CALVERT SOCIAL INVESTMENT FUND

DECLARATION OF TRUST

ARTICLE I	Name and Definitions	1
		1
	1. Name
	2. Definitions -
	(a) Affiliated Person, Assignment,
	Commission, Interested Person,
	Majority Shareholder Vote, Principal
	Underwriter	1
	(b) Trust	1
	(c) Accumulated Net Income	1
	(d) Shareholder	1
	(e) Trustees	1
	(f) Shares	2
	(g) 1940 Act	2
	(h) Commission	2
	(i) Business Day	2
ARTICLE II	Purpose of Trust	2
ARTICLE III	Beneficial interest	2
	1. Shares of Beneficial Interest	2
	2. Ownership of Shares	3
	3. Investment in the Trust	3
	4. No Pre-emptive Rights	4
	5. Provisions Relating to Series of Shares	4
ARTICLE IV	The Trustees	5
	1. Management of the Trust	5
	2. Election of Trustees	5
	3. Term of Office of Trustees	5
	4. Termination of Service and
	Appointment of Trustees	6
	. Temporary Absence of Trustee	6
	6. Number of Trustees	6
	7. Effect of Death, Resignation, Etc.
	of a Trustee	7
	8. Ownership of the Trust	7
ARTICLE V	Powers of the Trustees	7
	1. Powers	7
	2. Trustees and Officers as Shareholders	10
	3. Parties to Contract	10
ARTICLE VI	Trustees' Expenses and Compensation	11
	1. Trustee Reimbursement	11
	2. Trustee Compensation	12
ARTICLE VII	Investment Adviser, Administrative
	Services, Principal Underwriter and
	Transfer Agent	12
	1. Investment Adviser	12
	2. Administrative Services	13
	3. Principal Underwriter	13
	4. Transfer Agent	13
ARTICLE VIII	Shareholders' Voting Powers and Meetings	14
	1. Voting Powers	14
	2. Meetings	14
	3. Quorum and Required Vote	14
	4. Proxies	15
	5. Additional Provisions	15
ARTICLE IX	Custodians
	1. Appointment of Custodian and Duties	15
	2. Central Certificate System	15
	3. Special Custodians	16
	4. Special Depositories	16
ARTICLE X	Distributions and Redemptions	17
	1. Distributions	17
	2. Redemptions and Repurchases	17
	3. Determination of Accumulated Net Income	18
	4. Net Asset Value of Shares	18
	5. Suspension of the Right of Redemption	19
	6. Trust's Right to Redeem Shares	20
ARTICLE XI	Limitation of Liability and Indemnification	21
	1. Limitation of Personal Liability and
	Indemnification of Shareholders	21
	2. Limitation of Personal Liability of
	Trustees, Officers, Employees or
	Agents of the Trust	22
	3. Express Exculpatory Clauses and
	Instruments	22
	4. Mandatory Indemnification	23
ARTICLE XII	Miscellaneous	24
	1. Trust is not a Partnership	24
	2. Trustee's Good Faith Action, Expert
	Advice, No Bond or Surety	24
	3. Establishment of Record Dates	24
	4. Termination of Trust	25
	5. Offices of the Trust, Filing of Copies,
	References, Headings	25
	6. Applicable Law	26
	7. Amendments	26
	8. Conflicts with Law or Regulations	27
	9. Use of Name	27

CALVERT SOCIAL INVESTMENT FUND

DECLARATION OF TRUST

DECLARATION OF TRUST made this 30th day of November, 1981,

by John G. Guffey, Jr., and D. Wayne Silby.

WHEREAS, the Trustees desire to establish a trust fund for

the investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property

contributed to the trust fund hereunder shall be held and managed

under this Declaration of Trust IN TRUST as herein set forth below.

ARTICLE I

NAMES AND DEFINITIONS

Section 1. Name. This Trust shall be known as "Calvert Social Investment

Fund." Should the Trustees determine that the use of such name is not

advisable or otherwise cease using such name, then they may hold the property

of the Trust and conduct its business under another name of their choosing,

and shall undertake to change the name of the Trust accordingly.

Section 2. Definitions. Wherever used herein, unless otherwise required by

the context or specifically provided:

(a) The terms "Affiliated Person", "Assignment", "Interested Person",

"Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence

of Section 2(a) (42) of the 1940 Act, whichever may be applicable), and

"Principal Underwriter" shall have the meanings given them in the Investment

Company Act of 1940, as amended from time to time;

(b) The "Trust" refers to Calvert Social Investment Fund;

(c) "Accumulated Net Income" means the accumulated net income

of the Trust determined in the manner provided or authorized in

Article X, Section,3;

(d) "Shareholder" means a record owner of Shares of the Trust;

(e) The "Trustees" refers to the individual trustees in their

capacity as trustees hereunder of the Trust and their successor or

successors for the time being in office as such Trustees;

(f) "Shares" means the equal proportionate units of interest

into which the beneficial interest in the Trust shall be divided from

time to time and includes fractions of Shares as well as whole Shares;

(g) The "1940 Act" refers to the Investment Company Act of 1940, as

amended from time to time;

(h) The "Commission" refers to the Commission described in the 1940 Act

and to any succeeding governmental authority; and

(i) A "business day" means a day when the New York Stock Exchange is

open for trading and the Trustees have not determined that the Trust shall be

closed for business in observance of a holiday observed generally by banks in

New York City, Washington, D.C., or by the offices of the Federal Government

in Washington, D.C.

ARTICLE II

PURPOSE OF TRUST

This Trust is organized to operate as an investment company registered

under the 1940 Act for the purpose of investing and reinvesting its

assets in securities.

ARTICLE III

BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest.

The beneficial interest in the Trust shall at all times be divided into

transferable Shares, without par value, each of which shall represent

an equal proportionate interest in the Trust with each other Share

outstanding, none having priority or preference over another, except to

the extent modified by the Trustees under the provisions of this section.

The number of Shares which may be issued is unlimited. The Trustees may

from time to time divide or combine the outstanding Shares into a greater

or lesser number without thereby changing the proportionate beneficial

interest in the Trust. Contributions to the Trust may be accepted for, and

Shares shall be redeemed as, whole shares and/or fractions. Shares may be

represented by certificates or by suitable entries in the books of the Trust.

From time to time as they deem appropriate, the Trustees may create Series

and/or Classes of Shares. References in this Declaration of Trust to Shares

of the Trust shall apply to each such Series of Shares and (to the extent not

inconsistent with the rights and restrictions of a Class) to each such Class

of Shares, except to the extent modified by the Trustees under the provisions

of this Section.

Any Series of Shares created hereunder shall represent the beneficial

interest in the assets (and related liabilities) allocated by the

Trustees to such Series of Shares and acquired by the Trust only after

creation of the respective Series of Shares and only on the account of

such Series. Upon creation of any Series of Shares, the Trustees shall

designate it appropriately and determine the investment policies with

respect to the assets allocated to such Series of Shares, preferences,

redemption rights, dividend rights, conversion rights, liquidation

rights, voting rights, and such other rights and restrictions as the

Trustees deem appropriate, to the extent not inconsistent with the

provisions of this Declaration of Trust.

The Trustees may divide the Shares or any Series of Shares into more

than one Class. Upon creation of any additional Class of Shares, the

Trustees shall designate it appropriately and determine its preferences,

redemption rights, dividend rights, conversion rights, liquidation

rights, voting rights, and such other rights and restrictions as the

Trustees deem appropriate.

Section 2. Ownership of Shares. The ownership of Shares shall be

recorded in the books of the Trust or of a transfer agent. The Trustees

may make such rules as they consider appropriate for the transfer of

shares and similar matters. The record books of the Trust or any

transfer agent, as the case may be, shall be conclusive as to who are

the holders of Shares and as to the number of Shares held from time to

time by each.

Section 3. Investment in the Trust. The Trustees may accept

investments in a Trust from such persons and on such terms as

they may from time to time authorize and may cease offering Shares

to the public at any time. After the date of the initial contribution

of capital to the Trust, the number of Shares determined by the Trustees

to represent the initial contribution shall be considered as

outstanding, and the amount received by the Trustees on account of the

contribution shall be treated as an asset of the Trust. Subsequent to

such initial contribution of capital, Shares (including Shares which may

have been redeemed or repurchased by the Trust) may be

issued or sold at a price which will net the Trust, before paying

any taxes in connection with such issue or sale, not less than the

net asset value (as defined in Article X, Section 4) hereof; provided,

however, that the Trustees may in their discretion impose a sales

charge upon investments in the Trust.

Section 4. 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 or the Trustees.

Section 5. Provisions Relating to Series of Shares. Whenever no

Shares of a Series are outstanding, then the Trustees may abolish

such Series (or any Class of Shares of a Series for which there are

no outstanding Shares). Whenever more than one Series of Shares is

outstanding, then the following provisions shall apply:

(a) Assets Belonging to Each Series. All consideration

received by the Trust for the issue or sale of Shares of a particular

Series, together with all assets in which such consideration is invested

or reinvested, all income, earnings and proceeds thereof, and any funds

derived from any reinvestment of such proceeds, shall irrevocably belong

to that Series for all purposes, subject only to the rights of creditors,

and shall be so recorded upon the books of the Trust. In the event there

are assets, income, earnings, and proceeds thereof which are not readily

identifiable as belonging to a particular Series, then the Trustees shall

allocate such items to the various Series then existing, in such manner

and on such basis as they, in their sole discretion, deem fair and

equitable. The amount of each such item allocated to a particular Series

by the Trustees shall then belong to that Series, and each such allocation

shall be conclusive and binding upon the Shareholders of all Series for

all purposes.

(b) Liabilities Belonging to Each Series. The assets belonging to

each particular Series shall be charged with the liabilities, expenses,

costs and reserves of the Trust attributable to that Series; any

general liabilities, expenses, costs and reserves of the Trust which

are not readily identifiable as attributable to a particular Series

shall be allocated by the Trustees to the various Series then existing,

in such manner and on such basis as they, in their sole discretion,

deem fair and equitable. Each such allocation shall be conclusive and

binding upon the Shareholders of all Series for all purposes.

(c) Series Shares, Dividends and Liquidation. Each Share of each

respective Class of a Series shall have the same rights and pro rata

beneficial interest in the assets and liabilities of the Series as any

other such Share. Any dividends paid on the Shares of any Series shall

only be payable from and to the extent of the assets (net of

liabilities) belonging to that Series. In the event of liquidation of a

Series, only the assets (less provision for liabilities) of that Series

shall be distributed to the holders of the Shares of that Series.

(d) Voting by Series. Except as provided in this section or as limited

by the rights and restrictions of any Class, each Share of the Trust

shall vote with and in the same manner as any other Share on matters

submitted to a vote of the Shareholders, without differentiation among

votes from the separate Series; provided, however, that (i) as to any

matter with respect to which a separate vote of any Series is required

by the 1940 Act or would be required under the Massachusetts Business

Corporation Law if the Trust were a Massachusetts business corporation,

such requirements as to a separate vote by the Series shall apply in

lieu of the voting described above herein; (ii) in the event that the

separate vote requirements referred to in (i) above apply with respect

to one or more Series, then, subject to (iii) below, the Shares of all

other Series shall vote without differentiation among their votes; and

(iii) as to any matter which does not affect the interest of a

particular Series, only the holders of Shares of the one or more

affected Series shall be entitled to vote.

ARTICLE IV,

THE TRUSTEES

Section 1. Management of the Trust. The business and affairs of the

Trust shall be managed by the Trustees, and they shall have all powers

necessary and desirable to carry out that responsibility.

Section 2. Election of Trustees. During the year following the end of

the Trust's first fiscal year subsequent to its initial public offering

of Shares, the Shareholders shall elect, at a meeting called by the

then Trustees of the Trust, the Trustees who will serve for such

regular terms as may be provided in the By-Laws of the Trust.

Section 3. Term of Office of Trustees. The Trustees shall hold office

during the lifetime of this Trust, and until the expiration of the

term of office for which each was elected; except that (a) any Trustee

may resign his trust by written instrument signed by him and delivered

to the other Trustees, which shall take effect upon such delivery or

upon such later date as is specified therein; (b) any Trustee may be

removed at any time by written instrument signed by at least two-thirds

of the number of Trustees prior to such removal, specifying the date

when such removal shall become effective; (c) any Trustee who requests

in writing to be retired or who has become mentally or physically

incapacitated may be retired by written instrument signed by a

majority of the other Trustees, specifying the date of his retirement;

and (d) a Trustee may be removed at any special meeting of

Shareholders of the Trust by a vote of two-thirds of the outstanding

Shares.

Section 4. Termination of Service and Appointment of Trustees. In case

of the death, resignation, retirement, removal or mental or physical

incapacity of any of the Trustees, or in case a vacancy shall, by

reason of an increase in number, or for any other reason, exist, the

remaining Trustees shall fill such vacancy by appointing for the

remaining term of the predecessor Trustee such other person as they in

their discretion shall see fit. Such appointment shall be effected by

the signing of a written instrument by a majority of the Trustees in

office. Within three months of such appointment, the Trustees shall

cause notice of such appointment to be mailed to each Shareholder at

his address as recorded on the books of the Trust. An appointment of a

Trustee may be made by the Trustees then in office and notice thereof

mailed to Shareholders as aforesaid in anticipation of a vacancy to

occur by reason of retirement, resignation or increase in number of

Trustees effective at a later date, provided that said appointment

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 this Trust, the trust

estate shall vest in the new Trustee or Trustees, together with

the continuing Trustees, without any further act or conveyance, and he

shall be deemed a Trustee hereunder. Any appointment authorized by

this Section 4 is subject to the provisions of Section 16(a) of the

1940 Act.

Section 5. Temporary Absence of Trustee. Any Trustee may, by power of

attorney, delegate his power for a period not exceeding six months at

any one time to any other Trustee or Trustees, provided that in no

case shall less than two of the Trustees personally exercise their

power hereunder, except as herein otherwise expressly provided.

Section 6. Number of Trustees. The number of Trustees serving

Hereunder at any time shall be determined by the Trustees themselves,

but once Shares have been issued shall not be less than three (3) nor

more than fifteen (15).

Whenever a vacancy in the Board of Trustees shall occur, until such

vacancy is filled or while any Trustee is physically or mentally

incapacitated, the other Trustees shall have all the powers hereunder

and the certificate signed by a majority of the other Trustees of such

vacancy, absence or incapacity, shall be conclusive, provided, however,

that no vacancy which reduces the number of Trustees below three (3)

shall remain unfilled for a period longer than six calendar months.

Section 7. Effect of Death, Resignation, etc., of a Trustee. The death,

resignation, retirement, removal, or mental or physical incapacity of

the Trustees, or any one of them, shall not operate to annul the Trust

or to revoke any existing agency created pursuant to the terms of this

Declaration of Trust.

Section 8. Ownership of the Trust. The assets of the Trust shall be

held separate and apart from any assets now or hereafter held in any

capacity other than as Trustee hereunder by the Trustees or by any

successor Trustees. All of the assets of the Trust shall at all times

be considered as vested in the Trustees. No Shareholder shall be

deemed to have severable ownership in any individual asset of the

Trust or any right of partition or possession thereof, but each

Shareholder shall have a proportionate undivided beneficial interest

in the Trust.

ARTICLE V

POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act as

principals, and are and shall be free from the control of the

Shareholders. The Trustees shall have full power and authority to do

any and all acts and to make and execute any and all contract and

instruments that they may consider necessary or appropriate in

connection with the management of the Trust. The Trustees shall not be

bound or limited by present or future laws or customs in regard to

investment by Trustees or fiduciaries, but shall have full authority

and power to make any and all investments which they, in their

uncontrolled discretion, shall deem proper to accomplish the purpose

of this Trust. Without limiting the foregoing, the Trustees shall have

the following specific powers and authority, subject to any applicable

limitation in this Declaration of Trust or in the By-Laws of the Trust

(a) To buy, and invest funds of the Trust, in securities including,

but not limited to, common stocks, preferred stocks, bonds, debentures,

warrants and rights to purchase securities, options, certificates of

beneficial interest, money market instruments, notes or other evidences

of indebtedness issued by corporations, trusts, associations, or

banking institutions, 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 of the United

States (including the District of Columbia, Puerto Rico and Guam) or

By any political subdivision or agency or instrumentality of any State

or foreign country, or in "when-issued" or "delayed-delivery" contacts

for any such securities, or in any repurchase agreement (agreements

under which the seller agrees at the time of sale to repurchase the

security at an agreed time and price); or retain Trust assets in cash,

and from time to time change the investments constituting the assets

of the Trust;

(b) To adopt By-Laws not inconsistent with the Declaration of Trust

providing for the conduct of the business of the Trust and to amend

and repeal them to the extent that they do not reserve that right to

the Shareholders;

(c) To elect and remove such officers and appoint and terminate such

agents as they consider appropriate;

(d) To appoint or otherwise engage one or more banks or trust companies

or member firms of any national securities exchange registered under

the Securities Exchange Act of 1934 as custodian of any assets of the

Trust, subject to any conditions set forth in this Declaration of Trust

or in the By-Laws.

(e) To appoint or otherwise engage custodial agents, transfer agents,

dividend disbursing agents, Shareholder servicing agents, investment

advisers, sub-investment advisers, principal underwriters,

administrative service agents, and such other agents as the Trustees

may from time to time appoint or otherwise engage;

(f) To provide for the distribution of interests of the Trust either

through a principal underwriter in the manner hereinafter provided for

or by the Trust itself, or both;

(g) To set record dates in the manner hereinafter provided for;

(h) To delegate such authority as they consider desirable to a

Committee or Committees composed of Trustees, including without

limitation, an Executive Committee, or to any officers of the Trust

and to any agent, custodian or underwriter;

(i) To sell or exchange any or all of the assets of the Trust, subject

to the provisions of Article XII, Section 4(b) hereof;

(j) To vote or give assent, or exercise any rights of ownership, with

respect to stock or other securities or property; and to execute and

deliver 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 or property as the Trustees

shall deem proper;

(k) To exercise powers and rights of subscription or otherwise which

in any manner arise out of ownership of securities;

(1) To hold any security or property in a form not indicating any

trust, whether in bearer, unregistered or other negotiable form; or

either in its own name or in the name of a custodian or a nominee or

nominees, subject in either case to proper safeguards according to the

usual practice of Massachusetts trust companies or investment

companies;

(m) To consent to or participate in any plan for the reorganization,

consolidation or merger of any corporation or concern, any security of

which is held in the Trust; to consent to any contract, lease,

mortgage, purchase, or sale of property by such corporation or

concern, and to pay calls or subscriptions with respect to any

security held in the Trust.

(n) To engage in and to prosecute, compound, compromise, abandon, or

adjust, by arbitration, or otherwise, any actions, suits, proceedings,

disputes, claims, demands, and things relating to the Trust, and out

of the assets of the Trust to pay, or to satisfy, any debts, claims or

expenses incurred in connection therewith, including those of

litigation, upon any evidence that the Trustees may deem sufficient

(such powers shall include without limitation any actions, suits,

proceedings, disputes, claims, demands and things relating to the

Trust wherein any of the Trustees may be named individually and the

subject matter of which arises by reason of business for or on behalf

of the Trust);

(o) To make distributions of income and of capital gains to

Shareholders in the manner hereinafter provided for;

(p) To borrow money and enter into reverse repurchase agreements

(agreements in which the Trust sells assets while concurrently agreeing

to repurchase such assets at a later date at a specific price) if such

borrowings are made temporarily for extraordinary or emergency purposes

or to permit redemptions of Shares without selling portfolio

securities. Any borrowings hereunder may be made with or without

collateral security and the Trustees may, in their discretion, pledge,

mortgage, charge, hypothecate or otherwise encumber the gross assets of

the Trust as security for any loans or reverse repurchase agreements,

subject to the limitations provided herein.

(q) To lend portfolio securities of the Trust pursuant to policies

established by the Trustees.

(r) To invest in securities having legal or contractual restrictions

on their resale or for which no readily available market exists.

(s) From time to time to issue and sell the Shares of the Trust either

for cash or for property whenever and in such amounts as the Trustees

may deem desirable, but subject to the limitations set forth in

Section 3 of Article III.

(t) To purchase insurance of any kind, including, without limitation,

insurance on behalf of any person who is or was a Trustee, officer,

employee or agent of the Trust, or is or was serving at the request of

the Trust as a trustee, director, officer, agent or employee of

another corporation, partnership, joint venture, trust or other

enterprise against any liability asserted against such person and

incurred by such person in any such capacity or arising out of such

person's status as such.

No one dealing with the Trustees shall be under obligation to make any

inquiry concerning the authority of the Trustees.

Section 2. Trustees and Officers as Shareholders. Any Trustee, officer

or other agent of the Trust may acquire, own and dispose of shares of

the Trust to the same extent as if he were not a Trustee, officer or

agent; and the Trustees may issue and sell or cause to be issued or

sold Shares of the Trust to an interested person subject only to the

general limitations herein contained as to the sale and purchase of

such Shares; and all subject to any restrictions which may be

contained in the By-Laws.

Section 3. Parties to Contract. The Trustees may enter into any

contract of the character described in Sections 1, 2, 3, or 4 of

Article VII, or in Article IX hereof, or of any other character not

prohibited by the 1940 Act with any corporation, firm, trust or

association, although one or more of the Shareholders, Trustees,

officers, employees or agents of the Trust or their affiliates may be

an officer, director, trustee, shareholder or interested person of

such other party to the contract, and no such contract shall be

invalidated or rendered voidable by reason of the existence of any

such relationship, nor shall any person holding such relationship be

liable merely by reason of such relationship for any loss or expense

to the Trust under or by reason of said contract or accountable for

any profit realized directly or indirectly therefrom, in the absence

of actual fraud. The same person (including a firm, corporation, trust

or association) may be the other party to contracts entered into

pursuant to Sections 1, 2, 3, and 4 of Article VII or Article IX or

any other capacity deemed legal under the 1940 Act, and any individual

may be financially interested or otherwise an interested person of

parties to any or all of the contracts mentioned in this Section 4.

ARTICLE VI

TRUSTEES' EXPENSES AND COMPENSATION

Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from

the Trust estate for all of their expenses and disbursements not

otherwise reimbursed, including, without limitation, expenses of

organizing the Trust and continuing its existence; fees and expenses of

Trustees and officers of the Trust; fees for investment, advisory

services, administrative services and principal underwriting services

provided for in Article VII, Sections 1, 2, and 3; fees and expenses of

preparing and printing its Registration Statements under the

Securities Act of 1933 and the Investment Company Act of 1940 and any

amendments thereto; expenses of registering and qualifying the Trust

and its shares under Federal and state laws and regulations; expenses

of preparing, printing and distributing prospectuses and any amendments

thereof sent to Shareholders, underwriters, broker-dealers and to

investors who may be considering the purchase of shares; expenses of

registering, licensing or other authorization of the Trust as a broker-

dealer and of its officers as agents and salesmen under Federal and

state laws and regulations; interest expense, taxes, fees and

commissions of every kind; expenses of issue (including cost of share

certificates), repurchase and redemption of shares, including expenses

attributable to a program of periodic issue; charges and expenses of

custodians, transfer agents, dividend disbursing agents, shareholder

servicing agents and registrars; printing and mailing costs; auditing,

accounting and legal expenses; reports to Shareholders and governmental

officers and commissions; expenses of meetings of Shareholders and

proxy solicitations therefor; insurance expenses; association

membership dues and nonrecurring items as may arise, including all

losses and liabilities by them incurred in administering the Trust,

including expenses incurred in connection with litigation, proceedings

and claims and the obligations of the Trust under Article XI hereof to

indemnify its Trustees, officers, employees, Shareholders and agents,

and for the payment of such expenses, disbursements, losses and

liabilities, the Trustees shall have a lien on the Trust estate prior

to any rights or interests of the Shareholders thereto. This section

shall not preclude the Trust from directly paying any of the

aforementioned fees and expenses.

Section 2. Trustee Compensation. The Trustees shall be

entitled to compensation from the Trust for their respective

services as Trustees, to be determined from time to time by vote of the

Trustees, and the Trustees shall also determine the compensation of all

officers, consultants and agents who they may elect or appoint. The

Trust may pay any Trustee or any corporation, firm, trust or

association of which a Trustee is an interested person for services

rendered to the Trust in any capacity not prohibited by the 1940 Act,

and such payments, shall not be deemed compensation for services as a

Trustee under the first sentence of this Section 2 of Article VI.

ARTICLE VII

INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,

PRINCIPAL UNDERWRITER AND TRANSFER AGENT

Section 1. Investment Adviser. Subject to a Majority Shareholder Vote,

the Trustees may in their discretion from time to time enter into an

investment advisory contract whereby the other party to such contract

shall undertake to furnish the Trustees investment advisory services

upon such terms and conditions and for such compensation as the

Trustees may in their discretion determine. Subject to a Majority

Shareholder Vote, the investment adviser may enter into a sub-

investment advisory contract to receive investment advice, statistical

and factual information from the sub-investment adviser upon such terms

and conditions and for such compensation as the Trustees may in their

discretion agree to. Notwithstanding any provisions of this Declaration

of Trust, the Trustees may authorize the investment adviser or sub-

investment adviser or any person furnishing administrative personnel

and services as set forth in Article VII, Section 2 (subject to such

general or specific instructions as the Trustees may from time to time

adopt) to effect purchases, sales or exchanges of portfolio securities

of the Trust on behalf of the Trustees or may authorize any officer or

Trustee to effect such purchases, sales or exchanges pursuant to

recommendations of the investment adviser (and all without further

action by the Trustees). Any such purchases, sales and exchanges shall

be deemed to have been authorized by the Trustees. The Trustees may

also authorize the investment adviser to determine what firms shall be

employed to effect transactions in securities for the account of the

Trust and to determine what firms shall participate in any such

transactions or shall share in commissions or fees charged in

connection with such transactions.

Section 2. Administrative Services. The Trustees may in their

discretion from time to time contract for administrative personnel and

services whereby the other party shall agree to provide the Trustees

administrative personnel and services to operate the Trust on a daily

basis, on such terms and conditions as the Trustees may in their

discretion determine. Such services may be provided by one or more

entities.

Section 3. Principal Underwriter. The Trustees may in their discretion

from time to time enter into an exclusive or non-exclusive contract or

contracts providing for the sale of the Shares of the Trust to net the

Trust not less than the amount provided in Article III, Section 3

hereof, whereby 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, the contract shall be on such terms

and conditions as the Trustees may in their discretion determine not

inconsistent with the provisions of this Article VII; and such

contracts may also provide for the repurchase or sales of Shares of the

Trust by such other party as principal or as agent of the Trust and may

provide that the other party may maintain a market for shares of the

Trust.

Section 4. Transfer Agent. The Trustees may in their discretion from

time to time enter into transfer agency and shareholder services

contracts whereby the other party shall undertake to furnish the

Trustees transfer agency and shareholder services. The contracts shall

be on such terms and conditions as the Trustees may in their discretion

determine not inconsistent with the provisions of this Declaration of

Trust. Such services may be provided by one or more entities.

ARTICLE VIII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. The Shareholders shall have power to vote (i)

for the election of Trustees as provided in Article IV, Section 2; (ii)

for the removal of Trustees as provided in Article IV, Section 3(d);

(iii) with respect to any investment adviser or sub-investment adviser

as provided in Article VII, Section 1; (iv) with respect to the

amendment of this Declaration of Trust as provided in Article XII,

Section 7; (v) to the same extent as the Shareholders of a

Massachusetts business corporation as to whether or not a court action,

proceeding or claim should be brought or maintained derivatively or as

a class action on behalf of the Trust or the Shareholders; and (vi)

with respect to such additional matters relating to the Trust as may be

required by law, by this Declaration of Trust, or by By-Laws of the

Trust or any regulation of the Trust by the Commission or any State, or

as the Trustees may consider 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. There shall be no cumulative voting in the election of

Trustees. Until Shares are issued, the Trustees may exercise all rights

of Shareholders and may take any action required or permitted

by law, this Declaration of Trust or any By-Laws of the Trust to be

taken by Shareholders.

Section 2. Meetings. Shareholder meetings shall be held as specified in

Section 2 of Article IV and in the By-Laws at the principal office of

the Trust or at such other place as the Trustees may designate. Special

meetings of the Shareholders may be called by the Trustees or by

officers of the Trust given such authority in the By-Laws and shall

be called by the Trustees at a place designated by them upon the

written request of Shareholders owning at least one-tenth of the

outstanding Shares entitled to vote. Shareholders shall be entitled to

at least ten days' notice of any meeting.

Section 3. Quorum and Required Vote. Except as otherwise provided by

law, to constitute a quorum for the transaction of any business at any

meeting of Shareholders there must be present, in person or by proxy,

holders of one-fourth of the total number of Shares of the Trust then

outstanding and entitled to vote at such meeting. If a quorum, as above

defined, shall not be present for the purpose of any vote that may

properly come before the meeting, the Shareholders present in person or

by proxy and entitled to vote at such meeting on such matter holding a

majority of the Shares present entitled to vote on such matter may by

vote adjourn the meeting from time to time to be held at the same place

without further notice than by announcement to be given at the meeting

until a quorum, as above defined, entitled to vote on such matter shall

be present, whereupon any such matter may be voted upon at the meeting

as though held when originally convened. Subject to any applicable

requirement of law or of this Declaration of Trust or by the By-Laws,

a plurality of the votes cast shall elect a Trustee and all other

matters shall be decided by a majority of the votes cast entitled to

vote thereon.

Section 4. Proxies. Any vote by a Shareholder of the Trust may be made

in person or by proxy, provided that no proxy shall be voted at any

meeting unless it shall have been placed on file with the Trustees or

their designate prior to the time the vote is taken. Pursuant to a

resolution of a majority of the Trustees, proxies may be solicited in

the name of one or more Trustees or one or more officers of the Trust.

Only Shareholders of record shall be entitled to vote. 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.

Section 5. Additional Provisions. The By-Laws may include further

provisions for Shareholders' votes and meetings and related matters.

ARTICLE IX

CUSTODIANS

Section 1. Appointment of Custodian and Duties. The Trustees shall

appoint or otherwise engage a bank or trust company having an

aggregate capital, surplus and undivided profits (as shown in its last

published report) of at least two million dollars ($2,000,000) as its

Custodian with authority as its agent, but subject to such

restrictions, limitations and other requirements, if any, as may be

contained in the By-Laws of the Trust:

(1) To receive and hold securities owned by the Trust

and deliver the same upon written order;

(2) To receive and receipt for any moneys due to the

Trust and deposit the same in its own banking

department or elsewhere as the Trustees may direct;

(3) To disburse such funds upon orders or vouchers;

(4) To keep, if authorized to do so by the Trustees,

the books and accounts of the Trust and furnish

clerical and accounting services; and

(5) To compute, if authorized to do so by the Trustees,

the Accumulated Net Income of the Trust and the net

asset value of the Shares in accordance with the

provisions hereof;

all upon such basis of compensation as may be agreed upon between the

Trustees and the Custodian. If so directed by a Majority Shareholder

Vote, the Custodian shall deliver and pay over all property of the

Trust held by it as specified in such vote.

The Trustees may also authorize the Custodian to employ one or more

sub-custodians from time to time to perform such of the acts and

services of the Custodian and upon such terms and conditions, as may be

agreed upon between the Custodian and such sub-custodian and approved

by the Trustees, provided that in every case such sub-custodian shall

be a bank or trust company organized under the laws of the United

States or one of the States thereof and having an aggregate capital,

surplus and undivided profits (as shown in its last published report)

of at least two million dollars ($2,000,000) or a member firm of a

national securities exchange registered under the Securities Exchange

Act of 1934.

Section 2. Central-Certificate System. Subject to such rules,

regulations and orders as the Commission may adopt, the Trustees may

direct the Custodian to deposit all or any part of the securities owned

by the Trust in a system for the central handling of securities

established by a national securities exchange or a national securities

association registered with the Commission under the Securities

Exchange Act of 1934, or such other person as may be permitted by the

Commission or otherwise in accordance with the 1940 Act, pursuant to

which system all securities of any particular class or series of any

issuer deposited within the system are treated as fungible and may be

transferred or pledged by bookkeeping entry without physical delivery

of such securities, provided that all such deposits shall be subject to

withdrawal only upon the order of the Custodian at the direction of the

Trustees.

Section 3. Special Custodians. The Trustees may appoint or otherwise

engage any institution which would be permitted to act as a sub-

custodian hereunder to act as a Special Custodian of the Trust. Any

Special Custodian which is a member firm of a national securities

exchange shall have custody only of securities owned by the Trust and

shall not hold any of its cash. Special Custodians shall be appointed

pursuant to a written agreement approved and thereafter at least

annually ratified by the Trustees, and any such written agreement shall

meet such requirements as may be specified by law or by the regulations

of the Commission. Any such written agreement with a member firm of a

national securities exchange shall also require that the Special

Custodian shall deliver to the Custodian its receipt, evidencing that

it holds the specific securities in question on behalf of the Trust in

its safekeeping, before any payment can be made for such securities by

the Trust. Special Custodians shall be used by the Trust only for

purposes of safekeeping designated types of securities for periods of

limited duration in cases where, in the opinion of the Trustees,

officers of the Trust, its investment adviser or other authorized

agent, such safekeeping services would be more appropriate or

convenient to the Trust than the safekeeping of such securities with

the Custodian.

Section 4. Special Depositories. The Trustees may by resolution appoint

as Special Depositories any commercial banks insured by the Federal

Deposit Insurance Corporation having aggregate capital, surplus and

undivided profits (as shown in their respective last published reports)

of at least two million dollars ($2,000,000). The Trust may maintain

with a Special Depository only demand deposit accounts and shall not

permit the aggregate balances in such accounts to exceed the amount of

any fidelity bond covering any officer of the Trust authorized by the

Trustees to have signature authority over such demand deposit accounts.

ARTICLE X

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions.

(a) The Trustees may from time to time declare and pay dividends, and

the amount of such dividends and the payment of them shall be wholly in

the discretion of the Trustees.

(b) The Trustees may declare Accumulated Net Income of the Trust (as

defined in Section 3 of this Article X) as a dividend to Shareholders

of record at such time as the Trustees shall designate, payable in

additional full and fractional Shares or in cash. The Trustees may, if

they deem it advisable, declare a negative dividend (or reverse split)

and deduct such amount from the previously accumulated dividends of

each Shareholder or from such Shareholder's interest in the Trust.

(c) The Trustees may distribute in respect of any fiscal year as

ordinary dividends and as capital gains distributions, respectively,

amounts sufficient to enable the Trust as a regulated investment

company to avoid any liability for federal income taxes in respect of

that year.

(d) The decision of the Trustees as to what, in accordance with good

accounting practice, is income and what is principal shall be final,

and except as specifically provided herein, the decision of the

Trustees as to what expenses and charges of the Trust shall be charged

against principal and what against income shall be final. Any income

not distributed in any year may be permitted to accumulate and as long

as not distributed may be invested from time to time in the same manner

as the principal funds of the Trust.

(e) The Trustees shall have power, to the fullest extent permitted by

law, at any time, or from time to time, to declare and cause to be paid

dividends, which at the election of the Trustees, may be accrued,

automatically reinvested in additional Shares (or fractions thereof) of

the Trust or paid in cash or additional Shares, all upon such terms and

conditions as the Trustees may prescribe.

(f) Anything in this instrument to the contrary notwithstanding, the

Trustees may at any time declare and distribute a dividend consisting

of shares of the Trust.

Section 2. Redemptions and Repurchases.

(a) In case any Shareholder of record of the Trust at any time desires

or authorizes the disposition of Shares recorded in his name, he or his

authorized agent may deposit a written request (or such other form of

request as the Trustees may from time to time authorize) requesting

that the Trust purchase his Shares, together with such other

instruments or authorization to effect the transfer as the Trustees may

from time to time require, at the office of the Trust, and the Trust

shall purchase his said Shares, but only at the net asset value of such

Shares (as defined in Section 4 of this Article X) determined by or on

behalf of the Trustees next after said request.

Payment for such Shares shall be made by the Trust to the Shareholder

of record at a time determined by the Trustees within seven (7) days

after the date upon which the request (and, if required, such other

instruments or authorizations of transfer) is deposited, subject to

the right of the Trustees to postpone the date of payment pursuant to

Section 5 of this Article X. If the redemption is postponed beyond the

date on which it would normally occur by reason of a declaration by the

Trustees suspending the right of redemption pursuant to Section 5 of

this Article X, the right of the Shareholder to have his Shares

purchased by the Trust shall be similarly suspended, and he may

withdraw his request (or such other instruments or authorizations of

transfer) from deposit if he so elects; or, if he does not so elect,

the purchase price shall be the net asset value of his Shares,

determined next after termination of such suspension and payment

therefor shall be made within seven (7) days thereafter.

(b) The Trust may purchase Shares of the Trust by agreement with the

owner thereof (1) at a price not exceeding the net asset value per

share determined next after the purchase or contract of purchase is

made or (2) at a price not exceeding the net asset value per Share

determined at some later time.

(c) Shares purchased by the Trust either pursuant to paragraph (a) or

paragraph (b) of this Section 2 shall be deemed treasury Shares and may

be resold by the Trust.

(d) If the Trustees determine that economic conditions would make it

seriously detrimental to the best interests of the remaining

Shareholders of the Trust to make payment wholly or partly in cash, the

Trust may pay the redemption price in whole or in part by a

distribution in kind of securities from the portfolio of the Trust, in

lieu of cash in conformity with applicable rules of the Commission,

taking such securities at the same value employed in determining net

asset value and selecting the securities in such manner as the Trustees

may deem fair and equitable.

Section 3. Determination of Accumulated Net Income. The Accumulated Net

Income of the Trust shall be determined by or on behalf of the Trustees

daily or more frequently at the discretion of the Trustees, on each

business day at such time or times as the Trustees shall in their

discretion determine. Such determination shall be made in accordance

with generally accepted accounting principles and practices and the

accounting policies established by the Trustees, and may include

realized and/or unrealized gains from the sale or disposition of

securities or other property of the Trust. The power and duty to

determine Accumulated Net Income may be delegated by the Trustees from

time to time to one or more of the Trustees or officers of the Trust,

to the other party to any contract entered into pursuant to Section 1

or 2 of Article VII, or to the Custodian or to a transfer agent.

Section 4. Net Asset Value of Shares. The net asset value of each Share

of the Trust outstanding shall be determined at least once on each

business day by or on behalf of the Trustees. The power and duty to

determine net asset value may be delegated by the Trustees from time

to time to one or more of the Trustees or officers of the Trust, to the

other party to any contract entered into pursuant to Section 1 or 2 of

Article VII, or to the Custodian or to a transfer agent.

The net asset value of each Share of the Trust as of any particular

time shall be the quotient (adjusted to the number of significant

digits determined by the Trustees) obtained by dividing the value, as

of such time, of the net assets of the Trust (i.e., the value of the

assets of the Trust less its liabilities exclusive of capital and

surplus) by the total number of Shares outstanding (exclusive of

treasury Shares) at such time in accordance with the requirements of

the 1940 Act and any applicable rules, regulations and orders

thereunder, and applicable provisions of the By-Laws of the Trust in

conformity with generally accepted accounting practices and principles.

Section 5. Suspension of the Right of Redemption. The Trustees may

declare a suspension of the determination of net asset value and/or the

right of redemption or postpone the gate of payment or the whole or any

part of any period (i) during which the New York Stock Exchange is

closed other than customary weekend and holiday closings, (ii) during

which trading on the New York Stock Exchange is restricted, (iii)

during which an emergency exists as a result of which disposal by the

Trust of securities owned by it is not reasonably practicable or it is

not reasonably practicable for the Trust fairly to determine the value

of its net assets, or (iv) during any other period when the Commission

may for the protection of security holders of the Trust by order, rule

or interpretation permit suspension of the right of redemption or

postponement of the date of payment on redemption; provided that

applicable rules, interpretations and regulations of the Commission

shall govern as to whether the conditions prescribed in (ii) or (iii)

exist. Such suspension shall take effect at such time as the Trustees

shall specify but not later than the close of business on the business

day next following the declaration of suspension, and thereafter there

shall be no right of redemption or payment until the Trustees shall

declare the suspension at an end, except that the suspension shall

terminate in any event on the first day on which said Stock Exchange

shall have reopened or the period specified in (ii) or (iii) shall have

expired (as to which in the absence of an official ruling by the

Commission, the determination of the Trustees shall be conclusive).

Section 6. Trust's Right to Redeem Shares. The Trust shall have the

right to caused a redemption of Shares in any Shareholder's account for

their then current net asset value (which will be promptly paid to the

Shareholder in cash) if at any time the total investment in the account

does not have a minimum dollar value determined from time to time by

the Trustees in their sole discretion. Shares of the Trust are

redeemable at the option of the Trust if, in the opinion of the

Trustees, ownership of Trust Shares has or may become concentrated to

an extent which would cause the Trust to be a personal holding company

within the meaning of the Internal Revenue Code of 1954, as amended,

and any successor statute (and thereby disqualified under Sub-chapter M

of said Code); in such circumstances the Trust may compel the

redemption of Shares, reject any order for the purchase of Shares or

refuse to give effect to the Transfer of Shares.

ARTICLE XI

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Personal Liability and Indemnification of

Shareholders. The Trustees, officers, employees or agents of the Trust

shall have no power to bind any Shareholder personally or 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 agree to

pay by way of subscription to any Shares or otherwise.

No Shareholder or former Shareholder of the Trust shall be liable

solely by reason of his being or having been a Shareholder for any

debt, claim, action, demand, suit, proceeding, judgment, decree,

liability or obligation of any kind, against, or with respect to the

Trust arising out of any action taken or omitted for or on behalf of

the Trust, and the Trust shall be solely liable therefor and resort

shall be had solely to the Trust property for the payment or

performance thereof.

Each Shareholder or former Shareholder of the Trust (or their heirs,

executors, administrators or other legal representatives or, in case of

a corporate entity, its corporate or general successor) shall be

entitled to indemnity and reimbursement out of the Trust property to

the full extent of such liability and the costs of any litigation or

other proceedings in which such liability shall have been determined,

including, without limitation, the fees and disbursements of counsel

if, contrary to the provisions hereof, such Shareholder or former

Shareholder of the Trust shall be held to personal liability.

The Trust shall, upon request by the Shareholder or former Shareholder,

assume the defense of any claim made against any shareholder for any

act or obligation of the Trust and satisfy any judgment thereon.

Section 2. Limitation of Personal Liability of Trustees, Officers,

Employees or Agents of the Trust. No Trustee, officer, employee or

agent of the Trust shall have the power to bind any other Trustee,

officer, employee or agent of the Trust personally. The Trustees,

officers, employees or agents of the Trust incurring any debts,

liabilities or obligations, or in taking or omitting any other actions

for or in connection with the Trust are, and each shall be deemed to

be, acting as Trustee, officer, employee or agent of the Trust and not

in his own individual capacity.

Provided they have acted under the belief that their actions are in the

best interest of the Trust, the Trustees and officers shall not be

responsible for or liable in any event for neglect or wrongdoing by

them or any officer, agent, employee, investment adviser, principal

underwriter, transfer agent or custodian of the Trust or of any entity

providing administrative services for the Trust, but nothing herein

contained shall protect any Trustee or officer against any liability to

which he would otherwise be subject by reason of willful misfeasance,

bad faith, gross negligence or reckless disregard of the duties

involved in the conduct of his office.

Section 3. Express Exculpatory Clauses and Instruments. The Trustees

shall use appropriate means to assure that all persons having

dealings with the Trust shall be informed that the property of the

Shareholders and the Trustees, officers, employees and agents of the

Trust shall not be subject to claims against or obligations of the

Trust to any extent whatsoever. The Trustees may cause to be inserted

in any written agreement, undertaking or obligation made or issued on

behalf of the Trust (including certificates for Shares of the Trust) an

appropriate reference to this Declaration, providing that neither the

Shareholders, the Trustees, the officers, the employees nor any agent

of the Trust shall be liable thereunder, and that the other parties to

such instrument shall look solely to the Trust property for the payment

of any claim thereunder or for the performance thereof; but the

omission of such provisions from any such instrument shall not render

any Shareholder, Trustee, officer, employee or agent liable, nor shall

the Trustee, or any officer, agent or employee of the Trust be liable

to anyone for such omission. If, notwithstanding this provision, any

Shareholder, Trustee, officer, employee or agent shall be held liable

to any other person by reason of the omission of such provision from

any such agreement, undertaking or obligation, the Shareholder,

Trustee, officer, employee or agent shall be entitled to indemnity and

reimbursement out of the Trust property, as provided in this Article

XI.

Section 4. Mandatory Indemnification.

(a) Subject only to the provisions hereof, every person who is or has

been a Trustee, officer, employee or agent of the Trust and every

person who serves at the Trust's request as director, officer, employee

or agent of another corporation, partnership, joint venture, trust or

other enterprise shall be indemnified by the Trust to the fullest

extent permitted by law against all liabilities and against all

expenses reasonably incurred or paid by him in connection with any

debt, claim, action, demand, suit, proceeding, judgment, decree,

liability or obligation of any kind in which he becomes involved as a

party or otherwise or is threatened by virtue of his being or having

been a Trustee, officer, employee or agent of the Trust or of another

corporation, partnership, joint venture, trust or other enterprise at

the request of the Trust against amounts paid or incurred by him in the

compromise or settlement thereof.

(b) The words "claim," "action," "suit," or "proceeding" shall apply to

all claims, actions, suits or proceedings (civil, criminal,

administrative, legislative, investigative or other, including

appeals), actual or, threatened, and the words "liabilities" and

"expenses" shall include, without limitation, attorneys' fees, costs,

judgments, amounts paid in settlement, fines, penalties and other

liabilities.

(c) No indemnification shall be provided to any person hereunder

against any liabilities to the Trust or its Shareholders adjudicated to

have been incurred by reason of willful misfeasance, bad faith, gross

negligence, or reckless disregard of the duties involved in the conduct

of such person's office.

(d) The rights of indemnification herein provided may be insured

against by policies maintained by the Trust, shall be severable, shall

not affect any other rights to which any Trustee, officer, employee or

agent may now or hereafter be entitled, shall continue as to a person

who has ceased to be such Trustee, officer, employee, or agent and

shall inure to the benefit of the heirs, executors and administrators

of such a person; provided, however, that no person may satisfy any

right of indemnity or reimbursement granted herein except out of the

property of the Trust, and no other person shall be personally liable

to provide indemnity or reimbursement hereunder (except an insurer or

surety of person otherwise bound by contract).

(e) Expenses in connection with the preparation and presentation of a

defense to any claim, action, suit or proceeding of the character

described in paragraph (a) of this Section 4 may be paid by the Trust

prior to final disposition thereof upon receipt of a written

undertaking by or on behalf of the Trustee, officer, employee or agent

to reimburse to the Trust if it is ultimately determined under this

Section 4 that he is not entitled to indemnification.

ARTICLE XII

MISCELLANEOUS

Section 1. Trust is not a Partnership. It is hereby expressly declared

that a trust and not a partnership is created hereby.

Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or

Surety. The exercise by the Trustees of their powers and discretions

hereunder in good faith and with reasonable care under the

circumstances then prevailing, shall be binding upon everyone

interested. Subject to the provisions of Article XI, the Trustees shall

not be liable for errors of judgment or mistakes of fact or law. The

Trustees may take advice of counsel or other experts with respect to

the meaning and operation of this Declaration of Trust, and subject to

the provisions of Article XI, shall be under no liability for any act

or omission in accordance with such advice or for failing to follow

such advice. The Trustees shall not be required to give any bond as

such, nor any surety if a bond is required.

Section 3. Establishment of Record Dates. The Trustees may close the

Share transfer books of the Trust for a period not exceeding sixty (60)

days preceding the date of any meeting of Shareholders, or the date for

the payment of any dividend or the making of any distribution to

Shareholders, or the date for the allotment of rights, or the date when

any change or conversion or exchange of Shares shall go into effect; or

in lieu of closing the Share transfer books as aforesaid, the Trustees

may fix in advance a date, not exceeding sixty (60) days preceding the

date of any meeting of Shareholders, or the date for the payment of any

dividend or the making of any distribution to Shareholders, or the date

for the allotment of rights, or the date when any change or conversion

or exchange of Shares shall go into effect, or the last day on which

the consent or dissent of Shareholders may be effectively expressed for

any purpose, as a record date for the determination of the Shareholders

entitled to notice of, and, to vote at, any such meeting and any

adjournment thereof, or entitled to receive payment of any such

dividend or distribution, or to any such allotment of rights, or to

exercise the rights in respect of any such change, conversion or

exchange of shares, or to exercise the right to give such consent or

dissent, and in such case, such Shareholders and only such Shareholders

as shall be Shareholders of record on the date so fixed shall be

entitled to such notice of, and to vote at, such meeting, or to receive

payment of such dividend or distribution, or to receive such allotment

or rights, or to exercise such rights, as the case may be,

notwithstanding any transfer of any Shares on the books of the Trust

after any such date fixed as aforesaid.

Section 4. Termination of Trust.

(a) This Trust shall continue without limitation of time but subject to

the provisions of paragraphs (b), (c) and (d) of this Section 4.

(b) The Trustees, with the approval of the holders of a majority of the

outstanding Shares, may merge, consolidate, or sell and convey the

assets of the Trust including its goodwill to another trust or

corporation organized under the laws of any state of the United States

for an adequate consideration which may include the assumption of all

outstanding obligations, taxes, and other liabilities, accrued or

contingent, of the Trust and which may include shares of beneficial

interest or stock of such trust or corporation. Upon making provision

for the payment of all such liabilities, by such assumption or

otherwise, the Trustees shall distribute the net proceeds of the

transaction ratably among the holders of the Shares of the Trust then

outstanding.

(c) Subject to a Majority Shareholder Vote, the Trustees may at any

time sell and convert into money all the assets of the Trust. Upon

making provision for the payment of all outstanding obligations, taxes

and other liabilities, accrued or contingent, of the Trust, the

Trustees shall distribute the remaining assets of the Trust ratably

among the holders of the outstanding Shares.

(d) Upon completion of the distribution of the remaining proceeds or

the remaining assets as provided in paragraphs (b) and (c), the Trust

shall be discharged of any and all further liabilities and duties

hereunder and the right, title, and interest of all parties shall be

canceled and discharged.

Section 5. Offices of the Trust, Filing of Copies, References,

Headings. The Trust may maintain such offices in such locations as the

Trustees may from time to time determine. The original or a copy of

this instrument and of each declaration of trust supplemental 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 supplemental

declaration of trust shall be filed by the Trustees with the

Massachusetts Secretary of State, as well as any other governmental

office where such filing may from time to time be required. Anyone

dealing with the Trust may rely on a certificate by an officer of the

Trust as to whether or not any such supplemental declaration of trust

has 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 an officer of the Trust to be a copy of

this instrument or of any such supplemental declaration of trust. In

this instrument or in any such supplemental declaration of trust,

references to this instrument, and all expressions like "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 or 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.

Section 6. Applicable Law. The Trust set forth in this instrument is

created under and is to be governed by and construed and administered

according to the laws of the Commonwealth of Massachusetts. 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 7. Amendments. Prior to the initial issuance of Shares pursuant

to the second sentence of Section 3 of Article III, a majority of the

Trustees then in office may amend or otherwise supplement this

instrument by making a declaration of trust supplemental hereto, which

thereafter shall form a part hereof. Subsequent to such initial

issuance of Shares, if authorized by a majority of the Trustees then in

office and by a Majority Shareholder Vote, or by any larger vote which

may be required by applicable law or this declaration of trust in any

particular case, the Trustees shall amend or otherwise supplement this

instrument, by making a Declaration of Trust supplemental hereto, which

thereafter shall form a part hereof. Any such supplemental declaration

of trust shall be signed by at least a majority of the

Trustees then in office. Copies of the supplemental declaration of

trust shall be filed as specified in Section 5 of this Article XII.

Section 8. Conflicts with Law or Regulations.

(a) The provisions of this Declaration of Trust are severable, and if

the Trustees determine, with the advice of counsel, that any such

provision is in unresolvable conflict with the 1940 Act, with the

provisions of the Internal Revenue Code relating to the tax treatment

of a regulated investment company or other matters concerning regulated

investment companies, or with other applicable laws or regulations, the

conflicting provision shall be deemed never to have constituted a part

of this Declaration of Trust; provided, however, that such

determination shall not affect any of the remaining provisions hereof

nor render invalid or improper any action taken or omitted prior to

such determination.

(b) If any provision of this Declaration of Trust shall be held invalid

or unenforceable in any jurisdiction, such invalidity or

unenforceability shall not attach to such provision in any other

jurisdiction or any other provision hereof in any jurisdiction.

Section 9. Use of Name. The Trustees of the Trust acknowledge that, in

consideration of its assumption of certain expenses of formation of the

Trust, Calvert Asset Management Company, Inc., has reserved for itself

the rights to the name "Calvert Social Investment Fund" (or any similar

name) and that use by the Trust of such name shall continue only with

the continuing consent of Calvert Asset Management Company, Inc., which

consent may be withdrawn at any time, effect immediately, upon written

notice thereof to the Trust.

IN WITNESS WHEREOF, the undersigned have executed this instrument on

the date first written above.

John G. Guffey, Jr.

D. Wayne Silby

Filed 1/5/82

CALVERT SOCIAL INVESTMENT FUND

SUPPLEMENTAL DECLARATION OF TRUST

SUPPLEMENTAL DECLARATION OF TRUST made this 23rd day of December, 1981,

by John G. Guffey, Jr., Trustee, and D. Wayne Silby, Trustee.

WHEREAS, by Declaration of Trust made on November 30, 1981, the above-

named Trustees established Calvert Social Investment Fund ("the Fund");

and

WHEREAS, the above-named Trustees, comprising all of the Trustees of

Fund, desire to amend said Declaration of Trust prior to the issuance

of Shares of the Fund, in accordance with the provisions of Article

XII, Section 7, thereof;

NOW, THEREFORE, the Trustees do hereby declare that such Declaration of

Trust shall be and hereby is amended as follows:

Article XI, Section 4(a), shall be and hereby is amended to provide:

"Section 4. Mandatory Indemnification.

(a) Subject only to the provisions hereof and any applicable

provisions of the By-laws of the Trust, every person who is or has been

a Trustee, officer, employee or agent of the Trust and every person who

serves at the Trust's request as director, officer, employee or agent

of another corporation, partnership, joint venture, trust or other

enterprise shall be indemnified by the Trust to the fullest extent

permitted by laws against all liabilities and against all expenses

reasonably incurred or paid by him in connection with any debt, claim,

action, demand, suit, proceeding, judgment, decree, liability or

obligation of any kind in which he becomes involved as a party or

otherwise or is threatened by virtue of his being or having been a

Trustee, officer, employee or agent of the Trust or of another

corporation, partnership, joint venture, trust or other enterprise at

the request of the Trust against amounts paid or incurred by him in the

compromise or settlement thereof."

And further, Article XII, Section 3, shall be and hereby is amended to

provide:

"Section 3. Establishment of Record Dates. The Trustees may close the

Share transfer books of the Trust for a period not exceeding ninety

(90) days preceding the date of any meeting of Shareholders, or the

date of the payment of any dividend or the making of any distribution

to Shareholders, or the date for the allotment of rights, or the date

when any change or conversion or exchange of Shares shall go into

effect; or in lieu of closing the Share transfer books as aforesaid,

the Trustees may fix in advance a date, not exceeding ninety (90) days

preceding the date of any meeting of Shareholders, or the date for the

payment of any dividend or the making or any distribution to

Shareholders, or the date for the allotment of rights, or the date when

any change or conversion or exchange of Shares shall go into effect, or

the last day on which the consent or dissent of Shareholders may be

effectively expressed for any purpose, as a record date for the

determination of the Shareholders entitled to notice of, and, to vote

at, any such meeting and any adjournment thereof, or, entitled to

receive payment of any such dividend or distribution, or to any such

allotment of rights, or to exercise the rights in respect of any such

change, conversion or exchange of shares, or to exercise the right to

give such consent or dissent, and in such case, such Shareholders and

only such Shareholders as shall be Shareholders of record on the date

so fixed shall be entitled to such notice of, and to vote at, such

meeting, or to receive payment of such dividend or distribution, or to

receive such allotment or rights, or to exercise such rights, as the

case may be, notwithstanding any transfer of any Shares on the books of

the Trust after any such date fixed as aforesaid."

IN WITNESS WHEREOF, the undersigned have executed this instrument on

the date first written above.

/s/John G. Guffey, Jr., Trustee

/s/D. Wayne Silby, Trustee