RESTATED

ARTICLES OF INCORPORATION

ACACIA CAPITAL CORPORATION

FIRST: The name of the Corporation is Acacia Capital

Corporation.

SECOND: The Corporation desires to restate its charter as

currently in effect.

THIRD: The provisions set forth in the Articles of Restatement

are all the provisions of the charter currently in effect.

FOURTH: These Articles of Restatement have been approved by a

majority of the entire Board of Directors.

FIFTH: The charter is not amended by the Articles of

Restatement.

SIXTH: The nature of the business or purposes to be conducted

or promoted are as follows:

(A) To conduct and carry on the business of an investment

trust or investment company of the general management

type.

(B) To invest and reinvest the property and assets of the

corporation in securities of different types and

classes, including, without in any way limiting the

generality thereof, stocks, bonds, notes, debentures,

and certificates of interest or participation, and in

other personal property without limitation or

restriction except for the specific restrictions

hereinafter set forth.

(C) To act as financial or fiscal agent for any person,

firm, or corporation and as such to manage, control,

and deal with, in any and every way whatsoever, the

property, holdings, investments, and business interests

thereof.

(D) To endorse, guarantee, or undertake the performance of

any obligation, contract, or engagement of any other

corporation, or other party, if the Corporation is

interested in such obligation, contract or engagement.

(E) To purchase, retire, redeem, hold, sell, reissue,

transfer, and otherwise deal in, shares of its own

capital stock; and to apply to such purchase,

retirement, or acquisition any funds or property of the

Corporation, whether capital or surplus or otherwise,

as may be permitted by law.

(F) To engage in any lawful act or activity for which

corporations may be organized under the General

Corporation Law of Maryland.

(G) To do and all of the acts herein set forth or implied

and such other acts as are incidental or conducive to

the attainment of the objectives and purposes of the

Corporation; and to do any and all such acts either as

principal or in the capacity of agent, broker, factor,

contractor, or otherwise.

SEVENTH: The current address of the principal office of the

Corporation is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland

20814.

EIGHTH: The Corporation's current resident agent is William M.

Tartikoff, Calvert Group, 4550 Montgomery Avenue, Suite 1000N, Bethesda,

Maryland 20814.

NINTH: The total number of shares of stock of all classes

which the Corporation is authorized to issue is One Hundred Million

(100,000,000) shares of stock. The par value of each share shall be One

Dollar ($1.00). The shares shall be allocated as follows for each

series:

No. of Shares per Series

CRI Balanced Portfolio

75,000,000

CRI Money Market Portfolio

9,000,000

CRI Global Equity Portfolio

4,000,000

CRI Capital Accumulation Portfolio

4,000,000

CRI Equity Portfolio

2,000,000

CRI Bond Portfolio

1,000,000

CRI Strategic Growth Portfolio

5,000,000

Total Shares Authorized

100,000,000

The Board of Directors is hereby expressly granted the authority to

issue any remaining unissued shares and to establish additional series.

The Board of Directors is also expressly granted the authority to

increase or decrease the number of shares of any series, subject to the

provisions that the aggregate number of shares, and the number of shares

allocated to all series cannot exceed the total authorized number of

shares, and that the number of shares allocated to any series may not be

decreased below the number of shares issued and outstanding for such

series.

TENTH: The powers, preferences and rights of each series and

the qualifications, limitations and restrictions on each such series

shall be as follows:

(A) (1) The assets of the Corporation received as

consideration for the issue of stock of each

series, together with all income, earnings and

profits on such assets, and proceeds derived

from the sale, exchange or liquidation of such

assets, and any assets derived from the

reinvestment of such income, earnings and

profits, and proceeds in whatever form

received, shall for all purposes, subject only

to the rights of creditors, be irrevocably

allocated to the series for which such assets

were received by the Corporation, and be so

entered upon the books of account and referred

to in these Articles as "the assigned assets"

of such series.

(2) Each series will be managed in accordance with

the investment policy for such series.

(3) The assigned assets of each series shall be

charged with the specific liabilities

(including accrued expenses and reserves as

conclusively determined from time to time by

the Board of Directors) of such series and the

general liabilities of the Corporation in

proportion to the net asset values of the

respective series. Any liability applicable

to more than one series, but not to all

series, shall be allocated to each series to

which it is applicable in proportion to the

net asset values of such series. The

allocation of any liability to a series by the

Board of Directors shall be conclusive.

(B) Each share of stock of a series shall have the

same rights, privileges and preferences with

respect to the assigned assets of such series

as each of the other shares of stock of that

series. Each share of stock of a series shall

be entitled to participate equally in such

dividends as may be declared from time to time

by the Board of Directors. Each fractional

share of stock of a series shall have

proportionately the same rights, privileges

and preferences with respect to the assigned

assets of such series as a whole share, and

shall participate proportionately in dividends

as declared.

(C) (1) "Shareholder" as used in these Articles shall

mean a shareholder of record as defined in the

By-Laws.

(2) Each shareholder of the Corporation shall have

one vote for each share held by the

shareholder, and shall have a fractional vote

for each fraction of a share held by the

shareholder.

(3) Whenever the vote of shareholders is required

or permitted to be taken in connection with

any matter affecting the Corporation or any

series, such vote shall be taken, and

effective action shall be determined in

accordance with the General Laws of the State

of Maryland or the Investment Company Act of

1940, whichever is more strict.

ELEVENTH: The number of directors of the Corporation

shall be five (5), which number may be increased or decreased pursuant

to the By-Laws of the Corporation but shall not be less than three (3).

The names of the Directors are Clifton S. Sorrell, Jr., Frank H. Blatz,

Jr., Charles E. Diehl, Arthur J. Pugh, and South Trimble III.

TWELFTH: The following provisions are hereby adopted for the

purpose of defining, limiting and regulating the powers of the

Corporation and of the Directors and shareholders.

(A) No holder of shares of stock shall be entitled

as a matter of right to subscribe for or

purchase or receive any part of any treasury

shares held by the Corporation, or of any new

or additional issues of shares of stock or

securities convertible into shares of stock of

the Corporation, whether now or hereafter

authorized, or whether issued for money, for a

consideration other than money, or by way of

dividends.

(B) Upon the request of any shareholder, the

Corporation shall repurchase shares owned by

such shareholder on the terms and conditions

specified in the By-Laws.

(C) With respect to the issuance and sale of

shares of the Corporation's stock, or

securities convertible into shares of stock,

the Corporation shall receive not less than

the net asset value per share determined in

accordance with the By-Laws.

(D) Assets of this Corporation may be held or

deposited with a bank or trust company or

other organization as custodian and, except as

provided below, the Corporation may employ any

agency or instrumentality, incorporated or

unincorporated, to render management services

of any nature with respect to the conduct of

the business of the Corporation, and to manage

and direct the business and activities of the

Corporation to such extent as the Board of

Directors may determine from time to time,

whether or not such employment involves

delegation of functions usually or customarily

performed by the Board of Directors or

officers of the Corporation. However, this

Corporation shall contract with a professional

investment manager which is registered under

the Investment Advisers Act of 1940 to provide

investment advice to the Corporation and to

manage the investments of the Corporation's

assets.

(E) The Corporation reserves the right from time

to time to make any amendment of its Articles,

now or hereafter authorized by law, including

any amendment which alters the contract rights

of any outstanding stock.

(F) The original By-Laws of the Corporation have

been adopted by the Directors. The Board of

Directors shall have the power to make, alter

or repeal any By-Law, except those By-Laws

which by statute or By-Law provision must be

submitted to shareholders for a vote.

(G) The use of the Corporation of the name

"Acacia" and all trademarks now or hereafter

associated with Acacia Mutual Life Insurance

Company are subject to and conditioned upon

the continuing consent of Acacia Mutual Life

Insurance Company, a Washington, D.C.

Corporation, which consent may be withdrawn at

any time.

(H) The Corporation shall have the power and authority to

indemnify its directors, officers and

employees to the fullest extent permitted by

law.

THIRTEENTH:The duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF, the undersigned hereby execute these Articles of

Restatement and acknowledge the same to be their act and further

acknowledge that, to the best of their knowledge, the matters and facts

set forth herein are true in all materials respects, under the penalties

of perjury.

Dated this 21st day of November ,

1995.

Acknowledgement:

Clifton S. Sorrell, Jr.

Chairman of the Board

and Director

ATTEST:

William M. Tartikoff

Secretary