AGREEMENT AND DECLARATION OF TRUST

OF
CATERPILLAR INVESTMENT TRUST

THIS AGREEMENT AND DECLARATION OF TRUST made in Boston,

Massachusetts this 19th day of November, 1991 by the Trustee
hereunder and the holders of shares of beneficial interest
issued hereunder and to be issued hereunder as _hereinafter
provided:

WITNESSETH that

WHEREAS the Trustees have agreed to manage all property

coming into their hands as trustees of a Massachusetts business
trust in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby direct that this

Agreement and Declaration of Trust be filled with the Secretary
of State of The Commonwealth of Massachusetts and with the Clerk
of every city or town where such association or trust has a
usual place of business, and do hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon the following·
terms and conditions for the pro rata benefit of the holders
from time to time of Shares in this trust as hereinafter set
forth.

ARTICLE I
Name and Definitions

Section 1. This Trust shall be known as Caterpillar

Investment Trust, and the Trustees shall conduct the business of
the Trust under that name or any other name as they may from
time to time determine.

Section 2. Definitions. Whenever used herein, unless

otherwise required by the context or specifically provided

(a) "Trust" refers to the Massachusetts business

trust established by this Agreement and Declaration of
Trust, as amended from time to time;

(b) "Trustees" refers to the Trustees of the Trust named in

Article IV hereof or elected in accordance with such Article;

(c) "Shares" means the equal proportionate units or

interest into which the beneficial interest in the Trust or in
the Trust property belonging to any Series of the Trust (or in
the property belonging to any Series allocable to any Class of
that Series) (as the context may require) shall be divided
from time to time;

(d) "Shareholder" means a record owner of Shares;

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 (e) 111940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as amended
from time to time;

(f) The terms "Commission" and "principal

underwriter" shall have the meanings given them in the
1940 Act;

(g) "Declaration of Trust" and "this Declaration"

shall mean this Agreement and Declaration of Trust, as
amended or restated from time to time;

(h) "Bylaws" shall mean the Bylaws of the Trust as

amended from time to time;

(i) "Series Company" refers to the form of registered

open end investment company described in Section lB(f)(2) of
the 1940 Act or in any successor statutory provision;

(j) "Series" refers to Series of Shares established and

designated under or in accordance with the provisions of
Article III; and

(k) "Class" refers to any Class of Shares of a Series

established and designated under or in accordance with the
provisions of Article III. The Shares of a Class shall
represent a subset of Shares of a Series and the Shares of
each Class, together with the Shares of all other Classes of
the same Series, shall constitute all Shares of that Series.

ARTICLE II
Purpose of Trust
The purpose of the Trust is to provide investors a
managed investment primarily in securities (including
options), debt instruments, money market instruments,
commodities, commodity contracts and options thereon.

ARTICLE III
Shares
Section 1. Division of Beneficial Interest. The
beneficial interest in the Trust shall at all times be divided
into an unlimited number of Shares, without par value. Subject
to the provisions of Section 6 of this Article III, each Share
shall have the voting rights as provided in Article V hereof,
and holders of the Shares of any Series or Class shall be
entitled to receive dividends, when and as declared with
respect thereto in the manner provided in Article VI, Section
1 hereof. No Share shall have any priority or preference over
any other Share of the same Series and Class with respect to
dividends or distributions upon termination of the Trust or of
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such Series or-class made

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pursuant to Article IX, Section 4 hereof. Unless the Trustees
have authorized the issuance of Shares of a Series in two or more
Classes, all dividends and distributions shall be made ratably
among all Shareholders of a particular Series from the assets
belonging to 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 on the date of termination, as the case
may be. The Trustees may from time to time divide or combine the
Shares of any particular Series or Class into a greater or lesser
number of Shares of that Series or Class without thereby changing
the proportionate beneficial interest of the Shares of that
Series or Class in the assets belonging to that Series (or
allocable to the Shares of that Class) or in any way affecting
the rights of Shares of any other Series or Class.

Section 2. Ownership of Shares. The ownership of Shares

shall be recorded on the books of the Trust or a transfer or
similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series. No certificates
certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees
may make such rules as they consider appropriate for the transfer
of Shares of each Series and Class and similar matters. The
record books of the Trust as kept by the Trust or any transfer or
similar agent, as the case may be, shall be conclusive as to who
are the Shareholders of each Series and Class and as to the
number of Shares of each Series and Class held from time to time
by each.

Section 3. Investments in the Trust. The Trustees shall

accept investments in the Trust from such persons and on such
terms and for such consideration as they from time to time
authorize.

Section 4. status of Shares and Limitation of Personal

Liability. Shares shall be deemed to be personal
property giving only the rights provided in this instrument.
Every Shareholder by virtue of having become a Shareholder shall
be held to have expressly assented and agreed to the terms hereof
and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to
terminate the same nor entitle the representative of any deceased
Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but entitles such
representative only to the rights of said deceased Shareholder
under this Trust. 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 partners of each other. Neither the
Trust nor the Trustees, nor any officer, employee or agent of the
Trust shall have any power to bind personally any Shareholders,

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nor except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay.

Section 5. Power of Trustees to Change Provisions

Relating to Shares. Notwithstanding any other provisions of
this Declaration of Trust and without limiting the power of
the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend
this Declaration of Trust, at any time and from time to time,
in such manner as the Trustees may determine in their sole
discretion, without the need for Shareholder action, so as to
add to, delete, replace or otherwise modify any provisions
relating to the Shares contained in this Declaration of Trust
for the purpose of (i) responding to or complying with any
regulations, orders, rulings or interpretations of any
governmental agency or any laws, now or hereafter applicable
to the Trust, or (ii) designating and establishing Series or
Classes in addition to the Series or Classes established in
Section 6 of this Article III; provided that before adopting
any such amendment in clause (i) without Shareholder approval
the Trustees shall determine that it is consistent with the
fair and equitable treatment of all Shareholders. The
establishment and designation of any Series or Class of Shares
in addition to the Series or Classes established and
designated in Section 6 of this Article III shall be effective
upon the execution by a majority of the then Trustees of an
amendment to this Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such
establishment and designation and the relative rights and
preferences of such Series or Class, or as otherwise provided
in such instrument.

Without limiting the generality of the foregoing, the

Trustees may, for the above-stated purposes, amend the
Declaration of Trust to:

(a) create one or more Series or Classes of Shares (with

respect to or in addition to any Series or Classes already
existing or otherwise) with such rights and preferences and
such eligibility requirements for investment therein as the
Trustees shall determine, and reclassify any or all
outstanding Shares as shares of particular Series or Classes
in accordance with such eligibility requirements;

(b) amend any of the provisions set forth in paragraphs

(a) through (j) of Section 6 of this Article III;

(c) combine one or more Series or Classes of Shares into

a single Series or Class on such terms and conditions as the
Trustees shall determine;

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 (d) change or eliminate any eligibility requirements for
investment in Shares of any Series or Class, including without
limitation the power to provide for the issue of Shares of any
Series or Class in connection with any merger or consolidation of
the Trust with another trust or company or any acquisition by the
Trust of part or all of the assets of another trust or company;

(e) change the designation of any Series or Class of

Shares;

(f) change the method of allocating dividends among the

various Series and Classes of Shares;

(g) allocate any specific assets or liabilities of the

Trust or any specific items of income or expense of the Trust to
one or more Series or Classes of Shares;

(h) specifically allocate assets to any or all Series or

Classes of Shares or create one or more additional Series or
Classes of Shares which are preferred over all other Series or
Classes of Shares in respect of assets specifically allocated
thereto or any dividends paid by the Trust with respect to any
net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise and provide
for any special voting or other rights with respect to such
Series or Classes; or

(i) divide one or more Series of Shares into one or more

Classes on such terms and conditions as the Trustees may
determine.

Section 6. Establishment and Designation of Series.

Without limiting the authority of the Trustees set forth in
Section 5, inter alia, to establish and designate any further
Series or Classes or to modify the rights and preferences of any
Series or Classes, the "Foreign Equity Fund", "U.S. Value Equity
Fund", "U.S. Growth Equity Fund", "Tactical Asset Allocation
Fund", "Fixed Income Fund", "Money Market Fund", and "Investment
Contract Fund" shall be, and are hereby, established and
designated.

Shares of each Series established in this Section 6 shall

have the following relative rights and preferences:

(a) Assets Belonging to 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

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may be, shall irrevocably belong to that Series for all
purposes, subject only to the rights of creditors, and shall be
so recorded upon the books of account of the Trust. such
consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without
limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the
same may be, are herein referred to as "assets belonging 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 belonging to any particular
Series (collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any one or
more of the Series established and designated from time to time
in such manner and on such basis as they, in their sole
discretion, deem fair and equitable, and any General Asset so
allocated to a particular Series shall belong to that Series.
Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Series
for all purposes.

(b) Liabilities Belonging to Series. The assets

belonging to each particular Series shall be charged solely
with the liabilities of the Trust in respect to that Series,
expenses, costs, charges and reserves attributable to that
Series, and any general liabilities of the Trust which are
not readily identifiable as belonging to any particular
Series but which are allocated and charged by the Trustees to
and among any one or more of the Series established and
designated from time to time in a manner and on such basis as
the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges, and
reserves so charged to a Series are herein referred to as
"liabilities belonging to" that Series. Each allocation of
liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the holders of
all Series for all purposes.

(c) Dividends. Distributions. Redemptions. and

Repurchases. Notwithstanding any other provisions of this
Declaration, including, without limitation, Article VI, no
dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any
Series) with respect to, nor any redemption or repurchase of,
the Shares of any Series shall be effected by the Trust other
than from the assets belonging to such Series, nor shall any
Shareholder of any particular Series otherwise have any right
or claim against the assets belonging to any other Series
except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series.

(d) Voting. Notwithstanding any of the other provisions

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of this Declaration, including, without limitation, Section 1
of

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Article V, the Shareholders of any particular series or Class
shall not be entitled to vote on any matters as to which such
Series or Class is not affected. On any matter submitted to a
vote of Shareholders, all Shares of the Trust then entitled to
vote shall be voted by individual Series, unless otherwise
required by the 1940 Act or other applicable law or as
specifically required under this Declaration or the Bylaws or as
otherwise determined by the Trustees.

(e) Equality. All the Shares of each particular Class of a

Series shall represent an equal proportionate interest in the
assets and liabilities belonging to that Series allocable to that
Class and all Shares of each particular series shall represent an
equal proportionate interest in the assets belonging to that
Series (subject to the liabilities belonging to that Series), and
each Share of any particular Series shall be equal to each other
Share of that Series.

(f) Fractions. Any fractional Share of a Series or Class

shall carry proportionately all the rights and obligations of a
whole share of that Series or Class, including rights with
respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.

(g) Exchange Privilege. The Trustees shall have the

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

(h) Combination of Series. The Trustees shall have the

authority, without the approval of the Shareholders of any Series
or Class unless otherwise required by applicable law, to combine
the assets and liabilities belonging to any two or more Series or
Classes into assets and liabilities belonging to a single Series
or Class.

(i) Elimination of series. At any time that there are no

Shares outstanding of any particular Series previously
established and designated, the Trustees may amend this
Declaration of Trust to abolish that Series and to rescind the
establishment and designation thereof, such amendment to be
effected in the manner provided in Section 5 of this Article
III.

(j) Assets and Liabilities Allocable to a Class. The

assets and liabilities belonging to a Series shall be fully
allocated among all the classes of that series. For purposes of
determining the assets and liabilities belonging to a Series
which are allocable to a Class of that Series, subject to the
provisions of paragraph (f) of Section 5 of this Article III, the
provisions of paragraphs (a) and (b) of this Section 6 shall
apply, mutatis mutandis, as if each Class were a Series.
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 Section 7. Indemnification of Shareholders. In case any
Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his or her being or
having been a Shareholder of the Trust or of a particular
Series and not because of his or her acts or omissions or for
some other reason, the Shareholder or former Shareholder (or
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 out of the assets of the Series of which he is a
Shareholder or former Shareholder to be held harmless from and
indemnified against all loss and expense arising from such
liability.

Section 8. No Preemptive Rights. Shareholders shall

have no preemptive or other right to subscribe to any
additional Shares or other securities issued by the Trust.

Section 9. Derivative Claims. No Shareholder shall have

the right to bring or maintain any court action, proceeding or
claim on behalf of this Trust or any Series without first
making demand on the Trustees requesting the Trustees to bring
or maintain such action, proceeding or claim. Such demand
shall be excused only when the plaintiff makes a specific
showing that irreparable injury to the Trust or Series would
otherwise result. Such demand shall be mailed to the Clerk of
the Trust at the Trust's principal office and shall set forth
in reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the
Shareholder to support the allegations made in the demand. The
Trustees shall consider such demand within 45 days of its
receipt by the Trust. In their sole discretion, the Trustees
may submit the matter to a vote of Shareholders of the Trust
or Series, as appropriate. Any decision by the Trustees to
bring, maintain or settle (or not to bring, maintain or
settle) such court action, proceeding or claim, or to submit
the matter to a vote of Shareholders shall be made by the
Trustees in their business judgment and shall be binding upon
the Shareholders. Any decision by the Trustees to bring or
maintain a court action, proceeding or suit on behalf of the
Trust or a Series shall be subject to the right of the
Shareholders under Article V, Section 1 hereof to vote on
whether or not such court action, proceeding or suit should or
should not be brought or maintained.

ARTICLE IV
The Trustees
Section 1. Election and Tenure. The initial Trustee
shall be Michael Pond. Trustees may fix the number of
Trustees, fill vacancies in the Trustees, including vacancies
arising from an increase in the number of Trustees, or remove
Trustees with or

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without cause. Each Trustee shall serve during the continued
lifetime of the Trust until he dies, resigns or is removed, or,
if sooner, until the next meeting of Shareholders called for
the purpose of electing Trustees and until the election and
qualification of his successor. Any Trustee may resign at any
time by written instrument signed by him and delivered to any
officer of the Trust or to a meeting of the Trustees. such
resignation shall be effective upon receipt unless specified to
be effective at some other time. Except to the extent
expressly provided in a written agreement with the Trust, no
Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following his resignation or
removal, or any right to damages on account of such removal.
The Shareholders may fix the number of Trustees and elect
Trustees at any meeting of Shareholders called by the Trustees
for that purpose.
Section 2. Effect of Death. Resignation, Etc. of a Trustee.
The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any of them, shall not operate
to annul the Trust or to revoke any existing agency created
pursuant to the terms of this Declaration of Trust.

Section 3. Powers. Subject to the provisions of this

Declaration of Trust, the business of the Trust shall be
managed by the Trustees, and they shall have all powers
necessary or convenient to carry out that responsibility
including the power to engage in securities transactions of all
kinds on behalf of the Trust. Without limiting the foregoing,
the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the regulation and
management of the affairs of the Trust and may amend and repeal
them to the extent that such Bylaws do not reserve that right
to the Shareholders; they may fill vacancies in or remove from
their number (including any vacancies created by an increase in
the number of Trustees); they may remove from their number with
or without cause; they may elect and remove such officers and
appoint and terminate such agents as they consider appropriate;
they may appoint from their own number and terminate one or
more committees consisting of two or more Trustees which may
exercise the powers and authority of the Trustees to the extent
that the Trustees determine; they may employ one or more
custodians of the assets of the Trust and may authorize such
custodians to employ subcustodians and to deposit all or any
part of such assets in a system or systems for the central
handling of securities or with a Federal Reserve Bank; they may
retain a transfer agent or a shareholder servicing agent, or
both; they may provide for the distribution of Shares by the
Trust, through one or more principal underwriters or otherwise;
they may set record dates for the determination of Shareholders
with respect to various matters; and in general they may
delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to
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any

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agent or employee of the Trust or to any such custodian or
underwriter.

Without limiting the foregoing, the Trustees shall have

power and authority:

(a) To invest and reinvest cash, and to hold

cash uninvested;

(b) To sell, exchange, lend, pledge, mortgage,

hypothecate, lease, or write options with respect to or
otherwise deal in any property rights relating to any or all
of the assets of the Trust;

(c) To vote or give assent, or exercise any rights of

ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem
proper, granting to such person or persons such power and
discretion with relation to securities or property as the
Trustees shall deem proper;

(d) To exercise powers and rights of subscription

or otherwise which in any manner arise out of ownership
of securities;

(e) To hold any security or property in a form not

indicating any trust, 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;

(f) To consent to or participate in any plan for the

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

(g) To join with other security holders in acting through

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

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

(j) To borrow funds or other property;

(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;

(1) To purchase and pay for entirely out of Trust property

such insurance as they may deem necessary or appropriate for the
conduct of the business, including without limitation, insurance
policies insuring the assets of the Trust and 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, 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,
including any action taken or omitted that may be determined to
constitute negligence, whether or not the Trust would have the
power to indemnify such person against liability; and

(m) To pay pensions as deemed appropriate by the Trustees

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

The Trustees shall not in any way be bound or limited by any

present or future law or custom in regard to investments by
Trustees. The Trustees shall not be required to obtain any court
order to deal with any assets of the Trust or take any other
action hereunder.

Section 4. Payment of Expenses by the Trust. The Trustees

are authorized to pay or cause to be paid out of the principal
or income of the Trust, or partly out of principal and partly
out of income, as they deem fair, all expenses, fees, charges,
taxes and liabilities incurred or arising in connection with the
Trust, or in connection with the management thereof, including
but not limited to, the Trustee's compensation and such expenses
and charges for the services of the Trust's officers, employees,
investment adviser or manager, principal underwriter, auditor,
counsel, custodian, transfer agent, shareholder servicing agent,
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and such other agents or independent contractors and such other

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expenses and charges as the Trustees may deem necessary or
proper to incur.

Section 5. Payment of Expenses by Shareholders. The

Trustees shall have the power, as frequently as they may
determine, to cause each Shareholder, or each Shareholder of
any particular Series, to pay directly, in advance or arrears,
for charges of the Trust's custodian or transfer, shareholder
servicing or similar agent, an amount fixed from time to time
by the Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the
account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of
such charges due from such Shareholder.

Section 6. ownership of Assets of the Trust. Title to

all of the assets of the Trust shall at all times be
considered as vested in the Trustees.

Section 7. Advisory. Management and Distribution

Contracts. Subject to such requirements and restrictions as may
be set forth in the Bylaws, the Trustees may, at any time and
from time to time, contract for exclusive or nonexclusive
advisory and/or management services for the Trust or for any
Series with caterpillar Investment Management Ltd. or any
other partnership, corporation, trust, association or other
organization (the "Manager"); and any such contract may
contain such other terms as the Trustees may determine,
including without limitation, authority for a Manager to
determine from time to time without prior consultation with
the Trustees what investments shall be purchased, held, sold
or exchanged and what portion, if any, of the assets of the
Trust shall be held uninvested and to make changes in the
Trust's investments. The Trustees may also, at any time and
from time to time, contract with the Manager or any other
partnership, corporation, trust, association or other
organization, appointing it exclusive or nonexclusive
distributor or principal underwriter for the Shares, every such
contract to comply with such requirements and restrictions as
may be set forth in the Bylaws; and any such contract may
contain such other terms as the Trustees may determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of

the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal
underwriter, distributor or affiliate or agent of or for
any partnership, corporation, trust, association, or
other organization, or of or for any parent or affiliate
of any organization, with which an advisory or management
contract, or principal underwriter's or distributor's
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 contract, or transfer,

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 shareholder servicing or other agency contract may have
been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a
Shareholder or has an interest in the Trust, or that

(ii) any partnership, corporation, trust, association

or other organization with which an advisory or
management contract or principal underwriter's or
distributor's contract, or transfer, shareholder servicing
or other agency contract may have been or may hereafter
be made also has an advisory or management contract, or
principal underwriter's or distributor's contract, or
transfer, shareholder servicing or other agency contract
with one or more other corporations, trusts,
associations, or other organizations, or has other
business or interests,

shall not affect the validity of any such contract or

disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create any
liability or accountability to the Trust or its
Shareholders.

ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have
power to vote only (i) for the election of Trustees as provided
in Article IV, Section 1, (ii) with respect to any amendment of
this Declaration of Trust to the extent and as provided in
Article IX, Section 8, (iii) to the same extent as the
stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or
should not be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders, (iv) with
respect to the termination of the Trust or any Series to the
extent and as provided in Article IX, Section 4, and (v) with
respect to such additional matters relating to the Trust as may
be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Commission (or any successor
agency) or any state, or as the Trustees may consider necessary
or desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate
fractional vote.
There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. A proxy
with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its
BCATDOT.CI -16-
exercise and the burden of proving invalidity shall rest on the
challenger. At any time when no

BCATDOT.CI -17-
Shares of a Series or Class are outstanding the Trustees may
exercise all rights of Shareholders of that Series or Class
with respect to matters affecting that Series or Class and may
with respect to that Series or Class take any action required
by law, this Declaration of Trust or the Bylaws to be taken by
the Shareholders.

Section 2. Voting Power and Meetings. Meetings of the

Shareholders may be called by the Trustees for the purpose of
electing Trustees as provided in Article IV, Section 1 and for
such other purposes as may be prescribed by law, by this
Declaration of Trust or by the Bylaws. Meetings of the
Shareholders may also be called by the Trustees from time to
time for the purpose of taking action upon any other matter
deemed by the Trustees to be necessary or desirable. A
meeting of Shareholders may be held at any place designated by
the Trustees. Written notice of any meeting of Shareholders
shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting,
postage prepaid, stating the time and place of the meeting, to
each Shareholder at the Shareholder's address as it appears on
the records of the Trust. Whenever notice of a meeting is
required to be given to a Shareholder under this Declaration
of Trust or the Bylaws, a written waiver thereof, executed
before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.

Section 3. Quorum and Required Vote. Except when a larger

quorum is required by law, by the Bylaws or by this Declaration
of Trust, 10% of the Shares entitled to vote shall constitute a
quorum at a Shareholders' meeting. When any one or more Series
or Class is to vote as a single class separate from any other
Shares which are to vote on the same matters as a separate
class or classes, 10% of the Shares of each such class entitled
to vote shall constitute a quorum at a Shareholder's meeting of
that class. Any meeting of Shareholders may be adjourned from
time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting
may be held as adjourned within a reasonable time after the
date set for the original meeting without further notice. When
a quorum is present at any meeting, a majority of the Shares
voted 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 Bylaws or by law. If any
question on which the Shareholders are entitled to vote would
adversely affect the rights of any Series or Class of Shares,
the vote of a majority (or such larger vote as is required as
aforesaid) of the Shares of such Series or class which are
entitled to vote, voting separately, shall be required to
decide such question.

BCATDOT.CI -18-
 Section 4. Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if Shareholders
holding a majority of the Shares entitled to vote on the matter
(or such larger proportion thereof as shall be required by any
express provision of this Declaration of Trust or by the Bylaws)
and/or holding a majority (or such larger proportion as
aforesaid) of the Shares of any Series or Class entitled to vote
separately on the matter consent to the action in writing and
such written consents are filed with the records of the meetings
of Shareholders. Such consent shall be treated for all purposes
as a vote taken at a meeting of Shareholders.

Section 5. Record Dates. For the purpose of determining

the Shareholders of any series or Class who are entitled to vote
or act at any meeting or any adjournment thereof, the Trustees
may from time to time fix a time as the record date for
determining the Shareholders of such Series or Class having the
right to notice of and to vote at such a meeting and any
adjournment thereof, and in such case only Shareholders of
record on such record date shall have such right,
notwithstanding any transfer of Shares on the books of the Trust
after the record date. For the purpose of determining the
Shareholders of any Series or Class who are entitled to receive
payment of any dividend or of any other distribution, the
Trustees may from time to time fix a date, which shall be before
the date for the payment of such dividend or such other payment,
as the record date for determining the Shareholders of such
Series or Class having the right to receive such dividend or
distribution.
Without fixing a record date the Trustees may for voting and/or
distribution purposes close the register or transfer books for
one or more Series or Class for all or any part of the period
between a record date and a meeting of shareholders or the
payment of a distribution. Nothing in this section shall be
construed as precluding the Trustees from setting different
record dates for different Series or Classes.

Section 6. Additional Provisions. The Bylaws may include

further provisions for Shareholders' votes and meetings and
related matters.

ARTICLE VI
Net Income, Distributions, and Redemptions and Repurchases

Section 1. Distributions of Net Income. The Trustees shall

each year, or more frequently if they so determine in their sole
discretion, distribute to the Shareholders of each Series or
Class, in shares of that Series or Class, cash or otherwise, an
amount approximately equal to the net income attributable to the
assets belonging to such Series or Class and may from time to
time distribute to the Shareholders of each Series or Class, in
shares of that Series or Class, cash or otherwise, such
additional amounts, but only from the assets belonging to such
BCATDOT.CI -19-
Series (or allocable to such Class), as they may authorize.
All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the holders
of that Series or Class in proportion to the number of Shares
of that Series or Class held by such holders and recorded on
the books of the Trust at the date and time of record
established for that payment of such dividend or
distributions.

The manner of determining net income, income, asset

values, capital gains, expenses, liabilities and reserves of
any Series or Class may from time to time be altered as
necessary or desirable in the judgment of the Trustees to
conform such manner of determination to any other method
prescribed or permitted by applicable law. Net income shall be
determined by the Trustees or by such person as they may
authorize at the times and in the manner provided in the
Bylaws. Determinations of net income of any Series or Class
and determination of income, asset values, capital gains,
expenses, and liabilities made by the Trustees, or by such
person as they may authorize, in good faith, shall be binding
on all parties concerned. The foregoing sentence shall not be
construed to protect any Trustee, officer or agent of the
Trust against any liability to the Trust or its security
holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

If, for any reason, the net income of any Series or Class
determined at any time is a negative amount, in the discretion
of the Trustees the pro rata share of such negative amount
allocable to each Shareholder of such Series or Class may
constitute a liability of such Shareholder to that Series or
Class which shall be paid out of such Shareholder's account at
such times and in such manner as the Trustees may from time to
time determine (x) out of the accrued dividend account of such
Shareholder, (y) by reducing the number of Shares of that
Series or Class in the account of such Shareholder, or (z)
otherwise.

Section 2. Redemptions and Repurchases. The Trust shall

purchase such Shares as offered by any Shareholder for
redemption, upon the presentation of a proper instrument of
a
transfer together with request directed to the Trust or a
person designated by the Trust that the Trust purchase such
Shares or in accordance with such other procedures for -
redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof,
as determined in accordance with the Bylaws, the 1940 Act and
the rules of the Commission. Payment for said Shares shall be
made by the Trust to the Shareholder within seven days after
the date on which the request is made or in accordance with
such other procedures, consistent with the 1940 Act and the
BCATOOT.Cl -20-
rules of the Commission, as the Trustees may from time to time
authorize. The obligation set forth in this Section 2 is
subject to the provision that in the

BCATOOT.Cl -21-
event that at any time the New York Stock Exchange (the
"Exchange") is closed for other than weekends or holidays, or if
permitted by the rules of the Commission during periods when
trading on the Exchange is restricted or during any emergency
which makes it impracticable for the Trust to dispose of the
investments of the applicable Series or to determine fairly the
value of the net assets belonging to such Series or during any
other period permitted by order of the Commission for the
protection of investors, such obligations may be suspended or
postponed by the Trustees. The Trust may also purchase or
repurchase Shares at a price not exceeding the net asset value
of such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made.

The redemption price may in any case or cases be paid

wholly or partly in kind if the Trustees determine that such
payment is advisable in the interests of the remaining
Shareholders of the Series or Class the Shares of which are
being redeemed. In making any such payment wholly or partly in
kind, the Trust shall, so far as may be practicable, deliver
assets which approximate the diversification of all of the
assets belonging at the time to the Series or Class the Shares
of which are being redeemed. Subject to the foregoing, the fair
value, selection and quantity of securities or other property so
paid or delivered as all or part of the redemption price may be
determined by or under authority of the Trustees. In no case
shall the 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.

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

Trust shall have the right at its option and at any time to
redeem Shares of any Shareholder at the net asset value thereof
as described in Section 1 of this Article VI: (i) if at such
time such Shareholder owns Shares of any Series or Class having
an aggregate net asset value of less than an amount determined
from time to time by the Trustees; or (ii) to the extent that
such Shareholder owns Shares equal to or in excess of a
percentage determined from time to time by the Trustees of the
outstanding Shares of the Trust or of any Series or Class.

ARTICLE VII
Compensation and Limitation of Liability of Trustees

Section 1. Compensation. The Trustees as such shall be

entitled to reasonable compensation from the Trust; they may fix
the amount of their compensation. -Nothing herein shall in any
way prevent the employment of any Trustee for advisory,
management, legal, accounting, investment banking or other
services and payment of the same by the Trust.

BCATOOT.CI -22-
 Section 2. Limitation of Liability. The Trustees shall
not be responsible or liable in any event for any neglect or
wrong doing of any officer, agent, employee, Manager or
principal underwriter of the Trust, nor shall any Trustee be
responsible for the act or omission of any other Trustee, but
nothing herein contained shall protect any Trustee against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or

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

ARTICLE VIII
Indemnification
Section 1. Trustees. Officers. Etc. The Trust shall
indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and
expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered
Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as
a party or otherwise or with which such Covered Person may be
or may have been threatened, while in office or thereafter, by
reason of being or having been such a Covered Person.except
with respect to any matter as to which such Covered Person
shall have been finally adjudicated in any such action, suit
or other proceeding to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved
in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), shall be paid from time
to time by Trust in advance of the final disposition of any
such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Covered Person to repay amounts so
paid to the Trust if it is ultimately determined that
indemnification of such expenses is not authorized under this
Article, provided, however, that either (a) such Covered Person
BCATDOT .CI -23-
shall have provided appropriate security for

BCATDOT .CI -24-

such undertaking, (b) the Trust shall be insured against losses
arising from any such advance payments or (c) either a majority
of the disinterested Trustees acting on the matter (provided
that a majority of the disinterested Trustees then in office act
on the matter), or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily
available facts (as opposed to a full trial type inquiry) that
there is reason to believe that such Covered Person will be
found entitled to indemnification under this Article.

section 2. Compromise Payment. As to any matter disposed

of (whether by a compromise payment, pursuant to a consent
decree or otherwise) without an adjudication by a court, or by
any other body before which the proceeding was brought, that
such covered Person is liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
or her office, indemnification shall be provided if (a)
approved, after notice that it involves such indemnification, by
at least a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter) upon a determination, based
upon a review of readily available facts (as opposed to a full
trial type inquiry) that such Covered Person is not liable to
the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has
been obtained an opinion in writing of independent legal
counsel, based upon a review of readily available facts (as
opposed to a full trial type inquiry) to the effect that such
indemnification would not protect such Person against any
liability to the Trust to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
or her office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount paid
to such Covered Person in accordance with this Section as
indemnification if such covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's
office.

Section 3. Indemnification Not Exclusive. The right of

indemnification hereby provided shall not be exclusive of or
affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered
Person" shall include such person's heirs, executors and
administrators and a "disinterested Trustee" is a Trustee who is
not an "interested person" of the Trust as defined in Section
2(a)(19) of the 1940 Act (or who has been exempted from being an
"interested person" by any rule, regulation or order of the
BCATDOT .CI -25-
Commission), and against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any
such person; provided, however, that the Trust shall not
purchase or maintain any such liability insurance in
contravention of applicable law, including without limitation
the 1940 Act.

Section 4. Shareholders. In case any Shareholder or

former Shareholder shall be held to be personally liable
solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or
for some other reason, the Shareholder or former Shareholder
(or 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 against all
loss and expense arising from such liability, but only out of
the assets of the particular Series of Shares of which he or
she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Section 1. Trustees. Shareholders. Etc. Not Personally
Liable; Notice. All persons extending credit to, contracting
with or having any claim against the Trust or any Series shall
look only to the assets of the Trust or to the assets of that
particular Series for payment under such credit, contract or
claim; and neither Shareholders nor the Trustees, nor any of
the Trust's officers, employees or agents, whether past,
present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect any Trustee
against any liability to which such Trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or

undertaking made or issued on behalf of the Trust by the
Trustees, by any officers or officer or otherwise shall give
notice that this Declaration of Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts and
shall recite that the same was executed or made by or on
behalf of the Trust or by them as Trustee or Trustees or as
officer or officers or otherwise and not individually and that
the obligations of such instrument are not binding upon any of
them or the shareholders individually but are binding only
BCATDOT .CI -26-
upon the assets and property of the Trust or upon the assets
belonging to the

BCATDOT .CI -27-

. .

Series for the benefit of which the Trustees have caused the
note, bond, contract, instrument, certificate or undertaking to
be made or issued, and may contain such further recital as he or
they may deem appropriate, but the omission of any such recital
shall not operate to bind any Trustee or Trustees or officer or
officers or Shareholders or any other person individually.

Section 2. Trustee's Good Faith Action. Expert Advice. No

Bond or Surety. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes
of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act
or omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

Section 3. Liability of Third Persons Dealing with

Trustees. No person dealing with the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made
or to be made by the Trustees or to see to the application of any
payments made or property transferred to the Trust or upon its
order.

Section 4. Termination of Trust or Series. Unless

terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by
vote of at least 66-2/3% of the Shares of each Series entitled to
vote and voting separately by series or by the Trustees by
written notice to the Shareholders. Any Series may be terminated
at any time by vote of at least 66-2/3% of the Shares of that
Series or by the Trustees by written notice to the Shareholders
of that Series.

Upon termination of the Trust (or any Series, as the case

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

BCATDOT.CI -28-
 Section 5. Merger and Consolidation. The Trustees may
cause the Trust to be merged into or consolidated with
another trust or company or its shares exchanged under or
pursuant to any state or federal statute, if any, or
otherwise to the extent permitted by law, if such merger or
consolidation or share exchange has been authorized by vote
of a majority of the outstanding Shares, as such phrase is
defined in the 1940 Act; provided that in all respects not
governed by statute or applicable law, the Trustees shall
have power to prescribe the procedure necessary or appropriate
to accomplish a sale of assets, merger or consolidation.
Section 6. Filing of Copies. References. Headings. The
original or a copy of this instrument and of each amendment
hereto shall be kept at the office of the Trust where it may
be inspected by any Shareholder. A copy of this instrument
and of each amendment hereto shall be filed by the Trust with
the Secretary of State of The Commonwealth of Massachusetts
and with any other governmental office where such filing may
from time to time be required. Anyone dealing with the Trust
may rely on a certificate by an officer of the Trust as to
whether or not any such amendments have been made and as to
any matters in connection with the Trust hereunder; and, with
the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of
this instrument or of any such amendments. In this instrument
and in any such amendment, references to this instrument, and
all expressions like "herein," "hereof" and "hereunder" shall
be deemed to refer to this instrument as amended or affected
by any such amendments.
Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect
the meaning, construction or effect of this instrument. This
instrument may be executed in any number of counterparts each
of which shall be deemed an original.

Section 7. Applicable Law. This Declaration of Trust

is made in The Commonwealth of Massachusetts, and it is
created under and is to be governed by and construed and
administered according to the laws of said Commonwealth. The
Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily
exercised by such a trust.

Section 8. Amendments. This Declaration of Trust may be

amended at any time by an instrument in writing signed by a
majority of the then Trustees when authorized so to do by vote
of a majority of the Shares entitled to vote, except that
amendments described in Article III, Section 5 hereof or
having the purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity or curing,
BCATDOT.CI -29-
correcting or supplementing any

BCATDOT.CI -30-
defective or inconsistent provision contained herein shall not
require authorization by Shareholder vote.

IN WITNESS WHEREOF,
hereto set his hand this the initial Trustee as aforesaid does
19th day of November, 1991.

p p
P. Michael Pond, Initial Trustee
Registered Agent -
CT Corporation system / CJ O NE /1.DtlM.5 s+
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BCATOOT.CI -31-
 COMMONWEALTH OF MASSACHUSETTS)
) ss.
COUNTY OF SUFFOLK )

Then personally appeared before me P. Michael Pqnd who

acknowledged the foregoing instrument to be his free act and
deed.

Dated: November 19, 1991

Notary Public \./ 1)q ;_:

My commission expires:

··,

BCATDOT .CI -24-

 DECLARATION OF TRUST
CATERP:LLAR INVESTMENT TRUST -:PrYif7
380192

-1
FEE PAID
JI ,;}. tJO, o-rJ
DEC 2 0 1991
CASHIERS
SECRETARY.'$ QF.FICE

U}Urcflr 6.12wk,,. d'r

Ro \ G-icJ
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