APPENDIX A SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

APPENDIX A
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

SECOND AMENDED DECLARATION OF TRUST
FOR
THE PEOPLE'S AVENGER FUND BUSINESS TRUST
APRIL 21, 2003

TABLE OF CONTENTS

ARTICLE I; DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II; THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1. Management of the Trust. . . . . . . . . . . . . . . . . . . . . . . 6
2.2. Initial Trustees; Election and Number of Trustees. . . . . . . . . . 6
2.3. Term of Office of Trustees . . . . . . . . . . . . . . . . . . . . . 6
2.4. Vacancies; Appointment of Trustees . . . . . . . . . . . . . . . . . 6
2.5. Temporary Vacancy or Absence . . . . . . . . . . . . . . . . . . . . 6
2.6. Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.7. Action by the Trustees . . . . . . . . . . . . . . . . . . . . . . . 6
2.8. Ownership of Trust Property. . . . . . . . . . . . . . . . . . . . . 7
2.9. Effect of Trustees Not Serving . . . . . . . . . . . . . . . . . . . 7
2.10. Trustees, etc. as Shareholders. . . . . . . . . . . . . . . . . . . 7
2.11. Compensation of the Trustees. . . . . . . . . . . . . . . . . . . . 7
ARTICLE III; POWERS OF THE TRUSTEES. . . . . . . . . . . . . . . . . . . . . 7
3.1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2. Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV; SHARES; SERIES . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1. Establishment of Series of the Shares. . . . . . . . . . . . . . . . 9
4.2. Purchase of the Shares . . . . . . . . . . . . . . . . . . . . . . . 10
4.3. Properties of the Shares, Records, etc . . . . . . . . . . . . . . . 10
4.4. Register of Shares; Certificates . . . . . . . . . . . . . . . . . . 10
4.5. Restrictions on Transfer of the Shares . . . . . . . . . . . . . . . 10
4.6. Status of Shares; Limitation of Shareholder Liability. . . . . . . . 10
4.7. Issuance of Series of the Shares . . . . . . . . . . . . . . . . . . 10
4.8. The Founders Shares. . . . . . . . . . . . . . . . . . . . . . . . . 11
4.9. The Investor Shares. . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10. Insurance Covering Investor Shares. . . . . . . . . . . . . . . . . 12
4.11 The Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V; DISTRIBUTIONS, REDEMPTIONS, AND EXPENSES. . . . . . . . . . . . . 13
5.1. Calculation of Quarterly Income and Payment of Expenses. . . . . . . 13
5.2. Distributions to the Shareholders of the Investor Shares . . . . . . 14
5.3. Distributions to the Shareholders of the Founders Shares . . . . . . 14
5.4. Additional Distributions to the Shareholders of the Investor Shares. 14
5.5. Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.6. Redemption of the Founders Shares. . . . . . . . . . . . . . . . . . 14
5.7. Redemption of the Investor Shares. . . . . . . . . . . . . . . . . . 14
5.8. Requested Redemption by the Trust. . . . . . . . . . . . . . . . . . 15
5.9. Determination of Net Asset Value per Share . . . . . . . . . . . . . 15
5.10. Suspension of Right of Redemption . . . . . . . . . . . . . . . . . 15
ARTICLE VI; SHAREHOLDERS' VOTING POWERS AND MEETINGS . . . . . . . . . . . . 15
6.1. Voting Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.2. Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . 16
6.3. Quorum; Required Vote. . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII; CONTRACTS WITH SERVICE PROVIDERS. . . . . . . . . . . . . . . . 16
7.1. Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.2. Principal Underwriter. . . . . . . . . . . . . . . . . . . . . . . . 16
7.3. Transfer Agency, Shareholder Services, and Administration Agreements 16
7.4. Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.5. Parties to Contracts with Service Providers. . . . . . . . . . . . . 17
ARTICLE VIII; LIMITATION OF LIABILITY AND INDEMNIFICATION. . . . . . . . . . 17
8.1. Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . 17
8.2. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.3. Indemnification of Shareholders. . . . . . . . . . . . . . . . . . . 18

ARTICLE IX; MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.1. Trust Not a Partnership. . . . . . . . . . . . . . . . . . . . . . . 19
9.2. Trustee Action; Expert Advice; No Bond or Surety . . . . . . . . . . 19
9.3. Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.4. Termination of the Trust . . . . . . . . . . . . . . . . . . . . . . 19
9.5. Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.6. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . 20
9.7. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.8. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.9. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.10. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECOND AMENDED DECLARATION OF TRUST
FOR
THE PEOPLE'S AVENGER FUND BUSINESS TRUST

THIS SECOND AMENDED DECLARATION OF TRUST is made by the undersigned
trustees (the "Trustees") on April 21, 2003, to establish a business trust (the
"Trust") for the investment and reinvestment of funds contributed to the Trust
by investors. The Trustees declare that all money and property contributed to
the Trust shall be held and managed IN TRUST pursuant to this Declaration of
Trust. The name of the Trust created by this Declaration of Trust shall continue
to be "The People's Avenger Fund."

ARTICLE I
DEFINITIONS

Unless otherwise provided or required by the context:

1.1. "Bylaws" means the Bylaws of the Trust adopted by the Trustees, as
amended from time to time.

1.2. "Certificate of Trust" means the Certificate of Trust filed with
the Secretary of State of the State of Nevada, as required by Section 88A.210 of
the NRS.

1.3. "Commission," "Interested Person," and "Principal Underwriter"
have the meanings provided in the Investment Company Act.

1.4. "Covered Person" means a person so defined in Section 8.2 hereof.

1.5. "Forward Commitment" means a system developed by investment banks
of syndicating or "laying-off" the difference between the funds needed by
issuers and the funds the investment banks can make available without exceeding
their regulatory limits and those limits imposed by their own corporate polices.
Generally, after becoming aware that the value of an upcoming transaction for
one of its clients will exceed such limits, an investment bank will begin
contacting additional financial institutions in order to obtain commitments, the
"Forward Commitments," from such entities to provide the funds necessary to
cover all or a portion of the required funds the investment bank cannot provide
due to such limits. A Forward Commitment has the effect of satisfying the
regulations necessary to permit the primary investment bank to handle the
transaction. In essence, the Forward Commitment is an agreement to purchase the
debt securities being offered, if the investment bank cannot otherwise place
them.

1.6. "Fund Expense Account" means the account designated by a reference
such as the "Fund Expense Account at [name of Qualified Bank] Bank" established
by the Trustees, which shall be a non-interest bearing special account in the
name of, and for the sole and exclusive benefit of, the Trust. All income of
the Trust generated with respect to our agreement to purchase the registered
debt securities described in this Agreement, any of the Permitted Investments,
or any Qualified Bank's money market accounts will be deposited into the Fund
Expense Account. Moreover, all distributions of Quarterly Income will be paid
out of the Fund Expense Account.

1.7. "Fund Investor Account" means the account designated by a
reference such as the "Fund Investor Account at [name of Qualified Bank] Bank"
established by the Trustees, which shall be a non-interest bearing special
account in the name of, and for the sole and exclusive benefit of, the Trust.
All amounts received by the Trust with respect to the purchase of Investor
Shares will be placed in the Fund Investor Account. The only expenses to be
paid out of the Fund Investor Account will be the premiums for insurance
covering the Investor Shares, for those shareholders electing to purchase such
insurance, the Insured Shareholders. Any such insurance premiums will be
charged to the account of an Insured Shareholder of Investor Shares specifically
electing to purchase such insurance coverage.

1.8. "Insured Shareholder" means a Shareholder who has elected to
purchase insurance from an Insurer.

Share must be written by an insurance company licensed to provide insurance
within the United States and must have an A.M. Best rating of "A" or higher.

1.10. "Investor Returns" means, for each of the Investor Shares, an
amount of cash actually earned resulting from the "best efforts" of the Trustees
under this Declaration of Trust, which shall be distributable as provided in
this Declaration of Trust. As used herein, "best efforts" means that the
Trustees will do their best to generate earnings for each Shareholder of an
Investor Share, but do not guarantee that there will be any Investor Returns.

1.11. "Majority Shareholder Vote" means "the vote of a majority of the
outstanding voting securities" as defined in the Investment Company Act.

1.12. "Net Asset Value per Share" means the net asset value of each
Series of the Trust, determined as provided in Section 5.9 hereof.

1.13. "NRS" means Chapter 88A of the Nevada Revised Statutes entitled
"Business Trusts," as amended, from time to time.

1.14. "Outstanding Shares" means Shares shown on the books of the Trust
or its transfer agent as then issued and outstanding, but does not include
Shares which have been repurchased or redeemed by the Trust and which are held
in the treasury of the Trust.

1.15. "Permitted Investments" mean debt securities which satisfy all of
the following criteria:

(a) The securities are issued by an entity having, at the time the
Forward Commitment is issued, a long-term credit rating of at least "A+" by
Standard & ▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇▇, "▇▇" by ▇▇▇▇▇'▇ Investors Service, or the
equivalent rating of any other recognized rating service;

(b) The securities are registered pursuant to the Securities Act;

(c) The Trust must not be deemed to be an affiliate of the issuer
of the securities, as that term is defined in the Securities Act;

(d) On the date that the securities are electronically delivered
by their underwriter to the Trust, the securities (i) have a yield to maturity
of at least 350 basis points higher per annum than the 10 year U.S. Treasury
market rate on such date; or (ii) provide a yield to maturity of 200 basis
points higher per annum than the market rate for such security class on the day
of delivery, whichever is greater; and

(e) The securities (i) do not bear interest only, and (ii) do not
have a final maturity of more than 10 years.

1.16. "Other Qualified Investments" mean investments the Trust may make
in a Qualified Bank's money market accounts to the extent that the cash of the
Trust is not invested in the Permitted Investments, as follows:

(a) In United States Government Obligations, or in the Qualified
Bank's primary money market account or any other obligation of a Qualified Bank,
purchased directly or indirectly using a licensed broker-dealer or a fund
restricted to these investment guidelines, but in all cases only where the
issuer is a Qualified Bank, provided such obligations are redeemable within 72
hours, excluding weekends and U.S. bank holidays, for an amount equal to or
greater than the amount paid for such obligations; or

(b) Provided the Trust shall not become subject to early
withdrawal penalties in excess of the interest earned during the period of
investment, in any of the Qualified Bank's short term time deposits having a
maturity of not more than 365 days.

1.17. "Qualified Bank" means any bank selected by the Trustees, which
satisfies all of the following criteria:

(a) Such bank maintains a rating of at least "A-1" by Standard &
Poor's Corporation, "P1" by Moody's Investor's Service, or an equivalent rating
of a recognized rating service;

(b) Such bank satisfies all requirements of the Investment Company
Act;

(d) Such bank maintains a securities department or owns a
securities company;

(e) Such bank has not failed to honor a Forward Commitment or any
similar obligation at any time; and

(f) Such bank is acceptable to the Insurer.

The Qualified Bank initially designated by the Trustees is ▇▇▇▇▇ Fargo,
whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
telephone (▇▇▇) ▇▇▇-▇▇▇▇. However, if an Insurer requires the Trust to use a
different Qualified Bank, any such Qualified Bank must meet the qualifications
for a Qualified Bank specified herein. The term Qualified Bank shall also
include any registered broker dealer primary securities firm with self-clearing
and Fed-wire capabilities, provided such firm has a Fitch rating of "A+" or
better, and maintains Securities Investor Protection Corporation insurance
coverage, or equivalent coverage.

1.18. "Quarterly Income" means, for the applicable quarterly period,
the total of:

(a) The Standstill Income for such period; and

(b) All income generated from the investment transactions entered
into by the Trustees during such period, as permitted herein.

1.19. "Series" means a series of Shares established pursuant to Article
IV hereof.

1.20. "Shareholder" means a record owner of Outstanding Shares.

1.21. "Shares" means the equal proportionate Shares of interest into
which the beneficial interest of each Series is divided from time to time
(including whole Shares and fractions of Shares).

1.22. "Standstill Income" means all income generated though the
investment of cash contained in the Fund Expense Account as provided in Section
4.8(c) hereof.

1.23. The "Securities Act" means the Securities Act of 1933, as amended
from time to time.

1.24. The "Investment Company Act" means the Investment Company Act of
1940, as amended from time to time.

1.25. "Trust" means The People's Avenger Fund Business Trust,
established hereby.

1.26. "Trustees" means the persons who have signed this Declaration of
Trust, so long as they shall continue in office in accordance with the terms
hereof, and all other persons who may from time to time be duly qualified and
serving as Trustees in accordance with Article II hereof, in all cases in their
capacities as Trustees hereunder.

1.27. "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the Trust or any Series
or by the Trustees on behalf of the Trust or any Series.

ARTICLE II
THE TRUSTEES

2.1. Management of the Trust. The business and affairs of the Trust
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shall be managed by or under the direction of the Trustees, and they shall have
all powers necessary or desirable to carry out that responsibility. The
Trustees may execute all instruments and take all action they deem necessary or
desirable to promote the interests of the Trust. Any determination made by the
Trustees in good faith as to what is in the interests of the Trust shall be
conclusive.

2.2. Initial Trustees; Election and Number of Trustees. The initial
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Trustees shall be the persons initially signing this Declaration of Trust. The
number of Trustees (other than the initial Trustees) shall be fixed from time to
time by a majority of the Trustees; provided, that there shall be at least one
Trustee. The Shareholders shall elect the Trustees (other than the initial
Trustees) on such dates as the Trustees may fix from time to time.

2.3. Term of Office of Trustees. Each Trustee shall hold office for
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one year or until his successor is elected or the Trust terminates; except that:

(a) Any Trustee may resign by delivering to the other Trustees or
to any officer of the Trust a written resignation effective upon such delivery
or a later date specified therein;

(b) Any Trustee may be removed with or without cause at any time
by a written instrument signed by at least two-thirds of the other Trustees,
specifying the effective date of removal;

(c) Any Trustee who requests to be retired, or who has become
physically or mentally incapacitated or is otherwise unable to serve, may be
retired by a written instrument signed by a majority of the other Trustees,
specifying the effective date of retirement; and

(d) Any Trustee may be removed at any meeting of the Shareholders
by a vote of at least two-thirds of the Outstanding Shares.

2.4. Vacancies; Appointment of Trustees. Whenever a vacancy shall
-------------------------------------
exist in the Board of Trustees, regardless of the reason for such vacancy, the
remaining Trustees shall appoint any person as they determine in their sole
discretion to fill that vacancy, consistent with the limitations under the
Investment Company Act. Such appointment shall be made by a written instrument
signed by a majority of the Trustees or by a resolution of the Trustees, duly
adopted and recorded in the records of the Trust, specifying the effective date
of the appointment. The Trustees may appoint a new Trustee as provided above in
anticipation of a vacancy expected to occur because of the retirement,
resignation, or removal of a Trustee, or an increase in the number of the
Trustees, provided that such appointment shall become effective only at or after
the expected vacancy occurs. As soon as any such Trustee has accepted his
appointment in writing, the Trust estate shall vest in the new Trustee, together
with the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The power of appointment is subject to
Section 16(a) of the Investment Company Act.

2.5. Temporary Vacancy or Absence. Whenever a vacancy in the Board of
-----------------------------
Trustees shall occur, until such vacancy is filled, or while any Trustee is
absent from his domicile (unless that Trustee has made arrangements to be
informed about, and to participate in, the affairs of the Trust during such
absence), or is physically or mentally incapacitated, the remaining Trustees
shall have all the powers hereunder and their certificate as to such vacancy,
absence, or incapacity shall be conclusive.

2.6. Chairman. The Trustees shall appoint one of their numbers to be
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Chairman of the Board of Trustees. The Chairman shall preside at all meetings
of the Trustees, shall be authorized to execute the policies established by the
Trustees and the administration of the Trust, and may be the chief executive,
financial and/or accounting officer of the Trust.

2.7. Action by the Trustees. The Trustees shall act by majority vote
------------------------
at a meeting duly called (including at a telephonic meeting, unless the
Investment Company Act requires that a particular action be taken only at a
meeting of the Trustees in person) at which a quorum is present or by written
consent of a majority of the Trustees (or such greater number as may be required
by applicable law) without a meeting. A majority of the Trustees shall
constitute a quorum at any meeting. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or by any two
other Trustees. Notice of the time, date and place of all Trustees meetings
shall be given to each Trustee by telephone, facsimile, e-mail, or other
electronic mechanism sent to his home or business address

at least 24 hours in advance of the meeting or by written notice mailed to his
home or business address at least 72 hours in advance of the meeting. Notice
need not be given to any Trustee who attends the meeting without objecting to
the lack of notice or who signs a waiver of notice either before or after the
meeting. Subject to the requirements of the Investment Company Act, the
Trustees by majority vote may delegate to any Trustee or Trustees authority to
approve particular matters or take particular actions on behalf of the Trust.
Any written consent or waiver may be provided and delivered to the Trust by
facsimile, e-mail, or other similar electronic mechanism.

2.8. Ownership of Trust Property. The Trust Property of the Trust and
----------------------------
of each Series 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 any
successor Trustees. All of the Trust Property and legal title thereto shall at
all times be considered as vested in the Trustees on behalf of the Trust, except
that the Trustees may cause legal title to any Trust Property to be held by or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall be deemed to have a severable ownership in any individual
asset of the Trust or of any Series or any right of partition or possession
thereof, but each Shareholder shall have, as provided in Article IV hereof, a
proportionate undivided beneficial interest in the Trust or Series represented
by the Shares.

2.9. Effect of Trustees Not Serving. The death, resignation,
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retirement, removal, incapacity, or inability or refusal to serve 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.

2.10. Trustees, etc. as Shareholders. Subject to any restrictions in
--------------------------------
the Bylaws, any Trustee, officer, agent or independent contractor of the Trust
may acquire, own and dispose of the Shares to the same extent as any other
Shareholder; the Trustees may issue and sell the Shares to and buy the Shares
from any such person or any firm or company in which such person is interested,
subject only to any general limitations herein.

2.11. Compensation of the Trustees. The Trustees will receive
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compensation from the Trust equal to the difference between the actual
liabilities, expenses and costs of the Trust and 0.5 percent per quarter of the
total amount on deposit, in the aggregate, during such quarter in the Trust's
operational account, the Fund Expense Account, and the Fund Investor Account.
If the liabilities, expenses and costs of the Trust, other than the compensation
due to the Trustees, exceed 0.5 percent per quarter, the Trustees shall receive
no compensation for that quarter. Any compensation payable to the Trustees will
be paid only out of the Fund Expense Account and only to the extent that the
Trust has Quarterly Income. The Chairman of the Board of Trustees shall
determine the distribution of the Trustees' compensation among the Trustees.

Notwithstanding anything herein contained to the contrary, the Trustees
will not be entitled to any compensation from the Trust until all investors who
have paid insurance premiums with respect to their Investor Shares have been
reimbursed for all such insurance premiums out of the Quarterly Income. Any
expenses of the Trust related to any offering of the Shares to investors under
the Securities Act will be paid out of any compensation which may be due to the
Trustees. The Investor Shares will not be charged with any such expenses. In
the event that any such expenses are incurred and there is insufficient
Trustees' compensation or no Trustees' compensation then due from which such
expenses can be paid, the Shareholders of the Founders Shares will pay any such
expenses.

ARTICLE III
POWERS OF THE TRUSTEES

3.1. Powers. The Trustees in all instances, and subject to all of the
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provisions of this Declaration of Trust and the Bylaws, shall act as principals,
free of the control of the Shareholders. The Trustees shall have full power and
authority to take or refrain from taking any action and to execute any contracts
and instruments that they may consider necessary or desirable in the management
of the Trust. The Trustees shall not in any way be bound or limited by current
or future laws or customs applicable to trust investments, except as may be
otherwise provided herein, but shall have full power and authority to make any
investments which they, in their sole discretion, deem proper to accomplish the
purposes of the Trust, and to dispose of the same. The Trustees may exercise
all of their powers without recourse to any court or other authority. Subject
to any applicable limitation herein, the Investment Company Act, the Bylaws, or
resolutions of the Trust, the Trustees shall have power and authority, without
limitation:

(a) To make the investments of the Trust Property as permitted
herein. Except as provided in Sections 4.8 and 4.9 hereof, the Trustees shall
not make any other investments of the Trust Property.

(b) To operate as and carry on the business of an unregistered
investment company, and exercise all the powers necessary and proper to conduct
such a business;

(c) To adopt Bylaws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to amend and
repeal them to the extent such right is not reserved to the Shareholders;

(d) To elect and remove such officers and appoint and terminate
such agents as they deem appropriate;

(e) To employ as custodian of any assets of the Trust, subject to
any Insurer and any other provisions herein or in the Bylaws, one or more banks,
trust companies or companies that are members of a national securities exchange,
or other entities permitted by the Commission to serve as such;

(f) To retain one or more transfer agents and Shareholder
servicing agents, or both;

(g) To provide for the distribution of the Shares either through a
Principal Underwriter as provided herein or by the Trust itself, or both, and,
subject to applicable law, to adopt a distribution plan of any kind;

(h) To set record dates in the manner provided for herein or in
the Bylaws;

(i) To delegate such authority as they consider desirable to any
officers of the Trust and to any agent, independent contractor, manager,
investment adviser, custodian or underwriter, in either general or specific
terms;

(j) To sell or exchange any or all of the Trust Property, subject
to the terms of this Declaration of Trust;

(k) To vote or give assent, or exercise any rights of ownership,
with respect to other securities or property; and, if necessary, to execute and
deliver powers of attorney delegating such power to other persons;

(l) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;

(m) To hold any security or other property:

In a form not indicating any trust, whether in bearer, book entry,
unregistered or other negotiable form, or

Either in the Trust's or the Trustees' own name or names or in the name of
a custodian or a nominee or nominees, subject to safeguards according to the
usual practice of business trusts or investment companies;

(n) To establish separate and distinct Series with separately
defined investment objectives and policies and distinct investment purposes, and
with separate Shares representing beneficial interests in such Series, all in
accordance with the provisions of Article IV hereof;

(o) To the full extent permitted by the NRS, and subject to the
provisions of this Declaration of Trust and the Bylaws, to allocate assets,
liabilities and expenses of the Trust as provided herein;

(p) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern whose
securities are held by 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;

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

(r) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided;

(s) To establish, from time to time, a minimum total investment
for Shareholders, and to require the redemption of the Shares of any Shareholder
upon giving notice to such Shareholder;

(t) To establish committees for such purposes, with such
membership, and with such responsibilities as the Trustees may consider proper,
including a committee consisting of fewer than all of the Trustees then in
office, which may act for and bind the Trustees and the Trust with respect to
the institution, prosecution, dismissal, settlement, review or investigation of
any legal action, suit or proceeding, pending or threatened;

(u) Subject to all of the terms of this Declaration of Trust and
the Bylaws, to issue, sell, repurchase, redeem, cancel, retire, acquire, hold,
resell, reissue, dispose of and otherwise deal in the Shares; to establish terms
and conditions regarding the issuance, sale, repurchase, redemption,
cancellation, retirement, acquisition, holding, resale, reissuance, disposition
of or dealing in the Shares; and, subject to Articles IV and V hereof, to apply
to any such repurchase, redemption, retirement, cancellation or acquisition of
the Shares any funds or property of the Trust or of the particular Series with
respect to which such Shares are issued;

(v) To definitively interpret the investment objectives, policies
and limitations of the Trust or any Series; and

(w) To carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary or
desirable to accomplish any purpose or to further any of the foregoing powers,
and to take every other action incidental to the foregoing business or purposes,
objects or powers.

The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Trustees. Any action by one or more of the Trustees in their capacity as
such hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity. No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order. In construing this
Declaration of Trust, the presumption shall be in favor of a grant of power to
the Trustees.

3.2. Certain Transactions. The Trustees may not buy any securities
---------------------
from or sell any securities to, or lend any assets of the Trust to, any Trustee
or officer of the Trust or any firm of which any such Trustee or officer is a
member acting as principal. However, except as prohibited by applicable law,
the Trustees may, on behalf of the Trust, have dealings with any firm of which
any Trustee or officer of the Trust is a member and which acts as a principal
investment adviser, administrator, distributor or transfer agent for the Trust
or with any Interested Person of such person. The Trust may employ any such
person or entity in which such person is an Interested Person, as broker, legal
counsel, registrar, investment adviser, administrator, distributor, transfer
agent, dividend disbursing agent, custodian or in any other capacity upon
customary terms.

ARTICLE IV
SHARES; SERIES

4.1. Establishment of Series of the Shares. The Shares shall be
------------------------------------------
divided into two Series, the Founders Shares and the Investor Shares. The
number of Founders Shares shall be 100 and the number of Investor Shares shall
be 100,000. Each Share shall have a par value of $0.001 per Share. All Shares
issued hereunder shall be fully paid and nonassessable. Shareholders shall have
no preemptive or other right to subscribe to any additional Shares or other
securities issued by the Trust. The Trustees shall have full power and
authority, in their sole discretion and without obtaining Shareholder approval,
to issue original or additional Shares at such times as they deem appropriate;
and to issue fractional Shares and Shares held in the treasury. Shares held in
the treasury shall not confer any voting rights on the Trustees and shall not be
entitled to any dividends or other distributions declared with respect to the
Shares.

4.2. Purchase of the Shares. The Trustees shall issue each Share,
-------------------------
regardless of the Series thereof, for a minimum purchase price of $5,000, which
shall be valued as provided in Section 5.9 hereof. Investments in a Series
shall be credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is received
or accepted as may be determined by the Trustees; provided, however, that the
Trustees may, in their sole discretion, (a) issue fractional Shares, and (b)
determine the Net Asset Value per Share of the initial capital contribution.
The Trustees shall have the right to refuse to accept investments, or any
investment, in any Series at any time without any cause or reason therefore
whatsoever.

4.3. Properties of the Shares, Records, etc. Each Share of a Series
-----------------------------------------
shall have identical voting, dividend, redemption, liquidation and other rights
and the same terms and conditions, except that expenses allocated to a Series
shall be borne solely by such Series as provided in this Declaration of Trust,
and a Series may have exclusive voting rights with respect to matters affecting
only that Series. The Trust shall maintain separate and distinct records for
each Series and hold and account for the assets thereof separately from the
other assets of the Trust or of any other Series. Each Share of a Series shall
represent an equal beneficial interest in the net assets of such Series. Each
Shareholder of Shares of a Series shall be entitled to receive his pro rata
share of all distributions made with respect to such Series. Upon redemption of
his Shares, such Shareholder shall be paid solely out of the funds and property
of such Series.

4.4. Register of Shares; Certificates. The Trust shall maintain a
-----------------------------------
register containing the names and addresses of the Shareholders of each Series
thereof, the number of Shares of each Series held by such Shareholders, and a
record of all Share redemptions. The register shall be conclusive as to the
identity of Shareholders of record and the number of Shares held by them from
time to time. The Trustees may authorize the issuance of certificates
representing Shares and adopt rules governing their use.

4.5. Restrictions on Transfer of the Shares. Except for the redemption
--------------------------------------
rights described in Article V hereof, no Shareholder shall be entitled to sell,
pledge, hypothecate, or otherwise transfer any portion of such Shareholder's
Shares. Notwithstanding the foregoing, a Shareholder shall be entitled to
pledge all or any potion of such Shareholder's Shares with the prior written
consent of the Trustees, which may be withheld if such pledge would violate, in
the Trustees' sole discretion, any provision of the Securities Act or any other
applicable securities law or regulation.

4.6. Status of Shares; Limitation of Shareholder Liability.
-----------------------------------------------------------

(a) Shares shall be deemed to be personal property giving
Shareholders only the rights provided in this Declaration of Trust. Every
Shareholder, by virtue of having acquired a Share, shall be held expressly to
have assented to and agreed to be bound by the terms of this Declaration of
Trust and to have become a party hereto.

(b) No Shareholder shall be personally liable for the debts,
liabilities, obligations and expenses incurred by, contracted for, or otherwise
existing with respect to, the Trust or any Series. Neither the Trust nor the
Trustees shall have any power to bind any Shareholder personally or to demand
payment from any Shareholder for anything, other than as agreed by the
Shareholder. Shareholders shall have the same limitation of personal liability
as is extended to Shareholders of a private corporation for profit incorporated
in the State of Nevada. Every written obligation of the Trust or any Series
shall contain a statement to the effect that such obligation may only be
enforced against the assets of the Trust or such Series; however, the omission
of such statement shall not operate to bind or create personal liability for any
Shareholder or Trustee.

4.7. Issuance of Series of the Shares. Except as otherwise provided in
--------------------------------
this Declaration of Trust, the following provisions shall govern the issuance of
any Shares:

(a) The Trustees shall maintain separate records for each Series
of the Shares.

(b) At all times, the total cash received by the Trust upon the
purchase of each Series of the Shares, as well as all assets associated with
each Series of the Shares, shall be held and accounted for separately from the
cash received by the Trust upon the purchase of every other Series of the
Shares, as well as all assets associated with each Series of the Shares, and the
Trust shall maintain sufficient records thereof. No Shareholder of any Share
shall have any claim on or right to any assets allocated or belonging to any
other Share held by another Shareholder.

(c) The assets of each Share shall be subject only to the rights
of creditors of that particular Share, and all persons who have extended credit
which has been allocated to a particular Share, or who have a claim or contract
which has been allocated to any particular Share, shall look only to the assets
of that particular Share for payment of such credit, claim or contract. The
Trustees shall include a notice of such limited liability of each Series of the
Shares in the Certificate of Trust. Any general liabilities, expenses, costs,
charges or reserves of the Trust that are not readily identifiable as belonging
to any particular Share shall be solely charged by the Trustees against the
Quarterly Income of the Trust and then, to the extent such Quarterly Income is
insufficient, to the assets of the Founders Shares and be payable by the
Shareholders of the Founders Shares.

(d) The Trust shall hold legal title to the Quarterly Income
earned on the investments made pursuant to the terms of this Declaration of
Trust, which shall be utilized for the payment of the expenses and costs of the
Trust and distributed to the Shareholders in accordance with the provisions of
this Declaration of Trust.

4.8. The Founders Shares. The following provisions describe the
---------------------
additional rights, privileges and preferences of the Founders Shares:

(a) Receipt of the Purchase Price of the Founders Shares. Upon
-------------------------------------------------------
receipt of the purchase price of the Founders Shares, the Trustees, in their
sole discretion, shall deposit the cash in the Trust's operational account or in
the Fund Expense Account; provided however, to the extent any of such cash is
deposited in the Fund Expense Account, the Trustees shall:

Make appropriate notations in the accounting records of the Trust
to designate such account as a Fund Expense Account; and

Verify that the Qualified Bank has correctly identified such
account as a Fund Expense Account.

(b) Permitted Investments with respect to the Founders Shares. To
---------------------------------------------------------
invest any cash contained in the Fund Expense Account in any of the Permitted
Investments.

(c) General Investment with respect to the Founders Shares. To
---------------------------------------------------------
the extent the cash in a Fund Expense Account is not invested in the Permitted
Investments, the Trustees shall be entitled to instruct each Qualified Bank to
invest such funds as follows:

In United States Government Obligations, or in the Qualified
Bank's primary money market account or any other obligation of a Qualified Bank,
purchased directly or indirectly using a licensed broker-dealer or a fund
restricted to these investment guidelines, but in all cases only where the
issuer is a Qualified Bank, provided such obligations are redeemable within 72
hours (excluding weekends and U.S. bank holidays) for an amount equal to or
greater than the amount paid for such obligations; or

Provided the Trust shall not become subject to early withdrawal
penalties in excess of the interest earned during the period of investment, in
any of the Qualified Bank's short term time deposits having a maturity of not
more than 365 days.

(d) Liabilities and Expenses of the Trust. None of the
------------------------------------------
liabilities, expenses or costs of the Trust shall be chargeable against the Fund
Investor Account or the Investor Shares. All such liabilities, expenses, or
costs shall be payable out of the Fund Expense Account and Quarterly Income.
All of the liabilities, expenses and costs of the Trust in excess of Quarterly
Income shall be solely charged against the assets of the Founders Shares, and
all contracts or arrangements entered into by the Trustees on behalf of the
Trust shall include a notice thereof. All of such liabilities, expenses and
costs include, but are not limited to, interest charges, taxes, brokerage fees
and commissions; expenses of issue, repurchase and redemption of the Shares;
certain insurance premiums (other than insurance purchased with respect to
Investor Shares); applicable fees, interest charges and expenses of third
parties, including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and Trust accountants; fees of
pricing, interest, dividend, credit and other reporting services; costs of
membership in trade associations; telecommunications expenses; Trust
transmission expenses; auditing, legal and compliance expenses; costs of forming
the Trust and its Series and maintaining their existence; costs of preparing and
printing any offering documents of the Trust and each Series, statements of
additional information and Shareholder reports and delivering them to the
Shareholders; expenses of meetings of the Shareholders and proxy solicitations
therefor; costs of maintaining books and accounts; costs of reproduction,
stationery and supplies; fees and expenses of the Trustees; compensation of the
Trust's officers and employees and costs of other personnel performing services
for

the Trust or any Series; costs of Trustees' meetings; Commission registration
fees and related expenses; state or foreign securities laws registration fees
and related expenses; and for such non-recurring items as may arise, including
litigation to which the Trust or a Series (or a Trustee or officer of the Trust
acting as such) is a party, and for all losses and liabilities by them incurred
in administering the Trust.

(e) Distribution of Assets and Income. The Shareholders of the
------------------------------------
Founders Shares shall be entitled to receive distributions as provided in
Article V hereof.

4.9. The Investor Shares. The following provisions describe the
---------------------
additional rights, privileges and preferences of the Investor Shares:

(a) Subscriptions and Receipt of the Purchase Price of the
--------------------------------------------------------------
Investor Shares. Upon receipt of the subscription agreement of a desired
---------
investor, the Trustees shall notify the investor of the Trust's acceptance of
the investor's subscription and shall:

Deposit the purchase price for such Investor Shares in the Fund
Investor Account at the Qualified Bank (at which time the investor will be
deemed a Shareholder of such Investor Shares for purposes of this Declaration of
Trust); and

Make appropriate notations in the accounting records of the Trust
of the number of the Investor Shares purchased by an investor.

(b) Permitted Investments with respect to the Investor Shares. To
---------------------------------------------------------
invest any cash contained in the Fund Investor Account in any of the Permitted
Investments.

(c) General Investment with respect to the Investor Shares. To
---------------------------------------------------------
the extent the cash in a Fund Investor Account is not invested in the Permitted
Investments, the Trustees shall be entitled to instruct each Qualified Bank to
invest such funds as follows:

(d) No Liabilities Charged. None of the liabilities, expenses or
-----------------------
costs of the Trust shall be chargeable against the Fund Investor Accounts or the
Investor Shares, including, without limitation, any fees of the Trustees or any
fees charged by any Qualified Bank, and all contracts or arrangements entered
into by the Trustees on behalf of the Trust shall include a notice of the
unavailability of the Fund Investor Account or the Investor Shares for
satisfaction of any claims on such contracts or arrangements.

(e) Distribution of Income. The Shareholders of the Investor
------------------------
Shares shall be entitled to receive distributions as provided in Article V
hereof.

4.10. Insurance Covering Investor Shares. Upon the purchase of
-------------------------------------
Investor Shares, each investor will be given the option to be covered by an
insurance policy issued by the Insurer, naming the investor as the insured,
covering 100 percent of his principal investment in his Investor Shares. The
policy will insure against any failure of the Trust to return all of the
principal investment to the investor upon redemption of his Investor Shares.
The insurance premium will be an amount equal to three percent per annum of the
total invested by the investor, payable at the time of investment, at the rate
of 0.75 percent each calendar quarter ending on March 31, June 30, September 30,
or December 31 in any year. Therefore, at the time each Investor Share is
purchased, each $5,000 invested will be subject to a charge of $37.50 per
quarter. The Trust will debit the amount of the premium due for the insurance
for the quarter in which an Investor Share is purchased from the portion of the
Fund Investor Account applicable to the investor. If less than a quarter
remains after the Investor Share is purchased, the amount of the insurance
premium will be prorated for the time remaining in the quarter. Other aspects
of the insurance are the following:

(a) Any Fund Investor Account must be at a Qualified Bank
acceptable to the Insurer. As of the date of this Declaration of Trust, the
Qualified Bank is expected to be ▇▇▇▇▇ Fargo Bank in Portland, Oregon. In the
event that another bank is selected, it must meet the definition of a Qualified
Bank.

(b) Subject to the Initial 90-day Period, any investor may have
his Investor Shares redeemed at the end of any quarter, thereby limiting his
exposure for insurance premiums to only 0.75 percent of his total investment at
that time for the quarter in which redemption occurs.

(c) At any time when the principal amount of the Investor Shares
is increased or decreased, as the case may be, the amount of the insurance with
respect to the applicable Investor Shares will concurrently be increased or
decreased, as appropriate.

(d) If desired, the Trust may change the insurance company to act
as the Insured. In such event, any newly selected insurance company must meet
the definition of the Insured in this Declaration of Trust.

(e) Notwithstanding anything herein contained to the contrary, an
investor may select any other insurance company to write the insurance covering
his Investor Shares, other than the insurance company recommended by the Trust.
In such event, any such other insurance company must meet all of the
qualifications of the Insured hereunder.

4.11. The Insurance Policy. If requested, the Insurer will issue a
----------------------
policy insuring Investor Shares containing the following provisions:

(a) A copy of the policy will be delivered by the Insurer to each
Insured Shareholder.

(b) Under the policy, the Insurer unconditionally and irrevocably
agrees to pay for disbursement to the Insured Shareholder that portion of the
Net Asset Value per Share which is then due for redemption and which the Trust
shall have failed to provide.

(c) Upon receipt of telephonic or telegraphic notice, subsequently
confirmed in writing, or written notice by registered or certified mail, from an
Insured Shareholder or the paying agent to the Insurer that the required payment
of the Net Asset Value per Share has not been made by the Trust to the Insured
Shareholder, on the due date of such payment or within 30 business days after
receipt of notice of such nonpayment, whichever is later, the Insurer will make
a deposit of funds in an account with ▇▇▇▇▇ Fargo, Portland, Oregon, or it's
successor, as its agent (the "Fiscal Agent") sufficient to makeup for the
deficiency of the amount then due to the Insured Shareholder. Upon presentation
to the Fiscal Agent of evidence satisfactory to it of the right of the Insured
Shareholder to receive such payment and any appropriate instruments of
assignment required to vest all of the Insured Shareholder's right to such
payment in the Investor Shares, the Fiscal Agent will immediately disburse such
amount to the Insured Shareholder.

(d) As long as all premiums on the insurance policy are paid when
they are due, the policy is non-cancelable for any reason.

ARTICLE V
DISTRIBUTIONS, REDEMPTIONS, AND EXPENSES

5.1. Calculation of Quarterly Income and Payment of Expenses. Within
---------------------------------------------------------
three business days before the end of each calendar quarter ending on March 31,
June 30, September 30, or December 31 in any year, the Trustees shall calculate
the Quarterly Income. Prior to making any disbursements to the Shareholders,
the Trustees shall utilize the Quarterly Income to pay all costs and expenses of
Trust, including any fees payable to the Qualified Bank(s) and the compensation
payable to the Trustees. The liabilities, expenses and costs of Trust,
including the compensation due to the Trustees, will be charged only against the
Quarterly Income, up to a maximum of 0.5 percent per quarter of the total amount
on deposit, in the aggregate, during such quarter in the operational account,
the Fund Expense Account, and the Fund Investor Account of the Trust. To the
extent such liabilities, expenses and costs of the Trust exceed 0.5 percent per
quarter, including the compensation due to the Trustees, any such excess shall
be solely charged against the assets of the Founders Shares and be payable by
the Shareholders of the Founders Shares.

None of the liabilities, expenses or costs of the Trust shall be chargeable
against the Fund Investor Account.

The only permitted charges against the Fund Investor Account are the
insurance premiums for the insurance covering the Investor Shares of an Insured
Shareholder. Any such insurance premiums will be charged to the account of a
Shareholder of the Investor Shares specifically requesting insurance coverage.
However if any investor desires to procure his own insurance, the Trust will not
charge any premium payments to his account.

5.2. Distributions to the Shareholders of the Investor Shares.
---------------------------------------------------------------
Following payment of the expenses as provided in Section 5.1, the Trustees
shall, out of the remaining Quarterly Income, distribute the quarterly Investor
Returns to each Shareholder who has owned Investor Shares for at least 45 days.
If desired, any Shareholder of five or more Investor Shares may utilize the
Investor Returns paid to such Shareholder to purchase additional Investor
Shares. To the extent a Shareholder desires to do so and the Investor Returns
paid to such Shareholder are not equally divisible by $5,000, the Trustees will,
upon request, may purchase fractional Shares for such Shareholder, or retain the
uneven amount of such Shareholder's Investor Returns in the Fund Investor
Account.

5.3. Distributions to the Shareholders of the Founders Shares. To the
---------------------------------------------------------
extent any Quarterly Income remains after the payment of the items required in
Section 5.1 and Section 5.2 hereof, the Trustees shall be entitled to distribute
such amount, pro rata, to the Shareholders of the Founders Shares.

5.4. Additional Distributions to the Shareholders of the Investor
------------------------------------------------------------------
Shares. In its sole discretion, the Trustees shall be permitted, after
------
obtaining the written approval of a majority of the Shareholders of the Founders
Shares, to make additional distributions to the Shareholders of the Investor
Shares which are not otherwise prohibited by the provisions hereof. Any such
additional distributions shall be made to the Shareholders of the Investor
Shares based on their respective ownership of the total number of Investor
Shares outstanding.

5.5. Redemptions. Each Shareholder of Investor Shares shall have the
-----------
right at such times as may be permitted hereunder to require the Trust to redeem
all or any part of his Shares at a redemption price per Share equal to the Net
Asset Value per Share, less any applicable charges, determined after receipt by
the Trustees of a request for redemption in proper form. The Trustees may
specify conditions, prices, and places of redemption, and may specify binding
requirements for the proper form or forms of requests for redemption. Payment
of the redemption price shall be in cash. Upon redemption, Shares may be
reissued from time to time.

5.6. Redemption of the Founders Shares. Provided there are no
-------------------------------------
outstanding Investor Shares, each Shareholder of the Founders Shares shall be
entitled, upon 30 days' notice before the end of any calendar quarter ending on
March 31, June 30, September 30, or December 31 in any year, to have the Trust
redeem all of his Founders Shares by transmitting a written request to the
Trustees notifying the Trustees of the Shareholder's desire for redemption
pursuant to this Section 5.6. The notice of redemption must include the
Shareholder's original Founders Share Certificate(s). On or before the
expiration of such 30-day period, the Trustees shall:

(a) Determine the Net Asset Value per Share of the Founders Shares
to be redeemed as of the date of receipt of the Shareholder's redemption
request; and

(b) Forward such amount, in cash or other available assets, to the
redeeming Shareholder pursuant to the instructions provided by such Shareholder
in the redemption notice.

5.7. Redemption of the Investor Shares. Investor Shares may not be
-------------------------------------
redeemed by a Shareholder for a period of 90 days following the purchase thereof
(such period being the "Initial 90-day Period"). Following the expiration of
the Initial 90-day Period, each Shareholder of an Investor Share shall be
entitled, upon 30 days' advance written notice to the Trustees before the end of
any calendar quarter ending on March 31, June 30, September 30, or December 31
in any year, to have the Trust redeem all or any portion of such Shareholder's
Investor Shares. Notwithstanding the foregoing, a Shareholder may not be
entitled to have the Trust redeem less than all of such Shareholder's Investor
Shares if, following such redemption, the Shareholder would own less than five
Investor Shares. The Shareholder's notice of request for redemption shall be
delivered to the Trustees by certified mail, return receipt requested, indicate
the number of Investor Shares requested to be redeemed, and be signed by the
Shareholder exactly as the Investor Shares are registered in the Trust's
register (e.g., a trustee or custodian must sign as such). The notice of
request for redemption must also include the Shareholder's original Investor
Share Certificate(s). On or before the expiration of the 30-day period with
respect to written notice, the Trustees shall:

(a) Determine the Net Asset Value per Share of the Investor Shares
to be redeemed;

(b) Calculate the total amount due to the Shareholder by
multiplying the number of Investor Shares being redeemed by the Net Asset Value
per Share; and

(c) Forward the total amount due to the Shareholder in cash,
pursuant to the instructions provided by such Shareholder in the redemption
notice.

5.8. Requested Redemption by the Trust. In addition to the rights of
-----------------------------------
each Shareholder to request the redemption of such Shareholder's Investor
Shares, the Trust shall be entitled, in its sole discretion, to redeem all of
the Investor Shares owned by any Shareholder at any time after the expiration of
the Initial 90-day Period, in the event the Trustees determine that any such
redemption is in the best interests of the Trust, including, but not limited to,
the failure of a Shareholder to supply a personal identification number if
required to do so, or to have the minimum investment required, or to pay when
due for the purchase of Shares issued to him. Should the Trust elect to redeem
any Investor Shares, the Trustees shall provide written notice to the applicable
Shareholder, by certified mail, return receipt requested, and within 30 days of
the Shareholder's receipt of such notice, the Trustees shall forward the total
amount due to the Shareholder as a result of the Trust's redemption of all of
such Shareholder's Investor Shares, as calculated in accordance with Article V
of this Declaration of Trust. To the extent permitted by law, the Trustees may
retain the proceeds of any redemption of Shares required by them for payment of
amounts due and owing by a Shareholder to the Trust.

5.9. Determination of Net Asset Value per Share. The Trustees shall
---------------------------------------------
cause the Net Asset Value per Share of each Series to be determined from time to
time in a manner consistent with applicable laws and regulations. The Trustees
may delegate the power and duty to determine Net Asset Value per Share to one or
more of the Trustees or officers of the Trust or to a custodian, depository or
other agent appointed for such purpose. The Net Asset Value per Share shall be
determined separately for each Series at such times as may be prescribed by the
Trustees or, in the absence of action by the Trustees, as of the close of
trading on the New York Stock Exchange on each day for all or part of which such
Exchange is open for unrestricted trading.

5.10. Suspension of Right of Redemption. Notwithstanding anything
-------------------------------------
herein contained to the contrary, the Trustees may postpone payment of the
redemption price and may suspend the right of the Shareholders to require the
redemption of Shares during any period of time when and to the extent
permissible under the Investment Company Act. If, the Trustees postpone payment
of the redemption price and suspend the right of Shareholders to redeem their
Shares, such suspension shall take effect at the time the Trustees shall
specify, but not later than the close of business on the business day next
following the declaration of suspension. Thereafter, the Shareholders shall
have no right of redemption or payment until the Trustees declare the end of the
suspension. If the right of redemption is suspended, a Shareholder may either
withdraw his request for redemption or receive payment based on the Net Asset
Value per Share next determined after the suspension terminates.

ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETINGS

6.1. Voting Powers. The Shareholders shall have power to vote only
--------------
with respect to:

(a) The election of Trustees as provided in Section 6.2 of this
Article;

(b) The removal of Trustees as provided in Section 2.3
(d) hereof;

(d) Any investment advisory or management contract as provided in
Section 7.1 hereof;

(e) Any termination of the Trust as provided in Section 9.4
hereof;

(f) The amendment of this Declaration of Trust to the extent and
as provided in Section 9.8 hereof; and

(g) Such additional matters relating to the Trust as may be
required or authorized by law, this Declaration of Trust, or the Bylaws, or any
registration of the Trust with the Commission or any state, or as the Trustees
may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall be
voted by individual Series, except (i) when required by the Investment Company
Act, Shares shall be voted in the aggregate and not by

individual Series, and (ii) when the Trustees have determined that the matter
affects the interests of more than one Series, then the Shareholders of all such
Series shall be entitled to vote thereon. 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 or in any manner provided for in the Bylaws. The Bylaws may provide
that proxies may be given by any electronic or telecommunications device or in
any other manner, but if a proposal by anyone other than the officers or
Trustees is submitted to a vote of the Shareholders of any Series, or if there
is a proxy contest or proxy solicitation or proposal in opposition to any
proposal by the officers or Trustees, Shares may be voted only in person or by
written proxy. Until Shares of a Series are issued, as to that Series the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted to be taken by Shareholders by law, this Declaration of
Trust or the Bylaws.

6.2. Meetings of Shareholders. Annual meetings of the Shareholders
--------------------------
shall be held to elect Trustees at such time and place as the Trustees
designate. Special meetings of the Shareholders of any Series may be called by
the Trustees and shall be called by the Trustees upon the written request of
Shareholders owning at least 10 percent of the Outstanding Shares of such Series
entitled to vote. Shareholders shall be entitled to at least 15 days' notice of
any meeting, given as determined by the Trustees.

6.3. Quorum; Required Vote. A majority of the Outstanding Shares of
-----------------------
each Series, or a majority of the Outstanding Shares of the Trust, entitled to
vote in person or by proxy shall be a quorum for the transaction of business at
a Shareholders' meeting with respect to such Series, or with respect to the
entire Trust, respectively. Any lesser number shall be sufficient for
adjournments.

Any adjourned session of a Shareholders' meeting may be held within a
reasonable time without further notice. Except when a larger vote is required
by law, this Declaration of Trust or the Bylaws, a Majority of the Outstanding
Shares voted in person or by proxy shall decide any matters to be voted upon
with respect to the entire Trust (or, if required by law, a Majority Shareholder
Vote of the entire Trust) and a plurality of such Outstanding Shares shall elect
a Trustee; provided, that if this Declaration of Trust or applicable law permits
or requires that Shares be voted on any matter by individual Series, then a
majority of the Outstanding Shares of that Series (or, if required by law, a
Majority Shareholder Vote of that Series) voted in person or by proxy voted on
the matter shall decide that matter insofar as that Series is concerned.
Shareholders may act as to the Trust or any Series by the written consent of a
majority (or such greater amount as may be required by applicable law, this
Declaration of Trust, or the Bylaws) of the Outstanding Shares of the Trust or
of such Series, as the case may be.

ARTICLE VII
CONTRACTS WITH SERVICE PROVIDERS

7.1. Investment Adviser. Subject to a Majority Shareholder Vote, the
-------------------
Trustees may enter into one or more investment advisory contracts on behalf of
the Trust, providing for investment advisory services, statistical and research
facilities and services, and other facilities and services to be furnished to
the Trust on terms and conditions acceptable to the Trustees. Any such contract
may provide for the investment adviser to effect purchases, sales or exchanges
of the Trust Property as permitted herein on behalf of the Trustees or may
authorize any officer or agent of the Trust to affect such purchases, sales or
exchanges pursuant to recommendations of the investment adviser. The Trustees
may authorize the investment adviser to employ one or more sub-advisers.

7.2. Principal Underwriter. The Trustees may enter into contracts on
----------------------
behalf of the Trust, providing for the distribution and sale of Shares by the
other party, either directly or as sales agent, on terms and conditions
acceptable to the Trustees. The Trustees may adopt a plan or plans of
distribution with respect to the Shares of any Series and enter into any related
agreements, whereby the Trust finances directly or indirectly any activity that
is primarily intended to result in sales of its Shares, subject to the
requirements of the Investment Company Act, and other applicable rules and
regulations.

7.3. Transfer Agency, Shareholder Services, and Administration
--------------------------------------------------------------
Agreements. The Trustees, on behalf of the Trust, may enter into transfer
----------
agency agreements, Shareholder service agreements, and administration and
management agreements with any party or parties on terms and conditions
acceptable to the Trustees.

7.4. Custodian. The Trustees shall at all times place and maintain the
---------
securities and similar investments of the Trust in custody with a Qualified Bank
meeting the requirements of Section 17(f) of the Investment Company Act and the
rules thereunder. The Trustees, on behalf of the Trust, may enter into an
agreement with a custodian on terms and conditions acceptable to the Trustees,
providing for the custodian, among other things, to:

(a) Hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing,

(b) Receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere,

(d) Employ one or more sub-custodians.

7.5. Parties to Contracts with Service Providers. The Trustees may
-----------------------------------------------
enter into any contract with any entity, although one more of the Trustees or
officers of the Trust may be an officer, director, trustee, partner,
shareholder, or member of such entity, and no such contract shall be invalidated
or rendered void or voidable because of such relationship. No person having
such a relationship shall be disqualified from voting on or executing a contract
in his capacity as Trustee and/or Shareholder, or be liable merely by reason of
such relationship for any loss or expense to the Trust with respect to such a
contract or accountable for any profit realized directly or indirectly
therefrom; provided, that the contract was reasonable and fair and not
inconsistent with this Declaration of Trust or the Bylaws.

Any contract referred to in Sections 7.1 and 7.2 of this Article shall be
consistent with and subject to the applicable requirements of Section 15 of the
Investment Company Act and the rules and orders thereunder with respect to its
continuance in effect, its termination, and the method of authorization and
approval of such contract or renewal. No amendment to a contract referred to in
Section 7.1 of this Article shall be effective unless assented to as required by
Section 15 of the Investment Company Act, and the rules and orders thereunder.

ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. Limitation of Liability. All persons contracting with or having
-------------------------
any claim against the Trust or a particular Series shall look only to the
Quarterly Income or the Founders Shares, respectively, for payment under such
contract or claim; and neither the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Every written instrument or obligation on behalf of the Trust shall
contain a statement to the foregoing effect, but the absence of such statement
shall not operate to make any Trustee or officer of the Trust liable thereunder.
Provided they have exercised reasonable care and have acted under the reasonable
belief that their actions are in the best interests of the Trust, the Trustees
and officers of the Trust shall not be responsible or liable for any act or
omission or for neglect or wrongdoing of them or any officer, agent, employee,
investment adviser or independent contractor of the Trust, but nothing contained
in this Declaration of Trust or in the NRS shall protect any Trustee or officer
of the Trust against liability to the Trust or to Shareholders 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.

8.2. Indemnification.
---------------

(a) Subject to the exceptions and limitations contained in
subparagraph (b) below:

Every person who is, or has been, a Trustee or an officer,
employee or agent of the Trust (the "Covered Person") shall be indemnified by
the Trust to the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been a Covered Person and against amounts paid
or incurred by him in the settlement thereof; provided, however, that the Trust
shall not be obligated to indemnify any agent acting pursuant to a written
contract with the Trust, except to the extent required by such contract; and

As used herein, the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation, attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties and other
liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

Who shall have been adjudicated by a court or body before which
the proceeding was brought:

(A) To be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office; or

(B) Not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Trust; or

In the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office:

(A) By the court or other body approving the settlement;

(B) By at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial type inquiry);
or

(C) By written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full trial type
inquiry).

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.

(d) To the maximum extent permitted by applicable law, expenses in
connection with the preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in Section 8.2(a) of this
Article shall be paid by the Trust from time to time prior to final disposition
thereof upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust if it is ultimately
determined that he is not entitled to indemnification under this Section 8.2;
provided, however, that either:

Such Covered Person shall have provided appropriate security for
such undertaking;

The Trust is insured against losses arising out of any such
advance payments; or

Either a majority of the Trustees who are neither Interested
Persons of the Trust nor parties to the matter, or independent legal counsel in
a written opinion, shall have determined, based upon a review of readily
available facts (as opposed to a full trial type inquiry) that there is reason
to believe that such Covered Person will not be disqualified from
indemnification under this Section 8.2; provided, however, that the Trust shall
not be obligated to pay the expenses of any agent acting pursuant to a written
contract with the Trust, except to the extent required by such contract.

(e) Any repeal or modification of this Article VIII by the
Shareholders of the Trust, or adoption or modification of any other provision of
the Declaration of Trust or Bylaws inconsistent with this Article, shall be
prospective only, to the extent that such repeal or modification would, if
applied retrospectively, adversely affect any limitation on the liability of any
Covered Person or adversely affect any indemnification available to any Covered
Person with respect to any act or omission which occurred prior to such repeal,
modification or adoption.

8.3. Indemnification of Shareholders. If any Shareholder or former
---------------------------------
Shareholder of any Series shall be held personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or in the case of any
entity, its general successor) shall be entitled out of the assets belonging to
the Founders Shares to be held harmless from and indemnified against all loss
and expense arising from such liability. The Trust, on behalf of the Founders
Shares, shall, upon request by such Shareholder, assume the defense of any claim
made against such Shareholder for any act or obligation of the Founders Shares
and satisfy any judgment thereon from the assets of the Founders Shares.

ARTICLE IX
MISCELLANEOUS

9.1. Trust Not a Partnership. This Declaration of Trust creates a
--------------------------
trust and not a partnership. No Trustee shall have any power to bind personally
either the Trust's officers or any Shareholder to any obligation to which such
person has not consented.

9.2. Trustee Action; Expert Advice; No Bond or Surety. The exercise by
------------------------------------------------
the Trustees of their powers and discretion 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 VIII, 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 VIII, shall not be liable 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 obtained.

9.3. Record Dates. The Trustees may fix in advance a date up to 90
-------------
days before the date of any Shareholders' meeting, or the date for the payment
of any dividends or other distributions, or the date for the allotment of any
other rights, or the date when any change or conversion or exchange of Shares
shall go into effect as a record date for the determination of the Shareholders
entitled to notice of, and to vote at, any such meeting, or entitled to receive
payment of such dividend or other distribution, or to receive any such allotment
of rights, or to exercise such rights in respect of any such change, conversion
or exchange of Shares.

9.4. Termination of the Trust.
----------------------------

(a) This Trust shall have perpetual existence. Subject to a
Majority Shareholder Vote of the Trust or of each Series to be affected, the
Trustees may:

Sell and convey all or substantially all of the assets of the
Trust or any affected Series to another Series or to another entity which is a
closed-end management investment company as defined in the Investment Company
Act, or is a series thereof, for adequate consideration, which may include the
assumption of all outstanding obligations, taxes and other liabilities, accrued
or contingent, of the Trust or any affected Series, and which may include shares
of or interests in such Series, entity, or series thereof; or

At any time sell and convert into money all or substantially all
of the assets of the Trust or any affected Series.

Upon making reasonable provision for the payment of all known liabilities
of the Trust or any affected Series in either (i) or (ii), by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds or assets (as
the case may be) ratably among the Shareholders of the Trust or any affected
Series; however, the payment to any particular Series of such Series may be
reduced by any fees, expenses or charges allocated to that Series, as may be
expressly permitted hereunder.

(b) The Trustees may take any of the actions specified in Section
9.4 (a) above without obtaining a Majority Shareholder Vote of the Trust or any
Series if a majority of the Trustees determines that the continuation of the
Trust or Series is not in the best interests of the Trust, such Series, or their
respective Shareholders as a result of factors or events adversely affecting the
ability of the Trust or such Series to conduct its business and operations in an
economically viable manner. Such factors and events may include the inability of
the Trust or a Series to maintain its assets at an appropriate size, changes in
laws or regulations governing the Trust or the Series or affecting assets of the
type in which the Trust or Series invests, or economic developments or trends
having a significant adverse impact on the business or operations of the Trust
or such Series.

(c) Upon completion of the distribution of the remaining proceeds
or assets pursuant to Section 9.4 (a), the Trust or affected Series shall
terminate and the Trustees and the Trust shall be discharged of any and all
further liabilities and duties hereunder with respect thereto and the right,
title and interest of all parties therein shall be canceled and discharged. Upon
termination of the Trust, following completion of winding up of its business,
the Trustees shall cause a certificate of cancellation of the Trust's
Certificate of Trust to be filed in accordance with the NRS, which certificate
of cancellation may be signed by any one Trustee.

9.5. Reorganization. Notwithstanding anything herein contained to the
--------------
contrary, to change the Trust's form of organization the Trustees may, with
Majority Shareholder Vote:

(a) Cause the Trust to merge or consolidate with or into one or
more entities, if the surviving or resulting entity is the Trust or another
closed-end management investment company under the Investment Company Act, or a
series thereof, that will succeed to or assume the Trust's registration under
the Investment Company Act, if the Trust is then registered under the Investment
Company Act; or

(b) Cause the Trust to incorporate under the laws of Nevada. Any
agreement of merger or consolidation or certificate of merger may be signed by a
majority of Trustees, upon obtaining Majority Shareholder Vote, and facsimile
signatures conveyed by electronic or telecommunication means shall be valid.

Pursuant to and in accordance with the provisions of the NRS, an agreement
of merger or consolidation approved by the Trustees in accordance with this
Section 9.5 may effect any amendment to the Declaration of Trust or effect the
adoption of a new Declaration of Trust of the Trust if it is the surviving or
resulting Trust in the merger or consolidation.

9.6. Declaration of Trust. The original or a copy of this Declaration
----------------------
of Trust and of each amendment hereto or Declaration of Trust supplement 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 a Trustee or an
officer of the Trust as to the authenticity of the Declaration of Trust or any
such amendments or supplements and as to any matters in connection with the
Trust. The masculine gender herein shall include the feminine and neuter
genders. Headings herein are for convenience only and shall not affect the
construction of this Declaration of Trust. This Declaration of Trust may be
executed in any number of counterparts, each of which shall be deemed an
original.

9.7. Applicable Law. This Declaration of Trust and the Trust created
---------------
hereunder are governed by and construed and administered according to the NRS
and the applicable laws of the State of Nevada; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Declaration of Trust:

(a) Any provisions of the laws (statutory or common) of the State
of Nevada (other than the NRS) pertaining to trusts which relate to or regulate:

The filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges;

Affirmative requirements to post bonds for trustees, officers,
agents or employees of a trust;

The necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal property;

Fees or other sums payable to trustees, officers, agents or
employees of a trust;

The allocation of receipts and expenditures to income or
principal;

Restrictions or limitations on the permissible nature, amount or
concentration of Trust investments or requirements relating to the titling,
storage or other manner of holding of Trust assets; or

The establishment of fiduciary or other standards of
responsibilities or limitations on the acts or powers of trustees, which are
inconsistent with the limitations or liabilities or authorities and powers of
the Trustees set forth or referenced in this Declaration of Trust. The Trust
shall be of the type commonly called a business trust, and, without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust under Nevada law. The Trust specifically reserves the
right to exercise any of the powers or privileges afforded to trusts or actions
that may be engaged in by trusts under the NRS, and the absence of a specific
reference herein to any such power, privilege or action shall not imply that the
Trust may not exercise such power or privilege or take such actions.

9.8. Amendments. All rights granted to Shareholders hereunder are
----------
granted subject to a right to amend this Declaration of Trust, except as
otherwise provided herein. The Trustees may, without any Shareholder vote,
amend or otherwise supplement this Declaration of Trust by making an amendment,
a Declaration of Trust supplemental hereto or an amended and restated
Declaration of Trust; provided, that Shareholders shall have the right to vote
on any amendment:

(a) Which would affect the voting rights of Shareholders granted
in Section 6.1 hereof;

(b) To this Section 9.8;

(c) Required to be approved by Shareholders by law or by any
registration statement(s) filed by the Trust with the Commission; and

(d) Submitted to them by the Trustees in their discretion. Any
amendment submitted to Shareholders which the Trustees determine would affect
the Shareholders of any Series shall be authorized by vote of the Shareholders
of such Series and no vote shall be required of Shareholders of a Series not
affected. Notwithstanding anything else herein, any amendment to Article VIII
hereof which would have the effect of reducing the indemnification and other
rights provided thereby to Trustees, officers, employees, and agents of the
Trust or to Shareholders or former Shareholders, and any repeal or amendment of
this sentence, shall each require the affirmative vote of the Shareholders of
two-thirds of the Outstanding Shares of the Trust entitled to vote thereon

9.9. Fiscal Year. The fiscal year of the Trust shall end on a
------------
specified date as set forth in the Bylaws. The Trustees may change the fiscal
year of the Trust without Shareholder approval.

9.10. Severability. The provisions of this Declaration of Trust and
------------
the Bylaws are severable. If the Trustees determine, with the advice of
counsel, that any provision of this Declaration of Trust or the Bylaws conflicts
with the Investment Company 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 this
Declaration of Trust or the Bylaws, as the case may be; provided, however, that
such determination shall not affect any of the remaining provisions of this
Declaration of Trust or the Bylaws, as the case may be, or render invalid or
improper any action taken or omitted prior to such determination. If any
provision of this Declaration of Trust or the Bylaws, as the case may be, shall
be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach to such provision only in such jurisdiction and
shall not affect any other provision of this Declaration of Trust or the Bylaws,
as the case may be.

IN WITNESS WHEREOF, the undersigned, being the initial Trustees, has
executed this Declaration of Trust as of the date first above written.

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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

/s/ ▇▇▇▇ ▇▇▇▇
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APPENDIX B
HISTORICAL DATA RELATED TO THE DEBT SECURITIES MARKET

1985 1989
---------------------- ---------
January. . . . . . . . - - - - January 2 3 6 4
February . . . . . . . (0) 2 1 (0) February (2) (3) (1) (2)
March. . . . . . . . . (1) (6) (11) (12) March (2) 0 (6) (2)
April. . . . . . . . . 10 11 12 13 April 7 8 (4) 5
May. . . . . . . . . . (7) (5) (1) (4) May 1 (1) 3 3
June . . . . . . . . . 5 10 12 13 June 1 (4) 0 (2)
July . . . . . . . . . 11 8 10 10 July 8 7 11 11
August . . . . . . . . (3) (1) 4 (0) August 7 6 4 8
September. . . . . . . (6) (6) (2) (5) September (8) (7) (7) (8)
October. . . . . . . . (0) 5 (8) 2 October (1) 0 0 0
November . . . . . . . (4) 7 3 0 November 8 9 13 11
December . . . . . . . (2) (4) 7 5 December 3 5 6 7
1986 1990
---------------------- ---------
January. . . . . . . . (1) 1 14 9 January 2 3 1 3
February . . . . . . . 13 5 (13) (1) February (1) (10) (13) (10)
March. . . . . . . . . 31 10 14 12 March 1 1 0 1
April. . . . . . . . . 15 39 44 43 April 2 (1) (3) (3)
May. . . . . . . . . . 0 (1) 6 0 May (1) (0) (3) (1)
June . . . . . . . . . (28) (33) (44) (42) June (1) (2) (3) (2)
July . . . . . . . . . 26 37 45 39 July (0) (2) (0) 1
August . . . . . . . . 3 12 7 12 August 2 1 2 3
September. . . . . . . 8 7 23 15 September (4) (3) 0 0
October. . . . . . . . (21) (21) (34) (30) October 5 8 10 16
November . . . . . . . (4) (8) (8) (6) November 16 13 24 26
December . . . . . . . (6) (13) (7) (5) December 4 3 22 8
1987 1991
---------------------- ---------
January. . . . . . . . (15) (17) (13) (18) January 7 6 8 8
February . . . . . . . (9) (17) (15) (22) February 5 (2) (1) (5)
March. . . . . . . . . 7 8 6 4 March (8) (6) (17) (19)
April. . . . . . . . . (11) (14) (21) (16) April (6) (9) (19) (14)
May. . . . . . . . . . 22 31 13 26 May (1) (3) (8) (6)
June . . . . . . . . . (2) (8) 1 (7) June (4) (6) (7) (7)
July . . . . . . . . . 1 (2) (1) (0) July (5) (2) (3) (5)
August . . . . . . . . (6) (8) (5) (6) August (1) 2 (2) (1)
September. . . . . . . (3) (6) (6) (8) September 8 2 5 6
October. . . . . . . . 4 7 3 7 October 1 3 9 6
November . . . . . . . 22 25 26 27 November (1) (0) (4) 0
December . . . . . . . (14) (16) (16) (16) December 11 4 7 6
1988 1992
---------------------- ---------
January. . . . . . . . 4 (7) (2) (2) January 4 9 11 12
February . . . . . . . 2 3 2 (2) February (14) (14) (13) (17)
March. . . . . . . . . (6) (3) (6) (2) March (7) (8) (12) (9)
April. . . . . . . . . (6) (1) (8) (6) April (4) (4) (7) (5)
May. . . . . . . . . . (1) (3) (2) (3) May (6) 2 (1) (3)
June . . . . . . . . . (5) (8) (6) (8) June (7) (2) (6) (4)
July . . . . . . . . . (3) (6) (5) (4) July 4 0 0 2
August . . . . . . . . (5) (3) (5) (5) August 6 6 3 5
September. . . . . . . (4) (3) (6) (6) September 2 2 3 3
October. . . . . . . . 0 (1) (0) 2 October 6 8 6 8
November . . . . . . . (2) (5) 19 2 November 3 (5) 1 3
December . . . . . . . (4) (2) (9) (6) December (4) (5) (3) (5)

RATING OF BONDS RATING OF BONDS
--------------------- ------------------------
AAA AA2 A2 AAA AA2 A2
------ ----- ------ ------ --------- ------ -----
AAA AA A BLEND AAA AA A BLEND
------ ----- ------ ------ --------- ------ ----- ------ -----
1993 1997
---------------------- ---------
January. . . . . . . . (2) 2 3 2 January 1 (0) 1 (1)
February . . . . . . . (5) 5 (1) 0 February (4) (1) (2) (3)
March. . . . . . . . . (1) 5 3 3 March (0) (1) (3) (3)
April. . . . . . . . . (3) (5) (6) (4) April 2 3 3 3
May. . . . . . . . . . (1) (1) 3 (0) May 1 1 4 3
June . . . . . . . . . (7) (8) (9) (9) June (2) (3) (4) (3)
July . . . . . . . . . (1) 0 (1) (1) July 2 1 1 1
August . . . . . . . . 0 (3) (3) (3) August (1) (1) (1) (2)
September. . . . . . . (1) (1) 0 2 September 2 1 2 3
October. . . . . . . . 2 5 3 4 October 3 2 2 2
November . . . . . . . (3) (2) (1) (4) November 10 9 12 16
December . . . . . . . (5) (3) (4) (4) December 1 (1) (1) (0)
1994 1998
---------------------- ---------
January. . . . . . . . (2) (2) (3) (2) January (5) (1) (1) (4)
February . . . . . . . (6) (3) (7) (6) February 2 7 10 9
March. . . . . . . . . (1) (4) (7) (5) March (1) (4) (6) (4)
April. . . . . . . . . 6 3 5 4 April (1) (1) (2) (2)
May. . . . . . . . . . (4) (3) (1) (1) May (2) 0 (1) (2)
June . . . . . . . . . (2) 1 2 2 June 2 0 1 2
July . . . . . . . . . (1) (1) (4) (1) July 5 6 7 9
August . . . . . . . . (2) (3) (4) (4) August 1 2 2 2
September. . . . . . . (2) (1) (4) (4) September 33 34 44 49
October. . . . . . . . 1 2 1 1 October 2 1 14 7
November . . . . . . . 2 0 0 (0) November 22 12 21 22
December . . . . . . . 1 1 2 1 December (24) (18) (35) (29)
1995 1999
---------------------- ---------
January. . . . . . . . 1 (0) 1 2 January 2 (0) 0 2
February . . . . . . . (0) 0 2 1 February (11) (5) (8) (7)
March. . . . . . . . . (4) (1) (2) (4) March (2) (5) (7) (9)
April. . . . . . . . . (1) 0 0 (1) April 3 2 0 (1)
May. . . . . . . . . . (2) (2) (3) (4) May (1) (3) (6) (8)
June . . . . . . . . . 2 2 3 3 June 8 5 9 9
July . . . . . . . . . 4 5 2 2 July 1 5 5 5
August . . . . . . . . (2) (2) (3) (3) August 13 11 12 11
September. . . . . . . (3) (5) (4) (4) September 3 4 7 9
October. . . . . . . . 2 0 (1) (0) October (4) (0) (3) (3)
November . . . . . . . 1 3 5 4 November (7) (7) (8) (8)
December . . . . . . . 2 (0) 1 1 December (8) (6) (9) (9)
1996 2000
---------------------- ---------
January. . . . . . . . (1) (2) (1) 0 January 0 (3) 0 (4)
February . . . . . . . (0) 0 (1) (0) February (0) 1 (3) (4)
March. . . . . . . . . (2) 2 (2) (2) March 7 13 13 13
April. . . . . . . . . 2 2 1 0 April 10 10 19 23
May. . . . . . . . . . (2) (3) (3) (2) May (1) 0 3 7
June . . . . . . . . . (3) (3) (3) (4) June 16 13 21 20
July . . . . . . . . . 0 (2) 1 (0) July (6) (4) (4) (9)
August . . . . . . . . (0) (1) (1) (1) August (6) (2) (4) (5)
September. . . . . . . (1) 0 1 0 September (6) (0) 0 1
October. . . . . . . . (0) (1) (1) (2) October (4) (6) (7) (3)
November . . . . . . . (1) (2) (2) (0) November 1 4 13 11
December . . . . . . . (1) (1) 0 (0) December 6 6 23 14

EXHIBIT 2(A)
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

SECOND AMENDED DECLARATION OF TRUST
FOR
THE PEOPLE'S AVENGER FUND BUSINESS TRUST
APRIL 21, 2003

TABLE OF CONTENTS

ARTICLE I; DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II; THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1. Management of the Trust. . . . . . . . . . . . . . . . . . . . . . . 5
2.2. Initial Trustees; Election and Number of Trustees. . . . . . . . . . 6
2.3. Term of Office of Trustees . . . . . . . . . . . . . . . . . . . . . 6
2.4. Vacancies; Appointment of Trustees . . . . . . . . . . . . . . . . . 6
2.5. Temporary Vacancy or Absence . . . . . . . . . . . . . . . . . . . . 6
2.6. Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.7. Action by the Trustees . . . . . . . . . . . . . . . . . . . . . . . 6
2.8. Ownership of Trust Property. . . . . . . . . . . . . . . . . . . . . 7
2.9. Effect of Trustees Not Serving . . . . . . . . . . . . . . . . . . . 7
2.10. Trustees, etc. as Shareholders. . . . . . . . . . . . . . . . . . . 7
2.11. Compensation of the Trustees. . . . . . . . . . . . . . . . . . . . 7
ARTICLE III; POWERS OF THE TRUSTEES. . . . . . . . . . . . . . . . . . . . . 7
3.1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2. Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV; SHARES; SERIES . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1. Establishment of Series of the Shares. . . . . . . . . . . . . . . . 9
4.2. Purchase of the Shares . . . . . . . . . . . . . . . . . . . . . . . 9
4.3. Properties of the Shares, Records, etc . . . . . . . . . . . . . . . 9
4.4. Register of Shares; Certificates . . . . . . . . . . . . . . . . . . 10
4.5. Restrictions on Transfer of the Shares . . . . . . . . . . . . . . . 10
4.6. Status of Shares; Limitation of Shareholder Liability. . . . . . . . 10
4.7. Issuance of Series of the Shares . . . . . . . . . . . . . . . . . . 10
4.8. The Founders Shares. . . . . . . . . . . . . . . . . . . . . . . . . 11
4.9. The Investor Shares. . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10. Insurance Covering Investor Shares. . . . . . . . . . . . . . . . . 12
4.11 The Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V; DISTRIBUTIONS, REDEMPTIONS, AND EXPENSES. . . . . . . . . . . . . 13
5.1. Calculation of Quarterly Income and Payment of Expenses. . . . . . . 13
5.2. Distributions to the Shareholders of the Investor Shares . . . . . . 13
5.3. Distributions to the Shareholders of the Founders Shares . . . . . . 14
5.4. Additional Distributions to the Shareholders of the Investor Shares. 14
5.5. Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.6. Redemption of the Founders Shares. . . . . . . . . . . . . . . . . . 14
5.7. Redemption of the Investor Shares. . . . . . . . . . . . . . . . . . 14
5.8. Requested Redemption by the Trust. . . . . . . . . . . . . . . . . . 14
5.9. Determination of Net Asset Value per Share . . . . . . . . . . . . . 15
5.10. Suspension of Right of Redemption . . . . . . . . . . . . . . . . . 15
ARTICLE VI; SHAREHOLDERS' VOTING POWERS AND MEETINGS . . . . . . . . . . . . 15
6.1. Voting Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.2. Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . 16
6.3. Quorum; Required Vote. . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII; CONTRACTS WITH SERVICE PROVIDERS. . . . . . . . . . . . . . . . 16
7.1. Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.2. Principal Underwriter. . . . . . . . . . . . . . . . . . . . . . . . 16
7.3. Transfer Agency, Shareholder Services, and Administration Agreements 16
7.4. Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.5. Parties to Contracts with Service Providers. . . . . . . . . . . . . 17
ARTICLE VIII; LIMITATION OF LIABILITY AND INDEMNIFICATION. . . . . . . . . . 17
8.1. Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . 17
8.2. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.3. Indemnification of Shareholders. . . . . . . . . . . . . . . . . . . 18

ARTICLE IX; MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.1. Trust Not a Partnership. . . . . . . . . . . . . . . . . . . . . . . 18
9.2. Trustee Action; Expert Advice; No Bond or Surety . . . . . . . . . . 18
9.3. Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.4. Termination of the Trust . . . . . . . . . . . . . . . . . . . . . . 19
9.5. Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.6. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . 20
9.7. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.8. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.9. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.10. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECOND AMENDED DECLARATION OF TRUST
FOR
THE PEOPLE'S AVENGER FUND BUSINESS TRUST

ARTICLE I
DEFINITIONS

Unless otherwise provided or required by the context:

1.1. "Bylaws" means the Bylaws of the Trust adopted by the Trustees,
as amended from time to time.

1.2. "Certificate of Trust" means the Certificate of Trust filed with
the Secretary of State of the State of Nevada, as required by Section 88A.210 of
the NRS.

1.3. "Commission," "Interested Person," and "Principal Underwriter"
have the meanings provided in the Investment Company Act.

1.4. "Covered Person" means a person so defined in Section 8.2 hereof.

of the Permitted Investments, or any Qualified Bank's money market accounts will
be deposited into the Fund Expense Account. Moreover, all distributions of
Quarterly Income will be paid out of the Fund Expense Account.

1.8. "Insured Shareholder" means a Shareholder who has elected to
purchase insurance from an Insurer.

1.9. "Insurer" means any insurance company which has agreed to write
an insurance policy that will insure against any failure of the Trust to return
all of the principal investment to the investor upon redemption of his Investor
Shares, as may be requested by a purchaser of the Investor Shares. Any insurance
covering an Investor Share must be written by an insurance company licensed to
provide insurance within the United States and must have an A.M. Best rating of
"A" or higher.