INVESTORS CAPITAL FUNDS, N-1A, 1999-07-29

INVESTORS CAPITAL FUNDS
N-1A, 1999-07-29

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<PAGE>

As filed with the Securities and Exchange Commission on July 28, 1998
File No. 333-____
File No. 811-____

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. [ ]

INVESTORS CAPITAL FUNDS
(Exact Name of Registrant as Specified on Charter)

230 Broadway East
Suite 203
Lynnfield, Massachusetts 01940-2320
(Address of Principal Executive Offices)

(800) 949-1422
(Registrant's Telephone Number)

Theodore E. Charles, President
Investors Capital Funds
230 Broadway East
Suite 203
Lynnfield, Massachusetts 01940-2320

(Name and Address of Agent for Service)

Copies to:
Van P. Carter, Esq. Carolyn F. Mead, Esq.
Doepken Keevican & Weiss First Data Investor
58th Floor Services Group, Inc.
USX Tower 3200 Horizon Drive
600 Grant Street King of Prussia, PA
Pittsburgh, PA 15219 19406-0903

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

Title of Securities Being Registered: Shares of Beneficial Interest of
Investors Capital Funds.

Registrant will file a notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, within ninety days after its fiscal year end.

Registrant hereby amends this Registration Statement under the Securities Act of
1933 on such date or dates as may be necessary to delay its effective date until
Registrant shall file a further amendment which specifically states that such
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until such
Registration Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>

Investors Capital Funds

Investors Capital Internet Fund
Investors Capital Twenty Fund

PROSPECTUS

October __, 1999

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.
<PAGE>

TABLE OF CONTENTS

THE FUNDS
Investors Capital Internet Fund
Investors Capital Twenty Fund

MANAGEMENT OF THE FUNDS

YOUR ACCOUNT
Buying Shares
Selling Your Shares
Additional Information on Buying and Selling Fund Shares

DIVIDENDS, DISTRIBUTIONS AND TAXES

OTHER INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INFORMATION
<PAGE>

INVESTORS CAPITAL INTERNET FUND

FUND INVESTMENT OBJECTIVES
The Fund seeks long term growth of capital through investment in a
non-diversified portfolio of Internet and Internet-related company common
stocks.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND
The Fund seeks to achieve its objective by investing, under normal conditions,
at least 80% of its total assets in the equity securities of domestic and
foreign companies engaged in Internet or Internet-related businesses.

The Internet is a global matrix of computer networks that enables commercial and
professional organizations, government agencies and consumers to communicate
electronically, access and share information and conduct business around the
world.

The advisor generally will select portfolio securities from the following
groups:

INTERNET ACCESS PROVIDERS: Companies that provide users with access to
the Internet.

SOFTWARE DEVELOPERS: Companies that develop software tools to access
the Internet, facilitate information gathering and distribution and
process Internet-based transactions.

HARDWARE MANUFACTURERS: Companies that develop and manufacture
communication equipment, such as modems, switches and routers, used to
facilitate access to the Internet, and those that develop and
manufacture workstations and Personal Communications Systems used to
facilitate access to, and process data across, the Internet and to
provide Internet services.

CONTENT DEVELOPERS: Companies that supply information and entertainment
content, such as games, music, advertisements and video on the
Internet.

PUBLISHING COMPANIES: Companies that provide information about the
Internet through the publication of books, magazines and newspapers,
either on the Internet or in traditional print format.

E-COMMERCE RETAILERS: Companies that conduct a significant portion of
their business through e-commerce retailing operations or companies
that are developing or participating in Internet distribution channels.

OTHER INTERNET COMPANIES: Companies that derive at least a portion of
revenues from Internet-related operations.

TEMPORARY INVESTMENTS
To respond to adverse market, economic, political, foreign or other conditions,
the Fund may invest up to 100% of its assets in U.S. short-term money-market
instruments as a temporary defensive measure. The Fund may also invest up to 35%
of its assets in these securities to maintain liquidity. Some of these
short-term money-market instruments include:

o Commercial paper;
o Certificates of deposit, demand and time deposits and banker's
acceptances;
o U.S. government securities; and
o Repurchase agreements.

To the extent that the Fund engages in a temporary, defensive strategy, the Fund
may not achieve its stated investment objective.

PRINCIPAL RISKS
Investing in common stock has inherent risks, which could cause you to lose
money. Some of the risks of investing in this Fund are listed below and could
adversely affect the Fund's net asset value and total return.

STOCK MARKET RISKS: Movements in the stock market may affect the Fund's
share prices on a daily basis. The overall market and the specific
securities held by the Fund may decline in value and you could lose
money.

STOCK SELECTION RISKS: The stocks in the Fund's portfolio may decline
in value or not increase in value when the stock market in general is
increasing or decreasing in value.

LIQUIDITY RISKS: The advisor may not be able to sell stocks at an
optimal time or price.

INTERNET SPECIFIC RISKS: Internet and Internet-related companies are
generally subject to a more rapid rate of change in technology than
other industries. In addition, many products and services of companies
engaged in the Internet and Internet-related operations are also
subject to relatively high risks of rapid obsolescence caused by
progressive scientific and technological advances.

INDUSTRY CONCENTRATION: The Fund invests primarily in Internet and
Internet-related companies and this concentration may make the Fund
more susceptible to certain risks of that industry than a fund that
invests in a wide range of industry sectors.

SMALL OR NEW COMPANIES: The Fund invests a portion of its assets in the
securities of small or newly public companies that may be subject to
greater price fluctuations and significant losses due to unseasoned
management, increased competition or entrance into new markets. Shares
of a small company may pose greater risks than shares of a large
company because of narrow product lines, limited financial resources,
less depth of management or a limited trading market for its stock.

TECHNOLOGY-RELATED COMPANIES: The value of companies involved in
computers and communication may be vulnerable to the risk of
obsolescence due to technological advances.

FOREIGN SECURITIES: Foreign securities are subject to special risks,
including more limited liquidity; fluctuations in currency exchange
rates; higher brokerage, custodial and other fees; possible delays in
the settlement of transactions; and possible seizure or nationalization
of the company or its assets.

MANAGEMENT: The advisor's skill in choosing appropriate investments
will play a large part in determining whether the Fund is able to
achieve its investment objective. The advisor has no previous
experience managing a retail mutual fund.

SUITABILITY
The Fund may be appropriate for investors who seek a high level of capital
appreciation and who are willing to accept a significant degree of volatility
and risk. Investors who are seeking current income or who have a conservative or
short-term investment approach may wish to consider alternative investments.

Because the Fund concentrates its investments in a single industry (the
Internet), its shares do not represent a complete investment program and the
value of the Fund's shares may fluctuate more than other funds' shares that are
invested in a broader range of industries.

PAST FUND PERFORMANCE
Although past performance of a fund is no guarantee of how it will perform in
the future, historical performance may give you some indication of the risks of
investing in a mutual fund. Performance demonstrates how a mutual fund's returns
have varied over time. The Fund is recently organized and therefore has no
performance history. Once the Fund has performance for at least one calendar
year, a Bar Chart and Performance Table will be included in the prospectus. The
Fund's annual returns will also be compared to the returns of a benchmark index.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you could expect to pay as an
investor in the Fund. SHAREHOLDER FEES are one-time expenses paid directly from
your investment. ANNUAL FUND OPERATING EXPENSES come out of Fund assets and are
reflected in the Fund's total return.

CLASS A SHARES CLASS C SHARES
-------------- --------------
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum front-end sales charge (load) -
% of offering price 5.75% None
Redemption Fee(1) 1.00% 1.50%

ANNUAL FUND OPERATING EXPENSES:
(expenses deducted from fund assets)
Management Fees 1.50% 1.50%
Distribution and Service (12b-1) fees(2) 0.25% 1.00%
Other Expenses(3) 1.25% 1.25%
- --------------------------------------------------------------------------------
TOTAL ANNUAL OPERATING
EXPENSES 3.00% 3.75%

(1) The 1.00% redemption fee for Class A Shares applies only to redemptions in
the first year. The 1.50% redemption fee on Class C shares applies only to
redemptions in the first 18 months. The fee is not applied to shares
acquired through reinvestment of dividends or capital gains.

(2) Includes an annual service fee of 0.25% of the Class A Share's average daily
net assets, and an annual distribution fee of 0.75% and an annual service
fee of 0.25 % of the Class C Share's average daily net assets.

(3) "Other Expenses" are based on the estimated expenses that the Fund expects
to incur in its initial fiscal year.

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that:

o you invest $10,000 in the Fund for the time periods indicated;
o you redeem all of your shares at the end of each time period;
o your investment has a 5% return each year;
o all distributions are reinvested; and
o the Funds' operating expenses remain the same.

This example is for comparison only. Actual return and expenses will be
different and the Fund's performance and expenses may be higher or lower. Based
on the above assumptions, your costs for the Fund would be:

1 year 3 years
- --------------------------------------------------------------------------------
Class A $957 $1,449
Class C $529 $1,146

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
- --------------------------------------------------------------------------------
Class A $861 $1,449
Class C $377 $1,146

INVESTORS CAPITAL TWENTY FUND

FUND INVESTMENT OBJECTIVES
The Fund seeks long-term growth of capital by investing primarily in common
stocks selected for their growth potential. The Fund normally concentrates its
investments in a core group of 20-30 common stocks.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND
The Fund will invest in common stocks of any size, which may include smaller
emerging companies. The Fund will generally concentrate its investments in a
select group of 20-30 common stocks, emphasizing companies in the technology
sector and various consumer sectors, including personal care products,
pharmaceuticals and food products. The Fund may invest without limit in foreign
securities.

The advisor selects stocks by looking for companies with strong earnings growth
potential that have not been recognized in the overall market. Special emphasis
will be placed on mid cap and large cap companies that the advisor believes
demonstrate:

o Financial stability
o Relative market value
o Strong earnings growth potential
o Dominant or strong market position
o Outstanding leadership.

Current income is not an important consideration in selecting the Fund's
investments. If the advisor is unable to find investments that have the desired
potential, a significant portion of the Fund's assets may be invested in cash or
similar investments.

TEMPORARY INVESTMENTS
To respond to adverse market, economic, political or other conditions, the Fund
may invest up to 100% of its assets in U.S. and foreign short-term money-market
instruments as a temporary defensive measure. The Fund may also invest up to 35%
of its assets in these securities to maintain liquidity. Some of the short-term
money-market instruments include:

o Commercial paper
o Certificates of deposit, demand and time deposits and banker's
acceptances
o U.S. government securities
o Repurchase agreements.

To the extent that the Fund engages in a temporary, defensive strategy, the Fund
may not achieve its investment objective.

PRINCIPAL RISKS
There are risks involved with any investment, but the risks associated with an
investment in the Fund include:

STOCK SELECTION RISKS: The stocks in the Fund's portfolio may decline
in value or not increase in value when the stock market in general is
increasing or decreasing in value.

SMALL OR NEW COMPANIES. The Fund may invest in the securities of small
or newly public companies that may be subject to greater price
fluctuations and significant losses due to unseasoned management,
increased competition or entrance into new markets. Shares of a small
company may pose greater risks than shares of a large company because
of narrow product lines, limited financial resources, less depth of
management or a limited trading market for its stock.

TECHNOLOGY-RELATED COMPANIES: The value of companies involved in
computers and communication may be vulnerable to the risk of
obsolescence due to technological advances.

FOREIGN SECURITIES. Foreign securities are subject to special risks,
including more limited liquidity; fluctuations in currency exchange
rates; higher brokerage, custodial fees and other fees; possible delays
in settlement of transactions; and possible seizure, expropriation or
nationalization of the company or its assets.

MANAGEMENT. The advisor's skill in choosing appropriate investments
will play a large part in determining whether the Fund is able to
achieve its investment objective. The advisor has no previous
experience managing a retail mutual fund.

SUITABILITY
The Fund may be appropriate for investors who seek a high level of capital
appreciation and who are able to accept short-term fluctuations in return for
the potential of greater long-term growth. Investors who are seeking current
income or who have a conservative or short-term investment approach may wish to
consider alternative investments.

FEES AND EXPENSES OF THE FUND

(3) "Other Expenses" are based on the estimated expenses that the Fund expects
to incur in its initial fiscal year.

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that:
o you invest $10,000 in the Fund for the time periods indicated;
o you redeem all of your shares at the end of each time period;
o your investment has a 5% return each year;
o all distributions are reinvested; and
o the Fund's operating expenses remain the same.

1 year 3 years
- --------------------------------------------------------------------------------
Class A $957 $1,449
Class C $529 $1,146

You would pay the following expenses if you did not redeem your shares:

1 year 3 years
- --------------------------------------------------------------------------------
Class A $861 $1,449
Class C $377 $1,146
<PAGE>

MANAGEMENT OF THE FUNDS The Funds' investment advisor is:

Eastern Point Advisors, Inc.
230 Broadway East
Lynnfield, Massachusetts 01940-2320

The advisor is responsible for the selection, purchasing, monitoring and sale of
the securities in each Fund's investment portfolio. The advisor also arranges
for the transfer agency, custody and all other services necessary to operate the
Funds.

Eastern Point Advisors, Inc. was founded in 1995. In addition to the Funds, the
advisor manages private accounts, consisting primarily of individual accounts.
As of June 30, 1999, the advisor had approximately $100 million of assets under
management.

PORTFOLIO MANAGEMENT
Frederick F. Sears serves as the portfolio manager for each of the Funds. Mr.
Sears graduated from Boston University in 1990 with a Bachelor of Arts degree in
English and subsequently participated in Boston University's Masters of Business
Administration program. From 1994 to 1995, Mr. Sears researched and analyzed
companies for Boston-based FinNet, a financial services firm. From 1995 until
1998, Mr. Sears researched and analyzed companies for Boston-based Culverwell &
Company, a broker-dealer and investment banker specializing in small and
micro-cap securities. He is also the founder (1999) and General Partner of
Clermont Capital and the Clermont Fund, a United States-based long/short hedge
fund specializing in growth stocks. The Clermont Fund is designed specifically
for wealthy individuals or institutional clients.

MANAGEMENT FEES
The Funds pay the advisor a monthly fee for providing investment advisory
services. After taking into account fee waivers, the Funds pay the following
investment advisory fees to the advisor:

Fees as a % of
Fund average daily net assets
- ---- ------------------------
Investors Capital Internet Fund %
Investors Capital Twenty Fund %

The fees paid to the advisor reflect a voluntary undertaking to waive and/or
reimburse fees so that total operating expenses do not exceed the following:

o 5.00% for the Investors Capital Internet Fund
o 5.00% for the Investors Capital Twenty Fund

The advisor has the right to terminate the fee waiver at any time with 60 day's
notice. Any waiver or reimbursement by the advisor is subject to repayment by
the Funds within the following three years if the Funds are able to make the
repayment without exceeding their current expense limits.

YEAR 2000 COMPLIANCE
The advisor is taking steps that it believes are reasonably designed to address
Year 2000 compliance issues with respect to its computer systems. The Funds'
other major service providers have informed the advisor that they have taken
comparable steps. However, there can be no assurance that these steps will be
sufficient to avoid any adverse impact on the business of the Funds.

YOUR ACCOUNT

INVESTING IN THE FUNDS
Each Fund offers two classes of shares. Each class of shares has a different
combination of sales charges, fees and other features. You should consult your
financial advisor to determine which class best suits your investment goals and
time frame.

CHOOSING A SHARE CLASS

CLASS A SHARES

Class A shares have a maximum up-front sales charge of 5.75% that you pay when
you buy your shares. The front-end sales charge for the Class A shares decreases
with the amount you invest and is included in the offering price.

- --------------------------------------------------------------------------------
Sales charge as % of
Sales charge as % of amount invested
Amount invested offering price in each Fund
- --------------- -------------- ------------
less than $50,000 5.75%
$50,000 but less than $100,000 4.75%
$100,000 but less than $500,000 3.75%
$500,000 but less than $1,000,000 2.75%
$1,000,000 or more 1.00%
- --------------------------------------------------------------------------------

Under certain circumstances, the sales charge for Class A shares may be waived.
Please see the Statement of Additional Information.

Class A shares are also subject to an annual 12b-1 fee of 0.25% of average daily
net assets, which is lower than the 12b-1 fee for the Class C shares.

WAYS TO REDUCE SALES CHARGES
Investors can reduce or eliminate sales charges on Class A shares under certain
conditions:

COMBINED PURCHASES
Purchase made at the same time by an individual, his or her spouse and any
children under the age of 21 are added together to determine the sales charge
rate.

RIGHT OF ACCUMULATION
If you already hold Class A shares of a Fund, the sales charge rate on
additional purchases can be based on your total Class A shares in the Fund.

LETTER OF INTENT
This non-binding agreement allows you to purchase Class A shares over a period
of 13 months with the sales charge that would have applied if you had purchased
them all at once.

COMBINATION PRIVILEGE
You can use the combined total of Class A shares of the Funds for the purpose of
calculating the sales charge.

PLEASE NOTE:
YOU MUST ADVISE YOUR DEALER, THE TRANSFER AGENT OR THE FUND IF YOU QUALIFY FOR A
REDUCTION AND/OR WAIVER IN SALES CHARGES.

CLASS C SHARES

o Class C shares have no up-front sales charge, so that the full amount of
your purchase is invested in the Funds.

o Class C shares are subject to an annual 12b-1 fee of 1%, of which 0.25% are
service fees paid to the distributor, dealers or others for providing
personal services and maintaining shareholder accounts.

o Because of the higher 12b-1 fees, Class C shares have higher expenses and
pay lower dividends than Class A shares.

Each Fund has adopted a separate 12b-1 plan that allows it to pay distribution
fees for the sales and distribution of its shares. Because these fees are paid
out of the Fund's assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

BUYING SHARES
You can purchase shares of the Funds through broker-dealers or directly through
the advisor. You may buy shares in either Fund with an initial investment of
$250 or more. Additional investments may be made for as little as $50. The Funds
have the right to waive the minimum investment requirements for employees of the
Funds' investment advisor and its affiliates. The Funds also have the right to
reject any purchase order.

Purchase Price.
The price of the Fund's shares is based on the Net Asset Value (NAV). The Funds
calculate NAV by adding the total market value of the Fund's investments and
other assets, subtracting any liabilities, and then dividing that figure by the
total number of outstanding shares of the Fund (assets-liabilities/# of shares =
NAV). Each Fund's NAV is calculated at the close of regular trading of the New
York Stock Exchange ("NYSE"), normally 4 p.m. Eastern time.

<TABLE>
TO BUY SHARES:
<CAPTION>

INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
<S> <C> <C>
By Mail o Complete and sign the account o Make your check payable to the
registration. Fund in which you wish to invest.
o Make your check payable to the Fund in o Fill out an investment slip from an
which you wish to invest. account statement, include your name and
o Mail the application and your check to: account number. Mail to:
FIRST DATA INVESTOR SERVICES
GROUP, INC. FIRST DATA INVESTOR SERVICES GROUP, INC.
211 SOUTH GULPH ROAD 211 SOUTH GULPH ROAD
P.O. BOX 61767 P.O. BOX 61767
KING OF PRUSSIA, PA 19406 KING OF PRUSSIA, PA 19406
o Minimum Initial Investment is $250. o Minimum subsequent investment for all
accounts is $50.

By Wire o Call (800) 000-0000 to arrange for a wire o Call (800) 000-0000 to arrange for a
purchase. For same day purchase, the wire wire purchase. For same day purchase, the
must be received by 4:00 p.m. Eastern time. wire must be received by 4:00 p.m. Eastern
o Wire federal funds to: time.
BOSTON SAFE DEPOSIT &TRUST o Wire federal funds to:
ABA #011001234 BOSTON SAFE DEPOSIT &TRUST
CREDIT: (INSERT NAME OF YOUR FUND) ABA #011001234
ACCT. #: CREDIT: (INSERT NAME OF YOUR FUND)
FBO: (INSERT YOUR NAME AND ACCT. #:
ACCOUNT NUMBER.) FBO: (INSERT YOUR NAME AND
o Mail completed account registration to ACCOUNT NUMBER.)
the address above. o Note: Your bank may charge a wire fee.
o Note: Your bank may charge a wire fee.

By Exchange o You may open an account by making an o You may add to an existing account by
exchange from an existing account. Exchanges making an exchange from an existing
can be made by mail, fax or telephone. Call account. Exchanges can be made by mail, fax
(800) 000-0000 for help. or telephone. Call (800) 000-0000 for help.
o Note: No fee or charge will apply, but o Completed authorization form must be on
there may be a capital gain or loss. file in advance.
o Exchanges are permitted only between the o Note: No fee or charge will apply, but
same classes of shares. there may be a capital gain or loss.
o Exchanges are permitted only between the
same classes of shares.

By Automatic o You must open a regular Fund account with o Call (800) 000-0000 to request the form.
Investment $250 minimum prior to participating in this o Complete and return the form and any
Plan plan. other required materials.
</TABLE>

Banks, brokers, 401(k) plans, financial advisors or financial supermarkets may
charge additional transaction fees, which would not be charged if shares were
purchased directly from the Funds.

The Funds may accept telephone orders. Unless you decline telephone privileges
on your account application, you may be responsible for any fraudulent telephone
orders as long as the Funds take reasonable measures to verify the orders.

Retirement Accounts
- -------------------
Shares of the Funds are available for purchase through individual retirement
accounts ("IRAs") and other retirement plans. Accounts established under such
plans must have all dividends reinvested in the Funds. For more information
about these plans or for an IRA application, please call 800-000-0000.

SELLING YOUR SHARES
You may sell or "redeem" your shares on any day the NYSE is open, either
directly through the advisor or through your broker-dealer. The price you
receive will be the NAV next calculated after the Fund's transfer agent receives
and accepts your redemption request.

Selling Recently Purchased Shares
- ---------------------------------
The Funds will redeem shares that were recently purchased by check, but may
delay mailing the proceeds for up to 15 business days to allow the purchase
check to clear.

Signature Guarantees
- --------------------
A signature guarantee protects you against fraud by guaranteeing your signature
is authentic. A guarantee is required on all redemption requests over $10,000 or
when the redemption proceeds are to be sent to someone other than the owner of
record or to an address or bank account other than those of record. Most banks
or financial institutions can provide you with a signature guarantee, but a
notary public can not.

TO SELL SHARES:

By Mail o Submit a written request for redemption with:
|X| The Fund's name;
|X| Your Fund account number;
|X| The dollar amount or number of shares or percentage of
the account to be redeemed; and
|X| Signatures of all persons required to sign for
transactions, exactly as the shares are registered.
o Mail your request to:
First Data Investor Services Group, Inc.
211 South Gulf Road
P.O. Box 61767
King of Prussia, PA 19406
o A check will be mailed to the name
and address in which the account is
registered.

By Wire o This option must be elected either in the initial application
or subsequently in writing.
o Call (800) 000-0000.
o Wire redemption requests must be received before 4:00 p.m. for
money to be wired the next business day.
o There is a $___ charge for redemptions under $10,000 made by
wire.

By Telephone o This service must be elected in advance, either in the initial
application or subsequently in writing.
o Call (800) 000-0000 with your request.
o The Fund will use reasonable
procedures to confirm that the
request is genuine.
o Written confirmation will be provided.

By Systematic o Complete the appropriate section on the Account Registration
Withdrawal or call (800) 000-0000 to request a form to add the plan.
Plan o To participate, you must own or purchase shares with a value
of at least $10,000.
o Withdrawals can be monthly,
quarterly, semi-annually or
annually. The minimum amount is
$100. Redemption fees will not be
charged under this plan.

PLEASE NOTE THAT IF YOU USE A BROKER-DEALER OR FINANCIAL INSTITUTION TO ASSIST
YOU IN ANY OF THESE TRANSACTIONS, THEY MAY CHARGE A FEE FOR THIS SERVICE THAT
WOULD NOT BE CHARGED BY THE FUNDS.

ADDITIONAL INFORMATION ON BUYING AND SELLING FUND SHARES

General Policies
- ----------------
The Funds reserve the right to:

o reject any purchase order when the Funds determine that it is not in
the best interest of the Funds or their shareholders to accept such
order. The Funds will not permit market-timing or other abusive
trading practices in the Funds;
o make redemptions-in-kind (payments in portfolio securities rather
than cash) if the amount to be redeemed is large enough to affect
fund operations (for example, if it represents more than 1% of the
Fund's assets);
o refuse purchase or exchange requests in excess of 1% of the Fund's
total assets;
o change the minimum investment amounts;
o cancel any purchase order and impose a $20 returned check fee if the
purchase check does not clear;
o reject checks drawn on banks outside the United States or endorsed
over by a third party. All investments must be made in U.S. dollars.

Timing of Purchase or Sale Requests
- -----------------------------------
All requests received in good order by the transfer agent before the close of
the NYSE, typically 4:00 p.m. Eastern time, will be executed the same day, at
that day's NAV. Orders received after the close of the NYSE will be executed the
following day, at that day's NAV. Purchase and redemption orders are executed
only on days when the NYSE is open for trading. The NYSE is closed on New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas. If the NYSE closes
early, the deadlines for purchase and redemption orders will be accelerated to
the earlier closing time.

Determination of NAV
- --------------------
The NAV for the Funds is calculated at the close of regular trading hours of the
NYSE, which is normally 4:00 p.m. Eastern time. Each Fund calculates NAV by
adding up the total value of the Fund's investments and other assets,
subtracting liabilities, and then dividing that figure by the number of the
Fund's outstanding shares. The Fund's investments are valued based on market
value, or where market quotations are not available, on fair value as determined
in good faith by the Board of Trustees.

Redemption Policies
- -------------------
Payment for redemptions of Fund shares is usually made within one business day,
but no later than seven calendar days after receipt of your redemption request,
unless your purchase check has not yet cleared. The Funds may suspend the right
of redemption or postpone the date of payment for more than seven days during
any period when (1) trading on the NYSE is restricted or the NYSE is closed for
other than customary weekends and holidays, (2) the SEC has by order permitted
such suspension for the protection of the Funds' shareholders, or (3) an
emergency exists making disposal of portfolio securities or valuation of net
assets of the Funds not reasonably practicable.

Redemption Fees
- ---------------
To discourage short-term trading, purchases of Class A shares are subject to a
1.00% redemption fee on shares redeemed within 12 months of acquisition. Class C
shares are subject to a 1.50% redemption fee on shares redeemed within 18 months
of acquisition. Redemption fees are not imposed on shares acquired through the
reinvestment of dividends or capital gains distributions.

Minimum Balances
- ----------------
The Funds may redeem your remaining shares at net asset value if the balance of
your account falls below $250 due to redemptions. The Fund will notify you if
your balance has fallen below $250 and you will have 60 days to increase your
account balance before your shares are redeemed. The Fund may close any account
without notice if the account is inactive and the value of the account is $0.

Exchange Privileges
- -------------------
You may exchange all or part of your shares for shares of the same class in the
other Fund without paying a sales charge at the time of the exchange. Exchanges
are made based on the net asset value per share of each Fund at the time of the
exchange. You will not pay sales charges on shares acquired through reinvestment
of dividends. Exchanges are subject to the minimum investment requirements. You
may exchange shares by mail or telephone if authorized on the account
registration form. Telephone exchanges may be difficult to implement in times of
drastic economic or market changes. The Funds have the right to limit exchanges
to four times a year.

An exchange may result in a capital gain or loss for tax purposes. The Fund may
change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions.

Mailings to Shareholders
- ------------------------
The Funds mail quarterly statements summarizing the activity in your account(s)
and confirmations following each purchase or sale of your Fund shares. To reduce
expenses, the Funds will limit mailings of most financial reports, prospectuses
and account statements to one copy for each address that lists one or more
shareholders with the same last name. If you would like additional copies of
financial reports and prospectuses or separate mailings of account statements,
please call 800-000-0000.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Funds generally pay dividends and distributions of virtually all of their
net investment income and net realized capital gains at least once a year.

A dividend from net investment income represents the income the Fund earns from
dividends and interest paid on its investments, after payment of the Fund's
expenses.

A capital gain is the increase in value of a security that the Fund holds. The
gain is "unrealized" until the security is sold. Each realized capital gain is
either short-term or long-term depending on how long the Fund held the security,
regardless of how long you have held your shares. If the gain is on a security
held by the Fund one year or less, it is considered short term; a gain on a
security held more than one year by the Fund is considered long term.

Reinvestment Option
- -------------------
Dividend and capital gain distributions will be automatically reinvested in
additional shares of the Fund unless you elect to receive them by check on the
account application. You may change your dividend option at any time by
requesting a change in writing. You must have your dividends reinvested if you
participate in the Systematic Withdrawal Plan or any Retirement Plans. Dividends
are reinvested at the ex-dividend date at the NAV determined at the close of
business that day. There are no fees or charges on reinvestments.

Taxes on Dividends and Distributions
- ------------------------------------
Dividends you receive from a Fund, whether reinvested or taken in cash, are
generally taxable as ordinary income. Capital gains distributions are taxed
based on how long the Fund held the assets that generated the capital gain. This
is true no matter how long you have owned your shares or whether you reinvest
your distributions or receive them in cash.

The sale of Fund shares or the exchange of shares between two Funds is a taxable
event; you may realize a capital gain or loss on these transactions. You should
consult your own tax advisor for more specific information about federal, state
and local tax consequences.

You will receive an annual statement on the source and tax status of all
distributions for federal income tax purposes. You will also receive information
showing which portion of the distributions is not taxable in certain states.

Backup Withholding
- ------------------
Shareholders may have 31% of their distributions and proceeds withheld if the
Fund does not have complete, correct taxpayer information on file as required by
law.

OTHER INVESTMENT STRATEGIES AND RISKS
The Funds' main investment strategies are set out in the front of the
prospectus. The Funds may also use other investment strategies and invest in
securities that are not discussed in this prospectus, but which are described in
detail in the Funds' Statement of Additional Information (SAI). You may obtain a
copy of the SAI without charge by calling 800-000-00000.

Other Potential Risks
- ---------------------
Each Fund may, at times, invest a small portion of its assets in derivative
securities, such as future contracts and options. In addition, the Funds may
enter into interest rate, currency and swap agreements, which are deemed
derivatives. Derivatives can be illiquid, and a small investment in a derivative
could have a potentially large impact on the Fund's performance.

Defensive Investing
- -------------------
The Funds may occasionally take temporary defensive positions that are
inconsistent with each Fund's principal investment strategies when the advisor
deems it necessary to respond to adverse economic, political or other
conditions. At such time, the Funds may invest temporarily and without
limitation in U. S. government obligations, money market instruments and
repurchase agreements. When a Fund takes a temporary investment position, it may
not achieve its investment goals.

ADDITIONAL INFORMATION

For investors who want more information about the Funds, the following document
is available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
prospectus.

You can get free copies of the SAI, request other information and ask questions
about the Funds by contacting:

Investors Capital Funds
230 Broadway East
Suite 203
Lynnfield, MA 01940-2320
Telephone: (800) 000-0000
E-mail:
Internet address:

You can review the Funds' SAI at the Public Reference Room of the Securities and
Exchange Commission (SEC). For paper copies, write or call the Public Reference
Room of the SEC, Washington, D.C. 20549-6009.

Telephone: 800-SEC-0330. Note: The SEC charges a duplicating fee for paper
copies.

You may also download a copy of this document from the SEC's Internet website
for no charge at http://www.sec.gov.

The Trust's SEC File No. is ________
<PAGE>

INVESTORS CAPITAL FUNDS

STATEMENT OF ADDITIONAL INFORMATION

INVESTORS CAPITAL INTERNET FUND
INVESTORS CAPITAL TWENTY FUND

October___, 1999

This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the Investors Capital Funds' prospectus dated October ,
1999, which is incorporated by reference herein. The information in this
Statement of Additional Information expands on information contained in the
prospectus. The prospectus can be obtained without charge by contacting either
the dealer through whom you purchased shares or the Distributor at the phone
number or address below.

PRINCIPAL DISTRIBUTOR

Investors Capital Corporation
230 Broadway East
Suite 203
Lynnfield, Massachusetts 01940
(800) 949-1422
<PAGE>

TABLE OF CONTENTS

PAGE

Investors Capital Funds 1

Investment Strategies and Related Risks 1

Other Investment Practices and Risks 8

Investment Restrictions 10

Management of the Trust 11

Investment Management and Other Services 13

Description of Trust's Shares 16

Brokerage 17

Purchase, Redemption and Pricing of Shares 17

Net Asset Value 20

Taxes 21

Determination of Performance 24

Financial Statements 24

Appendix A - Description of Securities Ratings A-1
<PAGE>

INVESTORS CAPITAL FUNDS

Investors Capital Funds (the "Trust"), 230 Broadway East, Suite 203, Lynnfield,
Massachusetts 01940, is a non-diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Trust was organized as a Delaware business trust on July 14,
1999.

The Trust offers shares of beneficial interest (the "shares") in the Investors
Capital Internet Fund and Investors Capital Twenty Fund (each a "Fund" and
collectively, the "Funds"). Each Fund is a separate portfolio of investments
with its own investment objective and offers two classes of shares: Class A
shares and Class C shares (referred to individually as a "class" and
collectively as the "classes").

INVESTMENT STRATEGIES AND RELATED RISKS

The prospectus describes the fundamental investment objectives and certain
restrictions applicable to the Funds. The following supplements the information
found in the prospectus concerning the investment policies of the Trust. The
investment practices described below, except for the discussion on portfolio
loan transactions, are not fundamental and may be changed by the Board of
Trustees without shareholder approval.

INTERNET AND INTERNET-RELATED COMPANIES. The Investors Capital Internet Fund
will invest in Internet and Internet-related companies, as defined in the
Prospectus, and will therefore be subject to risks in addition to those that
apply to the general equity and debt markets. Some events may disproportionately
affect the Internet-related sector as a whole or a particular industry in this
sector. Accordingly, this Fund may be subject to greater market volatility than
a fund that does not concentrate in a particular economic sector or industry.

In addition, some Internet-related companies are subject to governmental
regulation, which may limit their activities and may affect their ability to
earn a profit from a given line of business. Some Internet-related businesses
are subject to intense competitive pressures, including market share and price
competition.

COMMON STOCK. The Funds will generally invest in common stocks. Common stock
represents an equity (ownership) interest in a company or other entity. This
ownership interest often gives the Funds the right to vote on measures affecting
the company's organization and operations. Although common stocks generally have
a history of long-term growth in value, common stock prices are often volatile
in the short-term and can be influenced by general market risk and specific
corporate risks.

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities.
Convertible securities may be bonds, preferred stock or other securities that
pay a fixed rate of interest or dividends, but offer the owner the option of
converting the security into common stock. The value of convertible securities
will change based on the price of the underlying common stock. Convertible
securities generally pay less interest or dividend income than similar
non-convertible securities, but a non-convertible security's income provides a
cushion against the stock's price declines.

SMALL CAPITALIZATION COMPANIES. The Funds may invest in companies with market
capitalizations of $1 billion or less. Investing in the common stock of smaller
companies involves special risks and considerations not typically associated
with investing in the common stock of larger companies. The securities of
smaller companies may experience more market price volatility than the
securities of larger companies. These companies are typically subject to more
dramatic changes in earnings and business prospects than larger, more
established companies. In addition, the securities of smaller companies are less
liquid because they tend to trade over-the-counter or on regional exchanges, and
the frequency and volume of their trading are often substantially less than for
securities of larger companies.

FOREIGN SECURITIES. Each Fund may invest directly in foreign securities or
indirectly in foreign securities through American Depository Receipts and
European Depository Receipts ("ADRs" and "EDRs"). For many foreign securities,
there are U.S. dollar denominated ADRs, which are bought and sold in the United
States and are issued by domestic banks. ADRs represent the right to receive
securities of foreign issuers deposited in the domestic bank or a correspondent
bank. Generally, there is a large, liquid market in the United States for most
ADRs. Each Fund may also invest in EDRs, which are receipts evidencing an
arrangement with a European bank similar to that for ADRs and are designed for
use in the European securities markets. EDRs are not necessarily denominated in
the currency of the underlying security. The Funds will not invest in
unsponsored ADRs and EDRs.

RISKS OF FOREIGN SECURITIES. Investments in foreign securities may involve a
greater degree of risk than securities of U.S. issuers. There may be less
information about foreign companies in the form of reports and ratings than
about U.S. issuers. Foreign issuers may not be subject to uniform accounting,
auditing and financial reporting requirements comparable to those applicable to
U.S. issuers. Foreign markets may not be as developed or efficient as those in
the United States and there is generally less government supervision and
regulation of securities exchanges, brokers and listed issuers than in the
United States.

Additionally, there is the possibility of adverse changes in investment or
exchange control regulations, expropriation, nationalization, foreign taxation,
limitations on the removal of assets of a Fund from a country, political or
social instability, or diplomatic developments.

If a Fund's foreign securities are denominated in currencies other than the U.S.
dollar, changes in foreign currency exchange rates will affect the Fund's net
asset value, the value of dividends and interest earned, gains and losses
realized on the sale of securities, and any net investment income and gains that
the Fund distributes to shareholders.

RESTRICTED SECURITIES. The Funds may purchase securities that are not registered
under the Securities Act of 1933, as amended (the "1933 Act") and which are
subject to restrictions on transfer. Each Fund will limit investments in
restricted securities to no more than 15% of the Fund's total assets, excluding
restricted securities eligible for resale pursuant to Rule 144A that have been
determined to be liquid by the Funds' Board of Trustees.

RULE 144A SECURITIES. Each Fund may purchase securities which are not registered
under the 1933 Act but which can be sold to "qualified institutional buyers" in
accordance with Rule 144A under the 1933 Act. These securities may be classified
as "illiquid securities", however, any such security will not be considered
illiquid if it is determined by the Advisor, under guidelines approved by the
Funds' Board of Trustees, that an adequate market exists for that security. This
investment practice could have the effect of raising the level of illiquidity in
a Fund during any period in which qualified institutional buyers are not
interested in purchasing these restricted securities.

ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
securities that are illiquid because of restrictions on transferability or other
reasons. Illiquid securities generally include securities that cannot be sold
within seven business days in the ordinary course of business at approximately
the price at which the Fund has valued the securities. Repurchase agreements
with maturities in excess of seven business days and securities that are not
registered under the 1933 Act, but that may be purchased by institutional buyers
pursuant to Rule 144A under the Securities Act, are subject to this 15% limit
(unless such securities are variable amount master demand notes with maturities
of nine months or less or unless the Board determines that a liquid trading
market exists).

WHEN-ISSUED SECURITIES. The Funds may invest in securities prior to their date
of issue. These securities could rise or fall in value by the time they are
actually issued, which may be any time from a few days to over a year.

FIXED-INCOME SECURITIES. Each Fund may invest in fixed-income securities. Even
though interest-bearing securities are investments which promise a stable
stream of income, the prices of such securities are affected by changes in
interest rates. In general, bond prices rise when interest rates fall and fall
when interest rates rise. The values of fixed-income securities also may be
affected by changes in the credit rating or financial condition of the issuing
entities. Once the rating of a portfolio security has been changed, the Fund
will consider all circumstances deemed relevant in determining whether to
continue to hold the security.

U.S. GOVERNMENT SECURITIES. Each Fund may invest in certain securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities,
including U.S. Treasury securities, which differ in their interest rates,
maturities and times of issuance. Treasury bills have a maturity of one year or
less. Treasury notes have a maturity of one to ten years and Treasury bonds
generally have maturities of greater than ten years at the date of issuance.
Some obligations issued or guaranteed by U.S. government agencies and
instrumentalities, such as Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the U.S. Treasury.
Other obligations such as those of the Federal Home Loan Bank, are supported
only by the credit of the instrumentalities. Government securities may have
fixed, floating or variable rates of interest. Principal and interest may
fluctuate based on generally recognized reference rates or the relationship of
rates. No assurance can be given that the U.S. government would provide
financial support to U.S. government instrumentalities as it is not obligated to
do so by law.

CREDIT RATINGS. When investing in fixed income securities, the Funds will
purchase only those securities rated at the time of purchase within the four
highest grades assigned by Standard & Poor's Rating Group ("S&P") (AAA,AA,A,BB)
or Moody's Investor's Service, Inc. (Moody's) (Aaa, Aa, A, Baa)

Generally, the ratings of Moody's and S&P represent the opinions of these
agencies as to the credit quality of the securities, which they rate. These
ratings are subjective and are not absolute standards of quality. Changes in the
rating of any fixed-income security or in the ability of the issuer to make
payments of interest and principal will affect the value of the security.

See Appendix A attached to this Statement of Additional Information for a
description of the rating categories. A Fund may invest in eligible unrated
securities, which, in the opinion of the Advisor, offer comparable risks to
permissible rated securities. A security may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Fund after purchase.
Neither of these events will necessarily require the Fund to sell the
securities.

Fixed-Income investments bear certain risks, including Credit Risk, or the
ability of an issuer to pay interest and principal as they become due.
Generally, lower quality, higher yielding bonds are subject to more credit risk
than higher quality, lower yielding bonds. Interest rate risk refers to the
fluctuations in value of fixed-income securities resulting from the inverse
relationship between the market value of outstanding fixed-income securities and
changes in interest rates. An increase in interest rates will generally reduce
the market value of fixed-income investments, and a decline in interest rates
will tend to increase their value.

Call risk is the risk that an issuer will pay principal on an obligation earlier
than scheduled or expected, which would accelerate cash flows from, and shorten
the average life of, the security. Bonds are typically called when interest
rates have declined. In the event of a bond being called, the Advisor may have
to reinvest in lower yielding securities to the detriment of the Fund.

Extension risk is the risk that an issuer may pay principal on an obligation
slower than expected, having the effect of extending the average life and
duration of the obligation. This typically happens when interest rates have
increased.

REPURCHASE AGREEMENTS. The Funds may enter into repurchase agreements with
approved banks and broker-dealers. In a repurchase agreement, a Fund purchases
securities with the understanding that they will be repurchased by the seller at
a set price on a set date.

Repurchase agreements involve some credit risk. For example, if a seller
defaults, a fund will suffer a loss if the proceeds from the sale of the
collateral are lower than the repurchase price. To minimize risk, collateral
must be held with the Funds' custodian at least equal to the repurchase price,
including any accrued interest.

DERIVATIVES. The Funds may invest in derivative instruments, which are financial
instruments whose performance and value are derived, at least in part, from
another source, such as the performance of an underlying asset or security.
Derivatives may be purchased for hedging purposes, to enhance returns, as a
substitute for purchasing or selling securities, to maintain liquidity or in
anticipation of changes in the composition of its portfolio holdings. The Funds'
transactions in derivative instruments may include the purchase and writing of
options on securities.

WRITING COVERED OPTIONS. A call option on securities obligates the Fund to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the option's expiration date. A put
option on securities obligates the Fund to purchase specified securities from
the option holder at a specified price if the option is exercised at any time
before the option's expiration date. Writing covered call options may deprive a
Fund of the opportunity to profit from an increase in the market price of the
securities in its portfolio. Writing covered put options may deprive a Fund of
the opportunity to profit from a decrease in the market price of the securities
to be acquired for its portfolio.

All call and put options written by the Funds are covered by (1) maintaining
cash or liquid securities in a segregated account with a value at least equal to
a Fund's obligation under the option, (2) entering into an offsetting forward
commitment and/or (3) purchasing an offsetting option or any other option which,
by virtue of its exercise price or otherwise, reduces the Fund's net exposure on
its written option position. A written call option on securities is typically
covered by maintaining the securities that are subject to the option in a
segregated account.

A Fund may terminate its obligations under an exchange-traded call or put option
by purchasing an option identical to the one it has written. Obligations under
over-the-counter options may be terminated only by entering into an offsetting
transaction with the other party to the option. These purchases are referred to
as "closing purchase transactions."

PURCHASING OPTIONS. A Fund would normally purchase call options in anticipation
of an increase, or put options in anticipation of a decrease ("protective puts")
in the market value of securities of the type in which it may invest. A Fund may
also sell call and put options to close out its purchased options.

The purchase of a call option enables a fund to purchase specified securities at
a set price during the option period, in return for the premium paid. A fund
would ordinarily realize a gain on the purchase of a call option if, during the
option period, the value of such securities exceeded the sum of the exercise
price, the premium paid and transaction costs; otherwise the fund would realize
either no gain or a loss on the purchase of the call option.

The purchase of a put option enables a fund to sell specified securities at a
specified price during the option period, in exchange for the premium paid. The
purchase of protective puts is designed to offset or hedge against a decline in
the market value of a fund's portfolio securities. Put options may also be
purchased for the purpose of benefiting from a decline in the price of
securities, which it does not own. A fund would ordinarily realize a gain if,
during the option period, the value of the underlying securities decreased below
the exercise price sufficiently to cover the premium and transaction costs;
otherwise the fund would realize either no gain or a loss on the purchase of the
put option. Gains and losses on the purchase of put options may be offset by
compensating changes in the value of the fund's portfolio securities.

RISKS ASSOCIATED WITH OPTIONS TRANSACTIONS. The success of transactions in
derivative instruments depends on the Advisor's judgment as to their potential
risks and rewards. Use of derivatives exposes a fund to additional investment
risks and transaction costs. Risks inherent in the use of derivative instruments
include: adverse movements in the prices of securities or currencies and the
possible absence of a liquid secondary market for any particular instrument.

OTHER INVESTMENT PRACTICES AND RISKS

LENDING PORTFOLIO SECURITIES. The Funds may lend their portfolio securities.
These loans are secured by the delivery to a Fund of cash collateral, which may
be invested in short-term debt securities and money market funds. The Funds may
make loans only to broker-dealers who are members of the New York Stock Exchange
(NYSE), or who have net capital of at least $10,000,000. Such loans will not be
made against less than 100% cash collateral maintained at 100% of the market
value (marked-to-market daily) of the loaned securities. Loans will be made only
if a Fund can terminate the loan at any time.

When a Fund lends portfolio securities, there is a risk that the borrower may
fail to return the securities. As a result, a Fund may incur a loss or, in the
event of a borrower's bankruptcy, may be prevented from or delayed in,
liquidating the collateral.

REVERSE REPURCHASE AGREEMENTS. The Funds may enter reverse repurchase agreements
under which a Fund sells portfolio assets with an agreement to repurchase the
assets at a later date at a set price. The Fund continues to receive principal
and interest payments on these securities. The Funds will maintain a segregated
custodial account consisting of cash or liquid securities of any type or
maturity, having a value at least equal to the repurchase price, plus accrued
interest.

Reverse repurchase agreements involve the risk that the value of the securities
sold by a fund may decline below the price of the securities the fund is
obligated to repurchase. Reverse repurchase agreements are borrowings by a fund
and are subject to its investment restrictions on borrowing.

NON-DIVERSIFICATION. The Funds are classified as "non-diversified" under the
1940 Act. Non-diversification means that the proportion of a fund's assets that
may be invested in the securities of a single issuer is not limited by the 1940
Act. Since they may invest a larger proportion of their assets in a single
issuer, an investment in these Funds may be subject to greater fluctuations in
value than an investment in a diversified fund.

PORTFOLIO TURNOVER. Each Fund's portfolio turnover rate is calculated by
dividing the lesser of the purchases or sales of portfolio investments for the
reporting period by the monthly average value of the portfolio investments owned
during the reporting period.

Under certain market conditions, the Internet Fund's portfolio turnover rate may
be higher than that of other mutual funds. The Fund may engage in short-term
trading (purchase and sale of security in a relatively brief period of time) in
response to stock market conditions or changes in economic trends and
developments. Although the Internet Fund's annual portfolio turnover rate cannot
be accurately predicted, it is estimated this rate will not exceed approximately
200% for the current fiscal year. The fact that the Internet Fund's turnover
rate may be higher than that of other mutual funds may be dictated by the nature
of the industry in which it is investing. Historically, stock in Internet and
Internet-related companies has experienced significant fluctuations in price
within short periods of time. As such, in order to achieve the Internet Fund's
stated objective, it may be necessary to buy and sell portfolio securities
within shorter than normal time periods.

The Investors Capital Twenty Fund is not expected to have a portfolio turnover
rate higher than that of other mutual funds with a similar objective. Although
the Fund's annual portfolio turnover rate cannot be accurately predicted, it is
estimated this rate will not exceed approximately 150% for the current fiscal
year.

High rates of portfolio turnover (100% or more) entail certain costs, including
increased taxable income for the Funds' shareholders. Also, the higher the
turnover, the higher the overall brokerage commissions, dealer mark-ups and
markdowns, and other transactions costs incurred. The Advisor takes these costs
into account, since they affect the Funds' overall investment performance and
reduce shareholders' return.

TEMPORARY INVESTMENTS. To maintain cash for redemptions and distributions and
for temporary defensive purposes, the Funds may invest in money market mutual
funds and in investment grade short-term fixed income securities including, but
not limited to, short-term U.S. government securities, negotiable certificates
of deposit, commercial paper, banker's acceptances and repurchase agreements.

OTHER INVESTMENTS. Subject to prior disclosure to shareholders, the Trustees
may, in the future, authorize the Funds to invest in securities other than those
listed here and in the prospectus, provided that such investment would be
consistent with the Fund's investment objective and that it would not violate
any fundamental investment policies or restrictions applicable to the funds.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS. The following investment restrictions are
considered fundamental, which means they may be changed only with the approval
of the holders of a majority of a Fund's outstanding voting securities, defined
in the 1940 Act as the lesser of: (1) 67% or more of a fund's outstanding shares
present at a meeting, if the holders of more than 50% of the funds outstanding
shares are present in person or represented by proxy, or (2) more than 50% of
such funds outstanding shares. Except as otherwise stated in the prospectus,
each Fund may not:

1. Borrow money or issue senior securities, except to the extent permitted by
the 1940 Act.

2. Underwrite securities of other issuers, except insofar as a Fund may be
deemed an underwriter under the 1933 Act when selling its own portfolio
securities.

3. Purchase, sell or invest in real estate, real estate investment trust
securities, real estate limited partnership interests, but the Funds may
purchase and sell securities that are secured by real estate and may
purchase and sell securities issued by companies that invest or deal in real
estate.

4. Invest in commodities or commodity futures contracts, or invest in oil, gas
or other mineral leases, or exploration or development programs, except for
transactions in financial derivative contracts, such as forward currency
contracts; financial futures contracts and options on financial futures
contracts; options on securities, and currencies.

5. Make loans to other persons, except loans of securities not exceeding
one-third of the Fund's total assets. For purposes of this limitation,
investments in debt obligations and transactions in repurchase agreements
shall not be treated as loans.

6. Invest in the securities of any one industry, (except securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities) if as
a result more than 25% of the Fund's total assets would be invested in the
securities of such industry. This does not apply to the Investors Capital
Internet Fund, which will generally be at least 80% invested in securities
of Internet and Internet-related companies.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The following restrictions may be
modified by the Trustees without shareholder approval. Each Fund may not:

1. Invest more than 15% of its net assets in illiquid securities. A security is
illiquid if it cannot be sold in seven business days at a price
approximately equal to the price at which the Fund is valuing the security.
Restricted securities and repurchase agreements with maturities in excess of
seven business days are subject to this 15% limitation.

2. Invest in other open-end investment companies except to the extent allowed
in the 1940 Act. Under the 1940 Act, funds may acquire securities of other
investment companies if, immediately after the acquisition, the fund does
not own in the aggregate (1) more than 3% of the total outstanding voting
stock of such other investment company, (2) more than 5% of the value of the
fund's total assets in any other investment company, or (3) securities
issued by such other investment companies having an aggregate value in
excess of 10% of the value of the fund's total assets.

3. Invest in a company for the purpose of exercising control or management of
the company.

4. Write or purchase options in excess of 5% of the value of the Fund's total
net assets.

5. Purchase securities on margin, except for such short-term credits as are
necessary for the clearance of transactions. The Funds may engage in short
sales against the box for tax strategy purposes.

Except with respect to 300% asset coverage for borrowing, whenever any
investment restriction states a maximum percentage of a Fund's assets that may
be invested in any security, such percentage limitation will be applied only at
the time the Fund acquires such security and will not be violated by subsequent
increases in value relative to other assets held by the Fund.

MANAGEMENT OF THE TRUST

TRUSTEES AND OFFICERS OF THE TRUST. The direction and supervision of the Trust
is the responsibility of the Board of Trustees. The Trustees have been elected
by the shareholders of the Trust. The Board establishes each Fund's policies and
oversees and reviews the management of each Fund. The Board meets regularly to
review the activities of the officers, who are responsible for day-to-day
operations of the Funds. The Board also reviews the various services provided by
the Advisor and the administrator to ensure that each Fund's general investment
policies and programs are being carried out and administrative services are
being provided in a satisfactory manner. The Trustees and officers of the Trust
and their principal occupations during the past five years are set forth below:

Principal Occupation
Name, Age, Address Position with the Trust During Past 5 Years
- ------------------ ----------------------- -------------------

TO BE SUPPLIED

* Interested person of the Trust as that term is defined in the 1940 Act.

COMPENSATION OF TRUSTEES AND OFFICERS. Trustees and officers affiliated with the
Distributor or the Advisor are not compensated by the Trust for their services.
Each Trustee who is not an affiliated person of the Advisor or Distributor, as
defined in the 1940 Act, receives an annual retainer of $___ , payable in equal
installments at the end of each quarter, and $____ per meeting attended, as well
as reimbursement for expenses incurred in connection with attendance at such
meetings.

The following table sets forth the compensation expected to be paid by the Trust
to the non-interested Trustees during the Funds' fiscal year ending ________,
2000.

Total Compensation Total Compensation from
Name and Position from the Trust the Trust and Fund Complex
- ----------------- -------------- --------------------------

TO BE SUPPLIED

The Trust does not compensate the Trustees and officers affiliated with the
Advisor for their services. The Funds do not have any retirement plan for their
Trustees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. As of __________, 1999,
there were no control persons or principal holders of securities of either of
the Funds. Control persons are those that own beneficially more than 25% of a
fund's outstanding shares. Principal holders are persons that own beneficially
5% or more of a fund's outstanding shares. On ___________, 1999, the Trustees
and officers, as a group, owned less than 1% of the outstanding shares of the
Trust, its series or classes.

INVESTMENT MANAGEMENT AND OTHER SERVICES

INVESTMENT ADVISOR. The Funds have employed Eastern Point Advisors, Inc. (the
"Advisor") as their investment advisor. As of June 30, 1999, the Advisor managed
approximately $100 million of assets, consisting primarily of non-discretionary
brokerage accounts. Through his ownership and voting control of more than 25% of
the outstanding shares of the Advisor and the Advisor's parent, Investors
Capital Holdings, Ltd., Theodore E. Charles is considered to control the
Advisor. Investors Capital Holdings, Ltd. is the parent corporation of Investors
Capital Corporation, the Funds' distributor.

In addition to managing each Fund's investments consistent with its investment
objectives, policies and limitations, the Advisor makes recommendations with
respect to other aspects and affairs of the Funds. The Advisor also furnishes
the Funds with certain administrative services, office space and equipment. All
other expenses incurred in the operation of the fund are borne by the Funds.
Under the Investment Advisory Agreement, the Advisor will not be liable for any
error of judgment or mistake of fact or law or for any loss by the Funds in
connection with the performance of the Investment Advisory Agreement, except a
loss from a breach of a fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard of its obligations or duties under the Investment Advisory
Agreement.

For providing investment advisory and other services and assuming certain Fund
expenses, each Fund pays the Advisor a monthly fee at the annual rate of 1.50%
of the value of the Fund's average daily net assets. For the Funds' initial
fiscal year ending ______, 2000, the Advisor has voluntarily agreed to waive its
fees and reimburse expenses so that the Fund's annual operating expenses will
not exceed 5.00% for the Investors Capital Internet Fund and 5.00% for the
Investors Capital Twenty Fund. The Advisor may terminate this waiver at any
time. Any waiver or reimbursement by the Advisor is subject to reimbursement by
the Funds within the following three years, to the extent such reimbursement by
the Funds would not cause total operating expenses to exceed any current expense
limitation. Additionally, the Advisor has agreed to reimburse all expenses
incurred in connection with the organization of the Funds, subject to the same
recapture provisions described above.

The Investment Advisory Agreement is for an initial term of two years and
continues in effect from year to year thereafter if such continuance is approved
annually by the Trustees or by a vote of a majority of the outstanding shares of
the Fund, and, in either case, by the vote of a majority of the Trustees who are
not parties to the Investment Advisory Agreement or "interested persons" of any
party to the Investment Advisory Agreement, voting in person at a meeting called
for the purpose of voting on such approval. The Investment Advisory Agreement
may be terminated at any time without penalty by the Trustees, by vote of a
majority of the outstanding shares of the fund or by the Advisor, upon sixty
days' written notice. The Investment Advisory Agreement terminates automatically
if assigned.

The Funds pay all expenses not assumed by the Advisor, including, but not
limited to: Trustees' expenses, audit fees, legal fees, interest expenses,
brokerage commissions, fees for registration and notification of shares for sale
with the Securities and Exchange Commission (the "SEC") and various state
securities commissions, taxes, insurance premiums, fees of the Fund's
administrator, transfer agent, fund accounting agent or other service providers,
and costs of obtaining quotations for portfolio securities and the pricing of
fund shares.

ADMINISTRATOR. First Data Investor Services Group, Inc., 3200 Horizon Drive,
King of Prussia, PA serves as administrator to the Funds pursuant to a Services
Agreement. Under the Services Agreement, the Administrator provides the Funds
with office space and personnel to assist the Funds in managing their affairs.
The administrator's duties require it to supervise the day-to-day administration
of matters necessary to each Fund's operations, maintenance of records and the
books of the Trust, preparation of reports, filings with the SEC and compliance
monitoring of its activities. For its services to the Funds, the administrator
is paid by the Funds at the following annual percentage of each Fund's average
daily net assets:

AVERAGE DAILY NET ASSETS ADMINISTRATION FEE

For amounts up to $50,000,000 0.15%
$50,000,000 to 100,000,000 0.10%
Over $100,000,000 0.05%

These fees are subject to an annual minimum of $55,000.

DISTRIBUTOR. The Advisor, on behalf of the Funds, has entered into a
Distribution Agreement with Investors Capital Corporation (the "Distributor").
Under the Distribution Agreement, the Distributor is obligated to use its best
efforts to sell shares of each class of the Funds. Shares of the Funds are also
sold by selected broker-dealers (the "Selling Brokers") who have entered into
selling agency agreements with the Distributor. The Distributor accepts orders
for the purchase of shares of the Funds, which are continually offered at net
asset value next determined, plus any applicable sales charge. The Distributor
may pay extra compensation to financial services firms selling large amounts of
Fund shares. This additional compensation would be calculated as a percentage of
Fund shares sold by the firm.

Under the Distribution Agreement, the Trust and the Funds may use the name
"Investors Capital" or any name derived from or similar to it only for so long
as the Distribution Agreement or any extension, renewal or amendment thereof
remains in effect. If the Distribution Agreement is no longer in effect, the
Trust and the Funds (to the extent that they lawfully can) will cease to use
such a name or any other name indicating that it is advised by or otherwise
connected with the Advisor.

DISTRIBUTION PLANS. The Trust has adopted distribution plans for the Class A and
Class C Shares of each Fund (the "Plans") in accordance with Rule 12b-1 under
the 1940 Act. The Plans compensate the Distributor for its services and
distribution expenses under the Distribution Agreement. The principal services
and expenses for which such compensation may be used include: compensation to
employees or account executives and reimbursement of their expenses; overhead
and telephone costs of such employees or account executives; printing of
prospectuses or reports for prospective shareholders; advertising; preparation,
printing and distribution of sales literature; and allowances to other
broker-dealers. A report of the amounts expended under each Plan is submitted to
and approved by the Trustees each quarter.

The Plans are subject to annual approval by the Trustees. The Plans are
terminable at any time by vote of the Trustees or by vote of a majority of the
shares of the applicable class or Fund. Pursuant to each Plan, a new Trustee who
is not an interested person (as defined in the 1940 Act) must be nominated by
existing Trustees who are not interested persons.

If a Plan is terminated (or not renewed) with respect to any one or more classes
or Funds, the Plan may continue in effect with respect to a class or fund as to
which it has not been terminated (or has been renewed). Although there is no
obligation for the Trust to pay expenses incurred by the Distributor in excess
of those paid to the Distributor under a Plan, if the Plan is terminated, the
Board will consider how to treat such expenses. Any expenses incurred by the
Distributor but not yet recovered through distribution fees could be recovered
through future distribution fees. If the Distributor's actual distribution
expenditures in a given year are less than the Rule 12b-1 payments it receives
from the funds for that year, and no effect is given to previously accumulated
distribution expenditures in excess of the Rule 12b-1 payments borne by the
Distributor out of its own resources in other years, the difference would be
profit to the Distributor for that year.

Because amounts paid pursuant to a Plan are paid to the Distributor, the
Distributor and its officers, directors and employees may be deemed to have a
financial interest in the operation of the Plans. None of the Trustees who are
not an interested person of the Trust has a financial interest in the operation
of any Plan.

The Plans were adopted because of their anticipated benefits to the Funds. These
anticipated benefits include: increased promotion and distribution of the Funds'
shares, an enhancement in each fund's ability to maintain accounts and improve
asset retention, increased stability of net assets for the Funds, increased
stability in each fund's positions, and greater flexibility in achieving
investment objectives. The costs of any joint distribution activities between
the Funds will be allocated between the Fund's in proportion to their net
assets.

CUSTODIAN. ___________________________serves as custodian for the Funds. The
custodian is responsible for, among other things, safeguarding and controlling
each Fund's cash and securities, handling the receipt and delivery of securities
and collecting interest and dividends on each Fund's investments.

TRANSFER AGENT AND DIVIDEND PAYING AGENT. First Data Investor Services Group,
Inc, 211 S. Gulph Road, King of Prussia, PA 19406, is transfer and dividend
paying agent for the Funds.

INDEPENDENT ACCOUNTANTS. Briggs, Bunting & Dougherty, LLP, 2121 Two Logan
Square, 18th & Arch Streets, Philadelphia, Pennsylvania 19103-4901 is the
independent accountant for the Trust. In addition to reporting annually on the
financial statements of the Trust, the accountants assist and consult with the
Trust in connection with the preparation of certain filings of the Trust with
the SEC.

DESCRIPTION OF THE TRUST'S SHARES

The Trust is a business trust organized on July 14, 1999 under Delaware law. The
Trustees are responsible for the management and supervision of the Funds. The
Trust Instrument permits the Trustees to issue an unlimited number of full and
fractional shares of beneficial interest of the Funds, without par value. Under
the Trust Instrument, the Trustees have the authority to create and classify
shares of beneficial interest in separate series, without further action by
shareholders. As of the date of this Statement of Additional Information, the
Trustees have authorized shares only of the Funds described in the prospectus.
Additional series may be added in the future. The Trust Instrument also
authorizes the Trustees to classify and reclassify the shares of the Funds, or
any other series of the Trust, into one or more classes.

Each share of a fund represents an equal proportionate interest in the assets
belonging to that Fund and has equal dividend rights. When issued, shares are
fully paid and non-assessable. In the event of liquidation of a Fund,
shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to such shareholders. Shares of a Fund are freely
transferable and have no preemptive, subscription or conversion rights.

In accordance with the provisions of the Trust Instrument, the Trustees have
initially determined that shares entitle their holders to one vote per share on
any matter on which such shares are entitled to vote. The Trustees may determine
in the future, without the vote or consent of shareholders, that each dollar of
net asset value (number of shares owned times net asset value per share) will be
entitled to one vote on any matter on which such shares are entitled to vote.

Unless otherwise required by the 1940 Act or the Trust Instrument, the Funds
have no intention of holding annual meetings of shareholders. Shareholders may
remove a Trustee by the affirmative vote of at least two-thirds of the Trust's
outstanding shares. At any time that less than a majority of the Trustees
holding office were elected by the shareholders, the Trustees will call a
special meeting of shareholders for the purpose of electing Trustees.

BROKERAGE

The Funds intend to place substantially all of their securities transactions
through their affiliated Distributor in accordance with procedures set forth in
Rule 17e-1 under the 1940 Act. These procedures, which have been adopted by the
Trustees, including a majority of the non-interested Trustees, are reasonably
designed to provide that any commissions, fees or other compensation paid to the
Distributor are fair and reasonable when compared to commissions, fees and other
compensation received from other firms who engage in comparable transactions.
The Funds will not effect transactions with the Distributor acting as principal
for its own account.

The Advisor may also use non-affiliated brokers, dealers or members of a
securities exchange to execute portfolio transactions on behalf of the Funds.
Purchases and sales of portfolio securities are generally placed with
broker-dealers who provide the best price (including brokerage commissions) and
execution for orders. Transactions may also be allocated to broker-dealers who
provide research. Higher fees may be paid to brokers that do not furnish
research or furnish less valuable research if a good faith determination is made
that the commissions paid are reasonable in relation to the value of the
brokerage and research services provided. Among these services are those that
brokerage houses customarily provide to institutional investors, such
statistical and economic data and research reports on companies and industries.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASE OF SHARES. Each Fund offers Class A and Class C shares. The Trustees
and officers reserve the right to change or waive a Fund's minimum investment
requirements and to reject any order to purchase shares (including purchases by
exchange) when in their judgment the rejection is in the Fund's best interest.

INITIAL SALES CHARGES ON CLASS A SHARES. Class A shares are offered at a price
equal to their net asset value plus a sales charge which is imposed at the time
of purchase. The sales charges applicable to purchases of shares of Class A
shares of each Fund are described in the prospectus. Up to 100% of the sales
charge may be re-allowed to dealers who achieve certain levels of sales or who
have rendered coordinated sales support efforts. These dealers may be deemed
underwriters. Other dealers will receive the following compensation:

Amount Invested Dealer Concession as a %
of Offering Price of
Shares Purchased

Less than $50,000 5.00%
$50,000 but less than $100,000 4.00%
$100,000 but less than $500,000 3.00%
$500,000 but less than $1,000,000 2.00%
$1,000,000 or more 1.00%

OBTAINING A REDUCED SALES CHARGE FOR CLASS A SHARES. Methods of obtaining a
reduced sales charge referred to in the prospectus are described in more detail
below.

No sales charge will be imposed on increases in net asset value, dividends or
capital gain distributions, or reinvestment of distributions in additional Class
A shares.

RIGHTS OF ACCUMULATION (Class A Shares). If you already hold Class A shares, you
may qualify for a reduced sales charge on your purchase of additional Class A
shares. If the value of the Class A shares you currently hold plus the amount
you wish to purchase is $50,000 or more, the sales charge on the Class A shares
being purchased will be at the rate applicable to the total aggregate amount.
The Distributor's policy is to give investors the lowest commission rate
possible under the sales charge structure. However, to take full advantage of
rights of accumulation, at the time of placing a purchase order, the investor or
his dealer must request the discount and give the Distributor sufficient
information to determine and confirm whether the purchase qualifies for the
discount. Rights of accumulation may be amended or terminated at any time as to
all purchases occurring thereafter.

LETTER OF INTENT (Class A Shares). If you intend to purchase Class A shares
valued at $50,000 or more during a 13-month period, you may make the purchases
under a Letter of Intent so that the initial Class A shares you purchase qualify
for the reduced sales charge applicable to the aggregate amount of your
projected purchase. Your initial purchase must be at least 5% of the intended
purchase. Purchases made within 90 days before the signing of the Letter of
Intent may be included in such total amount and will be valued on the date of
the Letter of Intent. The Letter of Intent will not impose a binding obligation
to buy or sell shares on either the purchaser or the Fund.

During the period of the Letter of Intent, the transfer agent will hold shares
representing 3% of the intended purchase in escrow to provide payment of
additional sales charges that may have to be paid if the total amount purchased
under the Letter of Intent is reduced. These shares will be released upon
completion of the intended investment. If the total Class A shares covered by
the Letter of Intent are not purchased, a price adjustment is made, depending
upon the actual amount invested within the period covered by the Letter of
Intent, by a redemption of sufficient shares held in escrow for the account of
the investor. A Letter of Intent can be amended: (a) during the 13-month period
if the purchaser files an amended Letter of Intent with the same expiration date
as the original; and (b) automatically after the end of the period, if the total
purchases of Class A shares credited to the Letter of Intent qualify for an
additional reduction in the sales charge. For more information concerning the
Letter of Intent, see the application form or contact the Distributor.

SALES CHARGE WAIVERS. Under certain conditions, Class A shares may be sold
without a sales charge to officers, directors, trustees and employees of the
Advisor, the Fund's distributor and any of their affiliated companies, and
immediate family members of any of these people. Class A shares may also be sold
without a sales charge to individuals with an investment account or relationship
with the Advisor; fee-based financial planners acting for the account of their
clients; broker-dealers who have entered into selling agreements with the
Distributor for their own accounts; and banks and other financial institutions
that have entered into agreements with the Funds to provide shareholder services
for customers.

CLASS C SHARE PURCHASES. Purchases of Class C shares will be processed at net
asset value next determined after receipt of your purchase order. Class C shares
are not subject to an initial sales charge, but may pay higher fees than Class A
shares. Class C shares are subject to a 1.50% redemption fee for a period of 18
months based upon the anniversary date of purchase.

TERMS OF REDEMPTIONS. The amount of your redemption proceeds will be based on
the net asset value per share next computed after the Distributor, the Funds or
the transfer agent receives the redemption request in proper form. Payment for
your redemption normally will be mailed to you, except as provided below. Your
redemption proceeds will normally be mailed or wired the day after your
redemption is processed. If you have purchased shares by check, the payment of
your redemption proceeds may be delayed until the purchase check has cleared,
which may take fifteen or more days. This potential delay can be avoided by
purchasing shares with federal funds or a certified check.

Beneficial owners of shares held of record in the name of the Distributor or a
participating dealer may redeem their shares only through that firm. The right
of redemption may be suspended or the date of payment postponed under certain
emergency or extraordinary situations, such as suspension of trading on the New
York Stock Exchange, or when trading in the markets a Fund normally uses is
restricted or an emergency exists, as determined by the SEC, so that disposal of
a Fund's assets or determination of its net asset value is not reasonably
practicable, or for such other periods as the Commission by order may permit.

Each Fund reserves the right to redeem your account if its value is less than
$250 due to redemptions. The affected Fund will give the shareholder 30 days'
notice to increase the account value to at least $250. Redemption proceeds will
be mailed in accordance with the procedures described above.

REDEMPTIONS-IN-KIND. Although the Funds would not normally do so, each Fund has
the right to pay the redemption price of shares of the Fund in whole or in part
in portfolio securities as prescribed by the Trustees. When the shareholder
sells portfolio securities received in this fashion, a brokerage charge would be
incurred. The Funds will value securities distributed in an in-kind redemption
at the same value as is used in determining NAV.

REDEMPTION FEES. To discourage short-term trading, purchases of Class A shares
are subject to a 1.00% redemption fee on shares redeemed within 12 months of
acquisition. Class C shares are subject to a 1.50% redemption fee on shares
redeemed within 18 months of acquisition. Redemption fees are not imposed on
shares acquired through the reinvestment of dividends or capital gains
distributions. Redemption fees are paid to the Funds.

WAIVER OF REDEMPTION FEES. The redemption fee will be waived in the event of
redemptions following the death or disability of a shareholder as defined in
Section 72(m)(7) of the Internal Revenue Code, as amended.

REINSTATEMENT PRIVILEGE (CLASS A SHARES)
A shareholder of Class A shares who has redeemed such shares and has not
previously exercised the reinstatement privilege may reinvest any portion or all
the redemption proceeds in Class A shares at net asset value, provided that such
reinstatement occurs within 120 calendar days after such redemption and the
account meets the minimum account size requirement. This privilege may be
modified or terminated at any time by the Funds.

In order to use this privilege, the shareholder must clearly indicate by written
request to the applicable Fund that the purchase represents a reinvestment of
proceeds from previously redeemed Class A shares. If a shareholder realizes a
gain on redemption of shares, this gain is taxable for federal income tax
purposes even if all of such proceeds are reinvested. If a shareholder incurs a
loss on a redemption and reinvests the proceeds in the same Fund, part or all of
such loss may not be deductible for such tax purposes. Redemption fees are not
reimbursed in the event of using the reinstatement privilege.

THE REINSTATEMENT PRIVILEGE MAY BE USED BY EACH SHAREHOLDER ONLY ONCE,
REGARDLESS OF THE NUMBER OF SHARES REDEEMED OR REPURCHASED. However, the
privilege may be used without limit in connection with transactions for the sole
purpose of transferring a shareholder's interest in a Fund to his or her
Individual Retirement Account or other tax-qualified retirement plan account.

NET ASSET VALUE

Each Fund determines its net asset value per share (NAV) each business day at
the close of regular trading (currently 4:00 p.m. eastern time) on the New York
Stock Exchange (NYSE) by dividing the Fund's net assets by the number of its
shares outstanding. If the NYSE closes early, the Funds accelerate the
determination of NAV to the closing time. The Funds use the following procedures
for purposes of calculating the NAV of Fund shares.

The Funds generally value equity securities traded on a national exchange or the
Nasdaq Stock Market at their last sale price on the day of valuation. The Funds
generally value equity securities for which no sales are reported on a valuation
day, and securities traded over-the-counter, at the last available bid price.

The Funds value debt securities on the basis of valuations furnished by a
principal market maker or a pricing service, both of which generally use
electronic data processing techniques (matrix pricing) to value normal
institutional size trading units of debt securities without exclusive reliance
upon quoted prices.

The Funds value short-term debt instruments that have a remaining maturity of 60
days or less at the time of purchase at amortized cost, which approximates
market value.

The Funds may determine the fair value of any security in good faith in
accordance with procedures approved by the Trustees if market quotations are not
readily available, or if in the opinion of the Advisor any quotation or market
price is not representative of true market value.

The Funds value foreign securities, if any, on the basis of quotations from the
primary market in which they are traded. The Funds' custodian translates assets
or liabilities expressed in foreign currencies into U.S. dollars based on London
currency quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
the date of determining a Fund's NAV. If quotations are not readily available,
or the value of foreign securities has been materially affected by events
occurring after the closing of a foreign market, the Funds may value their
assets by a method that the Trustees believe accurately reflects fair value.

On any day an international market is closed and the NYSE is open, any foreign
securities will be valued at the prior day's close with the current day's
exchange rate. Trading of foreign securities may take place on Saturdays and
U.S. business holidays on which a Fund's NAV is not calculated. Consequently, a
fund's portfolio securities may trade and the NAV of that Fund's shares may be
significantly affected on days when a shareholder has no access to that Fund.

TAXES

Below is a discussion of certain U.S. federal income tax issues concerning the
funds and the purchase, ownership, and disposition of fund shares. This
discussion does not purport to deal with all aspects of federal income taxation
relevant to shareholders in light of their particular circumstances. This
discussion is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), the regulations promulgated thereunder, and judicial and administrative
ruling authorities, all of which are subject to change, which change may be
retroactive. Prospective investors should consult their own tax advisors with
regard to the federal tax consequences of the purchase, ownership, or
disposition of fund shares, as well as the tax consequences arising under the
laws of any state, foreign country, or other taxing jurisdiction.

TAX STATUS OF THE FUNDS. The funds intend to be taxed as a regulated investment
company under Subchapter M of the Code. Accordingly, each fund must, among other
things, (a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income derived with respect to its business of investing in
such stock, securities or currencies; and (b) diversify its holdings so that, at
the end of each fiscal quarter, (i) at least 50% of the value of the fund's
total assets is represented by cash and cash items, U.S. Government securities,
the securities of other regulated investment companies and other securities,
with such other securities limited, in respect of any one issuer, to an amount
not greater than 5% of the value of the fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities and the securities of other regulated investment
companies). If the funds fail to qualify as a regulated investment company, the
funds will be subject to U.S. federal income tax.

As a regulated investment company, the funds generally are not subject to U.S.
federal income tax on income and gains that it distributes to shareholders, if
at least 90% of the fund's investment company taxable income (which includes,
among other items, dividends, interest and the excess of any net short-term
capital gains over net long-term capital losses) for the taxable year is
distributed to shareholders. The funds intend to distribute substantially all of
such income. Given the investment objectives of the Funds, dividend income will
not be substantial.

Amounts not distributed in accordance with certain requirement are subject to a
nondeductible 4% excise tax at the fund level. To avoid the tax, each fund must
distribute during each calendar year an amount equal to the sum of (1) at least
98% of its ordinary income (not taking into account any capital gains or losses)
for the calendar year, (2) at least 98% of its capital gains in excess of its
capital losses (adjusted for certain ordinary losses) for a one-year period
generally ending on October 31 of the calendar year, and (3) all ordinary income
and capital gains for previous years that were not distributed during such
years. The funds intend to avoid application of the excise tax.

A distribution will be treated as paid on December 31 of a calendar year if it
is declared by the fund in October, November or December of that year with a
record date in such a month and paid by the fund during January of the following
year. Such distributions will be taxable to shareholders in the calendar year in
which the distributions are declared, rather than the calendar year in which the
distributions are received.

DISTRIBUTIONS. Distributions of investment company taxable income are taxable to
a U.S. shareholder as ordinary income, whether paid in cash or shares. Dividends
paid by the funds to a corporate shareholder, to the extent such dividends are
attributable to dividends received by the funds from U.S. corporations, may,
subject to limitation, be eligible for the dividends received deduction.
However, the alternative minimum tax applicable to corporations may reduce the
value of the dividends received deduction.

The excess of net long-term capital gains over the short-term capital losses
realized and distributed by a fund, whether paid in cash or reinvested in fund
shares, will generally be taxable to shareholders as long-term gain, regardless
of how long a shareholder has held fund shares. Net capital gains from assets
held for one year or less will be taxed as ordinary income.

Shareholders will be notified annually as to the U.S. federal tax status of
distributions, and shareholders receiving distributions in the form of newly
issued shares will receive a report as to the net asset value of the shares
received.

If the net asset value of shares is reduced below a shareholder's cost as a
result of a distribution by the fund, such distribution generally will be
taxable even though it represents a return of invested capital. Investors should
be careful to consider the tax implications of buying shares of the fund just
prior to a distribution. The price of shares purchased at this time will include
the amount of the forthcoming distribution, but the distribution will generally
be taxable to the shareholder.

DISPOSITIONS. Upon a redemption or sale of shares of the fund, a shareholder may
realize a taxable gain or loss depending upon his or her basis in the shares. A
gain or loss will be treated as capital gain or loss if the shares are capital
assets in the shareholder's hands, and the rate of tax will depend upon the
shareholder's holding period for the shares. Any loss realized on a redemption,
sale or exchange will be disallowed to the extent the shares disposed of are
replaced (including through reinvestment of dividends) within a period of 61
days, beginning 30 days before and ending 30 days after the shares are disposed
of. In such a case the basis of the shares acquired will be adjusted to reflect
the disallowed loss. If a shareholder holds fund shares for six months or less
and during that period receives a distribution taxable to the shareholder as
long-term capital gain, any loss realized on the sale of such shares during such
six-month period would be a long-term loss to the extent of such distribution.

BACKUP WITHHOLDING. The Funds generally will be required to withhold federal
income tax at a rate of 31% ("backup withholding") from dividends paid, capital
gain distributions, and redemption proceeds to shareholders if (1) the
shareholder fails to furnish the fund with the shareholder's correct taxpayer
identification number or social security number, (2) the IRS notifies the
shareholder or the fund that the shareholder has failed to report properly
certain interest and dividend income to the IRS and to respond to notices to
that effect, or (3) when required to do so, the shareholder fails to certify
that he or she is not subject to backup withholding. Any amounts withheld may be
credited against the shareholder's federal income tax liability. The Funds, the
Distributor or the transfer agent will not be able to recredit the account for
any amount withheld.

OTHER TAXATION. Distributions may be subject to additional state, local and
foreign taxes, depending on each shareholder's particular situation. Non-U.S.
shareholders may be subject to U.S. tax rules that differ significantly from
those summarized above, including the likelihood that ordinary income dividends
to them would be subject to withholding of U.S. tax at a rate of 30% (or a lower
treaty rate, if applicable).

DETERMINATION OF PERFORMANCE

TOTAL RETURN
The funds may quote their performance in terms of total return in communications
to shareholders, or in advertising material. Total return is calculated
according to the following formula:

P (1 + T)n = ERV

Where:

P = a hypothetical initial payment of $1,000,
T = average annual total return, and
n = number of years.

In calculating the above, it is assumed that the maximum sales load (or other
charges deducted from payments) is deducted from the initial $1,000 payment and
all recurring fees that are charged to all shareholder accounts are included.

Each Fund's performance depends on market conditions, portfolio composition and
expenses. Investment yields, current distributions or total returns may differ
from past results, and there is no assurance that historical performance will
continue.

EFFECTIVE YIELD
Net changes in value of a hypothetical account will include the value of
additional shares purchased with dividends from the original share and dividends
declared on both the original share and any such additional shares, but will not
include realized gains or losses or unrealized appreciation or depreciation on
portfolio investments.

Each Fund's effective yield is computed by compounding the un-annualized base
period return by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by 7, and subtracting one from the result, according to the
following formula:

Effective Yield = [(base period return + 1) 365/7] -1

FINANCIAL STATEMENTS

REPORTS TO SHAREHOLDERS. Shareholders will receive unaudited semi-annual reports
describing the funds' investment operations and annual financial statements
audited by independent certified public accountants.
<PAGE>

APPENDIX A -- DESCRIPTIONS OF SECURITIES RATINGS

COMMERCIAL PAPER RATINGS.

MOODY'S INVESTORS SERVICE, INC. (MOODY'S): "PRIME-1" and "PRIME-2" are
Moody's two highest commercial paper rating categories. Moody's evaluates the
salient features that affect a commercial paper issuer's financial and
competitive position. The appraisal includes, but is not limited to the review
of such factors as:

1. Quality of management.
2. Industry strengths and risks.
3. Vulnerability to business cycles.
4. Competitive position.
5. Liquidity measurements.
6. Debt structures.
7. Operating trends and access to capital markets.

Differing degrees of weight are applied to the above factors as deemed
appropriate for individual situations.

STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW-HILL COMPANIES,
INC. (S&P): "A-1" and "A-2" are S&P's two highest commercial paper rating
categories and issuers rated in these categories have the following
characteristics:

1. Liquidity ratios are adequate to meet cash requirements.
2. Long-term senior debt is rated A or better.
3. The issuer has access to at least two additional channels of
borrowing.
4. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances.
5. Typically, the issuer is in a strong position in a well-established
industry or industries.
6. The reliability and quality of management is unquestioned.

Relative strength or weakness of the above characteristics determine whether an
issuer's paper is rated "A-1" or "A-2". Additionally, within the "A-1"
designation, those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) rating category.

BOND RATINGS.

S&P: An S&P bond rating is a current assessment of the creditworthiness of an
obligor with respect to a specific debt obligation. This assessment may take
into consideration obligors such as guarantors, insurers or lessees.

The bond ratings are not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by S&P from other sources it considers reliable. S&P does not perform any audit
in connection with any ratings and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended or withdrawn as a result of
changes in, or unavailability of, such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I. Likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with
the terms of the obligation;

II. Nature of and provisions of the obligation;

III. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditor's rights.

The S&P bond ratings and their meanings are:

"AAA" Bonds rated "AAA" have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely
strong.

"AA" Bonds rated "AA" have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in
small degree.

"A" Bonds rated "A" have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
bonds in higher rated categories.

"BBB" Bonds rated "BBB" are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for
bonds in higher rated categories.

"BB" Bonds rated "BB" are regarded as less vulnerable in the near term
than lower rated obligors. However, they face major ongoing
uncertainties and exposure to adverse business, financial, or
economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitments.

"B" Bonds rated "B" are regarded as more vulnerable than obligors rated
"BB", but the obligor currently has the capacity to meet its
financial commitments. Adverse business, financial, or economic
conditions will impair the obligor's capacity or willingness to meet
its financial commitments.

"CCC" An obligor rated "CCC" is currently vulnerable, and is dependent upon
favorable business, financial, or economic conditions to meet its
financial commitments.

"CC" An obligor rated "CC" is currently highly vulnerable.

Plus (+) or Minus (-): The ratings from "AA" to "CC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Provisional Ratings. The letter P indicates a provisional rating which assumes
successful completion of a project financed by the bonds being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This rating,
while addressing credit quality after completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. The investor should exercise his own judgement with respect to such
likelihood and risk.

Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories ("AAA" , "AA", "A", and "BBB ",
commonly known as "investment-grade" ratings) are generally regarded as eligible
for bank investment.

MOODY'S: The Moody's ratings and their meanings are:

Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as gilt edge. Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower then the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in
the future.

Baa Bonds which are rated Baa are considered as medium-grade obligations;
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.

Ba Bonds which are rated Ba judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate, and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance
of other terms of the contract over any long period of time may be
small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca Bonds which are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Con. Bonds rated Con. are bonds for which the security depends on the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by: (a) earnings of projects
under construction, (b) earnings of projects unseasoned in operating
experience, (c) rentals that begin when facilities are completed, or (d)
payments to which some other limiting condition attaches. Parenthetical
rating denotes probable credit stature upon completion of construction
or elimination of basis of condition.
<PAGE>
INVESTORS CAPITAL FUNDS

PART C - OTHER INFORMATION

Item 23. Exhibits:

(a) Trust Instrument -- filed herewith.

(a)(1) Certificate of Trust -- filed herewith.

(b) By-Laws -- filed herewith.

(d) Investment Advisory Contract -- to be filed by Amendment.

(e) Distribution Agreement -- to be filed by Amendment.

(f) Bonus or Profit Sharing Contracts -- None.

(g) Custodian Agreement -- to be filed by Amendment.

(h) Other Material Contracts
a. Services Agreement to provide for Transfer Agency
Services, Administration Services, Accounting Services
and Custody Administration -- to be filed by Amendment.

(i) Legal Opinion -- to be filed by Amendment.

(j) Consent of Independent Accountants -- to be filed by
Amendment.

(k) Omitted Financial Statements -- None

(l) Initial Capital Agreements -- to be filed by Amendment.

(m) Rule 12b-1 Plan -- to be filed by Amendment.

(n) Financial Data Schedule -- to be filed by Amendment.

(o) Rule 18f-3 Plan -- to be filed by Amendment

Item 24. Persons Controlled by or under Common Control with Registrant.
None

Item 25. Indemnification.
Trust Instrument (Article IX, Section 2) limits the liabilities of a
Trustee to that of gross negligence and in the event a Trustee is sued
for his or her activities concerning the Trust, the Trust will
indemnify that Trustee to the fullest extent permitted by Section 3817
of Chapter 38 of Title 12 of the Delaware Code, except if a Trustee
engages in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her
office.

The Registrant intends to purchase Errors and Omissions insurance with
Directors and Officers liability coverage.

Item 26. Business and Other Connections of the Investment Adviser.
Eastern Point Advisors, Inc. (the "Advisor"), is a registered
investment adviser incorporated on December 4, 1995. The Advisor is
primarily engaged in the investment advisory business. The Funds are
the only registered investment company to which the Advisor serves as
investment adviser. Information as to the officers and directors of
the Advisor is included in its Form ADV filed July 14, 1999 with the
Securities and Exchange Commission (Registration Number 801-48771) and
is incorporated herein by reference.

Item 27. Principal Underwriters.

(a) Investors Capital Corporation, 230 Broadway East, Suite 203,
Lynnfield, Massachusetts 01940 serves as distributor of the shares of
the Funds. The distributor currently does not act as principal
underwriter for any other registered investment companies. Theodore E.
Charles is considered to have a controlling interest in Investors
Capital Corporation by virtue of his ___% ownership interest.

(b) The following table sets forth information concerning each
director and officer of the Registrant's principal underwriter,
Investors Capital Corporation:

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------

.* Chairman of the Board, None
Chief Executive Officer,
and Treasurer

* Director and President None
* Director None

* Director None

.* Secretary None

* Chief Financial Officer None
* Vice President of Trading President

* All addresses are Investors Capital Corporation, 230 Broadway East,
Suite 203, Lynnfield, Massachusetts 01940 unless otherwise indicated.

Item 28. Location of Accounts and Records.
The accounts, books, or other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules 17 CFR 270.31a-1 to 31a-3
promulgated thereunder, are maintained by the Advisor at . Certain
records, including records relating to Registrant's shareholders are
maintained at the Trust's Administrator, Transfer Agent, and Fund
Accounting Agent, First Data Investor Services Group, 3200 Horizon
Drive, P.O. Box 61503, King of Prussia, PA 19406-0903. Records
relating to the physical possession of securities are maintained by
the Trust's Custodian, THE BANK OF NEW YORK, 48 WALL STREET, NEW YORK,
NEW YORK 10286.

Item 29. Management Services. Not Applicable.

Item 30. Undertakings. Not Applicable.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lynnfield and the
Commonwealth of Massachusetts on this 28th day of July, 1999.

INVESTORS CAPITAL FUNDS
(Registrant)

By: Theodore E. Charles*

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

SIGNATURE TITLE DATE

Theodore E. Charles* Initial Trustee July 28, 1999

Theodore E. Charles * President and Principal July 28, 1999
Executive Officer

Theodore E. Charles * Principal Financial and July 28, 1999
Accounting Officer

By: Carolyn F. Mead, Esq.,
as Attorney-in-Fact
July 28, 1999
<PAGE>

INVESTORS CAPITAL FUNDS

EXHIBIT INDEX TO PART "C"
OF
REGISTRATION STATEMENT

Item No. Description
-------- -----------

99(a) Agreement and Declaration of Trust

99(a)(1) Certificate of Trust

99(b) By-Laws

<PAGE>
Exhibit 99.(a)

INVESTORS CAPITAL FUNDS

(A Delaware Business Trust)

TRUST INSTRUMENT

June 29, 1999
<PAGE>

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS ....................................... 1

ARTICLE 11 THE TRUSTEES ...................................... 2
Section 1. Management of the Trust ........................... 2
Section 2. Initial Trustee and Number of Trustees ............ 2
Section 3. Term of Office of Trustees ........................ 2
Section 4. Vacancies; Appointment of Trustees ................ 3
Section 5. Temporary Vacancy or Absence ...................... 3
Section 6. Chairman .......................................... 3
Section 7. Action by the Trustees ............................ 3
Section 8. Ownership of Trust Property ....................... 4
Section 9. Effect of Trustees Not Serving .................... 4
Section 10. Trustees, Etc. as Shareholders .................... 4

ARTICLE III POWERS OF THE TRUSTEES ............................ 4

Section 1 . Powers ............................................ 4
Section 2. Certain Transactions .............................. 7

ARTICLE IV SERIES; CLASSES; SHARES ........................... 7

Section 1. Establishment of Series or Classes ................ 7
Section 2. Shares ............................................ 8
Section 3. Investment in the Trust ........................... 8
Section 4. Assets and Liabilities of Series .................. 8
Section 5. Ownership and Transfer of Shares .................. 9
Section 6. Status of Shares: Limitation of Shareholder
Liability ......................................... 9

ARTICLE V DISTRIBUTIONS AND REDEMPTIONS ..................... 10

Section 1. Distributions ..................................... 10
Section 2. Redemptions ....................................... 10
Section 3. Determination of Net Asset Value .................. 11
Section 4. Suspension of Right of Redemption ................. 11
Section 5. Redemptions Necessary for Qualification as
Regulated Investment Company ...................... 11

ARTICLE VI SHAREHOLDERS' VOTING POWERS AND MEETINGS .......... 11

Section 1. Voting Powers ..................................... 11
Section 2. Meetings of Shareholders .......................... 12
Section 3. Quorum; Required Vote ............................. 12

ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS .................. 13

Section 1. Investment Adviser ................................ 13
Section 2. Principal Underwriter ............................. 13
Section 3. Transfer Agency, Shareholder Services
and Administration Agreements ..................... 13
Section 4. Custodian ......................................... 13
Section 5. Parties to Contracts with Service Providers ....... 14

ARTICLE VIII EXPENSES OF THE TRUST AND SERIES .................. 14

ARTICLE IX LIMITATION OF LIABILITY AND INDEMNIFICATION ....... 15

Section 1. Limitation of Liability ........................... 15
Section 2. Indemnification ................................... 15
Section 3. Indemnification of Shareholders ................... 17

ARTICLE X MISCELLANEOUS ..................................... 17

Section 1. Trust Not a Partnership ........................... 17
Section 2. Trustee Action; Expert Advice; No Bond or Surety .. 17
Section 3. Record Dates ...................................... 17
Section 4. Termination of the Trust .......................... 18
Section 5. Reorganization; Merger, Consolidation ............. 18
Section 6. Trust Instrument .................................. 19
Section 7. Applicable Law .................................... 19
Section 8. Amendments ........................................ 19
Section 9. Fiscal Year ....................................... 20
Section 10. Severability ...................................... 20
<PAGE>

INVESTORS CAPITAL FUNDS

TRUST INSTRUMENT

This TRUST INSTRUMENT is made on June 29, 1999, by the Trustees, to
establish a business trust under the law of Delaware for the investment and
reinvestment of funds contributed to the Trust by investors. The Trustees
declare that all money and property contributed to the Trust shall be held and
managed in trust pursuant to this Trust Instrument. The name of the Trust
created by this Trust Instrument is Investors Capital Funds.

ARTICLE I

DEFINITIONS

Unless otherwise provided or required by the context:

(a) "Bylaws" means the Bylaws of the Trust adopted by the Trustees,
which Bylaws are incorporated by reference herein in their entirety, as amended
from time to time;

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

(c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations thereunder, as adopted or amended
from time to time;

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

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

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

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

(h) "Outstanding Shares" means Shares shown in the books of the Trust
or its transfer agent as then outstanding;

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

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

(k) "Shares" mean 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);

(1) "Trust" means Investors Capital Funds established hereby, and
reference to the Trust, when applicable to one or more Series, refers to those
Series;

(m) "Trustees" means the person or persons who have signed this Trust
Instrument 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 H, in all cases in their
capacities as Trustees hereunder;

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

(o) 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.

Section 2. Initial Trustee and Number of Trustees. The initial Trustee
shall be the person signing this Trust Instrument. The exact number of Trustees
(other than the initial Trustee) shall be fixed from time to time by a majority
of the Trustees, provided that there shall be at least one (1) Trustee. Other
than the initial Trustee and Trustees appointed to fill vacancies pursuant to
Section 4 of this Article, the Shareholders shall elect the Trustees on such
dates as the Trustees may fix from time to time.

Section 3. Term of Office of Trustees. Each Trustee shall hold office
for life or until his successor is elected and qualified 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 who requests to be
retired, or who has become physically or mentally incapacitated or is otherwise
unable to serve, may be retired by a written instrument signed by a majority of
the other Trustees, specifying the effective date of retirement; (c) any Trustee
shall be retired or removed with or without cause at any time upon the unanimous
written request of the remaining Trustees; and (d) any Trustee may be removed at
any meeting of the Shareholders by a vote of at least two-thirds of the
Outstanding Shares.

Section 4. Vacancies; Appointment of Trustees. Whenever a vacancy shall
exist, regardless of the reason for such vacancy, the remaining Trustees shall
appoint any person as they determine in their sole discretion to fill that
vacancy, consistent with the limitations under the 1940 Act. Such appointment
shall be made by a written instrument signed by a majority of the Trustees or by
a resolution of the Trustees, duly adopted and recorded in the records of the
Trust, specifying the effective date of the appointment. The Trustees may
appoint a new Trustee as provided above in anticipation of a vacancy expected to
occur because of the retirement, resignation or removal of a Trustee, or an
increase in number of Trustees, provided that such appointment shall become
effective only at or after the expected vacancy occurs. As soon as any such
Trustee has accepted his or her appointment in writing, the Trust estate shall
vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.

Section 5. Temporary Vacancy or Absence. Whenever a vacancy in the
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 to exceed six (6)
months, unless otherwise extended for one or more additional consecutive six (6)
month periods, to any other Trustee or Trustees.

Section 6. Chairman. The Trustees shall appoint one of their number to
be Chairman of the Trustees. The Chairman shall preside at all meetings of the
Trustees, and shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust.

Section 7. Action by the Trustees. The Trustees shall act by majority
vote of those present at a meeting duly called (including at a telephonic
meeting at which all participants can hear one another, unless the 1940 Act
requires that a particular action be taken only at a meeting of the Trustees in
person) at which a quorum is present or by written consent of a majority of
Trustees (or such greater number as may be required by applicable law) without a
meeting. One-third of the Trustees shall constitute a quorum at any meeting.
Meetings of the Trustees may be called orally or in writing by the Chairman of
the Trustees or by any two other Trustees. Notice of the time, date and place of
all Trustees meetings shall be given to each Trustee by telephone, facsimile or
other electronic mechanism sent to his home or business address at least
twenty-four hours in advance of the meeting or by written notice mailed to his
home or business address at least seventy-two hours in advance of the meeting.
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,
at or after the meeting. Subject to the requirements of the 1940 Act, the
Trustees by majority vote may delegate to any Trustee or Trustees authority to
approve particular matters or take particular actions on behalf of the Trust.
Any written consent or waiver may be provided and delivered to the Trust by
facsimile or other similar electronic mechanism.

Section 8. 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. All of the Trust Property and legal title thereto
shall at all times be considered as vested in the Trust, provided that the
Trustees may cause legal title to any Trust Property to be held by or in the
name of the Trustees acting on behalf of the Trust, or in the name of any person
as nominee. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or of any Series or any fight of partition or
possession thereof, but each Shareholder shall have, as provided in Article IV,
a proportionate undivided beneficial interest in the Trust or Series represented
by Shares. The Trust or the Trustees on behalf of the Trust shall be deemed to
hold legal and beneficial ownership of any income earned on securities held by
the Trust issued by any business entity formed, organized or existing under the
laws of any jurisdiction other than a state, commonwealth, possession or colony
of the United States or the laws of the United States.

Section 9. Effect of Trustees Not Serving. The death, resignation,
retirement, removal, incapacity or inability or refusal to serve of the
Trustees, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Trust Instrument.

Section 10. Trustees, Etc. as Shareholders. Subject to any restrictions
in the Bylaws, 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, and 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.

ARTICLE III

POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act as
principals, free of the control of the Shareholders. The Trustees shall have
full power and authority to take or refrain from taking any action and to
execute any contracts and instruments that they may consider 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
Bylaws or resolutions of the Trust, the Trustees shall have power and authority,
without limitation:

(a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited by any
current or future law or custom concerning investments by trustees, and to sell,
exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or
all of the Trust Property; to invest in obligations, securities and assets of
any kind, and without regard to whether they may mature before or after the
possible termination of the Trust; and without limitation to invest all or any
part of its cash and other assets and property in securities issued by any
investment company or series thereof;

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

(c) To adopt Bylaws not inconsistent with this Trust Instrument
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent such right is not reserved to the Shareholders;

(d) To elect and remove such officers and appoint and terminate such
agents, independent contractors and delegates as they deem appropriate;

(e) To employ an investment adviser (subject to such general or
specific instruments as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of Trust Property 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 any such investment
adviser;

(f) To employ as custodian of any Trust Property, subject to any
provisions herein or in the Bylaws, 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;

(g) To retain one or more transfer agents, dividend disbursing agents,
placement agents, administrators, or Shareholder servicing agents, or both;

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

(i) To set record dates in the manner provided for herein or in the
Bylaws;

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

(k) To sell or exchange any or all of the Trust Property;

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

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

(n) To hold any security or other Trust 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;

(o) To establish separate and distinct Series with separately defined
investment objectives, policies or restrictions 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 IV;

(p) To the full extent permitted by Section 3806 of the Delaware Act,
to allocate assets, liabilities and expenses of the Trust to a particular Series
and liabilities and expenses to a particular Class or to apportion the same
between or among two or more Series or Classes, provided that any liabilities 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 IV,
Section 4;

(q) To consent to or participate in any plan for the liquidation,
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 by the Trust;

(r) 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;

(s) To make distributions of income and of capital gains to
Shareholders in the manner provided in this Trust Instrument or in the Bylaws;

(t) To borrow money and in connection therewith to issue notes or other
evidences of indebtedness and to pledge or grant security interests in Trust
Property as security therefor;

(u) To establish committees for such purposes, with such membership,
and with such responsibilities, as the Trustees may consider proper;

(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 IV and V, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust or of the particular Series with respect to which such
Shares are issued;

(w) To sell all or a portion of the Shares to another investment
company that is registered under the 1940 Act, in the Trustees' sole discretion,
without the vote or approval of any Shareholder or Shareholders, notwithstanding
any other provision of this Trust Instrument or the Bylaws to the contrary; and

(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.

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
Trust Instrument, the presumption shall be in favor of a grant of power to the
Trustees.

Section 2. Certain Transactions. Except as prohibited by applicable
law, the Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust 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.

ARTICLE IV

SERIES; CLASSES; SHARES

Section 1. Establishment of Series or Classes. The Trust shall consist
of one or more Series. The Trustees hereby establish the Series listed in
Schedule A attached hereto and made a part hereof. Each additional Series shall
be established by the adoption of a resolution of the Trustees. 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. In such case, each
Class of a Series shall represent interests in the assets of that Series and
have identical voting, dividend, liquidation and other rights and the same terms
and conditions, except that expenses allocated to a Class may be borne solely by
such Class as determined by the Trustees and a Class may have exclusive voting
rights with respect to matters affecting only that Class. 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 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 shall be entitled to receive
his pro rata share of all distributions made with respect to such Series. Upon
redemption of his Shares, such Shareholder shall be paid solely out of the funds
and property of such Series. The Trustees may change the name of any Series or
Class. At any time that there are no Shares outstanding of any particular Series
previously established and designated, the Trustees may by a majority vote
abolish that Series and rescind the establishment and designation thereof.

Section 2. Shares. The beneficial interest in the Trust shall be
divided into 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 a par value of $0.001 per Share. 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 or redeem
investments in any Series 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 V, 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 or
charges upon investments in any Series or Class, (b) issue fractional Shares, or
(c) determine the Net Asset Value per Share of the initial capital contribution.
The Trustees shall have the right to refuse to accept investments in any Series
at any time without any cause or reason therefor whatsoever and to redeem any
investments in the same manner.

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 other assets of the
Trust and 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 liabilities and expenses allocated solely to a
particular Class shall be borne by that Class. Any general liabilities,
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.

Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, 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 the Trust generally or 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 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, liability, obligation or expense incurred, contracted for or otherwise
existing 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 shall maintain a
register containing the names and addresses of the Shareholders of each Series,
the number of Shares of each Series and Class thereof, and a record of all Share
transfers. The register shall be conclusive as to the identity of Shareholders
of record and the 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.

Section 6. Status of Shares; Limitation of Shareholder Liability.
Shares shall be deemed to be personal property giving Shareholders only the
rights provided in this Trust Instrument. Every Shareholder, by virtue of having
acquired a Share, shall be held expressly to have assented to and agreed to be
bound by the terms of this Trust Instrument. 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.
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 Trust or such Series; however,
the omission of such statement shall not operate to bind or create personal
liability for any Shareholder or Trustee.

ARTICLE V

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions. The Trustees may declare and pay dividends
and other distributions, including dividends on Shares of a particular Series
and other distributions from the assets belonging to that Series. The amount and
payment of dividends or distributions and their form, whether they are in cash,
Shares or other 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. 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, and may specify binding requirements for the proper
form or forms of requests for redemption. Payment of the redemption price may be
wholly or partly in securities or other assets at the value of such securities
or assets used in such determination of Net Asset Value, or may be in cash. Upon
redemption, Shares may be reissued from time to time. The Trustees may require
Shareholders to redeem Shares for any reason under terms set by the Trustees,
including the failure of a Shareholder to supply a personal 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. 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 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.

Section 5. Redemptions Necessary for Qualification as Regulated
Investment Company. If the Trustees shall determine that direct or indirect
ownership of Shares of any Series has or may become concentrated in any person
to an extent which would disqualify any Series as a regulated investment company
under the Internal Revenue Code of 1986, as amended or superseded from time to
time ("Internal Revenue Code"), then the Trustees shall have the power (but not
the obligation) by such means they deem equitable to (a) call for redemption by
any such person of a number, or principal amount of Shares sufficient to
maintain or bring the direct or indirect ownership of Shares into conformity
with the requirements for such qualification and (b) refuse to transfer or issue
Shares to any person whose acquisition of Shares in question would, in the
Trustees' judgment result in such disqualification. Any such redemption shall be
effected at the redemption price and in the manner provided in this Article.
Shareholders shall upon demand disclose to the Trustees in writing such
information concerning direct and indirect ownership of Shares as the Trustees
deem necessary to comply with the requirements of any taxing authority.

ARTICLE VI

SHAREHOLDERS'VOTING POWERS AND MEETINGS

Section 1. Voting Powers. The Shareholders shall have power to vote
only with respect to (a) the election of Trustees; (b) the removal of Trustees;
(c) the amendment of this Trust Instrument to the extent and as provided in
Article X, Section 8; and (d) such additional matters relating to the Trust as
may be required by law, this Trust Instrument, or the Bylaws or any registration
of the Trust 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. 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 Bylaws. The Bylaws
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 Trust
Instrument or the Bylaws.

Section 2. Meetings of Shareholders. The first Shareholders' meeting
shall be held to elect Trustees at such time and place as the Trustees
designate, provided, however, that such election may be accomplished by the
Shareholders' written consent. Special meetings of the Shareholders of any
Series or Class may be called by the Trustees and shall be called by the
Trustees upon the written request of Shareholders owning at least ten percent
(10%) of the Outstanding Shares of such Series entitled to vote. Shareholders
shall be entitled to at least ten (10) days' notice of any meeting, given as
determined by the Trustees.

Section 3. 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. Except when a larger vote is required
by law, this Trust Instrument or the Bylaws, at any meeting at which a quorum is
present, a majority of the total Shares voted in person or by proxy shall decide
any matters to be voted upon with respect to the entire Trust and a plurality of
such Shares shall elect a Trustee; provided, that if this Trust Instrument or
applicable law permits or requires that Shares be voted on any matter by
individual Series or Classes, then a majority of the Shares of that Series or
Class (or, if required by law, a Majority Shareholder Vote of that Series) voted
in person or by proxy on the matter shall decide that matter insofar as that
Series or Class is concerned. Shareholders may act as to the Trust or any Series
or Class by the written consent of a majority (or such greater 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.

Notwithstanding any other provision herein or in the Bylaws, any
meeting of Shareholders, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the total Shares represented at
that meeting, either in person or by proxy. Any adjourned session of a meeting
of Shareholders may be held within a reasonable time without further notice.

ARTICLE VII

CONTRACTS WITH SERVICE PROVIDERS

Section 1. Investment Adviser. Subject to a Majority Shareholder Vote
(or in reliance upon applicable exemptive relief obtained from the Commission),
the Trustees may enter into one or more investment advisory contracts on behalf
of the Trust or any Series, providing for investment advisory services,
statistical and research facilities and services, and other facilities and
services to be furnished to the Trust or Series on terms and conditions
acceptable to the Trustees. Any such contract may provide for the investment
adviser to effect purchases, sales or exchanges of portfolio securities or other
Trust Property on behalf of the Trustees or may authorize any officer or agent
of the Trust to effect such purchases, sales or exchanges pursuant to
recommendations of the investment adviser. The Trustees may authorize the
investment adviser to employ one or more subadvisers. Any reference in this
Trust Instrument to the investment adviser shall be deemed to include such
subadvisers, unless the context otherwise requires.

Section 2. Principal Underwriter. The Trustees may enter into contracts
on behalf of the Trust or any Series or Class, providing for the distribution
and sale of Shares by the other party, either directly or as sales agent, on
terms and conditions acceptable to the Trustees. The Trustees may adopt a plan
or plans of distribution with respect to Shares of any Series or Class and enter
into any related agreements, whereby the Series or Class finances directly or
indirectly any activity that is primarily intended to result in sales of its
Shares, subject to the requirements of Section 12 of the 1940 Act, Rule 12b- 1
thereunder, and other applicable rules and regulations.

Section 3. Transfer Agency, Shareholder Services and Administration
Agreements. The Trustees, on behalf of the Trust or any Series or Class, may
enter into transfer agency agreements, Shareholder service agreements and
administration and management agreements with any party or parties on terms and
conditions acceptable to the Trustees or delegate to a service provider the
arrangement of these and other services.

Section 4. Custodian. The Trustees shall at all times place and
maintain the securities and similar investments of the Trust and of each Series
in custody meeting the requirements of Section 17(f) of the 1940 Act and the
rules thereunder. The Trustees, on behalf of the Trust or any Series, may enter
into an agreement with a custodian on terms and conditions acceptable to the
Trustees, providing for the custodian, among other things, to (a) hold the
securities owned by the Trust or any Series and deliver the same upon written
order or oral order confirmed in writing, (b) receive and receipt for any moneys
due to the Trust or any Series and deposit the same in its own banking
department or elsewhere, (c) disburse such funds upon orders or vouchers, and
(d) employ one or more sub-custodians.

Section 5. Parties to Contracts with Service Providers. The Trustees
may enter into any contract referred to in this Article with any entity,
although one or more of the Trustees or officers of the Trust may be an officer,
director, trustee, partner, shareholder or member of such entity, and no such
contract shall be invalidated or rendered void or voidable because of such
relationship. No person having such a relationship shall be disqualified from
voting on or executing a contract in his capacity as Trustee and/or Shareholder,
or be liable merely by reason of such relationship for any loss or expense to
the Trust with respect to such a contract or accountable for any profit realized
directly or indirectly therefrom.

Any contract referred to in Sections 1 and 2 of this Article shall be
consistent with and subject to the applicable requirements of Section 15 of the
1940 Act and the rules and orders thereunder with respect to its continuance in
effect, its termination and the method of authorization and approval of such
contract or renewal. No amendment to a contract referred to in Section 1 of this
Article shall be effective unless assented to in a manner consistent with the
requirements of Section 15 of the 1940 Act, and the rules and orders thereunder.

ARTICLE VIII

EXPENSES OF THE TRUST AND SERIES

Subject to Article IV, Section 4, the Trust or a particular Series
shall pay, directly or indirectly through contractual arrangements, or shall
reimburse the Trustees from the Trust estate or the assets belonging to the
particular Series, for their expenses and disbursements, including, but not
limited to, interest charges, taxes, brokerage fees and commissions; expenses of
pricing Trust portfolio securities; expenses of sale, addition and reduction 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; registration fees and related expenses under state or foreign
securities or other laws; 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. This Article shall
not preclude the Trust from directly paying any of the aforementioned fees and
expenses.

ARTICLE IX

LIMITATION OF LIABILITY AND INDEMNEFICATION

Section 1. Limitation of Liability. All persons contracting with or
having any claim against the Trust or a particular Series shall look only to the
assets of the Trust or such Series for payment under such contract or claim; and
neither the Trustees nor 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,
officers, employees and managers 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, manager, investment adviser, delegate or independent contractor
of the Trust, but nothing contained in this Trust Instrument or in the Delaware
Act shall protect any Trustee, officer, employee or manager 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 2. Indemnification.

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

(i) every person who is, or has been, a Trustee, officer, employee,
manager or agent of the Trust (including persons who serve at the Trust's
request as directors, trustees, officers or agents 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 such person in connection with any
claim, action, suit or proceeding in which such person becomes involved as a
party or otherwise by virtue of being or having been a Covered Person and
against amounts paid or incurred by such person in the settlement thereof
whether or not such person is a Covered Person at the time such expenses are
incurred;

(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 while in office or
thereafter, and the words "liability" and "expenses" shall include, without
limitation, attorney's fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust 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 or not opposed to the
best interests 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); or (C) by written opinion of independent
legal counsel based upon a review of readily available facts (as opposed to a
full trial type inquiry).

(c) 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 such person to the Trust or
applicable Series if it is ultimately determined that such person 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.

(d) The rights of indemnification herein provided 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.

(e) By action of the Trustees, and notwithstanding any interest of the
Trustees in the action, the Trust shall have power to purchase and maintain
insurance, in such amounts as the Trustees deem appropriate, on behalf of any
Covered Person, whether or not such person is indemnified against such liability
or expense under the provisions of this Article IX and whether or not the Trust
would have the power or would be required to indemnify such person against such
liability under the provisions of this Article IX or of the Delaware Act or by
any other applicable law, subject only to any limitations imposed by the 1940
Act.

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

Section 3. Indemnification of Shareholders. If any Shareholder or
former Shareholder of any Series shall be held personally liable solely by
reason of being or having been a Shareholder and not because of acts or
omissions or for some other reason, the Shareholder or former Shareholder (or
such person's 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 such claim made against such Shareholder for any act
or obligation of the Series and satisfy any judgment thereon from the assets of
the Series.

ARTICLE X

MISCELLANEOUS

Section 1. Trust Not a Partnership. This Trust Instrument creates a
trust and not a partnership, except to the extent such trust is deemed to
constitute a partnership under the Code and applicable state tax laws. No
Trustee shall have any power to bind personally either the Trust's officers or
any Shareholder.

Section 2. Trustee Action; Expert Advice; No Bond or Surety. The
exercise by the Trustees of their powers and discretion hereunder in good faith
and with reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article IX, the
Trustees shall not be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counsel or other experts with respect to the
meaning and operation of this Trust Instrument, and subject to the provisions of
Article IX, shall not be liable for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is obtained.

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 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 to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares. Any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof.

Section 4. Termination of the Trust.

(a) Except as provided herein, the Trust shall have perpetual
existence. The Trust may be terminated at any time by vote of a majority of the
Shares of each Series entitled to vote, voting separately by Series, or by the
Trustees by written notice to the Shareholders. Any Series of Shares or Class
thereof may be terminated at any time by vote of a majority of the Shares of
such Series or Class entitled to vote or by the Trustees by written notice to
the Shareholders of such Series or Class.

(b) Upon the requisite Shareholder vote or action by the Trustees to
terminate the Trust or any one or more Series or any Class thereof, after making
reasonable provision for the payment of a known liabilities of the Trust or any
affected Series, the Trustees shall distribute the remaining proceeds or assets
(as the case may be) ratably among the Shareholders of the Trust or any affected
Series or Class; however, the payment to any particular Class of such Series may
be reduced by any fees, expenses or charges allocated to that Class. Upon
completion of the distribution of the remaining proceeds or assets, the Trust or
affected Series or Class 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.

(c) 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.

Section 5. Reorganization; Merger; Consolidation.

(a) Notwithstanding anything else herein, to change the Trust's form of
organization the Trustees may, without Shareholder approval to the extent
permitted 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, (iii) sell the assets of the
Trust in exchange for shares of another management investment company, or (iv)
cause the Trust to incorporate under the laws of Delaware. 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 in
accordance with this Section 5 may effect any amendment to the governing
instrument of the Trust or effect the adoption of a new trust instrument of the
Trust if it is the surviving or resulting trust in the merger or consolidation.

(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. Governing Instrument. This Trust Instrument and the Bylaws
attached hereto and made a part hereof constitute the Governing Instrument of
the Trust. The original or a copy of this Trust Instrument and of each amendment
hereto or Trust Instrument supplemental shall be kept at the office of the Trust
where it may be inspected by any Shareholder. Anyone dealing with the Trust may
rely on a certificate by a Trustee or an officer of the Trust as to the
authenticity of the Trust Instrument or any such amendments 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 Trust Instrument.
This Trust Instrument may be executed in any number of counterparts, each of
which shall be deemed an original.

Section 7. Applicable Law. This Trust Instrument 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
Trust Instrument (a) the provisions of Section 3540 of Title 12 of the Delaware
Code, or (b) any provisions of the laws (statutory or common) of the State of
Delaware (other than the Delaware Act) pertaining to trusts 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 responsibility or limitations on the acts or powers of
trustees, which are inconsistent with the limitations on liabilities or
authority and powers of the Trustees set forth or referenced in this Trust
Instrument. The Trust shall be of the type commonly called a Delaware business
trust, and, without limiting the provisions hereto 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 Trust Instrument by making an amendment, a
Trust Instrument supplemental hereto or an amended and restated trust
instrument; provided, that Shareholders shall have the right to vote on any
amendment (a) which would affect the voting rights of Shareholders granted in
Article VI, Section 1, (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 or Class shall be authorized by vote of the
Shareholders of such Series or Class and no vote shall be required of
Shareholders of a Series or Class not affected.

Notwithstanding anything else herein, any amendment to Article IX 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
(2/3) of the Outstanding Shares of the Trust entitled to vote thereon.

Section 9. Fiscal Year. The fiscal year of the Trust shall end on the
date set by resolution approved by the Trustees. The Trustees may change the
fiscal year of the Trust without Shareholder approval.

Section 10. Severability. The provisions of this Trust Instrument are
severable. If the Trustees determine, with the advice of counsel, that any
provision hereof conflicts with the 1940 Act, the regulated investment company
or other provisions of the Code or with other applicable laws and regulations,
the conflicting provision shall be deemed never to have constituted a part of
this Trust Instrument; provided, however, that such determination shall not
affect any of the remaining provisions of this Trust Instrument or render
invalid or improper any action taken or omitted prior to such determination. If
any provision hereof 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 Trust
Instrument.

IN WITNESS WHEREOF, the undersigned, being the initial Trustee, has
executed this Trust Instrument as of the date first above written

/s/ Theodore E. Charles
-----------------------------
Theodore E. Charles, as
Trustee and not individually
<PAGE>

SCHEDULE A

SERIES OF THE TRUST

Investors Capital Internet Fund
Investors Capital Twenty Fund

<PAGE>

CERTIFICATE OF TRUST

THIS Certificate of Trust of Investors Capital Funds (the "Trust"),
dated June __, 1999, is being duly executed and filed by the undersigned
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. ss.3801, et seq.).

1. Name. The name of the business trust formed hereby is Investors
Capital Funds.

2. Registered Office and Agent. The business address of the registered
office of the Trust in the State of Delaware is Corporation Trust Center, 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. The Trust will
become, prior to or within 180 days following the first issuance of beneficial
interests, a registered investment company under the Investment Company Act of
1940, as amended.

IN WITNESS WHEREOF, the undersigned being the Trustee of the Trust, has
executed this Certificate of Trust as of the date first above-written.

/s/ Theodore E. Charles
Theodore E. Charles, Initial Trustee

<PAGE>

INVESTORS CAPITAL FUNDS

(A Delaware Business Trust)

BYLAWS

June __, 1999
<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I NAME OF TRUST, PRINCIPAL OFFICE AND SEAL

Section 1. Principal Office .................................. 1
Section 2. Delaware Office ................................... 1
Section 3. Seal .............................................. 1

ARTICLE II MEETINGS OF TRUSTEES

Section 1. Meetings .......................................... 1
Section 2. Action Without a Meeting .......................... 1
Section 3. Compensation of Trustees .......................... 2

ARTICLE III COMMITTEES

Section 1. Organization ...................................... 2
Section 2. Executive Committee ............................... 2
Section 3. Nominating Committee .............................. 2
Section 4. Audit Committee ................................... 2
Section 5. Other Committees .................................. 2
Section 6. Proceedings and Quorum ............................ 2

ARTICLE IV OFFICERS

Section 1. General 3
Section 2. Election, Tenure and Qualifications of Officers ... 3
Section 3. Vacancies and Newly Created Offices ............... 3
Section 4. Removal and Resignation ........................... 3
Section 5. President ......................................... 3
Section 6. Vice President .................................... 4
Section 7. Treasurer and Assistant Treasurers ................ 4
Section 8. Secretary and Assistant Secretaries ............... 4
Section 9. Subordinate Officers .............................. 4
Section 10. Compensation of Officers .......................... 4
Section 11. Surety Bond ....................................... 5

ARTICLE V MEETINGS OF SHAREHOLDERS

Section 1. Annual Meetings ................................... 5
Section 2. Special Meetings .................................. 5
Section 3. Notice of Meetings ................................ 5
Section 4. Validity of Proxies ............................... 6
Section 5. Place of Meeting .................................. 6

Section 6. Action Without a Meeting .......................... 6

ARTICLE VI SHARES IN THE TRUST

Section 1. Certificates ...................................... 6

ARTICLE VII CUSTODY OF SECURITIES

Section 1. Employment of a Custodian ......................... 7
Section 2. Termination of Custodian Agreement ................ 7
Section 3. Other Arrangements ................................ 7

ARTICLE VIII FISCAL YEAR AND ACCOUNTANT 7

Section 1. Fiscal Year ....................................... 7
Section 2. Accountant ........................................ 7

ARTICLE IX AMENDMENTS 8

Section 1. General ........................................... 8

ARTICLE X MISCELLANEOUS 8

Section 1. Inspection of Books ............................... 8
Section 2. Severability ...................................... 8
Section 3. Headings .......................................... 8
<PAGE>

BYLAWS

INVESTORS CAPITAL FUND

(A Delaware Business Trust)

These Bylaws of Investors Capital Fund (the "Trust") a Delaware business trust,
are subject to the Trust Instrument of the Trust dated June __, 1999 as from
time to time amended, supplemented or restated (the "Trust Instrument").
Capitalized terms used herein have the same meaning as in the Trust Instrument.

ARTICLE I

NAME OF TRUST, PRINCIPAL OFFICE AND SEAL

Section 1. Principal Office. The principal office of the Trust shall be
located in Lynnfield, Massachusetts or such other location as the Trustees may
from time to time determine. The Trust may establish and maintain other offices
and places of business as the Trustees may from time to time determine.

Section 2. Delaware Office. The 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 and in any case the business office
of such registered agent for service of process shall be identical with the
registered Delaware office of the Trust.

Section 3. Seal. The Trustees may adopt a seal, which shall be in such
form and have such inscription as the Trustees may from time to time determine.
Any Trustee or officer of the Trust shall have authority to affix the seal to
any document, provided that the failure to affix the seal shall not affect the
validity or effectiveness of any document.

ARTICLE II

MEETINGS OF TRUSTEES

Section 1. Meetings. Meetings of the Trustees may be held at such
places and such times as the Trustees may from time to time determine. Such
meetings may be called orally or in writing by the Chairman of the Trustees or
by any two other Trustees. Each Trustee shall be given notice of any meeting as
provided in Article II, Section 7, of the Trust Instrument.

Section 2. Action Without a Meeting. Actions may be taken by the
Trustees without a meeting or by a telephone meeting, as provided in Article II,
Section 7, of the Trust Instrument.

Section 3. Compensation of Trustees. Subject to any applicable
provisions of the Trust Instrument, the compensation of the Trustees shall be
fixed from time to time by the Trustees.

ARTICLE III

COMMITTEES

Section 1. Organization. The Trustees may designate one or more
committees of the Trustees. The Chairmen of such committees shall be elected by
the Trustees. The number composing such committees and the powers conferred upon
the same shall be determined by the vote of a majority of the Trustees. All
members of such committees shall hold office at the pleasure of the Trustees.
The Trustees may abolish any such committee at any time in their sole
discretion. Any committee to which the Trustees delegate any of their powers
shall maintain records of its meetings and shall report its actions to the
Trustees. The Trustees shall have the power to rescind any action of any
committee, but no such rescission shall have retroactive effect. The Trustees
shall have the power at any time to fill vacancies in the committees. The
Trustees may delegate to these committees any of its powers, subject to the
limitations of applicable law.

Section 2. Executive Committee. The Trustees may elect from their own
number an Executive Committee which shall have any or all the powers of the
Trustees when the Trustees are not in session. The Chairman of the Trustees
shall be a member of the Executive Committee.

Section 3. Nominating Committee. The Trustees may elect from their own
number a Nominating Committee composed entirely of Trustees who are not
Interested Persons which shall have the power to select and nominate Trustees
who are not Interested Persons, and shall have such other powers and perform
such other duties as may be assigned to it from time to time by the Trustees.

Section 4. Audit Committee. The Trustees may elect from their own
number an Audit Committee composed entirely of Trustees who are not Interested
Persons which shall have the power to review and evaluate the audit function,
including recommending independent certified public accountants, and shall have
such other powers and perform such other duties as may be assigned to it from
time to time by the Trustees.

Section 5. Other Committees. The Trustees may appoint other committees
whose members need not be Trustees. Each such committee shall have such powers
and perform such duties as may be assigned to it from time to time by the
Trustees, but shall not exercise any power which may lawfully be exercised only
by the Trustees or a committee thereof.

Section 6. Proceedings and Quorum. In the absence of an appropriate
resolution of the Trustees, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable. In the event any member of any committee is absent from any
meeting, the members present at the meeting, whether or not they constitute a
quorum, may appoint a Trustee to act in the place of such absent member.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and may include one or more Vice Presidents, Assistant
Treasurers or Assistant Secretaries, and such other officers as the Trustees may
from time to time elect. It shall not be necessary for any Trustee or other
officer to be a Shareholder of the Trust.

Section 2. Election, Tenure and Qualifications of Officers. The
officers of the Trust, except those appointed as provided in Section 9 of this
Article, shall be elected by the Trustees. Each officer elected by the Trustees
shall hold office until his or her successor shall have been elected and
qualified or until his or her earlier resignation. Any person may hold one or
more offices of the Trust except that no one person may serve concurrently as
both President and Secretary. A person who holds more than one office in the
Trust may not act in more than one capacity to execute, acknowledge or verify an
instrument required by law to be executed, acknowledged or verified by more than
one officer. No officer need be a Trustee.

Section 3. Vacancies and Newly Created Offices. Whenever a vacancy
shall occur in any office, regardless of the reason for such vacancy, or if any
new office shall be created, such vacancies or newly created offices may be
filled by the Trustees or, in the case of any office created pursuant to Section
9 of this Article, by any officer upon whom such power shall have been conferred
by the Trustees.

Section 4. Removal and Resignation. Any officer may be removed from
office at any time, with or without cause, by the Trustees. In addition, any
officer or agent appointed in accordance with the provisions of Section 9 of
this Article may be removed, with or without cause, by any officer upon whom
such power of removal shall have been conferred by the Trustees. Any officer may
resign from office at any time by delivering a written resignation to the
Trustees, the President, the Secretary, or any Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

Section 5. President. Subject to the direction of the Trustees, the
President shall have general charge of the business affairs, policies and
property of the Trust and general supervision over its officers, employees and
agents. In the absence of the Chairman of the Trustees or if no Chairman of the
Trustees has been elected, the President shall preside at all Shareholders'
meetings and at all meetings of the Trustees and shall in general exercise the
powers and perform the duties of the Chairman of the Trustees. Except as the
Trustees may otherwise order, the President shall have the power to grant,
issue, execute or sign such powers of attorney, proxies, agreements or other
documents as may be deemed advisable or necessary in the furtherance of the
interests of the Trust or any Series or Class thereof. The President also shall
have the power to employ attorneys, accountants and other advisers and agents
for the Trust. The President shall exercise such other powers and perform such
other duties as the Trustees may from time to time assign to the President.

Section 6. Vice President. The Trustees may from time to time elect one
or more Vice Presidents who shall have such powers and perform such duties as
may from time to time be assigned to them by the Trustees or the President. At
the request or in the absence or disability of the President the Vice President
(or, if there are two or more Vice Presidents, then the first appointed of the
Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be
the principal financial and accounting officer of the Trust and shall have
general charge of the finances and books of the Trust. The Treasurer shall
deliver all funds and securities of the Trust to such company as the Trustees
shall retain as custodian in accordance with the Trust Instrument these Bylaws,
and applicable law. The Treasurer shall make annual reports regarding the
business and financial condition of the Trust as soon as possible after the
close of the Trust's fiscal year. The Treasurer also shall furnish such other
reports concerning the business and financial condition of the Trust as the
Trustees may from time to time require. The Treasurer shall perform all acts
incidental to the office of Treasurer, subject to the supervision of the
Trustees, and shall perform such additional duties as the Trustees may from time
to time designate.

Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.

Section 8. Secretary and Assistant Secretaries. The Secretary shall
record all votes and proceedings of the meetings of Trustees and Shareholders in
books to be kept for that purpose. The Secretary shall be responsible for giving
and serving of all notices of the Trust. The Secretary shall have custody of any
seal of the Trust. The Secretary shall be responsible for the records of the
Trust, including the Share register and such other books and papers as the
Trustees may direct and such books, reports, certificates and other documents
required by law. All of such records and documents shall at all reasonable times
be kept open by the Secretary for inspection by any Trustee for any proper Trust
purpose. The Secretary shall perform all acts incidental to the office of
Secretary, subject to the supervision of the Trustees, and shall perform such
additional duties as the Trustees may from time to time designate.

Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.

Section 9. Subordinate Officers. The Trustees may appoint from time to
time such other officers and agents as they may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Trustees may determine. The Trustees may delegate
from time to time to one or more officers or committees of Trustees the power to
appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any officer or agent
appointed in accordance with the provisions of this Section 9 may be removed,
either with or without cause, by any officer upon whom such power of removal
shall have been conferred by the Trustees.

Section 10. Compensation of Officers. Subject to any applicable
provisions of the Trust Instrument, the compensation of the Officers shall be
fixed from time to time by the Trustees.

Section 11. Surety Bond. The Trustees may require any officer or agent
of the Trust to execute a bond (including, without limitation, any bond required
by the Investment Company Act of 1940 and the rules and regulations of the
Securities and Exchange Commission) to the Trust in such sum and with such
surety or sureties as the Trustees may determine, conditioned upon the faithful
performance of his or her duties to the Trust, including responsibility for
negligence and for the accounting of any of the Trust's property, funds or
securities that may come into his or her hands.

ARTICLE V

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meetings. There shall be no annual Shareholders'
meetings except as required by law or as hereinafter provided.

Section 2. Special Meetings. Special meetings of Shareholders of the
Trust or of any Series or Class shall be called by the President or Secretary
whenever ordered by the Trustees, and shall be held at such time and place as
may be stated in the notice of the meeting.

Special meetings of the Shareholders of the Trust or of any Series or
Class shall be called by the Secretary upon the written request of Shareholders
owning at least ten percent (10%) of the Outstanding Shares entitled to vote at
such meeting, provided that (1) such request shall state the purposes of such
meeting and the matters proposed to be acted on, and (2) the Shareholders
requesting such meeting shall have paid to the Trust the reasonably estimated
cost of preparing and mailing the notice thereof, which the Secretary shall
determine and specify to such Shareholders.

If the Secretary fails for more than thirty days to call a special
meeting, the Trustees or the Shareholders requesting such a meeting may, in the
name of the Secretary, call the meeting by giving the required notice. If the
meeting is a meeting of Shareholders of any Series or Class, but not a meeting
of all Shareholders of the Trust, then only a special meeting of Shareholders of
such Series or Class need be called and, in such case, only Shareholders of such
Series or Class shall be entitled to notice of and to vote at such meeting.

Section 3. Notice of Meetings. Except as provided in Section 2 of this
Article, the Secretary shall cause written notice of the place, date and time,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. Notice shall be given as determined by the Trustees at least
ten (10) and not more than sixty (60) days before the date of the meeting. The
written notice of any meeting may be delivered or mailed, postage prepaid, to
each Shareholder entitled to vote at such meeting. If mailed, notice shall be
deemed to be given when deposited in the United States mail directed to the
Shareholder at his or her address as it appears on the records of the Trust.
Notice of any Shareholders' meeting need not be given to any Shareholder if a
written waiver of notice, executed before, at or after such meeting is filed
with the record of such meeting, or to any Shareholder who is present at such
meeting in person or by proxy unless the Shareholder is present solely for the
purpose of objecting to the call of the meeting. Notice of adjournment of a
Shareholders' meeting to another time or place need not be given, if such time
and place are announced at the meeting at which the adjournment is taken and the
adjourned meeting is held within a reasonable time after the date set for the
original meeting. At the adjourned meeting the Trust may transact any business
which might have been transacted at the original meeting. If after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to Shareholders of record entitled to vote
at such meeting. Any irregularities in the notice of any meeting or the
nonreceipt of any such notice by any of the Shareholders shall not invalidate
any action otherwise properly taken at any such meeting.

Section 4. Validity of Proxies. Subject to the provisions of the Trust
Instrument, Shareholders entitled to vote may vote either in person or by proxy,
provided that either (1) a written instrument authorizing such proxy to act has
been signed and dated by the Shareholder or by his or her duly authorized
attorney, or (2) the Trustees adopt by resolution an electronic, telephonic,
computerized or other alternative to execution of a written instrument
authorizing the proxy to act, but if a proposal by anyone other than the
officers or Trustees is submitted- to a vote of the Shareholders of the Trust or
of any Series, 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. Unless the proxy provides otherwise, it
shall not be valid if executed more than eleven months before the date of the
meeting. All proxies shall be delivered to the Secretary or other person
responsible for recording the proceedings before being voted. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the Trust
receives a specific written notice to the contrary from any one of them. Unless
otherwise specifically limited by their terms, proxies shall entitle the
Shareholder to vote at any adjournment of a Shareholders meeting. At every
meeting of Shareholders, unless the voting is conducted by inspectors, all
questions concerning the qualifications of voters, the validity of proxies, and
the acceptance or rejection of votes, shall be decided by the chairman of the
meeting. Subject to the provisions of the Trust Instrument or these Bylaws, all
matters concerning the giving, voting or validity of proxies shall be governed
by the General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder, as if the Trust were a Delaware corporation
and the Shareholders were shareholders of a Delaware corporation.

Section 5. Place of Meeting. All special meetings of Shareholders shall
be held at the principal place of business of the Trust or at such other place
as the Trustees may from time to time designate.

Section 6. Action Without a Meeting. Any action to be taken by
Shareholders may be taken without a meeting if a majority (or such other amount
as may be required by law) of the Outstanding Shares entitled to vote on the
matter consent to the action in writing and such written consents are filed with
the records of the Shareholders' meetings. Such written consent shall be treated
for all purposes as a vote at a meeting of the Shareholders held at the
principal place of business of the Trust. If the unanimous written consent of
all Shareholders entitled to vote shall not have been received, the Secretary
shall give prompt notice of the action approved by the Shareholders without a
meeting.

ARTICLE VI

SHARES IN THE TRUST

Section 1. Certificates. No certificates certifying the ownership of
Shares shall be issued. In lieu of issuing certificates of Shares, the Trustees
or the transfer agent or Shareholder servicing agent may either issue receipts
or may keep accounts upon the books of the Trust for record holders of such
Shares. In either case, the record holders shall be deemed, for all purposes, to
be holders of certificates for such Shares as if they accepted such certificates
and shall be held to have expressly consented to the terms thereof.

ARTICLE VII

CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Trust shall at all times
place and maintain all funds, securities and similar investments of the Trust
and of each Series in the custody of a Custodian, including any sub-custodian
for the Custodian (the "Custodian"). The Custodian shall be one or more banks or
trust companies of good standing having an aggregate capital surplus, and
undivided profits of not less than two million dollars ($2,000,000), or such
other financial institutions or other entities as shall be permitted by rule or
order of the U.S. Securities and Exchange Commission. The Custodian shall be
appointed from time to time by the Trustees, who shall determine its
remuneration.

Section 2. Termination of Custodian Agreement. Upon termination of the
Custodian Agreement or inability of the Custodian to continue to serve, the
Trustees shall promptly appoint a successor Custodian. If so. directed by
resolution of the Trustees or by vote of a majority of Outstanding Shares of the
Trust, the Custodian shall deliver and pay over all property of the Trust or any
Series held by it as specified in such vote.

Section 3. Other Arrangements. The Trust may make such other
arrangements for the custody of its assets (including deposit arrangements) as
may be required by any applicable law, rule or regulation.

ARTICLE VIII

FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Trust shall be as
determined by the Trustees.

Section 2. Accountant. The Trust shall employ independent certified
public accountants as its accountant ("Accountant") to examine the accounts of
the Trust and to sign and certify financial statements filed by the Trust. The
Accountant's certificates and reports shall be addressed both to the Trustees
and to the Shareholders.

ARTICLE IX

AMENDMENTS

Section 1. General. All Bylaws of the Trust shall be subject to
amendment, alteration or repeal, and new Bylaws may be made by the affirmative
vote of a majority of either: (1) the Outstanding Shares of the Trust entitled
to vote at any meeting; or (2) the Trustees at any meeting. In no event will
Bylaws be adopted that are in conflict with the Trust Instrument, the Delaware
Act, the Investment Company Act of 1940, or applicable securities laws.

ARTICLE X

MISCELLANEOUS

Section 1. Inspection of Books. The Trustees shall from time to time
determine whether and to what extent and at what times and places, and under
what conditions the accounts and books of the Trust or any Series shall be open
to the inspection of Shareholders. No Shareholder shall have any right to
inspect any account or book or document of the Trust except as conferred by law
or otherwise by the Trustees.

Section 2. Severability. The provisions of these Bylaws are severable.
If the Trustees determine, with the advice of counsel, that any provision hereof
conflicts with the Investment Company Act of 1940, the regulated investment
company or other 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 these Bylaws; provided, however, that such
determination shall not affect any of the remaining provisions of these Bylaws
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
these Bylaws.

Section 3. Headings. Headings are placed in these Bylaws for
convenience of reference only and in case of any conflict, the text of these
Bylaws rather than the headings shall control.