrict any
distinctions permissible under subsection (c) of this
Section 4.2 that may exist with respect to dividends
and distributions on Shares of the same Sub-Trust or
Class.  The Trustees may from time to time divide or
combine the Shares of any particular Sub-Trust or
Class into a greater or lesser number of Shares of
that Sub-Trust or Class without thereby changing the
proportionate beneficial interest in the assets
belonging to that Sub-Trust or Class or in any way
affecting the rights of Shares of any other Sub-Trust
or Class.

(k)	Fractions.  Any fractional Share of
any Sub-Trust or Class, if any such fractional Share
is outstanding, shall carry proportionately all of the
rights and obligations of a whole Share of that
Sub-Trust or Class, including rights and obligations
with respect to voting, receipt of dividends and
distributions, redemption of Shares and liquidation of
the Trust.

(l)	Conversion Rights.  Subject to
compliance with the requirements of the 1940 Act, the
Trustees shall have the authority to provide that
holders of Shares of any Sub-Trust or Class thereof
shall have the right to convert said Shares into
Shares of one or more other Sub-Trusts or Classes
thereof in accordance with such requirements and
procedures as may be established by the Trustees.

(m)	Class Differences.  The relative
rights and preferences of the Classes of any Sub-Trust
may differ in such other respects as the Trustees may
determine to be appropriate in their sole discretion,
provided that such differences are set forth in the
instrument establishing and designating such Classes
and executed by a majority of the Trustees.


Section IV.3	Ownership of Shares.  The
ownership of Shares shall be recorded on the books of
the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for
the Shares of each Sub-Trust and each Class thereof
that has been established and designated.  No
certificates certifying the ownership of Shares need
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 Shares certificates, the use of facsimile
signatures, the transfer of Shares and similar
matters.  The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case
may be, shall be conclusive as to who are the
Shareholders and as to the number of Shares of each
Sub-Trust and Class thereof held from time to time by
each such Shareholder.

Section IV.4	Investments in the Trust.  The
Trustees may accept investments in the Trust and each
Sub-Trust thereof from such persons and on such terms
and for such consideration, not inconsistent with the
provisions of the 1940 Act, as they from time to time
authorize.  The Trustees may authorize any
distributor, principal underwriter, custodian,
transfer agent or other person to accept orders for
the purchase of Shares that conform to such authorized
terms and to reject any purchase orders for Shares
whether or not conforming to such authorized terms.

Section IV.5	No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right
to subscribe to any additional Shares or other
securities issued by the Trust.

Section IV.6	Status of Shares and
Limitation of Personal Liability.  Shares shall be
deemed to be personal property giving only the rights
provided in this instrument.  Every    Shareholder by
virtue of having become a Shareholder shall be held to
have expressly assented and agreed to the terms hereof
and to have become a party hereto.  The death of a
Shareholder during the continuance of the Trust shall
not operate to terminate the Trust or any Sub-Trust
thereof nor entitle the representative of any deceased
Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees,
but only to the rights of said decedent under this
Trust.  Ownership of Shares shall not entitle the
Shareholder to any title in or to the whole or any
part of the Trust property or right to call for a
partition or division of the same or for an
accounting, nor shall the ownership of Shares
constitute the Shareholders partners.  Neither the
Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically
provided herein to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever
other than such as the Shareholder may at any time
personally agree to pay.

	ARTICLE V - SHAREHOLDERS' VOTING POWERS AND MEETINGS


Section V.1	Voting Powers.  The Shareholders
shall have power to vote only (i) for the election or
removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party
as provided in Section 3.3 as to which Shareholder
approval is required by the 1940 Act, (iii) with
respect to any termination or reorganization of the
Trust or any Sub-Trust to the extent and as provided
in Sections 7.1 and 7.2, (iv) with respect to any
amendment of this Master Trust Agreement to the extent
and as provided in Section 7.3, (v) to the same extent
as the stockholders of a Massachusetts business
corporation as to whether or not a court action,
proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf
of the Trust or any Sub-Trust thereof or the
Shareholders (provided, however, that a shareholder of
a particular Sub-Trust shall not be entitled to a
derivative or class action on behalf of any other
Sub-Trust (or shareholder of any other Sub-Trust) of
the Trust) and (vi) with respect to such additional
matters relating to the Trust as may be required by
the 1940 Act, this Master Trust Agreement, the By-Laws
or any registration of the Trust with the Commission
(or any successor agency) or any state, or as the
Trustees may consider necessary or desirable.  There
shall be no cumulative voting in the election of
Trustees.  Shares may be voted in person or by proxy.
 A proxy with respect to Shares held in the name of
two or more persons shall be valid if executed by any
one' of them unless at or prior to exercise of the
proxy the Trust receives a specific written notice to
the contrary from any one of them.  A proxy purporting
to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall
rest on the challenger.  Until Shares are issued, the
Trustees may exercise all rights of Shareholders and
may take any action required by law, this Master Trust
Agreement or the By-Laws to be taken by Shareholders.

Section V.2	Meetings.  Meetings of Shareholders
may be called by the Trustees 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.  Written notice
of any meeting of Shareholders shall be given or
caused to be given by the Trustees by mailing such
notice at least seven days before such meeting,
postage prepaid, stating the time, place and purpose
of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of
the Trust.  The Trustees shall promptly call and give
notice of a meeting of Shareholders for the purpose of
voting upon removal of any Trustee of the Trust when
requested to do so in writing by Shareholders holding
not less than 10% of the Shares then outstanding.  If
the Trustees fail to call or give notice of any
meeting of Shareholders for a period of 30 days after
written application by Shareholders holding at least
10% of the Shares then outstanding requesting a
meeting be called for any other purpose requiring
action by the Shareholders as provided herein or in
the By-Laws, then Shareholders holding at least 10% of
the Shares then outstanding may call and give notice
of such meeting, and thereupon the meeting shall be
held in the manner provided for herein in case of call
thereof by the Trustees.

Section V.3	Record Dates.  For the purpose of
determining the Shareholders who are entitled to vote
or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or
distribution, or for the purpose of any other action,
the Trustees may from time to time close the transfer
books for such period, not exceeding 30 days (except
at or in connection with the termination of the
Trust), as the Trustees may determine; or without
closing the transfer books the Trustees may fix a date
and time not more than 60 days prior to the date of
any meeting of Shareholders or other action as the
date and time of record for the determination of
Shareholders entitled to vote at such meeting or any
adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any
Shareholder who was a Shareholder at the date and time
so fixed shall be entitled to vote at such meeting or
any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other
action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming
such after that date and time shall be so entitled to
vote at such meeting or any adjournment thereof or to
be treated as a Shareholder of record for purposes of
such other action.


Section V.4	Quorum and Required Vote.  A
majority of the Shares entitled to vote shall be a
quorum for the transaction of business at a
Shareholders, meeting, but any lesser number shall be
sufficient for adjournments.  Any adjourned session or
sessions may be held within a reasonable time after
the date set for the original meeting without the
necessity of further notice.  A majority of the Shares
voted, at a meeting at which a quorum is present,
shall decide any questions and a plurality shall elect
a Trustee, except when a different vote is required or
permitted by any provision of the 1940 Act or other
applicable law or by this Master Trust Agreement or
the By-Laws.

Section V.5	Action by Written Consent.  Subject
to the provisions of the 1940 Act and other applicable
law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger
proportion thereof as shall be required by the 1940
Act or by any express provision of this Master Trust
Agreement or the By-Laws) consent to the action in
writing and such written consents are filed with the
records of the meetings of Shareholders.  Such consent
shall be treated for all purposes as a vote taken at a
meeting of Shareholders.

Section V.6	Inspection of Records.  The records
of the Trust shall be open to inspection by
Shareholders to the same extent as is permitted
stockholders of a Massachusetts business corporation
under the Massachusetts Business Corporation Law.

Section V.7	Additional Provisions.  The By-Laws
may include further provisions for Shareholders, votes
and meetings and related matters not inconsistent with
the provisions hereof.

Section V.8	Shareholder Communications.
Whenever ten or more Shareholders of record who have
been such for at least six months preceding the date
of application, and who hold in the aggregate either
Shares having a net asset value of at least $25,000 or
at least 1% of the outstanding Shares, whichever is
less, shall apply to the Trustees in writing, stating
that they wish to communicate with other Shareholders
with a view to obtaining signatures to a request for a
Shareholder meeting and accompanied by a form of
communication and request which they wish to transmit,
the Trustees shall within five business days after
receipt of such application either (i) afford to such
applicants access to a list of the names and addresses
of all Shareholders as recorded on the books of the
Trust or (ii) inform such applicants as to the
approximate number of Shareholders of record, and the
approximate cost of mailing to them the proposed
communication and form of request.

If the Trustees elect to follow the course
specified in item (ii) above, the Trustees, upon the
written request of such applicants, accompanied by a
tender of the material to be mailed and of the
reasonable expense of mailing, shall, with reasonable
promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books
unless within five business days after such tender the
Trustees shall mail to such applicants and file with
the Commission, together with a copy of the material
to be mailed, a written statement signed by at least a
majority of the Trustees to the effect that in their
opinion either such material contains untrue
statements of fact or omits to state facts necessary
to make the statements contained therein not
misleading, or would be in violation of applicable
law, and specifying the basis of such opinion.  The
Trustees shall thereafter comply with the requirements
of the 1940 Act.

	ARTICLE VI - LIMITATION OF LIABILITY; INDEMNIFICATION

Section VI.1	Trustees, Shareholders, etc.
Not Personally Liable; Notice.  All persons extending
credit to, contracting with or having any claim
against the Trust shall look only to the assets of the
Sub-Trust with which such person dealt for payment
under such credit, contract or claim; and neither the
Shareholders of any Sub-Trust nor the Trustees nor any
of the Trust's officers, employees or agents, whether
past, present or future, nor any other Sub-Trust shall
be personally liable therefor.  Every note, bond,
contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done
by or on behalf of the Trust, any Sub-Trust or the
Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or
done only by or for the Trust (or the Sub-Trust) or
the Trustees and not personally.  Nothing in this
Master Trust Agreement shall protect any Trustee or
officer against any liability to the Trust or the
Shareholders to which such Trustee or officer would
otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of
Trustee or of such officer.

Every note, bond, contract, instrument,
certificate or undertaking made or issued by the
Trustees or by any officers or officer shall give
notice that this Master Trust Agreement is on file
with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the
same was executed or made by or on behalf of the Trust
or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations
of such instrument are not binding upon any of them or
the Shareholders individually but are binding only
upon the assets and property of the Trust, or the
particular Sub-Trust in question, as the case may be,
but the omission thereof shall not operate to bind any
Trustees or Trustee or officers or officer or
Shareholders or Shareholder individually.


Section VI.2	Trustees' Good Faith Action;
Expert Advice; No Bond or Surety.  The exercise by the
Trustees of their powers and discretions hereunder
shall be binding upon everyone interested.  A Trustee
shall be liable for his own wilful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of
Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law.
Subject to the foregoing, (a) the Trustees shall not
be responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee,
consultant, adviser, administrator, distributor or
principal underwriter, custodian or transfer, dividend
disbursing, shareholder servicing or accounting agent
of the Trust, nor shall any Trustee be responsible for
the act or omission of any other Trustee; (b) the
Trustees may take advice of counsel or other experts
with respect to the meaning and operation of this
Master Trust Agreement and their duties as Trustees,
and shall be under no liability for any act or
omission in accordance with such advice or for failing
to follow such advice; and (c) in discharging their
duties, the Trustees, when acting in good faith, shall
be entitled to rely upon the books of account of the
Trust and upon written reports made to the Trustees by
any officer appointed by them, any independent public
accountant and (with respect to the subject matter of
the contract involved) any officer, partner or
responsible employee of a Contracting Party appointed
by the Trustees pursuant to Section 3.3. The Trustees
as such shall not be required to give any bond or
surety or any other security for the performance of
their duties.

Section VI.3	Indemnification of
Shareholders.  In case any Shareholder (or former
Shareholder) of any Sub-Trust of the Trust shall be
charged or held to be personally liable for any
obligation or liability of the Trust solely by reason
of being or having been a Shareholder and not because
of such Shareholder's acts or omissions or for some
other reason, said Sub-Trust (upon proper and timely
request by the Shareholder) shall assume the defense
against such charge and satisfy any judgment thereon,
and the Shareholder or former Shareholder (or his or
her heirs, executors, administrators or other legal
representatives or in the case of a corporation or
other entity, its corporate or other general
successor) shall be entitled out of the assets of said
Sub-Trust estate to be held harmless from and
indemnified against all loss and expense arising from
such liability.


Section VI.4	Indemnification of Trustees,
Officers, etc.  The Trust shall indemnify (from the
assets of the Sub-Trust or Sub-Trusts in question)
each of its Trustees and officers (including 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 (hereinafter referred to as a "Covered
Person")) against all liabilities, including but not
limited to amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and expenses,
including reasonable accountants, and counsel fees,
incurred by any Covered Person in connection with the
defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which
such Covered Person may be or may have been involved
as a party or otherwise or with which such person may
be or may have been threatened, while in office or
thereafter, by reason of being or having been such a
Trustee or officer, director or trustee, except with
respect to any matter as to which it has been
determined that such Covered Person (i) did not act in
good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best
interests of the Trust or (ii) had acted with wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
such Covered Person's office (either and both of the
conduct described in (i) and (ii) being referred to
hereafter as "Disabling Conduct").  A determination
that the Covered Person is entitled to indemnification
may be made by (i) a final decision on the merits by a
court or other body before whom the proceeding was
brought that the person to be indemnified was not
liable by reason of Disabling Conduct, (ii) dismissal
of a court action or an administrative proceeding
against a Covered Person for insufficiency of evidence
of Disabling Conduct or (iii) a reasonable
determination, based upon a review of the facts, that
the indemnitee was not liable by reason of Disabling
Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the
Trust as defined in Section 2(a)(19) of the 1940 Act
nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.  Expenses,
including accountants' and counsel fees so incurred by
any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines
or penalties), may be paid from time to time by the
Sub-Trust in question in advance of the final
disposition of any such action, suit or proceeding,
provided that the Covered Person shall have undertaken
to repay the amounts so paid to the Sub-Trust in
question if it is ultimately determined that
indemnification of such expenses is not authorized
under this Article VI and (i) the Covered Person shall
have provided security for such undertaking, (ii) the
Trust shall be insured against losses arising by
reason of any lawful advances or (iii) a majority of a
quorum of the disinterested Trustees who are not
parties to the proceeding, or an independent legal
counsel in a written opinion, shall have determined,
based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is
reason to believe that the Covered Person ultimately
will be found entitled to indemnification.

Section VI.5	Compromise Payment.  As to any
matter disposed of by a compromise payment by any such
Covered Person referred to in Section 6.4, pursuant to
a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses
shall be provided unless such indemnification shall be
approved (a) by a majority of the disinterested
Trustees who are not a party to the proceeding or (b)
by an independent legal counsel in a written opinion.
 Approval by the Trustees pursuant to clause (a) or by
independent legal counsel pursuant to clause (b) shall
not prevent the recovery from any Covered Person of
any amount paid to such Covered Person in accordance
with any of such clauses as indemnification if such
Covered Person is subsequently adjudicated by a court
of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best
interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
such Covered Person's office.

Section VI.6	Indemnification Not Exclusive,
etc.  The right of indemnification provided by this
Article VI shall not be exclusive of or affect any
other rights to which any such Covered Person may be
entitled.  As used in this Article VI, "Covered
Person" shall include such person's heirs, executors
and administrators, an "interested Covered Person" is
one against whom the action, suit or other proceeding
in question or another action, suit or other
proceeding on the same or similar grounds is then or
has been pending or threatened, and a "disinterested"
person is a person against whom none of such actions,
suits or other proceedings or another action, suit or
other proceeding on the same or similar grounds is
then or has been pending or threatened.  Nothing
contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other
than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the
power of the Trust to purchase and maintain liability
insurance on behalf of any such person.

Section VI.7	Liability of Third Persons
Dealing with Trustees.  No person dealing with the
Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by
the Trustees or to see to the application of any
payments made or property transferred to the Trust or
upon its order.

	ARTICLE VII - MISCELLANEOUS


Section VII.1	Duration and Termination of
Trust.  Unless terminated as provided herein, the
Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no
change, alteration or modification with respect to any
Sub-Trust or Class thereof shall operate to terminate
the Trust.  The Trust may be terminated at any time by
a majority of the Trustees then in office subject to a
favorable vote of a majority of the outstanding voting
securities, as defined in the 1940 Act, Shares of each
Sub-Trust voting separately by Sub-Trust.

Upon termination, after paying or otherwise
providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as
may be determined by the Trustees, the Trust shall in
accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets to
distributable form in cash, securities or other
property, or any combination thereof, and distribute
the proceeds to the Shareholders, in conformity with
the provisions of subsection (d) of Section 4.2.

Section VII.2	Reorganization.  The Trust may
merge or consolidate with any other corporation,
partnership, association, trust or other organization
and the Trustees may sell, convey, and transfer the
assets of the Trust, or the assets belonging to any
one or more Sub-Trusts, to another trust, partnership,
association or corporation organized under the laws of
any state of the United States, or to the Trust to be
held as assets belonging to another Sub-Trust, in
exchange for cash, shares or other securities
(including, in the case of a transfer to another
Sub-Trust of the Trust, Shares of such other Sub-Trust
or any Class thereof) with such transfer being made
subject to, or with the assumption by the transferee
of, the liabilities belonging to each Sub-Trust the
assets of which are so transferred; provided, however,
that no assets belonging to any particular Sub-Trust
shall be so transferred unless the terms of such
transfer shall have first been approved at a meeting
called for the purpose by the affirmative vote of the
holders of a majority of the outstanding voting
Shares, as defined in the 1940 Act, of that Sub-Trust.
 Following such transfer, the Trustees shall
distribute such cash, shares or other securities
(taking into account the differences among the classes
of Shares thereof, if any, and giving due effect to
the assets and liabilities belonging to and any other
differences among the various Sub-Trusts the assets
belonging to which have so been transferred) among the
Shareholders of the Sub-Trust the assets belonging to
which have been so transferred; and if all of the
assets or the Trust have been so transferred, the
Trust shall be terminated.


Section VII.3	Amendments.  All rights
granted to the Shareholders under this Master Trust
Agreement are granted subject to the reservation of
the right to amend this Master Trust Agreement as
herein provided, except that no amendment shall repeal
the limitations on personal liability of any
Shareholder or Trustee or repeal the prohibition of
assessment upon the Shareholders without the express
consent of each Shareholder or Trustee involved.
Subject to the foregoing, the provisions of this
Master Trust Agreement (whether or not related to the
rights of Shareholders) may be amended at an time, so
long as such amendment does not adversely affect the
rights of any Shareholder with respect to which such
amendment is or purports to be applicable and so long
as such amendment is not in contravention of
applicable law, including the 1940 Act, by an
instrument in writing signed by a majority of the then
Trustees (or by an officer of the Trust pursuant to
the vote of a majority of such Trustees).  Any
amendment to this Master Trust Agreement that
adversely affects the rights of Shareholders may be
adopted at any time by an instrument in writing signed
by a majority of the then Trustees (or by an officer
of the Trust pursuant to a vote of a majority of such
Trustees) when authorized to do so by the vote in
accordance with subsection (e) of Section 4.2 of
Shareholders holding a majority of the Shares entitled
to vote.  Subject to the foregoing, any such amendment
shall be effective as provided in the instrument
containing the terms of such amendment or, if there is
no provision therein with respect to effectiveness,
upon the execution of such instrument and of a
certificate (which may be a part of such instrument)
executed by a Trustee or officer of the Trust to the
effect that such amendment has been duly adopted.

Section VII.4	Resident Agent.  The Trust may
appoint and maintain a resident agent in The
Commonwealth of Massachusetts.

Section VII.5	Filing of Copies; References;
Headings.  The original or a copy of this instrument
and of each amendment hereto shall be kept at the
office of the Trust where it may be inspected by any
Shareholder.  A copy of this instrument and of each
amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and
with the Boston City Clerk, as well as any other
governmental office where such filing may from time to
time be required, but the failure to make any such
filing shall not impair the effectiveness of this
instrument or any such amendment.  Anyone dealing with
the Trust may rely on a certificate by an officer of
the Trust as to whether or not any such amendments
have been made, as to the identities of the Trustees
and officers, and as to any matters in connection with
the Trust hereunder; and, with the same effect as if
it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this
instrument or of any such amendments.  In this
instrument and in any such amendment, references to
this instrument, and all expressions like "herein",
"hereof" and "hereunder" shall be deemed to refer to
this instrument as a whole as the same may be amended
or affected by any such amendments.  The masculine
gender shall include the feminine and neuter genders.
 Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof
or control or affect the meaning, construction or
effect of this instrument.  This instrument may be
executed in any number of counterparts each of which
shall be deemed an original.

Section VII.6	Applicable Law.  This Master
Trust Agreement is made in The Commonwealth of
Massachusetts, and it is created under and is to be
governed by and construed and administered according
to the laws of said Commonwealth, including the
Massachusetts Business Corporation Law as the same may
be amended from time to time, to which reference is
made with the intention that matters not specifically
covered herein or as to which an ambiguity may exist
shall be resolved as if the Trust were a business
corporation organized in Massachusetts, but the
reference to said Business Corporation Law is not
intended to give the Trust, the Trustees, the
Shareholders or any other person any right, power,
authority or responsibility available only to or in
connection with an entity organized in corporate form.
 The Trust shall be of the type referred to in Section
1 of Chapter 182 of the Massachusetts General Laws and
of the type commonly called a Massachusetts business
trust and, without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily
exercised by such a trust.

IN WITNESS WHEREOF, the undersigned have
hereunto set their hands and seals in the City of
Boston, The Commonwealth of Massachusetts for
themselves and their assigns, as of the day and year
first above written.


/s/ Herbert Barg
Herbert Barg, as
Trustee and not individually

/s/ Alfred J.
Bianchetti
Alfred J.
Bianchetti, as
Trustee and not
individually

/s/ Martin Brody
Martin Brody, as
Trustee and not individually

/s/ Dwight B.
Crane
Dwight B. Crane,
as Trustee and not individually

/s/ Burt N.
Dorsett
Burt N. Dorsett,
as Trustee and not individually

/s/ Elliot S.
Jaffe
Elliot S. Jaffe,
as Trustee and not individually

/s/ Stephen E.
Kaufman
Stephen E.
Kaufman, as
Trustee and not
individually

/s/ Joseph J.
McCann
Joseph J. McCann,
as Trustee and not individually

/s/ Heath B.
McLendon
Heath B. McLendon,
as Trustee and not
individually

/s/ Cornelius C.
Rose., Jr.
Cornelius C. Rose
Jr., as Trustee
and not
individually



(ii)

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