Exhibit No. EX-99.a.2.





                                                                 Effective as of
                                                              September 28, 2004





                              AMENDED AND RESTATED


                       AGREEMENT AND DECLARATION OF TRUST


                                       of


                                  THE UBS FUNDS


                           a Delaware Statutory Trust




                           Principal Place of Business

                             One North Wacker Drive
                             Chicago, Illinois 60606





                                TABLE OF CONTENTS

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


  Section 1. Name.............................................................1

  Section 2. Definitions......................................................2

ARTICLE II. Purpose of Trust..................................................3


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


  Section 1. Division of Beneficial Interest..................................3

  Section 2. Ownership of Shares..............................................4

  Section 3. Investments in the Trust.........................................4

  Section 4. Status of Shares and Limitation of Personal Liability............4

  Section 5. Power of Board of Trustees to Change Provisions
    Relating to Shares........................................................4

  Section 6. Establishment and Designation of Shares..........................5

ARTICLE IV. The Board of Trustees.............................................7


  Section 1. Number, Election and Tenure......................................7

  Section 2. Effect of Death, Resignation, etc. of a Trustee..................8

  Section 3. Powers...........................................................8

  Section 4. Payment of Expenses by the Trust................................11

  Section 5. Ownership of Assets of the Trust................................11

  Section 6. Service Contracts...............................................11

ARTICLE V. Shareholders' Voting Powers and Meetings..........................13


  Section 1. Voting Powers...................................................13

  Section 2. Voting Power and Meetings.......................................13

  Section 3. Quorum and Required Vote........................................13

  Section 4. Action by Written Consent.......................................13

  Section 5. Record Dates....................................................14

ARTICLE VI. Net Asset Value, Distributions, and Redemptions..................14


  Section 1. Determination of Net Asset Value, Net Income,
    and Distributions........................................................14

  Section 2. Redemptions and Repurchases.....................................14

  Section 3. Redemptions at the Option of the Trust..........................16


                                       i


  Section 4. Transfer of Shares..............................................16

ARTICLE VII. Compensation and Limitation of Liability........................16


  Section 1. Compensation of Trustees........................................16

  Section 2. Indemnification and Limitation of Liability.....................16

  Section 3. Trustee's Good Faith Action, Expert Advice No Bond or Surety....17

  Section 4. Insurance.......................................................17

ARTICLE VIII. Miscellaneous..................................................17


  Section 1. Liability of Third Persons Dealing with Trustees................17

  Section 2. Termination of Trust or Series..................................17

  Section 3. Merger and Consolidation........................................18

  Section 4. Amendments......................................................18

  Section 5. Filing of Copies References, Headings...........................18

  Section 6. Applicable Law..................................................18

  Section 7. Provisions in Conflict with Law or Regulations..................19

  Section 8. Statutory Trust Only............................................20

  Section 9. Use of the Name "UBS"...........................................20


                                       ii


                              AMENDED AND RESTATED

                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                                  THE UBS FUNDS

     WHEREAS,  the  Trust  was  formed  by the  Trustees  by the  filing  of the
Certificate  of Trust with the Office of the  Secretary of State of the State of
Delaware on August 9, 1993,  pursuant to an Agreement and  Declaration of Trust,
dated as of  August  9,  1993,  as  amended  from  time to time  (the  "Original
Declaration of Trust"); and

     WHEREAS,  the Trust desires to update certain information  contained in the
Original Declaration of Trust; and

     WHEREAS,  pursuant to the provisions of the Original  Declaration of Trust,
the Trustees  desire to amend and restate the Original  Declaration  of Trust in
the manner hereinafter set forth;

     NOW, THEREFORE, the Trustees hereby declare that:

     (i)  the  Original  Declaration  of Trust is amended  and  restated  in its
entirety in the matter set forth; and

     (ii) the Trustees shall hold IN TRUST all cash, securities and other assets
which the Trust now possesses or may hereafter  acquire from time to time in any
manner  and  manage  and  dispose  of the same  upon  the  following  terms  and
conditions for the pro rata benefit of the holders of Shares in this Trust; and

    (iii) this  Declaration  of Trust shall be binding in  accordance  with its
terms on every Trustee,  by virtue of having become of Trustee of the Trust, and
on every  Shareholder,  by virtue of having become a  Shareholder  of the Trust,
pursuant  to  the  terms  of the  Original  Declaration  of  Trust  and/or  this
Declaration of Trust.

                                   ARTICLE I.

                              Name and Definitions

     Section 1. Name.  This  trust  shall be known as "THE UBS FUNDS"  (formerly
known as "The Brinson Funds") and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from time to time determine.


                                        1


     Section 2. Definitions.  Whenever used herein, unless otherwise required by
the context or specifically provided:

     (a) The "Trust" refers to the Delaware statutory trust (formerly known as a
Delaware business trust)  established by the Agreement and Declaration of Trust,
dated as of August 9, 1993, as amended from time to time;

     (b) The "Trust  Property"  means any and all  property,  real or  personal,
tangible  or  intangible,  which is owned or held by or for the  account  of the
Trust.  The Trustees may  authorize  the division of Trust  Property into two or
more series, in accordance with the provisions of Article III, Section 1 hereof,
in which case all references in this  Declaration to the Trust,  Trust Property,
Shares  therein or  Shareholders  thereof  shall be deemed to refer to each such
series, as the case may be, except as the context otherwise requires. Any series
(or classes) of Trust  Property  shall be established  and  designated,  and the
variations  in the  relative  rights and  preferences  as between the  different
series (and classes) shall be fixed and determined,  by the Trustees. All series
(and classes) of Trust  Property so  established  and designated by the Trustees
shall be set forth in Attachment A to this Declaration of Trust, as amended from
time to time;

     (c)  "Trustees"  refers to the persons who have signed this  Agreement  and
Declaration of Trust,  so long as they continue in office in accordance with the
terms  hereof,  and all other persons who have been duly elected or appointed to
serve on the Board of Trustees in accordance with the provisions of the Original
Declaration  of Trust or this  Declaration of Trust,  and reference  herein to a
Trustee or the Trustees  shall refer to such person or persons in their capacity
as trustees hereunder;

     (d)  "Shares"  means  the  shares of  beneficial  interest  into  which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;

     (e) "Shareholder" means a record owner of outstanding Shares;

     (f) "Person" means and includes  individuals,  corporations,  partnerships,
trusts,  foundations,  plans,  associations,  joint ventures,  estates and other
entities,  whether or not legal  entities,  and  governments  and  agencies  and
political subdivisions thereof, whether domestic or foreign;

     (g) The "1940 Act"  refers to the  Investment  Company  Act of 1940 and the
Rules and Regulations  thereunder,  all as amended from time to time. References
herein to  specific  sections  of the 1940 Act shall be deemed to  include  such
Rules and  Regulations  as are  applicable to such sections as determined by the
Trustees or their designees;

     (h) The terms  "Commission"  and  "Principal  Underwriter"  shall  have the
respective  meanings given them in Section 2 (a) (7) and Section (2) (a) (29) of
the 1940 Act;


                                       2


     (i)  "Declaration of Trust" shall mean this Amended and Restated  Agreement
and Declaration of Trust, as amended or restated from time to time;

     (j)  "By-Laws"  shall mean the By-Laws of the Trust as amended from time to
time;

     (k) The term "Interested  Person" has the meaning given it in Section 2 (a)
(19) of the 1940 Act;

     (l) "Investment  Manager" or "Manager" means a party furnishing services to
the Trust  pursuant  to any  contract  described  in Article  IV,  Section 7 (a)
hereof;

     (m) "Series"  refers to each Series of Shares  established  and  designated
under or in accordance with the provisions of Article III.

                                   ARTICLE II.

                                Purpose of Trust

     The purpose of the Trust is to conduct,  operate and carry on the  business
of a management  investment company registered under the 1940 Act through one or
more Series investing primarily in securities.

                                  ARTICLE III.

                                     Shares

     Section 1. Division of Beneficial Interest.  The beneficial interest in the
Trust shall at all times be divided into an unlimited  number of Shares,  with a
par value of $.001 per Share.  The Trustees may authorize the division of Shares
into separate Series and the division of Series into separate classes of Shares.
The different Series shall be established and designated,  and the variations in
the relative  rights and  preferences  as between the different  Series shall be
fixed and determined,  by the Trustees. If only one Series shall be established,
the Shares  shall have the rights  and  preferences  provided  for herein and in
Article III, Section 6 hereof to the extent relevant and not otherwise  provided
for herein.

     Subject to the  provisions  of Section 6 of this  Article  III,  each Share
shall have voting  rights as  provided  in Article V hereof,  and holders of the
Shares of any Series  shall be entitled to receive  dividends,  when,  if and as
declared with respect  thereto in the manner  provided in Article VI,  Section 1
hereof.  No Share shall have any priority or preference  over any other Share of
the same Series  with  respect to  dividends  or  distributions  of the Trust or
otherwise.  All  dividends  and  distributions  shall be made ratably  among all
Shareholders  of a Series (or class) from the assets  held with  respect to such
Series  according  to the number of Shares of such  Series  (or  class)  held of
record by such  Shareholders on the record date for any dividend or distribution
or on the date of  termination  of the Trust,  as the case may be.  Shareholders
shall have no


                                       3


preemptive  or other  right  to  subscribe  to any  additional  Shares  or other
securities issued by the Trust or any Series. The Trustees may from time to time
divide or  combine  the Shares of a Series  into a greater  or lesser  number of
Shares of such Series  without  thereby  materially  changing the  proportionate
beneficial  interest  of such  Shares in the  assets  held with  respect to that
Series or materially affecting the rights of Shares of any other Series.

     Section 2.  Ownership of Shares.  The ownership of Shares shall be recorded
on the books of the Trust or a transfer  or similar  agent for the Trust,  which
books  shall  be  maintained  separately  for  the  Shares  of each  Series.  No
certificates  evidencing  the  ownership of Shares shall be issued except as the
Board of Trustees may otherwise  determine  from time to time.  The Trustees may
make such rules as they consider  appropriate for the transfer of Shares of each
series (or class) and similar matters.  The record books of the Trust as kept by
the  Trust or any  transfer  or  similar  agent,  as the  case may be,  shall be
conclusive as to the identity of the  Shareholders  of each Series and as to the
number of shares of each Series held from time to time by each Shareholder.

     Section 3.  Investments  in the Trust.  Investments  may be accepted by the
Trust  from  such  Persons,   at  such  times,  on  such  terms,  and  for  such
consideration  as the Trustees from time to time may authorize.  Each investment
shall  be  credited  to the  Shareholder's  account  in the  form  of  full  and
fractional Shares of the Trust, in such Series (or class) as the purchaser shall
select,  at the net asset  value per Share next  determined  for such Series (or
class) after receipt of the  investment;  provided,  however,  that the Trustees
may, in their sole discretion,  impose a sales charge or reimbursement  fee upon
investments in the Trust.

     Section 4. Status of Shares and  Limitation of Personal  Liability.  Shares
shall be deemed to be personal  property giving only the rights provided in this
instrument and the By-Laws of the Trust.  Every  Shareholder by virtue of having
become a Shareholder shall be held to have expressly  assented and agreed to the
terms hereof. The death of a Shareholder during the existence of the Trust shall
not  operate to  terminate  the Trust,  nor entitle  the  representative  of any
deceased  Shareholder  to an  accounting  or to take  any  action  in  court  or
elsewhere   against  the  Trust  or  the   Trustees,   but  shall  entitle  such
representative  only to the  rights  of said  deceased  Shareholder  under  this
Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to any
title in or to the whole or any part of the Trust  Property or right to call for
a  partition  or  division  of the  same or for an  accounting,  nor  shall  the
ownership of Shares  constitute the Shareholders as partners or joint venturers.
Neither the Trust nor the  Trustees,  nor any officer,  employee or agent of the
Trust shall have any power to bind personally any  Shareholder,  or to call upon
any  Shareholder  for the payment of any sum of money or  assessment  whatsoever
other than such as the Shareholder may at any time agree to pay.

     Section 5. Power of Board of  Trustees  to Change  Provisions  Relating  to
Shares.  Notwithstanding any other provision of this Declaration of Trust to the
contrary,  and without  limiting the power of the Board of Trustees to amend the
Declaration of


                                       4


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

     Section 6.  Establishment and Designation of Shares.  The establishment and
designation  of any  Series  (or class) of Shares  shall be  effective  upon the
adoption by a majority of the  Trustees,  of a resolution  which sets forth such
establishment  and  designation  and the relative rights and preferences of such
Series  (or  class).  Each  such  resolution  shall be  incorporated  herein  by
reference upon adoption.

     Shares of each Series (or class)  established  pursuant to this  Section 6,
unless otherwise provided in the resolution establishing such Series, shall have
the following relative rights and preferences.

     (a)  Assets Held with Respect to a  Particular  Series.  All  consideration
received  by the Trust  for the  issue or sale of Shares of a Series,  including
dividends and  distributions  paid by, and reinvested in, such Series,  together
with all assets in which such  consideration  is  invested  or  reinvested,  all
income,  earnings,  profits,  and proceeds thereof from whatever source derived,
including,  without limitation,  any proceeds derived from the sale, exchange or
liquidation  of  such  assets,  and any  funds  or  payments  derived  from  any
reinvestment  of  such  proceeds  in  whatever  form  the  same  may  be,  shall
irrevocably  be held with respect to that Series for all purposes,  subject only
to the rights of  creditors,  and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof,  from whatever  source  derived,  including,  without  limitation,  any
proceeds derived from the sale,  exchange or liquidation of such assets, and any
funds or payments  derived from any  reinvestment of such proceeds,  in whatever
form the same may be, are herein  referred to as "assets  held with  respect to"
that Series. In the event that there are any assets, income,  earnings,  profits
and proceeds  thereof,  funds or payments which are not readily  identifiable as
assets  held  with  respect  to any  particular  Series  (collectively  "General
Assets"),  the Trustees  shall allocate such General Assets to, between or among
any one or more of the Series in such manner and on such basis as the  Trustees,
in their sole  discretion,  deem fair and  equitable,  and any General  Asset so
allocated to a particular Series shall be held with respect to that Series. Each
such  allocation  by the  Trustees  shall be  conclusive  and  binding  upon the
Shareholders of all Series for all purposes in absence of manifest error.


                                       5


     (b)  Liabilities  Held with Respect to a Particular  Series.  The assets of
the Trust held with respect to each Series shall be charged with the liabilities
of the Trust with respect to such Series and all  expenses,  costs,  charges and
reserves  attributable to such Series, and any general  liabilities of the Trust
which are not readily identifiable as being held in respect of a Series shall be
allocated  and  charged by the  Trustees  to and among any one or more Series in
such manner and on such basis as the Trustees in their sole discretion deem fair
and  equitable.  The  liabilities,  expenses,  costs,  charges,  and reserves so
charged to a Series are herein referred to as "liabilities held with respect to"
that Series.  Each  allocation  of  liabilities,  expenses,  costs,  charges and
reserves by the Trustees shall be conclusive and binding upon the holders of all
Series for all  purposes  in absence of  manifest  error.  All  Persons who have
extended credit which has been allocated to a particular  Series,  or who have a
claim or contract which has been allocated to a Series,  shall look  exclusively
to the assets  held with  respect to such  Series  for  payment of such  credit,
claim,  or  contract.  In the absence of an express  agreement  so limiting  the
claims of such  creditors,  claimants and  contracting  parties,  each creditor,
claimant and  contracting  party shall be deemed  nevertheless to have agreed to
such  limitation   unless  an  express   provision  to  the  contrary  has  been
incorporated  in  the  written  contract  or  other  document  establishing  the
contractual relationship.

     (c)  Dividends, Distributions, Redemptions, and Repurchases. No dividend or
distribution   including,   without  limitation,   any  distribution  paid  upon
termination  of the Trust or of any Series (or class)  with  respect  to, or any
redemption  or  repurchase  of, the  Shares of any  Series  (or class)  shall be
effected  by the Trust  other  than from the  assets  held with  respect to such
Series,  nor shall any  shareholder  of any Series  otherwise  have any right or
claim  against the assets held with  respect to any other  Series  except to the
extent  that  such  Shareholder  has  such  a  right  or  claim  hereunder  as a
Shareholder  of such other Series.  The Trustees  shall have full  discretion to
determine which items shall be treated as income and which items as capital; and
each such  determination and allocation shall be conclusive and binding upon the
Shareholders in absence of manifest error.

     (d)  Voting.  All Shares of the Trust  entitled  to vote on a matter  shall
vote without differentiation between the separate Series on a one-vote-per-Share
basis;  provided however,  if a matter to be voted on affects only the interests
of not all  Series (or class of a Series),  then only the  Shareholders  of such
affected Series (or class) shall be entitled to vote on the matter.

     (e)  Equality.  All the  Shares of each  Series  shall  represent  an equal
proportionate  undivided interest in the assets held with respect to such Series
(subject to the  liabilities  of such Series and such rights and  preferences as
may have been  established  and  designated  with  respect  to classes of shares
within  such  Series),  and each Share of a Series  shall be equal to each other
Share of such Series.

     (f)  Fractions. Any fractional Share of a Series shall have proportionately
all the rights and obligations of a whole share of such Series, including


                                       6


rights  with  respect to voting,  receipt of  dividends  and  distributions  and
redemption of Shares.

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

     (h)  Combination of Series. The Trustees shall have the authority,  without
the approval of the  Shareholders  of any Series  unless  otherwise  required by
applicable law, to combine the assets and  liabilities  held with respect to any
two or more  Series into assets and  liabilities  held with  respect to a single
Series.

     (i)  Elimination  of  Series.   At  any  time  that  there  are  no  Shares
outstanding  of a Series (or class),  the  Trustees  may abolish such Series (or
class).  If a class of a Series has  outstanding  Shares,  the Trustees  may, in
their sole discretion and without Shareholder approval,  abolish any such class;
provided that, prior to abolishing such class without Shareholder approval,  the
Board of Trustees shall make a determination  that the manner of abolishing such
class  (i)  is  consistent  with  the  fair  and  equitable   treatment  of  all
Shareholders;  (ii) shall not adversely  affect to a material  degree the rights
and  preferences  of the Shares of any Series (or class) or increase or decrease
the par value of the  Shares  of any  Series  (or  class);  and (iii)  shall not
require Shareholder approval under the 1940 Act or other applicable law.

                                   ARTICLE IV.

                              The Board of Trustees

     Section 1. Number, Election and Tenure. The number of Trustees constituting
the Board of Trustees  shall be fixed from time to time by a written  instrument
signed, or by resolution  approved at a duly constituted  meeting, by a majority
of the Board of Trustees,  provided,  however, that the number of Trustees shall
in no event be less  than one (1) nor more than  fifteen  (15).  Subject  to the
requirements of Section 16 (a) of the 1940 Act, the Board of Trustees, by action
of a majority  of the then  Trustees  at a duly  constituted  meeting,  may fill
vacancies in the Board of Trustees and remove  Trustees  with or without  cause.
Each Trustee shall serve during the continued  lifetime of the Trust until he or
she dies,  resigns,  is declared bankrupt or incompetent by a court of competent
jurisdiction,  or is  removed.  Any  Trustee  may  resign at any time by written
instrument  signed  by him and  delivered  to any  officer  of the Trust or to a
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified  to be effective  at some other time.  Except to the extent  expressly
provided in a written  agreement  with the Trust,  no Trustee  resigning  and no
Trustee  removed  shall  have  any  right  to any  compensation  for any  period
following his or her  resignation  or removal,  or any right to damages or other
payment on account of such removal. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the  outstanding  Shares of the Trust. A
meeting of  Shareholders  for the purpose of  electing  or removing  one or more
Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon


                                       7


the demand of Shareholders  owning 10% or more of the Shares of the Trust in the
aggregate.

     Section 2.  Effect of Death,  Resignation,  etc.  of a Trustee.  The death,
declination,  resignation,  retirement,  removal,  or  incapacity of one or more
Trustees,  or all of them, shall not operate to annul the Trust or to revoke any
existing  agency  created  pursuant to the terms of this  Declaration  of Trust.
Whenever a vacancy in the Board of Trustees  shall occur,  until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office,  regardless
of their  number,  shall have all the powers  granted to the  Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.

     Section 3. Powers.  Subject to the provisions of this Declaration of Trust,
the  business of the Trust shall be managed by the Board of  Trustees,  and such
Board  shall  have  all  powers  necessary  or  convenient  to  carry  out  that
responsibility  including  the power to engage in  transactions  of all kinds on
behalf of the Trust. Trustees, in all instances, shall act as principals and are
and shall be free from the control of the Shareholders.  The Trustees shall have
full power and  authority to do any and all acts and to make and execute any and
all  contracts,  documents  and  instruments  that they may consider  desirable,
necessary or appropriate  in connection  with the  administration  of the Trust.
Without  limiting the  foregoing,  the  Trustees  may:  adopt,  amend and repeal
By-Laws  not  inconsistent  with this  Declaration  of Trust  providing  for the
regulation  and  management  of the affairs of the Trust;  elect and remove such
officers and appoint and  terminate  such agents as they  consider  appropriate;
appoint from their own number and establish and terminate one or more committees
consisting  of two or more Trustees who may exercise the powers and authority of
the Board of Trustees to the extent that the Trustees  determine;  employ one or
more  custodians of the assets of the Trust and may authorize such custodians to
employ  subcustodians  and to deposit all or any part of such assets in a system
or systems for the  central  handling of  securities  or with a Federal  Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal  Underwriters  or otherwise;  redeem,  repurchase and transfer
Shares  pursuant to applicable  law; set record dates for the  determination  of
Shareholders  with respect to various  matters;  declare and pay  dividends  and
distributions  to  Shareholders  of each Series from the assets of such  Series;
establish  from time to time, in accordance  with the provisions of Article III,
Section 6 hereof,  any  Series of  Shares,  each  such  series to  operate  as a
separate and distinct  investment medium and with separately  defined investment
objectives and policies and distinct investment purpose; and in general delegate
such  authority as they consider  desirable to any officer of the Trust,  to any
committee  of the  Trustees  and to any agent or employee of the Trust or to any
such custodian,  transfer or shareholder servicing agent,  Investment Manager or
Principal  Underwriter.  Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive.  In construing the
provisions of this Declaration of Trust, the presumption  shall be in favor of a
grant of power to the Trustees and unless otherwise specified herein or required
by the 1940 Act or other  applicable  law,  any action by the Board of  Trustees
shall be deemed  effective  if approved  or taken by a majority of the  Trustees
then in office or a majority of any duly


                                       8


constituted committee of Trustees.  Any action required or permitted to be taken
at any meeting of the Board of Trustees,  or any committee thereof, may be taken
without a meeting if all members of the Board of Trustees or  committee  (as the
case may be) consent  thereto in writing,  and the writing or writings are filed
with the minutes of the  proceedings  of the Board of  Trustees,  or  committee,
except as otherwise provided in the 1940 Act.

     Without limiting the foregoing, the Trust shall have power and authority:

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

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

     (c)  To vote or give  assent,  or exercise  any rights of  ownership,  with
respect to stock or other  securities  or  property;  and to execute and deliver
proxies or powers of attorney to such  person or persons as the  Trustees  shall
deem proper,  granting to such person or persons such power and discretion  with
relation to securities or property as the Trustees shall deem proper;

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


                                       9


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

     (f)  To consent  to, or  participate  in, any plan for the  reorganization,
consolidation  or merger of any  corporation  or issuer of any security which is
held in the Trust; to consent to any contract,  lease,  mortgage,  purchase,  or
sale  of  property  by  such  corporation  or  issuer;   and  to  pay  calls  or
subscriptions with respect to any security held in the Trust;

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

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

     (i)  To enter into joint ventures,  general or limited partnerships and any
other combinations or associations;

     (j)  To borrow  funds or other  property in the name of the Trust or Series
exclusively for Trust purposes;

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

     (l)  To purchase and pay for entirely out of Trust  Property such insurance
as the Trustees may deem necessary,  desirable or appropriate for the conduct of
the business,  including,  without  limitation,  insurance policies insuring the
assets of the Trust or payment of  distributions  and principal on its portfolio
investments,  and  insurance  policies  insuring  the  Shareholders,   Trustees,
officers,  employees,  agents,  Investment Manager,  principal underwriters,  or
independent  contractors  of the  Trust,  individually  against  all  claims and
liabilities of every nature arising by reason of holding Shares,  holding, being
or having held any such office or position,  or by reason of any action  alleged
to have been taken or omitted by any such Person as Trustee, officer,  employee,
agent,  investment Manager,  Principal Underwriter,  or independent  contractor,
including  any action  taken or omitted  that may be  determined  to  constitute


                                       10


negligence,  whether  or not the Trust  would have the power to  indemnify  such
Person against liability; and

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

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

     Section 4. Payment of Expenses by the Trust.  Subject to the  provisions of
Article III,  Section  6(b),  the Trustees are  authorized to pay or cause to be
paid out of the principal or income of the Trust or Series, or partly out of the
principal  and  partly  out of income,  and to charge or  allocate  the same to,
between  or among  such one or more of the  Series  that may be  established  or
designated  pursuant to Article III,  Section 6, all  expenses,  fees,  charges,
taxes and  liabilities  incurred  or  arising  in  connection  with the Trust or
Series, or in connection with the management thereof, including, but not limited
to, the Trustees' compensation and such expenses and charges for the services of
the Trust's officers,  employees,  Investment  Manager,  Principal  Underwriter,
auditors, counsel,  custodian,  transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.

     Section 5. Ownership of Assets of the Trust.  Title to all of the assets of
the Trust shall at all times be considered  as vested in the Trust,  except that
the Trustees  shall have power to cause legal title to any Trust  Property to be
held by or in the  name of one or more of the  Trustees,  or in the  name of the
Trust,  or in the name of any other  Person  as  nominee,  on such  terms as the
Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal,
or death of a Trustee he or she shall automatically cease to have any such title
in any of the  Trust  Property,  and the  title  of such  Trustee  in the  Trust
Property shall vest  automatically in the remaining  Trustees.  Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and  delivered  The Trustees may  determine  that the Trust or the
Trustees,  acting  for and on  behalf  of the  Trust,  shall be  deemed  to hold
beneficial  ownership of any income earned on the securities owned by the Trust,
whether domestic or foreign.

     Section 6. Service Contracts.

     (a)  The  Trustees  may,  at any time and from time to time,  contract  for
exclusive or nonexclusive  advisory,  management and/or administrative  services
for the Trust or for any  Series  with any  Person;  and any such  contract  may
contain  such other


                                       11


terms as the Trustees may determine, including without limitation, authority for
the Investment Manager to determine from time to time without prior consultation
with the Trustees what investments  shall be purchased,  held, sold or exchanged
and what  portion,  if any, of the assets of the Trust shall be held  uninvested
and to make changes in the Trust's investments,  and such other responsibilities
as may specifically be delegated to such Person.

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

     (c)  The Trustees are also empowered, at any time and from time to time, to
contract with any Persons,  appointing such Person(s) to serve as  custodian(s),
transfer agent and/or  shareholder  servicing agent for the Trust or one or more
of its  Series.  Every  such  contract  shall  comply  with such terms as may be
required by the Trustees.

     (d)  The Trustees are further empowered, at any time and from time to time,
to contract with any Persons to provide such other  services to the Trust or one
or more of the Series, as the Trustees  determine to be in the best interests of
the Trust and the applicable Series.

     (e)  The fact that:

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

          (ii) any Person with which an advisory,  management or  administration
     contract or Principal Underwriter's or distributor's contract, or transfer,
     shareholder  servicing  or other type of service  contract may be made also
     has an  advisory,  management  or  administration  contract,  or  principal
     underwriter's or distributor's contract, or transfer, shareholder servicing
     or other  service  contract,  or has other  business or interests  with any
     other Person,

shall  not  affect  the  validity  of  any  such  contract  or  disqualify   any
Shareholder,  Trustee or officer of the Trust from voting upon or executing  the
same,  or  create  any  liability  or   accountability   to  the  Trust  or  its
Shareholders,  provided  approval of each such  contract is made pursuant to the
applicable requirements of the 1940 Act.


                                       12


                                   ARTICLE V.

                    Shareholders' Voting Powers and Meetings

     Section 1.  Voting  Powers.  Subject  to the  provisions  of  Article  III,
Sections 5 and 6(d), the Shareholders  shall have right to vote only (i) for the
election or removal of  Trustees as provided in Article IV,  Section 1, and (ii)
with respect to such additional matters relating to the Trust as may be required
by the applicable  provisions of the 1940 Act,  including Section 16(a) thereof,
and (iii) on such other  matters  as the  Trustees  may  consider  necessary  or
desirable.  Each whole  Share  shall be entitled to one vote as to any matter on
which it is  entitled to vote and each  fractional  Share shall be entitled to a
proportionate  fractional  vote.  There  shall be no  cumulative  voting  in the
election  of  Trustees.  Shares  may be voted in  person  or by  proxy.  A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless  challenged  at or  prior  to its  exercise  and the  burden  of  proving
invalidity shall rest on the challenger.

     Section 2. Voting Power and Meetings.  Meetings of the  Shareholders may be
called by the Trustees  for the purposes  described in Section 1 of this Article
V. A  meeting  of  Shareholders  may be  held  at any  place  designated  by the
Trustees. Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by delivering  personally or mailing such notice not
more than ninety (90), nor less than ten (10) days before such meeting,  postage
prepaid,  stating the time and place of the meeting,  to each Shareholder at the
Shareholder's Address as it appears on the records of the Trust. Whenever notice
of a meeting is required to be given to a Shareholder  under this Declaration of
Trust, a written waiver  thereof,  executed  before or after the meeting by such
Shareholder  or his or her  attorney  thereunto  authorized  and filed  with the
records of the meeting,  or actual  attendance at the meeting of Shareholders in
person or by proxy, shall be deemed equivalent to such notice.

     Section  3.  Quorum  and  Required  Vote.  Except  when a larger  quorum is
required by the applicable provisions of the 1940 Act, the presence in person or
by  proxy  of a  majority  of the  Shares  entitled  to vote on a  matter  shall
constitute a quorum at a Shareholders'  meeting. Any meeting of Shareholders may
be adjourned from time to time by a majority of the votes properly cast upon the
question  of  adjourning  a meeting to another  date and time,  whether or not a
quorum is present,  and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice. Subject
to the provisions of Article III, Section 6(d) and the applicable  provisions of
the 1940 Act, when a quorum, is present at any meeting, a majority of the Shares
voted shall decide any questions except only a plurality vote shall be necessary
to elect Trustees.

     Section 4. Action by Written Consent.  Any action taken by Shareholders may
be taken without a meeting if all the holders of Shares  entitled to vote on the
matter are provided with not less than 7 days written notice thereof and written
consent to the action is filed with the records of the meetings of  Shareholders
by the  holders of the number of shares  that would be  required  to approve the
matter as provided in Article V,


                                       13


Section 3. Such  consent  shall be treated for all purposes as a vote taken at a
meeting of Shareholders.

     Section 5. Record Dates.  For the purpose of determining  the  Shareholders
who are entitled to vote or act at any meeting or any adjournment  thereof,  the
Trustees may fix a time,  which shall be not more than ninety (90) nor less than
ten (10) days before the date of any meeting of Shareholders, as the record date
for  determining the  Shareholders  having the right to notice of and to vote at
such meeting and any adjournment  thereof, and in such case only Shareholders of
record on such record date shall have such right,  notwithstanding  any transfer
of shares on the books of the Trust  after the record  date.  For the purpose of
determining the Shareholders who are entitled to receive payment of any dividend
or of any other distribution, the Trustees may fix a date, which shall be before
the date for the payment of such  dividend or  distribution,  as the record date
for  determining the  Shareholders  having the right to receive such dividend or
distribution.  Nothing in this  Section  shall be construed  as  precluding  the
Trustees from setting different record dates for different Series.

                                   ARTICLE VI.

                 Net Asset Value, Distributions, and Redemptions

     Section 1. Determination of Net Asset Value, Net Income, and Distributions.
Subject  to Article  III,  Section 6 hereof,  the  Trustees,  in their  absolute
discretion,  may  prescribe  and  shall set  forth in the  By-laws  or in a duly
adopted  resolution of the Trustees such bases and time for  determining the per
Share net  asset  value of the  Shares of any  Series  and the  declaration  and
payment of dividends and  distributions on the Shares of any Series, as they may
deem necessary or desirable.

     Section 2.  Redemptions  and  Repurchases.  The Trust shall  purchase  such
Shares as are offered by any  Shareholder  for  redemption,  upon receipt by the
Trust or a Person  designated by, the Trust that the Trust redeem such Shares or
in accordance  with such procedures for redemption as the Trustees may from time
to time authorize;  and the Trust will pay therefor the net asset value thereof,
in accordance  with the By-Laws and the  applicable  provisions of the 1940 Act.
Payment for said  Shares  shall be made by the Trust to the  Shareholder  within
seven days after the date on which the  request  for  redemption  is received in
proper  form.  The  obligation  set forth in this  Section 2 is  subject  to the
provision  that in the  event  that any time the New York  Stock  Exchange  (the
"Exchange") is closed for other than weekends,  or holidays,  or if permitted by
the Rules of the  Commission  during  periods  when  trading on the  Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable  Series or to determine  fairly the
value of the net assets  held with  respect  to such  Series or during any other
period  permitted by order of the  Commission  for the  protection of investors,
such obligations may be suspended or postponed by the Trustees.

     The redemption  price may in any case or cases be paid in cash or wholly or
partly in kind in accordance  with Rule 18f-1 under the 1940 Act if the Trustees


                                       14


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


                                       15


     Section 3. Redemptions at the Option of the Trust. The Trust shall have the
right,  at its option,  upon 60 days notice to the affected  Shareholder  at any
time to redeem  Shares of any  Shareholder  at the net asset  value  thereof  as
described in Section 1 of this Article VI: (i) if at such time such  Shareholder
owns  Shares of any Series  having an  aggregate  net asset value of less than a
minimum  value  determined  from  time to time by the  Trustees;  or (ii) to the
extent that such  Shareholder owns Shares of a Series equal to or in excess of a
maximum percentage of the outstanding Shares of such Series determined from time
to time by the  Trustees;  or (iii) to the  extent  that such  Shareholder  owns
Shares equal to or in excess of a maximum  percentage,  determined  from time to
time by the Trustees, of the outstanding Shares of the Trust.

     Section 4.  Transfer  of Shares.  The Trust shall  transfer  shares held of
record by any Person to any other  Person upon  receipt by the Trust or a Person
designated by the Trust of a written request therefore in such form and pursuant
to such procedures as may be approved by the Trustees.

                                  ARTICLE VII.

                    Compensation and Limitation of Liability

     Section 1. Compensation of Trustees. The Trustees as such shall be entitled
to reasonable  compensation  from the Trust, and they may fix the amount of such
compensation  from time to time.  Nothing  herein  shall in any way  prevent the
employment of any Trustee to-provide advisory,  management,  legal,  accounting,
investment  banking  or  other  services  to  the  Trust  and  to  be  specially
compensated for such services by the Trust.

     Section 2. Indemnification and Limitation of Liability.  The Trustees shall
not be  responsible or liable in any event for any neglect or wrong-doing of any
officer,  agent,  employee,  Manager or Principal  Underwriter of the Trust, nor
shall any Trustee be  responsible  for the act or omission of any other Trustee,
and,  subject to the  provisions of the Bylaws,  the Trust out of its assets may
indemnify and hold harmless each and every Trustee and officer of the Trust from
and against any and all claims,  demands,  costs, losses,  expenses, and damages
whatsoever arising out of or related to such Trustee's performance of his or her
duties as a Trustee  or  officer  of the Trust;  provided  that  nothing  herein
contained shall indemnify,  hold harmless or protect any Trustee or officer from
or against  any  liability  to the Trust or any  Shareholder  to which he or she
would otherwise be subject by reason of willful  misfeasance,  bad faith,  gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

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


                                       16


     Section 3.  Trustee's  Good Faith Action,  Expert Advice No Bond or Surety.
The  exercise by the Trustees of their  powers  hereunder  shall be binding upon
everyone  interested in or dealing with the Trust.  A Trustee shall be liable to
the Trust and to any Shareholder  solely for his or her own wilful  misfeasance,
bad faith,  gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes  of fact or law.  The  Trustees  may take advice of counsel or other
experts with respect to the meaning and operation of this  Declaration of Trust,
and shall be under no liability for any act or omission in accordance  with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.

     Section 4.  Insurance.  The Trustees shall be entitled and empowered to the
fullest  extent  permitted by law to purchase  with Trust assets  insurance  for
liability  and for all  expenses  reasonably  incurred or paid or expected to be
paid by a Trustee or officer in  connection  with any claim,  action,  suit,  or
proceeding in which he or she becomes  involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify  him or her against such  liability  under the  provisions  of this
Article.

                                  ARTICLE VIII.

                                  Miscellaneous

     Section 1.  Liability of Third  Persons  Dealing with  Trustees.  No Person
dealing  with the  Trustees  shall be bound to make any inquiry  concerning  the
validity of any transaction  made or to be made by the Trustees or to see to the
application of any payments,  made or properly  transferred to the Trust or upon
its order.

     Section 2.  Termination of Trust or Series.  Unless  terminated as provided
herein,  the Trust shall continue  without  limitation of time. The Trust may be
terminated at any time, by the Trustees upon 60 days prior written notice to the
Shareholders.  Any Series may be  terminated at any time by the Trustees upon 60
days prior written notice to the Shareholders of that Series.

     Upon  termination  of the Trust (or any Series,  as the case may be), after
paying or otherwise providing for all charges,  taxes,  expenses and liabilities
held,  severally,  with respect to each Series (or the applicable Series, as the
case may be),  whether due or accrued or  anticipated  may be  determined by the
Trustees,  the Trust shall,  in accordance  with such procedures as the Trustees
consider appropriate,  reduce the remaining assets held, severally, with respect
to each Series (or the applicable  Series, as the case may be), to distributable
form in cash or shares or other  securities,  and any combination  thereof,  and
distribute  the  proceeds  held with  respect to each Series (or the  applicable
Series,  as the case may be), to the  Shareholders of that Series,  as a Series,
ratably  according  to the number of Shares of that  Series  held by the several
Shareholders on the date of termination.


                                       17


     Section 3. Merger and  Consolidation.  The Trustees may cause (i) the Trust
or one or more of its Series to the extent  consistent with applicable law to be
merged into or  consolidated  with  another  Trust,  series or Person,  (ii) the
Shares of the Trust or any Series to be converted into  beneficial  interests in
another  statutory trust (or series  thereof),  (iii) the Shares to be exchanged
for assets or property under or pursuant to any state or federal  statute to the
extent  permitted by-law or (iv) a sale of assets of the Trust or one or more of
its Series.  Such merger or consolidation,  Share conversion,  Share exchange or
sale of assets must be  authorized  by vote as provided in Article V,  Section 3
herein; provided that in all respects not governed by statute or applicable law,
the  Trustees  shall  have  power  to  prescribe  the  procedure   necessary  or
appropriate  to  accomplish  a  sale  of  assets,  Share  exchange,   merger  or
consolidation  including  the power to  create  one or more  separate  statutory
trusts to which all or any part of the assets, liabilities, profits or losses of
the Trust may be transferred  and to provide for the conversion of Shares of the
Trust or any Series into beneficial  interests in such separate  statutory trust
or trusts (or series thereof).

     Section 4.  Amendments.  This  Declaration of Trust may be restated  and/or
amended  at any time by an  instrument  in writing  signed by a majority  of the
Trustees then holding office. Any such restatement and/or amendment hereto shall
be effective  immediately upon execution and approval.  The Certificate of Trust
of the Trust may be restated and/or amended by a similar procedure, and any such
restatement and/or amendment shall be effective immediately upon filing with the
office of the  Secretary  of State of the State of  Delaware or upon such future
date as may be stated therein.

     Section 5. Filing of Copies References, Headings. The original or a copy of
this instrument and of each restatement and/or amendment hereto shall be kept at
the office of the Trust where it may be  inspected  by any  Shareholder.  Anyone
dealing with the Trust may rely on a  certificate  by an officer of the Trust as
to whether or not any such restatements  and/or amendments have been made and as
to any matters in connection with the Trust hereunder; and, with the same effect
as if it were the  original,  may rely on a copy  certified by an officer of the
Trust  to be a copy  of  this  instrument  or of any  such  restatements  and/or
amendments.  In this instrument,  and in any such restatements and/or amendment,
references to this instrument,  and all expressions like "herein,"  "hereof" and
"hereunder,"  shall be deemed to refer to this instrument as amended or affected
by any such  restatements  and/or  amendments.  Headings,  are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning,  construction or effect of this instrument.  Whenever the
singular  number is used  herein,  the same shall  include the  plural;  and the
neuter,  masculine and feminine genders shall include each other, as applicable.
This  instrument  may be  executed in any number of  counterparts  each of which
shall be deemed an original.

     Section 6.  Applicable  Law.  This  Agreement and  Declaration  of Trust is
created under and is to be governed by and construed and administered  according
to the laws of the State of Delaware  and the Delaware  Statutory  trust Act, as
amended from time to time (the "Act").  The Trust shall be a Delaware  statutory
trust  pursuant to


                                       18


such Act, and without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a statutory trust.

     Section 7. Provisions in Conflict with Law or Regulations

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

     (b)  If any provision of the  Declaration of Trust shall be held invalid or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction  or any other  provision of the
Declaration of Trust in any jurisdiction.


                                       19


     Section 8.  Statutory  Trust Only.  It is the  intention of the Trustees to
create a statutory  trust  pursuant  to the Act,  and thereby to create only the
relationship  of trustee and  beneficial  owners  within the meaning of such Act
between  the  Trustees  and each  Shareholder.  It is not the  intention  of the
Trustees  to create a general  partnership,  limited  partnership,  joint  stock
association,  corporation,  bailment,  joint  venture,  or  any  form  of  legal
relationship  other than a statutory trust pursuant to such Act. Nothing in this
Declaration  of Trust shall be  construed  to make the  Shareholders,  either by
themselves  or  with  the  Trustees,  partners  or  members  of  a  joint  stock
association.

     Section 9. Use of the Name "UBS".  The name "UBS" and all rights to the use
of the name "UBS" belong to UBS AG or its affiliates  (together "UBS").  UBS has
consented to the use by the Trust of the identifying  word "UBS" and has granted
to the Trust a  non-exclusive  license to use the name "UBS" as part of the name
of the  Trust  and the name of any  Series  of  Shares.  In the  event UBS or an
affiliate of UBS is not  appointed as Manager or ceases to be the Manager of the
Trust or of any Series  using such  names,  the  non-exclusive  license  granted
herein may be revoked by UBS and the Trust  promptly  shall cease using the name
"UBS" as part of its name or the name of any Series of Shares,  upon  receipt of
the written  request  therefore by UBS or any successor to its interests in such
name.

     IN WITNESS WHEREOF,  the Trustees named below do hereby make and enter into
this Amended and Restated  Agreement and Declaration of Trust as of the 28th day
of September, 2004.



/s/Walter E. Auch                         /s/Edward M. Roob
Walter E. Auch                            Edward M. Roob
6001 N. 62nd Place                        841 Woodbine Lane
Paradise Valley, Arizona  85253           Northbrook, Illinois  60062




/s/Adela Cepeda                           /s/J. Mikesell Thomas
Adela Cepeda                              J. Mikesell Thomas
A.C. Advisory, Inc.                       Federal Home Loan Bank of Chicago
161 North Clark Street                    111 East Wacker Drive
Suite 4975                                Suite 800
Chicago, Illinois  60601                  Chicago, Illinois  60601




/s/Frank K. Reilly
Frank K. Reilly
University of Notre Dame
College of Business Administration,
Room 307A
Notre Dame, Indiana  46556-0399


                                       20


THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS

One North Wacker Drive
Chicago, Illinois  60606


                                       21





                                                                       EXHIBIT A

                         SERIES AND CLASSES OF THE TRUST

I.   Pursuant to Article III,  Section 1 of the Declaration of Trust, the Shares
     of beneficial interest of the Trust are divided into the following separate
     Series of Shares  established  and  designated  as: UBS U.S. Bond Fund, UBS
     High Yield Fund,  UBS U.S.  Large Cap Equity Fund, UBS U.S. Large Cap Value
     Equity  Fund,  UBS U.S.  Large Cap Growth Fund,  UBS U.S.  Small Cap Equity
     Fund, UBS U.S. Small Cap Growth Fund, UBS U.S. Real Estate Equity Fund, UBS
     Global  Allocation  Fund, UBS Global Equity Fund, UBS Global Bond Fund, UBS
     International  Equity Fund,  UBS Emerging  Markets Debt Fund,  UBS Emerging
     Markets Equity Fund, UBS Dynamic Alpha Fund, UBS Absolute Return Bond Fund,
     UBS U.S. Mid Cap Growth  Equity Fund and UBS U.S.  Equity Alpha Fund,  each
     with an  unlimited  number of Shares of  beneficial  interest,  (par  value
     $0.001 per share), with such rights and preferences as are set forth in the
     Declaration of Trust.

II.  Pursuant to Article III, Section 1 of the Declaration of Trust, each Series
     of the Trust is further  divided  into the  following  separate  classes of
     Shares established and designated as: Class A Shares, Class B Shares, Class
     C Shares and Class Y Shares,  with the exception of the UBS Absolute Return
     Bond Fund, the UBS U.S. Mid Cap Growth Equity Fund and the UBS U.S.  Equity
     Alpha Fund, which are divided into the following separate classes of Shares
     established  and designated as: Class A Shares,  Class C Shares and Class Y
     Shares.  Each  separate  class of each  Series has an  unlimited  number of
     Shares of beneficial interest, (par value of $0.001 per share). The Class B
     Shares  of a Series of the Trust are  further  divided  into the  following
     sub-classes  of Shares  established  and  designated  as: Class B-1 Shares,
     Class B-2  Shares,  Class B-3  Shares  and Class B-4  Shares,  each with an
     unlimited  number of Shares of beneficial  interest,  (par value $0.001 per
     share).

     A.   Each Class A Share,  Class B Share, Class C Share and Class Y Share of
          a Series shall have the rights and limitations as set forth in Section
          1 of  Article  III of the  Declaration  of  Trust,  except  that:  (i)
          dividends and distributions paid on Class A Shares, Class B Shares and
          Class C Shares of a Series shall  reflect  reductions  for payments of
          fees under the Series'  shareholder  services and/or distribution plan
          adopted pursuant to Rule 12b-1 of the 1940 Act for the Class A Shares,
          Class B Shares and Class C Shares, respectively; (ii) only the Class A
          Shares,  Class B Shares,  Class C Shares and Class Y Shares shall have
          (a) exclusive  voting rights with respect to any matter submitted to a
          vote of  shareholders  that  affects  only  holders of Class A Shares,
          Class B  Shares,  Class C Shares  and  Class Y  Shares,  respectively,
          including,  without  limitation,  the  provisions  or any  shareholder
          services and/or  distribution  plan adopted  pursuant to Rule 12b-1 of
          the 1940 Act for the Class A Shares, Class B Shares and


                                      A-1


          Class C Shares, and (b) no voting rights with respect to the provision
          of any shareholder  services and/or distribution plan adopted pursuant
          to Rule 12b-1 of the 1940 Act  applicable to any other class of shares
          of the Series or with regard to any other  matter  submitted to a vote
          of  shareholders  that does not now or in the future affect holders of
          the Class A Shares, Class B Shares, Class C Shares and Class Y Shares,
          respectively; and (iii) Class B Shares of a Series shall automatically
          convert to Class A Shares of the same Series, beginning in the seventh
          year (in the case of Class B-1  Shares),  beginning  in the fifth year
          (in the case of B-2 Shares), beginning in the fourth year (in the case
          if Class B-3 Shares) and  beginning  in the third year (in the case of
          Class B-4 Shares) that such Class B Shares are held.

     B.   Purchases of Class A Shares of a Series are subject to the  imposition
          of a sales charge according to the following  schedules,  which may be
          adjusted from time to time and are subject to such waivers as shall be
          determined  from time to time by UBS Global  Asset  Management  and as
          shall be described in the current  prospectuses  of the Class A Shares
          of the Series of the Trust:

          (i)  With respect to the Class A Shares of the Series  designated  and
               established  as the UBS U.S. Bond Fund,  UBS High Yield Fund, UBS
               Global   Bond   Fund  and  UBS   Emerging   Markets   Debt   Fund
               (collectively,  the "Fixed  Income  Series"),  sales  charges are
               imposed as follows:

                                                        Sales Charge as a
               Amount of Investment                       Offering Price
                                                     -------------------------

               Less than $100,000....................        4.50%
               $100,000 to $249,999..................        3.50%
               $250,000 to $499,999..................        2.50%
               $500,000 to $999,999..................        2.00%
               $1,000,000 and over...................        None

          (ii) With respect to the Class A Shares of the Series  designated  and
               established  as the UBS  Absolute  Return  Bond  Fund  (the  "ARB
               Series"), sales charges are imposed as follows:

                                                        Sales Charge as a
               Amount of Investment                       Offering Price
                                                     -------------------------

               Less than $50,000.....................        2.50%
               $50,000 to $99,999....................        2.00%
               $100,000 to $249,999..................        1.00%
               $250,000 and over.....................        None

          (iii) With respect to the Class A Shares of the Series designated and


                                      A-2


               established as the UBS U.S. Large Cap Equity Fund, UBS U.S. Large
               Cap Value Equity Fund,  UBS U.S.  Large Cap Growth Fund, UBS U.S.
               Small Cap Equity Fund,  UBS U.S.  Small Cap Growth Fund, UBS U.S.
               Real Estate Equity Fund, UBS Global  Allocation  Fund, UBS Global
               Equity Fund, UBS International  Equity Fund, UBS Emerging Markets
               Equity  Fund,  UBS Dynamic  Alpha Fund,  UBS U.S.  Mid Cap Growth
               Equity Fund and UBS U.S.  Equity  Alpha Fund  (collectively,  the
               "Equity Series"), sales charges are imposed as follows:

                                                        Sales Charge as a
               Amount of Investment                       Offering Price
                                                     -------------------------

               Less than $50,000.....................        5.75%
               $50,000 to $99,999....................        4.50%
               $100,000 to $249,999..................        3.50%
               $250,000 to $499,999..................        2.50%
               $500,000 to $999,999..................        2.00%
               $1,000,000 and over...................        None

          (iv) Purchases  of Class A Shares of the  Series  (except  for the ARB
               Series) of $1 million or more that are  redeemed  within one year
               after  purchase  are subject to the  imposition  of a  contingent
               deferred sales charge equal to 1% of the Class A Shares' offering
               price  or  the  net  asset  value  at the  time  of  sale  by the
               shareholder,  whichever is less, subject to such waivers as shall
               be  determined  from time to time by UBS Global Asset  Management
               and as shall be  described  in the  current  prospectuses  of the
               Class A Shares of the Series of the Trust.

          (v)  Purchases of Class A Shares of the ARB Series of $250,000 or more
               that are redeemed  within one year after  purchase are subject to
               the  imposition  of a contingent  deferred  sales charge equal to
               0.50% of the  Class A  Shares'  offering  price or the net  asset
               value at the time of sale by the shareholder,  whichever is less,
               subject to such waivers as shall be determined  from time to time
               by UBS Global Asset  Management  and as shall be described in the
               current  prospectuses  of the Class A Shares of the Series of the
               Trust.

     C.   Class B  Shares  of are  subject  to the  imposition  of a  contingent
          deferred  sales  charge  when  shares  are sold  before the end of the
          specified  periods  as shown in the  schedule  below,  subject to such
          waivers as shall be  determined  from time to time by UBS Global Asset
          Management  and as shall be described in the current  prospectuses  of
          the Class B Shares of a Series of the Trust:


                                      A-3


          If shares are sold    Percentage (based on amount of investment) by
          within:               which the shares' net asset value is multiplied:

                             Class B-1    Class B-2     Class B-3     Class B-4
                             Less than   $100,000 to   $250,000 to   $500,000 to
                              $100,000    $249,999       $499,999      $999,999
       1st year since
       purchase                  5%          3%             3%            2%
       2nd year since
       purchase                  4%          2%             2%            1%
       3rd year since
       purchase                  3%          2%             1%           None
       4th year since
       purchase                  2%          1%            None          None
       5th year since
       purchase                  2%         None           None          None
       6th year since
       purchase                  1%         None           None          None
       7th year since
       purchase                 None        None           None          None

          The  contingent  deferred  sales  charge  for the  Class B Shares of a
          Series is calculated by multiplying  the lesser of the net asset value
          of the Shares at the time of  purchase  or the net asset  value at the
          time of sale by the applicable percentage shown in the schedule above.

          Regardless of the amount of the  investment,  Class B Shares of Family
          Funds ("Family  Funds" include other UBS Funds,  UBS PACE Select funds
          and other funds for which UBS Global Asset Management (US) Inc. serves
          as principal  underwriter)  purchased or acquired prior to November 5,
          2001 and exchanged  (including  exchanges as part of a reorganization)
          for shares of the Series after November 5, 2001 (collectively,  "Prior
          Class B Shares") are subject to the  contingent  deferred sales charge
          schedule for Class B-1 Shares.  Class B-1 Shares of a Series that were
          received in exchange for Class B Shares of a Family  Fund,  held by an
          investor for six years, will  automatically  convert to Class A Shares
          of the same Series is beginning of the seventh year that the Class B-1
          Shares and Prior Class B Shares are held.

     D.   Class C Shares are subject to the  imposition of  contingent  deferred
          sales  charge  on  Class C  Shares  redeemed  within  one  year  after
          purchase, which shall be equal to the lesser of the net asset value of
          the Class C Shares at the time of  purchase  or the net asset value of
          such  Class C Shares  at the time of  sale,  multiplied  by 1% for the
          Equity Series,  0.75% for the Fixed Income  Series,  and 0.50% for the
          ARB Series,  subject to such waivers as shall be determined  from time
          to time by UBS Global  Asset  Management  and as shall be described in
          the  current  prospectuses  of the Class C Shares of the Series of the
          Trust.

March 8, 2006