MERLIN FUNDS GROUP, N-1A, 1999-04-12

MERLIN FUNDS GROUP
N-1A, 1999-04-12

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [ ]

Post-Effective Amendment No. ___ [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. ___ [ ]

MERLIN FUNDS GROUP
(Exact name of registrant as specified in charter)

1200 Old Henderson Road, Columbus, Ohio 43220 (Address of
principal executive offices)

Registrant's Telephone Number: 614-451-5806

Joseph M. McCloud, 1200 Old Henderson Road, Columbus, Ohio 43220
(Name and address of agent for service)

Copy to:

Andrew B. Coogle, Esq.
Benesch, Friedlander, Coplan & Aronoff LLP
88 East Broad Street, 9th Floor, Columbus, Ohio 43215

Approximate date of proposed public offering: As soon as practicable after the
effective date of the Registration Statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has elected to register an indefinite number of shares of beneficial interest.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
MERLIN US COMMUNITY BANK STOCK FUND

The Merlin US Community Bank Stock Fund is a diversified portfolio of
Merlin Funds Group, an open-end management investment company. The investment
objective of the Bank Stock Fund is long-term capital growth. The Bank Stock
Fund will pursue this objective primarily by investing in equity securities of
community banks which the Bank Stock Fund's investment adviser believes offer
the potential for exceptional long-term growth. The Bank Stock Fund considers a
bank a community bank if the bank has less than $15 billion in total assets.

Bank Stock Fund Shares are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and are not federally insured or guaranteed. An
investment in the Bank Stock Fund involves risk, including the possible loss of
your entire investment.

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

This Prospectus is dated __________________, 1999.
<PAGE>

SUMMARY OF INVESTMENT OBJECTIVE, PRINCIPAL
INVESTMENT STRATEGIES AND PRINCIPAL RISKS

Summary of the Bank Stock Fund's Investment Objective and Principal Investment
Strategies

The Merlin US Community Bank Stock Fund is a diversified portfolio of
Merlin Funds Group, an open-end management investment company. The investment
objective of the Bank Stock Fund is long-term capital growth. The Bank Stock
Fund will pursue this objective primarily by investing in equity securities of
community banks which the Bank Stock Fund's investment adviser believes offer
the potential for exceptional long-term growth. The Bank Stock Fund may utilize
a variety of other investment strategies which are discussed under the heading
"Investment Objective and Principal Investment Strategies" and in the Statement
of Additional Information.

Summary of Principal Risks of Investing in the Bank Stock Fund

The following is a summary of the principal risks of investing in the Bank
Stock Fund.

- Shareholders risk the loss of their investment in Bank Stock Fund Shares.

- The Bank Stock Fund is not appropriate for all investors.

- The success of the Bank Stock Fund is dependent upon the management
experience and skill of the Bank Stock Fund's portfolio manager.

- Community banks may be more vulnerable than larger companies to
adverse business or market developments, and may have fewer resources
and less experienced management than larger companies.

- Less public information may be available about community banks than is
available about larger companies to assist the Bank Stock Fund's
investment adviser in making investment decisions.

- Community bank securities may be more thinly traded than securities of
larger companies. The Bank Stock Fund may not be able to buy and sell
these securities at optimum prices. Prices for these securities may be
more volatile than prices for securities with better developed
markets.

- The price of Bank Stock Fund Shares may decline because changes in
interest rates adversely affect the value of bank securities.

- Due to the Bank Stock Fund's investment concentration in community
banks, investment in the Bank Stock Fund is subject to the risks
affecting the banking and financial services industry generally.
Legislative and regulatory developments may adversely affect the
banking industry (including the possibility that other financial
service providers may be permitted to provide banking services).

- Due to the possibility of local economic downturns, the value of
community bank securities may be more vulnerable than securities of
companies that do business in a wider geographic area.

- The Bank Stock Fund must comply with the Bank Holding Company Act of
1956 or else pay fines and penalties.

- The Bank Stock Fund may lose money on illiquid investments if the Bank
Stock Fund must sell them in a short period of time.

- The price of Bank Stock Fund Shares could decline if the Bank Stock
Fund, the Bank Stock Fund's service providers or the community banks
in which the Bank Stock Fund invests are not year 2000 compliant.
<PAGE>
See the discussion under the heading "Principal Risks of Investing in the
Bank Stock Fund" for a more complete discussion of the principal risks of
investing in the Bank Stock Fund. Investments in the Bank Stock Fund are exposed
to additional risks discussed in the Statement of Additional Information.

FEES AND EXPENSES OF THE BANK STOCK FUND

This table describes the fees and expenses you may pay if you buy and hold Bank
Stock Fund Shares.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a 3.00%
percentage of offering Price)

Maximum Deferred Sales Charge (Load) None
(a)

(a) No sales charge is imposed on purchases of Bank Stock Fund Shares for
$1,000,000 or more. A contingent deferred sales charge of 1% is imposed if
these Bank Stock Fund Shares are sold sooner than one year after purchase.

Annual Fund Operating Expenses (expenses that are deducted from Bank Stock Fund
assets)

Management Fees 2.00%

Distribution and Service (12b-1) Fees 0.50%

Total Annual Fund Operating Expenses 2.50%

Example: This Example is intended to help you compare the cost of
investing in the Bank Stock Fund with the cost of investing in other mutual
funds.

This Example assumes that you invest $10,000 in the Bank Stock Fund for the
time periods indicated and then redeem all of your Bank Stock Fund Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Bank Stock Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

1 year 3 years

$553 $1,063

You would pay the following expenses if you did not redeem your Bank Stock
Fund Shares:

1 year 3 years

$553 $1,063
<PAGE>

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

Investment Objective

The Bank Stock Fund's investment objective is long-term capital growth.

The Bank Stock Fund's investment objective may be changed by the board of
trustees without shareholder approval. If the board of trustees changes the Bank
Stock Fund's investment objective, shareholders may not consider the new
investment objective appropriate and the new investment objective may not be in
the best interests of all shareholders.

Principal Investment Strategies and Types of Securities

Strategy. The Bank Stock Fund will pursue its investment objective by
investing in equity securities of community banks which the Bank Stock Fund's
investment adviser believes offer the potential for exceptional long-term
growth. The Bank Stock Fund may utilize a variety of other investment strategies
which are discussed under the heading "Investment Objective and Principal
Investment Strategies" and in the Statement of Additional Information. The Bank
Stock Fund may from time to time invest in banks that are not members of the
Federal Reserve System or whose deposits are not insured by the Federal Deposit
Insurance Corporation.

Investment Considerations. The Bank Stock Fund's investment adviser will
make the investment decisions for the Bank Stock Fund and will be responsible
for the daily management and operation of the Bank Stock Fund's portfolio. In
deciding which securities the Bank Stock Fund will buy and sell, the Bank Stock
Fund's investment adviser will consider:

- The company's return on assets, return on equity, efficiency ratio and
other operational ratios;

- The company's revenue consistency and growth;

- The company's earnings consistency and growth;

- The amount of the company's loan loss provisions;

- The general economic conditions in the communities where the company
conducts business; and

- Other similar factors.

The Bank Stock Fund's investment adviser may also consider the degree that
officers and directors of the company have personally invested in securities of
the company as an indicator of the quality of care and attention provided by the
company's management.

Equity Securities. The Bank Stock Fund may invest in common stocks and
preferred stocks. Although the Bank Stock Fund will purchase equity securities
primarily for capital appreciation, these investments may also produce dividends
and other income.

When evaluating convertible preferred stock, the Bank Stock Fund's
investment adviser will give primary emphasis to the attractiveness of the
underlying equity security. The Bank Stock Fund will not purchase preferred
stock rated below BBB by Standard & Poor's Rating Group. See Appendix A for a
description of these ratings.
<PAGE>
Illiquid Securities. Illiquid securities are securities which cannot be
sold by the Bank Stock Fund within seven days in the ordinary course of business
at the approximate amount at which the Bank Stock Fund values the securities. Up
to 15% of the Bank Stock Fund's net assets may be invested in illiquid
securities.
Portfolio Turnover. The Bank Stock Fund intends to purchase and hold
securities for long-term capital appreciation and not to sell securities for
short-term gain. However, the Bank Stock Fund is not restricted with regard to
portfolio turnover. The Bank Stock Fund will make changes to its investment
portfolio if the Bank Stock Fund's investment adviser believes that business and
economic conditions or market prices indicate that it is in the best interests
of the Bank Stock Fund to do so. A high rate of portfolio turnover in any year
will increase brokerage commissions paid and could result in high amounts of
realized investment gain subject to the payment of taxes by shareholders. Any
realized net short-term capital gain will be taxed to shareholders as investment
income .

Also, the Bank Stock Fund's investment adviser may make short-term
investments when it believes these investments are in the best interest of the
Bank Stock Fund; see "-Temporary Investments."

Temporary Investments. Regardless of the Bank Stock Fund's other investment
strategies, the Bank Stock Fund may invest an unlimited amount of the Bank Stock
Fund's assets in cash and temporary investments for the following reasons:

- Cash management purposes, pending investment in compliance with the
Bank Stock Fund's investment objective and strategies;

- To pay distributions to shareholders;

- To meet its operating expenses and obligations to repurchase Bank
Stock Fund Shares; and

- To take a temporary defensive posture.

To the extent that the Bank Stock Fund invests in temporary investments, it may
not achieve its investment objective.

These temporary investments include:

- Short-term and medium-term obligations issued or guaranteed by the
U.S. government or its agencies or instrumentalities;

- Money market funds;

- Obligations of banks; and

- Repurchase agreements.

Investments in money market funds may subject shareholders to duplicative fees.

PRINCIPAL RISKS OF INVESTING IN THE BANK STOCK FUND

Shareholders may lose money.

The value of securities in the Bank Stock Fund's portfolio will go up and
down. Consequently, the price of Bank Stock Fund Shares may decline and
shareholders could lose money.
<PAGE>
The Bank Stock Fund may not be appropriate for all investors.

The Bank Stock Fund is not a complete investment program and, due to the
uncertainty inherent in all investments, there can be no assurance that the Bank
Stock Fund will achieve its investment objective. An investment in the Bank
Stock Fund may not be appropriate for all investors, given the risks described
below and elsewhere in this prospectus and in the Statement of Additional
Information. Investors should carefully consider their ability to assume these
risks before making an investment in the Bank Stock Fund.

The success of the Bank Stock Fund depends on the management experience and
skills of the Bank Stock Fund's portfolio manager.

Joseph M. McCloud, an officer and trustee of the Bank Stock Fund and an
officer and director of the Bank Stock Fund's investment adviser, is the person
primarily responsible for the day-to-day management of the Bank Stock Fund's
portfolio. Therefore, success of the Bank Stock Fund will depend largely upon
the management experience and skills of Mr. McCloud. Mr. McCloud does not have
experience in managing a portfolio of bank stocks.

Investments in community banks have risks of investing in small companies.

Because the Bank Stock Fund intends to invest in community banks, the Bank
Stock Fund may be exposed to the following small company investment risks:

- Community banks may be more vulnerable than larger companies to
adverse business or market developments, may have limited markets or
financial resources and may lack experienced management.

- Most community banks are not well-known to the investing public, do
not have significant institutional ownership and are followed by
relatively few securities analysts. As a result, there may be less
publicly available information concerning these banks compared to what
is available for larger companies.

- The securities of community banks may be more thinly traded than
securities of larger companies. Thinly traded securities may have
fewer market makers, wider spreads between their quoted bid and asked
prices and lower trading volumes, resulting in comparatively greater
price volatility and less liquidity than securities of larger
companies. The Bank Stock Fund may not be able to buy and sell
community bank securities at optimum prices.

Investments in banks have risk that changes in interest rates will adversely
affect bank profitability.

The profitability of banks is dependant to a large degree upon their net
interest income, which is the difference between interest earned from loans and
investments, on the one hand, and interest paid on deposits and borrowings on
the other. Recently, interest rate spreads have generally narrowed due to
changing market conditions and competitive pricing pressures, and there can be
no assurance that such interest rate spreads will not narrow even further. If
this happens, the price of Bank Stock Fund Shares may decline.

Investments in banks have risks that new legislation and regulation will reduce
profitability.

The concentration of the Bank Stock Fund's investments in the banking
industry will subject the Bank Stock Fund to risks in addition to those that
apply generally to equity investments including:

- The risk that legislative and regulatory developments may
significantly affect the banking industry as a whole and may subject
the Bank Stock Fund to greater market fluctuations than a fund that
does not concentrate in a particular industry;
<PAGE>
- The risk that the Federal Reserve may adjust interest rates and
adversely affect the profitability of banks;

- The risk that federal and state banking laws and regulations may limit
the ability of banks to compete geographically and restrict the
activities in which banks may engage; and

- The risk that federal and state banking laws and regulations may
permit other financial service providers to provide banking services.

Investments in community banks have risk of losing value due to local economic
downturns.

The profitability of community banks may be more dependant than companies
which serve a larger geographical region upon local and regional economic
conditions. Downturns in a regional or local economy or in the general business
cycle or depressed conditions in an industry, for example, may adversely affect
the quality or volume of a community bank's loan portfolio and the value of the
collateral, including real estate, held with respect to the loans. If this
happens to community banks in which the Bank Stock Fund is invested, the value
of Bank Stock Fund Shares may decline.

Investments in banks have risk of violating the Bank Holding Company Act of
1956.

If the Bank Stock Fund controls a bank, then the Bank Stock Fund must
register as a Bank Holding Company under the Bank Holding company Act of 1956.
The Bank Stock Fund would control a bank if:

- The Bank Stock Fund owned 25% or more of any class of voting
securities of the bank;

- The Bank Stock Fund controlled the election of a majority of the
direcrors or trustees of the bank; or

- The Federal Reserve board determined, after notice and opportunity for
hearing, that the Bank Stock Fund exercises a controlling influence
over the management or policy of the bank.

Under a safe harbor provision, if the Bank Stock Fund owns less than 5% of the
stock of a bank, then the Bank Stock Fund will not be in control of the bank. If
the Bank Stock Fund acquires more than 5% of the voting securities of a bank,
the Bank Stock Fund may be subjected to fines and penalties.

Illiquid securities may be sold at a discount.

If the Bank Stock Fund must sell illiquid securities in a short period of
time, the Bank Stock Fund may have to sell them at a discount. This risk will be
particularly acute when the Bank Stock Fund's operations require immediate cash
because the Bank Stock Fund may not have the time necessary to find a buyer who
is willing to pay full market price.

The year 2000 problem could adversely affect the value of Bank Stock Fund
Shares.

Many of the services provided to the Bank Stock Fund depend on the smooth
functioning of computer systems. Many systems in use today cannot distinguish
between the year 1900 and the year 2000. Failure of service systems to process
information properly could have an adverse impact on the Bank Stock Fund's
performance. The Bank Stock Fund's investment adviser, distributor, transfer
agent, custodian, and other key service providers have reported that each is
working toward mitigating the risks associated with the so-called "year 2000
problem". However, there can be no assurance that the problem will be corrected
in all respects and that the Bank Stock Fund will not be adversely affected.

The Bank Stock Fund's investment adviser will rely upon public filings and
other statements made by companies about their year 2000 readiness. The Bank
Stock Fund's investment adviser, of course, cannot audit each company and its
major suppliers to verify their year 2000 readiness. If a company in which the
Bank Stock Fund is invested is adversely affected by the year 2000 problem, it
is likely that the price of its security will also be adversely affected. A
decrease in the value of one or more of the Bank Stock Fund's portfolio holdings
will have a similar impact on the value of the Bank Stock Fund's shares.
<PAGE>

MANAGEMENT

The Bank Stock Fund's Investment Adviser

Advisory Services. Under the supervision and direction of the Bank Stock
Fund's board of trustees, Merlin Advisors, Inc. will:

- Manage the Bank Stock Fund's portfolio in compliance with the stated
policies of the Bank Stock Fund;

- Make investment decisions for the Bank Stock Fund and place the
purchase and sale orders for portfolio transactions;

- Furnish office facilities and clerical and administrative services;

- Pay the salaries of all officers and employees who are employed by
both Merlin Advisors and the Bank Stock Fund;

- Be responsible for the overall management of the business affairs of
the Bank Stock Fund, including the provision of personnel for record
keeping, the preparation of governmental reports and responding to
shareholder communications; and

- Pay all of the operating expenses of the Bank Stock Fund with the
exception of brokerage, taxes, interest, fees and expenses of
independent trustees of the Bank Stock Fund and extraordinary
expenses.

Merlin Advisors' Address. Merlin Advisors' address is 1200 Old Henderson
Road, Columbus, Ohio 43220.

Advisory Fee. The Bank Stock Fund has agreed to pay Merlin Advisors an
annual fee equal to 2.00% of the Bank Stock Fund's average daily net assets.

Person Primarily Responsible for Portfolio Management. Joseph M. McCloud is
the person primarily responsible for the day-to-day management of the Bank Stock
Fund's portfolio. Mr. McCloud has been a Vice President of Michael Patterson,
Inc. responsible for the firm's asset management division since February, 1998.
He was an equity trader for Quantum Capital from February, 1998 until March,
1998 and an equity trader for Banc One Securities Corp from November, 1996 until
February, 1998. From January, 1996 until July, 1996 Mr. McCloud was an employee
in Dean Witter Reynolds, Inc.'s marketing department. Before that, in February,
1994, Mr. McCloud founded Image Alchemy, Inc., a marketing company.

Interrelationships Between the Bank Stock Fund, Merlin Advisors and Michael
Patterson, Inc.

Michael W. Patterson and Joseph M. McCloud are affiliates of the Bank Stock
Fund, Merlin Advisors, the Bank Stock Fund's investment adviser, and Michael
Patterson, Inc., the Bank Stock Fund's distributor.

Mr. Patterson is a trustee, and the Chairman and Secretary of the Bank
Stock Fund. Mr. Patterson indirectly owns 55% of Merlin Advisors, and is a
director and the Chairman, Chief Executive Officer and Secretary of Merlin
Advisors. Mr. Patterson wholly owns Michael Patterson, Inc., and is a director
and the President, Chief Executive Officer, Chairman, Secretary and Treasurer of
Michael Patterson, Inc.

Mr. McCloud is a trustee and the Chairman and Secretary of the Bank Stock
Fund. Mr. McCloud indirectly owns 15% of Merlin Advisors, and is a director and
the President, Chief Financial Officer and Treasurer of Merlin Advisors. Mr.
McCloud is a Vice President of Michael Patterson, Inc.

<PAGE>
SHAREHOLDER INFORMATION

The Price of a Bank Stock Fund Share

The Price of a Bank Stock Fund Share. The purchase price of a Bank Stock
Fund Share is the net asset value of a Bank Stock Fund Share, as next determined
after receipt by the Bank Stock Fund's distributor of properly identified
purchase funds, plus any applicable sales charge. Please see the "Sales Charges"
section of this prospectus for information regarding sales charges. Broker-
dealers other than the Bank Stock Fund's distributor may charge investors an
additional fee if Bank Stock Fund Shares are purchased through them.

Calculation of a Bank Stock Fund Share's Net Asset Value. The net asset
value of a Bank Stock Fund Share is calculated by dividing the excess of the
Bank Stock Fund's assets, including accrued income, over any liabilities,
including estimated accrued expenses, by the number of shares outstanding,
rounded to the nearest cent. Net asset value per Bank Stock Fund Share is
determined as of the close of the close of the New York Stock Exchange (4:00
p.m. Eastern time) on each day that the exchange is open for business and on any
other day on which there is sufficient trading in the Bank Stock Fund's
portfolio securities to materially affect the net asset value.

Valuation of Portfolio Securities. Portfolio securities are valued
primarily on the basis of market quotations. When market quotations are not
available, the Bank Stock Fund's investment adviser believes that market
quotations do not accurately reflect current value or the securities are
restricted, the values of securities are determined in good faith by the Bank
Stock Fund's board of trustees.

Procedure for Purchasing Bank Stock Fund Shares

Minimum Investments. The minimum initial investment in Bank Stock Fund
Shares is $1,500. Once a shareholder has made an initial investment, the
shareholder may make additional purchases of $150 or more.

Shareholder Accounts. When a shareholder invests in the Bank Stock Fund,
Mutual Shareholder Services, Inc., the Bank Stock Fund's transfer agent, will
open an account for the shareholder. This account will contain any Bank Stock
Fund Shares that the shareholder purchases and all Bank Stock Fund Shares which
are paid to the shareholder as dividends or capital gains distributions. Each
shareholder is notified of the status of his account following each purchase or
sale transaction.

Initial Purchases. An investor may make an initial purchase of Bank Stock
Fund Shares by check or by wire.

In order to purchase Bank Stock Fund Shares by check, an investor must:

- Complete and sign the Account Application which accompanies this
Prospectus; and

- Mail the Account Application and a check payable to the Merlin Funds
Group for the initial investment to Mutual Shareholder Services, Inc.,
The Tower at Erieview, 36th Floor, 1301 East Ninth Street, Cleveland,
Ohio 44114.

In order to purchase Bank Stock Fund Shares by wire, an investor must:

- Complete and sign the Account Application which accompanies this
Prospectus;

- Fax the Account Application to Mutual Shareholder Services, Inc. at [
]; and
<PAGE>
- Advise the investor's bank or broker to transmit the payment for
the initial investment via Federal Reserve Wire System to: [
].

Any wire must be accompanied by the investor's name and account number. Prior to
wiring any funds, an investor should call Mutual Shareholder Services, Inc. at
(216) 687-1000 in order to obtain the necessary account number and to receive
additional instructions. The investor's bank may charge the investor a fee for
the wire transfer.

Additional Purchases. Shareholders may also make additional purchases of
Bank Stock Fund Shares by check or wire.

In order to make an additional purchase by check, the shareholder must mail
a check, in the amount of the additional purchase and payable to the Merlin
Funds Group, and the stub or sales confirmation from the shareholder's previous
purchase to Mutual Shareholder Services, Inc., The Tower at Erieview, 36th
Floor, 1301 East Ninth Street, Cleveland, Ohio 44114.

In order to make an additional purchase by wire, the shareholder should
follow the wire instructions for initial purchases. However, the shareholder
should not complete or deliver a new Account Application.

Systematic Investment Plan. The systematic investment plan permits
investors to purchase Bank Stock Fund Shares at monthly intervals. Provided the
investor's bank or other financial institution allows automatic withdrawals,
Bank Stock Fund Shares may be purchased by transferring funds from the account
designated by the investor. At the investor's option, the investor's account
will be debited in the amount specified by the investor to purchase Bank Stock
Fund Shares once a month. The investor's account must be with a domestic
financial institution which is an Automated Clearing House member. Investors
desiring to participate in the systematic investment plan should call Mutual
Shareholder Services, Inc. at (216) 687-1000 to obtain appropriate forms. The
systematic investment plan does not assure a profit and does not protect a
shareholder against loss.

Non-Payment by Investors. The Bank Stock Fund reserves the right to reject
any order and cancel any order because of non-payment by the investor. If an
order is canceled because of non-payment, the investor will be responsible for
any related loss that the Bank Stock Fund incurs. If the investor is already a
shareholder, the Bank Stock Fund may redeem the investor's Bank Stock Fund
Shares from the investor's account as reimbursement for losses resulting from
the investor's non-payment.

Purchases Over $50,000. The Bank Stock Fund may, in its sole discretion,
require that an investor purchasing more than $50,000 of Bank Stock Fund Shares
make payment by wire, cashier's check or certified check.

Redemption of Bank Stock Fund Shares

Redemption Price. The Bank Stock Fund will redeem each Bank Stock Fund
Share offered by a shareholder for redemption at the net asset value per Bank
Stock Fund Share next determined after receipt of the redemption request, if in
good order, by the Bank Stock Fund's transfer agent. Because the net asset value
of Bank Stock Fund Shares will fluctuate as a result of changes in the market
value of securities owned by the Bank Stock Fund, the amount a shareholder
receives upon redemption may be more or less than the amount paid for the
shares.

Redemption Proceeds. The Bank Stock Fund will mail redemption proceeds to
the shareholder's registered address of record unless the shareholder requests
that the redemption proceeds be transmitted by wire to the shareholder's
pre-designated account at a domestic bank. The Bank Stock Fund will not wire
redemption proceeds in an amount less than $5,000. If the Bank Stock Fund wires
redemption proceeds to a shareholder, the shareholder must pay the cost of the
wire. If the shareholder purchased Bank Stock Fund Shares by check, the check
must clear before the Bank Stock Fund will deliver redemption proceeds to the
shareholder. A shareholder may avoid this delay by purchasing Bank Stock Fund
Shares by wire, cashier's check or certified check
<PAGE>
Redemption by Mail. Bank Stock Fund Shares may be redeemed by mail by
writing directly to the Bank Stock Funds' transfer agent, Mutual Shareholder
Services, Inc., at The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114. The redemption request must be signed exactly as the
shareholder's name appears on the registration form, with the signature
guaranteed, and must include the shareholder's account number. If Bank Stock
Fund Shares are owned by more than one person, the redemption request for those
shares must be signed by all owners exactly as their names appear on the
registration.

If a shareholder's Bank Stock Fund Shares are represented by a certificate,
the certificate must accompany the redemption request and must be endorsed as
registered with a signature guarantee. Additional documents may be required for
registered certificates owned by corporations, executors, administrators,
trustees or guardians. The Bank Stock Fund's transfer agent will not process a
redemption request until the transfer agent has received all of the necessary
documents in proper form. Shareholders may call Mutual Shareholder Services,
Inc. at (216) 687-1000 for help in obtaining all of the necessary documents and
in completing the documents correctly.

A shareholder may obtain a signature guarantee from a bank, broker-dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency or savings association. A notary public is not an
acceptable guarantor. The Bank Stock Fund may, in its sole discretion, waive
signature guarantee requirements on a case-by-case basis.

Redemption By Telephone. A shareholder may redeem Bank Stock Fund Shares by
telephone by calling Mutual Shareholder Services, Inc. at (216) 687-1000 between
9:00 A.M. and 4:00 P.M. Eastern time on any day the New York Stock Exchange is
open for trading. To redeem Bank Stock Fund Shares by telephone, a shareholder
must make the election to do so on the initial application form or on other
forms prescribed by the Bank Stock Fund. Shareholders may obtain these forms by
calling Mutual Shareholder Services, Inc. at (216) 687-1000. These forms contain
a space for the shareholder to supply his own four digit identification number.
The shareholder must give this identification number when requesting redemption
by telephone. The Bank Stock Fund will not be liable for following instructions
communicated by telephone that the Bank Stock Fund reasonably believes to be
genuine. If the Bank Stock Fund fails to employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, the Bank Stock Fund may
be liable for any losses due to unauthorized or fraudulent instructions. Any
changes or exceptions to the original election must be made in writing with
signature guaranteed, and will be effective upon receipt by the Bank Stock
Fund's transfer agent. Mutual Shareholder Services, Inc. reserves the right to
refuse any telephone instructions and may discontinue the aforementioned
redemption option without notice. The minimum telephone redemption is $1,000.

Other Information Concerning Redemption. The Bank Stock Fund reserves the
right to take up to seven days to pay redemption proceeds if, in the judgment of
the Bank Stock Fund's investment adviser, the Bank Stock Fund could be affected
adversely by immediate payment. In addition, shareholders' rights of redemption
may be suspended or the date of payment postponed:

- For any period during which the New York Stock Exchange is closed,
other than for customary week-end and holiday closings;

- When trading in the markets that the Bank Stock Fund normally
utilizes is restricted, or when an emergency, as defined by the rules
and regulations of the SEC, exists, making disposal of the Bank Stock
Fund's investments or determination of its net asset value
impracticable; or

- For any other periods the SEC permits by order for the protection
of shareholders.

Due to the high cost of maintaining accounts, the Bank Stock Fund has the
right to redeem, upon at least 30 days' written notice to the shareholder, all
of a shareholder's Bank Stock Fund Shares if, through redemptions, the
shareholder's account has a net asset value of less than $1,000. During the
period after receipt of notice and prior to the date of the involuntary
redemption, the shareholder may avoid the involuntary redemption by purchasing
additional Bank Stock Fund Shares and raising the net asset value of the
shareholder's account to at least $1,000.
<PAGE>
Dividends and Distributions by the Bank Stock Fund

The Bank Stock Fund intends to distribute net realized capital gains,
including net realized short-term capital gains, if any, and net investment
income, if any, at least annually. There can be no assurance that the Bank Stock
Fund will earn income, realize capital gains, or ever pay a dividend.

All dividends paid to each shareholder by the Bank Stock Fund will be
reinvested automatically at net asset value in additional Bank Stock Fund Shares
unless the shareholder has delivered to the Bank Stock Fund a written election
to receive dividends in cash.

Taxation

General. As with any investment, investments in Bank Stock Fund Shares
could have tax consequences for shareholders. Potential investors should
consider these tax consequences.

Taxes on Distributions. Distributions shareholders receive from the Bank
Stock Fund are subject to federal income tax, and may also be subject to state
or local taxes.

For federal tax purposes, the Bank Stock Fund's dividends and distributions
of short-term capital gains are taxable to shareholders as ordinary income. The
Bank Stock Fund's distributions of long-term capital gains are taxable to
shareholders generally as capital gains.

If an investor buys Bank Stock Fund Shares when the Bank Stock Fund has
realized but not yet distributed income or capital gains, the investor will be
"buying a dividend" by paying full price for the shares and then receiving a
portion of the price back in the form of a taxable distribution.

Any taxable distributions shareholders receive from the Bank Stock Fund
will normally be taxable to shareholders when they receive them, regardless of
whether the distributions are in cash or in additional Bank Stock Fund Shares.

Taxes on Transactions. Redemptions of Bank Stock Fund Shares, including
exchanges, may result in a capital gain or loss for federal tax purposes. A
capital gain or loss on a shareholder's investment in the Bank Stock Fund is the
difference between the cost of the shareholder's shares and the price the
shareholder receives when the shareholder sells them.
<PAGE>

SALES CHARGES

Sales Load

Except in circumstances described below, shareholders must pay a front-end
sales load at the time of each purchase of Bank Stock Fund Shares. The front-end
sales load is calculated as a percentage of the net asset value of the Bank
Stock Fund Shares purchased, which percentage decreases as the dollar value of
the shares purchased increases. The term "offering price" includes the front-end
sales load.

The current sales charge rates and commissions paid to selected dealers are
as follows:

Sales Load as % of:
<TABLE>
<S> <C> <C> <C>
Amount of
Investment NAV Net Amount Invested
Dealer Reallowance (at NAV)
Less than $100,000 3.00% 3.09% 2.50%
$100,000 but less than $250,000 2.75% 2.83% 2.25%
$250,000 but less than $500,000 2.25% 2.30% 1.75%
$500,000 but less than $750,000 1.75% 1.78% 1.25%
$750,000 but less than $1,000,000 1.25% 1.27% 0.75%
$1,000,000 or more NONE*
</TABLE>
*No sales charge is imposed on purchases of Bank Stock Fund Shares of $1,000,000
or more. A contingent deferred sales charge of 1% is imposed if these Bank Stock
Fund Shares are sold sooner than one year after purchase.

The Bank Stock Fund's distributor may charge a reallowance to dealers and
may also compensate dealers out of its own assets. The Bank Stock Fund's
distributor retains the entire sales load on all direct initial investments in
the Bank Stock Fund and on all investments in accounts with no dealer of record.

The Bank Stock Fund will waive the sales charge for:

- Individuals who are affiliated with the Bank Stock Fund's investment
adviser;

- Employees of the Bank Stock Fund's investment adviser and the Bank
Stock Fund's other service providers, and their immediate family
members; and

- Fee-based financial planners or employee benefit plan consultants
acting for the accounts of their clients.

These waivers are intended to encourage people associated with the Bank
Stock Fund to invest in the Bank Stock Fund and to avoid duplicative fees for
potential investors.

Sales Load Reductions.

If a shareholder intends to purchase $100,000 or more in Bank Stock Fund
Shares over a period of time up to 13 months, the shareholder may agree to do so
in a letter of intent. At the time of each purchase related to a letter of
intent, the shareholder must deliver payment of the full sales load for that
purchase as described above under the heading "Sales Charges-Sales Load."
However, the Bank Stock Fund's custodian will hold the excess of these sales
load payments over the sales load which would have been charged on the total
purchase described in the letter of intent in an escrow account. If the
shareholder complies with all of the terms of the letter of intent, this excess
will be refunded to the shareholder.
<PAGE>
A Shareholder who makes the election described in this section and submits
a letter of intent is not obligated to purchase the amount specified in the
letter of intent. However, if the shareholder does not comply with the terms of
the letter of intent, the custodian will not refund the escrowed funds to the
shareholder and will treat the escrowed funds as sales loads collected.

Right of Accumulation

A shareholder may add the value of any Bank Stock Fund Shares which the
shareholder already owns for the purpose of calculating the sales charge at the
time of a subsequent purchase. A shareholder must notify the shareholder's
broker or the Bank Stock Fund's transfer agent at the time of purchase to
qualify for this treatment.

12b-1 Fees

The Bank Stock Fund has a Distribution and Shareholder Servicing Plan as
permitted by Rule 12b-1 under the Investment Company Act of 1940. Under the
Distribution and Shareholder Servicing Plan, the Bank Stock Fund pays Michael
Patterson, Inc., the Bank Stock Fund's distributor, shareholder services and
distribution fees at the annual rate of 0.50% of the Bank Stock Fund's average
net assets.

Because these fees are paid out of the Bank Stock Fund's assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.

SERVICE PROVIDERS

Merlin Advisors, Inc., located at 1200 Old Henderson Road, Columbus, Ohio
43220, is the Bank Stock Fund's investment adviser.

Star Bank, N.A., located at 425 Walnut Street, Cincinnati, Ohio 45201, is
the custodian for the Bank Stock Fund's securities and cash.

Mutual Shareholder Services, Inc., located at The Tower at Erieview, 36th
Floor, 1301 East Ninth Street, Cleveland, Ohio 44114, is the Bank Stock Fund's
transfer agent.

Michael Patterson, Inc., located at 1200 Old Henderson Road, Columbus, Ohio
43220, is the distributor of the Bank Stock Fund Shares.

McCurdy & Associates C.P.A.'s, Inc., located at 27955 Clemens Road,
Westlake, Ohio 44145, are the Bank Stock Fund's independent accountants.

Benesch, Friedlander, Coplan & Aronoff LLP, located at 88 East Broad
Street, 9th Floor, Columbus, Ohio 43215, is legal counsel to the Bank Stock
Fund, Merlin Funds Group and Merlin Advisors.
<PAGE>
APPENDIX A

DESCRIPTION OF STANDARD & POOR'S PREFERRED STOCK RATINGS

AAA - This is the highest rating that may be assigned to a preferred
stock issue and indicates an extremely strong capacity to pay the preferred
stock obligations.

AA - A preferred stock issue rated AA also qualifies as a high-quality
fixed income security. The capacity to pay preferred stock obligations is
very strong, although not as overwhelming as for issues rated AAA.

A - An issue rated A is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions.

BBB - An issue rated BBB is regarded as backed by an adequate capacity
to pay the preferred stock obligations. Although it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to make
payments for preferred stock in this category than for issues in the A
category.

BB, B, CCC - Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity
to pay preferred stock obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation. While these issues
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse
conditions.

CC - The rating CC is reserved for a preferred stock issue in arrears
on dividends or sinking fund payments but that is currently paying.

C - A preferred stock rated C is a non-paying issue.

To provide more detailed indications of preferred stock quality, the
rating from AA to CCC may be modified by the addition of a plus (+) or a
minus (-) sign to show the relative standing within the major rating
categories.
<PAGE>

TABLE OF CONTENTS
Page

SUMMARY OF INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT 1
STRATEGIES AND PRINCIPALRISKS

FEES AND EXPENSES OF THE BANK STOCK FUND 2

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES 3

PRINCIPAL RISKS OF INVESTING IN THE BANK STOCK FUND 4

MANAGEMENT 7

SHAREHOLDER INFORMATION 8

SALES CHARGES 12

SERVICE PROVIDERS 13

The Statement of Additional Information dated [ ], 1999 contains additional
information about the Bank Stock Fund and is incorporated by reference into this
prospectus. The Statement of Additional Information is available without charge
upon request. Shareholders may call the Bank Stock Fund collect at (877)
289-2330 to request the Statement of Additional Information, to request other
information about the Bank Stock Fund and to make shareholder inquiries.

You may review and copy information about the Bank Stock Fund, including
the Statement of Additional Information, at the SEC's Public Reference Room in
Washington, DC 20549-6009. You may obtain information about the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Reports and other
information about the Bank Stock Fund are available on the SEC's Internet site
at http://www.sec.gov and copies of this information may be obtained, upon
payment of a duplicating fee, by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-6009.

The Merlin Funds Group
1200 Old Henderson Road
Columbus, Ohio 43220
(614) 451-5806

The Bank Stock Fund's Investment Company Act File Number is [
<PAGE>
].
STATEMENT OF ADDITIONAL INFORMATION ____________, 1999

MERLIN US COMMUNITY BANK STOCK FUND
1200 Old Henderson Road
Columbus, Ohio
(614) 451-5806

Merlin US Community Bank Stock Fund is a diversified portfolio of Merlin Funds
Group, an open-end management investment company. The investment objective of
the Bank Stock Fund is to obtain long term capital growth. This Statement of
Additional Information is not a prospectus. A copy of the Bank Stock Funds'
prospectus can be obtained from the Fund's distributor, Michael Patterson, Inc.,
at 1200 Old Henderson Road, Columbus, Ohio 43220, telephone number (614) 451-
5806.

Information from the prospectus is incorporated by reference into this
Statement of Additional Information as specifically noted herein.

The date of this Statement of Additional Information and of the prospectus to
which it relates is ___________, 1999.
<PAGE>
TABLE OF CONTENTS

CAPTION PAGE LOCATION IN PROSPECTUS

General Information and Bank 3 Not Applicable
Stock Fund History

Investments and Risks 3 "Summary of Investment Objective,
Principal Investment Strategies and
Principal Risks,"
"Investment Objective and Principal
Investment Strategies," and
"Principal Risks of Investing in
the Bank Stock Fund"

Management of the Bank Stock 7 "Management-The Bank Stock Fund's
Fund Investment Advisor," "Sales
Charges-Sales Load and "Service
Providers"

Ownership of Bank Stock Fund Shares 9 Not Applicable

Investment Advisory and Other 9 "Management-The Bank Stock Funds
Services Investment Advisor," "Sales
Charges" and "Servic Providers"

Brokerage Allocation 11 Not Applicable

Capital Stock and Other Securities 12 Not Applicable

Purchase, Redemption and Pricing 13 "Shareholder Information-The
of Shares Price of a Bank Stock Fund Share,"
"Shareholder Information-Procedure
for Purchasing Bank Stock Fund
Shares" and"Shareholder
Information-Redemption of Bank
Stock Fund Shares"

Taxation of the Bank Stock Fund 13 Not Applicable

Distributor 14 "Sales Charges"

Performance 14 Not Applicable

Financial Statements 15 Not Applicable
<PAGE>
GENERAL INFORMATION AND BANK STOCK FUND HISTORY

Merlin Funds Group, an open-end investment management company, was organized
as a business trust under the laws of the State of Delaware by the filing of a
Certificate of Trust on February 3, 1999 with the Secretary of State of the
State of Delaware.

The Bank Stock Fund is a diversified portfolio of Merlin Funds Group. The
investment objective of the Bank Stock Fund is long-term capital growth.

To provide the initial capitalization for the Merlin Funds Group, [describe
initial capitalization once completed.]

INVESTMENTS AND RISKS

Investment Strategies and Risks

The principal investment strategies used by the Bank Stock Fund to pursue its
investment objective, together with the principal risks of investing in the Bank
Stock Fund, are described in the Bank Stock Fund's prospectus under the headings
"Investment Objective and Principal Investment Strategies" and "Principal Risks
of Investing in the Bank Stock Fund".

The Bank Stock Fund has also adopted the following investment strategies to be
used by the Bank Stock Fund's investment adviser in managing the Bank Stock Fund
that are not principal strategies:

Warrants and Stock Purchase Rights. The Bank Stock Fund may invest in warrants
to purchase equity securities and stock purchase rights. Owners of warrants
and stock purchase rights have the right to buy specified securities at a set
price.

Options on Securities and Securities Indices. The Bank Stock Fund may write
and purchase call and put options on securities and securities indices. The
value of options purchased by the Bank Stock Fund, together with the
obligations of the Bank Stock Fund under options written by the Bank Stock
Fund, other than options written or purchased for hedging purposes and call
options written "against-the-box", will not exceed 5% of the Bank Stock Fund's
total assets at the time of the writing or purchase.

A call option written by the Bank Stock Fund obligates the Bank Stock
Fund to sell specified securities to the owner of the option at a specified
price if the option is exercised by the owner on or before the expiration
date. A put written by the Bank Stock Fund obligates the Bank Stock Fund to
purchase specified securities from the option owner at a specified price if
the option is exercised by the owner on or before the expiration date.

Repurchase Agreements. The Bank Stock Fund may enter repurchase agreements
with broker-dealers, banks and other financial institutions. A repurchase
agreement is a contract which requires the Bank Stock Fund, against receipt of
securities of at least equal value, to advance a specified amount of money to
a financial institution which agrees to reacquire the securities at an agreed
upon time and price. Repurchase agreements, which are usually for periods of
one week or less, enable the Bank Stock Fund to invest its cash reserves at
fixed rates of return. The Bank Stock Fund may enter into repurchase
agreements, but only if the Bank Stock Fund deposits securities, with its
custodian, having a market value equal to the Bank Stock Fund's repurchase
obligation. To minimize the risk of loss, the Bank Stock Fund will only enter
into repurchase agreements with persons the Bank Stock Fund's investment
adviser considers creditworthy.

The investment strategies described above will expose the Bank Stock Fund to
the following risks in addition to the risks described in the Bank Stock Fund's
prospectus under the heading "Principal Risks of Investing in the Bank Stock
Fund":
<PAGE>
Warrants and stock purchase rights may be riskier than common stock and lose
their value entirely if not exercised on or before their expiration dates.
Generally, owners of warrants and stock purchase rights do not have a right to
dividends or a right to participate in shareholder votes, and do not have
rights in the assets of the issuer. As a result, investments in warrants and
stock purchases rights may be considered riskier than investments which give
owners rights to receive payments or to participate in shareholder votes, or
give owners interests in the issuer's assets. In addition, the value of
warrants and stock purchase rights do not necessarily change with the value of
the underlying securities, and they cease to have value if they are not
exercised by their expiration date.

Investments in options require special skills and may not have an active
trading market. The writing and purchasing of options is a highly specialized
activity which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. The successful use
of options depends in part on the Bank Stock Fund's investment adviser's
ability to predict future price fluctuations and the degree of correlation
between the options and securities markets.

There is no assurance that a liquid secondary market on an options
exchange will exist for any exchange-traded option at any particular time. If
the Bank Stock Fund is unable to effect a closing purchase transaction with
respect to covered options it has written, the Bank Stock Fund will not be
able to sell the underlying securities or dispose of assets held in a
segregated account until the options expire or are exercised. Similarly, if
the Bank Stock Fund is unable to effect a closing sale transaction with
respect to options it has purchased, the Bank Stock Fund must exercise the
options and incur transaction costs before realizing any profit. Reasons for
the absence of a liquid secondary market on an exchange include:

- There may be insufficient trading interest in the options;

- Restrictions may be imposed by an exchange;

- Trading halts, suspensions or other restrictions may be imposed;

- Unusual or unforeseen circumstances may interrupt normal operation
on an exchange;

- The facilities of an exchange or the Options Clearing Corporation may
not be adequate to handle current trading volume; or

- One or more exchanges could discontinue the trading of options, and the
secondary market on that exchange would cease to exist.

The Bank Stock Fund may purchase and sell options that are traded
over-the-counter. The market for over-the-counter options is more limited than
the market for exchange-traded options and may involve the risk that
broker-dealers participating in these transactions will not fulfill their
obligations.

Repurchase agreements pose a credit risk. An investment in a repurchase
agreement has the risk that the other party to the agreement will not fulfill
its obligation to repurchase the subject securities. This would cause the Bank
Stock Fund to incur a loss, as well as legal expense, if the value of the
securities decline before the Bank Stock Fund liquidated the securities.

Options, warrants and stock purchase rights are derivative securities which
may lose value due to illiquidity, or changes in interest rates and stock
prices. The Bank Stock Fund may purchase or sell options and invest in
warrants and stock purchase rights, all of which are derivative securities.
Derivative securities derive their value from a different underlying security,
index or financial indicator. The use of derivative instruments exposes the
Bank Stock Fund to additional risks and transaction costs. Risks inherent to
the use of derivative instruments include:

- The risk that interest rates, securities prices and currency markets will
not move in the direction anticipated by the Bank Stock Fund's investment
adviser;

- Imperfect correlation between the price of the derivative instrument and
movements in the prices of the securities, interest rates or currencies
being hedged;
<PAGE>
- The fact that skills needed to use these strategies are different than
those needed to select equity securities;

- The possible absence of a liquid secondary market for any particular
instrument and possible exchange imposed price fluctuation limits, either
of which may make it difficult or impossible to close out a position when
desired;

- Leverage risk, that is, the risk that adverse price movements in an
instrument can result in a loss substantially greater than the Bank Stock
Fund's initial investment in that instrument and, in some cases, the
potential loss is unlimited; and

- Inability to close out hedged positions to avoid adverese consequences.

Fund Policies

The Bank Stock Fund has adopted the following fundamental investment policies
and restrictions. These policies cannot be changed without approval by the
owners of a majority of the outstanding voting securities of the Bank Stock
Fund. As defined in the Investment Company Act of 1940, the "vote of a majority
of the outstanding voting securities" of the Bank Stock Fund means the lesser of
the vote of (a) 67% of the Bank Stock Fund Shares at a meeting where more than
50% of the outstanding Bank Stock Fund Shares are present in person or by proxy
or (b) more than 50% of the outstanding Bank Stock Fund Shares. Without approval
by the vote of a majority of the outstanding voting securities of the Fund, the
Bank Stock Fund may not:

1. Lend money or securities, provided that the making of interest-bearing
demand deposits with banks compatible with the Bank Stock Fund's investment
objective strategies and policies are not prohibited.

2. Borrow money except (a) from a bank, provided that there is an asset
coverage of 300% for all borrowings of the Bank Stock Fund; or (b) from a bank
or other persons for temporary purposes only, provided that these temporary
borrowings amount to less than 5% of the Bank Stock Fund's net assets when the
borrowing is made.

3. Invest in commodities or commodity futures contracts or in real
estate, although it may invest in securities which are secured by real estate
and securities of issuers which invest or deal in real estate.

4. Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the securities of issuers
which invest in or sponsor these programs.

5. Underwrite securities issued by others except to the extent the Bank
Stock Fund may be deemed to be an underwriter, under the federal securities
laws, in connection with the disposition of the Bank Stock Fund's portfolio
securities.

6. Issue senior securities of the Bank Stock Fund. This limitation is not
applicable to activities that may be deemed to involve the issuance or sale of
a senior security by the Bank Stock Fund, provided that the Bank Stock Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, the rules and regulations promulgated
thereunder or interpretations of the SEC and (b) as described in the Bank
Stock Fund's prospectus and this Statement of Additional Information.

7. Invest more than 5% of the value of its total assets in the securities
of any one issuer (except obligations issued or guaranteed by the United
States Government, its agencies and instrumentalities).

8. Acquire more than 5% of the outstanding voting securities of any
issuer.

If a percentage restriction is adhered to at the time the action is taken by the
Bank Stock Fund, a later increase or decrease in the percentage beyond the
specified limit resulting from a change in values or net assets will not be
considered a violation.
<PAGE>
The following investment policies are not fundamental and they may be changed
without shareholder approval:

1. The Bank Stock Fund will invest at least 70% of its total assets in
publicly traded equity securities of community banks.

2. The Bank Stock Fund will not purchase securities on margin except to
obtain short-term credits necessary for the clearance of transactions.

3. The Bank Stock Fund will not write or purchase call and put options on
securities and securities indices with an aggregate value, excluding the value
of options written or purchased for hedging purposes and call options written
against-the-box, in excess of 5% of the Bank Stock Fund's total assets at the
time of the purchase or writing.

Defensive Investments

The information in the Bank Stock Fund's prospectus under the caption
"Investment Objective and Principal Investment Strategies-Principal Investment
Strategies and Types of Securities; Temporary Investments" is incorporated
herein by reference.
<PAGE>

MANAGEMENT OF THE BANK STOCK FUND

Responsibilities

The business and affairs of the Bank Stock Fund are managed by or under the
direction of the Bank Stock Fund's board of trustees. The day-to-day operations
of the Bank Stock Fund are conducted by the Bank Stock Fund's officers.

Biographical Information

The following table provides biographical information with respect to each
current trustee and officer of the Bank Stock Fund. Each trustee who is or may
be deemed to be an "interested person" of the Bank Stock Fund, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.

Position(s) Held Principal Occupation(s)
Name, Address and Age with the Bank During Past Five (5)
Stock Fund Years

Michael W. Patterson* Trustee; President, Chief Executive
1200 Old Henderson Road Chairman; Officer, Chairman, Secretary
Columbus, Ohio 43220 Secretary and Treasurer of Michael
Age: 31 Patterson, Inc. (a registered
broker/dealer) since
November, 1997; Registered
Representative for Quantum
Capital Corp. (a registered
broker/dealer) from December
1996 until March, 1998;
Registered Representative for
Hamilton Shea Group (a
registered broker/dealer)
from April, 1995 until
December, 1996; Registered
Representative for Diversified
Capital Markets (a
registered broker/dealer)
form May, 1993 until April,
1995; and a Registered
Representative for M.C.
Capital Corp. (a registered
broker/dealer) from February
1991 until May, 1993.

Joseph M. McCloud Trustee; Vice President of Michael
1200 Old Henderson Road President; Patterson, Inc.(broker/dealer)
Columbus, Ohio 43220 Treasurer since February, 1998; Equity
trade for Quantum Capital
(broker/dealer) from February,
1998 until March 1998;
Equity trader for Banc One
Securities Corp.(broker/
dealer) from November, 1996
until February,1998; Marketin
associate for Dean Witter
Reynolds, Inc. (broker/dealer)
from January, 1996 until July,
1996; Mr. McCloud formed
Image Alchemy Inc.(Internet
services company) from
February 1994, which he
operated until January, 1996.

[ ] Trustee [ ]

Trustees and Officers Who Hold Positions with the Bank Stock Fund's Investment
Adviser and Distributor

No officer, director or employee of Merlin Advisors, Inc., the Bank Stock
Fund's investment adviser, receives any compensation from the Bank Stock Fund
for serving as an officer or trustee of the Bank Stock Fund. Merlin Advisors
will pay, out of the advisory fee it receives from the Bank Stock Fund, each
trustee who is not an interested person in Merlin Advisors the following fees
for each board of trustees or shareholders meeting attended: $100 per meeting if
net assets of the Bank Stock Fund are under $10,000,000; $200 per meeting if net
assets of the Bank Stock Fund are between $10,000,000 and $50,000,000; and $300
per meeting if net assets of the Bank Stock Fund are over $50,000,000. The
estimated fees payable to the trustees for the current fiscal year, which are
the only compensation or benefits payable to trustees, are summarized in the
following table:

Compensation Table

Aggregate Total
Compensation Compensation
from Bank From Bank Stock
Stock Fund* Fund
Payable to
Trustees*

Michael W. Patterson $0 $0

Joseph M McCloud $0 $0

[ ] $400 $400

*Estimated fees for current fiscal year.

Sales Load Waiver

The information in the Bank Stock Fund's prospectus under the caption "Sales
Charges-Sales Load" is incorporated herein by reference.
<PAGE>
OWNERSHIP OF BANK STOCK FUND SHARES

The following table sets forth, as of , 1999, certain information with respect
to the beneficial ownership of Bank Stock Fund Shares by (A) each person who is
the record owner, or is known to the Bank Stock Fund to beneficially own, 5% or
more of the outstanding Bank Stock Fund Shares and (B) the officers and trustees
of the Bank Stock Fund as a group. As of , 1999, there were [15,000] Bank Stock
Fund Shares issued and outstanding.

Beneficial Owner Number of Percent
Shares of Class
Beneficially
Owned
[ ] [ ] [ ]

[ ] [ ] [ ]

All officers and trustees 0 (z)
as a group
(5 persons)

(z) Less than 1%.

[Disclose any control (25% or more) owners. State in table whether beneficially
owns or owner of record.]

INVESTMENT ADVISORY AND OTHER SERVICES

Control Persons of Merlin Advisors, Inc. and Affiliates Common to the Adviser
and the Trust

Investment Adviser

The information in the Bank Stock Fund's prospectus under the captions
"Management-The Bank Stock Fund's Investment Adviser" and "Management-
Interrelationships Between the Bank Stock Fund, Merlin Advisors and Michael
Patterson, Inc." is incorporated herein by reference.

Distributor

Michael Patterson, Inc. is the distributor of Bank Stock Fund Shares under
the terms of a distribution agreement dated ________, 1999 between Michael
Patterson, Inc. and the Bank Stock Fund. Michael Patterson, Inc.'s principal
business address is 1200 Old Henderson Road, Columbus, Ohio 43220.
<PAGE>
The information in the Bank Stock Fund's prospectus under the caption
"Management-Interrelationships Between the Bank Stock Fund, Merlin Advisors and
Michael Patterson, Inc." is incorporated herein by reference.

Distribution Plan

The Bank Stock Fund has a Distribution and Shareholder Servicing Plan as
permitted by Rule 12b-1 under the Investment Company Act of 1940. Under the
Distribution and Shareholder Servicing Plan, the Bank Stock Fund pays Michael
Patterson, Inc. shareholder services and distribution fees at the annual rate of
0.50% of the Bank Stock Fund's average net assets.

Michael Patterson, Inc. uses this fee to pay administration, shareholder
services and distribution assistance costs incurred to service the Bank Stock
Fund, including, but not limited to:

- Compensation to securities dealers and other persons for providing
distribution assistance with respect to Bank Stock Fund Shares;

- Compensation to dealers and other person providing distribution
assistance for providing administration, accounting and other shareholder
services with respect to Bank Stock Fund Shares; and

- Otherwise promoting the sale of Bank Stock Fund Shares, including paying
for the preparation of advertising and sales literature and the printing
and distribution of such materials to prospective Bank Stock Fund
investors.

However, Michael Patterson, Inc. will be paid the full amount of this fee
regardless of the amount of Michael Patterson, Inc.'s expenses.

The information in the Bank Stock Fund's prospectus under the caption
"Management-Interrelationships Between the Bank Stock Fund, Merlin Advisors and
Michael Patterson, Inc." is incorporated herein by reference. Because of their
relationships with Michael Patterson, Inc., Michael W. Patterson and Joseph M.
McCloud have personal financial interests in the operation of the Distribution
and Shareholder Servicing Plan.

Other Service Providers

The Bank Stock Fund has entered into an Administration Agreement with Mutual
Shareholder Services, Inc. wherein Mutual Shareholder Services, Inc. has agreed
to act as the Bank Stock Fund's Transfer, Redemption and Dividend Disbursing
Agent. As such, Mutual Shareholder Services, Inc. maintains the Bank Stock
Fund's official record of shareholders and is responsible for crediting
dividends to shareholders' accounts. In consideration of such services, the Bank
Stock Fund pays Mutual Shareholder Services, Inc. an annual fee, paid monthly,
equal to [$______] per shareholder account (with a monthly minimum of [$_____])
plus [$_____] per month for each state in which the Bank Stock Fund is
registered under such state's securities laws, plus out-of-pocket expenses. In
addition, the Bank Stock Fund has entered into an Accounting Services Agreement
with Mutual Shareholder Services, Inc. pursuant to which Mutual Shareholder
Services has agreed to provide portfolio pricing and related services, for the
payment of an annual fee of [$____] for the first $25,000,000 in net assets,
[$______] for the next $25,000,000 in net assets and [$________] for each
additional $25,000,000 in net assets, plus out-of-pocket expenses.

Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, serves as the Bank
Stock Fund's custodian. As custodian, Star Bank maintains custody of the Bank
Stock Fund's cash and portfolio securities.

McCurdy & Associates C.P.A.'s, Inc., independent certified public accountants
located at 27955 Clemens Road, Westlake, Ohio 44145, has been selected as
auditors for the Bank Stock Fund. In this capacity, McCurdy & Associates
C.P.A.'s, Inc. periodically reviews the accounting and financial records of the
Bank Stock Fund and examines its financial statements.
<PAGE>
Dealer Reallowances

The information in the Bank Stock Fund's prospectus under the caption "Sales
Charges-Sales Load" is incorporated herein by reference.

BROKERAGE ALLOCATION

Types of Fees. Transactions on stock exchanges involve the payment of
negotiated brokerage commissions. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price of
those securities includes an undisclosed commission or mark-up. The cost of
securities purchased from underwriters includes an underwriting commission or
concession, and the prices at which securities are purchased from and sold to
dealers include a dealer's markup or markdown.

Broker-Dealer Selection Policy. The Bank Stock Fund's primary policy is to
execute all purchases and sales of portfolio securities at the most favorable
prices consistent with best execution, considering all of the costs of the
transaction including brokerage commissions and dealer mark-ups.

The Bank Stock Fund and the Bank Stock Fund's investment adviser may consider
the reliability and quality of the services, including primarily the
availability and value of research information and to a lesser extent
statistical assistance furnished to the Bank Stock Fund or to the Bank Stock
Fund's investment adviser, when selecting a broker-dealer. As permitted by
Section 28(e) of the Securities Exchange Act of 1934, the Bank Stock Fund may
pay a broker which provides brokerage and research services to the Bank Stock
Fund an amount of disclosed commission in excess of the commission which another
broker would have charged for effecting that transaction. The Bank Stock Fund
may pay these commissions only after a good faith determination by the Bank
Stock Fund's board of trustees that the price is reasonable in light of the
services provided and the policies as the Bank Stock Fund's board of trustees
may adopt from time to time.

The research information and statistical assistance furnished by brokers-
dealers may benefit other clients of the Bank Stock Fund's investment adviser,
and not all of this information and assistance may be used by the Bank Stock
Fund's investment adviser in connection with the Bank Stock Fund. The Bank Stock
Fund's investment adviser's fee will not be reduced by reason of the investment
adviser receiving this research information and statistical assistance.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and the Bank Stock Fund's investment adviser's
obligation to seek the best qualitative execution, the Bank Stock Fund's
investment adviser may consider the number of Bank Stock Fund Shares a
broker-dealer has sold when selecting a broker-dealer to execute portfolio
transactions. In addition, the Bank Stock Fund's distributor may compensate
brokers for directing investors to buy or retain Bank Stock Fund Shares.

Bank Stock Fund's Investment Adviser. The Bank Stock Fund's investment adviser
will select broker-dealers to execute securities transactions for the Bank Stock
Fund's portfolio. However, the investment adviser's selections must be
consistent with the Bank Stock Fund's policies and the investment advisory
agreement between the Bank Stock Fund and the investment adviser, and will at
all times be reviewable by the Bank Stock Fund's board of trustees.

Even though investment decisions for the Bank Stock Fund are made
independently from those of the other accounts managed by the Bank Stock Fund's
investment adviser, investments of the kind made by the Bank Stock Fund may also
be made by other accounts managed by the investment adviser. When the Bank Stock
Fund and one or more other accounts managed by the investment adviser are
prepared to invest in, or desire to dispose of, the same security, available
investments or opportunities for sales will be allocated in a manner believed by
the investment adviser to be equitable. In some cases, this procedure may
adversely affect the price paid or received by the Bank Stock Fund or the size
of the position obtained for or disposed of by the Bank Stock Fund.
<PAGE>
Michael Patterson, Inc. The Bank Stock Fund's board of trustees has
determined that any portfolio transaction for the Bank Stock Fund, including in
certain instances over-the-counter purchases and sales, may be effected through
Michael Patterson, Inc. if:

- In the Bank Stock Fund's investment adviser's judgment, the use of
Michael Patterson, Inc. is likely to result in price and execution at
least as favorable as those of other qualified brokers; and

- Michael Patterson, Inc. charges the Bank Stock Fund a commission for the
transaction at a rate consistent with those charged by Michael
Patterson, Inc. to comparable unaffiliated customers in similar
transactions.

Each quarter, the Bank Stock Fund's board of trustees review a report
comparing the commissions charged to the Bank Stock Fund by Michael Patterson,
Inc. to the commissions which would have been charged for the same transactions
by a national discount brokerage firm and a full-service brokerage firm at
institutional rates. Based upon this review, the Bank Stock Fund's board of
trustees determines on a quarterly basis whether the commissions charged by
Michael Patterson, Inc. meet the requirements of the Investment Company Act of
1940.

Michael Patterson, Inc. will not participate in commissions from brokerage
given by the Bank Stock Fund to other brokers or dealers.

Over-the-counter purchases and sales are transacted through brokers and
dealers with principal market makers. The Bank Stock Fund will in no event
effect principal transactions with Michael Patterson, Inc. in which Michael
Patterson, Inc. makes a market.

Michael W. Patterson and Joseph M. McCloud are affiliates of the Bank Stock
Fund and Michael Patterson, Inc. Michael Patterson, Inc. is the Bank Stock
Fund's current distributor. See "Management-Interrelationships between Bank
Stock Fund, Merlin Advisors and Michael Patterson, Inc."

CAPITAL STOCK AND OTHER SECURITIES

Merlin Funds Group's Agreement and Declaration of Trust provides for an
unlimited number of authorized shares of beneficial interest, which may, without
shareholder approval, be divided into an unlimited number of series of such
shares. Currently, the Bank Stock Fund Shares are the only series of Merlin
Funds Group shares. Each share represents an equal proportionate interest in a
fund with other shares of the same series and class, and is entitled to such
dividends and distributions out of the income earned on the assets belonging to
that fund as are declared at the discretion of the trustees. All consideration
received by Merlin Funds Group for shares of a fund and all assets in which such
consideration is invested will belong to that fund and will be subject to the
liabilities relating thereto.

Shareholders are entitled to one vote per share (with proportional voting for
fractional shares) on such matters as shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except that the shares shall be voted by individual series or class when
required by the Investment Company Act of 1940 or when the trustees have
determined that the matter affects only the interests of a particular series or
class.

Whenever the approval of a majority of the outstanding shares of Merlin Funds
Group or a particular fund is required in connection with shareholder approval
of an investment advisory contract, changes in the investment objective and
policies or the investment restrictions, or approval of a distribution expense
plan, a "majority" shall mean the lesser of the vote of (a) 67% or more of the
shares of Merlin Funds Group or such fund present at a meeting, if the holders
of more than 50% of the outstanding shares of Merlin Funds Group or such fund
are present in person or by proxy, or (b) more than 50% of the outstanding
shares of Merlin Funds Group or such fund.
<PAGE>
Meetings of shareholders may be called by the Bank Stock Fund board of
trustees in accordance with the terms of the Bank Stock Fund's Agreement and
Declaration of Trust and By-Laws, and will be called by the trustees for the
purpose of voting upon the question of removal of a trustee or trustees when
requested in writing to do so by the owners of at least 10% of the outstanding
Bank Stock Fund Shares.

Upon issuance and sale in accordance with the terms of the Bank Stock Fund's
prospectus, each Bank Stock Fund Share will be fully paid and non-assessable.
Bank Stock Fund Shares have no preemptive, subscription or conversion rights.
The Agreement and Declaration of Trust also provides that shareholders shall not
be subject to any personal liability for the acts or obligations of the Bank
Stock Fund and that every agreement, obligation or instrument entered into or
executed by a Bank Stock Fund shall contain a provision to the effect that the
shareholders are not personally liable thereunder.

Owners of Bank Stock Fund Shares do not have cumulative voting rights.

PURCHASE, REDEMPTION AND PRICING OF SHARES

The information contained in the Bank Stock Fund's prospectus under the
captions "Shareholder Information-The Price of a Bank Stock Fund Share,"
"Shareholder Information-Redemption of Bank Stock Fund Shares" and "Sales
Charges" is incorporated herein by reference.

[ Attach a specimen mark-up sheet ]

TAXATION OF THE BANK STOCK FUND

The Bank Stock Fund intends to qualify continually as a regulated investment
company under Subchapter M of the Internal Revenue Code. As a regulated
investment company, the Bank Stock Fund would not incur federal income tax
liability for any income the Bank Stock Fund distributes to shareholders. If the
requirements of Subchapter M are not met, the Bank Stock Fund will not receive
special tax treatment and will pay federal income taxes, thus reducing the
return of the Bank Stock Fund.

DISTRIBUTOR

Michael Patterson, Inc., a registered NASD broker-dealer, offers Bank Stock
Fund Shares on a best-efforts basis. Pursuant to the distribution agreement
between the Bank Stock Fund and Michael Patterson, Inc., Michael Patterson, Inc.
has agreed to hold itself available to receive orders, satisfactory to Michael
Patterson, Inc., for the purchase of Bank Stock Fund Shares, to accept such
orders on behalf of the Bank Stock Fund as of the time of receipt of such orders
and to transmit such orders to the Bank Stock Fund's transfer agent as promptly
as practicable.

The information contained in the Prospectus under the caption "Sales Charges"
is incorporated herein by reference.

PERFORMANCE

From time to time, the Bank Stock Fund may advertise performance data
represented by a cumulative total return or an average annual total return.
Total returns are based on the overall or percentage change in value of a
hypothetical investment in the Bank Stock Fund and assume all of the Bank Stock
Fund's dividends and capital gain distributions are reinvested. A cumulative
total return reflects the Bank Stock Fund's performance over a stated period of
time. An average annual total return reflects the hypothetical annually
compounded return that would have produced the same cumulative total return if
the Bank Stock Fund's performance had been constant over the entire period.
Because average annual returns tend to smooth out variations in the Bank Stock
Fund's returns, it should be recognized that they are not the same as actual
year-by-year results.

The Bank Stock Fund's performance may be compared to well-known indices such
as the Dow Jones Industrial Average or alternative investments such as Treasury
Bills. Also, the Bank Stock Fund may include published editorial comments
compiled by independent organizations such as Lipper Analytical Services or
Morningstar, Inc.

All performance information is historical in nature and is not intended to
represent or guarantee future results. The value of Bank Stock Fund Shares when
redeemed may be more or less than their original cost.
<PAGE>

FINANCIAL STATEMENTS

[ Insert Balance Sheet and Auditor's opinion ]
<PAGE>
PART C

OTHER INFORMATION

Item 23.

Exhibit Description

a(1) Certificate of Trust of Merlin Funds Group dated February
3, 1999.

a(2) Agreement and Declaration of Trust of Merlin Funds Group
dated February 3, 1999.

b By-Laws of Merlin Funds Group dated February 3, 1999.

c Article IV, Section 4 and Articles V, VI and VII of
the Agreement and Declaration of Trust of Merlin Funds
Group (see Exhibit a(1)) and Article III of the By-Laws of
Merlin Funds Group (see Exhibit b).

d Investment Advisory and Administration Agreement
between Merlin Funds Group and Merlin Advisers, Inc.
dated [ ], 1999.*

e Distribution Agreement between Merlin Funds Group
and Diversified Capital Markets dated [ ], 1999.*

f None.

g Custody Agreement between Merlin Funds Group and Star
Bank, N.A. dated [ ], 1999.*

h(1) Administration Agreement between Merlin Funds Group and
Mutual Shareholder Services, Inc. dated [ ], 1999.*

h(2) Accounting Services Agreement between Merlin Funds Group
and Mutual Shareholder Services, Inc. dated [ ], 1999.*

i Legal opinion of Benesch, Friedlander, Coplan & Aronoff LLP
date [ ], 1999.*

j None.

k N/A

l [Initial capitalization agreements]*

m Distribution and Shareholder Servicing Plan of Merlin
Funds Group dated [ ], 1999.*

n N/A

o None

* To be filed by amendment.
<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant.

The Bank Stock Fund and Merlin Advisers, Inc. may be deemed to be under
the common control of Michael W. Patterson because Mr. Patterson is a
55% indirect owner of Merlin Advisors, a director of Merlin Advisors,
the Chairman, Chief Executive Officer and Secretary of Merlin Advisors,
the sole owner of Michael Patterson, Inc., a director of Michael
Patterson, Inc. and the President, Chief Executive Officer, Chairman,
Secretary and Treasurer of Michael Patterson, Inc.

The Bank Stock Fund and Merlin Advisors may be deemed to be under the
common control of Joseph M. McCloud because Mr. McCloud is a 15% indirect
owner of Merlin Advisors, a director of Merlin Advisors, the President
and Treasurer of Merlin Advisors, and a Vice President of Michael
Patterson, Inc.

Item 25. Indemnification

Section 3817 of the Delaware Code provides that a business trust has the
power to indemnify and hold harmless any trustee of the business trust or
beneficial owner of the business trust or other person from and against
any and all claims and demands whatsoever.

Sections 3 and 4 of Article IV of the Bank Stock Fund's Agreement and
Declaration of Trust, filed as Exhibit (a) hereto, are incorporated
herein by reference.

These provisions are limited by the following undertaking set forth in
rules promulgated by the SEC:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the
registrant of expenses incurred or paid by a trustee, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such
Act and will be governed by the final adjudication of such issue.
<PAGE>
Item 26. Business and Other Connections of the Investment Adviser.

Michael W. Patterson is a director of Merlin Advisors and also serves as
the Chairman, Chief Executive Officer and Secretary of Merlin Advisors.
Mr. Patterson has served as a director and the President, Chief
Executive Officer, Chairman, President, Secretary and Treasurer for
Michael Patterson, Inc., an Ohio corporation, since November, 1997.
Michael Patterson, Inc. is a registered broker-dealer located at 1200
Old Henderson Road, Columbus, Ohio 43220. From December, 1996 until
March, 1998, Mr. Patterson served as a registered representative for
Quantum Capital Corp., a registered broker-dealer.
Joseph M. McCloud is a director of Merlin Advisors and also serves as
Merlin Advisor's President and Treasurer. Mr. McCloud has served as a
Vice President of Michael Patterson, Inc. since February, 1998. Michael
Patterson, Inc. is a registered broker-dealer located at 1200 Old
Henderson Road, Columbus, Ohio 43220. From February, 1998 until March,
1998, Mr. McCloud served as an equity trader for Quantum Capital Corp.,
a registered broker-dealer whose principal business address is 1200 Old
Henderson Road, Columbus, Ohio 43220. From November, 1996 until
February, 1998, Mr. McCloud served as an equity trader for Banc One
Securities Corp., a registered broker-dealer whose principal business
address is 733 Greencrest Drive, Westerville, Ohio 43081.

Item 27. Principal Underwriters.

(a) Michael Patterson, Inc. will be distributing the Bank Stock Fund
Shares and does not currently act as a principal underwriter, depositor
or investment adviser for any other investment company.

(b) The following information is provided with respect to each director
and officer of Michael Patterson, Inc. who is also affiliated with the
Bank Stock Fund.

Name and Principal Positions & Positions and
Business Address Offices with Offices with Bank
Underwriter Stock Fund

Michael W. Director, Trustee, Chairman
Patterson President, Chief and Secretary
1200 Old Henderson Executive Officer,
Road Chairman,
Columbus, Ohio President,
43220 Secretary and
Treasurer

Joseph M. McCloud Vice President Trustee, President
1200 Old Henderson and Treasurer
Road
Columbus, Ohio
43220

Item 28. Location of Accounts and Records.

All accounts, books and documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the
office of the Bank Stock Fund and the offices of Mutual Shareholder
Services, Inc. at The Tower at Erieview, 36th Floor, 1301 East Ninth
Street, Cleveland, Ohio 44114, except that all records relating to the
activities of the Bank Stock Fund's Custodian are maintained at the
office of the Custodian, Star Bank, N.A., 425 Walnut Street, Cincinnati,
Ohio 45201.

Item 29. Management Services.

Not applicable.
<PAGE>

Item 30. Undertakings.

The undersigned Bank Stock Fund hereby undertakes to file an amendment to
this registration statement with certified financial statements showing
that the Bank Stock Fund has a net worth of at least $100,000 before the
Bank Stock Fund accepts subscriptions to purchase the Bank Stock Fund's
shares from more than 25 persons.

The registrant undertakes to call a meeting of shareholders for the
purpose of voting on the question of a removal of a trustee or trustees
when requested in writing to do so by the holders of at least 10% of the
registrant's outstanding shares of beneficial interest and in connection
with such meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder communications.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Bank Stock Fund has duly caused this Registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Columbus, State of Ohio, on the 8th day of April, 1999.

Merlin Funds Group

By:/s/Joseph M. McCloud
Joseph M. McCloud, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature Title Date

/s/ Michael W. Patterson Trustee, Chairman, Secretary April 8, 1999
Michael W. Patterson

/s/ Joseph M. McCloud Trustee, President, Treasurer April 8, 1999
Joseph M. McCloud
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------------

MERLIN FUNDS GROUP

-----------------------

REGISTRATION STATEMENT ON FORM N-1A

-----------------------

EXHIBITS

-----------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX

Number of Pages Page in
Exhibit Description in Original Manually
Number Document Signed
Original

a(1) Certificate of Trust of 39
Merlin Funds Group dated 1
February 3, 1999.

a(2) Agreement and Declaration of 40
Trust of Merlin Funds Group 28
dated February 3, 1999.

b By-Laws of Merlin Funds Group 58
dated February 3, 1999. 7

c Article IV, Section 4 and
Articles V, VI and VII of the
Agreement and Declaration of
Trust of Merlin Funds Group
(see Exhibit a(1)) and
Article III of the By-Laws of
Merlin Funds Group (see
Exhibit (b)).

d Investment Advisory and
Administration Agreement
between Merlin Funds Group *
and Merlin Advisors, Inc.
dated [ ], 1999.

e Distribution Agreement
between Merlin Funds Group *
and Diversified Capital
Markets dated [ ], 1999.

f Reserved.

g Custody Agreement between
Merlin Funds Group and Star *
Bank, N.A. dated [ ],
1999.

h(1) Administration Agreement
between Merlin Funds Group
and Mutual Shareholder *
Services, Inc. dated
[ ], 1999.

h(2) Accounting Services Agreement
between Merlin Funds Group *
and Mutual Shareholder
Services, Inc. dated [
], 1999.

i Legal Opinion of Benesch, *
Friedlander, Coplan & Aronoff
LLP dated [ ], 1999.

j Reserved.

k Reserved.

l Initial capitalization *
agreements

m Distribution and Shareholder *
Servicing Plan of Merlin
Funds Group dated [ ],
1999,

n Reserved.

o Reserved.
<PAGE>

CERTIFICATE OF TRUST Exhibit a(1)

This Certificate of Trust of Merlin Funds Group (the "Trust) dated February
3, 1999, is being duly executed and filed by Joseph M. McCloud as Trustee, and
Michael W. Patterson as Trustee, to form a business under the Delaware Business
Trust Act (12 Del. C. ss.ss. 3801, et seq.):

1.Name. The name of the business trust formed hereby is Merlin Funds Group.

2.Registered Agent. The business address of the registered office of the
Trust in the State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle, 19801. The name of the Trust's
registered agent at such address is The Corporation Trust Company.

3.Effective Date. This Certificate of Trust shall be effective upon the
date and time of filing.

4.Series Trust. Notice is hereby given that pursuant to Section 3804 of the
Delaware Business Trust Act, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series of the Trust shall be enforceable against the assets of
such series only, and not against the assets of the Trust generally, or
any other series of the Trust, and none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing
with respect to the Trust generally, or any other series thereof, shall
be enforceable against the assets of such series.

5.The Trust will become a registered investment company under the
Investment Company Act of 1940, as amended, within 180 days following the
first issuance of beneficial interests in the Trust.

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.

/s/ Michael W. Patterson
Michael W. Patterson, as Trustee and not
Individually

/s/ Joseph M. McCloud
Joseph M. McCloud, as Trustee and not
Individually
<PAGE>

MERLIN FUNDS GROUP Exhibit a(2)

AGREEMENT AND

DECLARATION OF TRUST

This AGREEMENT AND DECLARATION OF TRUST is made on February 3, 1999 by
Michael W. Patterson and Joseph M. McCloud (together with all other persons from
time to time duly elected, qualified and serving as Trustees in accordance with
the provisions of Article II hereof, the "Trustees");

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the Trust shall be held and managed in trust pursuant to this
Agreement and Declaration of Trust.

ARTICLE I

NAME AND DEFINITIONS

Section 1. Name. The name of the Trust created by this Agreement and
Declaration of Trust is Merlin Funds Group.

Section 2. Definitions. Unless otherwise provided or required by the
context:

(a) "Administrator" means the party, other than the Trust, to the
contract described in Article III, Section 3 hereof.

(b) "By-laws" means the By-laws of the Trust adopted by the Trustees, as
amended from time to time, which By-laws are expressly herein incorporated
by reference as part of the "governing instrument" within the meaning of
the Delaware Act.

(d) "Commission," "Interested Person" and "Principal Underwriter" have
the meanings provided in the 1940 Act. Except as such term may be otherwise
defined by the Trustees in conjunction with the establishment of any Series
of Shares, the term "vote of a majority of the Shares outstanding and
entitled to vote" shall have the same meaning as is assigned to the term
"vote of a majority of the outstanding voting securities" in the 1940 Act.

(e) "Covered Person" means a person so defined in Article IV, Section 3.

(f) Custodian means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does
not include a system for the central handling of securities described in
said Section 17(f).

(g) Declaration" shall mean this Agreement and Declaration of Trust, as
amended or restated from time to time. Reference in this Declaration of
Trust to "Declaration," "hereof," "herein," and "hereunder" shall be deemed
to refer to this Declaration rather than exclusively to the article or
section in which such words appear.

(h) "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as amended from time to
time.
<PAGE>
(i) "Distributor" means the party, other than the Trust, to the contract
described in Article III, Section 1 hereof.

(j) "His" shall include the feminine and neuter, as well as the
masculine, genders.
(k) "Investment Adviser" means the party, other than the Trust, to the
contract described in Article III, Section 2 hereof.

(l) "Net Asset Value" means the net asset value of each Series of the
Trust, determined as provided in Article VI, Section 3.

(m) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures, estates and other entities, and
governments and agencies and political subdivisions, thereof, whether
domestic or foreign.

(n) "Series" means a series of Shares established pursuant to Article V.

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

(p) "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest of each Series or Class is divided from
time to time (including whole Shares and fractions of Shares). "Outstanding
Shares" means Shares shown in the books of the Trust or its transfer agent
as then issued and outstanding, but does not include Shares which have been
repurchased or redeemed by the Trust and which are held in the treasury of
the Trust.

(q) "Transfer Agent" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders, the
number of Shares credited to each account, and the like.

(r) "Trust" means Merlin Funds Group established hereby, and reference to
the Trust, when applicable to one or more Series, refers to that Series.

(s) "Trustees" means the persons who have signed this Declaration of
Trust, so long as they shall continue in office in accordance with the
terms hereof, and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with Article II, in all
cases in their capacities as Trustees hereunder.

(t) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the Trust or any
Series or the Trustees on behalf of the Trust or any Series.

(u) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.

ARTICLE II

THE TRUSTEES

Section 1. Management of the Trust. The business and affairs of the Trust
shall be managed by or under the direction of the Trustees, and they shall have
all powers necessary or desirable to carry out that responsibility. The Trustees
may execute all instruments and take all action they deem necessary or desirable
to promote the interests of the Trust. Any determination made by the Trustees in
good faith as to what is in the interests of the Trust shall be conclusive. In
construing the provisions of this Declaration, the presumption shall be in favor
of a grant of power to the Trustees.

Section 2. Powers. The Trustees in all instances shall act as principals,
free of the control of the Shareholders. The Trustees shall have full power and
authority to take or refrain from taking any action and to execute any contracts
and instruments that they may consider necessary or desirable in the management
of the Trust. The Trustees shall not in any way be bound or limited by current
or future laws or customs applicable to trust investments, but shall have full
power and authority to make any investments which they, in their sole
discretion, deem proper to accomplish the purposes of the Trust. The Trustees
may exercise all of their powers without recourse to any court or other
authority. Subject to any applicable limitation herein or in the By-laws or
resolutions of the Trust, the Trustees shall have power and authority, without
limitation:
<PAGE>
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
(b) To invest in, hold for investment, or reinvest in, cash; securities,
including common, preferred and preference stocks; warrants; subscription
rights; profit-sharing interests or participations and all other contracts
for or evidence of equity interests; bonds, debentures, bills, time notes
and all other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including securities of any state,
municipality or other political subdivision thereof, or any governmental or
quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper,
bankers' acceptances and all kinds of repurchase agreements, of any
corporation, company, trust, association, firm or other business
organization however established, and of any country, state, municipality
or other political subdivision, or any governmental or quasi-governmental
agency or instrumentality; or any other security, property or instrument in
which the Trust or any of its Series shall be authorized to invest.

(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any such securities,
to enter into repurchase agreements, reverse repurchase agreements, firm
commitment agreements and forward foreign currency exchange contracts, to
purchase and sell options on securities, securities indices, currency and
other financial assets, futures contracts and options on futures contracts
of all descriptions and to engage in all types of hedging and
risk-management transactions.

(d) To exercise all rights, powers and privileges of ownership or
interest in all securities and repurchase agreements included in the Trust
Property, including the right to vote thereon and otherwise act with
respect thereto and to do all acts for the preservation, protection,
improvement and enhancement in value of all such securities and repurchase
agreements.

(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real
or personal, including cash or foreign currency, and any interest therein.

(f) To borrow money or other property in the name of the Trust
exclusively for Trust purposes and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; and to endorse,
guarantee, or undertake the performance of any obligation or engagement of
any other Person and to lend Trust Property.

(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in
the Trust Property or in the affairs of which the Trustees have any direct
or indirect interest; to do all acts and things designed to protect,
preserve, improve or enhance the value of such obligation or interest; and
to guarantee or become surety on any or all of the contracts, stocks,
bonds, notes, debentures and other obligations of any such corporation,
company, trust, association or firm.

(h) To adopt By-laws not inconsistent with this Declaration providing for
the conduct of the business of the Trust and to amend and repeal them to
the extent such right is not reserved to the Shareholders.

(i) To elect and remove such officers and appoint and terminate such
agents as they deem appropriate.

(j) To employ as custodian of any assets of the Trust, subject to any
provisions herein or in the By-laws, one or more banks, trust companies or
companies that are members of a national securities exchange, or other
entities permitted by the Commission to serve as such.
<PAGE>
(k) To retain one or more transfer agents and shareholder servicing
agents, or both.

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

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

(n) To delegate such authority as they consider desirable to any officers
of the Trust and to any agent, independent contractor, manager, investment
adviser, custodian or underwriter.

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

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

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

(r) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern whose securities are
held by the Trust; to consent to any contract, lease, mortgage, purchase,
or sale of property by such corporation or concern; and to pay calls or
subscriptions with respect to any security held in the Trust.

(s) 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.

(t) To make distributions of income, capital gains, returns of capital
(if any) and redemption proceeds to Shareholders in the manner hereinafter
provided for.

(u) To establish committees for such purposes, with such membership, and
with such responsibilities as the Trustees may consider proper, including a
committee consisting of fewer than all of the Trustees then in office,
which may act for and bind the Trustees and the Trust with respect to the
institution, prosecution, dismissal, settlement, review or investigation of
any legal action, suit or proceeding, pending or threatened.

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

(w) To invest part or all of the Trust Property (or part or all of the
assets of any Series), or to dispose of part or all of the Trust Property
(or part or all of the assets of any Series) and invest the proceeds of
such disposition, in securities issued by one or more other investment
companies registered under the 1940 Act all without any requirement of
approval by Shareholders. Any such other investment company may (but need
not) be a trust (formed under the laws of the State of Delaware or of any
other state) which is classified as a partnership for federal income tax
purposes.
<PAGE>
(x) To carry on any other business in connection with or incidental to
any of the foregoing powers, to do everything necessary or desirable to
accomplish any purpose or to further any of the foregoing powers, and to
take every other action incidental to the foregoing business or purposes,
objects or powers.

(y) To sell or exchange any or all of the assets of the Trust, subject to
Article IX, Section 4.

(z) To enter into joint ventures, partnerships and other combinations and
associations.

(aa)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;

(bb)To purchase and pay for entirely out of Trust Property such insurance
as the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its
portfolio investments, and, subject to applicable law and any restrictions
set forth in the By-laws, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, Principal
Underwriters, or independent contractors of the Trust, individually,
against all claims and liabilities of every nature arising by reason of
holding Shares, holding, being or having held any such office or position,
or by reason of any action alleged to have been taken or omitted by any
such Person as Trustee, officer, employee, agent, investment adviser,
Principal underwriter, or independent contractor, 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;

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

(dd)To enter into contracts of any kind and description;

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

(ff)To guarantee indebtedness and contractual obligations of others.

The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Trustees. Any action by one or more of the Trustees in their capacity as
such hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity. No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order. In construing this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees.

Section 3. Certain Transactions. Except as prohibited by applicable law,
the Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust to, any Trustee or officer of the
Trust or any firm of which any such Trustee or officer is a member acting as
principal, or have any such dealings with any investment adviser, administrator,
distributor or transfer agent for the Trust or with any Interested Person of
such person. The Trust may employ any such person or entity in which such person
is an Interested Person, as broker, legal counsel, registrar, investment
adviser, administrator, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.
<PAGE>
Section 4. Initial Trustees; Election and Number of Trustees. The initial
Trustees shall be the persons initially signing this Declaration. The number of
Trustees (other than the initial Trustees) shall be fixed from time to time by a
majority of the Trustees; provided, that there shall be at least one (1) Trustee
and no more than fifteen (15). The Shareholders shall elect the Trustees (other
than the initial Trustees) on such dates as the Trustees may fix from time to
time.

Section 5. Term of Office of Trustees. Each Trustee shall hold office for
life or until his successor is elected or the Trust terminates; except that (a)
any Trustee may resign by delivering to the other Trustees or to any Trust
officer a written resignation effective upon such delivery or a later date
specified therein; (b) any Trustee may be removed with or without cause at any
time by a written instrument signed by at least a majority of the then Trustees,
specifying the effective date of removal; (c) any Trustee who requests to be
retired, or who is declared bankrupt or has become physically or mentally
incapacitated or is otherwise unable to serve, may be retired by a written
instrument signed by a majority of the other Trustees, specifying the effective
date of retirement; and (d) any Trustee may be removed at any meeting of the
Shareholders by a vote of at least two-thirds of the Outstanding Shares.

Section 6. Vacancies; Appointment of Trustees. Whenever a vacancy shall
exist in the Board of Trustees, regardless of the reason for such vacancy, the
remaining Trustees shall appoint any person as they determine in their sole
discretion to fill that vacancy, consistent with the limitations under the 1940
Act. Such appointment shall be made by a written instrument signed by a majority
of the Trustees or by a resolution of the Trustees, duly adopted and recorded in
the records of the Trust, specifying the effective date of the appointment. The
Trustees may appoint a new Trustee as provided above in anticipation of a
vacancy expected to occur because of the retirement, resignation or removal of a
Trustee, or an increase in number of Trustees, provided that such appointment
shall become effective only at or after the expected vacancy occurs. As soon as
any such Trustee has accepted his appointment in writing, the trust estate shall
vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance, and he shall be deemed a Trustee hereunder. The
Trustees' power of appointment is subject to Section 16(a) of the 1940 Act.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in this Article II, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by the Declaration. The
death, declination to serve, resignation, retirement, removal or incapacity of
one or more Trustees, or all of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration of
Trust.

Section 7. Temporary Vacancy or Absence. Whenever a vacancy in the Board of
Trustees shall occur, until such vacancy is filled, or while any Trustee is
absent from his domicile (unless that Trustee has made arrangements to be
informed about, and to participate in, the affairs of the Trust during such
absence), or is physically or mentally incapacitated, the remaining Trustees
shall have all the powers hereunder and their certificate as to such vacancy,
absence, or incapacity shall be conclusive. Any Trustee may, by power of
attorney, delegate his powers as Trustee for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees.

Section 8. Chairman. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman or the President shall preside
at all meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the Trust, and
may be the chief executive, financial and accounting officer of the Trust.

Section 9. Action by the Trustees. The Trustees shall act by majority vote
at a meeting duly called at which a quorum is present, including a meeting held
by conference telephone, teleconference or other electronic media or
communication equipment by means of which all persons participating in the
meeting can communicate with each other; or by written consent of a majority of
Trustees (or such greater number as may be required by applicable law) without a
meeting. A majority of the Trustees shall constitute a quorum at any meeting.
Meetings of the Trustees may be called orally or in writing by the President or
by any one of the Trustees. Notice of the time, date and place of all Trustees'
meetings shall be given to each Trustee as set forth in the By-laws; provided,
however, that no notice is required if the Trustees provide for regular or
stated meetings. Notice need not be given to any Trustee who attends the meeting
without objecting to the lack of notice or who signs a waiver of notice either
before or after the meeting. The Trustees by majority vote may delegate to any
Trustee or Trustees or committee authority to approve particular matters or take
particular actions on behalf of the Trust. Any written consent or waiver may be
provided and delivered to the Trust by facsimile or other similar electronic
mechanism.
<PAGE>
Section 10. Ownership of Trust Property. The Trust Property of the Trust
and of each Series shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by the Trustees
or any successor Trustees. Legal title in and beneficial ownership of all of the
assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees may cause legal title in and beneficial ownership of
any Trust Property to be held by, or in the name of one or more of the Trustees
acting for and on behalf of the Trust, or in the name of any person as nominee
acting for and on behalf of the Trust. No Shareholder shall be deemed to have a
severable ownership in any individual asset of the Trust or of any Series or any
right of partition or possession thereof, but each Shareholder shall have, as
provided in Article V, a proportionate undivided beneficial interest in the
Trust or Series or Class thereof represented by such Shareholder's Shares. The
Shares shall be personal property giving only the rights specifically set forth
in this Trust Instrument. The Trust, or at the determination of the Trustees one
or more of the Trustees or a nominee acting for and on behalf of the Trust,
shall be deemed to hold legal title and beneficial ownership of any income
earned on securities of the Trust issued by any business entities formed,
organized, or existing under the laws of any jurisdiction, including the laws of
any foreign country. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the
Trust or the remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such documents as
the remaining Trustees shall require as provided in the preceding sentence.

Section 11. Effect of Trustees Not Serving. The death, resignation,
retirement, removal, incapacity or inability or refusal to serve of the
Trustees, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration.
Section 12. Trustees, etc. as Shareholders. Subject to any restrictions in
the By-laws, any Trustee, officer, agent or independent contractor of the Trust
may acquire, own and dispose of Shares to the same extent as any other
Shareholder; the Trustees may issue and sell Shares to and buy Shares from any
such person or any firm or company in which such person is interested, subject
only to any general limitations herein.

Section 13. Series Trustees. In connection with the establishment of one or
more Series or Classes, the Trustees establishing such Series or Class may
appoint, to the extent permitted by the Delaware Act, separate Trustees with
respect to such Series or Classes (the "Series Trustees"). Series Trustees may,
but are not required to, serve as Trustees of the Trust or any other Series or
Class of the Trust. The Series Trustees shall have, to the exclusion of any
other Trustee of the Trust, all the powers and authorities of Trustees hereunder
with respect to such Series or Class, but shall have no power or authority with
respect to any other Series or Class. Any provision of this Declaration relating
to election of Trustees by Shareholders only shall entitle the Shareholders of a
Series or Class for which Series Trustees have been appointed to vote with
respect to the election of such Series Trustees and the Shareholders of any
other Series or Class shall not be entitled to participate in such vote. In the
event that Series Trustees are appointed, the Trustees initially appointing such
Series Trustees shall, without the approval of any Outstanding Shares, amend
either the Declaration or the By-laws to provide for the respective
responsibilities of the Trustees and the Series Trustees in circumstances where
an action of the Trustees or Series Trustees affects all Series of the Trust or
two or more Series represented by different Trustees.
<PAGE>

ARTICLE III

CONTRACTS WITH SERVICE PROVIDERS

Section 1. Underwriting Contract. The Trustees may in their discretion from
time to time enter into an exclusive or non-exclusive distribution contract or
contracts providing for the sale of the Shares whereby the Trustees may either
agree to sell the Shares to the other party to the contract or appoint such
other party as their sales agent for the Shares, and in either case on such
terms and conditions, if any, as may be prescribed in the By-laws, and such
further terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article III or of the By-laws; and
such contract may also provide for the repurchase of the Shares by such other
party as agent of the Trustees.

Section 2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts shall undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing activities, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Investment Advisers or persons to whom the Investment Advisers
delegate certain or all of their duties, or any of them, under any such
contracts (subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales, loans or exchanges of
portfolio securities and other investments of the Trust on behalf of the
Trustees or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of such
Investment Advisers, or any of them (and all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be deemed to
have been authorized by all of the Trustees.

Section 3. Administration Agreement. The Trustees may in their discretion
from time to time enter into an administration agreement or, if the Trustees
establish multiple Series or Classes, separate administration agreements with
respect to each Series or Class, whereby the other party to such agreement shall
undertake to manage the business affairs of the Trust or of a Series or Class
thereof of the Trust and furnish the Trust or a Series or a Class thereof with
office facilities, and shall be responsible for the ordinary clerical,
bookkeeping and recordkeeping services at such office facilities, and other
facilities and services, if any, and all upon such terms and conditions as the
Trustees may in their discretion determine.

Section 4. Service Agreement. The Trustees may in their discretion from
time to time enter into service agreements with respect to one or more Series or
Classes of Shares whereby the other parties to such Service Agreements will
provide administration and/or support services pursuant to administration plans
and service plans, and all upon such terms and conditions as the Trustees in
their discretion may determine.

Section 5. Transfer Agent. The Trustees may in their discretion from time
to time enter into a transfer agency and shareholder service contract whereby
the other party to such contract shall undertake to furnish transfer agency and
shareholder services to the Trust. The contract shall have such terms and
conditions as the Trustees may in their discretion determine not inconsistent
with the Declaration. Such services may be provided by one or more Persons.

Section 6. Custodian. The Trustees may appoint or otherwise engage one or
more banks or trust companies, each having aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000), or any other entity satisfying the requirements of
the 1940 Act, to serve as Custodian with authority as the Trust's agent, but
subject to such restrictions, limitations and other requirements, if any, as may
be contained in the By-laws of the Trust. The Trustees may also authorize the
Custodian to employ one or more sub-custodians, including such foreign banks and
securities depositories as meet the requirements of applicable provisions of the
1940 Act, and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees.
<PAGE>
Section 7. Affiliations of Trustees or Officers, Etc. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust or any
Series thereof is a shareholder, member, director, officer, partner,
trustee, employee, manager, investment adviser or distributor of or for
any partnership, corporation, trust, association or other organization or
of or for any parent or affiliate of any organization, with which a
contract of the character described in this Article III or for services
as Custodian, Transfer Agent or disbursing agent or for related services
may have been or may hereafter be made, or that any such organization, or
any parent or affiliate thereof, is a Shareholder of or has an interest
in the Trust, or that

(ii)any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
1, 2, 3 or 4 of this Article III or for services as Custodian, Transfer
Agent or disbursing agent or for related services may have been or may
hereafter be made also has any one or more of such contracts with one or
more other partnerships, 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 IV

COMPENSATION, LIMITATION OF
LIABILITY AND INDEMNIFICATION

Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
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 for the same by the Trust.

Section 2. Limitation of Liability. All persons contracting with or having
any claim against the Trust or a particular Series shall look only to the assets
of all Series or such particular Series for payment under such contract or
claim; and neither the Trustees nor, when acting in such capacity, any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor. Every written instrument or obligation on behalf of
the Trust or any Series shall contain a statement to the foregoing effect, but
the absence of such statement shall not operate to make any Trustee or officer
of the Trust liable thereunder. Provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees and officers of the Trust shall not be
responsible or liable for any act or omission or for neglect or wrongdoing of
them or any officer, agent, employee, investment adviser or independent
contractor of the Trust, but nothing contained in this Declaration or in the
Delaware Act shall protect any Trustee or officer of the Trust against liability
to the Trust or to Shareholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

Section 3. Indemnification. (a) Subject to the exceptions and limitations
contained in subsection (b) below:

(i) every person who is, or has been, a Trustee or an officer, employee
or agent of the Trust (including any individual who serves at its request
as director, officer, partner, trustee or the like of another
organization in which the Trust has any interest as a shareholder,
creditor or otherwise) ("Covered Person") shall be indemnified by the
Trust or the appropriate Series to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or having
been a Covered Person and against amounts paid or incurred by him in the
settlement thereof; and

(ii)as used herein, the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil, criminal
or other, including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
<PAGE>
(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office, or (B) not
to have acted in good faith in the reasonable belief that his action was
in the best interest of the Trust; or

(ii)in the event of a settlement, unless there has been a determination
that such Covered Person did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office: (A) by the court or other body approving the
settlement; (B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial-type
inquiry); (C) by written opinion of independent legal counsel based upon
a review of readily available facts (as opposed to a full trial-type
inquiry) or (D) by a vote of a majority of the Outstanding Shares
entitled to vote (excluding any Outstanding Shares owned of record or
beneficially by such individual).

(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, and shall inure to the benefit of the heirs,
executors and administrators of a Covered Person.

(d) To the maximum extent permitted by applicable law, expenses in
connection with the preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in subsection (a) of
this Section may be paid by the Trust or applicable Series from time to
time prior to final disposition thereof upon receipt of an undertaking by
or on behalf of such Covered Person that such amount will be paid over by
him to the Trust or applicable Series if it is ultimately determined that
he is not entitled to indemnification under this Section; provided,
however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured
against losses arising out of any such advance payments or (iii) either a
majority of the Trustees who are neither Interested Persons of the Trust
nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available
facts (as opposed to a full trial-type inquiry) that there is reason to
believe that such Covered Person will not be disqualified from
indemnification under this Section.

(e) Any repeal or modification of this Article IV by the Shareholders, or
adoption or modification of any other provision of the Declaration or
By-laws inconsistent with this Article, shall be prospective only, to the
extent that such repeal, or modification would, if applied retrospectively,
adversely affect any limitation on the liability of any Covered Person or
indemnification available to any Covered Person with respect to any act or
omission which occurred prior to such repeal, modification or adoption.

Section 4. Indemnification of Shareholders. If any Shareholder or former
Shareholder of any Series shall be held personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or in the case of any
entity, its general successor) shall be entitled out of the assets belonging to
the applicable Series to be held harmless from and indemnified against all loss
and expense arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by such Shareholder, assume the defense of any claim
made against such Shareholder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.

Section 5. No Bond Required of Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
<PAGE>
Section 6. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.

Section 7. Reliance on Experts, Etc. Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, powers
and discretions hereunder be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust or a Series thereof,
upon an opinion of counsel, or upon reports made to the Trust or a Series
thereof by any of its officers or employees or by the Investment Adviser, the
Administrator, the Distributor, Transfer Agent, selected dealers, accountants,
appraisers or other experts or consultants selected with reasonable care by the
Trustees, officers or employees of the Trust, regardless of whether such counsel
or expert may also be a Trustee.

ARTICLE V

SERIES; CLASSES; SHARES

Section 1. Establishment of Series or Class. The Trust shall consist of one
or more Series. Without limiting the authority of the Trustees to establish and
designate any further Series, the Trustees hereby establish one Series which
shall be designated Merlin US Community Bank Stock Fund. Each additional Series
shall be established and is effective upon the adoption of a resolution of a
majority of the Trustees or any alternative date specified in such resolution.
The Trustees may designate the relative rights and preferences of the Shares of
each Series. The Trustees may divide the Shares of any Series into Classes.
Without limiting the authority of the Trustees to establish and designate any
further Classes, the Trustees hereby establish a single Class of Shares. The
Classes of Shares of the existing Series herein established and designated and
any Shares of any further Series and Classes that may from time to time be
established and designated by the Trustees shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series shall be fixed and determined, by the Trustees; provided, that
all Shares shall be identical except for such variations as shall be fixed and
determined between different Series or Classes by the Trustees in establishing
and designating such Class or Series. In connection therewith with respect to
the existing Classes, the purchase price, the method of determining the net
asset value, and the relative dividend rights of holders shall be as set forth
in the Trust's Registration Statement on Form N-1A under the Securities Act of
1933 and/or the 1940 Act and as in effect at the time of issuing Shares of the
existing Classes.

All references to Shares in this Declaration shall be deemed to be Shares
of any or all Series or Classes as the context may require. The Trust shall
maintain separate and distinct records for each Series and hold and account for
the assets thereof separately from the other assets of the Trust or of any other
Series. A Series may issue any number of Shares or any Class thereof and need
not issue Shares. Each Share of a Series shall represent an equal beneficial
interest in the net assets of such Series. Each holder of Shares of a Series or
a Class thereof shall be entitled to receive his pro rata share of all
distributions made with respect to such Series or Class. Upon redemption of his
Shares, such Shareholder shall be paid solely out of the funds and property of
such Series. The Trustees may adopt and change the name of any Series or Class.
<PAGE>
Section 2. Shares. The beneficial interest in the Trust shall be divided
into transferable Shares of one or more separate and distinct Series or Classes
established by the Trustees. The number of Shares of each Series and Class is
unlimited and each Share shall have no par value per Share or such other amount
as the Trustees may establish. All Shares issued hereunder shall be fully paid
and nonassessable. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust. The
Trustees shall have full power and authority, in their sole discretion and
without obtaining Shareholder approval, to issue original or additional Shares
at such times and on such terms and conditions as they deem appropriate; to
issue fractional Shares and Shares held in the treasury; to establish and to
change in any manner Shares of any Series or Classes with such preferences,
terms of conversion, voting powers, rights and privileges as the Trustees may
determine (but the Trustees may not change Outstanding Shares in a manner
materially adverse to the Shareholders of such Shares); to divide or combine the
Shares of any Series or Classes into a greater or lesser number; to classify or
reclassify any unissued Shares of any Series or Classes into one or more Series
or Classes of Shares; to abolish any one or more Series or Classes of Shares; to
issue Shares to acquire other assets (including assets subject to, and in
connection with, the assumption of liabilities) and businesses; and to take such
other action with respect to the Shares as the Trustees may deem desirable.
Shares held in the treasury shall not confer any voting rights on the Trustees
and shall not be entitled to any dividends or other distributions declared with
respect to the Shares.

Section 3. Investment in the Trust. The Trustees shall accept investments
in any Series or Class from such persons and on such terms as they may from time
to time authorize. At the Trustees' discretion, such investments, subject to
applicable law, may be in the form of cash or securities in which that Series is
authorized to invest, valued as provided in Article VI, Section 3. Investments
in a Series shall be credited to each Shareholder's account in the form of full
Shares at the Net Asset Value per Share next determined after the investment is
received or accepted as may be determined by the Trustees; provided, however,
that the Trustees may, in their sole discretion, (a) impose a sales charge upon
investments in any Series or Class, (b) issue fractional Shares, (c) determine
the Net Asset Value per Share of the initial capital contribution or (d)
authorize the issuance of Shares at a price other than Net Asset Value to the
extent permitted by the 1940 Act or any rule, order or interpretation of the
Commission thereunder. The Trustees shall have the right to refuse to accept
investments in any Series at any time without any cause or reason therefor
whatsoever.

Section 4. Assets and Liabilities of 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 (including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be), shall
be held and accounted for separately from the assets of every other Series and
are referred to as "assets belonging to" that Series. The assets belonging to a
Series shall belong only to that Series for all purposes, and to no other
Series, subject only to the rights of creditors of that Series. Any assets,
income, earnings, profits, and proceeds thereof, funds, or payments which are
not readily identifiable as belonging to any particular Series shall be
allocated by the Trustees between and among one or more Series as the Trustees
deem fair and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series for all purposes, and such assets, earnings,
income, profits or funds, or payments and proceeds thereof shall be referred to
as assets belonging to that Series. The assets belonging to a Series shall be so
recorded upon the books of the Trust, and shall be held by the Trustees in trust
for the benefit of the Shareholders of that Series. The assets belonging to a
Series shall be charged with the liabilities of that Series and all expenses,
costs, charges and reserves attributable to that Series, except that debts,
liabilities, obligations and expenses allocated solely to a particular Class
shall be borne by that Class. Any general debts, liabilities, obligations,
expenses, costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular Series or Class shall be allocated
and charged by the Trustees between or among any one or more of the Series or
Classes in such manner as the Trustees deem fair and equitable. Each such
allocation shall be conclusive and binding upon the Shareholders of all Series
or Classes for all purposes.
<PAGE>
Without limiting the foregoing, but subject to the right of the Trustees to
allocate general debts, liabilities, obligations, expenses, costs, charges or
reserves as herein provided, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only, and not
against the assets of any other Series. Notice of this contractual limitation on
liabilities among Series may, in the Trustees' discretion, be set forth in the
certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on liabilities among Series (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. Any person
extending credit to, contracting with or having any claim against any Series may
look only to the assets of that Series to satisfy or enforce any debt, with
respect to that Series. No Shareholder or former Shareholder of any Series shall
have a claim on or any right to any assets allocated or belonging to any other
Series.

Section 5. Ownership and Transfer of Shares. The Trust or a transfer or
similar agent for the Trust shall maintain a register containing the names and
addresses of the Shareholders of each Series and Class thereof, the number of
Shares of each Series and Class held by such Shareholders, and a record of all
Share transfers. The register shall be conclusive as to the identity of
Shareholders of record and the number of Shares held by them from time to time.
The Trustees may authorize the issuance of certificates representing Shares and
adopt rules governing their use. The Trustees may make rules governing the
transfer of Shares, whether or not represented by certificates. Except as
otherwise provided by the Trustees, Shares shall be transferable on the books of
the Trust only by the record holder thereof or by his duly authorized agent upon
delivery to the Trustees or the Trust's transfer agent of a duly executed
instrument of transfer, together with a Share certificate if one is outstanding,
and such evidence of the genuineness of each such execution and authorization
and of such other matters as may be required by the Trustees. Upon such
delivery, and subject to any further requirements specified by the Trustees or
contained in the By-laws, the transfer shall be recorded on the books of the
Trust. Until a transfer is so recorded, the Shareholder of record of Shares
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor the Trust, nor any transfer agent or registrar or any
officer, employee or agent of the Trust, shall be affected by any notice of a
proposed transfer.

Section 6. Status of Shares; Limitation of Shareholder Liability. Shares
shall be deemed to be personal property giving Shareholders only the rights
provided in this Declaration. Every Shareholder, by virtue of having acquired a
Share, shall be held expressly to have assented to and agreed to be bound by the
terms of this Declaration and to have become a party hereto. No Shareholder
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust or
any Series. The death, incapacity, dissolution, termination or bankruptcy of a
Shareholder during the existence of the Trust shall not operate to terminate the
Trust, nor entitle the representative of any such 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 such 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 as partners. Neither the Trust nor the
Trustees shall have any power to bind any Shareholder personally or to demand
payment from any Shareholder for anything, other than as agreed by the
Shareholder. Shareholders shall have the same limitation of personal liability
as is extended to shareholders of a private corporation for profit incorporated
in the State of Delaware. Every written obligation of the Trust or any Series
shall contain a statement to the effect that such obligation may only be
enforced against the assets of the appropriate Series or all Series; however,
the omission of such statement shall not operate to bind or create personal
liability for any Shareholder or Trustee.
<PAGE>

ARTICLE VI

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions. The Trustees or a committee of one or more
Trustees and one or more officers may declare and pay dividends and other
distributions, including dividends on Shares of a particular Series and other
distributions from the assets belonging to that Series. No dividend or
distribution, including, without limitation, any distribution paid upon
termination of the Trust or of any Series (or Class) with respect to, nor any
redemption or repurchase of, the Shares of any Series (or Class) shall be
effected by the Trust other than from the assets held with respect to such
Series, nor shall any Shareholder of any particular Series otherwise have any
right or claim against the assets held with respect to any other Series except
to the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series. The Trustees shall have full discretion to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding upon the
Shareholders. The amount and payment of dividends or distributions and their
form, whether they are in cash, Shares or other Trust Property, shall be
determined by the Trustees. Dividends and other distributions may be paid
pursuant to a standing resolution adopted once or more often as the Trustees
determine. All dividends and other distributions on Shares of a particular
Series shall be distributed pro rata to the Shareholders of that Series in
proportion to the number of Shares of that Series they held on the record date
established for such payment, except that such dividends and distributions shall
appropriately reflect expenses allocated to a particular Class of such Series.
The Trustees may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans or similar plans as the Trustees deem
appropriate.

Section 2. Redemptions. Each Shareholder of a Series shall have the right
at such times as may be permitted by the Trustees to require the Series to
redeem all or any part of his Shares at a redemption price per Share equal to
the Net Asset Value per Share at such time as the Trustees shall have prescribed
by resolution, or, to the extent permitted by the 1940 Act, at such other
redemption price and at such times as the Trustees shall prescribe by
resolution. In the absence of such resolution, the redemption price per Share
shall be the Net Asset Value next determined after receipt by the Series of a
request for redemption in proper form less such charges as are determined by the
Trustees and described in the Trust's Registration Statement for that Series
under the Securities Act of 1933. The Trustees may specify conditions, prices,
and places of redemption, may specify binding requirements for the proper form
or forms of requests for redemption and may specify the amount of any deferred
sales charge to be withheld from redemption proceeds. Payment of the redemption
price may be wholly or partly in securities or other assets at the value of such
securities or assets used in such determination of Net Asset Value, or may be in
cash. Redeemed Shares may be reissued by the Trust from time to time. The
Trustees may require Shareholders to redeem Shares for any reason under terms
set by the Trustees, including, but not limited to, the failure of a Shareholder
to supply a taxpayer identification number if required to do so, or to have the
minimum investment required, or to pay when due for the purchase of Shares
issued to him. To the extent permitted by law, the Trustees may retain the
proceeds of any redemption of Shares required by them for payment of amounts due
and owing by a Shareholder to the Trust or any Series or Class or any
governmental authority. Notwithstanding the foregoing, the Trustees may postpone
payment of the redemption price and may suspend the right of the Shareholders to
require any Series or Class to redeem Shares during any period of time when and
to the extent permissible under the 1940 Act.

Section 3. Determination of Net Asset Value. The Trustees shall cause the
Net Asset Value of Shares of each Series or Class to be determined from time to
time in a manner consistent with applicable laws and regulations. The Trustees
may delegate the power and duty to determine Net Asset Value per Share to one or
more Trustees or officers of the Trust or to a custodian, depository or other
agent appointed for such purpose. The Net Asset Value of Shares shall be
determined separately for each Series or Class at such times as may be
prescribed by the Trustees or, in the absence of action by the Trustees, as of
the close of regular trading on the New York Stock Exchange on each day for all
or part of which such Exchange is open for unrestricted trading.

Section 4. Suspension of Right of Redemption. If, as referred to in Section
2 of this Article, the Trustees postpone payment of the redemption price and
suspend the right of Shareholders to redeem their Shares, such suspension shall
take effect at the time the Trustees shall specify, but not later than the close
of business on the business day next following the declaration of suspension.
Thereafter Shareholders shall have no right of redemption or payment until the
Trustees declare the end of the suspension. If the right of redemption is
suspended, a Shareholder may either withdraw his request for redemption or
receive payment based on the Net Asset Value per Share next determined after the
suspension terminates.
<PAGE>
Section 5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the Net
Asset Value per Share determined as of the time when the purchase or contract of
purchase is made or the Net Asset Value as of any time which may be later
determined, provided payment is not made for the Shares prior to the time as of
which such Net Asset Value is determined.

ARTICLE VII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. The Shareholders shall have power to vote only
with respect to (a) the election of Trustees as provided in Section 2 of this
Article; (b) the removal of Trustees as provided in Article II, Section 5; (c)
any investment advisory or management contract as provided in Article VIII,
Section 1; (d) any termination of the Trust as provided in Article IX, Section
4; (e) the amendment of this Declaration to the extent and as provided in
Article IX, Section 8; and (f) such additional matters relating to the Trust as
may be required or authorized by law, this Declaration, or the By-laws or any
registration statement of the Trust filed with the Commission or any State, or
as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall be
voted by individual Series or Class, except (a) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series or Class,
and (b) when the Trustees have determined that the matter affects the interests
of more than one Series or Class, then the Shareholders of all such Series or
Classes shall be entitled to vote thereon. As determined by the Trustees without
the vote or consent of shareholders, on any matter submitted to a vote of
Shareholders either (i) 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 or (ii) each dollar of net asset
value (number of Shares owned times net asset value per share of such Series or
Class, as applicable) shall be entitled to one vote on any matter on which such
Shares are entitled to vote and each fractional dollar amount shall be entitled
to a proportionate fractional vote. Without limiting the power of the Trustees
in any way to designate otherwise in accordance with the preceding sentence, the
Trustees hereby establish that 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 or in any
manner provided for in the By-laws. The By-laws may provide that proxies may be
given by any electronic or telecommunications device or in any other manner, but
if a proposal by anyone other than the officers or Trustees is submitted to a
vote of the Shareholders of any Series or Class, or if there is a proxy contest
or proxy solicitation or proposal in opposition to any proposal by the officers
or Trustees, Shares may be voted only in person or by written proxy. Until
Shares of a Series are issued, as to that Series the Trustees may exercise all
rights of Shareholders and may take any action required or permitted to be taken
by Shareholders by law, this Declaration or the By-laws. Meetings of
Shareholders shall be called and notice thereof and record dates therefor shall
be given and set as provided in the By-laws.

Section 2. Quorum; Required Vote. One-third of the Outstanding Shares of
each Series or Class, or one-third of the Outstanding Shares of the Trust,
entitled to vote in person or by proxy shall be a quorum for the transaction of
business at a Shareholders' meeting with respect to such Series or Class, or
with respect to the entire Trust, respectively. Any lesser number shall be
sufficient for adjournments. Any adjourned session of a Shareholders' meeting
may be held within a reasonable time without further notice. Except when a
larger vote is required by law, this Declaration or the By-laws, a majority of
the Shares voting at a Shareholders' meeting in person or by proxy shall decide
any matters to be voted upon with respect to the entire Trust and a plurality of
such Shares shall elect a Trustee; provided, that if this Declaration or
applicable law permits or requires that Shares be voted on any matter by
individual Series or Classes, then a majority of the Shares of that Series or
Class (or, if required by law, a majority of the Shares outstanding and entitled
to vote of that Series or Class) voting at a Shareholders' meeting in person or
by proxy on the matter shall decide that matter insofar as that Series or Class
is concerned. Shareholders may act as to the Trust or any Series or Class by the
written consent of a majority (or such other amount as may be required by
applicable law) of the Outstanding Shares of the Trust or of such Series or
Class, as the case may be.
<PAGE>
Section 3. Record Dates. 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 distribution purposes close the register or
transfer books for one or more Series (or Classes) any time prior to 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 4. Meetings. Meetings of Shareholders may be called by the Trustees
or such other person or persons as may be specified in the By-Laws and shall be
called by the Trustees upon the written request of shareholders owning at least
10% of the outstanding shares entitled to vote for the purpose of voting upon
the question of removal of a trustee or trustees. Shareholders shall be entitled
to at least ten (10) days prior notice of any meeting.

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

ARTICLE VIII

EXPENSES OF THE TRUST AND SERIES

Section 1. Payment of Expenses by the Trust. Subject to Article V, Section
4, the Trust or a particular Series shall pay, or shall reimburse the Trustees
from the assets belonging to all Series or the particular Series, for their
expenses (or the expenses of a Class of such Series) and disbursements,
including, but not limited to, interest charges, taxes, brokerage fees and
commissions; expenses of issue, repurchase and redemption of Shares; certain
insurance premiums; applicable fees, interest charges and expenses of third
parties, including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and fund accountants; fees of pricing,
interest, dividend, credit and other reporting services; costs of membership in
trade associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and its
Series and maintaining its existence; costs of preparing and printing the
prospectuses of the Trust and each Series, statements of additional information
and Shareholder reports and delivering them to Shareholders; expenses of
meetings of Shareholders and proxy solicitations therefor; costs of maintaining
books and accounts; costs of reproduction, stationery and supplies; fees and
expenses of the Trustees; compensation of the Trust's officers and employees and
costs of other personnel performing services for the Trust or any Series; costs
of Trustee meetings; Commission registration fees and related expenses; state or
foreign securities laws registration fees and related expenses; and for such
non-recurring items as may arise, including litigation to which the Trust or a
Series (or a Trustee or officer of the Trust acting as such) is a party, and for
all losses and liabilities by them incurred in administering the Trust. The
Trustees shall have a lien on the assets belonging to the appropriate Series, or
in the case of an expense allocable to more than one Series, on the assets of
each such Series, prior to any rights or interests of the Shareholders thereto,
for the reimbursement to them of such expenses, disbursements, losses and
liabilities.

Section 2. 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.

<PAGE>
ARTICLE IX

MISCELLANEOUS

Section 1. Trust Not a Partnership. This Declaration creates a trust and
not a partnership. No Trustee shall have any power to bind personally either
the Trust's officers or any Shareholder.

Section 2. Trustee Action. The exercise by the Trustees of their powers and
discretion hereunder in good faith and with reasonable care under the
circumstances then prevailing shall be binding upon everyone interested. Subject
to the provisions of Article IV, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law.
Section 3. Record Dates. The Trustees may fix in advance a date up to
ninety (90) days before the date of any Shareholders' meeting, or the date for
the payment of any dividends or other distributions, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares shall go into effect as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of such dividend or other distribution, or to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares.

Section 4. Termination of the Trust.

(a) This Trust shall have perpetual existence. Subject to the vote of a
majority of the Shares outstanding and entitled to vote of the Trust or of
each Series to be affected, the Trustees may

(i) sell and convey all or substantially all of the assets of all Series
or any affected Series to another Series or to another entity which is an
open-end investment company as defined in the 1940 Act, or is a series
thereof, for adequate consideration, which may include the assumption of
all outstanding obligations, taxes and other liabilities, accrued or
contingent, of the Trust or any affected Series, and which may include
shares of or interests in such Series, entity, or series thereof; or

(ii)at any time sell and convert into money all or substantially all of
the assets of all Series or any affected Series.

Upon making reasonable provision for the payment of all known liabilities
of all Series or any affected Series in either (i) or (ii), by such
assumption or otherwise, the Trustees shall distribute the remaining
proceeds or assets (as the case may be) ratably among the Shareholders of
all Series or any affected Series; however, the payment to any particular
Class of such Series may be reduced by any fees, expenses or charges
allocated to that Class.

(b) The Trustees may take any of the actions specified in subsection
(a)(i) and (ii) above without obtaining the vote of a majority of the
Shares Outstanding and entitled to vote of the Trust or any Series if a
majority of the Trustees determines that the continuation of the Trust or
Series is not in the best interests of the Trust, such Series, or their
respective Shareholders as a result of factors or events adversely
affecting the ability of the Trust or such Series to conduct its business
and operations in an economically viable manner. Such factors and events
may include, without limitation, the inability of the Trust or a Series to
maintain its assets at an appropriate size, changes in laws or regulations
governing the Trust or the Series or affecting assets of the type in which
the Trust or Series invests, or economic developments or trends having a
significant adverse impact on the business or operations of the Trust or
such Series.

(c) Upon completion of the distribution of the remaining proceeds or
assets pursuant to subsection (a), the Trust or affected Series shall
terminate and the Trustees and the Trust shall be discharged of any and all
further liabilities and duties hereunder with respect thereto and the
right, title and interest of all parties therein shall be canceled and
discharged. Upon termination of the Trust, following completion of winding
up of its business, the Trustees shall cause a certificate of cancellation
of the Trust's certificate of trust to be filed in accordance with the
Delaware Act, which certificate of cancellation may be signed by any one
Trustee.
<PAGE>
Section 5. Reorganization.

(a) Notwithstanding anything else herein, to change the Trust's form or
place of organization the Trustees may, without Shareholder approval unless
such approval is required by applicable law, (i) cause the Trust to merge
or consolidate with or into one or more entities, if the surviving or
resulting entity is the Trust or another open-end management investment
company under the 1940 Act, or a series thereof, that will succeed to or
assume the Trust's registration under the 1940 Act, (ii) cause the Shares
to be exchanged under or pursuant to any state or federal statute to the
extent permitted by law, or (iii) cause the Trust to incorporate under the
laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or
consolidation or certificate of merger may be signed by a majority of
Trustees and facsimile signatures conveyed by electronic or
telecommunication means shall be valid.

(b) Pursuant to and in accordance with the provisions of Section 3815(f)
of the Delaware Act, an agreement of merger or consolidation approved by
the Trustees in accordance with this Section 5 may effect any amendment to
the Declaration or effect the adoption of a new governing instrument of the
Trust if it is the surviving or resulting trust in the merger or
consolidation.

(c) The Trustees may create one or more business trusts to which all or
any part of the assets, liabilities, profits or losses of the Trust or any
Series or Class thereof may be transferred and may provide for the
conversion of Shares in the Trust or any Series or Class thereof into
beneficial interests in any such newly created trust or trusts or any
series or classes thereof.

Section 6. Declaration of Trust. The original or a copy of this Declaration
of Trust and of each amendment hereto or Declaration of Trust supplemental shall
be kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by a Trustee or an
officer of the Trust as to the authenticity of the Declaration of Trust or any
such amendments or supplements and as to any matters in connection with the
Trust. The masculine gender herein shall include the feminine and neuter
genders. Headings herein are for convenience only and shall not affect the
construction of this Declaration of Trust. This Declaration of Trust may be
executed in any number of counterparts, each of which shall be deemed an
original.

Section 7. Applicable Law. This Declaration and the Trust created hereunder
are governed by and construed and administered according to the Delaware Act and
the applicable laws of the State of Delaware; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Declaration of Trust
(a) the provisions of Section 3540 of Title 12 of the Delaware Code, or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (ii) affirmative requirements to post
bonds for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust, (v)
the allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards of responsibilities or limitations on the acts or powers of
trustees, which are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this
Declaration. The Trust shall be of the type commonly called a Delaware business
trust, and, without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

Section 8. Amendments. The Trustees may, without any Shareholder vote,
amend or otherwise supplement this Declaration by making an amendment, a
Declaration of Trust supplemental hereto or an amended and restated trust
instrument; provided, that Shareholders shall have the right to vote on any
amendment (a) which would affect the voting rights of Shareholders granted in
Article VII, Section l, (b) to this Section 8, (c) required to be approved by
Shareholders by law or by the Trust's registration statement(s) filed with the
Commission, and (d) submitted to them by the Trustees in their discretion. Any
amendment submitted to Shareholders which the Trustees determine would affect
the Shareholders of any Series shall be authorized by vote of the Shareholders
of such Series and no vote shall be required of Shareholders of a Series not
affected. Notwithstanding anything else herein, any amendment to Article IV
which would have the effect of reducing the indemnification and other rights
provided thereby to Trustees, officers, employees, and agents of the Trust or to
Shareholders or former Shareholders, and any repeal or amendment of this
sentence shall each require the affirmative vote of the holders of two-thirds of
the Outstanding Shares of the Trust entitled to vote thereon.
<PAGE>
Section 9. Derivative Actions. In addition to the requirements set forth in
Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on
behalf of the Trust only if the following conditions are met:

(a) Shareholders eligible to bring such derivative action under the
Delaware Act who hold at least 10% of the Outstanding Shares of the Trust,
or 10% of the Outstanding Shares of the Series or Class to which such
action relates, shall join in the request for the Trustees to commence such
action; and
(b) the Trustees must be afforded a reasonable amount of time to consider
such shareholder request and to investigate the basis of such claim. The
Trustees shall be entitled to retain counsel or other advisers in
considering the merits of the request and shall require an undertaking by
the Shareholders making such request to reimburse the Trust for the expense
of any such advisers in the event that the Trustees determine not to bring
such action.

Section 10. Fiscal Year. The fiscal year of the Trust shall end on a
specified date as set forth in the By-laws. The Trustees may change the fiscal
year of the Trust without Shareholder approval.

Section 11. Severability. The provisions of this Declaration are severable.
If the Trustees determine, with the advice of counsel, that any provision hereof
conflicts with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination. If any provision hereof
shall be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of this Declaration.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
date first written above.

/s/ Michael W. Patterson
Michael W. Patterson, Trustee and not
Individually; 1200 Old Henderson Road
Columbus, Ohio 43220

/s/ Joseph M. McCloud
Joseph M. McCloud, as Trustee and not
Individually; 1200 Old Henderson Road
Columbus, Ohio 43220

Exhibit b
BY-LAWS

MERLIN FUNDS GROUP

ARTICLE I

DEFINITIONS

All capitalized terms have the respective meanings given them in the
Agreement and Declaration of Trust of Merlin Funds Group dated February 3, 1999,
as amended or restated from time to time.

ARTICLE II

OFFICES

Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust shall be in Columbus, Ohio.

Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the State of Delaware as the Trustees may from time to
time determine.

Section 3. Registered Office and Registered Agent. The Board of Trustees
shall establish a registered office in the State of Delaware and shall appoint
as the Trust's registered agent for service of process in the State of Delaware
an individual resident of the State of Delaware or a Delaware corporation or a
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust.

ARTICLE III

SHAREHOLDERS

Section 1. Meetings. Meetings of the Shareholders of the Trust or a Series
or Class thereof shall be held as provided in the Declaration of Trust at such
place within or without the State of Delaware as the Trustees shall designate.
The holders of one-third of the Outstanding Shares of the Trust or a Series or
Class thereof present in person or by proxy and entitled to vote shall
constitute a quorum at any meeting of the Shareholders of the Trust or a Series
or Class thereof.

Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or telegraphic or electronic means to each Shareholder at his
address as recorded on the register of the Trust mailed at least ten (10) days
and not more than ninety (90) days before the meeting, provided, however, that
notice of a meeting need not be given to a Shareholder to whom such notice need
not be given under the proxy rules of the Commission under the 1940 Act and the
Securities Exchange Act of 1934, as amended. Only the business stated in the
notice of the meeting shall be considered at such meeting. Any adjourned meeting
may be held as adjourned without further notice. No notice need be given to any
Shareholder who shall have failed to inform the Trust of his current address or
if a written waiver of notice, executed before or after the meeting by the
Shareholder or his attorney thereunto authorized, is filed with the records of
the meeting.

Section 3. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
ninety (90) days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determination of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration of Trust.
<PAGE>
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, facsimile,
other electronic means or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. Proxies may be given by any electronic or telecommunication
device except as otherwise provided in the Declaration of Trust. Proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Shareholders of record shall be entitled to vote. As determined
by the Trustees without the vote or consent of Shareholders, on any matter
submitted to a vote of Shareholders, either (i) 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 or (ii)
each dollar of net asset value (number of Shares owned times net asset value per
Share of such Series or Class, as applicable) shall be entitled to one vote on
any matter on which such Shares are entitled to vote and each fractional dollar
amount shall be entitled to a proportionate fractional vote. Without limiting
their power to designate otherwise in accordance with the preceding sentence,
the Trustees have established in the Declaration of Trust that each whole share
shall be entitled to one vote as to any matter on which it is entitled by the
Declaration of Trust to vote and fractional shares shall be entitled to a
proportionate fractional vote. When any Share is held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. If the holder
of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy.

Section 5. Abstentions and Broker Non-Votes. Outstanding Shares represented
in person or by proxy (including Shares which abstain or do not vote with
respect to one or more of any proposals presented for Shareholder approval) will
be counted for purposes of determining whether a quorum is present at a meeting.
Abstentions will be treated as Shares that are present and entitled to vote for
purposes of determining the number of Shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. If a broker or nominee holding Shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to a particular proposal, those Shares will not be considered as present
and entitled to vote with respect to such proposal.

Section 6. Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Delaware business corporation.

Section 7. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law) consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders. Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
<PAGE>
ARTICLE IV

TRUSTEES

Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be given by telephone, cable, wireless, facsimile or other
electronic mechanism to each Trustee at his business address, or personally
delivered to him at least one day before the meeting. Such notice may, however,
be waived by any Trustee. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A notice or waiver of notice need not specify the purpose of any meeting.
The Trustees may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall be deemed to have been held at a place designated by the Trustees at the
meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
a majority of the Trustees consent to the action in writing and the written
consents are filed with the records of the Trustees' meetings. Such consents
shall be treated as a vote for all purposes.

Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be
present in person at any regular or special meeting of the Trustees in order to
constitute a quorum for the transaction of business at such meeting and (except
as otherwise required by law, the Declaration of Trust or these By-laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE V

COMMITTEES

Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) members to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration of Trust or these
By-laws they are prohibited from delegating. The Trustees may also elect from
their own number other Committees from time to time; the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
chairman of any such Committee. In the absence of such designation the Committee
may elect its own Chairman.

Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
<PAGE>
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.

ARTICLE VI

OFFICERS

Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration of Trust or these By-laws, the President, the Treasurer,
the Secretary and any other officer shall each hold office at the pleasure of
the Board of Trustees or until his successor shall have been duly elected and
qualified. Any two or more offices may be held by the same person. Any officer
may be but none need be a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the Chairman. The Trustees may, but need
not, appoint from among their number a Chairman. When present he shall preside
at the meetings of the Shareholders and of the Trustees. He may call meetings of
the Trustees and of any committee thereof whenever he deems it necessary. He
shall be an executive officer of the Trust and shall have, with the President,
general supervision over the business and policies of the Trust, subject to the
limitations imposed upon the President, as provided in Section 5 of this Article
VI.

Section 5. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust or any Series or Class
thereof and to employ such subordinate officers, agents, clerks and employees as
he may find necessary to transact the business of the Trust or any Series or
Class thereof. He shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies or other documents as may be deemed advisable
or necessary in furtherance of the interests of the Trust or any Series thereof.
The President shall have such other powers and duties, as from time to time may
be conferred upon or assigned to him by the Trustees.

Section 6. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.

Section 7. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust or any Series or Class thereof which may come into his hands
to such Custodian as the Trustees may employ. He shall render a statement of
condition of the finances of the Trust or any Series or Class thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of a Treasurer and such other duties as
from time to time may be assigned to him by the Trustees. The Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 8. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Trustees and of the Shareholders in proper books
provided for that purpose; he shall have custody of the seal of the Trust; he
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of a transfer agent. He shall attend to the giving and serving
of all notices by the Trust in accordance with the provisions of these By-laws
and as required by law; and subject to these By-laws, he shall in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Trustees.
<PAGE>
Section 9. Powers and Duties of Assistant Officers. In the absence or
disability of the Treasurer, any officer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each officer shall perform such other duties as from time to time may be
assigned to him by the Trustees. Each officer performing the duties and
exercising the powers of the Treasurer, if any, and any Assistant Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.

Section 10. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.

Section 11. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration of
Trust, the compensation of the officers and Trustees and members of an advisory
board shall be fixed from time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be conferred by
the Trustees. No officer shall be prevented from receiving such compensation as
such officer by reason of the fact that he is also a Trustee.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Trust shall end on the last day of December in each
year, provided, however, that the Trustees may from time to time change the
fiscal year. The taxable year of each Series of the Trust shall be as determined
by the Trustees from time to time.

ARTICLE VIII

SEAL

The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

SUFFICIENCY AND WAIVERS OF NOTICE

Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been sent by mail, telegraph, cable, wireless, facsimile or other
electronic means for the purposes of these By-laws when it has been delivered to
a representative of any company holding itself out as capable of sending notice
by such means with instructions that it be so sent.
<PAGE>
ARTICLE X

AMENDMENTS

These By-laws, or any of them, may be altered, amended or repealed, or new
By-laws may be adopted by (a) vote of a majority of the Outstanding Shares
voting in person or by proxy at a meeting of Shareholders and entitled to vote
or (b) by the Trustees, provided, however, that no By-law may be amended,
adopted or repealed by the Trustees if such amendment, adoption or repeal
requires, pursuant to law, the Declaration of Trust or these By-laws, a vote of
the Shareholders.
<PAGE>