AGREEMENT AND DECLARATION OF TRUST

SmithGraham Institutional Funds

a Delaware Business Trust

May 30, 2002

TABLE OF CONTENTS

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ARTICLE I Name and Definitions ....................................................... ........ 1

Section 1.1. Name. ...................................................................... 1
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Section 1.2. Definitions. ............................................................... 1
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ARTICLE II Purpose of Trust .................................................................... 3

ARTICLE III Shares ............................................................................. 3

Section 3.1. Shares of Beneficial Interest. ............................................. 3
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Section 3.2. Establishment and Designation of Shares. ................................... 3
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Section 3.3. Actions Affecting Series. .................................................. 4
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Section 3.4. Relative Rights and Preferences. ........................................... 4
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Section 3.5. Ownership of Shares. ....................................................... 7
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Section 3.6. Investments in the Trust. .................................................. 7
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Section 3.7. Status of Shares and Limitation of Personal Liability. ..................... 7
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ARTICLE IV The Board of Trustees ..,,........................................................... 8

Section 4.1. Number. .................................................................... 8
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Section 4.2. Election and Tenure. ....................................................... 8
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Section 4.3. Effect of Death, Resignation, etc. of a Trustee. ........................... 8
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Section 4.4. Trustee Compensation. ...................................................... 8
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ARTICLE V Power of the Trustees ................................................................ 8

Section 5.1. Management of the Trust. ................................................... 8
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Section 5.2. Action by Written Consent. ................................................. 9
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Section 5.3. Powers of the Trustees. .................................................... 9
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Section 5.4. Payment of Expenses by the Trust. .......................................... 12
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Section 5.5. Ownership of Assets of the Trust. .......................................... 12
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Section 5.6. Issuance and Repurchase of Shares. ......................................... 13
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Section 5.7. Power of Board of Trustees to Change Provisions Relating to Shares. ........ 13
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ARTICLE VI Service Contracts ................................................................... 13

Section 6.1. Investment Manager. ........................................................ 13
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Section 6.2. Principal Underwriter. ..................................................... 14
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Section 6.3. Other Service Contracts. ................................................... 14
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Section 6.4. Validity of Contracts. ..................................................... 14
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ARTICLE VII Shareholders' Voting Powers and Meetings ........................................... 14

Section 7.1. Voting Powers. ............................................................. 14
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Section 7.2. Voting Power and Meetings. ................................................. 15
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Section 7.3. Quorum and Required Vote. .................................................. 15
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Section 7.4. Action by Written Consent. ................................................. 15
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Section 7.5. Record Dates. .............................................................. 15
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ARTICLE VIII Net Asset Value, Distributions, and Redemptions ................................... 16

Section 8.1. Determination of Net Asset Value, Net Income, and Distributions. ........... 16
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Section 8.2. Redemptions and Repurchases. ............................................... 16
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Section 8.3. Redemptions at the Option of the Trust. .................................... 16
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Section 8.4. Transfer of Shares. ........................................................ 17
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ARTICLE IX Limitation of Liability ............................................................. 17

Section 9.1. Indemnification and Limitation of Liability. ............................... 17
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Section 9.2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. ............. 18
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Section 9.3. Liability of Third Persons Dealing with Trustees. .......................... 18
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Section 9.4. Insurance. ................................................................. 18
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ARTICLE X Termination and Merger ............................................................... 18

Section 10.1. Termination of Trust or Series. ............................................ 18
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Section 10.2. Merger and Consolidation. .................................................. 18
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ARTICLE XI Miscellaneous ....................................................................... 19

Section 11.1. Amendments. ................................................................ 19
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Section 11.2. Filing of Copies. .......................................................... 19
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Section 11.3. References and Headings. ................................................... 19
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Section 11.4. Applicable Law. ............................................................ 19
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Section 11.5. Provisions in Conflict with Law or Regulations. ............................ 20
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Section 11.6. Business Trust Only. ....................................................... 20
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Section 11.7. Counterparts. .............................................................. 20
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AGREEMENT AND DECLARATION OF TRUST

SMITHGRAHAM INSTITUTIONAL FUNDS

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of
the 30th day of May, 2002 by the sole Trustee named hereunder.

WHEREAS, the sole Trustee desires to create a business trust pursuant
to the Delaware Act for the investment and reinvestment of funds contributed
thereto;

NOW, THEREFORE, the sole Trustee hereby directs that a Certificate of
Trust be filed with the Office of the Secretary of State of Delaware and does
hereby declare that all money and property contributed to the Trust hereunder
shall be held and managed in trust under this Agreement for the benefit of the
Shareholders as herein set forth below.

ARTICLE I
Name and Definitions

Section 1.1. Name. This trust shall be known as "SmithGraham
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Institutional Funds" and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time determine.

Section 1.2. Definitions. Whenever used herein, unless otherwise
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required by the context or specifically provided:

1.2.1. "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time.

1.2.2. "Class" shall mean a class of Shares of a Series of the
Trust established in accordance with the provisions of Article III hereof.

1.2.3. "Declaration of Trust" shall mean this Agreement and
Declaration of Trust, as amended or restated from time to time.

1.2.4. "Delaware Act" refers to the Delaware Business Trust
Act, 12 Del. C. Section 3801 et seq., as such act may be amended from time to
time.

1.2.5. "Class Expenses" shall mean expenses incurred by a
particular Class in connection with a shareholder services arrangement or a
distribution plan that is specific to such Class or any other differing share of
expenses or differing fees, in each case, pursuant to a plan adopted by the
Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or rule may be
amended from time to time.

1.2.6. "Commission" shall mean the Securities and Exchange
Commission.

1.2.7. "General Assets" shall have the meaning set forth in
Section 3.4.1 hereof.

1.2.8. "Investment Manager" or "Manager" shall mean a party
furnishing services to the Trust pursuant to any contract described in Section
6.1 hereof,

1.2.9. "Person" shall mean and include any of the following:
individuals, corporations, partnerships, trusts, foundations, plans,
associations, joint ventures, estates and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof,
whether domestic or foreign.

1.2.10. "Principal Underwriter" shall have the meaning set forth
in Section (2)(a)(29) of the 0000 Xxx.

1.2.11. "Proportionate Interest" shall have the meaning set
forth in Section 3.2.2 hereof.

1.2.12. "Series" refers to each series of Shares established and
designated under or in accordance with the provisions of Article III hereof.

1.2.13. "Shares" means the shares of beneficial 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.

1.2.14. "Shareholder" means a record owner of outstanding Shares
of the Trust.

1.2.15. "Trust" refers to the Delaware business trust
established by this Declaration of Trust.

1.2.16. "Trustees" refers to the person who has signed this
Declaration of Trust, so long as he continues in office in accordance with the
terms hereof, and all other persons who may from time to time be duly elected or
appointed to serve on the Board of Trustees in accordance with the provisions
hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in their capacity as trustees hereunder and not individually.

1.2.17. "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.

1.2.18. "1940 Act" refers to the Investment Company Act of 1940,
and the rules and regulations promulgated thereunder, each as amended from time
to time. References herein to specific sections of the 1940 Act shall be deemed
to include such rules and regulations as are applicable to such sections as
determined by the Trustees or their designees.

ARTICLE II
Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the
business of an open-end management investment company registered under the 1940
Act through one or more Series investing primarily in securities and to carry on
such other business as the Trustees may from time to time determine pursuant to
authority under this Declaration of Trust.

ARTICLE III
Shares

Section 3.1. Shares of Beneficial Interest.
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3.1.1. The beneficial interest in the Trust shall at all times
be divided into an unlimited number of Shares, with no par value. Shares shall
be validly issued, fully paid and non-assessable when issued for such
consideration as the Trustees shall determine. All Shares issued in connection
with a dividend or other distribution in Shares or a split or reverse split of
Shares shall be fully paid and non-assessable.

3.1.2. Pursuant to Section 3806(b) of the Delaware Act, the
Trustees shall have authority, from time to time, (i) to establish Shares of a
Series, each of which constitutes a Series and shall be separate and distinct
from the Shares in any other Series and (ii) to further divide Shares of any
Series into one or more separate and distinct classes of Shares, each of which
constitutes a Class.

3.1.3. The Trustees shall have exclusive power, without the
requirement of Shareholder approval, from time to time, to establish and
designate such separate and distinct Series, and, subject to the provisions of
this Declaration of Trust and the 1940 Act, to fix and determine the rights of
Shareholders of Shares in such Series. If only one Series shall be established,
unless provided for otherwise the Shares shall have the rights and preferences
provided for herein and in Section 3.4 hereof to the extent relevant.

3.1.4. This Trust is a series trust pursuant to Sections
3804(a) and 3806(b) of the Delaware Act, and each Series shall be a separate
series of the Trust within the meaning of Section 3806(b)(2) of the Delaware
Act. As such, separate and distinct records shall be maintained for each Series
and the assets of the Trust associated with each Series shall be held and
accounted for separately from the other assets of the Trust or any other Series.
The debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to each Series shall be enforceable against the
assets of such Series only, and not against the assets of the Trust generally or
the assets of any other Series nor shall the assets of any Series be charged
with the debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to another Series, or, except as otherwise
provided herein, the Trust generally.

Section 3.2. Establishment and Designation of Shares.
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3.2.1. The Trust shall consist of one or more separate and
distinct Series, each established by the Trustees by adoption of a resolution,
with an unlimited number of Shares

unless otherwise specified. The Trustees may, by adoption of a resolution,
establish one or more Classes of Shares of any Series, each with an unlimited
number of Shares unless otherwise specified.

3.2.2. Each Class so established and designated shall represent
a proportionate undivided interest (as determined by or at the direction of, or
pursuant to authority granted by, the Trustees, consistent with industry
practice) ("Proportionate Interest") in the net assets belonging to that Series
and shall have identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations and designations and be subject
to the same terms and conditions, except that (i) Class Expenses allocated to a
Class for which such expenses were incurred shall be borne solely by that Class,
(ii) other expenses, costs, charges and reserves allocated to a Class in
accordance with Section 3.4.2 may be borne solely by that Class, provided that
the allocation of such other expenses, costs, charges, and reserves is not
specifically required to be set forth in a plan adopted by the Trust pursuant to
Rule 18f-3 under the 1940 Act; (iii) dividends declared and payable to a Class
pursuant to Section 3.4.3 shall reflect the items separately allocated thereto
pursuant to the preceding clauses, (iv) each Class may have separate rights to
convert to another Class, exchange rights, and similar rights, each as
determined by the Trustees, and (v) subject to Section 7.1 hereof, each Class
may have exclusive voting rights with respect to matters affecting only that
Class. Any fractional Share of a Series shall have proportionately all rights
and obligations of a whole share of such Series, including rights with respect
to voting, receipt of dividends and distributions and redemptions of Shares as
set forth in Section 3.4 hereof.

Section 3.3. Actions Affecting Series. Subject to the right of
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Shareholders, if any to vote pursuant to Section 7.1, the Trustees shall have
full power and authority, in their sole discretion without obtaining any prior
authorization or vote of the Shareholders of any Series, or any Class or Classes
thereof, to fix or change such preferences, voting powers, rights and privileges
of any Series, or Classes thereof, as the Trustees may from time to time
determine, including any change that may adversely affect a Shareholder (but if
Shares have been issued, approval of the Shareholders shall be required to adopt
any amendments to this Declaration of Trust which would adversely affect to a
material degree the rights and preferences of the Shares of any Series or to
increase or decrease the par value of the Shares of any Series); to divide or
combine the Shares of any Series, or Classes thereof, into a greater or lesser
number; to classify, reclassify or convert any issued Shares of any Series, or
Classes thereof, into one or more Series or Classes of Shares of a Series; and
to take such other action with respect to the Shares as the Trustees may deem
desirable. A Series may issue any number of shares but need not issue any
shares. At any time that there are no outstanding Shares of any particular
Series previously established and designated, the Trustees may abolish that
Series and the establishment or and designation thereof.

Section 3.4. Relative Rights and Preferences. Shares of each
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Series established pursuant to Section 3.2 hereof, unless otherwise provided in
the resolution establishing such Series, shall have the following relative
rights and preferences:

3.4.1. Assets Held with Respect to a Particular Series.
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(a) Specific Assets. All consideration received by the
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Trust for the issue or sale of Shares of a particular Series, including
dividends and distributions paid by, and reinvested in, such Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof from whatever source derived,
including, without limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets held with respect to"
that Series.

(b) General Assets. In the event that there are any
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assets, income, earnings, profits and proceeds thereof, funds or payments which
are not readily identifiable as assets held with respect to any particular
Series (collectively "General Assets"), the Trustees shall allocate such General
Assets to, between or among any one or more of the Series in such manner and on
such basis as the Trustees, in their sole discretion, deem fair and equitable,
and any General Asset so allocated to a particular Series shall be held with
respect to that Series. Each such allocation by the Trustees shall be conclusive
and binding upon the Shareholders of all Series for all purposes in absence of
manifest error.

(c) Each Class of a Series shall have a Proportionate
Interest in the net assets belonging to that Series. References herein to
assets, expenses, charges, costs and reserves "allocable" or "allocated" to a
particular Class of a Series shall mean the aggregate amount of such items
multiplied by the Class's Propionate Interest.

3.4.2. Liabilities Held with Respect to a Particular Series.
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(a) Specific Liabilities. The assets of the Trust held
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with respect to each Series shall be charged with the liabilities of the Trust
with respect to such Series and all expenses, costs, charges and reserves
attributable to such Series. Class Expenses shall, in all cases, be allocated to
the Class for which such Class Expenses were incurred.

(b) General Liabilities. Any general liabilities,
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expenses, costs, charges or reserves of the Trust or any Series that are not
readily identifiable as belonging to a particular Series or any particular Class
thereof shall be allocated and charged by the Trustees, between or among any one
or more of the Series or Classes in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all purposes in
absence of manifest error.

(c) All Persons who have extended credit which has been
allocated to a particular Series, or who have a claim or contract which has been
allocated to a

Series, shall look exclusively to the assets held with respect to such Series
for payment of such credit, claim, or contract. None of the debts, liabilities,
obligations and expenses incurred, contracted or otherwise existing with respect
to the Trust generally that have not been allocated to a specified Series, or
with respect to any other Series, shall be enforceable against the assets of
such specified Series. Each creditor, claimant and contracting party shall be
deemed nevertheless to have agreed to such limitation unless an express
provision to the contrary has been incorporated in the written contract or other
document establishing the contractual relationship.

3.4.3. Dividends, Distributions, Redemptions, and Repurchases.
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Shareholders of any Series shall be entitled to receive dividends and
distributions, when, if and as declared with respect thereto in the manner
provided in Section 8.1 hereof. The Trustees shall have full discretion to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding upon the
Shareholders in absence of manifest error. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash distribution payment plans,
or similar plans as the Trustees deem appropriate.

No Share shall have any priority or preference over any other Share of
the same Series or Class thereof with respect to dividends or distributions of
the Trust or otherwise. All dividends and other distributions on Shares of a
particular Series or Class shall be distributed pro rata to the Shareholders of
such Series or Class, as the case may be, in proportion to the number of Shares
of such Series or Class they held on the record date established for such
payment, provided that such dividends and other distributions on Shares of a
Class shall appropriately reflect Class Expenses and other expenses allocated to
that Class.

No dividend or distribution including, without limitation, any
distribution paid upon termination of the Trust or of any Series or Class with
respect to, or any redemption or repurchase of, the Shares of any Series or
Class shall be effected by the Trust other than from the assets held with
respect to such Series or Class, nor shall any Shareholder of any Series or
Class otherwise have any right or claim against the assets held with respect to
any other Series or Class except to the extent that such Shareholder has such a
right or claim hereunder as a Shareholder of such other Series or Class.

3.4.4. Voting. Each Share shall have voting rights as provided
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in Article VII hereof. All Shares of the Trust entitled to vote on a matter
shall vote without differentiation among the separate Series on a
one-vote-per-Share basis; provided however, if a matter to be voted on affects
only the interests of certain Series, then only the Shareholders of such
affected Series shall be entitled to vote on the matter.

3.4.5. Exchange Privilege. The Trustees shall have the authority
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to provide that the Shareholders of any Series shall have the right to exchange
such Shares for Shares of one or more other Series in accordance with such
requirements and procedures as may be established by the Trustees.

3.4.6. Transferability. The Trustees shall have the authority to
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provide that the Shares of a Series are non-transferable.

3.4.7. Preemptive Rights. Shareholders shall have no preemptive or
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other right to subscribe to any additional Shares or other securities issued by
the Trust or any Series.

Section 3.5. Ownership of Shares. The ownership of Shares shall be recorded
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on the books of the Trust or a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Series and Class
thereof. No certificates evidencing the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of
Shares of each Series and similar matters and, by resolution, may restrict the
transfer of Shares of a Series. 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 the identity of the Shareholders of each Series and as to the number of
Shares of each Series and Class thereof held from time to time by each
Shareholder.

Section 3.6. Investments in the Trust. Investments may be accepted by the
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Trust from such Persons, at such times, on such terms, and for such
consideration as the Trustees from time to time may authorize. Each investment
shall be credited to the Shareholder's account in the form of full and
fractional Shares of the Trust in such Series and Class as the purchaser shall
select, at the net asset value per Share next determined for such Series and
Class after receipt of the investment; provided, however, that the Trustees may,
in their sole discretion, impose a reimbursement fee upon investments in the
Trust.

Section 3.7. Status of Shares and Limitation of Personal Liability. Shares
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shall be deemed to be personal property giving only the rights provided in this
Declaration of Trust, the By-Laws of the Trust and the resolutions of the Board
of Trustees. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms thereof. The death of a
Shareholder during the existence of the Trust shall not operate to terminate the
Trust, 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 shall entitle such representative only to the rights of said
deceased Shareholder under this Declaration of Trust. Ownership of Shares shall
not entitle a Shareholder to any title in or to the whole or any part of the
Trust Property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders as
partners or joint venturers except as specifically provided for pursuant to
Article III herein or by resolution of the Board of Trustees. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholder, 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.

ARTICLE IV
The Board of Trustees

Section 4.1. Number. The number of Trustees constituting the Board of
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Trustees shall be fixed from time to time by a written instrument signed, or by
resolution approved at a duly constituted meeting, by a majority of the Board of
Trustees, provided, however, that the number of Trustees shall in no event be
less than one (1) nor more than fifteen (15).

Section 4.2. Election and Tenure. Subject to the requirements of Section
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16(a) of the 1940 Act, the Board of Trustees, by action of a majority of the
then Trustees at a duly constituted meeting, may fill vacancies in the Board of
Trustees and remove Trustees with or without cause. Each Trustee shall serve
during the continued lifetime of the Trust until he or she dies, resigns, is
declared bankrupt or incompetent by a court of competent jurisdiction, or is
removed. Any Trustee may resign at any time by written instrument signed by him
and delivered to any officer of the Trust or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages or other payment on account of such removal. Any Trustee
may be removed at any meeting of Shareholders by a vote of two-thirds of the
outstanding Shares of the Trust. A meeting of Shareholders for the purpose of
electing or removing one or more Trustees may be called (i) by the Trustees upon
their own vote, or (ii) upon the demand of Shareholders owning 10% or more of
the Shares of the Trust in the aggregate.

Section 4.3. Effect of Death, Resignation, etc. of a Trustee. The death,
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declination, resignation, retirement, removal, or incapacity of one or more
Trustees, or all 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.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Section 4.2, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration of Trust.

Section 4.4. Trustee Compensation. The Trustees as such shall be entitled
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to reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and the
payment for the same by the Trust.

ARTICLE V
Power of the Trustees

Section 5.1. Management of the Trust. The Trustees shall have exclusive and
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absolute control over the Trust Property and over the business of the Trust to
the extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegations as may be
permitted by this Declaration of Trust. 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 State of Delaware, in
any and all states of the United States America, in the District of Columbia, in
any and all commonwealths, territories, dependencies, colonies, or possession of
the United Sates of America, and in any and all foreign jurisdictions and to do
all such other things and execute any and all such instruments that they may
consider desirable, necessary or appropriate in order to promote the interests
of the Trust although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust made by the Trustees
in good faith shall be conclusive. In construing the provisions of this
Agreement, the presumption shall be in favor of a grant of power to the Trustees
and unless otherwise specified herein or required by the 1940 Act or other
applicable law, any action by the Board of Trustees shall be deemed effective if
approved or taken by a majority of the Trustees then in office or a majority of
any duly constituted committee of Trustees. The enumeration of any specific
power in this Declaration of Trust shall not be construed as limiting the
aforesaid power. The powers of the Trustees may be exercised without order of or
resort to any court or other authority.

Section 5.2. Action by Written Consent. Any action required or permitted to
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be taken at any meeting of the Board of Trustees, or any committee thereof, may
be taken without a meeting if a majority (or such greater number as specified
herein or required by the 1940 Act or other applicable law) of the members of
the Board of Trustees or committee (as the case may be) consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Trustees, or committee, except as otherwise provided
in the 1940 Act.

Section 5.3. Powers of the Trustees. Without limiting the provisions of
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Section 5.1, the Trust shall have power and authority:

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

5.3.2. To invest and reinvest cash and cash items, to hold cash
uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write
options on, lend or otherwise deal in or dispose of contracts for the future
acquisition or delivery of all types of securities, futures contracts and
options thereon, and forward currency contracts of every nature and kind,
including, without limitation, all types of bonds, debentures, stocks, preferred
stocks, negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including,
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality or organization, or by any bank or savings institution, or by
any corporation or organization organized under the laws of the United States or
of any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, futures contracts and options thereon, and forward currency
contracts, to change the investments of the assets of the Trust; and to exercise

any and all rights, powers, and privileges of ownership or interest in respect
of any and all such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with respect thereto,
with power to designate one or more Persons, to exercise any of said rights,
powers, and privileges in respect of any of said instruments;

5.3.3. To sell, exchange, lend, pledge, mortgage, hypothecate, lease,
or write options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust or any Series;

5.3.4. 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 proxies or powers of attorney to such person or persons (including any
officer of the Trust or the Investment Manager) 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;

5.3.5. To exercise powers and right of subscription or otherwise which
in any manner arise out of ownership of securities;

5.3.6. To hold any security or property in a form not indicating that
it is Trust Property, whether in bearer, book entry, unregistered or other
negotiable form, or in its own name or in the name of a custodian or
subcustodian or a nominee or nominees or otherwise or to authorize the custodian
or a subcustodian or a nominee or nominees to deposit the same in a securities
depository, subject in each case to the applicable provisions of the 1940 Act;

5.3.7. To consent to, or participate in, any plan for the
reorganization, consolidation or merger of any corporation or issuer of any
security which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer; to
exchange any of the securities of any company for the securities issued therefor
upon any such reorganization, merger, consolidation, sale, lease or mortgage;
and to pay calls or subscriptions with respect to any security held in the
Trust;

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

5.3.9. To litigate, compromise, arbitrate, settle or otherwise adjust
claims in favor of or against the Trust or a Series, or any matter in
controversy, including but not limited to claims for taxes;

5.3.10. To enter into joint ventures, general or limited partnerships
and any other combinations or associations;

5.3.11. To borrow funds or other property in the name of the Trust or
Series exclusively for Trust purposes;

5.3.12. To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;

5.3.13. Subject to Article IX, to purchase and pay for entirely out of
Trust Property such insurance as the Trustees may deem necessary, desirable or
appropriate for the conduct of the business, including, without limitation,
insurance policies insuring the assets of the Trust or payment of distributions
and principal on its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, Investment Manager,
Principal Underwriters, or independent contractors of the Trust, individually
against all claims and liabilities of every nature arising by reason of holding
Shares, 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
Trustee, officer, employee, agent, Investment Manager, Principal Underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence;

5.3.14. Subject to the provisions of Section 3804 of the Delaware Act,
to allocate assets, liabilities and expenses of the Trust to a particular Series
or to apportion the same between or among two or more Series, provided that any
liabilities or expenses incurred by a particular Series shall be payable solely
out of the assets of that Series;

5.3.15. To adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;

5.3.16. To adopt, amend and repeal By-Laws not inconsistent with this
Declaration of Trust providing for the regulation and management of the affairs
of the Trust;

5.3.17. To elect and remove such officers and appoint and terminate
such agents as they consider appropriate;

5.3.18. To appoint from their own and establish and terminate one or
more committees consisting of two or more Trustees who may exercise the powers
and authority of the Board of Trustees to the extent that the Trustees determine
and to adopt a committee charter providing for such responsibilities;

5.3.19. To employ one or more custodians of the assets of the Trust
and may authorize such custodians to employ subcustodians and to deposit all or
any part of such assets in a system or systems for the central handling of
securities or with a Federal Reserve Bank;

5.3.20. To retain a transfer agent or a shareholder servicing agent,
or both;

5.3.21. To provide for the issuance and distribution of Shares by the
Trust directly or through one or more Principal Underwriters or otherwise;

5.3.22. To set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series;

5.3.23. To establish from time to time separate and
distinct Series with separately defined investment objectives and policies and
distinct investment purpose in accordance with Article III hereof;

5.3.24. To interpret the investment policies, practices or
limitations of any Series;

5.3.25. To establish, from time to time, a minimum
investment for Shareholders in the Trust or in one or more Series, or to require
the redemption of the Shares of any Shareholder whose investment is less than
such minimum upon giving notice to such Shareholder or in accordance with
Section 8.3;

5.3.26. To delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian, transfer or
servicing agents, Investment Manager or Principal Underwriter;

5.3.27. In general to carry on any other business in
connection with or incidental to any of the foregoing powers, to do everything
necessary, suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power set forth herein,
either alone or in association with others, and to do every other act or thing
incidental or appurtenant to or arising from the businesses, purposes, objects
or powers set forth above.

The Trust shall not be limited to investing in obligations
maturing before the possible termination of the Trust or one or more of its
Series. The Trust shall not in any way be bound or limited by any present or
future law or custom in regard to investment by fiduciaries. The Trust shall not
be required to obtain any court order to deal with any assets of the Trust or
take any other action hereunder.

Section 5.4. Payment of Expenses by the Trust. The Trustees
--------------------------------
are authorized to pay or cause to be paid out of the principal or income of the
Trust or a Series, or partly out of the principal and partly out of income, and
to charge or allocate the same to, between or among such one or more of the
Series, all expenses, fees, charges, taxes and liabilities incurred or arising
in connection with the Trust or Series, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
Investment Manager, Principal Underwriter, auditors, counsel, custodian,
transfer agent, servicing agents, and such other agents or independent
contractors and such other expenses and charges as the Trustees may deem
necessary or proper to incur.

Section 5.5. Ownership of Assets of the Trust. Title to all of
--------------------------------
the assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees shall have power to cause legal title to any 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 in the name of any other Person as nominee, on such

terms as the Trustees may determine. Upon the resignation, incompetency,
bankruptcy, removal, or death of a Trustee he or she shall automatically cease
to have any such title in any of the Trust Property, and the title of such
Trustee in the Trust Property shall vest automatically in the remaining
Trustees. Such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered. The Trustees may
determine that the Trust or the Trustees, acting for and on behalf of the Trust,
shall be deemed to hold beneficial ownership of any income earned on the
securities owned by the Trust, whether domestic or foreign.

Section 5.6. Issuance and Repurchase of Shares. The Trustees
---------------------------------
shall have the power to issue, sell, transfer, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, or other wise deal in Shares
and, subject to applicable law and the provisions set forth in Section 3.3
hereof, to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust, or any assets
belonging to the particular Series, with respect to which such Shares are
issued.

Section 5.7. Power of Board of Trustees to Change Provisions
-----------------------------------------------
Relating to Shares. Notwithstanding any other provision of this Declaration of
------------------
Trust to the contrary, and without limiting the power of the Board of Trustees
to amend the Declaration of Trust, the Board of Trustees shall have the power to
amend this Declaration of Trust, at any time and from time to time, in such
manner as the Board of Trustees may determine in their sole discretion, without
the need for action by any Shareholder, so as to add to, delete, replace or
otherwise modify any provisions relating to the Shares contained in this
Declaration of Trust, provided that before adopting any such amendment without
approval of the Shareholders, the Board of Trustees shall determine that it is
consistent with the fair and equitable treatment of all Shareholders or that
approval of the Shareholders is not required by the 1940 Act or other applicable
law. If Shares have been issued, approval of the Shareholders shall be required
to adopt any amendments to this Declaration of Trust which would adversely
affect to a material degree the rights and preferences of the Shares of any
Series or to increase or decrease the par value of the Shares of any Series.

ARTICLE VI
Service Contracts

Section 6.1. Investment Manager. The Trustees may, at any time
------------------
and from time to time, contract for exclusive or nonexclusive advisory,
management and/or administrative services for the Trust or for any Series with
any Person; and any such contract may contain such other terms as the Trustees
may determine, including without limitation, authority for the Investment
Manager to determine from time to time without prior consultation with the
Trustees what investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held uninvested and to make
changes in the Trust's investments, and such other responsibilities as may
specifically be delegated to such Person.

The Trustees may authorize the Investment Manager to employ,
from time to time, one or more sub-advisers to perform such of the acts and
services of the Investment Manager, and upon such terms and conditions, as may
be agreed among the Trustees, the Investment Manager and sub-adviser. Any
reference in this Declaration of Trust to the

Investment Manager shall be deemed to include such sub-advisers, unless the
context otherwise requires.

Section 6.2. Principal Underwriter. The Trustees may also, at
---------------------
any time and from time to time, contract with any Persons, appointing such
Persons exclusive or nonexclusive distributor or Principal Underwriter for the
Shares of one or more of the Series or other securities to be issued by the
Trust. Every such contract may contain such other terms as the Trustees may
determine.

Section 6.3. Other Service Contracts. The Trustees are also
-----------------------
empowered, at any time and from time to time, to contract with any Persons,
appointing such Person(s) to serve as custodian(s), transfer agent and/or
shareholder servicing agent for the Trust or one or more of its Series. Every
such contract shall comply with such terms as may be required by the Trustees.
The Trustees are further empowered, at any time and from time to time, to
contract with any Persons to provide such other services to the Trust or one or
more of the Series, as the Trustees determine to be in the best interests of the
Trust and the applicable Series.

Section 6.4. Validity of Contracts. The fact that:
---------------------

(a) any of the Shareholders, Trustees, or
officers of the Trust is a shareholder, director, officer, partner, trustee,
employee, Manager, adviser, Principal Underwriter, distributor, or affiliate or
agent of or for any Person with which an advisory, management or administration
contract, or Principal Underwriter's or distributor's contract, or transfer,
shareholder servicing or other type of service contract may be made, or

(b) any Person with which an advisory, management
or administration contract or Principal Underwriter's or distributor's contract,
or transfer, shareholder servicing or other type of service contract may be made
also has an advisory, management or administration contract, or Principal
Underwriter's or distributor's contract, or transfer, shareholder servicing or
other service contract, or has other business or interests with any other
Person, shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
Shareholders, provided approval of each such contract is made pursuant to the
applicable requirements of the 1940 Act.

ARTICLE VII
Shareholders' Voting Powers and Meetings

Section 7.1. Voting Powers. Subject to Section 3.4.4, the
-------------
Shareholders shall have right to vote only (i) for removal of Trustees as
provided in Section 4.2 hereof, (ii) with respect to such additional matters
relating to the Trust as may be required by the applicable provisions of the
1940 Act, including Section 16(a) thereof, (iii) with respect to matters
specified in Section 10.2 and (iv) on such other matters 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. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy. 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 7.2. Voting Power and Meetings. Meetings of the
-------------------------
Shareholders may be called by the Trustees for the purposes described in Section
7.1 hereof. A meeting of Shareholders may be held at any place designated by the
Trustees. Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees to each Shareholder entitled to vote at such meeting
at least seven (7) days before such meeting, stating the time and place of the
meeting. Whenever notice of a meeting is required to be given to a Shareholder
under this Declaration of Trust, a written waiver thereof, executed before or
after the meeting by such Shareholder or his or her attorney thereunto
authorized and filed with the records of the meeting, or actual attendance at
the meeting of Shareholders in person or by proxy, shall be deemed equivalent to
such notice.

Section 7.3. Quorum and Required Vote. Except when a larger
------------------------
quorum is required by the applicable provisions of the 1940 Act, forty percent
(40%) of the Shares entitled to vote on a matter shall constitute a quorum at a
meeting of the Shareholders. Any meeting of Shareholders may be adjourned from
time to time by a majority of the votes properly cast upon the question of
adjourning a meeting to another date and time, whether or not a quorum is
present, and the meeting may be held as adjourned within a reasonable time after
the date set for the original meeting without further notice. Subject to Section
3.4.4 and the applicable provisions of the 1940 Act, when a quorum is present at
any meeting, a majority of the Shares voted shall decide any questions except
only a plurality vote shall be necessary to elect Trustees.

Section 7.4. Action by Written Consent. Any action taken by
-------------------------
Shareholders may be taken without a meeting if Shareholders holding a majority
of the Shares entitled to vote on the matter (or such larger proportion thereof
as shall be required by any express provision of this Declaration of Trust or by
the By-Laws) and holding a majority (or such larger proportion as aforesaid) of
the Shares of any Series (or Class) entitled to vote separately on the matter
consent to the action in writing and such written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

Section 7.5. Record Dates. For the purpose of determining the
------------
Shareholders who are entitled to vote or act at any meeting or any adjournment
thereof, the Trustees may fix a time, which shall be not more than ninety (90)
days before the date of any meeting of Shareholders, as the record date for
determining the Shareholders having the right to notice of and to vote at such
meeting and any adjournment thereof, and in such case only Shareholders of
record on such record date shall have such right, notwithstanding any transfer
of Shares on the books of the Trust after the record date. For the purpose of
determining the Shareholders who are entitled to receive payment of any dividend
or of any other distribution, the Trustees may fix a date, which shall be before
the date for the payment of such dividend or distribution, as the record date
for determining the Shareholders having the right to receive such dividend or
distribution. Nothing in this Section shall be construed as precluding the
Trustees from setting different record dates for different Series.

ARTICLE VIII
Net Asset Value, Distributions, and Redemptions

Section 8.1. Determination of Net Asset Value, Net Income, and
-------------------------------------------------
Distributions. The Trustees, in their absolute discretion, may prescribe and
-------------
shall set forth in the By-laws or in a duly adopted resolution of the Trustees
such bases and time for determining the per Share net asset value of the Shares
of any Series and the net income attributable to the Shares of any Series and
the declaration and payment of dividends and distributions on the Shares of any
Series, as they may deem necessary or desirable.

Section 8.2. Redemptions and Repurchases.
---------------------------

8.2.1. The Trust shall purchase such Shares as are
offered by any Shareholder for redemption, upon the presentation of a proper
instrument of transfer together with a request directed to the Trust or a Person
designated by the Trust that the Trust redeem such Shares or in accordance with
such procedures for redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof, in accordance with
the By-Laws, the applicable provisions of the 1940 Act or as further provided by
resolution of the Trustees. Payment for said Shares shall be made by the Trust
to the Shareholder within seven days after the date on which the request for
redemption is received in proper form. The obligation set forth in this Section
8.2 is subject to the provision that in the event that any time the New York
Stock Exchange (the "Exchange") is closed for other than weekends or holidays,
or if permitted by the rules of the Commission during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for the Trust to dispose of the investments of the applicable Series or to
determine fairly the value of the net assets held with respect to such Series or
during any other period permitted by order of the Commission for the protection
of investors, such obligations may be suspended or postponed by the Trustees.

8.2.2. The redemption price may in any case or cases
be paid in cash or wholly or partly in kind if the Trustees determine that such
payment is advisable in the interest of the remaining Shareholders of the Series
of which the Shares are being redeemed. Subject to the foregoing, the selection
and quantity of securities or other property so paid or delivered as all or part
of the redemption price shall be determined by or under authority of the
Trustees. In no case shall the Trust be liable for any delay of any corporation
or other Person in transferring securities selected for delivery as all or part
of any payment in kind.

Section 8.3. Redemptions at the Option of the Trust. The Trust
--------------------------------------
shall have the right, at its option, upon thirty (30) days notice to the
affected Shareholder at any time to redeem Shares of such Shareholder at the net
asset value thereof as described in Section 8.1 herein or as further provided by
resolution of Trustees: (i) if at such time such Shareholder owns Shares of any
Series having an aggregate net asset value of less than a minimum value
determined from time to time by the Trustees; (ii) to the extent that such
Shareholder owns Shares of a Series equal to or in excess of a maximum
percentage of the outstanding Shares of such Series determined from time to time
by the Trustees; (iii) to the extent that such Shareholder owns Shares equal to
or in excess of a maximum percentage, determined from time to time by the
Trustees, of the outstanding Shares of the Trust. The Trustees may also, at
their option, call for the redemption of Shares of any Shareholder or may refuse
to transfer or issue Shares to any

Person to the extent that the same is necessary to comply with applicable law or
advisable to further the purpose for which the Trust was established. In
furtherance of the purposes of the Trust, if an executive officer of the Trust
has determined that a Shareholder has engaged in excessive trading in Shares of
a Series, the Trust may require such Shareholder to redeem such Shareholder's
Shares at the net asset value thereof as described in Section 8.1.

To the extent permitted by law, the Trustees may retain the proceeds
of any redemption of Shares required by them for payments of amounts due and
owing by a Shareholder to the Trust or any Series.

Section 8.4. Transfer of Shares. Except to the extent that the
------------------
Trustees have provided by resolution that the Shares of a Series are
non-transferable, the Trust shall transfer Shares held of record by any Person
to any other Person upon receipt by the Trust or a Person designated by the
Trust of a written request therefore in such form and pursuant to such
procedures as may be approved by the Trustees.

ARTICLE IX
Limitation of Liability

Section 9.1. Indemnification and Limitation of Liability. The Trustees
-------------------------------------------
shall not be responsible or liable in any event for any neglect or wrong-doing
of any officer, agent, employee, Manager or Principal Underwriter of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee, and the Trust out of its assets shall indemnify and hold harmless each
and every Trustee and officer of the Trust from and against any and all claims,
demands, costs, losses, expenses, judgments, fines, settlements, damages and
other amounts actually and reasonable incurred whatsoever arising out of or
related to such person's performance of his or her duties as a Trustee or
officer of the Trust; provided that such person acted in good faith and
reasonably believed: (a) that his conduct was in the Trust's best interests and
(b) in the case of a criminal proceeding, that he had no reasonable cause to
believe his conduct was unlawful; and further provided that nothing herein
contained shall indemnify, hold harmless or protect any Trustee or officer from
or against any liability to the Trust or any Shareholder to which he or she
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 or
her office.

The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
Trust or that the person had reasonable cause to believe that his conduct was
unlawful.

Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.

Section 9.2. Trustee's Good Faith Action, Expert Advice, No Bond or
------------------------------------------------------
Surety. The exercise by the Trustees of their powers hereunder shall be binding
------
upon everyone interested in or dealing with the Trust. A Trustee shall be liable
to the Trust and to any Shareholder solely for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and 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 shall be under no liability for any act or omission in
accordance with such advice nor 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 9.3. Liability of Third Persons Dealing with Trustees. No
------------------------------------------------
Person dealing with the Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred to the Trust or
upon its order.

Section 9.4. Insurance. The Trustees shall be entitled and empowered
---------
to the fullest extent permitted by law to purchase with Trust assets insurance
for liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust.

ARTICLE X
Termination and Merger

Section 10.1. Termination of Trust or Series. Unless terminated as
------------------------------
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by the Trustees upon sixty (60) days prior written
notice to the Shareholders. Any Series may be terminated at any time by the
Trustees upon sixty (60) days prior written notice to the Shareholders of that
Series.

Upon termination of the Trust (or any Series, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities held, severally, with respect to each Series (or the applicable
Series, as the case may be), whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall, in accordance with such procedures
as the Trustees consider appropriate, reduce the remaining assets held,
severally, with respect to each Series (or the applicable Series, as the case
may be), to distributable form in cash or shares or other securities, and any
combination thereof, and distribute the proceeds held with respect to each
Series (or the applicable Series, as the case may be), (i) to the Shareholders
of a Series not taxable as partnerships for federal income tax purposes, as a
Series, pro rata according to the number of Shares of that Series held by the
several Shareholders on the date of termination and, (ii) to the Shareholders of
a Series, as a Series, in accordance with the positive Book Capital Account
balances of the Shareholders.

Section 10.2. Merger and Consolidation. The Trustees may cause (i) the
------------------------
Trust or one or more of its Series to the extent consistent with applicable law
to be merged into or consolidated with another Trust, Series or Person, (ii) the
Shares of the Trust or any Series to be

converted into beneficial interests in another business trust (or Series
thereof), (iii) the Shares to be exchanged for assets or property under or
pursuant to any state or federal statute to the extent permitted by law or (iv)
a sale of assets of the Trust or one or more of its Series. Such merger or
consolidation, Share conversion, Share exchange or sale of assets must be
authorized by appropriate Shareholder vote; provided that in all respects not
governed by statute or applicable law, the Trustees shall have power to
prescribe the procedure necessary or appropriate to accomplish a sale of assets,
Share exchange, merger or consolidation including the power to create one or
more separate business trusts to which all or any part of the assets,
liabilities, profits or losses of the Trust may be transferred and to provide
for the conversion of Shares of the Trust or any Series into beneficial
interests in such separate business trust or trusts (or Series thereof).

ARTICLE XI
Miscellaneous

Section 11.1. Amendments. The Trustees may amend this Declaration of
----------
Trust by making an amendment to this Agreement, an agreement supplemental
hereto, or an amended and restated trust instrument. Any such amendment, having
been approved by a majority of the Trustees then holding office, shall become
effective, unless otherwise provided by such Trustees, upon execution by a duly
authorized officer of the Trust. The Certificate of Trust of the Trust may be
restated and/or amended by a similar procedure, and any such restatement and/or
amendment shall be effective immediately upon filing with the Office of the
Secretary of State of the State of Delaware or upon such future date as may be
stated therein.

Section 11.2. Filing of Copies. The original or a copy of this
----------------
instrument and of each restatement and/or amendment hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. Anyone dealing
with the Trust may rely on a certificate by an officer of the Trust as to
whether or not any such restatements and/or amendments 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 an officer of the Trust
to be a copy of this instrument or of any such restatements and/or amendments.

Section 11.3. References and Headings. In this instrument and in any
-----------------------
such restatements and/or amendment, 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 restatements and/or
amendments. Headings are placed herein for convenience of reference only and
shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. Whenever the singular number is used
herein, the same shall include the plural; and the neuter, masculine and
feminine genders shall include each other, as applicable.

Section 11.4. Applicable Law. This Agreement and Declaration of Trust
--------------
is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Act. The Trust
shall be a Delaware business trust pursuant to the Delaware Act, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a business trust.

Section 11.5. Provisions in Conflict with Law or Regulations.
----------------------------------------------

11.5.1. The provisions of the Declaration of Trust are
severable, and if the Trustees shall determine, with the advice of counsel, that
any of such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of the Declaration of Trust; provided, however, that
such determination shall not affect any of the remaining provisions of the
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.

11.5.2. If any provision of the Declaration of Trust 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 the Declaration of Trust in any jurisdiction.

Section 11.6. Business Trust Only. It is the intention of the Trustees
-------------------
to create a business trust pursuant to the Delaware Act, and thereby to create
only the relationship of trustee and beneficial owners within the meaning of
such act between the Trustees and each Shareholder. Except to the extent
provided by resolution of the Trustees establishing a Series intended to be
classified as a partnership for federal income tax purposes, it is not the
intention of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, joint venture, or any form of
legal relationship other than a business trust pursuant to such act, and except
as so provided in such resolution, nothing in this Declaration of Trust shall be
construed to make the Shareholders, either by themselves or with the Trustees,
partners or members of a joint stock association.

Section 11.7. Counterparts. This instrument may be executed in any
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number of counterparts, each of which shall be deemed an original and all of
which, when taken together, shall be deemed to constitute a single document.

IN WITNESS WHEREOF, the sole Trustee named below does hereby make and
enter into this Agreement and Declaration of Trust of the Trust as of this
30th day of May, 2002.

/s/ Xxxxx X. House
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Xxxxx X. House
Sole Trustee

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AGREEMENT AND DECLARATION OF TRUST

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