EXHIBIT 4



           APPENDIX A - FORM OF PLAN OF REORGANIZATION AND TERMINATION

     THIS PLAN OF REORGANIZATION AND TERMINATION ("PLAN") is adopted by
Nicholas-Applegate Institutional Funds, a Delaware statutory trust ("TRUST"), on
behalf of Nicholas-Applegate Emerging Countries Fund ("TARGET") and
Nicholas-Applegate Emerging Markets Opportunities Fund ("ACQUIRING FUND"),
each a segregated portfolio of assets ("series") thereof (each, a "FUND").
All covenants and obligations of a Fund contained herein shall be deemed to
be covenants and obligations of Trust acting on its behalf, and all rights
and benefits created hereunder in favor of a Fund shall inure to, and shall
be enforceable by, Trust acting on its behalf.

     Trust wishes to effect a reorganization described in section 368(a)(1)(D)
of the Internal Revenue Code of 1986, as amended ("CODE"), and intends this Plan
to be, and adopts it as, a "plan of reorganization" within the meaning of the
regulations under section 368(a) of the Code ("REGULATIONS"). The reorganization
will consist of (1) the transfer of Target's assets to Acquiring Fund in
exchange solely for voting shares of beneficial interest in Acquiring Fund
and Acquiring Fund's assumption of Target's liabilities, (2) the distribution
of those shares PRO RATA to the holders of shares of beneficial interest in
Target in exchange for those Target shares and in complete liquidation of
Target, and (3) Target's termination, all on the terms and conditions set
forth herein (such transactions being referred to herein collectively as the
"REORGANIZATION").

     Trust is a statutory trust that is duly organized, validly existing, and in
good standing under the laws of the State of Delaware. Trust is duly registered
as an open-end management investment company under the Investment Company Act of
1940, as amended ("1940 ACT"). Before January 1, 1997, Trust "claimed"
classification for federal tax purposes as an association taxable as a
corporation, and it has never elected otherwise. Each Fund is a duly established
and designated series of Trust.

     Trust's Amended and Restated Declaration of Trust dated February 19, 1999
("DECLARATION OF TRUST"), permits Trust to vary its shareholders' investment
therein. Trust does not have a fixed pool of assets -- each series thereof
(including each Fund) is a managed portfolio of securities, and
Nicholas-Applegate Capital Management LLC, the Funds' investment adviser
("ADVISER"), has the authority to buy and sell securities for it.

     Trust's Board of Trustees ("BOARD") (1) has duly adopted and approved this
Plan and the transactions contemplated hereby and (2) has determined that
participation in the Reorganization is in the best interests of each Fund and
that the interests of the existing shareholders of each Fund will not be diluted
as a result of the Reorganization.

     Target has two classes of outstanding shares, designated Class I and Class
II ("Class I Target Shares" and "Class II Target Shares", respectively, and
collectively "Target Shares"). Acquiring Fund's shares are divided into multiple
classes, including

                                     A - 1



Class I and Class II Shares ("Class I Acquiring Fund Shares" and "Class II
Acquiring Fund Share", respectively, and collectively, "Acquiring Fund
Shares").

1.   PLAN OF REORGANIZATION AND TERMINATION

       1.1. Subject to the requisite approval of Target's shareholders and the
terms and conditions set forth herein, Target shall assign, sell, convey,
transfer, and deliver all of its assets described in paragraph 1.2 ("ASSETS") to
Acquiring Fund. In exchange therefor, Acquiring Fund shall --

              (a) issue and deliver to Target the number of full and fractional
       (rounded to the third decimal place) (1) Class I Acquiring Fund Shares
       determined by dividing the net value of Target (computed as set forth
       in paragraph 2.1) ("Target Value") attributable to the Class I Target
       Shares by the net asset value ("NAV") of a Class I Acquiring Fund
       Share (computed as set forth in paragraph 2.2), and (2) Class II
       Acquiring Fund Shares determined by dividing the Target Value
       attributable to the Class II Target Shares by the NAV of a Class II
       Acquiring Fund Share (or as computed, and
              (b) assume all of Target's liabilities described in paragraph 1.3
              ("LIABILITIES").
Such transactions shall take place at the Closing (as defined in paragraph 3.1).

       1.2. The Assets shall consist of all cash, cash equivalents, securities,
receivables (including interest and dividends receivable), claims and rights of
action, rights to register shares under applicable securities laws, books and
records, deferred and prepaid expenses shown as assets on Target's books, and
other property Target owns at the Valuation Time (as defined in paragraph 2.1).

       1.3. The Liabilities shall consist of all of Target's liabilities, debts,
obligations, and duties of whatever kind or nature, whether absolute, accrued,
contingent, or otherwise, whether or not arising in the ordinary course of
business, whether or not determinable at the Effective Time, and whether or not
specifically referred to in this Plan. Notwithstanding the foregoing, Target
agrees to use its best efforts to discharge all its known Liabilities before the
Effective Time (as defined in paragraph 3.1).

       1.4. At or immediately before the Effective Time, Target shall declare
and pay to its shareholders one or more dividends and/or other distributions in
an amount large enough so that it will have distributed substantially all (and
in any event not less than 98%) of its (a) "investment company taxable income"
(within the meaning of section 852(b)(2) of the Code), computed without regard
to any deduction for dividends paid, and (b) "net capital gain" (as defined in
section 1222(11) of the Code), after reduction by any capital loss carryforward,
for the current taxable year through the Effective Time.

       1.5. At the Effective Time (or as soon thereafter as is reasonably
practicable), Target shall distribute the Acquiring Fund Shares it receives
pursuant to paragraph 1.1 to its shareholders of record, determined as of the
Effective Time (each, a "SHAREHOLDER"), in exchange for their Target Shares.
That distribution shall be accomplished by Trust's transfer agent's opening
accounts on Acquiring Fund's share transfer books in the Shareholders' names and
transferring those Acquiring Fund Shares thereto. Each Shareholder's account
shall be credited with the respective PRO RATA number of full and fractional
(rounded to the third decimal place) Acquiring Fund Shares due that Shareholder,
by class (I.E, the account for each Shareholder that holds Class I Target
Shares shall be credited with the respective PRO RATA number of full and
fractional Class I Acquiring Fund Shares due that Shareholder, and the
account for each Shareholder that holds Class II Target Shares shall be
credited with the respective PRO RATA number of full and fractional Class II
Acquiring Fund Shares due that Shareholder)

                                     A - 2



All issued and outstanding Target Shares, including any represented by
certificates, shall simultaneously be canceled on Target's share transfer books.
Acquiring Fund shall not issue certificates representing the Acquiring Fund
Shares issued in connection with the Reorganization.

       1.6. As soon as reasonably practicable after distribution of the
Acquiring Fund Shares pursuant to paragraph 1.5, but in all events within six
months after the Effective Time, Target shall be terminated as a series of Trust
and any further actions shall be taken in connection therewith as required by
applicable law.

       1.7. Any reporting responsibility of Target to a public authority,
including the responsibility for filing regulatory reports, tax returns, and
other documents with the Securities and Exchange Commission ("SEC"), any state
securities commission, any federal, state, and local tax authorities, and any
other relevant regulatory authority, is and shall remain its responsibility up
to and including the date on which it is terminated.

       1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a
name other than that of the registered holder on Target's share transfer books
of the Target Shares actually or constructively exchanged therefor shall be paid
by the person to whom those Acquiring Fund Shares are to be issued, as a
condition of that transfer.

2.   VALUATION

       2.1. For purposes of paragraph 1.1(a), Target's net value shall be (a)
the value of the Assets computed as of the close of regular trading on the New
York Stock Exchange ("NYSE") on the date of the Closing ("VALUATION TIME"),
using the valuation procedures set forth in Trust's then-current prospectus
and statement of additional information (collectively, "P/SAI"), less (b) the
amount of the Liabilities as of the Valuation Time.

       2.2. For purposes of paragraph 1.1(a), the NAV per share of such class
of Acquiring Fund Shares shall be computed as of the Valuation Time, using
the valuation procedures set forth in the P/SAI.

       2.3. All computations pursuant to paragraphs 2.1 and 2.2 shall be made by
or under the direction of Brown Brothers Harriman & Co., Private Bankers
("CUSTODIAN").

3.   CLOSING AND EFFECTIVE TIME

       3.1. The Reorganization, together with related acts necessary to
consummate the same ("CLOSING"), shall occur at Trust's principal office on or
about March 24,, 2005, or at such other place and/or on such other date Trust
determines. All acts taking place at Closing shall be deemed to take place
simultaneously as of the close of business on the date thereof or at such other
time Trust determines ("EFFECTIVE TIME"). If, immediately before the Valuation
Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b)
trading or the reporting of trading on the NYSE or elsewhere is disrupted, so
that accurate appraisal of Target's net value and/or the NAV of an Acquiring
Fund Share is impracticable, the Effective Time shall be postponed until the
first business day after the day when that trading has been fully resumed and
that reporting has been restored.

                                     A - 3



       3.2. Trust's fund accounting and pricing agent shall deliver at the
Closing a certificate of an authorized officer verifying that the information
(including adjusted basis and holding period, by lot) concerning the Assets,
including all portfolio securities, transferred by Target to Acquiring Fund, as
reflected on Acquiring Fund's books immediately after the Closing, does or will
conform to that information on Target's books immediately before the Closing.
Custodian shall deliver at the Closing a certificate of an authorized officer
stating that (a) the Assets it holds will be transferred to Acquiring Fund at
the Effective Time and (b) all necessary taxes in conjunction with the delivery
of the Assets, including all applicable federal and state stock transfer stamps,
if any, have been paid or provision for payment has been made. Trust's transfer
agent shall deliver at the Closing a certificate as to the opening of accounts
in the Shareholders' names on Acquiring Fund's share transfer books and a
confirmation, or other evidence satisfactory to Trust, that the Acquiring Fund
Shares to be credited to Target at the Effective Time have been credited to
Target's account on Acquiring Fund's books.

4.   CONDITIONS PRECEDENT

       4.1. Trust's obligation to implement this Plan on Acquiring Fund's behalf
shall be subject to satisfaction of the following conditions at or before the
Effective Time:

              4.1.1. At the Effective Time, Trust, on Target's behalf, will have
       good and marketable title to the Assets and full right, power, and
       authority to sell, assign, transfer, and deliver the Assets free of any
       liens or other encumbrances (except securities that are subject to
       "securities loans" as referred to in section 851(b)(2) of the Code); and
       on delivery and payment for the Assets, Trust, on Acquiring Fund's
       behalf, will acquire good and marketable title thereto, subject to no
       restrictions on the full transfer thereof;

              4.1.2. Target is not in material violation of, and the adoption of
       this Plan and consummation of the transactions contemplated hereby will
       not materially conflict with or violate, Delaware law or any provision of
       the Declaration of Trust or Trust's By-Laws (collectively, "GOVERNING
       DOCUMENTS") or of any agreement, instrument, lease, or other undertaking
       to which Trust, on Target's behalf, is a party or by which it is bound or
       result in the acceleration of any obligation, or the imposition of any
       penalty, under any agreement, judgment, or decree to which Trust, on
       Target's behalf, is a party or by which it is bound;

              4.1.3. All material contracts and other commitments of or
       applicable to Target (other than this Plan and investment contracts,
       including options, futures, and forward contracts) will be terminated, or
       provision for discharge of any liabilities of Target thereunder will be
       made, at or prior to the Effective Time, without either Fund's incurring
       any liability or penalty with respect thereto and without diminishing or
       releasing any rights Trust, on Target's behalf, may have had with respect
       to actions taken or omitted or to be taken by any other party thereto
       prior to the Closing;

                                     A - 4



              4.1.4. No litigation, administrative proceeding, or investigation
       of or before any court or governmental body is presently pending or (to
       Trust's knowledge) threatened against Trust with respect to Target or any
       of its properties or assets that, if adversely determined, would
       materially and adversely affect Target's financial condition or the
       conduct of its business; and Trust knows of no facts that might form the
       basis for the institution of any such litigation, proceeding, or
       investigation and is not a party to or subject to the provisions of any
       order, decree, or judgment of any court or governmental body that
       materially or adversely affects its business or its ability to consummate
       the transactions contemplated hereby;

              4.1.5. Target incurred the Liabilities in the ordinary course of
       its business;

              4.1.6. Target is a "fund" as defined in section 851(g)(2) of the
       Code; it qualified for treatment as a regulated investment company under
       Subchapter M of the Code ("RIC") for each past taxable year since it
       commenced operations and will continue to meet all the requirements for
       that qualification for its current taxable year; from the time the Board
       approved this Plan ("APPROVAL TIME") through the Effective Time, Target
       will invest its assets in a manner that ensures its compliance with those
       requirements; and Target has no earnings and profits accumulated in any
       taxable year in which the provisions of Subchapter M did not apply to it;

              4.1.7. Target is not under the jurisdiction of a court in a "title
       11 or similar case" (as defined in section 368(a)(3)(A) of the Code);

              4.1.8. During the five-year period ending at the Effective Time,
       (a) neither Target nor any person "related" (within the meaning of
       section 1.368-1(e)(3) of the Regulations) to it will have acquired Target
       Shares, either directly or through any transaction, agreement, or
       arrangement with any other person, with consideration other than
       Acquiring Fund Shares or Target Shares, except for shares redeemed in the
       ordinary course of Target's business as a series of an open-end
       investment company as required by section 22(e) of the 1940 Act, and (b)
       no distributions will have been made with respect to Target Shares, other
       than normal, regular dividend distributions made pursuant to Target's
       historic dividend-paying practice and other distributions that qualify
       for the deduction for dividends paid (within the meaning of section 561
       of the Code) referred to in sections 852(a)(1) and 4982(c)(1)(A) of the
       Code;

              4.1.9. From the date it commenced operations through the Effective
       Time, Target has conducted and will conduct its "historic business"
       (within the meaning of section 1.368-1(d)(2) of the Regulations) in a
       substantially unchanged manner; and from the Approval Time through the
       Effective Time, Target will not (a) dispose of and/or acquire any assets
       (i) for the purpose of satisfying Acquiring Fund's investment objective
       or policies or (ii) for any other reason except in the ordinary course of
       its business as a RIC or (b) otherwise change its historic investment
       policies; and

                                     A - 5



              4.1.10. Not more than 25% of the value of Target's total assets
       (excluding cash, cash items, and U.S. government securities) is invested
       in the stock and securities of any one issuer, and not more than 50% of
       the value of such assets is invested in the stock and securities of five
       or fewer issuers.

       4.2. Trust's obligation to implement this Plan on Target's behalf shall
be subject to satisfaction of the following conditions at or before the
Effective Time:

              4.2.1. No consideration other than Acquiring Fund Shares (and
       Acquiring Fund's assumption of the Liabilities) will be issued in
       exchange for the Assets in the Reorganization;

              4.2.2. The Acquiring Fund Shares to be issued and delivered to
       Target hereunder (a) at the Effective Time, will have been duly
       authorized and duly registered under the federal securities laws (and
       appropriate notices respecting them will have been duly filed under
       applicable state securities laws) and (b) when issued and delivered as
       provided herein, will be duly and validly issued and outstanding shares
       of Acquiring Fund, fully paid and non-assessable by Trust;

              4.2.3. Acquiring Fund is not in material violation of, and the
       adoption of this Plan and consummation of the transactions contemplated
       hereby will not materially conflict with or violate, Delaware law or any
       provision of the Governing Documents or of any agreement, instrument,
       lease, or other undertaking to which Trust, on Acquiring Fund's behalf,
       is a party or by which it is bound or result in the acceleration of any
       obligation, or the imposition of any penalty, under any agreement,
       judgment, or decree to which Trust, on Acquiring Fund's behalf, is a
       party or by which it is bound;

              4.2.4. No litigation, administrative proceeding, or investigation
       of or before any court or governmental body is presently pending or (to
       Trust's knowledge) threatened against Trust with respect to Acquiring
       Fund or any of its properties or assets that, if adversely determined,
       would materially and adversely affect Acquiring Fund's financial
       condition or the conduct of its business; and Trust knows of no facts
       that might form the basis for the institution of any such litigation,
       proceeding, or investigation and is not a party to or subject to the
       provisions of any order, decree, or judgment of any court or governmental
       body that materially or adversely affects its business or its ability to
       consummate the transactions contemplated hereby;

              4.2.5. Acquiring Fund is a "fund" as defined in section 851(g)(2)
       of the Code; it qualified for treatment as a RIC for each past taxable
       year since it commenced operations and will continue to meet all the
       requirements for such qualification for its current taxable year; it
       intends to continue to meet all such requirements for the next taxable
       year; and it has no earnings and profits accumulated in any taxable year
       in which the provisions of Subchapter M of the Code did not apply to it;

                                     A - 6



              4.2.6. Acquiring Fund has no plan or intention to issue additional
       Acquiring Fund Shares following the Reorganization except for shares
       issued in the ordinary course of its business as a series of an open-end
       investment company; nor does Acquiring Fund, or any person "related"
       (within the meaning of section 1.368-1(e)(3) of the Regulations) to it,
       have any plan or intention to acquire -- during the five-year period
       beginning at the Effective Time, either directly or through any
       transaction, agreement, or arrangement with any other person -- with
       consideration other than Acquiring Fund Shares, any Acquiring Fund Shares
       issued to the Shareholders pursuant to the Reorganization, except for
       redemptions in the ordinary course of such business as required by
       section 22(e) of the 1940 Act;

              4.2.7. Following the Reorganization, Acquiring Fund (a) will
       continue Target's "historic business" (within the meaning of section
       1.368-1(d)(2) of the Regulations) and (b) will use a significant portion
       of Target's "historic business assets" (within the meaning of section
       1.368-1(d)(3) of the Regulations) in a business; [in addition, Acquiring
       Fund (c) has no plan or intention to sell or otherwise dispose of any of
       the Assets, except for dispositions made in the ordinary course of that
       business and dispositions necessary to maintain its status as a RIC, and
       (d) expects to retain substantially all the Assets in the same form as it
       receives them in the Reorganization, unless and until subsequent
       investment circumstances suggest the desirability of change or it becomes
       necessary to make dispositions thereof to maintain such status;]

              4.2.8. There is no plan or intention for Acquiring Fund to be
       dissolved or merged into another statutory or business trust or a
       corporation or any "fund" thereof (as defined in section 851(g)(2) of the
       Code) following the Reorganization;

              4.2.9. Acquiring Fund does not directly or indirectly own, nor at
       the Effective Time will it directly or indirectly own, nor has it
       directly or indirectly owned at any time during the past five years, any
       shares of Target;

              4.2.10. During the five-year period ending at the Effective Time,
       neither Acquiring Fund nor any person "related" (within the meaning of
       section 1.368-1(e)(3) of the Regulations) to it will have acquired Target
       Shares with consideration other than Acquiring Fund Shares; and

              4.2.11. Immediately after the Reorganization, (a) not more than
       25% of the value of Acquiring Fund's total assets (excluding cash, cash
       items, and U.S. government securities) will be invested in the stock and
       securities of any one issuer and (b) not more than 50% of the value of
       such assets will be invested in the stock and securities of five or fewer
       issuers.

                                     A - 7



       4.3. Trust's obligation to implement this Plan on each Fund's behalf
shall be subject to satisfaction of the following conditions at or before the
Effective Time:

              4.3.1. The fair market value of the Acquiring Fund Shares each
       Shareholder receives will be approximately equal to the fair market value
       of the Target Shares it actually or constructively surrenders in exchange
       therefor;

              4.3.2. Trust's management (a) is unaware of any plan or intention
       of Shareholders to redeem, sell, or otherwise dispose of (i) any portion
       of their Target Shares before the Reorganization to any person "related"
       (within the meaning of section 1.368-1(e)(3) of the Regulations) to
       either Fund or (ii) any portion of the Acquiring Fund Shares they receive
       in the Reorganization to any person "related" (within such meaning) to
       Acquiring Fund, (b) does not anticipate dispositions of those Acquiring
       Fund Shares at the time of or soon after the Reorganization to exceed the
       usual rate and frequency of dispositions of shares of Target as a series
       of an open-end investment company, (c) expects that the percentage of
       Shareholder interests, if any, that will be disposed of as a result of or
       at the time of the Reorganization will be DE MINIMIS, and (d) does not
       anticipate that there will be extraordinary redemptions of Acquiring Fund
       Shares immediately following the Reorganization;

              4.3.3. The Shareholders will pay their own expenses, if any,
       incurred in connection with the Reorganization;

              4.3.4. The fair market value of the Assets on a going concern
       basis will equal or exceed the Liabilities to be assumed by Acquiring
       Fund and those to which the Assets are subject;

              4.3.5. There is no intercompany indebtedness between the Funds
       that was issued or acquired, or will be settled, at a discount;

              4.3.6. Pursuant to the Reorganization, Target will transfer to
       Acquiring Fund, and Acquiring Fund will acquire, at least 90% of the fair
       market value of the net assets, and at least 70% of the fair market value
       of the gross assets, Target held immediately before the Reorganization.
       For the purposes of the foregoing, any amounts Target uses to pay its
       Reorganization expenses and to make redemptions and distributions
       immediately before the Reorganization (except (a) redemptions in the
       ordinary course of its business required by section 22(e) of the 1940 Act
       and (b) regular, normal dividend distributions made to conform to its
       policy of distributing all or substantially all of its income and gains
       to avoid the obligation to pay federal income tax and/or the excise tax
       under section 4982 of the Code) will be included as assets held thereby
       immediately before the Reorganization;

              4.3.7. None of the compensation received by any Shareholder who is
       an employee of or service provider to Target will be separate
       consideration for, or allocable to, any of the Target Shares that
       Shareholder held; none of the Acquiring Fund Shares any such Shareholder
       receives will be separate consideration for, or

                                     A - 8



       allocable to, any employment agreement, investment advisory agreement, or
       other service agreement; and the compensation paid to any such
       Shareholder will be for services actually rendered and will be
       commensurate with amounts paid to third parties bargaining at
       arm's-length for similar services;

              4.3.8. Immediately after the Reorganization, the Shareholders will
       own shares constituting "control" (as defined in section 304(c) of the
       Code) of Acquiring Fund;

              4.3.9. Neither Fund will be reimbursed for any expenses incurred
       by it or on its behalf in connection with the Reorganization unless those
       expenses are solely and directly related to the Reorganization
       (determined in accordance with the guidelines set forth in Rev. Rul.
       73-54, 1973-1 C.B. 187) ("REORGANIZATION EXPENSES");

              4.3.10. The aggregate value of the acquisitions, redemptions, and
       distributions limited by paragraphs 4.1.8, 4.2.6, and 4.2.10 will not
       exceed 50% of the value (without giving effect to such acquisitions,
       redemptions, and distributions) of the proprietary interest in Target at
       the Effective Time;

              4.3.11. Trust has called a special meeting of Target's
       shareholders ("MEETING") to consider and act on this Plan and to take all
       other action necessary to obtain their approval, to the extent same is
       required, of the transactions contemplated herein; and such approval has
       been obtained;

              4.3.12. This Plan has been duly authorized by all necessary action
       on the part of the Board, which has made the determinations required by
       Rule 17a-8(a) under the 1940 Act; and, subject to Target's shareholders'
       approval in accordance with the Governing Documents and applicable law,
       this Plan constitutes a valid and legally binding obligation of each
       Fund, enforceable in accordance with its terms, except as the same may be
       limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
       moratorium, and similar laws relating to or affecting creditors' rights
       generally and by general principles of equity (whether applied by a court
       of law or equity);

              4.3.13. No governmental consents, approvals, authorizations, or
       filings are required under the 1933 Act, the Securities Exchange Act of
       1934, as amended ("1934 ACT"), the 1940 Act, or state securities laws for
       Trust's adoption and performance of this Plan, except for (a) Trust's
       filing with the SEC of a registration statement on Form N-14 relating to
       the Acquiring Fund Shares issuable hereunder, and any supplement or
       amendment thereto ("REGISTRATION STATEMENT"), including therein a
       prospectus/proxy statement ("PROSPECTUS/PROXY STATEMENT"), and (b) such
       consents, approvals, authorizations, and filings as have been made or
       received or as may be required subsequent to the Effective Time;

              4.3.14. On the effective date of the Registration Statement, at
       the time of the Meeting, and at the Effective Time, the Prospectus/Proxy
       Statement will (a) comply in all material respects with the applicable
       provisions of the 1933 Act, the 1934 Act,

                                     A - 9



       and the 1940 Act and the rules and regulations thereunder and (b) not
       contain any untrue statement of a material fact or omit to state a
       material fact required to be stated therein or necessary to make the
       statements therein, in light of the circumstances under which they were
       made, not misleading;

              4.3.15. All necessary filings will have been made with the SEC and
       state securities authorities, and no order or directive will have been
       received that any other or further action is required to permit the
       parties to carry out the transactions contemplated hereby; the
       Registration Statement will have become effective under the 1933 Act, no
       stop orders suspending the effectiveness thereof will have been issued,
       and the SEC will not have issued an unfavorable report with respect to
       the Reorganization under section 25(b) of the 1940 Act nor instituted any
       proceedings seeking to enjoin consummation of the transactions
       contemplated hereby under section 25(c) of the 1940 Act; and all
       consents, orders, and permits of federal, state, and local regulatory
       authorities (including the SEC and state securities authorities) Trust
       deems necessary to permit consummation, in all material respects, of the
       transactions contemplated hereby will have been obtained, except where
       failure to obtain same would not involve a risk of a material adverse
       effect on the assets or properties of either Fund;

              4.3.16. At the Effective Time, no action, suit, or other
       proceeding will be pending before any court or governmental agency in
       which it is sought to restrain or prohibit, or to obtain damages or other
       relief in connection with, the transactions contemplated hereby; and

              4.3.17. Trust will have received an opinion of Kirkpatrick &
       Lockhart Nicholson Graham LLP ("COUNSEL"), addressed to and in form and
       substance reasonably satisfactory to it, as to the federal income tax
       consequences mentioned below ("TAX OPINION"). In rendering the Tax
       Opinion, Counsel may assume satisfaction of all the conditions set
       forth in this paragraph 4, may treat them as representations and
       warranties Trust made to Counsel, and may rely as to factual matters,
       exclusively and without independent verification, on such
       representations and warranties and on additional representations and
       warranties in separate letters, if any, addressed to Counsel. The Tax
       Opinion shall be substantially to the effect that, based on the facts
       and assumptions stated therein and conditioned on consummation of the
       Reorganization in accordance with this Plan, for federal income tax
       purposes:

                     (a) Acquiring Fund's acquisition of the Assets in exchange
              solely for Acquiring Fund Shares and Acquiring Fund's assumption
              of the Liabilities, followed by Target's distribution of those
              shares PRO RATA to the Shareholders actually or constructively in
              exchange for their Target Shares, will qualify as a
              "reorganization" as defined in section 368(a)(1)(D) of the Code,
              and each Fund will be "a party to a reorganization" within the
              meaning of section 368(b) of the Code;
                     (b) Target will recognize no gain or loss on the transfer
              of the Assets to Acquiring Fund in exchange solely for Acquiring
              Fund Shares and Acquiring Fund's assumption of the Liabilities or
              on the subsequent

                                     A - 10



              distribution of those shares to the Shareholders in exchange for
              their Target Shares;
                     (c) Acquiring Fund will recognize no gain or loss on its
              receipt of the Assets in exchange solely for Acquiring Fund Shares
              and its assumption of the Liabilities;
                     (d) Acquiring Fund's basis in each Asset will be the same
              as Target's basis therein immediately before the Reorganization,
              and Acquiring Fund's holding period for each Asset will include
              Target's holding period therefor;
                     (e) A Shareholder will recognize no gain or loss on the
              exchange of all its Target Shares solely for Acquiring Fund Shares
              pursuant to the Reorganization; and
                     (f) A Shareholder's aggregate basis in the Acquiring Fund
              Shares it receives in the Reorganization will be the same as the
              aggregate basis in its Target Shares it actually or constructively
              surrenders in exchange for those Acquiring Fund Shares, and its
              holding period for those Acquiring Fund Shares will include, in
              each instance, its holding period for those Target Shares,
              provided the Shareholder holds them as capital assets at the
              Effective Time.

       Notwithstanding subparagraphs (b) and (d), the Tax Opinion may state that
       no opinion is expressed as to the effect of the Reorganization on the
       Funds or any Shareholder with respect to any Asset as to which any
       unrealized gain or loss is required to be recognized for federal income
       tax purposes at the end of a taxable year (or on the termination or
       transfer thereof) under a mark-to-market system of accounting.

       4.4. At any time before the Effective Time, Trust may waive any of the
conditions set forth in this paragraph 4 (other than those set forth in
paragraphs 4.3.11, 4.3.15, and 4.3.17) if, in the Board's judgment, such a
waiver will not have a material adverse effect on either Fund's shareholders'
interests.

5.   TERMINATION AND AMENDMENT OF PLAN

       5.1. The Board may terminate this Plan and abandon the Reorganization at
any time before the Effective Time if circumstances develop that, in its
judgment, make proceeding with the Reorganization inadvisable for either Fund.

       5.2. The Board may amend, modify, or supplement this Plan at any time in
any manner, notwithstanding Target's shareholders' approval thereof; provided
that, following such approval no such amendment, modification, or supplement
shall have a material adverse effect on the Shareholders' interests.

6.   MISCELLANEOUS

       6.1. This Plan shall be construed and interpreted in accordance with the
internal laws of the State of Delaware; provided that, in the case of any
conflict between those laws and the federal securities laws, the latter shall
govern.

                                     A - 11



       6.2. Adviser has agreed to, and shall, bear all the Reorganization
Expenses.

       6.3. Nothing expressed or implied herein is intended or shall be
construed to confer on or give any person, firm, trust, or corporation other
than Trust (on the Funds' behalf) and their respective successors and assigns
any rights or remedies under or by reason of this Plan.

       6.4. Notice is hereby given that this instrument is adopted on behalf of
Trust's trustees solely in their capacities as trustees, and not individually,
and that Trust's obligations under this instrument are not binding on or
enforceable against any of its trustees, officers, or shareholders or any series
of Trust other than the Funds but are only binding on and enforceable against
the respective Funds' property. Each Fund, in asserting any rights or claims
under this Plan, shall look only to the other Fund's property in settlement of
such rights or claims and not to such trustees, officers, or shareholders.

                                     A - 12