FIRST INVESTORS TAX EXEMPT FUNDS
				40 Wall Street
				New York, NY 10005

				AMENDED AND RESTATED
				TRUST INSTRUMENT



				November 19, 2015


				Table of Contents
ARTICLE I  DEFINITIONS							1
ARTICLE II  THE TRUSTEES						2
Section 1.	MANAGEMENT OF THE TRUST.				2
Section 2.	CURRENT TRUSTEES; ELECTION AND NUMBER OF TRUSTEES.	3
Section 3.	TERM OF OFFICE OF TRUSTEES.				3
Section 4.	VACANCIES; APPOINTMENT OF TRUSTEES.			3
Section 5.	TEMPORARY VACANCY OR ABSENCE.				3
Section 6.	CHAIRPERSON.						4
Section 7.	ACTION BY THE TRUSTEES.					4
Section 8.	OWNERSHIP OF TRUST PROPERTY.				4
Section 9.	EFFECT OF TRUSTEES NOT SERVING.				4
Section 10.	TRUSTEES AND OTHERS AS SHAREHOLDERS.			4
ARTICLE III  POWERS OF THE TRUSTEES					5
Section 1.	POWERS.							5
Section 2.	CERTAIN TRANSACTIONS.					8
Section 3.	LITIGATION.						8
Section 4.	NO IMPLIED DUTIES OR LIABILITIES.			9
ARTICLE IV  SERIES; CLASSES; SHARES					9
Section 1.	ESTABLISHMENT OF SERIES AND CLASSES.			9
Section 2.	SHARES.							10
Section 3.	INVESTMENTS IN SERIES OF THE TRUST.			10
Section 4.	ASSETS AND LIABILITIES OF SERIES AND CLASSES.		10
Section 5.	OWNERSHIP AND TRANSFER OF SHARES.			11
Section 6.	STATUS OF SHARES; LIMITATION OF SHAREHOLDER LIABILITY.	11
ARTICLE V  DISTRIBUTIONS, REDEMPTIONS AND NET ASSET VALUE		12
Section 1.	DISTRIBUTIONS.						12
Section 2.	REDEMPTIONS.						12
Section 3.	DETERMINATION OF NET ASSET VALUE PER SHARE.		13
Section 4.	SUSPENSION OF RIGHT OF REDEMPTION.			13
ARTICLE VI  SHAREHOLDERS' VOTING POWERS AND MEETINGS			13
Section 1.	VOTING POWERS.						13
Section 2.	MEETINGS OF SHAREHOLDERS.				14
Section 3.	QUORUM; REQUIRED VOTE.					14
ARTICLE VII  CONTRACTS WITH SERVICE PROVIDERS				15
Section 1.	INVESTMENT ADVISER.					15
Section 2.	PRINCIPAL UNDERWRITER.					15
Section 3.	CUSTODIAN.						15
Section 4.	TRANSFER AGENCY, SHAREHOLDER SERVICES AND
ADMINISTRATION AGREEMENTS.						15
Section 5.	PARTIES TO CONTRACTS WITH SERVICE PROVIDERS.		15
ARTICLE VIII  EXPENSES OF THE TRUST, SERIES AND CLASSES			16
ARTICLE IX  LIMITATION OF LIABILITY AND INDEMNIFICATION			17
Section 1.	LIMITATION OF LIABILITY.				17
Section 2.	INDEMNIFICATION.					17


					ii


Section 3.	INDEMNIFICATION OF SHAREHOLDERS.			18
ARTICLE X  MISCELLANEOUS						19
Section 1.	TRUST NOT A PARTNERSHIP.				19
Section 2.	TRUSTEE ACTION; EXPERT ADVICE; NO BOND OR SURETY.	19
Section 3.	TERMINATION OR REORGANIZATION OF THE TRUST.		19
Section 4.	TRUST INSTRUMENT.					21
Section 5.	APPLICABLE LAW AND VENUE.				21
Section 6.	DERIVATIVE ACTIONS.					22
Section 7.	AMENDMENTS.						23
Section 8.	FISCAL YEAR.						24
Section 9.	SEVERABILITY.						24
Section 10.	INTERPRETATION.						24


					ii


			FIRST INVESTORS TAX EXEMPT FUNDS

			AMENDED AND RESTATED TRUST INSTRUMENT

      This AMENDED AND RESTATED TRUST INSTRUMENT is made as of November
19, 2015 by the Trustees to continue First Investors Tax Exempt Funds (the
"Trust") as a Delaware statutory 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
pursuant to this Trust Instrument.  The name of the Trust continued by
this Trust Instrument is "First Investors Tax Exempt Funds."

      The Trust was created as a Delaware statutory trust under the
Delaware Act (as defined below) pursuant to that certain Trust Instrument
dated August 15, 2005 (the "Initial Trust Instrument"), and the filing of
the Certificate of Trust of the Trust.  The Initial Trust Instrument is
hereby amended and restated in its entirety as set forth in this Trust
Instrument.  The Trust shall continue to constitute a statutory trust
under the Delaware Act and this Trust Instrument shall constitute the
governing instrument of the Trust.

					ARTICLE I

					DEFINITIONS

      Unless otherwise provided or required by the context:

      (a)	"Assets belonging to" a Series has the meaning set forth
in Article IV, Section 4;

      (b)	"By-laws" means the By-laws of the Trust adopted by the
Trustees, as amended
from time to time;

      (c)	"Class" means a class of Shares of a Series established
pursuant to Article IV;

      (d)	"Commission," "Interested Person" and "Principal
Underwriter" have the meanings provided in the 1940 Act;

      (e)	"Covered Person" means a person so defined in Article IX,
Section 2;

      (f)	"Delaware Act" means Chapter 38 of Title 12 of the
Delaware Code, entitled "Treatment of Delaware Statutory Trusts," as
amended from time to time;

      (g)	"Liabilities" means liabilities, debts, obligations,
expenses, costs, charges and reserves;

      (h)	"Majority Shareholder Vote" means "the vote of a majority
of the outstanding voting securities" as defined in the 1940 Act;

      (i)	"Net Asset Value per Share" means the net asset value of
each Series or Class, determined as provided in Article V, Section 3;


					-1-


      (j)	"Outstanding Shares" means Shares shown in the books of
the Series or their transfer agent as then issued and outstanding but does
not include Shares that have been repurchased or redeemed by a Series and
that are held in the treasury of the Series;

      (k)	"Series" means a series of Shares established pursuant to
Article IV;

      (l)	"Shareholder" means a record owner of Outstanding Shares;

      (m)	"Shares" means the equal proportionate transferable units
of interest into which the beneficial interest of each Series or Class is
divided from time to time (including whole Shares and fractions of Shares);

      (n)	"Trust" means "First Investors Tax Exempt Funds", the
Delaware statutory trust established under the Delaware Act by the Initial
Trust Instrument and the filing of the certificate of trust in the Office
of the Secretary of State of Delaware and continued by this Trust
Instrument;

      (o)	"Trust Property" means any and all property, real or
personal, tangible or intangible, that is from time to time owned or held
by or for the account of the Trust and not allocated to any Series;

      (p)	"Trustees" means the persons who have signed this Trust
Instrument and all other persons who may from time to time be duly
qualified, elected or appointed, and serving as Trustees in accordance
with Article II, in each case so long as such persons continue in office
in accordance with the terms hereof, and reference herein to a Trustee or
the Trustees refers to such person or persons in his or her capacity as
Trustees hereunder; and

      (q)	"1940 Act" means the Investment Company Act of 1940 and
the rules and regulations thereunder, all as amended from time to time.

					ARTICLE II

					THE TRUSTEES
      Section 1.	MANAGEMENT OF THE TRUST.  The business and affairs
of the Trust and each Series shall be managed by or under the direction of
the Trustees.  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 and to carry on such other business as the
Trustees may from time to time determine pursuant to their authority under
this Trust Instrument.  In furtherance of the foregoing, it shall be the
purpose of the Trust and each Series to do everything necessary, suitable,
convenient or proper for the conduct, promotion and attainment of any
businesses and purposes which at any time may be incidental or may appear
conducive or expedient for the accomplishment of the business of an
investment company registered under the 1940 Act and which may be engaged
in or carried on by a statutory trust organized under the Delaware Act,
and in connection therewith the Trust shall have and may exercise all of
the powers conferred by the laws of the State of Delaware upon a Delaware
statutory trust.  The Trustees may execute all instruments and take all
action they deem necessary, proper or desirable to promote


					-2-


the interests of the Trust and the Series.  Any determination made by the
Trustees in good faith as to what is in the interests of the Trust and the
Series shall be conclusive.

      Section 2.	CURRENT TRUSTEES; ELECTION AND NUMBER OF TRUSTEES.
The Trustees as of the date hereof shall be the persons signing this Trust
Instrument.  From and after the date hereof, the number of Trustees shall
be fixed from time to time by a majority of the Trustees; provided,
however, that there shall be at least two Trustees.  Shareholders shall
not be entitled to elect Trustees except as required by the 1940 Act or
under this Trust Instrument.

      Section 3.	TERM OF OFFICE OF TRUSTEES.  Subject to any
limitations on the term of service imposed by the By-laws, each Trustee
shall hold office until his or her successor is elected or the Trust
terminates; except that (a) any Trustee may resign by delivering to the
other Trustees or to any Trust officer 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 retirement, 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.

      Section 4.	VACANCIES; APPOINTMENT OF TRUSTEES.  Whenever a
vacancy exists 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 1940 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 number of 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 or her 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 or
she shall be deemed a Trustee hereunder.  The power of appointment is
subject to Section 16(a) of the 1940 Act.

      Section 5.	TEMPORARY VACANCY OR ABSENCE.  Whenever a vacancy
in the Board of Trustees occurs, until such vacancy is filled, or while any
Trustee is absent from his or her 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.

      Section 6.	CHAIRPERSON.  The Trustees shall appoint one of
their members to be Chairperson of the Board of Trustees.  The Chairperson
shall preside at all meetings of the Trustees and shall assume such other
duties as the Board of Trustees may assign to the Chairperson from time to
time.


					-3-


      Section 7.	ACTION BY THE TRUSTEES.  Unless otherwise specified
herein or in the By-laws or required by law, any action by the Trustees
shall be deemed effective if approved or taken by a majority of the
Trustees present at a duly called meeting of Trustees (including a
meeting by telephonic or other electronic means, unless the 1940 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 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.  Subject to the requirements of the
1940 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.

      Section 8.	OWNERSHIP OF TRUST PROPERTY.  Title to the Trust
Property shall at all times be considered as vested in the Trust.  Title
to Assets belonging to a Series shall at all times be considered vested in
the Trust as nominee for the applicable Series. Notwithstanding the
foregoing, the Trustees shall have power to cause legal title to any Trust
Property or Assets belonging to a Series, as the case may be, 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. The right, title and interest of the Trustees in
the Trust Property or Assets belonging to a Series shall vest automatically
in each Person who may hereafter become a Trustee.  Upon the resignation,
removal or death of a Trustee, he or she shall automatically cease to have
any right, title or interest in any of the Trust Property or Assets
belonging to a Series, and the right, title and interest of such Trustee in
the Trust Property or Assets belonging to a Series 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.

      Section 9.	EFFECT OF TRUSTEES NOT SERVING.  The death,
resignation, 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 Trust Instrument.

      Section 10.	TRUSTEES AND OTHERS AS SHAREHOLDERS.  Subject to
any restrictions in the By-laws, any Trustee, officer, agent or
independent contractor of the Trust may acquire, own and dispose of Shares
to the same extent as any other Shareholder; the Trustees may issue and
sell Shares to and redeem Shares from any such person or any firm or
company in which such person is interested, subject only to any general
limitations herein or in the By-laws relating to the sale and redemption of
such Shares.

					ARTICLE III

				   POWERS OF THE TRUSTEES

      Section 1.	POWERS.  The Trustees in all instances 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


					-4-


necessary, proper or desirable in the management of the Trust and the
Series.  The Trustees shall not in any way be bound or limited by current
or future laws or customs applicable to trust investments, 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 the
Series.  The Trustees may exercise all of their powers without recourse to
any court or other authority.  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 Trust or the Series or the Trustees or upon their order.
Subject to any applicable express limitation herein or in the By-laws or
resolutions of the Trust, the Trustees shall have power and authority,
without limitation:

      (a)	To operate as and carry on the business of an investment
company registered under the 1940 Act, and exercise all the powers
necessary and proper to conduct such a business;

      (b)	Subject to the limits of applicable law (including the
provisions of the 1940 Act) to subscribe for, invest in, reinvest in,
purchase, or otherwise acquire, hold, lend, pledge, mortgage, hypothecate,
write options on, lease, sell, assign, transfer, exchange, distribute, or
otherwise deal in or dispose of any form of property, including, but not
limited to, cash (U.S. currency), foreign currencies and related
instruments, and securities of any kind that are permissible investments
for registered investment companies under applicable law (including, but
not limited to, common and preferred stocks, warrants, bonds, debentures,
time notes, and all other evidences of indebtedness, negotiable or
non-negotiable instruments, obligations, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, reverse repurchase
agreements, dollar rolls, convertible securities, forward contracts,
options, futures contracts, swaps, and other financial contracts or
derivative instruments and securities issued by an investment company
registered under the 1940 Act or any series thereof), without regard to
whether any such securities mature before or after the possible termination
of the Trust or one or more of its Series; 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; and to hold cash or
other property uninvested, without in any event being bound or limited by
any current or future law or custom concerning investments by trustees;

      (c)	To adopt By-laws not inconsistent with this Trust
Instrument 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 the Trustees deem appropriate;

      (e)	To employ as custodian of any assets of the Trust or any
Series, subject to any provisions herein or in the By-laws, 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;


					-5-


      (g)	To provide for the distribution of Shares either through a
Principal Underwriter as provided herein or by a Series itself, or both, or
pursuant to a distribution plan of any kind;

      (h)	To set record dates in the manner provided for herein or in
the By-laws;

      (i)	To establish a registered office and have a registered
agent in the State of Delaware;

      (j)	To delegate such authority as the Trustees consider
desirable to any officers of the Trust or any Series and to any agent,
independent contractor, manager, investment adviser, subadvisers,
custodian, administrator, underwriter or other service provider;

      (k)	To sell, exchange or otherwise dispose of any or all of the
assets of the Trust or any Series;

      (l)	To vote or give assent, or exercise any rights of
ownership, with respect to securities or other property, and to execute and
deliver proxies or powers of attorney delegating such power to such persons
as the Trustees deem proper;

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

      (n)	To hold any security or other property (i) in a form not
indicating any trust, whether in bearer, book entry, unregistered or other
negotiable form or (ii) either in the Trust's or a Series' or Trustee's own
name or in the name of a custodian or a nominee or nominees, subject
to safeguards according to the usual practice of statutory trusts or
investment companies;

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

      (p)	To interpret the investment policies, practices, or
limitations of any Series or Class;

      (q)	To the full extent permitted by Section 3804 of the
Delaware Act, to allocate assets and Liabilities of the Trust to a
particular Series, and Liabilities to a particular Class, or to
apportion the same between or among two or more Series or Classes,
provided that any Liabilities incurred by a particular Series or Class
shall be payable solely out of the Assets belonging to that Series or
Class, respectively, as provided for in Article IV, Section 4;

      (r)	To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer whose
securities are held by the Trust or any Series; 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 or a Series;

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


					-6-


      (t)	To declare and make distributions of income and of capital
gains to Shareholders;

      (u)	To borrow money or otherwise obtain credit and to secure
the same by mortgaging, pledging, or otherwise subjecting as security any
assets of the Trust or any Series, including the lending of portfolio
securities, and to endorse, guarantee or undertake the performance of any
obligation, contract, or engagement of any other person, firm, association,
or corporation;

      (v)	To establish, from time to time, a minimum total investment
for Shareholders in the Trust or in one or more Series or Classes, and to
require the redemption of the Shares of any Shareholders whose investment
is less than such minimum or take such other action as the Trustees in
their discretion shall determine;

      (w)	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 and
any Series with respect to the institution, prosecution, dismissal,
settlement, review or investigation of any legal action, suit or
proceeding, pending or threatened to be brought before any court,
administrative agency, or other adjudicatory body;

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

      (y)	To adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement,
incentive and benefit plans and trusts, 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 or any Series;

      (z)	To purchase, and pay for, out of Trust Property or the
assets belonging to any appropriate Series, such insurance as the Trustees
may deem necessary or appropriate for the conduct of business, including
insurance policies insuring the assets of the Trust or Assets belonging to
such Series, as the case may be, and payment of distributions and principal
on its portfolio investments, the Shareholders, Trustees, officers,
employees, agents, and/or independent contractors of the Trust or such
Series (including the investment adviser of such Series) against all claims
arising by reason of holding any such position or by reason of any
action taken or omitted by any such person in such capacity, whether or not
the Trust or such Series would have the power to indemnify such person
against such claim, or to otherwise indemnify such persons, out of Trust
Property or the Assets belonging to such Series, to the fullest extent
permitted by this Trust Instrument or the Delaware Act;


					-7-


      (aa)	To enter into contracts or 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; and

      (bb)	Subject to the 1940 Act, to engage in any other lawful act
or activity in which a statutory trust organized under the Delaware Act may
engage.

      The powers and authorities enumerated in the preceding clauses 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.  In construing this Trust Instrument,
the presumption shall be in favor of a grant of power to the Trustees.

      Section 2.	CERTAIN TRANSACTIONS.  Except as prohibited by
applicable law, the Trustees may, on behalf of the Trust, buy any
securities from or sell any securities to, or lend any assets of the Trust
or any Series to, any Trustee or officer of the Trust or any Series or any
firm of which any such Trustee or officer is a member acting as principal,
or have any such dealings with any investment adviser, administrator,
distributor or transfer agent for the Trust or with any Interested Person
of such person.  The Trust or any Series 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.

      Section 3.	LITIGATION.  The Trustees shall have full power and
authority, in the name and on behalf of the Trust or any Series, to engage
in and to prosecute, defend, compromise, settle, abandon, or adjust by
arbitration or otherwise, any actions, suits, proceedings, disputes, claims
and demands relating to the Trust or any Series or arising out of or
relating to the Trustees' service to the Trust or any Series, and out of
the assets of the Trust or the related Series to pay or to satisfy any
liabilities, losses, debts, claims or expenses (including without
limitation attorneys' fees) incurred in connection therewith, including
those of litigation, and such power shall include without limitation the
power of the Trustees or any committee thereof, to dismiss or terminate any
action, suit, proceeding, dispute, claim or demand, derivative or
otherwise, brought by any party, including a Shareholder in its own name or
in the name of the Trust or the related Series, whether or not the Trust or
any Series or any of the Trustees may be named individually therein or the
subject matter arises by reason of business for or on behalf of the Trust.
To the maximum extent permitted by law, any exercise of the power described
herein shall be final, binding on all parties (including Shareholders), and
judicially unreviewable.

      Section 4.	NO IMPLIED DUTIES OR LIABILITIES.Except to the
extent required by mandatory provisions  of applicable law, including the
1940 Act, and except as expressly stated herein, nothing in this Trust
Instrument shall be deemed to create any fiduciary duty or other legal
duty or obligation (a) on the part of the Trustees or Trust officers to
the Trust, any Series or Classes, the Shareholders, or any other person; or
(b) on the part of the Trust or any Series to the Shareholders or any other
person except the Trustees.  To the extent that, at law (statutory or
common) or in income, a Trustee has duties (including fiduciary duties) and


					-8-


liabilities relating thereto to the Trust or any Series or Class, to the
Shareholders or to any other person, a Trustee acting under this Trust
Instrument shall not be liable to the Trust, to the Shareholders or to
any other person for his or her good faith reliance on the provisions
of this Trust Instrument.  The Trustees may take advice of counsel or
other experts with respect to the meaning and operation of this Trust
Instrument, and subject to the provisions of Article IX, shall not be
liable for any act or omission in accordance with such advice or for
failing to follow such advice.  The provisions of this Trust Instrument,
to the extent that they restrict the duties and liabilities of the
Trustees otherwise existing at law (statutory or common) or in income,
shall apply to the Shareholders and all other persons affected by this
Trust Instrument to replace such other duties and liabilities of such
Trustees.

					ARTICLE IV

				SERIES; CLASSES; SHARES

      Section 1.	ESTABLISHMENT OF SERIES AND CLASSES.  The Trust
shall consist of one or more separate and distinct Series created and
maintained in accordance with Article III, Section 1(o), and this Article
IV.  As of the date hereof, the Series listed in Schedule A attached
hereto and made a part hereof have already been designated by the Trustees.
The Trustees may designate the rights and preferences of the Shares of each
Series relative to the Shares of any other Series.  The Trustees may
divide the Shares of any Series into any number of Classes representing
interests in the Assets belonging to that Series, each Share of each such
Class having an equal beneficial interest in such assets and identical
voting, dividend, liquidation and other rights and subject to the same
terms and conditions, except that (a) expenses allocated to a Class may be
borne solely by that Class as determined by the Trustees and (b) a Class
may have exclusive voting rights with respect to matters affecting only
that Class.  The establishment and designation of each additional Series or
Class of Shares of the Trust shall be effective upon the adoption by a
majority of the then Trustees of a resolution that sets forth such
establishment and designation and the relative rights and preferences of
such Series or Class of the Trust, whether directly in such resolution or
by reference to another document including, without limitation, any
registration statement of the Trust, or as otherwise provided in such
resolution.

Separate and distinct records shall be maintained for each Series and the
assets of such Series shall be held and accounted for separately from the
other assets of the Trust or Assets belonging to any other Series.  A
Series may issue any number of Shares and need not issue Shares.  Each
holder 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 Shares of a Series, the redeeming Shareholder shall be paid
solely out of the Assets belonging to that Series.  The Trustees may
change the name of any Series or Class in their sole discretion.

      Section 2.	SHARES.  The beneficial interest in each Series may
be divided into Shares of one or more Classes.  The number of Shares of
each Series and Class shall be unlimited, and each Share shall have no par
value.  All Shares issued hereunder, including Shares issued in connection
with a dividend or other distribution of Shares or a split or reverse split
of Shares, 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 or any Series.  The Trustees shall have full
power and authority, in their sole discretion and without obtaining
Shareholder approval, (1) to issue original or additional Shares at such
times and on such terms


					-9-


and conditions as they deem appropriate, (2) to issue fractional Shares and
Shares held in a Series' treasury, (3) to establish and to change in any
manner Shares of any Series or Classes with such preferences, terms of
conversion, voting powers, rights and privileges as the Trustees may
determine (but the Trustees may not change Outstanding Shares in a manner
materially adverse to the Shareholders of such Shares), (4) to divide or
combine the Shares of any Series or Classes into a greater or lesser
number, (5) to classify or reclassify any unissued Shares of any Series or
Classes into one or more Series or Classes, (6) to abolish any one or more
Series or Classes, (7) to issue Shares to acquire other assets (including
assets subject to, and in connection with, the assumption of liabilities)
and businesses and (8) to take such other action with respect to the Shares
as the Trustees may deem desirable.  Shares held in the Trust's 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.

      Section 3.	INVESTMENTS IN SERIES OF THE TRUST.  The Trustees
shall accept investments in any Series from such persons, on such terms,
and for such consideration, which may consist of tangible or intangible
property or a combination thereof, as they may from time to time authorize.
At the Trustees' sole discretion, such investments in a Series, subject to
applicable law, may be in the form of cash or securities in which that
Series is authorized to invest, valued as provided in Article V, Section 3.
Investment in a Series shall be credited to the investing 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) impose a sales charge upon investments in any
Series or Class, (b) issue fractional Shares or (c) determine the Net Asset
Value per Share of the initial capital contribution for any Series.  The
Trustees shall have the right to refuse to accept investments in any Series
or by any person at any time without any cause or reason therefor
whatsoever.

      Section 4.	ASSETS AND LIABILITIES OF SERIES AND CLASSES.  All
consideration received by the Trust on behalf of a Series for the issue or
sale of Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested and all income, earnings,
profits and proceeds thereof (including 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)
(collectively "Assets belonging to" that Series), shall be recorded, held
and accounted for separately from the other assets of the Trust and Assets
belonging to every other Series.  The Assets belonging to a Series shall
belong only to that Series for all purposes and to no other Series, subject
only to the rights of creditors of that Series.  Any assets, income,
earnings, profits and proceeds thereof, funds and/or payments that are not
readily identifiable as belonging to any particular Series shall be
allocated by the Trustees between or among one or more Series as the
Trustees, in their sole discretion, deem fair and equitable.  Each such
allocation shall be conclusive and binding upon the Shareholders of all
Series for all purposes, and the assets, income, earnings, profits,
proceeds, funds and payments so allocated to a Series shall be treated for
all purposes as Assets belonging to that Series.  The Assets belonging to
a Series shall be charged with all Liabilities with respect to that Series
and/or attributable to that Series, except that Liabilities allocated
solely to a particular Class shall be borne by that Class.  Any Liabilities
of the Trust that are not readily identifiable as chargeable to any
particular Series or Class shall be allocated and charged by the Trustees
between or among any one or more Series or Classes in such manner as the
Trustees, in


					-10-


their sole discretion, deem fair and equitable.  Each such allocation shall
be conclusive and binding upon the Shareholders of all Series and Classes
for all purposes.

      Without limiting the foregoing, but subject to the right of the
Trustees to allocate Liabilities as herein provided, the Liabilities
incurred, contracted for or otherwise existing with respect to a
particular Series shall be enforceable only against the Assets belonging
to that Series and not against the assets of the Trust generally or the
Assets belonging to any other Series.  Notice of this contractual
limitation on Liabilities among Series shall be set forth in the Trust's
certificate of trust (whether originally or by amendment) as filed or to
be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the provisions of Section 3804(a) of the Delaware
Act relating to limitations on Liabilities among Series (and the statutory
effect under Section 3804 of setting forth such notice in the certificate
of trust) shall become applicable to the Trust and each Series.  Any person
extending credit to, contracting with or having any claim against any
Series may look only to the Assets belonging to that Series to satisfy or
enforce any Liability with respect to that Series.  No Shareholder or
former Shareholder of any Series shall have a claim on or any right to any
Assets belonging to any other Series.

      Section 5.	OWNERSHIP AND TRANSFER OF SHARES.  The ownership of
Shares shall be recorded on the books of the related Series or those of a
transfer or similar agent for such Series, which books shall be maintained
separately for the Shares of each Series or Class of the Trust.  No
certificates certifying the ownership of Shares shall be issued except as
the Trustees may otherwise determine from time to time.  The Trustees may
make such rules as they consider appropriate for the issuance of Share
certificates, the transfer of Shares (whether or not represented by
certificates) of each Series or Class of the Trust and similar matters.
The record books of each Series as kept by the Trustees or any transfer or
similar agent, as the case may be, shall be conclusive as to the identity
of the Shareholders of each Series or Class of the Trust and as to the
number of Shares of each Series or Class of the Trust held from time to
time by each Shareholder.

      Section 6.	STATUS OF SHARES; LIMITATION OF SHAREHOLDER
LIABILITY.  Shares shall be deemed to be personal property giving
Shareholders only the rights provided in this Trust Instrument.  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 Trust
Instrument and to have become a party hereto.  The death, incapacity,
dissolution, termination, or bankruptcy of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, any
Series or Class, nor entitle the representative of any such Shareholder to
an accounting or to take any action in court or elsewhere against the
Trust, any Series or Class or the Trustees, but entitles such
representative only to the rights of such Shareholder under this Trust
Instrument.  Ownership of Shares shall not entitle the Shareholder to any
title in or to the whole or any part of the Assets of the related Series or
right to call for a participation or division of the same or for an
accounting, nor shall the ownership of Shares constitute the Shareholders
as partners.  No Shareholder shall be personally liable for the Liabilities
incurred by, contracted for or otherwise existing with respect to the Trust
or any Series or Class thereof.  None of the Trust, Series or the Trustees,
nor any officer, employee, or agent of any of the foregoing 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


					-11-


of personal liability as is extended to shareholders of a private
corporation for profit incorporated in the State of Delaware.  Any note,
bond, contract or other written obligation of the Trust or any Series may
contain a statement to the effect that such obligation may be enforced only
against the assets of the Trust or Assets belonging to one or more Series;
however, the omission of such statement shall not operate to bind, or
create personal liability for, any Shareholder or Trustee.

					ARTICLE V

			DISTRIBUTIONS, REDEMPTIONS AND NET ASSET VALUE

      Section 1.	DISTRIBUTIONS.  The Trustees may declare and pay
dividends and other distributions, including dividends on Shares of a
particular Series and other distributions from the Assets belonging to that
Series.  The amount and payment of dividends or distributions and their
form, whether they are in cash, Shares or other Assets of such Series,
shall be determined by the Trustees.  Dividends and other distributions may
be paid pursuant to a standing resolution adopted once or more often as the
Trustees determine.  All dividends and other distributions on Shares of a
particular Series shall be distributed pro rata to the Shareholders of that
Series in proportion to the number of Shares of that Series they held on
the record date established for such payment, except that such dividends
and distributions shall appropriately reflect expenses allocated to a
particular Class of such Series.  The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans
or similar plans as the Trustees deem appropriate.

      Section 2.	REDEMPTIONS.  Each Shareholder of a Series or Class
thereof shall have the right, at such times as may be permitted by the
Trustees, subject to applicable law (including the 1940 Act),  to require
the Series to redeem all or any part of his Shares thereof at a redemption
price per Share equal to the Net Asset Value per Share.  The redemption
price per Share of a Series or Class thereof, as applicable, shall be the
Net Asset Value per Share of such Series or Class next determined after
receipt by the Series or Class, as applicable, of a request for redemption
in proper form less any fees, charges or loads authorized by the Trustees
and described in the Trust's Registration Statement for that Series or
Class under the Securities Act of 1933, as amended, and the 1940 Act.  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 may be wholly or partly in
securities or other assets at their value used in such determination of
Net Asset Value per Share or may be in cash.  Subject to the foregoing,
the fair value, selection and quantity of securities or other property so
paid or delivered as all or part of the redemption price may be determined
by or under authority of the Trustees.  In no case shall the relevant
Series or the Trust be liable for any delay of any person in transferring
securities selected for delivery as all or part of any payment-in-kind.
After redemption, Shares may be reissued from time to time.  The Trustees
may require Shareholders to redeem Shares for any reason under terms set by
the Trustees, including the failure of a Shareholder to supply a taxpayer
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 or if the Share activity of the account is deemed by the Trustees to
adversely affect the management of any Series or Class.  To the maximum
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 any Series.  Notwithstanding the foregoing, the
Trustees may postpone


					-12-


payment of the redemption price and may suspend the right of the
Shareholders to require any Series to redeem Shares during any period of
time when and to the extent permissible under the 1940 Act.

      Section 3.	DETERMINATION OF NET ASSET VALUE PER SHARE.  The
term "Net Asset Value per Share" of any Series or Class shall mean that
amount by which the assets belonging to that Series or Class exceed its
liabilities divided by the number of Outstanding Shares, all as determined
by or under the direction of the Trustees.  The Trustees shall make such
determination with respect to securities for which market quotations are
readily available, at the market value of such securities, and with respect
to other securities and assets, at the fair value as determined in good
faith by or under the direction of the Trustees; provided, however, that
the Trustees, without Shareholder approval, may alter the method of
appraising portfolio securities insofar as permitted under the 1940 Act
and the rules, regulations and interpretations thereof promulgated or
issued by the Commission or insofar as permitted by any order of the
Commission applicable to the Series or to the Class.  The Trustees may
delegate the power and duty to determine the Net Asset Value per Share to
one or more Trustees or officers of the Trust or to a manager, investment
adviser, administrator, custodian, depository or other agent appointed for
such purpose.  The Net Asset Value per Share shall be determined separately
for each Series and Class at times prescribed by the Trustees or, in the
absence of action by the Trustees, as of the close of regular trading on
the New York Stock Exchange on each day for all or part of which such
exchange is open for regular trading.  At any time the Trustees may cause
the Net Asset Value per Share last determined to be determined again in a
similar manner and may fix the time when such redetermined values shall
become effective.

      Section 4.	SUSPENSION OF RIGHT OF REDEMPTION.  If, as referred
to in Section 2 of this Article, the Trustees 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 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

      Section 1.	VOTING POWERS.  The Shareholders shall have power
to vote only with respect to (a) the election of Trustees as provided in
Article II, Section 2, (b) the removal of Trustees as provided in Article
II, Section 3(d), (c) any investment advisory or management contract as
provided in Article VII, Section 1, (d) the amendment of this Trust
Instrument to the extent and as provided in Article X, Section 7, and (e)
such additional matters relating to the Trust as may be required or
authorized by law, this Trust Instrument or the By-laws or any
registration of the Trust with the Commission or any State, or as the
Trustees may consider desirable.


					-13-


      Notwithstanding any other provision of this Trust Instrument, on any
matters submitted to a vote of the Shareholders, all Shares of the Trust
then entitled to vote shall be voted in aggregate, except: (a) when
required by the 1940 Act, Shares shall be voted by individual Series
or Class; (b) when the matter involves any action that the Trustees have
determined will affect only the interests of one or more Series, then only
Shareholders of such Series shall be entitled to vote thereon; and (c) when
the matter involves any action that the Trustees have determined will
affect only the interests of one or more Classes, then only the
Shareholders of such Class or Classes shall be entitled to vote thereon.
A Shareholder of each Series or Class thereof shall be entitled to one
vote for each dollar of net asset value (number of Shares owned times net
asset value per share) of such Series or Class thereof on any matter on
which such Shareholder is entitled to vote, and each fractional dollar
amount 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 By-laws, which
may provide that proxies may be given in writing or by any electronic or
telecommunications device or in any other manner described in the By-laws,
or in a resolution of the Trustees.  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 Trust Instrument or the By-laws.

      Section 2.	MEETINGS OF SHAREHOLDERS.  The Trust shall not be
required to hold annual meetings, unless required by law.  Special meetings
of the Shareholders of any Series or Class may be called by the Secretary
whenever ordered by the Trustees or the President and shall be called by
the Secretary upon the written request of Shareholders owning at least ten
percent (10%) of the Outstanding Shares of such Series or Class entitled to
vote. Meetings of the Shareholders shall be called and notice thereof and
record dates therefor shall be given and set as provided in the By-laws.

      Section 3.	QUORUM; REQUIRED VOTE.  Except when a larger quorum
is required by law, this Trust Instrument or the By-laws, one-third of the
Outstanding Shares of each Series or Class, or one-third of the Outstanding
Shares of the Trust, as applicable, 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 Class, 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 Trust Instrument or the By-laws, 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 and a plurality of such
Outstanding Shares shall elect a Trustee; provided, that if this Trust
Instrument or applicable law permits or requires that Shares be voted
on any matter by individual Series or Classes, then a majority of the
Outstanding Shares of that Series or Class (or, if required by law, a
Majority Shareholder Vote of that Series or Class) voted in person or by
proxy on the matter shall decide that matter insofar as that Series or
Class is concerned.  Shareholders may act as to the Trust or any Series or
Class by written consent as provided in the By-laws.


					-14-


					ARTICLE VII

				CONTRACTS WITH SERVICE PROVIDERS
      Section 1.	INVESTMENT ADVISER.  Subject to a Majority
Shareholder Vote when required by law, the Trustees may enter into one or
more investment advisory contracts on behalf of the Trust or any Series,
providing for investment advisory services, statistical and research
facilities and services, and other facilities and services to be furnished
to the Trust or Series on terms and conditions acceptable to the Trustees.
Any such contract may provide for the investment adviser to effect
purchases, sales or exchanges of portfolio securities or other Trust
Property or Assets belonging to such Series, as the case may be, on behalf
of the Trustees or may authorize any officer or agent of the Trust to
effect 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 or servicing agents.

      Section 2.	PRINCIPAL UNDERWRITER.  The Trustees may enter into
contracts on behalf of the Trust or any Series or Class, 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 Shares
of any Series or Class and enter into any related agreements, whereby the
Series or Class finances directly or indirectly any activity that is
primarily intended to result in sales of its Shares, subject to applicable
rules and regulations.

      Section 3.	CUSTODIAN.  The Trustees shall at all times place
and maintain the securities and similar investments of the Trust and of
each Series with a custodian meeting the requirements of Section 17(f) of
the 1940 Act and the rules thereunder or as otherwise permitted by the
Commission or its staff.  The Trustees, on behalf of the Trust or any
Series, may enter into an agreement with a custodian on terms and
conditions acceptable to the Trustees, providing for the custodian, among
other things, (a) to hold the securities owned by the Trust or any Series
and deliver the same upon written order or oral order confirmed in writing,
(b) to receive and give a receipt for money paid for any moneys due to the
Trust or any Series and on behalf of the Trust or any Series, and deposit
the same in its own banking department or elsewhere, (c) to disburse
such funds upon orders or vouchers and (d) to employ one or more
sub-custodians.

      Section 4.	TRANSFER AGENCY, SHAREHOLDER SERVICES AND
ADMINISTRATION AGREEMENTS.  The Trustees, on behalf of the Trust or any
Series or Class, may enter into transfer agency agreements, shareholder
service agreements and administration agreements with any party or
parties on terms and conditions acceptable to the Trustees.

      Section 5.	PARTIES TO CONTRACTS WITH SERVICE PROVIDERS.  The
Trustees may enter into any contract referred to in this Article with any
entity, although one or 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 or her capacity as Trustee and/or Shareholder, or be liable merely
by reason of such relationship for any loss or expense to the


					-15-


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 Trust Instrument or the
By-laws.  For the avoidance of doubt, Shareholders shall have no rights,
privileges, claims or remedies under any contract or agreement entered
into by the Trust or any Series thereof with any service provider or other
agent to or contractor with the Trust or a Series thereof, including,
without limitation, any third-party beneficiary rights, except as set
forth explicitly in such contract or agreement.

					ARTICLE VIII

			EXPENSES OF THE TRUST, SERIES AND CLASSES

      The Trust or a particular Series or Class shall pay, or shall
reimburse the Trustees from the Trust estate or the Assets belonging to the
particular Series, for all expenses and disbursements incurred or arising
in connection with the Trust, Series or Class, or management thereof, and
required to be paid by the Trust, Series or Class, including, but not
limited to, the following: interest charges, taxes, brokerage fees and
commissions; expenses of issuing, repurchasing and redeeming Shares;
certain insurance premiums; applicable fees, interest charges and expenses
of third parties, including the Trust's and the Series' investment
advisers, managers, administrators, distributors, custodians, transfer
agents and fund accountants; fees of pricing, interest, dividend credit and
other reporting services; costs of membership in trade associations;
telecommunications expenses; funds transmission expenses; auditing, legal
and compliance expenses; costs of forming the Trust and its Series or
Classes and maintaining its existence; costs of preparing and printing the
prospectuses of the Trust and each Series or Class, statements of
additional information and Shareholder reports and delivering them to
Shareholders; expenses of meetings of 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 Trustees and the Trust's officers and employees and costs of other
personnel performing services for the Trust or any Series or Class; costs
of Trustee 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, a Series or Class (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.  The Trustees shall have a lien on the
Assets belonging to the appropriate Series, or in the case of an expense
allocable to more than one Series, on the Assets belonging to each such
Series, prior to any rights or interests of the Shareholders thereto, for
the reimbursement to them of such expenses, disbursements, losses and
liabilities.  Liabilities will be allocated in accordance with Article IV,
Section 4 hereof.
					ARTICLE IX

			LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1.	LIMITATION OF LIABILITY.  All persons contracting with or
having any claim against the Trust or a particular Series shall look only
to the assets of the Trust or Assets belonging to such Series,
respectively, for payment under such contract or claim; and neither the
Trustees nor any of the Trust's officers or employees, whether past,
present or future,


					-16-


shall be personally liable therefor. Every written instrument or obligation
on behalf of the Trust or any Series 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 interest of the Trust or Series, as
applicable, 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, principal underwriter or
independent contractor of the Trust or any Series, but nothing contained in
this Trust Instrument or in the Delaware Act shall protect any Trustee or
officer of the Trust against liability to the Trust, a Series 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.

      Section 2.	INDEMNIFICATION.

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

		(i)	every person who is, or has been, a Trustee or an
officer or employee of the Trust ("Covered Person") shall be indemnified by
the Trust or the appropriate Series to the maximum 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.

	        (ii)	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:

	        (i)	who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the Trust, a
Series or its or their 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 interest of the Trust or
Series, as the case may be; or

      		(ii)	in the event of a settlement, if there has been a
determination that such Covered Person engaged 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 or a Series, as applicable, 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).


					-17-


      (c)	The rights of indemnification herein provided may be
insured against by policies maintained by the Trust or the Series, as
applicable, 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 subsection
(a) of this Section shall be paid by the Trust or applicable Series 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 or applicable Series if it is ultimately
determined that he is not entitled to indemnification under this Section;
provided, however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust or the applicable
Series, as the case may be, is insured against losses arising out of any
such advance payments or (iii) either a majority of the Trustees who are
neither Interested Persons of the Trust or the applicable Series, as the
case may be, 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.

      (e)	Any repeal or modification of this Article IX by the
Shareholders, or adoption or modification of any other provision of this
Trust Instrument or the By-laws 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 indemnification available to any Covered
Person with respect to any act or omission which occurred prior to such
repeal, modification or adoption.

      Section 3.	INDEMNIFICATION OF SHAREHOLDERS.  If any
Shareholder or former Shareholder of any Series is 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 applicable Series to be held
harmless from and indemnified against all loss and expense arising from
such liability.  The Trust, on behalf of the affected Series, shall,
upon request by such Shareholder or former Shareholder, assume the defense
of any claim made against him for any act or obligation of the Series and
satisfy any judgment thereon from the Assets belonging to the Series.

					ARTICLE X

					MISCELLANEOUS

      Section 1.	TRUST NOT A PARTNERSHIP.  This Trust Instrument
creates a statutory trust pursuant to the Delaware Act and not a general
partnership, limited partnership, joint stock association, corporation,
bailment, or any form of legal relationship.  No Trustee shall have any
power to bind personally either the Trust's officers, other Trustees or
any Shareholder.


					-18-


Nothing in this Trust Instrument shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners, or
members of a joint stock association.

      Section 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 IX, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law.

      Subject to the provisions of Article IX, each Covered Person shall,
in the performance of his or her duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the records, books and accounts of the Trust
or, as applicable, any Series, upon an opinion or other advice of legal
counsel, or upon reports made or advice given to the Trust or, as
applicable, any Series, by any Trustee or any of its officers employees or
a service provider selected with reasonable care by the Trustees or
officers of the Trust, regardless of whether the person rendering such
report or advice may also be a Trustee, officer or employee of the Trust
or, as applicable, any Series.

      The Trustees shall not be required to give any bond as such, nor any
surety if a bond is obtained.

      Section 3.	TERMINATION OR REORGANIZATION OF THE TRUST.

      (a)	This Trust shall have perpetual existence.  Notwithstanding
anything else contained herein but subject to applicable federal and state
law, the Trustees may, without any Shareholder vote or approval:

	        (i)	sell and convey all or substantially all of the
assets of the Trust or Assets belonging to any affected Series to another
Series or to another entity that is an open-end investment company as
defined in the 1940 Act, or is a series thereof, for adequate
consideration, which may include the assumption of all outstanding 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;

      		(ii)	at any time sell and convert into money all or
substantially all of the assets of the Trust or Assets belonging to any
affected Series;

      		(iii)	 cause the Trust to merge or consolidate with or
into, or be reorganized as, another trust, or a corporation, partnership,
limited liability company, association or other organization, organized
under the laws of Delaware or any other jurisdiction or a segregated
portfolio of assets ("series") of any of the foregoing (each, an "Entity"),
if the surviving or resulting Entity is the Trust or another open-end
management investment company, within the meaning of the 1940 Act, that
will succeed to or assume the Trust's registration under the 1940 Act;

      		(iv) cause any Series to merge or consolidate with or into,
or be reorganized as, a newly organized Entity in a transaction or series
of transactions intended to qualify as a


						-19-


reorganization under section 368(a)(1)(F) of the Internal Revenue Code of
1986, as amended ("Tax Code"), or a successor provision;

      		(v) cause the Trust to incorporate under the laws of
Delaware or any other jurisdiction; and/or

      		(vi) cause to be organized, or assist in organizing, an
Entity to acquire all or part of the Trust Property or of the Assets
belonging to a Series or to carry on any business in which the Trust
directly or indirectly has any interest and to sell, convey and transfer
all or part of the Trust Property or of the Assets belonging to a Series
to any such Entity in exchange for shares or other income securities
thereof or otherwise and to lend money to, subscribe for the shares or
other income securities of and enter into any contracts with any such
Entity.

      The Trustees shall provide written notice to affected Shareholders of
any transaction described in this Section. The transactions described in
this Section may be effected through share-for-share exchanges, transfers
or sale of assets, shareholder in-kind redemptions and purchases, exchange
offers or any other method the Trustees approve.

      (b)	Upon making reasonable provision for the payment of all
known Liabilities of the Trust or any affected Series, as the case may be,
in either (i) or (ii) of (a) above, 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 such affected Series;
however, the payment to any particular Class of such Series may be reduced
by any fees, expenses or charges allocated to that Class.  Upon completion
of the distribution of the remaining proceeds or assets pursuant to (i) or
(ii) of (a) above, the Trust or affected Series, as the case may be, shall
dissolve 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 dissolution of the Trust, following completion of winding
up of its business and affairs, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in accordance
with the Delaware Act, which certificate of cancellation may be signed by
any one Trustee.  Upon completion of the foregoing, the Trust or any
affected Series, as the case may be, terminates.

      (c)	Any agreement of merger or consolidation or certificate of
merger may be signed by a majority of Trustees, and facsimile signatures
conveyed by electronic or telecommunication means shall be valid.
Pursuant to and in accordance with the provisions of Section 3815(f) of
the Delaware Act, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section may effect any amendment to the
Trust Instrument or effect the adoption of a new trust instrument of the
Trust if it is the surviving or resulting trust in the merger or
consolidation.

      Section 4.	TRUST INSTRUMENT.  The original or a copy of this
Trust Instrument and of each amendment and/or restatement hereto or Trust
Instrument supplemental shall be kept at the office of the Trust where it
may be inspected by any Shareholder.  Anyone dealing with the Trust or any
Series may rely on a certificate by a Trustee or an officer of the Trust as
to the authenticity of the Trust Instrument or any such amendments,
restatements or supplements and as


					-20-


to any matters in connection with the Trust or such Series. This Trust
Instrument may be executed in any number of counterparts, each of which
shall be deemed an original.  Except as required by applicable law, no
other documents, statements or information, such as the Trust's
registration statement, as amended from time to time, modify the
provisions of this Trust Instrument and shall not give rise to any rights
or duties hereunder.  To the maximum extent permitted by law, the Trust's
public filings, including its registration statement, as amended from
time to time, shall not give rise to any contractual or other types of
rights or duties, but such documents may expressly describe any rights or
duties.

      Section 5.	APPLICABLE LAW AND VENUE.  This Trust Instrument
and the Trust  and Series governed hereunder are governed by and construed
and administered according to the Delaware Act and the applicable laws of
the State of Delaware; provided, however, that there shall not be
applicable to the Trust, any Series, the Trustees or this Trust Instrument
(a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b)
any provisions of the laws (statutory or common) of the State of Delaware
(other than the Delaware Act) pertaining to trusts that relate to or
regulate (i) the filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges, (ii) affirmative
requirements to post bonds for trustees, officers, agents or employees of a
trust, (iii) the necessity for obtaining court or other governmental
approval concerning the acquisition, holding or disposition of real or
personal property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) 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 (vii) the establishment of fiduciary or other standards of
responsibilities or limitations on the acts or powers of trustees that are
inconsistent with the limitations or liabilities or authorities and powers
of the Trustees set forth or referenced in this Trust Instrument.  The
Trust shall be of the type commonly called a Delaware statutory trust, and,
without limiting the provisions hereof, the Trust and the Series may
exercise all powers that are ordinarily exercised by such a trust under
Delaware law.  The Trust and the Series specifically reserve the right to
exercise any of the powers or privileges afforded to trusts or actions that
may be engaged in by trusts under the Delaware Act, and the absence of a
specific reference herein to any such power, privilege or action shall not
imply that the Trust or a Series may not exercise such power or privilege
or take such actions.

	Any suit, action or proceeding brought by or in the right of any
Shareholder or any person claiming any interest in any Shares seeking to
enforce any provision of, or based on any matter arising out of, related
to, or in connection with, this Trust Instrument or the Trust, any
Series or Class or any Shares, including without limitation any claim of
any nature against the Trust, any Series or Class, the Trustees or officers
of the Trust, or a service provider shall be brought exclusively in the
Delaware Court of Chancery to the extent that court has subject matter
jurisdiction over the action and/or claims asserted and otherwise in the
courts of the State of Delaware to the extent there is subject matter
jurisdiction in those courts for the claims asserted.

      Section 6.	DERIVATIVE ACTIONS.

      (a) To the maximum extent permitted by law, no Shareholder or group
of Shareholders shall have the right to bring or maintain any court action,
proceeding or claim on behalf of the


					-21-


Trust or any Series or Class without first making demand on the Trustees
requesting the Trustees to bring or maintain such action, proceeding or
claim. To the maximum extent permitted by law, such demand shall not be
excused under any circumstances, including claims of alleged interest
on the part of the Trustees, unless the plaintiff makes a specific showing
that such demand is not likely to succeed and irreparable nonmonetary
injury to the Trust or Series or Class that the plaintiff could not
reasonably have prevented would otherwise result. To the maximum extent
permitted by law, for purposes of this Article X, Section 6, a demand on
the Trustees shall only be deemed not likely to succeed if a majority of
the Trustees, or a majority of any committee established to consider the
merits of the action, are Interested Persons.  Such demand shall be mailed
to the Secretary of the Trust at the Trust's principal office and shall set
forth with particularity the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the
Shareholder(s) to support the allegations made in the demand.  Such demand
shall also be executed by or on behalf of no fewer than three complaining
Shareholders, each of which shall be unaffiliated and unrelated to an other
complaining Shareholder executing such demand. The Trustees shall consider
such demand within a time frame that the Trustees in their discretion
consider reasonable and appropriate. In their sole discretion, the Trustees
may submit the matter to a vote of Shareholders of the Trust or a Series or
Class, as appropriate. To the maximum extent permitted by law, any decision
by the Trustees to bring, maintain or settle (or not to bring, maintain or
settle) such action, proceeding or claim, or to submit the matter to a
vote of Shareolders, shall be final and binding upon the Shareholders, and
judicially unreviewable. Any such derivative actions are subject to the
provisions of Article X, Section 6 herein.

      (b) To the maximum extent permitted by law, no Shareholder or group
of Shareholders shall have the right to bring or maintain a direct action
or claim for monetary damages against the Trust or any Series or Class or
the Trustees predicated upon an express or implied right of action under
this Trust Instrument or the 1940 Act (excepting rights of action permitted
under section 36(b) of the 1940 Act), nor shall any Shareholder, who is
similarly situated to one or more other Shareholders with respect to the
alleged injury, have the right to bring such an action, unless such group
of Shareholders or such Shareholder has obtained authorization from the
Trustees to bring the action. To the maximum extent permitted by law, the
requirement of authorization shall not be excused under any circumstances,
including claims of alleged interest on the part of the Trustees. A request
for authorization shall be mailed to the Secretary of the Trust at the
Trust's principal office and shall set forth with particularity the nature
of the proposed court action, proceeding or claim and the essential facts
relied upon by the group of Shareholders or Shareholder to support the
allegations made in the request. The Trustees shall consider such request
within a time frame that the Trustees in their discretion consider
reasonable and appropriate. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust or Series or
Class, as appropriate. Any decision by the Trustees to settle or to
authorize (or not to settle or to authorize) such court action,
proceeding or claim, or to submit the matter to a vote of Shareholders,
shall be binding upon the applicable group of Shareholders or Shareholder.

      In addition to the foregoing and to the maximum extent permitted by
law, no Shareholder may bring a direct action or claim claiming injury as
a Shareholder of the Trust, or any Series or Class thereof, where the
matters alleged (if true) would give rise to a claim by the Trust or by
the Trust on behalf of a Series or Class, unless the Shareholder has
suffered an injury distinct from


					-22-


that suffered by Shareholders of the Trust, or the Series or Class,
generally.  A Shareholder bringing a direct claim must be a Shareholder of
the Series or Class against which the direct action is brought at the time
of the injury complained of, or acquire the Shares afterwards by operation
of law from a person who was a Shareholder at that time.

      (c) To the maximum extent permitted by law, each Shareholder
acknowledges and agrees that any alleged injury to Trust Property or Assets
belonging to a Series, as the case may be, any diminution in the value of
the Shareholder's shares, or any other claim arising out of or relating
to an allegation regarding the actions, inaction, or omissions of or by
the Trustees, the Trust's officers, or a service provider is a legal claim
belonging only to the Trust and not to the Shareholders individually.
Accordingly, all Shareholders agree to bring any and all such claims
pursuant only to the provisions of this Article X, Section 6.

      (d) In addition to satisfying the requirements set forth in this
Trust Instrument and any requirements applicable to shareholders of
Delaware statutory trusts that are not inconsistent with the terms of this
Trust Instrument, a Shareholder or Shareholders may bring a derivative
action on behalf of the Trust only if the following conditions are met:

            (i) A Shareholder or Shareholders eligible to bring such
derivative action must collectively hold Shares representing ten percent
(10%) or more of the all Shares issued and outstanding or of the Series or
Classes to which such action relates if it does not relate to all Series
and Classes, to join in the request for the Trustees to commence such
action; and

            (ii) The Trustees shall be entitled to retain counsel or other
advisers in considering the merits of the request and shall require an
undertaking by the Shareholder(s) making such request to reimburse the
Trust for the expense of any such advisers in the event that the Trustees
determine not to bring such action.

      (e) For purposes of this Article X, Section 6, the Trustees may
designate a committee to consider a Shareholder demand. Such committee
shall be entitled to retain counsel or other advisers in considering the
merits of the request and shall require an undertaking by the
Shareholder(s) making such request to reimburse the Trust for the expense
of any such advisers in the event that the committee determines not to
bring such action.

      Section 7.	AMENDMENTS.  The Trustees may, without any
Shareholder vote, amend or otherwise supplement this Trust Instrument by
making an amendment, a Trust Instrument supplemental hereto or an amended
and restated trust instrument; provided, that Shareholders shall have the
right to vote on any amendment (a) that would affect the voting rights of
Shareholders granted in Article VI, Section 1, (b) to this Section, (c)
required to be approved by Shareholders by law or by the Trust's
registration statement(s) filed with the Commission and (d) that is
submitted to them by the Trustees in their sole discretion.  Any amendment
submitted to Shareholders that 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 Series not
affected.  Notwithstanding anything else herein, any amendment to Article
IX that would have the effect of reducing the indemnification and other
rights provided thereby to Covered Persons of the Trust or to Shareholders
or former


					-23-


Shareholders, and any repeal or amendment of` this sentence, shall each
require the affirmative vote of the holders of two-thirds of the
Outstanding Shares of the Trust entitled to vote thereon.

      Section 8.	FISCAL YEAR.  The fiscal year of the Trust and
each Series of the Trust shall end on a specified date as set forth in the
By-laws or by resolution.  The Trustees may change the fiscal year of the
Trust or any Series without Shareholder approval.  Different Series may
have different fiscal years.

      Section 9.	SEVERABILITY.  The provisions of this Trust
Instrument are severable.  If the Trustees determine, with the advice of
counsel, that any provision hereof conflicts with the 1940 Act, the
regulated investment company provisions of the Tax Code or other applicable
laws and regulations, the conflicting provision shall be deemed never to
have constituted a part of this Trust Instrument; provided, however, that
such determination shall not affect any of the remaining provisions of this
Trust Instrument or render invalid or improper any action taken or omitted
prior to such determination.  If any provision hereof is held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision only in such jurisdiction and shall
not affect any other provision of this Trust Instrument.

      Section 10.	INTERPRETATION.  As used herein, the masculine
gender includes all genders, and the singular includes the plural and vice
versa.  Headings herein are for convenience only and shall not affect the
construction of this Trust Instrument.

      IN WITNESS WHEREOF, the undersigned, being the Current Trustees, have
executed this Trust Instrument as Trustees and not individually.


/S/ SUSAN E. ARTMANN
Susan E. Artmann


/S/ MARY J. BARNEBY
Mary J. Barneby


/S/ CHARLES R. BARTON, III
Charles R. Barton, III


/S/ ARTHUR M. SCUTRO, JR.
Arthur M. Scutro, Jr.


/S/ MARK R. WARD
Mark R. Ward




					-24-


Schedule A
FIRST INVESTORS TAX EXEMPT FUNDS
Tax Exempt Income Fund
California Fund
Connecticut Fund
Massachusetts Fund
Michigan Fund
Minnesota Fund
New Jersey Fund
New York Fund
North Carolina Fund
Ohio Fund
Oregon Fund
Pennsylvania Fund
Virginia Fund
Tax Exempt Opportunities Fund

Schedule updated as of September 4, 2012