EXHIBIT 99.(a) EV CLASSIC SENIOR FLOATING-RATE FUND (formerly Eaton Vance Senior Short-Term Trust) AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated December 7, 1994 TABLE OF CONTENTS ARTICLE I - NAME AND DEFINITIONS...

EXHIBIT 99.(a)

EV CLASSIC SENIOR FLOATING-RATE FUND
(formerly ▇▇▇▇▇ ▇▇▇▇▇ Senior Short-Term Trust)

-------------------

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

Dated December 7, 1994

TABLE OF CONTENTS

ARTICLE I - NAME AND DEFINITIONS ..................................... 4

Section 1.1. Name .......................................... 4
Section 1.2. Definitions ................................... 4

ARTICLE II - TRUSTEES ................................................ 6

Section 2.1. Management of the Trust ....................... 6
Section 2.2. General Powers ................................ 6
Section 2.3. Investments ................................... 6
Section 2.4. Legal Title ................................... 8
Section 2.5. By-Laws ....................................... 9
Section 2.6. Distribution and Repurchase of Shares ......... 9
Section 2.7. Delegation .................................... 9
Section 2.8. Collection and Payment ........................ 9
Section 2.9. Expenses ...................................... 9
Section 2.10. Committees ................................... 10
Section 2.11. Miscellaneous Powers ......................... 10
Section 2.12. Litigation ................................... 10

ARTICLE III - CONTRACTS .............................................. 11

Section 3.1. Principal Underwriter ......................... 11
Section 3.2. Investment Adviser ............................ 11
Section 3.3. Administrator ................................. 11
Section 3.4. Other Service Providers ....................... 11
Section 3.5. Transfer Agents ............................... 11
Section 3.6. Custodian ..................................... 12
Section 3.7. Affiliations .................................. 12

ARTICLE IV - LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND
OTHERS ...................................................... 12

Section 4.1. No Personal Liability of Shareholders,
Trustees, Officers and Employees ............. 12
Section 4.2. Trustee's Good Faith Action; Advice
to Others; No Bond or Surety ................. 12
Section 4.3. Indemnification ............................... 13
Section 4.4. No Duty of Investigation ...................... 13
Section 4.5. Reliance on Records and Experts ............... 13

ARTICLE V - SHARES OF BENEFICIAL INTEREST ............................ 14
Section 5.1. Shares of Beneficial Interest ................. 14
Section 5.2. Voting Powers ................................. 14
Section 5.3. Rights of Shareholders ........................ 14
Section 5.4. Trust Only .................................... 15
Section 5.5. Issuance of Shares ............................ 15

ARTICLE VI - REDEMPTIONS AND REPURCHASES ............................. 15

Section 6.1. Redemptions and Repurchases of Shares ......... 15
Section 6.2. Manner of Payment ............................. 16
Section 6.3. Involuntary Redemption ........................ 16

ARTICLE VII - DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS ................................ 16

Section 7.1. Net Asset Value ............................... 16
Section 7.2. Dividends and Distributions ................... 17
Section 7.3. Power to Modify Foregoing Procedures .......... 17

ARTICLE VIII - DURATION; TERMINATION OF TRUST OR A CLASS
OR SERIES; MERGERS; AMENDMENTS .............................. 18

Section 8.1. Duration ...................................... 18
Section 8.2. Merger or Termination of the Trust
or a Series or a Class ....................... 18
Section 8.3. Amendments .................................... 19
Section 8.4. Certain Transactions .......................... 19
Section 8.5. Conversion .................................... 21

ARTICLE IX - MISCELLANEOUS ........................................... 21

Section 9.1. Use of the Words "▇▇▇▇▇ ▇▇▇▇▇" ................ 21
Section 9.2. Notices ....................................... 21
Section 9.3. Filing of Copies, References,
Headings and Counterparts .................... 22
Section 9.4. Applicable Law ................................ 22
Section 9.5. Provisions in Conflict with
Law or Regulations ........................... 22

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made at
Boston, Massachusetts, this December 7, 1994 hereby amends and restates in its
entirety the Agreement and Declaration of Trust dated August 5, 1993, by the
Trustees hereunder and by the holders of beneficial interest to be issued
hereunder as hereinafter provided and

WITNESSETH:

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

WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Massachusetts voluntary association with
transferable shares in accordance with the provisions hereinafter set forth;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed under
this Agreement and Declaration of Trust for the benefit of the holders, from
time to time, of the shares of beneficial interest to be issued hereunder and
subject to the provisions set forth below.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1 Name. The name of the trust created hereby is EV Classic
Senior Floating-Rate Fund.

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

(a) "Administrator" means the party, other than the Trust, to a
contract described in Section 3.3 hereof.

(b) "By-Laws" means the By-Laws referred to in Section 2.5 hereof, as
from time to time amended.

(c) "Class" means any class of Shares designated by the Trustees as
such following any division of Shares of the Trust into two or more Classes as
provided in Section 5.1 hereof.

(d) The term "Commission" has the meaning given the term in the 1940
Act.

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

(f) "Declaration" means this Declaration of Trust as amended from time
to time.

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

(h) The term "Interested Person" has the meaning specified in the 1940
Act subject, however, to such exceptions and exemptions as may be granted by the
Commission in any rule, regulation or order.

(i) "Investment Adviser" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.

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

(k) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, firms, joint ventures and other entities,
whether or not legal entities, as well as governments, instrumentalities, and
agencies and political subdivisions thereof, and quasi-governmental agencies and
instrumentalities.

(l) "Principal Underwriter" means a party, other than the Trust, to a
contract described in Section 3.1 hereof.

(m) "Prospectus" means the Prospectus and Statement of Additional
Information, if any, included in the Registration Statement of the Trust under
the Securities Act of 1933 as such Prospectus and Statement of Additional
Information, if any, may be amended or supplemented and filed with the
Commission from time to time.

(n) "Series" means any series of Shares designated by the Trustees as
such following the division of Shares of any Class into two or more Series as
provided in Section 5.1 hereof.

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

(p) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time, or, if more than one Class or Series is authorized by the
Trustees, the equal proportionate transferable units into which each Class or
Series shall be divided from time to time. "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.

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

(r) "Trust" means the Trust named in Section 1.1.

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

(t) "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, including any and all assets of or allocated to any Class
or Series, as the context may require.

(u) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in conjunction
with the establishment of any Class or Series, the term "vote" when used in
connection with an action of Shareholders shall include a vote taken at a
meeting of Shareholders or the consent or consents of Shareholders taken without
such a meeting.

ARTICLE II

TRUSTEES

Section 2.1 Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees and they shall have all powers and
authority necessary, appropriate or desirable to perform that function. The
number, term of office, manner of election, resignation, filling of vacancies
and procedures with respect to meetings and actions of the Trustees shall be as
prescribed in the By-Laws of the Trust.

Section 2.2 General Powers. The Trustees in all instances shall act as
principals for and on behalf of the Trust and their acts shall bind the Trust.
The business and affairs of the Trust shall be managed by the Trustees and they
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary,
appropriate or desirable in connection with the management of the Trust. The
Trustees shall not be bound or limited in any way by present or future laws,
practices or customs in regard to trust investments or to other investments
which may be made by fiduciaries, but shall have full authority and power to
make any and all investments which they, in their uncontrolled discretion, shall
deem proper to promote, implement or accomplish the various objectives and
interests of the Trust and of its Classes and Series. The Trustees shall have
full power and authority to adopt such accounting and tax accounting practices
as they consider appropriate for the Trust and for any Class or Series. 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, and with such
full powers of delegation as the Trustees may exercise from time to time. The
Trustees shall have power to conduct the business of the Trust and carry on its
operations in any and all of its branches and maintain offices both within and
without The Commonwealth of Massachusetts, in any and all states of the United
States of America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, possessions, agencies, and
instrumentalities of the United States of America and of foreign governments,
and to do all such other things as they deem necessary, appropriate or desirable
in order to promote or implement the interests of the Trust or of any Class or
Series although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust or of any Class or
Series made by the Trustees in good faith shall be conclusive and binding upon
all Shareholders. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of plenary power and authority to the
Trustees.

The enumeration of any specific power in this Declaration shall not be
construed as limiting the aforesaid general and plenary powers.

Section 2.3 Investments. The Trustees shall have full power and
authority:

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

(b) To acquire or buy, and invest Trust Property in, own,
hold for investment or otherwise, and to sell or otherwise dispose of,
all types and kinds of securities and investments of any kind
including, but not limited to, stocks, profit-sharing interests or
participations and all other contracts for or evidences of equity
interests, bonds, debentures, warrants and rights to purchase
securities, and interests in loans, certificates of beneficial
interest, bills, notes and all other contracts for or evidences of
indebtedness, money market instruments including bank certificates of
deposit, finance paper, commercial paper, bankers' acceptances and
other obligations, and all other negotiable and non-negotiable
securities and instruments, however named or described, issued by
corporations, trusts, associations or any other Persons, domestic or
foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State, territory or possession of the United States, by
any political subdivision or agency or instrumentality of any state or
foreign country, or by any other government or other governmental or
quasi-governmental agency or instrumentality, domestic or foreign; to
acquire and dispose of interests in domestic or foreign loans made by
banks and other financial institutions; to deposit any assets of the
Trust in any bank, trust company or banking institution or retain any
such assets in domestic or foreign cash or currency; to purchase and
sell gold and silver bullion, precious or strategic metals, and coins
and currency of all countries; to engage in "when issued" and delayed
delivery transactions; to enter into repurchase agreements, reverse
repurchase agreements and firm commitment agreements; to employ all
types and kinds of hedging techniques and investment management
strategies; and to change the investments of the Trust and of each
Class or Series.

(c) To acquire (by purchase, subscription or otherwise), to
hold, to trade in and deal in, to acquire any rights or options to
purchase or sell, to sell or otherwise dispose of, to lend and to
pledge any Trust Property or any of the foregoing securities,
instruments or investments; to purchase and sell options on securities,
currency, precious metals and other commodities, indices, futures
contracts and other financial instruments and assets and enter into
closing and other transactions in connection therewith; to enter into
all types of commodities contracts, including without limitation the
purchase and sale of futures contracts on securities, currency,
precious metals and other commodities, indices and other financial
instruments and assets; to enter into forward foreign currency exchange
contracts and other foreign exchange and currency transactions of all
types and kinds; to enter into interest rate, currency and other swap
transactions; and to engage in all types and kinds of hedging and risk
management transactions.

(d) To exercise all rights, powers and privileges of
ownership or interest in all securities and other assets included in
the Trust Property, including without limitation the right to vote
thereon and otherwise act with respect thereto; and to do all acts and
things for the preservation, protection, improvement and enhancement in
value of all such securities and assets.

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

(f) To borrow money and in this connection issue notes,
commercial paper or other evidence of indebtedness; to secure
borrowings by mortgaging, pledging or otherwise subjecting as security
all or any part of the Trust Property; to endorse, guarantee, or
undertake the performance of any obligation or engagement of any other
Person; to lend all or any part of the Trust Property to other Persons;
and to issue general unsecured or other obligations of the Trust, and
enter into indentures or agreements relating thereto.

(g) To aid, support or assist by further investment or
other action any Person, any obligation of or interest in which is
included in the Trust Property or in the affairs of which the Trust or
any Class or Series has 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, securities and other obligations of any
such Person.

(h) To join 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;

(i) To carry on any other business in connection with or
incidental to any of the foregoing powers referred to in this
Declaration, to do everything necessary, appropriate or desirable for
the accomplishment of any purpose or the attainment of any object or
the furtherance of any power referred to in this Declaration, either
alone or in association with others, and to do every other act or thing
incidental or appurtenant to or arising out of or connected with such
business or purposes, objects or powers.

(j) To the extent necessary or appropriate to give effect
to the preferences, special or relative rights and privileges of any
Class or Series, to allocate assets, liabilities, income and expenses
of the Trust to particular Classes or Series or to apportion the same
among two or more Classes or Series.

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

Notwithstanding any other provision herein, the Trustees shall have
full power in their discretion, without any requirement of approval by
Shareholders, to invest part or all of the Trust Property (or part or all of the
assets of any Class or Series), or to dispose of part or all of the Trust
Property (or part or all of the assets of any Class or Series) and invest the
proceeds of such disposition, in securities issued by one or more other
investment companies registered under the 1940 Act. Any such other investment
company may (but need not) be a trust (formed under the laws of the State of New
York or of any other state) which is classified as a partnership for federal
income tax purposes.

Section 2.4. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Class or
Series, or in the name of a custodian, subcustodian, agent, securities
depository, clearing agency, system for the central handling of securities or
other book-entry system, or in the name of a nominee or nominees of the Trust or
a Class or Series, or in the name of a nominee or nominees of a custodian,
subcustodian, agent, securities depository, clearing agent, system for the
central handling of securities or other book-entry system, or in the name of any
other Person as nominee. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the termination of the term of office, resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property, and the right, title and interest of such
Trustee in the Trust Property shall vest automatically in the remaining
Trustees.

Section 2.5. By-Laws. The Trustees shall have full power and authority
to adopt By-Laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and, subject to the voting powers of one or more Classes or Series,
to amend and repeal such By-Laws. Unless the By-Laws specifically require that
Shareholders authorize or approve the amendment or repeal of a particular
provision of the By-Laws, any provision of the By-Laws may be amended or
repealed by the Trustees without Shareholder authorization or approval.

Section 2.6. Distribution and Repurchase of Shares. The Trustees shall
have full power and authority to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal
in Shares. Shares may be sold for cash or property or other consideration
whenever and in such amounts and manner as the Trustees deem desirable. The
Trustees shall have full power to provide for the distribution of Shares either
through one or more principal underwriters or by the Trust itself, or both.

Section 2.7 Delegation. The Trustees shall have full power and
authority to delegate from time to time to such of their number or to officers,
employees or agents of the Trust or to other Persons the doing of such things
and execution of such agreements or other instruments either in the name of the
Trust or any Class or Series of the Trust or the names of the Trustees or
otherwise as the Trustees may deem desirable or expedient.

Section 2.8. Collection and Payment. The Trustees shall have full
power and authority to collect all property due to the Trust; to pay all claims,
including taxes, against the Trust or Trust Property; to prosecute, defend,
compromise, settle or abandon any claims relating to the Trust or Trust
Property; to foreclose any security interest securing any obligations, by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.

Section 2.9. Expenses. The Trustees shall have full power and
authority to incur on behalf of the Trust or any Class or Series and pay any
costs or expenses which the Trustees deem necessary, appropriate, desirable or
incidental to carry out, implement or enhance the business or operations of the
Trust or any Class or Series thereof, and to pay compensation from the funds of
the Trust to themselves as Trustees. The Trustees shall determine the
compensation of all officers, employees and Trustees of the Trust. The Trustees
shall have full power and authority to cause the Trust to charge all or any part
of any cost, expense or expenditure (including without limitation any expense of
selling or distributing Shares) or tax against the principal or capital of the
Trust or any Class or Series, and to credit all or any part of the profit,
income or receipt to the principal or capital of the Trust or any Class or
Series.

Section 2.10. Committees. The Trustees may appoint from their own
number, and terminate, any one or more committees consisting of two or more
Trustees, including an executive committee which may, when the Trustees are not
in session, exercise some or all of the power and authority of the Trustees as
the Trustees may determine.

Section 2.11. Miscellaneous Powers. The Trustees shall have full power
and authority to: (a) distribute to Shareholders all or any part of the
earnings or profits, surplus (including paid-in surplus), capital (including
paid-in capital) or assets of the Trust or of any Class or Series, the amount of
such distributions and the manner of payment thereof to be solely at the
discretion of the Trustees; (b) employ, engage or contract with such Persons
as the Trustees may deem desirable for the transaction of the business or
operations of the Trust or any Class or Series thereof; (c) enter into or
cause the Trust or any Class or Series thereof to enter into joint ventures,
partnerships (whether as general partner, limited partner or otherwise) and any
other combinations or associations; (d) 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, investment advisers or managers,
principal underwriters, or independent contractors 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 as Shareholder,
Trustee, officer, employee, agent, investment adviser or manager, principal
underwriter, or independent contractor, including any action taken or omitted
that may be determined to t the Trust would have the power to indemnify such
person against such liability; (e) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) indemnify or reimburse any
Person with whom the Trust or any Class or Series thereof has dealings,
including without limitation the Investment Adviser, Administrator, Principal
Underwriter, Transfer Agent, financial service firms and other agents, to such
extent as the Trustees shall determine; (g) guarantee the indebtedness or
contractual obligations of other Persons; (h) determine and change the fiscal
year of the Trust and the methods by which its books, accounts and records shall
be kept; and (i) adopt a seal for the Trust, but the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust.

Section 2.12. Litigation. The Trustees shall have full power and
authority, in the name and on behalf of the Trust, to engage in and to
prosecute, defend, compromise, settle, abandon, or adjust by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims and demands
relating to the Trust, and out of the assets of the Trust or any Class or Series
thereof to pay or to satisfy any liabilities, losses, debts, claims or expenses
(including without limitation attorneys' fees) incurred in connection therewith,
including those of litigation, and such power shall include without limitation
the power of the Trustees or any committee thereof, in the exercise of their or
its good faith business judgment, to dismiss or terminate any action, suit,
proceeding, dispute, claim or demand, derivative or otherwise, brought by any
Person, including a Shareholder in his own name or in the name of the Trust or
any Class or Series thereof, whether or not the Trust or any Class or Series
thereof or any of the Trustees may be named individually therein or the subject
matter arises by reason of business for or on behalf of the Trust or any Class
or Series thereof.

ARTICLE III

CONTRACTS

Section 3.1. Principal Underwriter. The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
contracts providing for the sale of the Shares. Pursuant to any such contract
the Trust may either agree to sell the Shares to the other party to the contract
or appoint such other party its sales agent for such Shares. In either case, any
such contract shall be on such terms and conditions as the Trustees may in their
discretion determine; and any such contract may also provide for the sale of
Shares by such other party as principal or as agent of the Trust.

Section 3.2. Investment Adviser. The Trustees may, subject to any
approvals by Shareholders required by applicable law, in their discretion from
time to time authorize the Trust to enter into one or more investment advisory
agreements whereby the other party or parties to any such agreements shall
undertake to furnish the Trust investment advisory and research facilities and
services and such other facilities and services, if any, as the Trustees shall
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine. Notwithstanding any provisions of this Declaration,
the Trustees may authorize the Investment Adviser, in its discretion and without
any prior consultation with the Trust, to buy, sell, lend and otherwise trade
and deal in any and all securities, commodity contracts and other investments
and assets of the Trust and to engage in and employ all types of transactions
and strategies in connection therewith. Any such action taken pursuant to such
agreement shall be deemed to have been authorized by all of the Trustees.

The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more sub-investment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.

Section 3.3. Administrator. The Trustees may in their discretion from
time to time authorize the Trust to enter into one or more administration
agreements, whereby the other party to such agreement shall undertake to furnish
to the Trust or a Series or a Class thereof such administrative facilities and
services and such other facilities and services, if any, as the Trustees
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine.

The Trustees may also authorize the Trust to employ or authorize the
Administrator to employ one or more sub-administrators from time to time to
perform such of the acts and services of the Administrator and upon such terms
and conditions as may be agreed upon between the Administrator and such
sub-administrator and approved by the Trustees.

Section 3.4. Other Service Providers. The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
agreements whereby the other party or parties to any such agreements will
undertake to provide to the Trust or any Class or Series or Shareholders or
beneficial owners of Shares such services as the Trustees consider desirable and
all upon such terms and conditions as the Trustees in their discretion may
determine.

Section 3.5. Transfer Agents. The Trustees may in their discretion
from time to time appoint one or more transfer agents for the Trust or any Class
or Series thereof. Any contract with a transfer agent shall be on such terms and
conditions as the Trustees may in their discretion determine.

Section 3.6. Custodian. The Trustees may appoint a bank or trust
company having an aggregate capital, surplus and undivided profits (as shown in
its last published report) of at least $2,000,000 as a custodian of the Trust or
any Class or Series with authority as its agent to hold cash and securities
owned by the Trust or the Class or Series and to release and deliver the same
and otherwise to perform such duties as the Trustees may specify, all upon such
terms and conditions as may be agreed upon between the Trust and the Custodian.

Section 3.7. Affiliations. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, creditor, director, officer, partner, trustee or
employee of or has any interest in any Person or any parent or
affiliate of any such Person, with which a contract or agreement of the
character described in this Article III has been or will be made, or
that any such Person, or any parent or affiliate thereof, is a
Shareholder of or has an interest in the Trust, or that

(ii) any such Person also has similar contracts, agreements or
plans with other investment companies (including, without limitation,
the investment companies referred to in the last paragraph of Section
2.3) or Persons, or has other business activities or interests,

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

ARTICLE IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

Section 4.1. No Personal Liability of Shareholders, Trustees, Officers
and Employees. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust or any Class or Series thereof. All Persons
dealing or contracting with the Trustees as such or with the Trust or any Class
or Series thereof or having any claim against the Trust or any Class or Series
thereof shall have recourse only to the Trust or such Class or Series for the
payment of their claims or for the payment or satisfaction of claims,
obligations or liabilities arising out of such dealings or contracts. No
Trustee, officer or employee of the Trust, whether past, present or future,
shall be subject to any personal liability whatsoever to any such Person, and
all such Persons shall look solely to the Trust Property, or to the assets of
one or more specific Class or Series of the Trust if the claim arises from the
act, omission or other conduct of such Trustee, officer or employee with respect
to only such Class or Series, for satisfaction of claims of any nature arising
in connection with the affairs of the Trust or such Class or Series. If any
Shareholder, Trustee, officer or employee, as such, of the Trust is made a party
to any suit or proceeding to enforce any such liability of the Trust or any
Class or Series thereof, he shall not, on account thereof, be held to any
personal liability.

Section 4.2. Trustee's Good Faith Action; Advice to Others; No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of them or of
any officer, agent, employee, consultant, investment adviser or other 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.
The Trustees may take advice of counsel or other experts with respect to the
meaning and operation of this Declaration 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. In discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the records,
books and accounts of the Trust and upon reports made to the Trustees by any
officer, employee, agent, consultant, accountant, attorney, investment adviser
or other adviser, principal underwriter, expert, professional firm or
independent contractor. The Trustees as such shall not be required to give any
bond or surety or any other security for the performance of their duties. No
provision of this Declaration shall protect any Trustee or officer of the Trust
against any liability to the Trust or its Shareholders to which he would
otherwise be subject by reason of his own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

Section 4.3. Indemnification. The Trustees may provide, whether in the
By-Laws or by contract, vote or other action, for the indemnification by the
Trust or by any Class or Series thereof of the Shareholders, Trustees, officers
and employees of the Trust and of such other Persons as the Trustees in the
exercise of their discretion may deem appropriate or desirable. Any such
indemnification may be mandatory or permissive, and may be insured against by
policies maintained by the Trust.

Section 4.4. No Duty of Investigation. No purchaser, lender or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
or a Class or Series thereof shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the application of money or property
paid, loaned, or delivered to or on the order of the Trustees or of said
officer, employee or agent. Every obligation, contract, instrument, certificate,
Share, other security or undertaking of the Trust or a Class or Series, and
every other act or thing whatsoever executed in connection with the Trust shall
be conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security or undertaking of the
Trust or a Class or Series made or issued by the Trustees may recite that the
same is executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust or a Class or Series thereof
under any such instrument are not binding upon any of the Trustees or
Shareholders individually, but bind only the Trust Property or the Trust
Property of the applicable Class or Series, and may contain any further recital
which they may deem appropriate, but the omission of any such recital shall not
operate to bind the Trustees or Shareholders individually.

Section 4.5. Reliance on Records and Experts. Each Trustee, officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the records, books and accounts of
the Trust or a Class or Series thereof, upon an opinion or other advice of legal
counsel, or upon reports made or advice given to the Trust or a Class or Series
thereof by any Trustee or any of the Trust's officers or employees or by the
Investment Adviser, the Administrator, the Custodian, a Principal Underwriter,
Transfer Agent, accountants, appraisers or other experts, advisers, consultants
or professionals selected with reasonable care by the Trustees or officers of
the Trust, regardless of whether the person rendering such report or advice may
also be a Trustee, officer or employee of the Trust.

ARTICLE V

SHARES OF BENEFICIAL INTEREST

Section 5.1. Shares of Beneficial Interest. The interest of the
beneficiaries of the Trust initially shall be divided into common shares of
beneficial interest without par value. The number of common shares authorized
hereunder is unlimited. All common shares issued, including, without limitation,
those issued in connection with a dividend or distribution or a share split,
shall be fully paid and nonassessable. The Trustees may, without Shareholder
approval, authorize one or more Classes of Shares (which Classes may without
Shareholder approval be divided by the Trustees into two or more Series), Shares
of each such Class or Series having such preferences, voting powers and special
or relative rights or privileges (including conversion rights, if any) as the
Trustees may determine and as shall be set forth in the By-Laws. The number of
Shares of each Class or Series authorized shall be unlimited except as the
By-Laws may otherwise provide. The Trustees may from time to time divide or
combine the Shares of any Class or Series into a greater or lesser number
without thereby changing the proportionate beneficial interest in the Class or
Series.

The ownership of Shares shall be recorded on the books of the Trust or
a transfer or similar agent. 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, 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 of each
Class or Series and as to the number of Shares of each Class or Series held from
time to time by each Shareholder. The Trustees may at any time discontinue the
issuance of Share certificates and may, by written notice to each Shareholder,
require the surrender of Share certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the ownership of Shares in the
Trust.

Section 5.2. Voting Powers. Subject to the voting powers of one or
more Classes or Series, the Shareholders shall have power to vote only (i) with
respect to any Investment Adviser as required by applicable law, (ii) with
respect to any termination or amendment of this Trust, or with respect to
certain transactions, to the extent and as provided in Article VIII, (iii) to
the same extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders, and (iv) with respect to such additional matters relating
to the Trust as may be required by law, this Declaration, the By-Laws or any
registration of the Trust with the Securities and Exchange Commission (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. Notwithstanding any other provision of this
Declaration, 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 or required by applicable law, be voted in the aggregate as a single
Class without regard to Classes or Series. There shall be no cumulative voting
in the election of Trustees.

Section 5.3. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business of the Trust
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 or of any Class or Series
nor can they be called upon to share or assume any losses of the Trust or of any
Class or Series or suffer an assessment of any kind by virtue of their ownership
of Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights,
except as the Trustees may specifically determine with respect to any Class or
Series.

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
the Bylaws and to have become a party hereto and thereto. The death of a
Shareholder during the continuance of the Trust shall not operate to terminate
the same 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.

Section 5.4. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a
Massachusetts business trust. Nothing in this Declaration shall be construed to
make the Shareholders, either by themselves or with the Trustees, partners or
members of a joint stock association.

Section 5.5. Issuance of Shares. The Trustees in their discretion may,
from time to time and without any authorization or vote of the Shareholders,
issue Shares of any Class or Series, in addition to the then issued and
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 or desirable, and may in such manner
acquire other assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares and
reissue and resell full and fractional Shares held in the treasury. The Trustees
may authorize the issuance of certificates of beneficial interest to evidence
the ownership of Shares. Shares held in the treasury shall not be voted nor
shall such Shares be entitled to any dividends or other distributions declared
with respect thereto. The Trustees in their discretion may also, from time to
time and without any authorization or vote of the Shareholders, issue to the
extent consistent with applicable law securities of the Trust convertible into
Shares of the Trust and warrants to purchase securities of the Trust, in each
case pursuant to such terms and under such conditions as the Trustees may
specify in their discretion. Shares of any Class or Series, in addition to the
then issued and outstanding Shares, and such warrants or convertible securities,
may be issued 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 or desirable, 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. The officers of
the Trust are severally authorized to take all such actions as may be necessary
or desirable to carry out this Section 5.5.

ARTICLE VI

REDEMPTIONS AND REPURCHASES

Section 6.1. Redemptions and Repurchases of Shares. From time to time
the Trust may redeem or repurchase its Shares, all upon such terms and
conditions as may be determined by the Trustees and subject to any applicable
provisions of the 1940 Act. The Trust may require Shareholders to pay a
withdrawal charge, a sales charge, or any other form of charge to the Trust, to
the underwriter or to any other person designated by the Trustees upon
redemption or repurchase of Trust Shares in such amount as shall be determined
from time to time by the Trustees. The Trust may also charge a redemption or
repurchase fee in such amount as may be determined from time to time by the
Trustees.

Section 6.2. Manner of Payment. Payment of Shares redeemed or
repurchased may at the option of the Trustees or such officer or officers as
they may duly authorize for the purpose, in their complete discretion, be made
in cash, or in kind, or partially in cash and partially in kind. In case of
payment in kind the Trustees, or their delegate, shall have absolute discretion
as to what security or securities shall be distributed in kind and the amount of
the same, and the securities shall be valued for purposes of distribution at the
figure at which they were appraised in computing the net asset value of the
Common Shares, provided that any Shareholder who cannot legally acquire
securities so distributed in kind by reason of the prohibitions of the 1940 Act
shall receive cash.

Section 6.3. Involuntary Redemption. If the Trustees shall, at any
time and in good faith, be of the opinion that direct or indirect ownership of
Shares of any class or series or other securities of the Trust has or may become
concentrated in any person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed equitable by them (i) to call
for redemption by any such person a number, or principal amount, of Shares or
other securities of the Trust sufficient to maintain or bring the direct or
indirect ownership of Shares or other securities of the Trust into conformity
with the requirements for such qualification and (ii) to refuse to transfer or
issue Shares or other securities of the Trust to any person whose acquisition of
the Shares or other securities of the Trust in question would result in such
disqualification. The redemption shall be effected upon such terms and
conditions as shall be determined by the Trustees.

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

ARTICLE VII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

Section 7.1. Net Asset Value. The net asset value of each outstanding
Share of the Trust or of any Class or Series thereof shall be determined on such
days and at or as of such time or times as the Trustees may determine. Any
reference in this Declaration to the time at which a determination of net asset
value is made shall mean the time as of which the determination is made. The
power and duty to determine net asset value may be delegated by the Trustees
from time to time to the Investment Adviser, the Administrator, the Custodian,
the Transfer Agent or such other Person or Persons as the Trustees may
determine. The value of the assets of the Trust or any Class or Series thereof
shall be determined in a manner authorized by the Trustees. From the total value
of said assets, there shall be deducted all indebtedness, interest, taxes,
payable or accrued, including estimated taxes on unrealized book profits,
expenses and management charges accrued to the appraisal date, and all other
items in the nature of liabilities which shall be deemed appropriate by the
Trustees, as incurred by or allocated to the Trust or any Class or Series
thereof. The resulting amount, which shall represent the total net assets of the
Trust or Class or Series thereof, shall be divided by the number of Shares of
the Trust or Class or Series thereof outstanding at the time and the quotient so
obtained shall be deemed to be the net asset value of the Shares of the Trust or
Class or Series thereof. The Trust may declare a suspension of the determination
of net asset value to the extent permitted by the 1940 Act. It shall not be a
violation of any provision of this Declaration if Shares are sold, redeemed or
repurchased by the Trust at a price other than one based on net asset value if
the net asset value is affected by one or more errors inadvertently made in the
pricing of portfolio securities or other investments or in accruing or
allocating income, expenses, reserves or liabilities. No provision of this
Declaration shall be construed to restrict or affect the right or ability of the
Trust to employ or authorize the use of pricing services, appraisers or any
other means, methods, procedures, or techniques in valuing the assets or
calculating the liabilities of the Trust or any Class or Series thereof.

Section 7.2. Dividends and Distributions. (a) The Trustees may from
time to time distribute ratably among the Shareholders of the Trust or of a
Class or Series thereof such portion of the net earnings or profits, surplus
(including paid-in surplus), capital (including paid-in capital), or assets of
the Trust or such Class or Series held by the Trustees as they may deem
appropriate or desirable. Such distributions may be made in cash, additional
Shares or property (including without limitation any type of obligations of the
Trust or Class or Series or any assets thereof), and the Trustees may distribute
ratably among the Shareholders of the Trust or Class or Series thereof
additional Shares of the Trust or Class or Series thereof issuable hereunder in
such manner, at such times, and on such terms as the Trustees may deem
appropriate or desirable. Such distributions may be among the Shareholders of
the Trust or Class or Series thereof at the time of declaring a distribution or
among the Shareholders of the Trust or Class or Series thereof at such other
date or time or dates or times as the Trustees shall determine. The Trustees may
always retain from the earnings or profits such amounts as they may deem
appropriate or desirable to pay the expenses and liabilities of the Trust or a
Class or Series thereof or to meet obligations of the Trust or a Class or Series
thereof, together with such amounts as they may deem desirable to use in the
conduct of its affairs or to retain for future requirements or extensions of the
business or operations of the Trust or such Class or Series. The Trust may adopt
and offer to Shareholders such dividend reinvestment plans, cash dividend payout
plans or other distribution plans as the Trustees may deem appropriate or
desirable. The Trustees may in their discretion determine that an account
administration fee or other similar charge may be deducted directly from the
income and other distributions paid on Shares to a Shareholder's account in any
Class or Series.

(b) The Trustees may prescribe, in their absolute discretion, such
bases and times for determining the amounts for the declaration and payment of
dividends and distributions as they may deem necessary, appropriate or
desirable.

(c) Inasmuch as the computation of net income and gains for federal
income tax purposes may vary from the computation thereof on the books of
account, the above provisions shall be interpreted to give the Trustees full
power and authority in their absolute discretion to distribute for any fiscal
year as dividends and as capital gains distributions, respectively, additional
amounts sufficient to enable the Trust or a Class or Series thereof to avoid or
reduce liability for taxes.

Section 7.3. Power to Modify Foregoing Procedures. Notwithstanding any
provision contained in this Declaration, the Trustees may prescribe, in their
absolute discretion, such other means, methods, procedures or techniques for
determining the per Share net asset value of a Class or Series thereof or the
income of the Class or Series thereof, or for the declaration and payment of
dividends and distributions on any Class or Series.

ARTICLE VIII

DURATION; TERMINATION OF TRUST OR A
CLASS OR SERIES; MERGERS; AMENDMENTS

Section 8.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any one of
them, shall not operate to terminate or annul the Trust or to revoke any
existing agency or delegation or authority pursuant to the terms of this
Declaration or of the By-Laws.

Section 8.2. Merger or Termination of the Trust or a Series or a
Class. The Trust 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, including its good will, upon such
terms and conditions and for such consideration when and as authorized at a
meeting of Shareholders called for the purpose by the affirmative vote of the
holders of two-thirds of each Class and Series of Shares outstanding and
entitled to vote (with each such class and series separately voting thereon as a
separate Class or Series), or by an instrument or instruments in writing without
a meeting, consented to by the holders of two-thirds of each Class and Series of
Shares (with each such Class and Series separately consenting thereto as a
separate Class or Series); provided, however, that if such merger,
consolidation, sale, lease or exchange is recommended by the Trustees, the vote
or written consent of the holders of a majority of the Shares outstanding and
entitled to vote shall be sufficient authorization; and any such merger,
consolidation, sale, lease or exchange shall be deemed for all purposes to have
been accomplished under and pursuant to the statutes of the Commonwealth of
Massachusetts. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, (whether accrued or contingent) of the
Trust, the Trustees shall distribute the remaining assets of the Trust ratably
among the holders of the outstanding Shares, except as may be otherwise provided
by the Trustees with respect to any Class or Series of Shares thereof.

Subject to authorization by the Shareholders as indicated below in this
paragraph, the Trust may at any time sell and convert into money all of the
assets of the Trust, and, upon making provision for the payment of all
outstanding obligations, taxes and other liabilities (whether accrued or
contingent) of the Trust, the Trustees shall distribute the remaining assets of
the Trust ratably among the holders of the outstanding Shares, except as may be
otherwise provided by the Trustees with respect to any Class or Series of
Shares. Such action shall first have been authorized at a meeting of
Shareholders called for the purpose by the affirmative vote of the holders of
two-thirds of each Class and Series of Shares outstanding and entitled to vote
(with each such Class and Series separately voting thereon as a separate Class
or Series), or by an instrument or instruments in writing without a meeting,
consented to by the holders of two-thirds of each Class and Series of Shares
(with each such Class and Series separately consenting thereto as a separate
Class or Series); provided, however, that if such action is recommended by the
Trustees, the vote or written consent of the holders of a majority of the Shares
outstanding and entitled to vote shall be sufficient authorization.

Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in this section, the Trust shall terminate and the
Trustees shall be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall be cancelled
and discharged.

Section 8.3. Amendments. The execution of an instrument setting forth
the establishment and designation and the relative rights of any Class or Series
of Shares in accordance with Section 5.1 hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section, if authorized by a
majority of the Trustees and by vote of a majority of the outstanding voting
securities of the Trust affected by the amendment (which voting securities
shall, unless otherwise provided by the Trustees, vote together on such
amendment as a single class), or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case, the Trustees
may amend or otherwise supplement this Declaration. The Trustees may also amend
this Declaration without the vote or consent of Shareholders to change the name
of the Trust or to make such other changes as do not have a materially adverse
effect on the rights or interests of Shareholders hereunder or if they deem it
necessary to conform this Declaration to the requirements of applicable Federal
laws or regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be liable
for failing so to do.

No amendment may be made under this Section which shall amend, alter,
change or repeal any of the provisions of Article VIII unless the amendment
effecting such amendment, alteration, change or repeal shall receive the
affirmative vote or consent of the holders of two-thirds of each Class and
Series of Shares outstanding and entitled to vote (with each such Class and
Series separately voting thereon on consenting thereto as a separate Class or
Series). Such affirmative vote or consent shall be in addition to the vote or
consent of the holders of Shares otherwise required by law or by any agreement
between the Trust and any national securities exchange.

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.

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

Section 8.4. Certain Transactions. (a) Notwithstanding any other
provision of this Declaration and subject to the exceptions provided in
sub-section (d) of this Section 8.4, the types of transactions described in
sub-section (c) of this Section 8.4 shall require the affirmative vote or
consent of the holders of seventy-five percent (75%) of each Class of Shares
outstanding (with each such Class voting separately thereon), when a Principal
Shareholder (as defined in sub-section (b) of this Section 8.4) is determined by
the Trustees to be a party to the transaction. Such affirmative vote or consent
shall be in addition to the vote or consent of the holders of Shares otherwise
required by law or by the terms of any Class or Series, whether now or hereafter
authorized, or by any agreement between the Trust and any national securities
exchange.

(b) The term "Principal Shareholder" shall mean any Person which is the
beneficial owner, directly or indirectly, of more than five percent (5%) of the
outstanding Shares of the Trust or of any Class and shall include any
"affiliate" or "associate", as such terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934. For the
purpose of this Section 8.4, in addition to the Shares which a Person
beneficially owns directly, (a) a Person shall be deemed to be the beneficial
owner of any Shares (i) which the Trustees determine it has the right to acquire
pursuant to any agreement or upon exercise of conversion rights or warrants, or
otherwise (but excluding Share options granted by the Trust) or (ii) which the
Trustees determine are beneficially owned, directly or indirectly (including
Shares deemed owned through application of clause (i) above), by any other
Person with which it or its "affiliate" or "associate" (as defined above) has
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of Shares, or which is its affiliate or associate,
and (b) the outstanding Shares shall include Shares deemed owned through
application of clauses (i) and (ii) above but shall not include any other Shares
which are not at the time issued and outstanding but may be issuable pursuant to
any agreement, or upon exercise of conversion rights or warrants, or otherwise.

(i) The merger or consolidation of the Trust or any
subsidiary of the Trust with or into any Principal
Shareholder.

(ii) The issuance of any securities of the Trust to any
Principal Shareholder for cash.

(iii) The sale, lease or exchange of all or any substantial
part of the assets of the Trust to any Principal Shareholder
(except assets determined by the Trustees to have an
aggregate fair market value of less than $1,000,000,
aggregating for the purpose of such computation all assets
sold, leased or exchanged in any series of similar
transactions within a twelve-month period or assets sold in
the ordinary course of business).

(iv) The sale, lease or exchange to or with the Trust or any
subsidiary thereof, in exchange for securities of the Trust,
of any assets of any Principal Shareholder (except assets
determined by the Trustees to have an aggregate fair market
value of less than $1,000,000 aggregating for the purpose of
such computation all assets sold, leased or exchanged in any
series of similar transactions within a twelve-month period).

For purposes of this sub-section 8.4(c), the term "Principal
Shareholder" shall include all subsidiaries, affiliated, associates, or other
persons acting in concert with any Principal Shareholder.

(d) The provisions of this Section 8.4 shall not be applicable to (i)
any of the transactions described in sub-section (c) of this Section 8.4 if the
Trustees shall by resolution have approved a memorandum of understanding with
such Principal Shareholder with respect to and substantially consistent with
such transaction, or (ii) any such transaction with any Person of which a
majority of the outstanding shares of all classes of stock normally entitled to
vote in the election of directors is owned of record or beneficially by the
Trust and its subsidiaries.

(e) The Trustees shall have the power to determine for the purposes of
this Section 8.4 on the basis of information known to the Trust, whether (i) a
Person beneficially owns more than five percent (5%) of the outstanding Shares
or is otherwise a Principal Shareholder, (ii) a Person is an "affiliate" or
"associate" (as defined above) of another, (iii) the assets being acquired or
leased to or by the Trust or any subsidiary thereof constitute a substantial
part or the assets of the Trust and have an aggregate fair market value of less
than $1,000,000, (iv) the memorandum of understanding referred to in sub-section
(d) hereof is substantially consistent with the transaction covered thereby, and
(v) the provisions of the Section 8.5 otherwise apply to any Person or
transaction. Any such determination shall be conclusive and binding for all
purposes of this Section 8.4.

Section 8.5. Conversion. Notwithstanding any other provisions of this
Declaration, the conversion of the Trust from a "closed-end company" to an
"open-end company," as those terms are defined in Section 5(a)(2) and 5(a)(1),
respectively, of the 1940 Act shall require the affirmative vote or consent of
the holders of two-thirds of each Class outstanding (with each Class separately
voting thereon or consenting thereto as a separate Class). Such affirmative vote
or consent shall be in addition to the vote or consent of the holders of the
Shares otherwise required by law or by the terms of any Class or Series, whether
now or hereafter authorized, or by any agreement between the Trust and any
national securities exchange. However, if such conversion is recommended by at
least 75% of the Trustees then in office, the vote or written consent of the
holders of a majority of the outstanding voting securities of the Trust (which
voting securities shall, unless otherwise provided by the Trustees, vote
together on the matter as a single class) shall be sufficient to authorize such
conversion.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Use of the Words "▇▇▇▇▇ ▇▇▇▇▇". ▇▇▇▇▇ ▇▇▇▇▇ Corp.
(hereinafter referred to as "EVC"), which owns (either directly or through
subsidiaries) all of the capital shares of the Investment Adviser of the Trust
(or of the investment adviser of each of the investment companies referred to in
the last paragraph of Section 2.3), has consented to the use by the Trust of the
identifying words "▇▇▇▇▇ ▇▇▇▇▇" in the name of the Trust. Such consent is
conditioned upon the continued employment of EVC or a subsidiary or affiliate of
EVC as Investment Adviser of the Trust or as the investment adviser of each of
the investment companies referred to in the last paragraph of Section 2.3. As
between the Trust and itself, EVC shall control the use of the name of the Trust
insofar as such name contains the identifying words "▇▇▇▇▇ ▇▇▇▇▇". EVC may from
time to time use the identifying words "▇▇▇▇▇ ▇▇▇▇▇" in other connections and
for other purposes, including, without limitation, the names of other investment
companies, trusts, corporations or businesses which it may manage, advise,
sponsor or own or in which it may have a financial interest. EVC may require the
Trust to cease using the identifying words "▇▇▇▇▇ ▇▇▇▇▇" in the name of the
Trust if EVC or a subsidiary or affiliate of EVC ceases to act as investment
adviser of the Trust or as the investment adviser of each of the investment
companies referred to in the last paragraph of Section 2.3.

Section 9.2. Notices. Notwithstanding any other provision of this
Declaration, any and all notices to which any Shareholder may be entitled and
any and all communications shall be deemed duly served or given if mailed,
postage prepaid, addressed to any Shareholder of record at his last known
address as recorded on the register of the Trust. If and to the extent
consistent with applicable law, a notice of a meeting, an annual report, and any
other communication to Shareholders need not be sent to a Shareholder (i) if an
annual report and a proxy statement for two consecutive shareholder meetings
have been mailed to such Shareholder's address and have been returned as
undeliverable, (ii) if all, and at least two, checks (if sent by first class
mail) in payment of distributions on Shares during a twelve-month period have
been mailed to such Shareholder's address and have been returned as
undeliverable or (iii) in any other case in which a proxy statement concerning a
meeting of security holders is not required to be given pursuant to the
Commission's proxy rules as from time to time in effect under the Securities
Exchange Act of 1934, as amended. However, delivery of such proxy statements,
annual reports and other communications shall resume if and when such
Shareholder delivers or causes to be delivered to the Trust written notice
setting forth such Shareholder's then current address.

Section 9.3. Filing of Copies, References, Headings and Counterparts.
The original or a copy of this instrument, of any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust. Anyone dealing with the Trust may rely on a certificate by a Trustee or
an officer of the Trust as to whether or not any such amendments or supplemental
declarations of trust have been made 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 a Trustee or an officer of the Trust to be a copy of
this instrument or of any such amendment hereto or supplemental declaration of
trust.

In this instrument or in any such amendment or supplemental declaration
of trust, references to this instrument, and all expressions such as "herein",
"hereof", and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original, but such counterparts shall constitute one instrument. 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 then in office and filed with the
Massachusetts Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may thereafter be referred to in lieu of the original Declaration
and the various amendments and supplements thereto.

Section 9.4. Applicable Law. The Trust set forth in this instrument 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. The Trust shall be 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.

Section 9.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the Internal Revenue Code of 1986 or with other
applicable laws and regulations, the conflicting provision shall be construed in
such a manner consistent with such law as may most closely reflect the intention
of the offending provision; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.

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

IN WITNESS WHEREOF, the undersigned, being all of the current Trustees
of the Trust, have executed this instrument this 7th day of December, 1994.

/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------- --------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

The Commonwealth OF MASSACHUSETTS

Suffolk, ss. Boston, Massachusetts

Then personally appeared the above named ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, each of whom acknowledged the foregoing instrument to be their free
act and deed.

Before me,

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

My commission expires DEC. 27, 1996

EXHIBIT 99.(a) EV CLASSIC SENIOR FLOATING-RATE FUND (formerly Eaton Vance Senior Short-Term Trust) AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated December 7, 1994 TABLE OF CONTENTS ARTICLE I - NAME AND DEFINITIONS...

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