XYZ MEDS TRUST
N-2, EX-1.A.2, 2000-08-08
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                                                                 Exhibit 1(a)(2)

                     CERTIFICATE OF TRUST OF XYZ MEDS TRUST

     This Certificate of Trust of XYZ MEDS Trust (the "Trust"), dated August 1,
2000, is being duly executed and filed by Donald J. Puglisi, as trustee, to form
a business under the Delaware Business Trust Act (12 Del. C.ss.3801, et seq.).


     1. Name. The name of the business trust formed hereby is XYZ MEDS Trust.

     2. Registered Office; Registered Agent. The business address of the
registered office of the Trust in the State of Delaware is c/o Donald J.
Puglisi, Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885,
Newark, Delaware 19715. The name of the Trust's registered agent at such address
is Donald J. Puglisi.

     3. Effective Date. This Certificate of Trust shall be effective upon the
date and time of filing.

     4. Investment Company Act of 1940. The Trust will be a registered
investment company under the Investment Company Act of 1940, as amended.

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.




                                             /s/ Donald J. Puglisi
                                             ----------------------------------
                                             Donald J. Puglisi, as Sole Trustee


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