OTHER REQUIRED INFO

C.20.a.iv.1 Name of fund	                SEC File numbers
Franklin California Tax Free Income Fund	811-02790
Franklin California Tax Free Trust		811-04356
Franklin Custodian Funds			811-00537
Franklin Federal Tax Free Income Fund		811-03395
Franklin Floating Rate Master Trust		811-09869
Franklin Fund Allocator Series			811-07851
Franklin Global Trust				811-10157
Franklin Gold and Precious Metals Fund		811-01700
Franklin High Income Trust			811-01608
Franklin Investors Securities Trust		811-04986
Franklin Managed Trust				811-04894
Franklin Municipal Securities Trust		811-06418
Franklin Mutual Series Funds			811-05387
Franklin New York Tax Free Income Fund		811-03479
Franklin New York Tax Free Trust		811-04787
Franklin Real Estate Securities Trust		811-08034
Franklin Strategic Mortgage Portfolio		811-07288
Franklin Strategic Series			811-06243
Franklin Tax Free Trust				811-04149
Franklin Templeton Global Trust			811-04450
Franklin Templeton International Trust		811-06336
Franklin Templeton Variable Insurance
Products Trust					811-05583
Franklin Value Investors Trust			811-05878
Templeton China World Fund			811-07876
Templeton Developing Markets Trust		811-06378
Templeton Funds					811-02781
Templeton Global Investment Trust		811-08226
Templeton Global Opportunities Trust		811-05914
Templeton Global Smaller Companies Fund		811-03143
Templeton Growth Fund Inc			811-04892
Templeton Income Trust				811-04706
Templeton Institutional Funds			811-06134

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of
Templeton Institutional Funds and
Shareholders of Foreign Smaller Companies Series,
Global Equity Series and International Equity Series

In planning and performing our audit of the financial statements of
Foreign Smaller Companies Series, Global Equity Series
and International Equity Series (the "Funds") as of and for the year
ended December 31, 2018, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) ("PCAOB"),
we considered the Funds' internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing
an opinion on the effectiveness of the Funds' internal control over
financial reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Funds' internal control over financial reporting.

The management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls.  A company's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles.  A company's internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of
a company's assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial reporting exists when
the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions,
to prevent or detect misstatements on a timely basis.  A material
weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's annual
or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the PCAOB.  However, we noted
the following deficiency in the Funds' internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be a material weakness as
defined above as of December 31, 2018.

Management and PwC identified that at December 31, 2018 management's
controls were ineffective related to internal control over
financial reporting specific to the monitoring of market events
following the close of trading in foreign stock markets that
assist in determining the reliability of the values of the
foreign securities held by the Funds and which may require the
use of fair valuation factors to account for changes in the values
of those securities subsequent to the local close of the foreign market
but prior to the net asset calculation of the Funds. This material
weakness did not result in misstatements in the Funds' interim
or annual financial statements.  However, this material weakness could
result in misstatements of security values and unrealized gains or
losses and associated disclosures that would result in a material
misstatement of the financial statements that would not be prevented
or detected. As a result, a material weakness exists at
 December 31, 2018 for the Funds.
Effective November 1, 2018 the Registrant's controls were further
enhanced through the implementation of a daily secondary review of
market events following the close of trading on foreign stock markets
to ensure the appropriate application of market level fair value.
We have not performed any procedures to assess this corrective action,
including its sufficiency in addressing the material
weakness described above.

This report is intended solely for the information and use of the
Board of Trustees of Templeton Institutional Funds
and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these specified parties.



/s/PricewaterhouseCoopers LLP
San Francisco, California
February 15, 2019

MATERIAL AMENDMENTS

NAME OF REGISTRANT:
TEMPLETON INSTITUTIONAL FUNDS
File No. 811-06135


EXHIBIT ITEM:  Copies of any material amendments to the
 registrant's charter or by-laws


AMENDED AND RESTATED
BY-LAWS
OF
TEMPLETON INSTITUTIONAL FUNDS
A DELAWARE STATUTORY TRUST
(Effective as of May 18, 2018)
These Amended and Restated By-Laws may contain any provision
not inconsistent with applicable law or the Declaration of Trust,
 relating to the governance of the Trust.  Unless otherwise
specified in these By-Laws, capitalized terms used in these By-Laws
 shall have the meanings assigned to them in the Declaration of
Trust.  Every Shareholder by virtue of having become a Shareholder
 shall be bound by these By-Laws.
ARTICLE I
DEFINITIONS
Section 1.	Whenever used herein the following terms shall have
 the following meanings:
(a)	"1940 ACT" shall mean the Investment Company Act of 1940
 and the rules and regulations thereunder, all as adopted or
amended from time to time;
(b)	"BOARD OF TRUSTEES" OR "BOARD" shall mean the governing
 body of the Trust, that is comprised of the number of Trustees
 of the Trust fixed from time to time pursuant to Article IV of
 the Declaration of Trust, having the powers and duties set
forth therein;
(c)	"BY-LAWS" shall mean these Amended and Restated By-Laws
 of the Trust, as amended, restated or supplemented from time
to time in accordance with Article VIII hereof.  These By-Laws
 may contain any provision not inconsistent with applicable law
 or the Declaration of Trust, relating to the governance of the
 Trust;
(d)	"CERTIFICATE OF TRUST" shall mean the certificate of
trust of the Trust filed with the office of the Secretary of
State of the State of Delaware as required under the DSTA to
form the Trust, as such certificate shall be amended, restated
 or supplemented from time to time and filed with such office;
(e)	"CLASS" shall mean each class of Shares of the Trust or
 of a Series of the Trust established and designated under and
 in accordance with the provisions of Article III of the Declaration
 of Trust;
(f)	"CODE" shall mean the Internal Revenue Code of 1986 and the
 rules and regulations thereunder, all as adopted or amended from
time to time;
(g)	"COMMISSION" shall have the meaning given that term in the
1940 Act;
(h)	"DSTA" shall mean the Delaware Statutory Trust Act (12
Del. C.   3801, et seq.), as amended from time to time;
(i)	"DECLARATION OF TRUST" shall mean the Amended and Restated
Agreement and Declaration of Trust, as amended, restated or
supplemented from time to time;
(j)	"INVESTMENT ADVISER" or "ADVISER" shall mean a Person,
as defined below, furnishing services to the Trust pursuant to
 any investment advisory or investment management contract
described in Article IV, Section 7(a) of the Declaration of
Trust;
(k)	"PERSON" shall mean a natural person, partnership,
limited partnership, limited liability company, trust, estate,
 association, corporation, organization, custodian, nominee or
 any other individual or entity in its own or any representative
 capacity, in each case, whether domestic or foreign, and a
statutory trust or a foreign statutory or business trust;
(l)	"SERIES" shall mean each Series of Shares established
and designated under and in accordance with the provisions of
 Article III of the Declaration of Trust;
(m)	"SHARES" shall mean the transferable shares of beneficial
 interest into which the beneficial interest in the Trust shall be
 divided from time to time, and shall include fractional and whole
 Shares;
(n)	"SHAREHOLDER" shall mean a record owner of Shares pursuant
 to these By-Laws;
(o)	"TRUST" shall mean Templeton Institutional Funds, the
Delaware statutory trust formed under the Original Declaration of
Trust, as amended, and by filing of the Certificate of Trust with
the office of the Secretary of State of the State of Delaware, and
 governed by the Declaration of Trust;
(p)	"TRUSTEE" or "TRUSTEES" shall mean each Person who signs
the Declaration of Trust as a trustee and all other Persons who
 may, from time to time, be duly elected or appointed, qualified
 and serving on the Board of Trustees in accordance with the
provisions hereof and the Declaration of Trust, so long as such
signatory or other Person continues in office in accordance with
 the terms hereof and the Declaration of Trust.  Reference herein
to a Trustee or the Trustees shall refer to such Person or Persons
 in such Person's or Persons' capacity as a trustee or trustees
 hereunder and under the Declaration of Trust.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1.	PLACE OF MEETINGS.  Meetings of Shareholders shall
 be held at any place within or outside the State of Delaware
designated by the Board.  In the absence of any such designation
by the Board, Shareholders' meetings shall be held at the offices
 of the Trust.
Section 2.	MEETINGS.  Any meeting of Shareholders may be
called at any time by the Board, by the chairperson of the Board
or by the president of the Trust for the purpose of taking action
 upon any matter deemed by the Board to be necessary or desirable.
 To the extent permitted by the 1940 Act, a meeting of the Shareholders
 for the purpose of electing Trustees may also be called by the
chairperson of the Board.  There shall be no annual meetings of
the Shareholders for the election of Trustees or the transaction
of any other business except as required by the 1940 Act or other
 applicable federal law.  In the event any annual meeting of the
Shareholders is to be held, it shall be held at the principal
executive office of the Trust or as otherwise determined by the
 Board of Trustees. Special meetings of the Shareholders shall
 be held as provided herein or in the Declaration of Trust or as
 otherwise required by the 1940 Act or other applicable federal
 law. Except as required by federal law, including the 1940 Act,
 the Shareholders shall not be entitled to call, or to have the
Secretary call, meetings of the Shareholders. To the extent
required by federal law, including the 1940 Act, special meetings
 of the Shareholders shall be called by the Secretary upon the
 request of the Shareholders owning Shares representing at least
 the percentage of the total combined votes of all Shares of the
 Trust issued and outstanding required by federal law, including
 the 1940 Act, provided that (a) such request shall state the
purposes of such meeting and the matters proposed to be acted on,
 and (b) the Shareholders requesting such meeting shall have paid
 to the Trust the reasonably estimated cost of preparing and
mailing the notice thereof, which an authorized officer of the
 Trust shall determine and specify to such Shareholders. No
meeting shall be called upon the request of Shareholders to
consider any matter which is substantially the same as a matter
 voted upon at any meeting of the Shareholders held during the
preceding twelve (12) months, unless requested by the holders of
 a majority of all Shares entitled to be voted at such meeting.
Section 3.	NOTICE OF SHAREHOLDERS' MEETING.  Notice of any
 meeting of Shareholders shall be given to each Shareholder
entitled to vote at such meeting in accordance with Section 4
 of this Article II not less than ten (10) nor more than one
 hundred and twenty (120) days before the date of the meeting.
  The notice shall specify (i) the place, date and hour of the
 meeting, and (ii) the general nature of the business to be
transacted and to the extent required by the 1940 Act, the purpose
 or purposes thereof.
Section 4.	MANNER OF GIVING NOTICE.  Notice of any meeting of
 Shareholders shall be given either personally or by United States
 mail, courier, cablegram, telegram, facsimile or electronic mail,
 or other form of communication permitted by then current law,
charges prepaid, addressed to the Shareholder or to the group
of Shareholders at the same address as may be permitted pursuant
 to applicable laws, or as Shareholders may otherwise consent,
at the address of that Shareholder appearing on the books of the
 Trust or its transfer or other duly authorized agent or provided
 in writing by the Shareholder to the Trust for the purpose of
notice.  Notice shall be deemed to be given when delivered personally,
 deposited in the United States mail or with a courier, or sent by
 cablegram, telegram, facsimile or electronic mail.  If no address of
 a Shareholder appears on the Trust's books or has been provided in
 writing by a Shareholder, notice shall be deemed to have been duly
given without a mailing, or substantial equivalent thereof, if such
notice shall be available to the Shareholder on written demand of the
 Shareholder at the offices of the Trust.
If any notice addressed to a Shareholder at the address of that
Shareholder appearing on the books of the Trust or that has been
provided in writing by that Shareholder to the Trust for the purpose
 of notice, is returned to the Trust marked to indicate that the
notice to the Shareholder cannot be delivered at that address, all
 future notices or reports shall be deemed to have been duly given
without further mailing, or substantial equivalent thereof, if such
 notices shall be available to the Shareholder on written demand of
 the Shareholder at the offices of the Trust. In the absence of fraud,
 any irregularities in the notice of any meeting or the nonreceipt of
 any such notice by any of the Shareholders shall not invalidate any
 action otherwise properly taken at any such meeting.
Section 5.	POSTPONED AND ADJOURNED MEETING; NOTICE.  Prior to the
 date upon which any meeting of Shareholders is to be held, the Board
 of Trustees may postpone such meeting one or more times for any reason
 by giving notice to each Shareholder entitled to vote at the meeting
so postponed of the place, date and hour at which such meeting will be
 held.  Such notice shall be given not fewer than two (2) days before
 the date of such meeting and otherwise in accordance with this Article
II.  Any Shareholders' meeting, whether or not a quorum is present, may
 be adjourned from time to time for any reason whatsoever by vote of the
 holders of Shares entitled to vote holding not less than a majority of
 the Shares present in person or by proxy at the meeting, or by the
chairperson of the Board, the president of the Trust, in the absence
 of the chairperson of the Board, or any vice president or other
authorized officer of the Trust, in the absence of the president.
  Any adjournment may be made with respect to any business which
might have been transacted at such meeting and any adjournment
 will not delay or otherwise affect the effectiveness and validity
 of any business transacted at the Shareholders' meeting prior to
 adjournment.
When any Shareholders' meeting is adjourned to another time or
 place, written notice need not be given of the adjourned meeting
 if the time and place thereof are announced at the meeting at
 which the adjournment is taken, unless after the adjournment,
 a new record date is fixed for the adjourned meeting, or unless
the adjournment is for more than one hundred and eighty (180) days
 from the record date set for the original meeting, in which case,
 the Board of Trustees shall set a new record date as provided in
Article V of the Declaration of Trust and give written notice to
 each Shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 3 and 4
of this Article II.  At any postponed or adjourned meeting, any
 business may be transacted that might have been transacted at
 the original meeting.
Section 6.	VOTING.
(a)	The Shareholders entitled to vote at any meeting of
Shareholders and the Shareholder vote required to take action
shall be determined in accordance with the provisions of the
Declaration of Trust.  Unless determined by the inspector of
the meeting to be advisable, the vote on any question need not
be by written ballot.
(b)	Unless otherwise determined by the Board at the time it
 approves an action to be submitted to the Shareholders for
approval, Shareholder approval of an action shall remain in effect
 until such time as the approved action is implemented or the
Shareholders vote to the contrary.  Notwithstanding the foregoing,
 an agreement of merger, consolidation, conversion or reorganization
may be terminated or amended notwithstanding prior approval if so
authorized by such agreement of merger, consolidation, conversion or
 reorganization pursuant to Section 3815 of the DSTA and/or pursuant
 to the Declaration of Trust, these By-Laws and Section 3806 of the
 DSTA.
Section 7.	WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS.
  Attendance by a Shareholder, in person or by proxy, at a meeting
shall constitute a waiver of notice of that meeting with respect
 to that Shareholder, except when the Shareholder attends the meeting
 for the express purpose of objecting, at the beginning of the meeting,
 to the transaction of any business because the meeting is not
lawfully called or convened.  Whenever notice of a Shareholders'
 meeting is required to be given to a Shareholder under the
Declaration of Trust or these By-Laws, a written waiver thereof,
 executed before or after the time notice is required to be given,
 by such Shareholder or his or her attorney thereunto authorized,
 shall be deemed equivalent to such notice.  The waiver of notice
 need not specify the purpose of, or the business to be transacted
 at, the meeting.
Section 8.	PROXIES.  Every Shareholder entitled to vote for
 Trustees or on any other matter that may properly come before
the meeting shall have the right to do so either in person or by
 one or more agents authorized by a written proxy executed by the
 Shareholder and filed with the secretary of the Trust before being
 voted; provided, that an alternative to the execution of a written
 proxy may be permitted as described in the next paragraph of this
 Section 8.  A proxy shall be deemed executed if the Shareholder's
name is placed on the proxy (whether by manual signature, typewriting,
 telegraphic or electronic transmission (as defined in Section 3806
 of the DSTA) or otherwise) by the Shareholder or the Shareholder's
 attorney-in-fact.  A valid proxy that does not state that it is
irrevocable shall continue in full force and effect unless (i)
 revoked by the person executing it before the vote pursuant to
 that proxy is taken (a) by a writing delivered to the Trust
stating that the proxy is revoked, (b) by a subsequent proxy
 executed by such person, (c) attendance at the meeting and
voting in person by the person executing that proxy, or (d)
revocation by such person using any electronic, telephonic,
 computerized or other alternative means authorized by the
Trustees for authorizing the proxy to act; or (ii) written
notice of the death or incapacity of the maker of that proxy
 is received by the Trust before the vote pursuant to that
proxy is counted; provided, however, that no proxy shall be
 valid after the expiration of eleven (11) months from the
 date of the proxy unless otherwise expressly provided in
the proxy.  The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the
 provisions of the General Corporation Law of the State
of Delaware. Unless revoked, any proxy given in connection
 with a postponed or adjourned meeting for which a new
record date is fixed shall continue to be valid so long
as the Shareholder giving such proxy is a Shareholder of
record on such new such record date.
With respect to any Shareholders' meeting, the Board, or,
 in case the Board does not act, the president, any vice
 president or the secretary, may permit proxies by electronic
 transmission (as defined in Section 3806 of the DSTA),
telephonic, computerized, telecommunications or other reasonable
 alternative to the execution of a written instrument authorizing
 the holder of the proxy to act.  A proxy with respect to Shares
held in the name of two or more Persons shall be valid if executed,
 or a permitted alternative to execution is used, by any one of
them unless, at or prior to the exercise of the proxy, the secretary
 of the Trust receives a specific written notice to the contrary
 from any one of them.  A proxy purporting to be 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 with the challenger.  Unless otherwise specifically limited
 by their terms, proxies shall entitle the Shareholder to vote at
 any adjournment or postponement of a Shareholder meeting.
Subject to the provisions of the DSTA, the Declaration of Trust
 or these By-Laws, the General Corporation Law of the State of
 Delaware relating to proxies, and judicial interpretations thereunder,
 shall govern all matters concerning the giving, voting or validity of
 proxies, as if the Trust were a Delaware corporation and the
 Shareholders were stockholders of a Delaware corporation.
Section 9.	INSPECTORS.  Before any meeting of Shareholders,
 the chairperson of the Board, or in the absence of the chairperson
 of the Board, the president of the Trust, or in the absence of the
 president, any vice president or other authorized officer of the
Trust, may appoint any person other than nominees for office to act
 as inspector at the meeting or any adjournment.  If any person
appointed as inspector fails to appear or fails or refuses to act,
 the chairperson of the Board, or in the absence of the chairperson
of the Board, the president of the Trust, or in the absence of the
president, any vice president or other authorized officer of the Trust,
 shall appoint a person to fill the vacancy.  Such appointments may be
 made by such officers in person or by telephone.
The inspector shall:
(a)	determine the number of Shares and the voting power of each,
 the Shares represented at the meeting, the existence of a quorum and
 the authenticity, validity and effect of proxies;
(b)	receive votes or ballots;
(c)	hear and determine all challenges and questions in any way
 arising in connection with the right to vote;
(d)	count and tabulate all votes;
(e)	determine when the polls shall close;
(f)	determine the result of voting; and
(g)	do any other acts that may be proper to conduct the election
 or vote with fairness to all Shareholders.
ARTICLE III
TRUSTEES
Section 1.	VACANCIES.
(a)	Whenever a vacancy in the Board shall occur (by reason of death,
 resignation, removal, retirement, an increase in the authorized number
 of Trustees or other cause), until such vacancy is filled as provided
 herein or the number of authorized Trustees constituting the Board of
 Trustees is decreased pursuant to Article IV, Section 1 of the
 Declaration of Trust, the Trustee(s) then in office, regardless
of the number and even if less than a quorum, shall have all the
powers granted to the Board and shall discharge all the duties
 imposed upon the Board by the Declaration of Trust and these
By-Laws as though such number constitutes the entire Board.
(b)	Vacancies in the Board of Trustees may be filled by
 not less than a majority vote of the Trustee(s) then in office,
 regardless of the number and even if less than a quorum and a
 meeting of Shareholders shall be called for the purpose of electing
 Trustees if required by the 1940 Act.  Notwithstanding the above,
 whenever and for so long as the Trust is a participant in or otherwise
 has in effect a plan under which the Trust may be deemed to bear
 expenses of distributing its Shares as that practice is described
in Rule 12b-1 under the 1940 Act, then the selection and nomination
 of each of the Trustees who is not an "interested person" (as that
 term is defined in the 1940 Act ) of the Trust, any Adviser or the
 principal underwriter of the Trust (such Trustees are referred to
 herein as "disinterested Trustees"), shall be, and is, committed
to the discretion of the disinterested Trustees remaining in office.
  In the event that all Trustee offices become vacant, an authorized
 officer of the Investment Adviser shall serve as the sole remaining
 Trustee effective upon the vacancy in the office of the last Trustee.
  In such case, an authorized officer of the Investment Adviser, as
the sole remaining Trustee, shall, as soon as practicable, fill all
 of the vacancies on the Board; provided, however, that the percentage
 of Trustees who are disinterested Trustees shall be no less than that
 permitted by the 1940 Act.  Upon the qualification of such Trustees,
 the authorized officer of the Investment Adviser shall resign as
 Trustee and a meeting of the Shareholders shall be called, as required
 by the 1940 Act, for the election of Trustees.  An appointment of a
Trustee may be made by the Trustees then in office in anticipation of
 a vacancy to occur by reason of retirement, resignation, or removal
 of a Trustee, or an increase in number of Trustees effective at a
later date, provided that said appointment shall become effective only
 at the time or after the expected vacancy occurs.
Section 2.	PLACE OF MEETINGS AND MEETINGS BY TELEPHONE; PROXIES.
  All meetings of the Board may be held at any place within or outside
 the State of Delaware that is designated from time to time by the
 Board, the chairperson of the Board, or in the absence of the
chairperson of the Board, the president of the Trust, or in the
absence of the president, any vice president or other authorized
officer of the Trust.  In the absence of such a designation, regular
 meetings shall be held at the offices of the Trust.  Any meeting,
regular or special, may be held, with respect to one or more
participating Trustees, by conference telephone or similar
communication equipment, so long as all Trustees participating in
the meeting can hear one another, and all such Trustees shall be
deemed to be present in person at such meeting.  At all meetings of
 the Trustees, every Trustee shall be entitled to vote by proxy,
provided that such proxy shall, before or after such meeting, be
delivered to the secretary or other person responsible for recording
 the proceedings of such meeting.  To the extent permitted by the
1940 Act, a Trustee may provide any proxy through written, electronic,
 telephonic, computerized, facsimile, telecommunications, telex or by
 any other form of communication.
Section 3.	REGULAR MEETINGS.  Regular meetings of the Board shall
 be held at such time and place as shall from time to time be fixed by
 the Board, the chairperson of the Board, or in the absence of the
chairperson of the Board, the president of the Trust, or in the absence
 of the president, any vice president or other authorized officer of
 the Trust.  Regular meetings may be held without notice.
Section 4.	SPECIAL MEETINGS.  Special meetings of the Board for
 any purpose or purposes may be called at any time by any Trustee, the
 chairperson of the Board, or in the absence of the chairperson of the
 Board, the president of the Trust, or in the absence of the president,
 any vice president or other authorized officer of the Trust.
Notice of the purpose, time and place of special meetings (or of the
time and place for each regular meeting for which notice is given)
shall be given personally, sent by first-class mail, courier, cablegram
 or telegram, charges prepaid, or by facsimile or electronic mail,
addressed to each Trustee at that Trustee's address as has been provided
 to the Trust for purposes of notice; PROVIDED, that, in case of a
national, regional or local emergency or disaster, which prevents
such notice, such notice may be given by any means available or need
 not be given if no means are available.  In case the notice is mailed,
 it shall be deemed to be duly given if deposited in the United States
 mail at least seven (7) days before the time the meeting is to be held.
  In case the notice is given personally or is given by courier,
 cablegram, telegram, facsimile or electronic mail, it shall be
deemed to be duly given if delivered at least twenty-four (24)
hours before the time of the holding of the meeting.  The notice
 need not specify the place of the meeting if the meeting is to
be held at the offices of the Trust.
Section 5.	WAIVER OF NOTICE.  Whenever notice is required to
 be given to a Trustee under this Article, a written waiver of notice
 signed by the Trustee, whether before or after the time notice is
 required to be given, shall be deemed equivalent to notice.  The waiver
 of notice need not specify the purpose of, or the business to be
 transacted at, the meeting.  All such waivers shall be filed with
 the records of the Trust or made a part of the minutes of the
 meeting.  Attendance of a Trustee at a meeting shall constitute
a waiver of notice of such meeting, except when the Trustee attends
 the meeting for the express purpose of objecting at the beginning
 of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6.	ADJOURNMENT.  A majority of the Trustees present
at a meeting of the Board, whether or not a quorum is present, may
 adjourn such meeting to another time and place.  Any adjournment
 will not delay or otherwise affect the effectiveness and validity
 of any business transacted at the meeting prior to adjournment.
  At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at
 the meeting as originally called.
Section 7.	NOTICE OF ADJOURNMENT.  Notice of the time and
 place of an adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment
 is taken.  If the adjournment is for more than thirty (30) days
after the date of the original meeting, notice of the adjourned
 meeting shall be given to each Trustee.
Section 8.	COMPENSATION OF TRUSTEES.  Trustees may receive
from the Trust reasonable compensation for their services and
reimbursement of reasonable expenses as may be determined by the
Board.  This Section 8 shall not be construed to preclude any Trustee
 from serving the Trust in any other capacity as an officer, agent,
 employee, or otherwise and receiving compensation and reimbursement
 of expenses for those services.
Section 9.	CHAIRPERSON OF THE BOARD.  The Board of Trustees may
 elect a Chairperson for the purpose of presiding at meetings of the
 Board of Trustees (the "Chairperson").  The Chairperson shall exercise
 and perform such other powers and duties as may be from time to time
 assigned to the Chairperson by the Board of Trustees or prescribed
 by these By-Laws.  The Chairperson may delegate their powers and
 duties to the trustees or officers of the Trust that the Chairperson
 deems appropriate, provided that such delegation is consistent with
 applicable legal and regulatory requirements.
ARTICLE IV
COMMITTEES
Section 1.	COMMITTEES OF TRUSTEES.  The Board may, by majority
 vote, designate one or more committees of the Board, each consisting
 of two (2) or more Trustees (or one (1) Trustee in the case of a
 committee formed to consider a Shareholder demand pursuant to Article
 VII, Section 4 of the Declaration of Trust), to serve at the pleasure
 of the Board.  The Board may, by majority vote, designate one or
 more Trustees as alternate members of any such committee who may
 replace any absent member at any meeting of the committee.  Any
such committee, to the extent provided by the Board, shall have such
 authority as delegated to it by the Board from time to time, except
 with respect to:
(a)	the approval of any action which under the Declaration of
Trust, these By-Laws or applicable law also requires Shareholder
approval or requires approval by a majority of the entire Board or
 certain members of the Board;
(b)	the filling of vacancies on the Board or on any committee
thereof; provided however, that such committee may nominate Trustees
 to fill such vacancies, subject to the Trust's compliance with the
 1940 Act and the rules thereunder;
(c)	the amendment, restatement or repeal of the Declaration of
 Trust or these By-Laws or the adoption of a new Declaration of Trust
 or new By-Laws;
(d)	the amendment or repeal of any resolution of the Board; or
(e)	the designation of any other committee of the Board or the
members of such committee.
Section 2.	MEETINGS AND ACTION OF BOARD COMMITTEES.  Meetings
and actions of any committee of the Board shall, to the extent
applicable, be held and taken in the manner provided in Article IV
 of the Declaration of Trust and Article III of these By-Laws, with
such changes in the context thereof as are necessary to substitute
the committee and its members for the Board and its members, except
 that the time of regular meetings of any committee may be determined
 either by the Board or by the committee.  Special meetings of any
committee may also be called by resolution of the Board or such
committee, and notice of special meetings of any committee shall
 also be given to all alternate members who shall have the right
 to attend all meetings of the committee.  The Board may from time
to time adopt other rules for the governance of any committee.
Section 3.	ADVISORY COMMITTEES.  The Board may appoint one or
 more advisory committees comprised of such number of individuals
appointed by the Board who may meet at such time, place and upon
such notice, if any, as determined by the Board.  Such advisory
committees shall have no power to require the Trust to take any
specific action.
ARTICLE V
OFFICERS
Section 1.	OFFICERS.  The officers of the Trust shall be a
Chief Executive Officer - Investment Management, a Chief Executive
 Officer - Finance and Administration, a President, a Secretary, a
 Chief Financial Officer and Chief Accounting Officer, and a Treasurer.
  The Trust may also have, at the discretion of the Board, one or more
 vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such other
 officers, who shall have such authority and perform such duties as
are provided in the Declaration of Trust, these By-Laws or as the Board,
 or to the extent permitted by the Board, as the president, may from
time to time determine.  Any number of offices may be held by the same
 person, except the offices of president and vice president.
Section 2.	APPOINTMENT OF OFFICERS.  The officers of the Trust
shall be appointed by the Board, or to the extent permitted by the
Board, by the president, and each shall serve at the pleasure of the
 Board, or to the extent permitted by the Board, at the pleasure of
 the president, subject to the rights, if any, of an officer under
 any contract of employment.
Section 3.	REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the
 rights, if any, of an officer under any contract of employment, any
 officer may be removed, either with or without cause, by the Board or,
 to the extent permitted by the Board, by the president.
Any officer may resign at any time by giving written notice to the
 Trust.  Such resignation shall take effect upon receipt unless
 specified to be effective at some later time and unless otherwise
 specified in such notice, the acceptance of the resignation shall
not be necessary to make it effective.  Any resignation is without
 prejudice to the rights, if any, of the Trust under any contract to
 which the officer is a party.
Section 4.	VACANCIES IN OFFICES.  A vacancy in any office
because of death, resignation, removal, incapacity or other cause
shall be filled in the manner prescribed in these By-Laws for regular
 appointment to that office.
Section 5.	PRESIDENT.  Subject to such supervisory powers, if any,
 as may be given by the Board of Trustees to the chairperson of the
board, if there be such an officer, the president shall, subject to
 the control of the Board of Trustees, have general supervision,
direction and control of the business and the officers of the Trust.
Section 6.	VICE PRESIDENTS.  In the absence, resignation, removal,
 incapacity or death  of the president, the vice presidents, if any,
 in order of their rank as fixed by the Board or if not ranked, a vice
 president designated by the Board, shall exercise all the powers and
 perform all the duties of, and be subject to all the restrictions upon,
 the president until the president's return, his incapacity ceases or a
new president is appointed.  Each vice president shall have such other
 powers and perform such other duties as from time to time may be
 prescribed by the Board or the president, or as provided in the
Declaration of Trust or these By-Laws.
Section 7.	SECRETARY.  The secretary shall keep or cause to
be kept at the offices of the Trust or such other place as the Board
may direct a book of minutes of all meetings and actions (including
consents) of the Board, committees of the Board and Shareholders.
 The secretary shall keep a record of the time and place of such
meetings, whether regular or special, and if special, how authorized,
 the notice given, the names of those present at Board meetings or
 committee meetings, the number of Shares present or represented by
proxy at Shareholders' meetings, and the proceedings.
The secretary shall cause to be kept at the offices of the Trust or
 at the office of the Trust's transfer or other duly authorized agent,
 a share register or a duplicate share register showing the names of
all Shareholders and their addresses, the number, Series and Classes
 (if applicable) of Shares held by each, the number and date of
certificates, if any, issued for such Shares and the number and date
 of cancellation of every certificate surrendered for cancellation.
The secretary shall give or cause to be given notice of all meetings
of the Shareholders and of the Board required by the Declaration of
 Trust, these By-Laws or by applicable law to be given and shall have
 such other powers and perform such other duties as may be prescribed
by the Board or the president of the Trust, or as provided in the
 Declaration of Trust or these By-Laws.
Section 8.	TREASURER.  The Treasurer shall be responsible for
 the general supervision over the care and custody of the funds,
securities, and other valuable effects of the Trust and shall deposit
 the same or cause the same to be deposited in the name of the Trust
 in such depositories as the Board of Trustees may designate; shall
disburse the funds of the Trust as may be ordered by the Board of
 Trustees; shall have supervision over the accounts of all receipts
 and disbursements of the Trust; disburse the funds of the Trust;
shall have the power and authority to perform the duties usually
incident of his office and those duties as may be assigned to him
 from time to time by the Board or by the Chief Financial Officer
 and Chief Accounting Officer; and shall render to the Chief
Financial Officer and Chief Accounting Officer and the Board,
whenever they request it, an account of all of his transactions
as Treasurer.
Section 9.	CHIEF EXECUTIVE OFFICER - INVESTMENT MANAGEMENT.
 The Chief Executive Officer - Investment Management shall be the
 principal executive officer with respect to the portfolio investments
 of the Trust, and shall have such other powers and duties as may be
 prescribed by the Board of Trustees or these By-Laws.
Section 10.	CHIEF EXECUTIVE OFFICER - FINANCE AND ADMINISTRATION.
  The Chief Executive Officer - Finance and Administration shall be
the principal executive officer with respect to the financial
accounting and administration of the Trust, and shall have such
other powers and duties as may be prescribed by the Board of
Trustees or these By-Laws.
Section 11.	CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING
OFFICER.  The Chief Financial Officer and Chief Accounting
Officer shall, whenever required by the Board of Trustees,
 render or cause to be rendered financial statements of the
Trust; supervise the investment of its funds as ordered or
 authorized by the Board, taking proper vouchers therefor;
provide assistance to the Audit Committee of the Board and
report to such Committee as necessary; be designated as
principal accounting officer/principal financial officer
for purposes of ss. 32 of the 1940 Act, ss. 302 of the
Sarbanes Oxley Act of 2002 and ss. 6 of the Securities
Act of 1933; shall keep and maintain or cause to be kept
and maintained adequate and correct books and records of
 accounts of the properties and business transactions of
 the Trust (and every series and class thereof), including
 accounts of assets, liabilities, receipts, disbursements,
 gains, losses, capital retained earnings and shares; shall
 have the power and authority to perform the duties usually
 incident of his office and those duties as may be assigned
to him from time to time by the Board; and shall render to
the Chief Executive Officer -Finance and Administration and
 the Board, whenever they request it, an account of all of
 his transactions as Chief Financial Officer and Chief Accounting
 Officer and of the financial condition of the Trust.
ARTICLE VI
RECORDS AND REPORTS
Section 1.	MAINTENANCE AND INSPECTION OF SHARE REGISTER.
  The Trust shall keep at its offices or at the office of its
 transfer or other duly authorized agent, records of its
Shareholders, that provide the names and addresses of all
 Shareholders and the number, Series and Classes, if any,
 of Shares held by each Shareholder.  Such records may be
inspected during the Trust's regular business hours by any
Shareholder, or its duly authorized representative, upon
reasonable written demand to the Trust, for any purpose
 reasonably related to such Shareholder's interest as a
Shareholder.
Section 2.	MAINTENANCE AND INSPECTION OF DECLARATION OF
 TRUST AND BY-LAWS.  The Trust shall keep at its offices the
 original or a copy of the Declaration of Trust and these
By-Laws, as amended or restated from time to time, where they
 may be inspected during the Trust's regular business hours
 by any Shareholder, or its duly authorized representative,
 upon reasonable written demand to the Trust, for any purpose
reasonably related to such Shareholder's interest as a Shareholder.
Section 3.	MAINTENANCE AND INSPECTION OF OTHER RECORDS.
  The accounting books and records and minutes of proceedings
 of the Shareholders, the Board, any committee of the Board or
 any advisory committee shall be kept at such place or places
designated by the Board or, in the absence of such designation,
 at the offices of the Trust.  The minutes shall be kept in
 written form and the accounting books and records shall be
 kept either in written form or in any other form capable of
being converted into written form.
If information is requested by a Shareholder, the Board, or,
in case the Board does not act, the president, any vice president
 or the secretary, shall establish reasonable standards governing,
 without limitation, the information and documents to be furnished
 and the time and the location, if appropriate, of furnishing such
 information and documents.  Costs of providing such information
and documents shall be borne by the requesting Shareholder.  The
 Trust shall be entitled to reimbursement for its direct, out-of-pocket
 expenses incurred in declining unreasonable requests (in whole or in
 part) for information or documents.
The Board, or, in case the Board does not act, the president, any
vice president or the secretary, may keep confidential from Shareholders
 for such period of time as the Board or such officer, as applicable,
 deems reasonable any information that the Board or such officer, as
 applicable, reasonably believes to be in the nature of trade secrets
 or other information that the Board or such officer, as the case may
 be, in good faith believes would not be in the best interests of the
 Trust to disclose or that could damage the Trust or its business or
 that the Trust is required by law or by agreement with a third party
 to keep confidential.
Section 4.	INSPECTION BY TRUSTEES.  Every Trustee shall have the
absolute right during the Trust's regular business hours to inspect all
 books, records, and documents of every kind and the physical properties
 of the Trust.  This inspection by a Trustee may be made in person or
by an agent or attorney and the right of inspection includes the right
 to copy and make extracts of documents.
ARTICLE VII
GENERAL MATTERS
Section 1.	CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.  All checks,
 drafts, or other orders for payment of money, notes or other evidences
 of indebtedness issued in the name of or payable to the Trust shall be
 signed or endorsed by such person or persons and in such manner as
 the Board from time to time shall determine.
Section 2.	CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The Board,
 except as otherwise provided in the Declaration of Trust and these
 By-Laws, may authorize any officer or officers or agent or agents,
to enter into any contract or execute any instrument in the name of
and on behalf of the Trust or any Series thereof and this authority
may be general or confined to specific instances.
Section 3.	CERTIFICATES FOR SHARES.  No certificate or certificates
 for Shares shall be issued to Shareholders and no Shareholder shall have
 the right to demand or require that a certificate for Shares be
issued to it.  The Trust shall adopt and use a system of issuance,
 recordation and transfer of its shares by electronic or other means.
Section 4.	LOST CERTIFICATES.  No new certificate for Shares
 shall be issued to replace an old certificate that is surrendered
 to the Trust for cancellation.  In case any Share certificate or
 certificate for any other security is lost, stolen, or destroyed,
such certificate shall be cancelled and the ownership of an
uncertificated Share shall be recorded upon the books of the Trust,
 on such terms and conditions as the Board may require, including
 a provision for indemnification of the Board and the Trust secured
 by a bond or other adequate security sufficient to protect the
 Trust and the Board against any claim that may be made against
either, including any expense or liability on account of the
alleged loss, theft, or destruction of the certificate.
Section 5.	REPRESENTATION OF SHARES OF OTHER ENTITIES HELD
 BY TRUST.  The Trust's president or any vice president or any
 other person authorized by the Board or by any of the foregoing
 designated officers, is authorized to vote or represent on behalf
 of the Trust, or any Series thereof, any and all shares of any
corporation, partnership, trust, or other entity, foreign or domestic,
 standing in the name of the Trust or such Series thereof.  The
 authority granted may be exercised in person or by a proxy duly
 executed by such authorized person.
Section 6.	TRANSFERS OF SHARES.  Shares are transferable,
 if authorized by the Declaration of Trust, only on the record
books of the Trust by the Person in whose name such Shares are
 registered, or by his or her duly authorized attorney-in-fact or
 representative.  Upon receipt of proper transfer instructions from
the registered owner of certificated Shares, and upon the surrender
 for cancellation of such certificates representing the number of
Shares to be transferred with an assignment and power of transfer
 endorsed thereon or attached thereto, duly executed, with such
 proof of the authenticity of the signature as the Trust or its
agents may reasonably require, the Trust shall cancel the old
certificate and record the transaction and ownership of
uncertificated Shares upon the books of the Trust.  Upon receipt
of proper transfer instructions from the registered owner of
 uncertificated Shares, such uncertificated Shares shall be
 transferred on the record books to the Person entitled thereto.
  The Trust, its transfer agent or other duly authorized agents may
refuse any requested transfer of Shares, or request additional evidence
 of authority to safeguard the assets or interests of the Trust or of
 its Shareholders, in  their sole discretion.  In all cases of transfer
 by an attorney-in-fact, the original power of attorney, or an official
 copy thereof duly certified, shall be deposited and remain with the
 Trust, its transfer agent or other duly authorized agent.  In case
of transfers by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall
 be presented to the Trust, its transfer agent or other duly authorized
 agent, and may be required to be deposited and remain with the Trust,
 its transfer agent or other duly authorized agent.
Section 7.	HOLDERS OF RECORD.  The record books of the Trust as
 kept by the Trust, its transfer agent or other duly authorized agent,
 as the case may be, shall be conclusive as to the identity of the
Shareholders of the Trust and as to the number, Series and Classes,
 if any, of Shares held from time to time by each such Shareholder.
  The Trust shall be entitled to treat the holder of record of any
 Share as the owner thereof and, accordingly, shall not be bound to
 recognize any equitable or other claim to or interest in such Share
 on the part of any other Person, whether or not the Trust shall
have express or other notice thereof.
Section 8.	FISCAL YEAR.  The fiscal year of the Trust, and
each Series thereof, shall be determined by the Board.
Section 9.	HEADINGS; REFERENCES.  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.
 Any references herein to specific sections of the DSTA, the Code
 or the 1940 Act shall refer to such sections as amended from time
to time or any successor sections thereof.
Section 10.	PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a)	The provisions of these By-Laws are severable, and if the
Board of Trustees shall determine, with the advice of counsel, that
any of such provisions is in conflict with the Declaration of Trust,
 the 1940 Act, the Code, the DSTA, or with other applicable laws and
 regulations, the conflicting provision shall be deemed not to have
 constituted a part of these By-Laws from the time when such provisions
 became inconsistent with such laws or regulations; provided, however,
 that such determination shall not affect any of the remaining
provisions of these By-Laws or render invalid or improper any action
 taken or omitted prior to such determination.
(b)	If any provision of these By-Laws 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 these By-Laws in any jurisdiction.
ARTICLE VIII
AMENDMENTS
Section 1.	AMENDMENT BY SHAREHOLDERS.  These By-Laws may be
amended, restated or repealed or new By-Laws may be adopted by the
 affirmative vote of a majority of votes cast at a Shareholders'
 meeting called for that purpose and where a quorum of Shareholders
 of the Trust is present.
Section 2.	AMENDMENT BY TRUSTEES.  These By-Laws may also
 be amended, restated or repealed or new By-Laws may be adopted
by the Board, by a vote of the Board as set forth in Article IV,
 Section 3(c) of the Declaration of Trust.
Section 3.	OTHER AMENDMENT.  Subject to the 1940 Act, these
 By-Laws may also be amended pursuant to Article VIII, Section
2(a) of the Declaration of Trust and Section 3815(f) of the DSTA.

Original By-Laws adopted:  as of October 18, 2006
Amended and Restated By-Laws adopted:  as of May 18, 2018

MATERIAL AMENDMENTS

NAME OF REGISTRANT:
TEMPLETON INSTITUTIONAL FUNDS
File No. 811-06135


EXHIBIT ITEM:  Copies of any material amendments to the registrant's
 charter or by-laws

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of
TEMPLETON INSTITUTIONAL FUNDS
a Delaware Statutory Trust




(Original Agreement and Declaration of Trust was adopted
October 18, 2006; current Amended and Restated Agreement
and Declaration of Trust adopted May 18, 2018.)

TABLE OF CONTENTS

Page

ARTICLE I	NAME; OFFICES; REGISTERED AGENT; DEFINITIONS
........................2

Section 1.	Name .....................................................
..................................................2

Section 2.	Offices of the Trust .....................................
............................................2

Section 3.	Registered Agent and Registered Office....................
.............................2

Section 4.	Definitions................................................
...............................................2

ARTICLE II	PURPOSE OF TRUST ..........................................
-.........................................4

ARTICLE III	SHARES ....................................................
......................................................8

Section 1.	Division of Beneficial Interest ...........................
.....................................8

Section 2.	Ownership of Shares .......................................
........................................9

Section 3.	Sale of Shares.............................................
.............................................9

Section 4.	Status of Shares and Limitation of Personal Liability .....
.....................10

Section 5.	Power of Board of Trustees to Make Tax Status Election.....
...............10

Section 6.	Establishment and Designation of Series and Classes .......
...................10

Section 7.	Indemnification of Shareholders............................
...............................14

ARTICLE IV	THE BOARD OF TRUSTEES .....................................
.................................14

Section 1.	Number, Election, Term, Removal and Resignation ..........
..................14

Section 2.	Trustee Action by Written Consent Without a Meeting .......
................15

Section 3.	Powers; Other Business Interests; Quorum and Required Vote
...........16

Section 4.	Payment of Expenses by the Trust............................
............................18

Section 5.	Payment of Expenses by Shareholders ......................
...........................18

Section 6.	Ownership of Trust Property ..............................
..................................18

Section 7.	Service Contracts .......................................
...........................................19

ARTICLE V	SHAREHOLDERS' VOTING POWERS AND MEETINGS ...............
.......20

Section 1.	Voting Powers..........................................
.............................................20

Section 2.	Quorum and Required Vote ..............................
....................................20

Section 3.	Shareholder Action by Written Consent Without a Meeting.
...............21

Section 4.	Record Dates ..........................................
...............................................21

Section 5.	Additional Provisions...................................
.........................................22





i

ARTICLE VI	NET ASSET VALUE; DISTRIBUTIONS; REDEMPTIONS;
TRANSFERS .............................................................
....................................23

Section 1.	Determination of Net Asset Value, Net Income and
 Distributions .....23

Section 2.	Redemptions at the Option of a Shareholder ......
..................................25

Section 3.	Redemptions at the Option of the Trust .........
.......................................26

Section 4.	Transfer of Shares ...............................
..................................................26

ARTICLE VII	LIMITATION OF LIABILITY AND INDEMNIFICATION OF
AGENT ...........................................................
...............................................27

Section 1.	Limitation of Liability...........................
................................................27

Section 2.	Indemnification ..................................
...................................................28

Section 3.	Insurance ........................................
.......................................................29

Section 4.	Derivative Actions ...............................
.................................................30

Section 5.	Jurisdiction and Waiver of Jury Trial ...........
........................................30

ARTICLE VIII  CERTAIN TRANSACTIONS.................................
......................................31

Section 1.	Dissolution of Trust or Series ....................
...........................................31

Section 2.	Merger or Consolidation; Conversion; Reorganization
........................32

Section 3.	Master Feeder Structure ...........................
.............................................34

Section 4.	Absence of Appraisal or Dissenters' Rights ........
.................................34

ARTICLE IX	AMENDMENTS ..........................................
.................................................34

Section 1.	Amendments Generally .................................
.......................................34

ARTICLE X	MISCELLANEOUS ........................................
..............................................35

Section 1.	References; Headings; Counterparts ....................
.................................35

Section 2.	Applicable Law .......................................
..............................................35

Section 3.	Provisions in Conflict with Law or Regulations..........
.........................36

Section 4.	Statutory Trust Only ....................................
.........................................36

Section 5.	Use of the Names "Franklin," "Templeton," "Fiduciary Trust,"
and/or "Institutional Fiduciary Trust"....................................
...............36













ii

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
TEMPLETON INSTITUTIONAL FUNDS


AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made as of this 18th day of May, 2018, by the Trustees hereunder.

WITNESSETH:

WHEREAS Templeton Institutional Funds (the "Trust") was formed on
October 18, 2006 under the name "Templeton Institutional Trust" by
 its Trustees by the filing of the Certificate of Trust with the
Office of the Secretary of State of the State of Delaware pursuant
 to an Agreement and Declaration of Trust dated as of October 18,
2006 (the "Original Declaration of Trust"), and the name of the
 Trust was changed to "Templeton Institutional Funds" pursuant to
 the filing of a Certificate of Amendment to the Certificate of
Trust with the Office of the Secretary of State of the State of
 Delaware on January 4, 2007; and

WHEREAS this Trust has been formed to carry on the business of
an open-end management investment company as defined in the 1940
 Act; and

WHEREAS this Trust is authorized to divide its Shares into two
or more Classes, to issue its Shares in separate Series, to divide
 Shares of any Series into two or more Classes and to issue Classes
 of the Trust or the Series, if any, all in accordance with the
 provisions hereinafter set forth; and

WHEREAS the Trustees have agreed to manage all property coming
into their hands as trustees of a Delaware statutory trust in
 accordance with the provisions of the Delaware Statutory Trust
Act, as amended from time to time, and the provisions hereinafter
 set forth;

NOW, THEREFORE, the Trustees hereby declare that:

(i)	all cash, securities and other assets that the Trust may
 from time to time acquire in any manner shall be managed and
disposed of upon the following terms and conditions as hereinafter
 set forth; and

(ii)	this Declaration of Trust and the By-Laws shall be binding
in accordance with their terms on every Trustee, by virtue of having
 become a Trustee of the Trust, and on every Shareholder, by virtue
 of having become a Shareholder of the Trust, pursuant to the terms
of this Declaration of Trust and the By-Laws.

ARTICLE I

NAME; OFFICES; REGISTERED AGENT; DEFINITIONS

Section 1.	Name.  This Trust shall be known as "Templeton
Institutional Funds" and the Board of Trustees shall conduct the
 business of the Trust under that name, or any other name as it
may from time to time designate.  The Trustees may, without Shareholder
 approval, change the name of the Trust or any Series or Class.  Any
 name change of any Series or Class shall become effective upon
approval by the Trustees of such change or any document (including
 any registration statement) reflecting such change, or at such later
 time as may be approved by the Trustees.  Any name change of the Trust
 shall become effective upon the filing of a certificate of amendment
 under the DSTA reflecting such change, or at such later time specified
 in such certificate of amendment. Any such action shall have the
status of an amendment to this Declaration of Trust.  In the event
of any name change, the Trustees shall cause notice to be given to
 the affected Shareholders within a reasonable time after the
implementation of such change, which notice will be deemed given
 if the changed name is reflected in any registration statement.
 The Trust shall constitute a Delaware statutory trust in
accordance with the DSTA.

Section 2.	Offices of the Trust.  The Board may at any time
 establish offices of the
Trust at any place or places where the Trust intends to do business.

Section 3.	Registered Agent and Registered Office.  The name
of the registered agent of the Trust and the address of the registered
 office of the Trust are as set forth in the Trust's Certificate of
 Trust.

Section 4.	Definitions.

Whenever used herein, unless otherwise required by the context or
 specifically provided:

(a)	"1940 Act" shall mean the Investment Company Act of 1940
 and the rules and regulations thereunder, all as adopted or amended
 from time to time;

(b)	"Affiliate" shall have the same meaning as "affiliated person"
 as such term is defined in the 1940 Act when used with reference to
 a specified Person, as defined below.

(c)	"Board of Trustees" shall mean the governing body of the Trust,
 that is comprised of the number of Trustees of the Trust fixed from
 time to time pursuant to Article IV hereof, having the powers and
 duties set forth herein;

(d)	"By-Laws" shall mean By-Laws of the Trust, as amended,
restated or supplemented from time to time in accordance with Article
 VIII therein.  Such By-Laws may contain any provision not inconsistent
with applicable law or this Declaration of Trust, relating to the
governance of the Trust;

(e)	"Certificate of Trust" shall mean the certificate of trust of
 the Trust filed with the office of the Secretary of State of the
State of Delaware as required under the DSTA to

form the Trust, as such certificate shall be amended, restated or
supplemented from time to time and filed with such office;

(f)	"Class" shall mean each class of Shares of the Trust or of
 a Series of the Trust established and designated under and in
accordance with the provisions of Article III hereof;

(g)	"Code" shall mean the Internal Revenue Code of 1986 and
the rules and regulations thereunder, all as adopted or amended
from time to time;

(h)	"Commission" shall have the meaning given that term in
 the 1940 Act;

(i)	"DSTA" shall mean the Delaware Statutory Trust Act
(12 Del. C.  3801, et seq.), as amended from time to time;

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

(k)	"General Liabilities" shall have the meaning given
it in Article III, Section
6(b) of this Declaration of Trust;




Act;

(l)	"Interested Person" shall have the meaning given
that term in the 1940


(m)	"Investment Adviser" or "Adviser" shall mean a Person,
 as defined below, furnishing services to the Trust pursuant to
 any investment advisory or investment management contract
described in Article IV, Section 7(a) hereof;

(n)	"National Financial Emergency" shall mean the whole or
any part of any period during (i) which an emergency exists as
 a result of which disposal by the Trust of securities or other
 assets owned by the Trust is not reasonably practicable; (ii)
which it is not reasonably practicable for the Trust fairly to
determine the net asset value of its assets; or (iii) such other
period as the Commission may by order permit for the protection
of investors;

(o)	"Person" shall mean a natural person, partnership, limited
partnership, limited liability company, trust, estate, association,
corporation, organization, custodian, nominee or any other individual
 or entity in its own or any representative capacity, in each case,
 whether domestic or foreign, and a statutory trust or a foreign
statutory or business trust;




1940 Act;

(p)	"Principal Underwriter" shall have the meaning given that
 term in the


(q)	"Series" shall mean each Series of Shares established and
 designated under and in accordance with the provisions of Article
 III hereof;

(r)	"Shares" shall mean the transferable shares of beneficial
 interest into which the beneficial interest in the Trust shall be
 divided from time to time, and shall include fractional and whole
 Shares;



Laws;

(s)	"Shareholder" shall mean a record owner of Shares pursuant
to the By-


(t)	"Trust" shall mean Templeton Institutional Funds, the Delaware
 statutory trust formed under the Original Declaration of Trust, as
 amended, and by filing of the Certificate of Trust with the office
of the Secretary of State of the State of Delaware, and governed by
 this Declaration of Trust;

(u)	"Trust Property" shall mean any and all property, real or
 personal, tangible or intangible, which is owned or held by or for
 the account of the Trust, or one or more of any Series thereof,
including, without limitation, the rights referenced in Article X,
 Section 5 hereof; and

(v)	"Trustee" or "Trustees" shall mean each Person who signs
this Declaration of Trust as a trustee and all other Persons who may,
 from time to time, be duly elected or appointed, qualified and
serving on the Board of Trustees in accordance with the provisions
hereof and the By-Laws, so long as such signatory or other Person
 continues in office in accordance with the terms hereof and the
By-Laws.  Reference herein to a Trustee or the
Trustees shall refer to such Person or Persons in such Person's or
 Persons' capacity as a trustee or trustees hereunder and under the
 By-Laws.

ARTICLE II PURPOSE OF TRUST
The purpose of the Trust is to conduct, operate and carry on the
 business of a registered
management investment company registered under the 1940 Act, directly,
 or if one or more Series is established hereunder, through one or
more Series, investing primarily in securities, and to exercise all
of the powers, rights and privileges granted to, or conferred upon,
a statutory trust formed under the DSTA, including, without limitation,
the following powers:

(a)	To hold, invest and reinvest its funds, and in connection
 therewith, to make any changes in the investment of the assets of
 the Trust, to hold part or all of its funds in cash, to hold cash
 uninvested, to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, own, hold, pledge, sell, assign, mortgage, transfer,
 exchange, distribute, write options
on, lend or otherwise deal in or dispose of contracts for the future
 acquisition or delivery of fixed income or other securities, and
 securities or property of every nature and kind, including, without
 limitation, all types of bonds, debentures, stocks, shares, units of
 beneficial interest, preferred stocks, negotiable or non-negotiable
 instruments, obligations, evidences of indebtedness, money market
 instruments, certificates of deposit or indebtedness, bills, notes,
 mortgages, commercial paper, repurchase or reverse repurchase
agreements, bankers' acceptances, finance paper, and
any options, certificates, receipts, warrants, futures contracts or
 other instruments representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other
rights or interests therein or in any property or assets, and other
 securities of any kind, as the foregoing are 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
 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;

(b)	To exercise any and all rights, powers and privileges
with reference to or incident to ownership or interest, use and
enjoyment of any of such securities and other instruments or
 property of every kind and description, including, but without
 limitation, the right, power and privilege to own, vote, hold,
 purchase, sell, negotiate, assign, exchange, lend, transfer,
 mortgage, hypothecate, lease, pledge or write options with respect
 to or otherwise deal with, dispose of, use, exercise or enjoy any
 rights, title, interest, powers or privileges under or with reference
 to any of such securities and other instruments or property, 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, and
 to do any and all acts and things for the preservation, protection,
 improvement and enhancement in value of any of such securities and
 other instruments or property;

(c)	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,
 subject to any requirements of the 1940 Act;

(d)	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;

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

(f)	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 proper
safeguards according to the usual practice of investment companies or
 any rules or regulations applicable thereto;

(g)	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;

(h)	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;

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

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

(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 Board of Trustees may deem necessary 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 Advisers, 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 Adviser, Principal
 Underwriter, or independent contractor, to the fullest extent
 permitted by this Declaration of Trust, the By-Laws and by
applicable law;

(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;

(n)	To purchase or otherwise acquire, own, hold, sell, negotiate,
 exchange, assign, transfer, mortgage, pledge or otherwise deal with,
 dispose of, use, exercise or enjoy, property of all kinds;

(o)	To buy, sell, mortgage, encumber, hold, own, exchange, rent or
 otherwise acquire and dispose of, and to develop, improve, manage,
 subdivide, and generally to deal and trade in real property, improved
 and unimproved, and wheresoever situated; and to build, erect,
 construct, alter and maintain buildings, structures, and other
 improvements on real property;

(p)	To borrow or raise moneys for any of the purposes of the
Trust, and to mortgage or pledge the whole or any part of the
property and franchises of the Trust, real, personal, and mixed,
 tangible or intangible, and wheresoever situated;

(q)	To enter into, make and perform contracts and undertakings
 of every kind for any lawful purpose, without limit as to amount;

(r)	To issue, purchase, sell and transfer, reacquire, hold,
 trade and deal in stocks, Shares, bonds, debentures and other
 securities, instruments or other property of the Trust, from
 time to time, to such extent as the Board of Trustees shall,
consistent with the provisions of this Declaration of Trust,
 determine; and to re-acquire and redeem, from time to time,
its Shares or, if any, its bonds, debentures and other securities;

(s)	To engage in and to prosecute, defend, compromise, abandon,
 or adjust, by arbitration, or otherwise, any actions, suits,
 proceedings, disputes, claims, and demands relating to the Trust,
 and out of the assets of the Trust to pay or to satisfy any debts,
 claims or expenses incurred in connection therewith, including
 those of litigation, and such power shall include without
 limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith
 business judgment, to dismiss any action, suit, proceeding,
dispute, claim, or demand, derivative or otherwise, brought
 by any Person, including a Shareholder in the Shareholder's
 own name or the name of the Trust, whether or not the Trust
 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;

(t)	To exercise and enjoy, in Delaware and in any other
 states, territories, districts and United States dependencies
 and in foreign countries, all of the foregoing powers, rights
and privileges, and the enumeration of the foregoing powers
shall not be deemed to exclude any powers, rights or privileges
 so granted or conferred; and

(u)	In general, to carry on any other business in connection
 with or incidental to its trust purposes, to do everything
 necessary, suitable or proper for the accomplishment of such
 purposes or for the attainment of any object or the furtherance
of any power hereinbefore set forth, either alone or in association
with others, and to do every other act or thing incidental or
 appurtenant to, or growing out of, or connected with, its business
 or purposes, objects or powers.

The Trust shall not be limited to investing in obligations maturing
 before the possible dissolution of the Trust or one or more of its
 Series.  Neither the Trust nor the Board of Trustees shall be required
 to obtain any court order to deal with any assets of the Trust or take
 any other action hereunder.

The foregoing clauses shall each be construed as purposes, objects and
 powers, and it is hereby expressly provided that the foregoing
enumeration of specific purposes, objects and powers shall not be
 held to limit or restrict in any manner the powers of the Trust,
 and that they are in furtherance of, and in addition to, and not
 in limitation of, the general powers conferred upon the Trust by
 the DSTA and the other laws of the State of Delaware or otherwise;
 nor shall the enumeration of one thing be deemed to exclude another,
 although it be of like nature, not expressed.

ARTICLE III SHARES
Section 1.	Division of Beneficial Interest.

(a)	The beneficial interest in the Trust shall be divided into
Shares, each Share without a par value.  The number of Shares in the
 Trust authorized hereunder, and of each Series and Class as may be
 established from time to time, is unlimited.  The Board of Trustees
 may authorize the division of Shares into separate Classes of Shares
 and into separate and distinct Series of Shares and the division of
 any Series into separate Classes of Shares in accordance with the
 1940 Act.  The different Series and Classes shall be established
 and designated pursuant to Article III, Section 6 hereof.  If no
 separate Series or Classes of Series shall be established, the
 Shares shall have the rights, powers and duties provided for
herein and in Article III, Section 6 hereof to the extent relevant
 and not otherwise provided for herein, and all references to
Series and Classes shall be construed (as the context may require)
 to refer to the Trust.

(i)	The fact that the Trust shall have one or more established
 and designated Classes of the Trust, shall not limit the authority
 of the Board of Trustees to establish and designate additional
 Classes of the Trust.  The fact that one or more Classes of the
 Trust shall have initially been established and designated without
 any specific establishment or designation of a Series (i.e.,
that all Shares of the Trust are initially Shares of one or more
 Classes) shall not limit the authority of the Board of Trustees
 to later establish and designate a Series and establish and
designate the Class or Classes of the Trust as Class or Classes,
 respectively, of such Series.

(ii)	The fact that a Series shall have initially been established
 and designated without any specific establishment or designation of
 Classes (i.e., that all Shares of such Series are initially of a
single Class) shall not limit the authority of the Board of Trustees
 to establish and designate separate Classes of said Series.  The
fact that a Series shall have more than one established and designated
 Class, shall not limit the authority of the Board of Trustees to
establish and designate additional Classes of said Series.

(b)	The Board of Trustees shall have the power to issue
 authorized, but unissued Shares of the Trust, or any Series
 and Class thereof, from time to time for such consideration
 paid wholly or partly in cash, securities or other property,
as may be determined from time to time by the Board of Trustees,
 subject to any requirements or limitations of the
1940 Act.  The Board of Trustees, on behalf of the Trust, may
 acquire and hold as treasury shares, reissue for such consideration
 and on such terms as it may determine, or cancel, at its discretion
 from time to time, any Shares reacquired by the Trust.  The Board
of Trustees may classify, reclassify or convert any unissued Shares
 or any Shares of the Trust or any Series or Class thereof, that
 were previously issued and are reacquired, into one or more Series
 or Classes that may be established and designated from time to
time and, in connection therewith, cause

some or all of the Shareholders of the Trust, such Series or Class
 to become Shareholders of such other Series or Class.
Notwithstanding the foregoing, the Trust and any Series thereof
 may acquire, hold, sell and otherwise deal in, for purposes of
 investment or otherwise, the Shares of any other Series of the
 Trust or Shares of the Trust, and such Shares shall not be deemed
 treasury shares or cancelled.

(c)	Subject to the provisions of Section 6 of this Article III,
 each Share shall entitle the holder to voting rights as provided
 in Article V hereof.  Shareholders shall have no preemptive or
 other right to subscribe for new or additional authorized, but
 unissued Shares or other securities issued by the Trust or any
 Series thereof.  The Board of Trustees may from time to time
divide or combine the Shares of the Trust or any particular Series
 thereof into a greater or lesser number of Shares of the Trust or
 that Series, respectively.  Such division or combination shall not
 materially change the proportionate beneficial interests of the
holders of Shares of the Trust or that Series, as the case may be,
 in the Trust Property at the time of such division or combination
 that is held with respect to the Trust or that Series, as the case
 may be.

(d)	Any Trustee, officer or other agent of the Trust, and any
 organization in which any such Person has an economic or other
interest, may acquire, own, hold and dispose of Shares in the Trust
 or any Series and Class thereof, whether such Shares are authorized
 but unissued, or already outstanding, to the same extent as if such
 Person were not a Trustee, officer or other agent of the Trust; and
 the Trust or any Series may issue and sell and may purchase such
Shares from any such Person or any such organization, subject to
 the limitations, restrictions or other provisions applicable to
 the sale or purchase of such Shares herein and the 1940 Act.

Section 2.	Ownership of Shares.  The ownership of Shares
shall be recorded on the books of the Trust kept by the Trust or
 by a transfer or similar agent for the Trust, which books shall
 be maintained separately for the Shares of the Trust and each
 Series and each Class thereof that has been established and
 designated.  No certificates certifying the ownership of Shares
 shall be issued except as the Board of Trustees may otherwise
determine from time to time.  The
Board of Trustees may make such rules not inconsistent with the
 provisions of the 1940 Act as it considers appropriate for the
issuance of Share certificates, the transfer of Shares of the
 Trust and each Series and Class thereof, if any, 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 who
are the Shareholders of the Trust and each Series and Class
thereof and as to the number of Shares of the Trust and each
 Series and Class thereof held from time to time by each such
 Shareholder.

Section 3.	Sale of Shares.  Subject to the 1940 Act and
applicable law, the Trust may sell its authorized but unissued
 Shares to such Persons, at such times, on such terms, and for
 such consideration as the Board of Trustees may from time to
 time authorize.  Each sale shall be credited to the individual
 purchaser's account in the form of full or fractional Shares
of the Trust or such Series thereof (and Class thereof, if any),
 as the purchaser may select, at the net asset value per Share,
 subject to Section 22 of the 1940 Act, and the rules and
regulations adopted thereunder; provided, however, that the
 Board of Trustees may, in its sole discretion, permit the
Principal Underwriter to impose a sales charge upon any such
sale.  Every Shareholder by virtue of having become a
Shareholder shall be bound by the terms of this Declaration
of Trust.

Ownership of Shares shall not make any Shareholder a
third-party beneficiary of any contract entered into by
 the Trust or any Series.

Section 4.	Status of Shares and Limitation of Personal
 Liability.  Shares shall be deemed to be personal property
giving to Shareholders only the rights provided in this
Declaration of Trust, the By-Laws, and under applicable law.
  Ownership of Shares shall not entitle the 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.  Subject to Article VIII, Section
 1 hereof, the death, incapacity, dissolution, termination, or
bankruptcy of a Shareholder during the existence of the Trust and
 any Series thereof shall not operate to dissolve the Trust or
any such Series, nor entitle the representative of any deceased,
 incapacitated, dissolved, terminated or bankrupt Shareholder to
 an accounting or to take any action in court or elsewhere against
 the Trust, the Trustees or any such Series, but entitles such
representative only to the rights of said deceased, incapacitated,
 dissolved, terminated or bankrupt Shareholder under this Declaration
 of Trust.  Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust, shall have any power to bind
personally any Shareholder, nor, except as specifically provided
 herein, to call upon any Shareholder for the payment of any sum
 of money other than such as the Shareholder may at any time
personally agree to pay.  Each Share, when issued on the terms
determined by the Board of Trustees, shall be fully paid and
 nonassessable.  As provided in the DSTA, Shareholders shall
be entitled to the same limitation of personal liability as
that extended to stockholders of a private corporation organized
for profit under the General Corporation Law of the State of Delaware.

Section 5.	Power of Board of Trustees to Make Tax Status Election.
  The Board of Trustees shall have the power, in its discretion, to
make such elections as to the tax status of the Trust and any Series
 as may be permitted or required under the Code, without the vote of
 any Shareholder.

Section 6.	Establishment and Designation of Series and Classes.
  The establishment and designation of any Series or Class shall be
 effective, without the requirement of Shareholder approval, upon
the adoption of a resolution by not less than a majority of the
 then Board of Trustees, which resolution shall set forth such
establishment and designation whether directly in such resolutions
 or by reference to, or approval of, another document that sets
 forth the designation or otherwise identifies such Series or
 Class, including any registration statement of the Trust and
any amendment of this Declaration of Trust, and may provide,
to the extent permitted by the DSTA, for rights, powers and duties
 of such Series or Class (including variations in the relative
rights and preferences as between the different Series and Classes)
 otherwise than as provided herein.  Any action that may be taken by
 the Board of Trustees with respect to any Series or Class, including
 any addition, modification, division, combination, classification,
reclassification, change of name or termination, may be made in the
same manner as the establishment of such Series or Class.

Each Series shall be separate and distinct from any other Series,
 separate and distinct records on the books of the Trust shall be
maintained for each Series, and the assets and
liabilities belonging to any such Series shall be held and accounted
 for separately from the assets and liabilities of the Trust or any
 other Series.  Each Class of the Trust shall be separate and distinct
 from any other Class of the Trust.  Each Class of a Series shall be
 separate and distinct

from any other Class of the Series.  As appropriate, in a manner
 determined by the Board of Trustees, the liabilities belonging to
 any such Class shall be held and accounted for separately from the
 liabilities of the Trust, the Series or any other Class and separate
 and distinct records on the books of the Trust for the Class shall
be maintained for this purpose.  Subject to Article II hereof, each
such Series shall operate as a separate and distinct investment medium,
 with separately defined investment objectives and policies.

Shares of each Series (and Class where applicable) established and
 designated pursuant to this Section 6, unless otherwise provided
 to the extent permitted by the DSTA, in the resolution establishing
 and designating such Series or Class, shall have the following
 rights, powers and duties:

(a)	Assets Held with Respect to a Particular Series.  All
consideration
received by the Trust for the issue or sale of Shares of a particular
 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 with respect to that Series, 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 Board of
Trustees, or an appropriate officer as determined by the Board of
 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 Board of Trustees, in its sole discretion, deems
 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 or under the direction of the Board of
 Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes.

(b)	Liabilities Held with Respect to a Particular Series or
Class.  The assets of the Trust held with respect to a particular
Series shall be charged with the liabilities, debts, obligations,
costs, charges, reserves and expenses of the Trust incurred,
 contracted for or otherwise existing with respect to such Series.
  Such liabilities, debts, obligations, costs, charges, reserves
and expenses incurred, contracted for or otherwise existing with
 respect to a particular Series are herein referred to as "liabilities
 held with respect to" that Series.  Any liabilities, debts,
obligations, costs, charges, reserves and expenses of the Trust
 which are not readily identifiable as being liabilities held with
respect to any particular Series (collectively "General Liabilities")
 shall be allocated by the Board of Trustees, or an appropriate officer
 as determined by the Board of Trustees, to and among any one or more
 of the Series in such manner and on such basis as the Board of Trustees
 in its sole discretion deems fair and equitable.  Each allocation of
 liabilities, debts, obligations, costs, charges, reserves and expenses
 by or under the direction of the Board of
Trustees shall be conclusive and binding upon the Shareholders of all
 Series for all purposes.  All
Persons who have extended credit that has been allocated to a particular
 Series, or who have a

claim or contract that has been allocated to any particular Series,
shall look exclusively to the assets of that particular Series for
 payment of such credit, claim, or contract.  In the absence of
an express contractual agreement so limiting the claims of such
creditors, claimants and contract providers, each creditor, claimant
 and contract provider shall be deemed nevertheless to have impliedly
 agreed to such limitation.

Subject to the right of the Board of Trustees in its discretion to
allocate General
Liabilities as provided herein, the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with
respect to a particular Series, whether such Series is now authorized
and existing pursuant to this Declaration of Trust or is hereafter
authorized and existing pursuant to this Declaration of Trust, shall
 be enforceable against the assets held with respect to that Series
only, and not against the assets of any other Series or the Trust
 generally and none of the debts, liabilities, obligations and expenses
 incurred, contracted for or otherwise existing with respect to the
Trust generally or any other Series thereof shall be enforceable
against the assets held with respect to such Series.  Notice of this
 limitation on liabilities between and among Series shall be set forth
 in the Certificate of Trust pursuant to the DSTA, and upon
the giving of such notice in the Certificate of Trust, the statutory
 provisions of Section 3804 of the DSTA relating to limitations on
 liabilities between and 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.

Liabilities, debts, obligations, costs, charges, reserves and expenses
 related to the distribution of, and other identified expenses that
 should or may properly be allocated to, the Shares of a particular
Class may be charged to and borne solely by such Class.  The bearing
 of expenses solely by a particular Class of Shares may be appropriately
 reflected (in a manner determined by the Board of Trustees) and may
affect the net asset value attributable to, and the dividend, redemption
 and liquidation rights of, such Class.  Each allocation of liabilities,
 debts, obligations, costs, charges, reserves and expenses by or under
 the direction of the Board of Trustees shall be conclusive and binding
 upon the Shareholders of all Classes for all purposes. All Persons who
 have extended credit that has been allocated to a particular Class, or
 who have a claim or contract that has been allocated to any particular
 Class, shall look, and may be required by contract to look, exclusively
 to that particular Class for payment of such credit, claim, or contract.

(c)	Dividends, Distributions and Redemptions.  Notwithstanding any
 other provisions of this Declaration of Trust, including, without
 limitation, Article VI hereof, no dividend or distribution including,
 without limitation, any distribution paid upon dissolution of the
 Trust or of any Series with respect to, nor any redemption of, the
 Shares of any Series or Class of such Series shall be effected by
 the Trust other than from the assets held with respect to such
 Series, nor, except as specifically provided in Section 7 of this
 Article III, shall any Shareholder of any particular Series otherwise
 have any right or claim against the assets held with respect to any
 other Series or the Trust generally except, in the case of a right
 or claim against the assets held with respect to any other Series,
 to the extent that such Shareholder has such a right or claim
 hereunder as a Shareholder of such other Series.  The Board of
Trustees shall have full discretion, to the extent not inconsistent
 with the 1940 Act, 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.

(d)	Voting.  All Shares of the Trust entitled to vote on a
matter shall vote in the aggregate without differentiation between
 the Shares of the separate Series, if any, or
separate Classes, if any; provided that (i) with respect to any
matter that affects only the interests of some but not all Series,
 then only the Shares of such affected Series, voting separately,
 shall
be entitled to vote on the matter, (ii) with respect to any matter
that affects only the interests of some but not all Classes, then
 only the Shares of such affected Classes, voting separately, shall
 be entitled to vote on the matter; and (iii) notwithstanding the
 foregoing, with respect to any matter as to which the 1940 Act
 or other applicable law or regulation requires voting, by Series
 or by Class, then the Shares of the Trust shall vote as prescribed
 in such law or regulation.

(e)	Equality.  Each Share of any particular Series shall be
equal to each other Share of such Series (subject to the rights
 and preferences with respect to separate Classes of such Series).

(f)	Fractions.  A fractional Share of the Trust or a Series
shall carry proportionately all the rights and obligations of a
 whole Share of the Trust or such Series, including rights with
respect to voting, receipt of dividends and distributions,
redemption of Shares and dissolution of the Trust or that Series.

(g)	Exchange Privilege.  The Board of Trustees shall have
the authority to provide that the holders of Shares of any Series
 shall have the right to exchange said Shares for Shares of one
or more other Series in accordance with such requirements and
 procedures as may be established by the Board of Trustees,
and in accordance with the 1940 Act.

(h)	Combination of Series or Classes.

(i)	The Board of Trustees shall have the authority, without
 the approval, vote or consent 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; provided that upon completion of such combination
 of Series, the interest of
each Shareholder, in the combined assets and liabilities held
 with respect to the combined Series shall equal the interest
of each such Shareholder in the aggregate of the assets and
liabilities held with respect to the Series that were combined.

(ii)	The Board of Trustees shall have the authority, without
 the approval, vote or consent of the Shareholders of any Series
 or Class, unless otherwise required by applicable law, to
combine, merge or otherwise consolidate the Shares of two or
 more Classes of Shares of a Series with and/or into a single
Class of Shares of such Series, with such designation,
preference, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications,
terms and conditions of redemption and other characteristics
 as the Trustees may determine; provided, however,

that the Trustees shall provide written notice to the affected
Shareholders of any such transaction.

(iii)	The transactions in (i) and (ii) above may be effected
 through
share-for-share exchanges, transfers or sales of assets,
Shareholder in-kind redemptions and purchases, exchange offers,
 or any other method approved by the Trustees.

(i)	Dissolution or Termination.  Any particular Series shall
 be dissolved and terminated upon the occurrence of the applicable
 dissolution events set forth in Article VIII, Section 1 hereof.
 Upon dissolution of a particular Series, the Trustees shall wind
up the affairs of such Series in accordance with Article VIII,
Section 1 hereof.  The Board of Trustees shall terminate any
particular Class: (i) upon approval by a majority of votes cast
 at a meeting of the Shareholders of such Class, provided a
 quorum of Shareholders of such Class are present, or by
action of the Shareholders of such Class by written consent
without a meeting pursuant to Article V, Section 3; or (ii)
at the discretion of the Board of Trustees either (A) at any
time there are no Shares outstanding of such Class, or (B)
upon prior written notice to the Shareholders of such Class;
 provided, however, that upon the termination of any particular
 Series, every Class of such Series shall thereby be terminated.

Section 7.	Indemnification of Shareholders.  No Shareholder
 as such shall be subject to any personal liability whatsoever
 to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust.  If any Shareholder or
former Shareholder shall be exposed to liability, charged with
 liability, or held personally liable, for any obligations or
 liability of the Trust, by reason of a claim or demand relating
 exclusively to his or her being or having been a Shareholder
 of the Trust or a Shareholder of a particular Series thereof,
 and not because of such Shareholder's actions or omissions,
such Shareholder or former Shareholder (or, in the case of a
natural person, his or her heirs, executors, administrators,
or other legal representatives or, in the case of a corporation
 or other entity, its corporate or other general successor)
shall be entitled to be held harmless from and indemnified
 out of the assets of the Trust or out of the assets of such
 Series thereof, as the case may be, against all loss and
expense, including without limitation, attorneys' fees,
arising from such claim or demand; provided, however, such
 indemnity shall not cover (i) any taxes due or paid by
reason of such Shareholder's ownership of any Shares and
(ii) expenses charged to a Shareholder pursuant to Article
 IV, Section 5 hereof.

ARTICLE IV

THE BOARD OF TRUSTEES

Section 1.	Number, Election, Term, Removal and Resignation.

(a)	The Board of Trustees shall be comprised of the Trustees
entering into this Declaration of Trust on the date first written
 above, who shall hold office in accordance with paragraph (c) of
 this Section 1 and as otherwise provided herein.  In accordance
with Section
3801 of the DSTA, each Trustee shall become a Trustee and be bound
by this Declaration of Trust and the By-Laws when such Person signs
 this Declaration of Trust as a trustee and/or is duly elected or
 appointed, qualified and serving on the Board of Trustees in
 accordance with the

provisions hereof and the By-Laws, so long as such signatory or
other Person continues in office in accordance with the terms hereof.

(b)	The number of Trustees constituting the entire Board of
Trustees may be fixed from time to time by the vote of a majority
 of the then Board of Trustees; provided, however, that the number
 of Trustees shall in no event be less than one (1) nor more than
fifteen (15).  The number of Trustees shall not be reduced so as
to shorten the term of any Trustee then in office.

(c)	Each Trustee shall hold office for the lifetime of the
 Trust or until such Trustee's earlier death, resignation, removal,
 retirement or inability otherwise to serve, or, if sooner than any
 of such events, until the next meeting of Shareholders called for
the purpose of electing Trustees or consent of Shareholders in lieu
thereof for the election of Trustees, and until the election and
 qualification of his or her successor.  Shareholders shall not be
 entitled to elect Trustees except as required by the 1940 Act.
 To the extent required by the 1940 Act, the Shareholders shall elect
 the Trustees on such dates as the Trustees may fix from time to time.
 The Shareholders may elect Trustees at any meeting of Shareholders
called for that purpose pursuant to the By-Laws.  In the event that
 after the proxy material approved by the Trustees has been printed
for a meeting of Shareholders at which Trustees are to be elected
any one or more nominees approved by the Trustees named in such
 proxy material dies or become incapacitated or is otherwise unable
 or unwilling to serve, the authorized number of Trustees shall be
automatically reduced by the number of such nominees, unless the
 Board of Trustees prior to the meeting shall otherwise determine.
  A meeting of Shareholders for the purpose of electing or removing
one or more Trustees shall be called as provided in the By-Laws.

(d)	Any Trustee may be removed, with or without cause, by the
 Board of Trustees, by action of a majority of the Trustees then
 in office, or by vote of the Shareholders at any meeting called
 for that purpose.

(e)       Any Trustee may resign at any time by giving written
notice to the secretary of the Trust or to a meeting of the Board
 of Trustees.  Such resignation shall be effective upon receipt,
 unless specified to be effective at some later time.

(f)	The declination to serve, death, resignation, retirement,
 removal, incapacity, or inability of the Trustees, or any one of
 them, shall not operate to dissolve or terminate the Trust or to
 revoke any existing agency created pursuant to the terms of this
 Declaration of Trust.

Section 2.	Trustee Action by Written Consent Without a Meeting.
  To the extent not inconsistent with the provisions of the 1940 Act,
 any action that may be taken at any meeting of the Board of Trustees
 or any committee thereof may be taken without a meeting and without
 prior written notice if a consent or consents in writing setting
forth the action so taken is signed by the Trustees having not less
 than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all Trustees
 on the Board of Trustees or any committee thereof, as the case
may be, were present and voted.  Written consents of the Trustees
 may be executed in one or more counterparts.  A consent transmitted
 by electronic transmission (as defined in Section 3806 of the DSTA)
 by a Trustee shall be deemed to be written and signed

for purposes of this Section.  All such consents shall be filed
 with the secretary of the Trust and shall be maintained in the
 Trust's records.

Section 3.	Powers; Other Business Interests; Quorum and
Required Vote.

(a)	Powers.  Subject to the provisions of this Declaration
of Trust, the business of the Trust (including every Series thereof)
 shall be managed by or under the direction of the Board of Trustees,
 and such Board of Trustees shall have all powers necessary or
convenient to carry out that responsibility.  The Board of Trustees
 shall have full power and authority to do any and all acts and to
 make and execute any and all contracts and instruments that it may
 consider necessary or appropriate in connection with the operation
 and administration of the Trust (including every Series thereof).
  The Board of Trustees shall not be bound or
limited by present or future laws or customs with regard to
 investments by trustees or fiduciaries, but, subject to the
other provisions of this Declaration of Trust and the By-Laws,
 shall have full authority and absolute power and control over
the assets and the business of the Trust (including every Series
 thereof) to the same extent as if the Board of Trustees was the
 sole owner of such assets and business in its own right, including
 such authority, power and control to do all acts
and things as it, in its sole discretion, shall deem proper to
accomplish the purposes of this Trust. Without limiting the foregoing,
 the Board of Trustees may, subject to the requisite vote for such
actions as set forth in this Declaration of Trust and the By-Laws:
 (1) adopt By-Laws not inconsistent with applicable law or this
Declaration of Trust; (2) amend, restate and repeal such By-Laws,
subject to and in accordance with the provisions of such By-Laws;
(3) fill vacancies on the Board of Trustees in accordance with this
 Declaration of Trust and the By-Laws; (4) elect
and remove such officers and appoint and terminate such agents as
it considers appropriate, in accordance with this Declaration of
 Trust and the By-Laws; (5) establish and terminate one or more
committees of the Board of Trustees pursuant to the By-Laws; (6)
 place Trust Property in custody as required by the 1940 Act,
employ one or more custodians of the Trust Property and authorize
such custodians to employ sub-custodians and to place all or any
 part of such Trust Property with a custodian or a custodial
system meeting the requirements of the 1940 Act; (7) retain a
transfer agent, dividend disbursing agent, a shareholder
servicing agent or administrative services agent, or any number
 thereof or any other service provider as deemed appropriate;
(8) provide for the issuance and distribution of Shares in the
 Trust or other securities or financial instruments directly or
 through one or more Principal Underwriters or otherwise; (9)
retain one
or more Investment Adviser(s); (10) re-acquire and redeem Shares
 on behalf of the Trust and transfer Shares pursuant to applicable
 law; (11) set record dates for the determination of Shareholders
 with respect to various matters, in the manner provided in Article
V, Section 4 of this Declaration of Trust; (12) declare and pay
dividends and distributions to Shareholders from the Trust Property,
 in accordance with this Declaration of Trust and the By-Laws; (13)
 establish, designate and redesignate from time to time, in accordance
 with the provisions of Article III, Section 6 hereof, any Series or
Class of the Trust or of a Series; (14) hire personnel as staff for
 the Board of Trustees or, for those Trustees who are not Interested
Persons of the Trust, the Investment Adviser, or the Principal
Underwriter,
 set the compensation to be paid by the Trust to such personnel,
exercise
 exclusive supervision of such personnel, and remove one or more
 of such
 personnel, at the discretion of the Board of Trustees; (15) retain
 special
 counsel, other experts and/or consultants for the Board of Trustees,
 for
 those Trustees who are not Interested Persons of the Trust, the
Investment Adviser, or the Principal Underwriter, and/or for one or
more of the committees of the Board of Trustees, set the compensation
 to be paid by the Trust to

such special counsel, other experts and/or consultants, and remove
one or more of such special counsel, other experts and/or consultants,
 at the discretion of the Board of Trustees; (16) engage in and
prosecute, defend, compromise, abandon, or adjust, by arbitration,
or otherwise, any actions, suits, proceedings, disputes, claims,
and demands relating to the Trust, and out of the assets of the
Trust to pay or to satisfy any debts, claims or expenses incurred
in connection therewith, including those of litigation, and such
 power shall include, without limitation, the power of the Trustees,
 or any appropriate committee thereof, in the exercise of their or
its good faith business judgment, to dismiss any action, suit,
proceeding, dispute, claim or demand, derivative or otherwise,
 brought by any person, including a shareholder in its own name
or in the name of the Trust, whether or not the Trust 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;
and (17) in general delegate such authority as it considers desirable
 to any Trustee or officer of the Trust, to any committee of the Trust,
 to any agent or employee of the Trust or to any custodian, transfer,
 dividend disbursing, shareholder servicing agent, Principal
Underwriter, Investment Adviser, or other service provider.

The powers of the Board of Trustees set forth in this Section
 3(a) are without prejudice to any other powers of the Board
 of Trustees set forth in this Declaration of Trust and the
By-Laws. Any determination as to what is in the best interests
 of the Trust or any Series or Class thereof and its Shareholders
 made by the Board of 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 Board of Trustees.

The Trustees shall be subject to the same fiduciary duties to
 which the directors of a Delaware corporation would be subject
if the Trust were a Delaware corporation, the Shareholders were
 shareholders of such Delaware corporation and the Trustees were
 directors of such Delaware corporation, and such modified duties
 shall replace any fiduciary duties to which the Trustees would
otherwise be subject.  Without limiting the generality of the
foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business
judgment rule," as defined and developed under Delaware law, to the
 same
extent that the same actions or omissions of directors of a Delaware
 corporation in a substantially similar circumstance would be
 evaluated under such doctrine.  Notwithstanding the foregoing,
the provisions of this Declaration of Trust and the By-Laws, to
the extent that they restrict or eliminate the duties (including
fiduciary duties) and liabilities relating thereto of a Trustee
otherwise applicable under the foregoing standard or otherwise
 existing at law or in equity, are agreed by each Shareholder
 and the Trust to replace such other duties and liabilities of
such Trustee.

(b)	Other Business Interests.  The Trustees shall devote to
 the affairs of the Trust (including every Series thereof) such
 time as may be necessary for the proper performance of their
duties hereunder, but neither the Trustees nor the officers,
directors, shareholders, partners or employees of the Trustees,
 if any, shall be expected to devote their full time to the
 performance of such duties.  The Trustees, or any Affiliate,
shareholder, officer, director, partner or employee thereof,
 or any Person owning a legal or beneficial interest therein,
may engage in, or possess an interest in, any business or
venture other than the Trust or any Series thereof, of
any nature and description, independently or with or for the
 account of others.  None of the

Trust, any Series thereof or any Shareholder shall have the
right to participate or share in such other business or venture
 or any profit or compensation derived therefrom.

(c)	Quorum and Required Vote.  At all meetings of the Board
 of Trustees, a majority of the Board of Trustees then in office
 shall be present in person in order to constitute a quorum for
 the transaction of business.  A meeting at which a quorum is
 initially present may continue to transact business notwithstanding
 the departure of Trustees from the meeting, if any action taken
is approved by at least a majority of the required quorum for that
 meeting.  Subject to Article III, Sections 1 and 6 of the By-Laws
and except as otherwise provided herein or required by applicable
 law, the vote of not less than a majority of the Trustees present
 at a meeting at which a quorum is present shall be the act of the
 Board of Trustees.

Section 4.	Payment of Expenses by the Trust.  Subject to the
provisions of Article III, Section 6 hereof, the Trustees or an
authorized officer of the Trust shall pay or cause to be paid out
 of the principal or income of the Trust or any particular Series
or Class thereof, or partly out of the principal and partly out of
the income of the Trust or any particular Series or Class thereof,
 and charge or allocate the same to, between or among such one or
 more of the Series or Classes that may be established or designated
 pursuant to Article III, Section 6 hereof, as the Trustees or such
 officer deems fair, all expenses, fees, charges, taxes and liabilities
 incurred by or arising in connection with the maintenance or
operation of the Trust or a particular Series or Class thereof,
or in connection with the management thereof, including, but not
 limited to, the Trustees' compensation and such expenses, fees,
 charges, taxes and liabilities associated with the services of
 the Trust's officers, employees, Investment Adviser(s), Principal
 Underwriter, auditors, counsel, custodian, sub-custodian, transfer
 agent, dividend disbursing agent, shareholder
servicing agent, and such other agents or independent contractors
and such other expenses, fees, charges, taxes and liabilities as the
 Board of Trustees may deem necessary or proper to incur.

Section 5.	Payment of Expenses by Shareholders.  The Board of
 Trustees shall have the power, as frequently as it may determine,
 to cause any Shareholder to pay directly, in advance or arrears,
an amount fixed from time to time by the Board of Trustees or an
officer of the Trust for charges of the Trust's custodian or transfer,
 dividend disbursing, shareholder servicing or similar agent-which
are not customarily charged generally to the Trust, a Series or a
Class, where such services are provided to such Shareholder
individually, rather than to all Shareholders collectively, by
 setting off such amount due from such Shareholder from the amount
 of (i) declared but unpaid dividends or distributions owed such
 Shareholder, or (ii) proceeds from the redemption by the Trust
 of Shares from such Shareholder pursuant to Article VI hereof.

Section 6.	Ownership of Trust Property.  Legal title to all
 of the Trust Property shall
at all times be vested in the Trust, except that the Board of
 Trustees shall have the power to cause legal title to any Trust
 Property to be held by or in the name of any Person as nominee,
on such terms as the Board of Trustees may determine, in accordance
 with applicable law.  No creditor of any Trustee shall have any
right to obtain possession, or otherwise exercise legal or equitable
 remedies with respect to, any Trust Property with respect to any
claim against, or obligation of, such Trustee in its individual capacity
 and not related to the Trust or any Series or Class of the Trust.
  No Shareholder shall be deemed to have a severable ownership in
 any individual asset of the Trust, or belonging to any Series, or
 allocable to any Class thereof, or any right of partition or

possession thereof, but each Shareholder shall have, except as
 otherwise provided for herein, a proportionate undivided beneficial
 interest in the Trust or in assets belonging to the Series (or
allocable to the Class) in which the Shareholder holds Shares.
The Shares shall be personal property giving only the rights
specifically set forth in this Declaration of Trust or the DSTA.

Section 7.	Service Contracts.

(a)	Subject to this Declaration of Trust, the By-Laws and the
 1940 Act, the Board of Trustees may, at any time and from time to
 time, contract for exclusive or nonexclusive investment advisory
 or investment management services for the Trust or for any Series
 thereof with any corporation, trust, association or other organization,
 including any Affiliate; and any such contract may contain such other
 terms as the Board of Trustees may determine, including without
 limitation, delegation of authority to the Investment Adviser to
 determine from time to time without prior consultation with the
 Board of Trustees what securities and other instruments or property
 shall be purchased or otherwise acquired, owned, held, invested or
 reinvested in,
sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated,
 or otherwise dealt with or disposed of, and what portion, if any, of
 the Trust Property shall be held uninvested and to make changes in
 the Trust's or a particular Series' investments, or to engage in
 such other activities, including administrative services, as may
 specifically be delegated to such party.

(b)	The Board of Trustees may also, at any time and from time
 to time, contract with any Person, including any Affiliate, appointing
 it or them as the exclusive or nonexclusive placement agent, distributor
 or Principal Underwriter for the Shares of the Trust or one or more of
 the Series or Classes thereof, or for other securities or financial
 instruments to be issued by the Trust, or appointing it or them to
 act as the administrator, fund accountant or accounting agent,
custodian, transfer agent, dividend disbursing agent and/or shareholder
 servicing agent for the Trust or one or more of the Series or Classes
thereof.

(c)	The Board of Trustees is further empowered, at any time and
from time to time, to contract with any Persons, including any
Affiliates, to provide such other services to the Trust or one or
more of its Series, as the Board of Trustees determines to be in
the best interests of the Trust, such Series and its Shareholders.

(d)	None of the following facts or circumstances shall affect
the validity of any of the contracts provided for in this Article
 IV, Section 7, or disqualify any Shareholder, Trustee, employee or
 officer of the Trust from voting upon or executing the same, or
 create any liability or accountability to the Trust, any Series
 thereof or the Shareholders, provided that the establishment of
and performance of each such contract is permissible under the
1940 Act, and provided further that such Person is authorized to
 vote upon such contract under the 1940 Act:

(i)	the fact that any of the Shareholders, Trustees, employees
 or officers of the Trust is a shareholder, director, officer,
 partner, trustee, employee, manager, Adviser, placement agent,
 Principal Underwriter, distributor, or Affiliate or agent of or
 for any Person, or for any parent or Affiliate of any Person,
with which any type of service contract provided for in this
 Article IV, Section 7 may have been or may hereafter be made,
 or that any such Person, or any

parent or Affiliate thereof, is a Shareholder or has an interest
 in the
Trust, or

(ii)	the fact that any Person with which any type of service
contract provided for in this Article IV, Section 7 may have been
or may hereafter be made also has such a service contract with one
 or more other Persons, or has other business or interests.

(e)	Every contract referred to in this Section 7 is required to
comply with this Declaration of Trust, the By-Laws, the 1940 Act,
 other applicable law and any stipulation by resolution of the Board
of Trustees.

ARTICLE V

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1.	Voting Powers.  Subject to the provisions of Article
 III, Section 6 hereof, the Shareholders shall have the power to vote
only (i) on such matters required by this Declaration of Trust, the
By-Laws, the 1940 Act, other applicable law and any registration
statement of the Trust filed with the Commission, the registration
of which is effective; and (ii) on such other matters as the Board
 of Trustees may consider necessary or desirable.  Subject to
Article III hereof, the Shareholder of record (as of the record
 date established pursuant to Section
4 of this Article V) of each Share shall be entitled to one vote
for each full Share, and a fractional vote for each fractional Share.
  Shareholders shall not be entitled to cumulative voting in the
election of Trustees or on any other matter.

Section 2.	Quorum and Required Vote.

(a)	Forty percent (40%) of the outstanding Shares entitled to
vote at a Shareholders' meeting, which are present in person or
 represented by proxy, shall constitute a quorum at the Shareholders'
 meeting, except when a larger quorum is required by this Declaration
of Trust, the By-Laws, applicable law or the requirements of any
securities exchange on which Shares are listed for trading, in
 which case such quorum shall comply with such requirements.
When a separate vote by one or more Series or Classes is required,
 forty percent (40%) of the outstanding Shares of each such Series
 or Class entitled to vote at a Shareholders' meeting of such
Series or Class, which are present in person or represented by
 proxy, shall constitute a quorum at the Shareholders' meeting
of such Series or Class, except when a larger quorum is required
 by this Declaration of Trust, the By-Laws, applicable law or the
requirements of any securities exchange on which Shares of such
Series or Class are listed for trading, in
which case such quorum shall comply with such requirements.

(b)	Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any meeting, a majority of the votes
cast shall decide any questions and a plurality
shall elect a Trustee, except when a larger vote is required by
any provision of this Declaration of Trust or the By-Laws or by
 applicable law.  Pursuant to Article III, Section 6(d) hereof,
where a separate vote by Series and, if applicable, by Class is
required, the preceding sentence shall apply to such separate votes
 by Series and Classes.

(c)	Abstentions and broker non-votes will be treated as votes
 present at a Shareholders' meeting; abstentions and broker non-votes
 will not be treated as votes cast at such meeting.  Abstentions
 and broker non-votes, therefore (i) will be included for purposes
of determining whether a quorum is present; and (ii) will have no
 effect on proposals that require a plurality for approval, or on
proposals requiring an affirmative vote of a majority of votes cast
 for approval.

Section 3.	Shareholder Action by Written Consent Without a
Meeting.  Any action which may be taken at any meeting of Shareholders
 may be taken without a meeting if a consent or consents in writing
setting forth the action so taken is or are signed by the holders of
 a majority of the Shares entitled to vote on such action (or such
different proportion thereof as shall be required by law, the
Declaration of Trust or the By-Laws for approval of such action)
and is or are received by the secretary of the Trust either: (i)
by the date set by resolution of the
Board of Trustees for the shareholder vote on such action; or (ii)
 if no date is set by resolution of the Board, within 30 days after
 the record date for such action as determined by reference to Article
 V, Section 4(b) hereof.  The written consent for any such action may
 be executed in one or more counterparts, each of which shall be deemed
 an original, and all of which when taken together shall constitute one
and the same instrument.  A consent transmitted by electronic
 transmission
 (as defined in the DSTA) by a Shareholder or by a Person or Persons
 authorized to act for a Shareholder shall be deemed to be written and
signed for purposes of this Section.  All such consents shall be filed
 with the secretary of the Trust and shall be maintained in the Trust's
 records.  Any Shareholder that has given a written consent or the
Shareholder's proxyholder or a personal representative of the
Shareholder or its respective proxyholder may revoke the consent
 by a writing received by the secretary of the Trust either: (i)
before the date set by resolution of the Board of Trustees for the
 shareholder vote on such action; or (ii) if no date is set by
resolution of the Board, within 30 days after the record date for such
action as determined by reference to Article V, Section 4(b) hereof.

Section 4.	Record Dates.

(a)	For purposes of determining the Shareholders entitled to notice
 of, and to vote at, any meeting of Shareholders, the Board of Trustees
 may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the
 Board of Trustees, and which record date shall not be more than one
 hundred and twenty (120) days nor less than ten (10) days before the
date of any such meeting.  A determination of Shareholders of record
 entitled to notice of or to vote at a meeting of Shareholders shall
 apply to any adjournment of the meeting; provided, however, that
the Board of Trustees may fix a new record date for the adjourned
meeting and shall fix a new record date for any meeting that is
 adjourned for more than one hundred and eighty (180) days from
the record date set for the original meeting.  For purposes of
 determining the Shareholders entitled to vote on any action
 without a meeting, the Board of Trustees may fix a record date,
 which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
 Trustees, and which record date shall not be more than thirty
 (30) days after the date upon which the resolution fixing the
record date is adopted by the Board of Trustees.

(b)	If the Board of Trustees does not so fix a record date:

(i)	the record date for determining Shareholders entitled to
 notice of, and to vote at, a meeting of Shareholders shall be
at the close of business on the day next preceding the day on
 which notice is given or, if notice is waived, at the close of
 business on the day next preceding the day on which the meeting
 is held.

(ii)	the record date for determining Shareholders entitled
 to vote on any action by consent in writing without a meeting
of Shareholders, (1) when no prior action by the Board of Trustees
 has been taken, shall be the day on which the first signed
written consent setting forth the action taken is delivered to
 the Trust, or
(2) when prior action of the Board of Trustees has been taken,
shall be at the close of business on the day on which the Board
 of Trustees adopts the resolution taking such prior action.

(c)	For the purpose of determining the Shareholders of the
Trust or any Series or Class thereof who are entitled to receive
payment of any dividend or of any other distribution of assets of
 the Trust or any Series or Class thereof (other than in connection
 with a dissolution
of the Trust or a Series, a merger, consolidation, conversion,
reorganization, or any other transactions, in each case that is
 governed by Article VIII of the Declaration of Trust), the Board
 of Trustees may:

(i)	from time to time fix a record date, which record date
shall not precede the date upon which the resolution fixing the
 record date is adopted, and which record date shall not be more
 than sixty (60) days before the date for the payment of such
dividend and/or such other distribution;

(ii)       adopt standing resolutions fixing record dates and
 related payment dates at periodic intervals of any duration
for the payment of such dividend and/or such other distribution;
 and/or

(iii)	delegate to an appropriate officer or officers of the
 Trust the determination of such periodic record and/or payments
 dates with respect to such dividend and/or such other distribution.

Nothing in this Section shall be construed as precluding the Board
 of Trustees from setting different record dates for different
 Series or Classes.

Section 5.	Additional Provisions.  The By-Laws may include
 further provisions for
Shareholders' votes, meetings and related matters.

ARTICLE VI

NET ASSET VALUE; DISTRIBUTIONS; REDEMPTIONS; TRANSFERS

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

(a)	Subject to Article III, Section 6 hereof, the Board of
 Trustees shall have the power to determine from time to time
the offering price for authorized, but unissued, Shares of the
 Trust or any Series or Class thereof, respectively, that shall
 yield to the Trust or such Series or Class not less than the
 net asset value thereof, in addition to any amount of applicable
 sales charge to be paid to the Principal Underwriter or the selling
 broker or dealer in connection with the sale of such Shares, at
 which price the Shares of the Trust or such Series or Class,
 respectively, shall be offered for sale, subject to any other
requirements or limitations of the
1940 Act.

(b)	Subject to Article III, Section 6 hereof, the Board of
 Trustees may, subject to the 1940 Act, prescribe (or delegate
 to any officer of the Trust or any other Person the right to
prescribe) such bases and time (including any methodology or
plan) for determining the net asset value per Share of the Trust
 or any Series or Class thereof, or net income attributable to
 the Shares of the Trust or any Series or Class thereof or the
 declaration and payment of dividends
and distributions on the Shares of the Trust or any Series or
 Class thereof, and the method of determining the Shareholders
 to whom dividends and distributions are payable, as it may
deem necessary or desirable, and such dividends and distributions
 may vary between the Classes to reflect differing allocations of
 the expenses of the Trust between such Classes to such extent and
 for such purposes as the Trustees may deem appropriate.  Without
 limiting the generality of the foregoing, but subject to applicable
 federal law, including the 1940 Act, any dividend or distribution
 may be paid in cash and/or securities or other property, and the
 composition of any such distribution shall be determined by the
Trustees (or by any officer of the Trust or any other Person to whom
 such authority has been delegated by the Trustees) and may be
different among Shareholders including differences among Shareholders
 of the same Series or Class.

(c)	The Shareholders of the Trust or any Series or Class, if any,
 shall be entitled to receive dividends and distributions, when, if
 and as declared by the Board of Trustees with respect thereto,
 provided that with respect to Classes, such dividends and distributions
 shall comply with the 1940 Act.  The right of Shareholders to receive
 dividends or other distributions on Shares of any Class may be set
 forth in a plan adopted by the Board of Trustees and amended from
 time to time pursuant to the 1940 Act.  No Share shall have any
priority or preference over any other Share of the Trust with respect
 to dividends or distributions paid in the ordinary course of
 business or distributions upon dissolution of the Trust made
 pursuant to Article VIII, Section 1 hereof; provided however,
 that

(i)	if the Shares of the Trust are divided into Series thereof,
 no Share of a particular Series shall have any priority or preference
 over any other Share of the same Series with respect to dividends or
 distributions paid in the ordinary course of business or

distributions upon dissolution of the Trust or of such Series made
pursuant to Article VIII, Section 1 hereof;

(ii)	if the Shares of the Trust are divided into Classes thereof,
 no Share of a particular Class shall have any priority or preference
 over any other Share of the same Class with respect to dividends or
 distributions paid in the ordinary course of business or
distributions upon dissolution of the Trust made pursuant to Article
VIII, Section 1 hereof; and

(iii)	if the Shares of a Series are divided into Classes thereof,
 no Share of a particular Class of such Series shall have any priority
 or preference over any other Share of the same Class of such Series
 with respect to dividends or distributions paid in the ordinary course
 of business or distributions upon dissolution of such Series made
 pursuant to Article VIII, Section 1 hereof.

All dividends and distributions shall be made ratably among all
Shareholders of the Trust, a particular Class of the Trust, a
particular Series, or a particular Class of a Series from the Trust
 Property held with respect to the Trust, such Series or such Class,
 respectively, according to the number of Shares of the Trust, such
 Series or such Class held of record by such Shareholders on the record
 date for any dividend or distribution; provided however, that

(iv)	if the Shares of the Trust are divided into Series thereof,
 all dividends and distributions from the Trust Property and, if
applicable, held with respect to such Series, shall be distributed
 to each Series thereof according to the net asset value computed
 for such Series and within such particular Series, shall be
distributed ratably to the Shareholders of such Series according
 to the number of Shares of such Series held of record by such
Shareholders on the record date for any dividend or distribution;
 and

(v)	if the Shares of the Trust or of a Series are divided into
 Classes thereof, all dividends and distributions from the Trust
 Property and, if applicable, held with respect to the Trust or
 such Series, shall be distributed to each Class thereof according
to the net asset value computed for such Class and within such
particular Class, shall be distributed ratably to the Shareholders
 of such Class according to the number of Shares of such Class
 held of record by such Shareholders on the record date for any
dividend or distribution.

Dividends and distributions may be paid in cash, in kind or in
 Shares.

(d)       Before payment of any dividend there may be set aside
out of any funds of the Trust, or the applicable Series thereof,
available for dividends such sum or sums as the Board of Trustees
 may from time to time, in its absolute discretion, think proper
 as a reserve fund to

meet contingencies, or for equalizing dividends, or for repairing
 or maintaining any property of the Trust, or any Series thereof,
 or for such other lawful purpose as the Board of Trustees shall
 deem to be in the best interests of the Trust, or the applicable
Series, as the case may be, and the Board of Trustees may abolish
any such reserve in the manner in which the reserve was created.

Section 2.	Redemptions at the Option of a Shareholder.
Unless otherwise provided in the prospectus of the Trust relating
 to the Shares, as such prospectus may be amended from time to time:

(a)	The Trust shall purchase such Shares as are offered by any
 Shareholder for redemption upon the presentation of a proper
instrument of transfer together with a request directed to the
Trust or a Person designated by the Trust that the Trust purchase
such Shares and/or in accordance with such other procedures for
redemption as the Board of Trustees may from time to time authorize.
  If certificates have been issued to a Shareholder, any request for
redemption by such Shareholder must be accompanied by surrender of
 any outstanding
certificate or certificates for such Shares in form for transfer,
 together with such proof of the authenticity of signatures as may
 reasonably be required on such Shares and accompanied by proper
stock transfer stamps, if applicable.

(b)	The Trust shall pay for such Shares the net asset value
thereof as determined by the Trustees (or by such Person to whom
such determination has been delegated) (excluding any applicable
redemption fee or sales load), in accordance with this Declaration
 of Trust, the By-Laws, the 1940 Act and other applicable law.
Payments for Shares so redeemed by the Trust shall be made in cash,
 except payment for such Shares may, at the option of the Board
of Trustees, or such officer or officers as it may duly authorize
in its complete discretion, be made in kind or partially in cash
and partially in kind.  In case of any payment in kind, the Board
 of Trustees, or its authorized officers, shall have absolute
discretion as to what security or securities of the Trust or the
 applicable Series shall be distributed in kind and the amount of
 the same; and the securities shall be valued for purposes of
distribution at the value at which they were appraised in computing
 the then current net asset value of the Shares, provided that any
 Shareholder who cannot legally acquire securities so distributed in
 kind shall receive cash to the extent permitted by the 1940 Act.
 Shareholders shall bear the expenses of in-kind transactions,
 including, but not limited to, transfer agency fees, custodian
fees and costs of disposition of such securities.

(c)	Payment by the Trust for such redemption of Shares shall
be made by the Trust to the Shareholder within seven days after
the date on which the redemption request is received in proper
 form and/or such other procedures authorized by the Board of
 Trustees are complied with; provided, however, that if payment
shall be made other than exclusively in cash, any securities to
be delivered as part of such payment shall be delivered as promptly
as any necessary transfers of such securities on the books of the
 several corporations or other Person whose securities are to be
 delivered practicably can be made, which may not necessarily
occur within such seven-day period.  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.

(d)	The obligations of the Trust set forth in this Section
2 are subject to the provision that such obligations may be
suspended or postponed by the Board of Trustees (1) during any
time the New York Stock Exchange (the "Exchange") is closed for
 other than weekends or holidays; (2) if permitted by the rules
 of the Commission, during periods when trading on the Exchange
is restricted; or (3) during any National Financial Emergency.
 The Board of Trustees may, in its discretion, declare that the
 suspension relating to a National Financial Emergency shall
 terminate, as the case may be, on the first business day on
 which the Exchange shall have reopened or the period specified
 above shall have expired (as to which, in the absence of an official
 ruling by the Commission, the determination of the Board of Trustees
 shall be conclusive).  In the case of a suspension of the right of
 redemption as provided herein, a Shareholder may either withdraw the
 request for redemption or receive payment based on the net asset
 value per Share next determined after the termination of such
 suspension, less any fees imposed on such redemption.

(e)	The right of any Shareholder of the Trust or any Series
 or Class thereof to receive dividends or other distributions on
 Shares redeemed and all other rights of such Shareholder with
respect to the Shares so redeemed, except the right of such Shareholder
 to receive payment for such Shares, shall cease at the time the
purchase price of such Shares shall have been fixed, as provided above.

Section 3.	Redemptions at the Option of the Trust.  At the
 option of the Board of
Trustees the Trust may, from time to time, without the vote of the
Shareholders, but subject to
the 1940 Act, redeem Shares or authorize the closing of any Shareholder
 account, subject to such conditions and for such reasons as may be
 established from time to time by the Board of
Trustees, including, without limitation, (i) the determination of the
 Trustees that direct or indirect ownership of Shares of the Trust or
any Series has or may become concentrated in such Shareholder to an
 extent that would disqualify any Series as a regulated investment
 company under the Code (or any successor statute thereto), (ii) the
 failure of a Shareholder to supply a tax identification number if
 required to do so, or to have the minimum investment required (which
 may vary by Series or Class), (iii) if the Share activity of the
 account or ownership of Shares by a particular Shareholder is deemed
 by the Trustees either to affect adversely the management of
the Trust or any Series or Class or not to be in the best interests of
 the remaining Shareholders of the Trust or any Series or Class or (iv)
 the failure of a Shareholder to pay when due for the purchase of Shares
 issued to him.  Any such redemption shall be effected at the redemption
 price and in the manner provided in this Article VI.

Section 4.	Transfer of Shares.  Shares shall be transferable in
accordance with the provisions of the By-Laws.

ARTICLE VII

LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT

Section 1.	Limitation of Liability.

(a)	For the purpose of this Article, "Agent" means any Person who
is or was a Trustee, officer, employee or other agent of the Trust or
is or was serving at the request of the Trust as a trustee, director,
officer, employee or other agent of another foreign or domestic corporation,
 partnership, joint venture, trust or other enterprise; "Proceeding"
means any threatened, pending or completed action or proceeding, whether
 civil, criminal, administrative or investigative; and "Expenses" include
 without limitation attorneys' fees and any expenses of establishing a
 right to indemnification under this Article.

(b)	An Agent shall be liable to the Trust and to any Shareholder
for any act or omission that constitutes a bad faith violation of the
implied contractual covenant of good faith and fair dealing, for such
 Agent's own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
Agent (such conduct referred to herein as "Disqualifying Conduct"),
 and for nothing else.

(c)	Subject to subsection (b) of this Section 1 and to the
 fullest extent that limitations on the liability of Agents are
permitted by the DSTA, the Agents shall not be responsible or
 liable in any event for any act or omission of any other Agent
of the Trust or any Investment Adviser or Principal Underwriter
of the Trust.

(d)	No Agent, when acting in its respective capacity as such,
 shall be personally liable to any Person, other than the Trust or
 a Shareholder to the extent provided in subsections (b) and (c)
 of this Section 1, for any act, omission or obligation of the
Trust or any Trustee thereof.

(e)	Each Trustee, officer and employee of the Trust 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 books of account
or other records of the Trust, upon an opinion of counsel, or upon
reports made to the Trust by any of its officers or employees or by
 the Investment Adviser, the Principal Underwriter, any other Agent,
 selected dealers, accountants, appraisers or other experts or
 consultants, regardless of whether such counsel or expert may also
 be a Trustee, as to matters the Trustee, officer or employee of the
 Trust reasonably believes are within such Person's professional or
expert competence.  The officers and Trustees may obtain the advice
of counsel or other experts with respect to the meaning and operation
 of this Declaration of Trust, the By-Laws, applicable law and their
 respective duties as officers or Trustees.  No such officer or Trustee
 shall be liable for any act or omission in accordance with such advice,
 records and/or reports and no inference concerning liability shall
 arise from a failure to follow such advice, records and/or reports.
  The officers and Trustees shall not be required to give any bond
 hereunder, nor any surety if a bond is required by applicable law.

(f)	The failure to make timely collection of dividends or
 interest, or to take timely action with respect to entitlements,
on the Trust's securities issued in emerging countries, shall not
 be deemed to be negligence or other fault on the part of any Agent,
 and no Agent shall have any liability for such failure or for any
 loss or damage resulting from the imposition by any government of
 exchange control restrictions which might affect the liquidity of
 the Trust's assets or from any war or political act of any foreign
 government to which such assets might be exposed, except, in the
 case of a Trustee or officer, for liability resulting from such
Trustee's or officer's Disqualifying Conduct.

(g)	The limitation on liability contained in this Article
applies to events occurring at the time a Person serves as an
Agent whether or not such Person is an Agent at the time of any
 Proceeding in which liability is asserted.

(h)	No amendment or repeal of this Article shall adversely
affect any right or protection of an Agent that exists at the
time of such amendment or repeal.

Section 2.	Indemnification.

(a)	Indemnification by Trust.  The Trust shall indemnify,
out of Trust Property, to the fullest extent permitted under
applicable law, any Person who was or is a party, potential
party or non-party witness or is threatened to be made a party,
 potential party or non- party witness to any Proceeding by
reason of the fact that such Person is or was an Agent of the
 Trust, against Expenses, judgments, fines, settlements and other
 amounts actually and reasonably incurred in connection with such
 Proceeding if such Person acted in good faith or in the case of
a criminal proceeding, had no reasonable cause to believe the
 conduct of such Person was
unlawful.  The termination of any Proceeding by judgment, order,
 settlement, conviction or plea of nolo contendere or its equivalent
 shall not of itself create a presumption that the Person did not
act in good faith or that the Person had reasonable cause to believe
 that the Person's conduct was unlawful.

(b)	Exclusion of Indemnification.  Notwithstanding any provision
to the contrary contained herein, there shall be no right to
indemnification for any liability arising by reason of the Agent's
 Disqualifying Conduct.  In respect of any claim, issue or matter as
 to which that Person shall have been adjudged to be liable in the
 performance of that Person's duty
to the Trust or the Shareholders, indemnification shall be made only
 to the extent that the court in which that action was brought shall
 determine, upon application or otherwise, that in view of all the
 circumstances of the case, that Person was not liable by reason
of that Person's Disqualifying Conduct.

(c)	Required Approval.  Any indemnification under this Article
 shall be made by the Trust if authorized in the specific case on
 a determination that indemnification of the Agent is proper in
 the circumstances by (i) a final decision on the merits by a
 court or other body before whom the proceeding was brought that
the Agent was not liable by reason of Disqualifying Conduct
 (including, but not limited to, dismissal of either a court
 action or an administrative proceeding against the Agent for
insufficiency of evidence of any Disqualifying Conduct) or, (ii)
 in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the Agent was not liable
by reason of Disqualifying Conduct, by (1) the

vote of a majority of a quorum of the Trustees who are not (x)
"interested persons" of the Trust as defined in Section 2(a)(19)
 of the 1940 Act, (y) parties to the proceeding, or (z) parties
 who have any economic or other interest in connection with such
 specific case (the "disinterested, non-party Trustees"); or (2)
 by independent legal counsel in a written opinion.

(d)	Advancement of Expenses.  Expenses incurred by an Agent in
defending any Proceeding may be advanced by the Trust before the
 final disposition of the Proceeding on receipt of an undertaking
by or on behalf of the Agent to repay the amount of the advance if
it shall be determined ultimately that the Agent is not entitled to
be indemnified as authorized in this Article; provided, that at
 least one of the following conditions for the advancement of expenses
 is met: (i) the Agent shall provide a security for his undertaking,
 (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the
disinterested, non-party Trustees of the Trust, or an independent
 legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial- type
 inquiry), that there is reason to believe that the Agent ultimately
will be found entitled to indemnification.

(e)	Other Contractual Rights.  Nothing contained in this Article
shall affect
any right to indemnification to which Persons other than Trustees and
 officers of the Trust or any subsidiary thereof may be entitled by
 contract or otherwise.

(f)	Fiduciaries of Employee Benefit Plan.  This Article does
 not apply to any Proceeding against any trustee, investment manager
 or other fiduciary of an employee benefit plan in that Person's
capacity as such, even though that Person may also be an Agent of
the Trust as defined in Section 1 of this Article.  Nothing contained
 in this Article shall limit any right to indemnification to which
 such a trustee, investment manager, or other fiduciary may be
entitled by contract or otherwise which shall be enforceable to
the extent permitted by applicable law other than this Article.

(g)	Joint and Several Obligations. Notwithstanding any other
 provision in this Declaration of Trust to the contrary, any amount
 of indemnification and any advancement of expenses that any Agent
 is entitled to be paid under Section 2 shall be deemed to be joint
and several obligations of the Trust and each Series, and the assets
 of the Trust and each Series shall be subject to the claims of any
 Agent therefor under this Article VII; provided that any such
liability, expense or obligation may be allocated and charged by
 the Board of Trustees between
or among the Trust and/or any one or more Series (and Classes) in
 such manner as the Board of
Trustees in its sole discretion deem fair and equitable.

Section 3.	Insurance.  To the fullest extent permitted by
 applicable law, the Board of Trustees shall have the authority
to purchase with Trust Property, insurance for liability and for
all Expenses reasonably incurred or paid or expected to be paid
by an Agent in connection with any Proceeding in which such Agent
 becomes involved by virtue of such Agent's actions, or omissions
to act, in its capacity or former capacity with the Trust, whether
 or not the Trust would have the power to indemnify such Agent
against such liability.

Section 4.	Derivative Actions.  In addition to the requirements
 set forth in Section
3816 of the DSTA, a Shareholder or Shareholders may bring a derivative
 action on behalf of the
Trust only if the following conditions are met:

(a)	The Shareholder or Shareholders must make a pre-suit demand
 upon the Board of Trustees to bring the subject action unless an
 effort to cause the Board of Trustees to bring such an action is
not likely to succeed.  For purposes of this Section 4, a demand on
 the Board of Trustees shall only be deemed not likely to succeed
and therefore excused if a majority of the Board of Trustees, or a
 majority of any committee established to consider the merits of
such action, is composed of Trustees who are not "independent
 trustees" (as such term is defined in the DSTA).

(b)	Unless a demand is not required under paragraph (a) of
this Section 4, Shareholders eligible to bring such derivative
action under the DSTA who hold at least 10% of the outstanding
Shares of the Trust, or 10% of the outstanding Shares of the
Series or Class to which such action relates, shall join in the
 request for the Board of Trustees to commence such action; and

(c)	Unless a demand is not required under paragraph (a) of
 this Section 4, the Board of Trustees must be afforded a
 reasonable amount of time to consider such Shareholder request
 and to investigate the basis of such claim.  The Board of
Trustees shall be entitled to retain counsel or other advisors
 in considering the merits of the request and shall require an
 undertaking by the Shareholders making such request to reimburse
 the Trust for the expense of any such advisors in the event that
 the Board of Trustees determine not to bring such action.

For purposes of this Section 4, the Board of Trustees may designate
 a committee of one Trustee to consider a Shareholder demand if
 necessary to create a committee with a majority of Trustees who
 are "independent trustees" (as such term is defined in the DSTA).

In addition to all suits, claims or other actions (collectively,
 "claims") that under applicable law must be brought as derivative
claims, each Shareholder of the Trust or any Series or Class thereof
 agrees that any claim that affects all Shareholders of a Series or
 Class equally, that is, proportionately based on their number of
 Shares in such Series or Class, must be brought as a derivative
 claim subject to this Section 4 irrespective of whether such
 claim involves a violation of the Shareholders' rights under
this Declaration of Trust or any other alleged violation of
 contractual or individual rights that might otherwise give
rise to a direct claim.

Section 5.	Jurisdiction and Waiver of Jury Trial.  In
accordance with Section 3804(e) of the DSTA 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, or in connection with, this Declaration of Trust or the
Trust, any Series or Class or any Shares, including any claim
of any nature against the Trust, any Series or Class, the
Trustees or officers of the Trust, shall be brought exclusively
 in the Court of Chancery of the State of Delaware to the extent
 there is subject matter jurisdiction in such court for the claims
 asserted or, if not, then in the Superior Court of the State of
 Delaware, and all Shareholders and other such Persons hereby
irrevocably consent to the jurisdiction of such courts (and the
 appropriate appellate courts therefrom) in any such suit, action
 or proceeding and irrevocably

waive, to the fullest extent permitted by law, any objection they
 may make now or hereafter have to the laying of the venue of any
such suit, action or proceeding in such court or that any such suit,
 action or proceeding brought in any such court has been brought in
an inconvenient forum and further, in connection with any such suit,
 action, or proceeding brought in the Superior Court in the State of
 Delaware, all Shareholders and all other such Persons irrevocably
 waive the right to a trial by jury to the fullest extent permitted
 by law. All Shareholders and other such Persons agree that service
 of summons, complaint or other process in connection with any
 proceedings may be made by registered or certified mail or by
 overnight courier addressed to such Person at the address shown
 on the books and records of the Trust for such Person or at the
address of the Person shown on the books and records of the Trust
 with respect to the Shares that such Person claims an interest in.
  Service of process in any such suit, action or proceeding against
 the Trust or any Trustee or officer of the Trust may be made at the
 address of the Trust's registered agent
in the State of Delaware.  Any service so made shall be effective as
 if personally made in the
State of Delaware.

ARTICLE VIII CERTAIN TRANSACTIONS
Section 1.	Dissolution of Trust or Series.  The Trust and each
Series shall have
perpetual existence, except that the Trust (or a particular Series)
 shall be dissolved:

(a)	With respect to the Trust, (i) upon the vote of the holders
of not less than a majority of the Shares of the Trust cast, or (ii)
 at the discretion of the Board of Trustees either
(A) at any time there are no Shares outstanding of the Trust, or (B)
upon prior written notice to the Shareholders of the Trust; or

(b)	With respect to a particular Series, (i) upon the vote of the
 holders of not less than a majority of the Shares of such Series cast,
 or (ii) at the discretion of the Board of Trustees either (A) at any
 time there are no Shares outstanding of such Series, or (B) upon
prior written notice to the Shareholders of such Series; or

(c)	With respect to the Trust (or a particular Series), upon
 the occurrence of a dissolution or termination event pursuant to
any other provision of this Declaration of Trust (including Article
 VIII, Section 2) or the DSTA; or




the Trust.

(d)	With respect to any Series, upon any event that causes the
dissolution of


Upon dissolution of the Trust (or a particular Series, as the case
may be), the Board of Trustees shall (in accordance with Section 3808
of the DSTA) pay or make reasonable provision to pay all claims and
 obligations of the Trust and/or each Series (or the particular Series,
 as the case may be), including, without limitation, all contingent,
 conditional or unmatured claims and obligations known to the Trust,
 and all claims and obligations which are known to the Trust, but for
 which the identity of the claimant is unknown.  If there are sufficient
 assets held with respect to the Trust and/or each Series of the Trust
 (or the particular Series, as the case may be), such claims and
obligations shall be paid in full and any such provisions for payment
 shall be made in

full.  If there are insufficient assets held with respect to the Trust
 and/or each Series of the Trust (or the particular Series, as the case
 may be), such claims and obligations shall be paid or provided for
according to their priority and, among claims and obligations of equal
 priority, ratably to the extent of assets available therefor.  Any
remaining assets (including, without limitation, cash, securities or
any combination thereof) held with respect to the Trust and/or each
Series of the Trust (or the particular Series, as the case may be)
 shall be distributed to the Shareholders of the Trust and/or each
Series of the Trust (or the particular Series, as the case
may be) ratably according to the number of Shares of the Trust and/or
 such Series thereof (or the particular Series, as the case may be)
 held of record by the several Shareholders on the date for such
 dissolution distribution; provided, however, that if the Shares of
 the Trust or a Series are divided into Classes thereof, any remaining
 assets (including, without limitation, cash, securities or any
 combination thereof) held with respect to the Trust or such Series,
as applicable, shall be distributed to each Class of the Trust or such
Series according to the net asset value computed for such Class and
 within
 such particular Class, shall be distributed ratably to the Shareholders
 of such Class according to the number of Shares of such Class held of
 record by the several Shareholders on the date for such dissolution
 distribution.  Upon the winding up of the Trust in accordance with
 Section 3808 of the DSTA and its termination, any one (1) Trustee
 shall
execute, and cause to be filed, a certificate of cancellation, with
 the office of the Secretary of
State of the State of Delaware in accordance with the provisions of
Section 3810 of the DSTA.
In connection with the dissolution and liquidation of the Trust or
 the termination of any Series or any Class, the Trustees may provide
 for the establishment and utilization of a liquidating trust or
similar vehicle.

Section 2.	Merger or Consolidation; Conversion; Reorganization.

(a)	Merger or Consolidation.  Pursuant to an agreement of merger
or consolidation, the Board of Trustees, by vote of a majority of the
 Trustees, may cause the Trust to merge or consolidate with or into
one or more statutory trusts or "other business entities" (as defined
 in Section 3801 of the DSTA) formed or organized or existing under
 the laws of the State of Delaware or any other state of the United
 States or any foreign country or other foreign jurisdiction.  Any
 such merger or consolidation shall not require the vote of the
Shareholders unless such vote is required by the 1940 Act; provided
 however, that the Board of Trustees shall provide at least thirty
(30) days' prior written notice to the Shareholders of such merger
or consolidation.  By reference to Section 3815(f) of the DSTA, any
 agreement of merger or consolidation approved in accordance with
this Section 2(a) may, without a Shareholder vote unless required
 by the 1940 Act or the requirements of any securities exchange
on which Shares
are listed for trading, effect any amendment to this Declaration
 of Trust or the By-Laws or effect the adoption of a new governing
 instrument if the Trust is the surviving or resulting statutory
trust in the merger or consolidation, which amendment or new governing
 instrument shall be
effective at the effective time or date of the merger or consolidation.
  In all respects not governed by the DSTA, the 1940 Act, other applicable
 law or the requirements of any securities exchange on which Shares are
 listed for trading, the Board of Trustees shall have the power to
 prescribe additional procedures necessary or appropriate to accomplish
 a 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 into beneficial interests in such separate statutory trust or
 trusts.  In connection with any merger or consolidation, if the Trust
 is the surviving or resulting statutory

trust, any one (1) Trustee shall execute, and cause to be filed, a
 certificate of merger or consolidation in accordance with Section
3815 of the DSTA.

(b)	Conversion.  The Board of Trustees, by vote of a majority of
 the Trustees, may cause (i) the Trust to convert to an "other business
 entity" (as defined in Section 3801 of the DSTA) formed or organized
under the laws of the State of Delaware as permitted pursuant to
 Section 3821 of the DSTA; (ii) the Shares of the Trust or any Series
or Class to be converted into beneficial interests in another statutory
 trust (or series or class thereof) created pursuant to this Section 2
 of this Article VIII, or (iii) the Shares to be exchanged under or
 pursuant to any state or federal statute to the extent permitted by
law.  Any such statutory conversion, Share conversion
or Share exchange shall not require the vote of the Shareholders
unless such vote is required by the 1940 Act; provided however,
that the Board of Trustees shall provide at least thirty (30) days'
 prior written notice to the Shareholders of the Trust of any
conversion of Shares of the
Trust pursuant to Subsections (b)(i) or (b)(ii) of this Section 2
or exchange of Shares of the Trust pursuant to Subsection (b)(iii)
of this Section 2, and at least thirty (30) days' prior written
notice to the Shareholders of a particular Series or Class of any
conversion of Shares of such Series or Class pursuant to Subsection
 (b)(ii) of this Section 2 or exchange of Shares of such Series or
 Class pursuant to Subsection (b)(iii) of this Section 2.  In all
respects not governed by the DSTA, the 1940 Act, other applicable
law or the requirements of any securities exchange on which Shares
 are listed for trading, the Board of Trustees shall have the power
 to prescribe additional procedures necessary or appropriate to
accomplish a statutory conversion, Share conversion or Share exchange,
 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 or
 Class thereof into beneficial interests in such separate statutory
 trust or trusts (or series or class thereof).

(c)	Reorganization.  The Board of Trustees, by vote of a majority
of the Trustees, may cause the Trust to sell, convey and transfer all
or substantially all of the assets of the Trust ("sale of Trust assets")
 or all or substantially all of the assets associated with any one or
 more Series ("sale of such Series' assets") or any one or more Classes
 ("sale of such Class's assets"), to another trust, statutory trust,
partnership, limited partnership, limited liability company, corporation
 or other association organized under the laws of any state, or to one
 or more separate series or class thereof, or to the Trust to be held
as assets associated with one or more other Series or Classes of the
Trust, in exchange for cash, shares or other securities (including,
 without limitation, in the case of a transfer to another Series or
 Class of the Trust, Shares of such other Series or Class) with such
 sale, conveyance and transfer either (a) being made subject to, or
 with the assumption by the transferee of, the liabilities associated
 with the Trust or the liabilities associated with the Series or Class
 the assets of which are so transferred,
as applicable, or (b) not being made subject to, or not with the
assumption of, such liabilities.
Any such sale, conveyance and transfer shall not require the vote
 of the Shareholders unless such vote is required by the 1940 Act;
provided however, that the Board of Trustees shall provide at least
thirty (30) days' prior written notice to the Shareholders of the
 Trust of any such sale of Trust assets, at least thirty (30) days'
 prior written notice to the Shareholders of a particular
Series of any sale of such Series' assets, and at least thirty (30)
 days' prior written notice to the Shareholders of a particular Class
 of any sale of such Class's assets.  Following such sale of Trust
assets, the Board of Trustees shall distribute such cash, shares or
other securities ratably among the Shareholders of the Trust (giving
 due effect to the assets and liabilities associated

with and any other differences among the various Series the assets
 associated with which have been so sold, conveyed and transferred,
 and due effect to the differences among the various Classes within
 each such Series).  Following a sale of such Series' assets, the
Board of Trustees shall distribute such cash, shares or other
securities ratably among the Shareholders of such Series (giving
 due effect to the differences among the various Classes within
 each such Series).
Following a sale of such Class's assets, the Board of Trustees
shall distribute such cash, shares or other securities ratably
among the Shareholders of such Class.  If all of the assets of
 the Trust have been so sold, conveyed and transferred, the Trust
 shall be dissolved; and if all of the assets of a Series or Class
 have been so sold, conveyed and transferred, such Series and the
 Classes thereof, or such Class, shall be dissolved.  In all respects
 not governed by the DSTA, the 1940
Act or other applicable law, the Board of Trustees shall have the power
 to prescribe additional procedures necessary or appropriate to
accomplish such sale, conveyance and transfer, 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 into
beneficial interests in such separate statutory trust or trusts.

Section 3.	Master Feeder Structure.  If permitted by the 1940
 Act, the Board of Trustees, by vote of a majority of the Trustees,
 and without a Shareholder vote, may cause the Trust or any one or
 more Series to convert to a master feeder structure (a structure
in which a feeder fund invests all of its assets in a master fund,
 rather than making investments in securities directly) and thereby
 cause existing Series of the Trust to either become feeders in a
 master fund, or to become master funds in which other funds are feeders.

Section 4.	Absence of Appraisal or Dissenters' Rights.
 No Shareholder shall be entitled, as a matter of right, to
relief as a dissenting Shareholder in respect of any proposal
 or action involving the Trust or any Series or any Class thereof.

ARTICLE IX AMENDMENTS
Section 1.	Amendments Generally.  This Declaration of Trust
 may be restated and/or
amended at any time by an instrument in writing signed by not
less than a majority of the Board of Trustees and, to the extent
required by the 1940 Act or the requirements of any securities
 exchange on which Shares are listed for trading, by approval
of such amendment by the Shareholders in accordance with Article
 III, Section 6 hereof and Article V hereof.  Any such restatement
 and/or amendment hereto shall be effective immediately upon
execution and approval or upon such future date and time as may
 be stated therein.  The Certificate of Trust shall be restated
 and/or amended at any time by the Board of Trustees, without
 Shareholder approval, to correct any inaccuracy contained therein.
  Any such restatement and/or amendment of the Certificate of Trust
 shall be executed by at least one (1) Trustee and shall be effective
 immediately upon its filing with the office of the Secretary of
 State of the State of Delaware or upon such future date as may be
 stated therein.

ARTICLE X MISCELLANEOUS
Section 1.	References; Headings; Counterparts.  In this
Declaration of Trust and in
any restatement hereof and/or amendment hereto, references to
 this instrument, and all expressions of similar effect to
"herein," "hereof" and "hereunder," shall be deemed to refer
 to this instrument as so restated and/or amended.  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.  Any references herein to specific sections of the
 DSTA, the Code or the 1940 Act shall refer to such sections as
 amended from time to time or any successor sections thereof.
  This instrument may be executed in any number of counterparts,
 each of which shall be deemed an original.

Section 2.	Applicable Law.  This 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 applicable provisions of the 1940 Act and the Code;
 provided, that, all matters relating to or
in connection with the conduct of Shareholders' and Trustees'
 meetings (excluding, however, the Shareholders' right to vote),
 including, without limitation, matters relating to or in connection
 with record dates, notices to Shareholders or Trustees, nominations
and elections of Trustees, voting by, and the validity of, Shareholder
 proxies, quorum requirements, meeting adjournments, meeting
postponements
and inspectors, which are not specifically addressed in this
Declaration
of Trust, in the By-Laws or in the DSTA (other than DSTA Section
 3809), or as to which an ambiguity exists, shall be governed by
the Delaware General Corporation Law, and judicial interpretations
 thereunder, as if the Trust were a Delaware corporation, the
Shareholders were shareholders of such Delaware corporation and
 the Trustees were directors of such Delaware corporation; provided,
 further, however, that there shall not be applicable to the Trust,
 the Trustees, the Shareholders or any other Person or to this
 Declaration of Trust or the By-Laws (a) the provisions of Sections
3533, 3540 and 3583(a) 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 DSTA) pertaining to trusts which 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 trust assets, or (vii) the establishment of fiduciary or
 other standards or responsibilities or limitations on the
 indemnification, acts or powers of trustees or other Persons,
which are inconsistent with the limitations of liabilities or
authorities and powers of the Trustees or officers of the Trust
 set forth or referenced in this Declaration of Trust or the
 By-Laws.  The Trust shall be a Delaware statutory trust pursuant
 to the DSTA, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by
such a statutory trust.

Section 3.	Provisions in Conflict with Law or Regulations.

(a)	The provisions of this Declaration of Trust are severable,
 and if the Board of Trustees shall determine, with the advice of
 counsel, that any of such provisions is in conflict with the 1940
 Act, the Code, the DSTA, or with other applicable laws and
 regulations, the conflicting provision shall be deemed not to have
 constituted a part of this Declaration of Trust from the time when
 such provisions became inconsistent with such laws or regulations;
 provided, however, that such determination shall not affect any of
 the remaining provisions of this Declaration of Trust or render
 invalid or improper any action taken or omitted prior to such
determination.

(b)	If any provision of this 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 this Declaration
 of Trust in any jurisdiction.

Section 4.	Statutory Trust Only.  It is the intention of the
 Trustees to create hereby a statutory trust pursuant to the DSTA,
and thereby to create the relationship of trustee and beneficial
 owners within the meaning of the DSTA between, respectively, the
 Trustees and each Shareholder.  It is not the intention of the
Trustees to create a general or limited partnership, limited liability
 company, joint stock association, corporation, bailment, or any form
 of legal relationship other than a statutory trust pursuant to the
 DSTA.  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 5.	Use of the Names "Franklin," "Templeton," "Fiduciary
 Trust," and/or "Institutional Fiduciary Trust".  The Board of
Trustees expressly agrees and acknowledges that the names "Franklin,
" "Templeton," "Fiduciary Trust," and "Institutional Fiduciary Trust"
 are the sole property of Franklin Resources, Inc. ("FRI").  FRI has
 granted to the Trust a non- exclusive license to use such names as
 part of the name of the Trust now and in the future.  The Board of
 Trustees further expressly agrees and acknowledges that the
 non-exclusive license granted herein may be terminated by FRI
if the Trust ceases to use FRI or one of its Affiliates as
 Investment Adviser or to use other Affiliates or successors
of FRI for such purposes.  In such event, the non-exclusive
 license may be revoked by FRI and the Trust shall cease using
the names "Franklin," "Templeton," "Fiduciary Trust," "Institutional
Fiduciary Trust" or any name misleadingly implying a continuing
relationship between the Trust and FRI or any of its Affiliates,
as part of its name unless otherwise consented to by FRI or any
 successor to its interests in such names.

The Board of Trustees further understands and agrees that so
long as FRI and/or any future advisory Affiliate of FRI shall
continue to serve as the Trust's Investment Adviser, other
 registered open- or closed-end investment companies ("funds")
as may be sponsored or advised by FRI or its Affiliates shall
have the right permanently to adopt and to use the names
"Franklin", "Templeton," "Fiduciary Trust" and/or "Institutional
 Fiduciary Trust" in their names and in the names of any series
 or Class of shares of such funds.



IN WITNESS WHEREOF, the Trustees of Templeton Institutional Funds
 named below do hereby make and enter into this Declaration of
Trust as of the date first written above.


/s/ Harris J. Ashton
Harris J. Ashton, Trustee
/s/ Mary C. Choksi
Mary C. Choksi, Trustee
/s/ Gregory E. Johnson
Gregory E. Johnson, Trustee
/s/ J. Michael Luttig
J. Michael Luttig, Trustee	/s/ Ann Torre Bates
Ann Torre Bates, Trustee
/s/ Edith E. Holiday
Edith E. Holiday, Trustee
/s/ Rupert H. Johnson
Rupert H. Johnson, Jr., Trustee
/s/ David W. Niemiec
David W. Niemiec, Trustee

/s/ Larry D. Thompson
Larry D. Thompson, Trustee
/s/ Robert E. Wade
Robert E. Wade, Trustee
/s/ Constantine D. Tseretopoulos
Constantine D. Tseretopoulos, Trustee