DECLARATION FUND, 485APOS, 1999-03-01

DECLARATION FUND
485APOS, 1999-03-01

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1933 Act Registration No. 888-03176
1940 Act Registration No. 002-72066

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20546

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [33]

and

REGISTRATION STATEMENT UNDER

THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [33]

DECLARATION FUND
(Exact name of registrant as specified in Charter)

555 North Lane, Suite 6160
Conshohocken, PA 19428
(Address of Principle Executive Offices and Zip Code)

610-832-1075
(Registrant's Telephone Number including Area Code)

Terence P. Smith
The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On ___________, pursuant to paragraph (b)
[X] On March 5, 1999, pursuant to paragraph (a)(1)
[ ] On ___________, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

THE DECLARATION MONEY MARKET FUND

CROSS-REFERENCE SHEET
(As required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO. ON FORM N-1A CAPTION OR SUBHEADING IN PROSPECTUS
OR STATEMENT OF ADDITIONAL INFORMATION

PART A - INFORMATION REQUIRED IN PROSPECTUS
<S> <C>
1. Front and Back Cover Pages. Cover Page; Back Cover Page

2. Risk/Return Summary: Investments,
Risks, and Performance. Risk/Return Summary; Fees and Expenses

3. Risk/Return Summary/ Fee Table. Fees and Expenses

4. Investment Objectives, Principal Risk/Return Summary; Investment Objectives
Investment Strategies, and Related and Policies
Risks

5. Management's Discussion of Not Applicable
Fund Performance

6. Management, Organization and Management of the Fund; Investment Adviser;
Capital Structure General Information

7. Shareholder Information Purchasing Shares; Redeeming Shares;
Plan of Distribution; Tax Considerations; General
Information

8. Distribution Arrangements Redeeming Shares; Plan of Distribution

9. Financial Highlights Information Not Applicable

PART B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page and Table of Contents Cover Page; Table of Contents

11. Fund History Not covered in Statement of Additional
Information (covered under Item 6 of
Part A)

12. Description of the Fund and its Investment Policies and Restrictions
Investments and Risks

13. Management of the Fund. Investment Adviser; Directors and
Officers

14. Control Persons and Principal Directors and Officers; Investment Adviser
Holders of Securities.

15. Investment Advisory and other Investment Adviser; Fund Service Providers
Services.

16. Brokerage Allocation and Other Portfolio Transactions
Practices

17. Capital Stock and Other Capital Stock
Securities.

18. Purchase, Redemption and Pricing Determination of Net Asset Values
of Securities Being Offered Purchasing and Redeeming Shares

19. Taxation of the Fund. Tax Information

20. Underwriters Fund Service Providers
and Transfer Agents

21. Calculations of Performance Data. Performance Information

22. Financial Statements Not Applicable
</TABLE>

PART C

Information required to be included in PART C is set forth under the appropriate
Item, so numbered, in PART C of the Registration Statement.

<PAGE>

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PART A

The Declaration Money Market Fund

(the "Fund")

PROSPECTUS
MARCH 5, 1999

The Fund's investment objective is to provide a high a level of current income
consistent with the preservation of capital and liquidity. The Fund seeks to
achieve its objective by investing primarily in short term obligations of the
U.S. Government and its agencies and instrumentalities.

The minimum investment in the Fund is $1,000 for regular accounts and $1000 for
retirement accounts. The minimum subsequent investment is $500 for regular
accounts and $50 for retirement accounts. The Fund is a No-Load Fund. This means
that 100% of your initial investment is invested in shares of the Fund.

THIS FUND IS ONLY AVAILABLE TO SHAREHOLDERS OF OTHER MUTUAL FUNDS IN THE
DECLARATION FUND FAMILY OF FUNDS, SHAREHOLDERS OF MUTUAL FUNDS WHICH ARE CLIENTS
OF THE DECLARATION GROUP, 555 NORTH LANE, SUITE 6160, CONSHOHOCKEN PA, AND
EMPLOYEES, OFFICERS, DIRECTORS AND FAMILY MEMBERS OF THOSE MUTUAL FUNDS.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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<PAGE>

TABLE OF CONTENTS

Risk/Return Summary
Fees And Expenses.
Investment Objectives And Policies.
Tax Considerations.

Purchasing Shares.
Redeeming Shares.
Investment Adviser.
Management of the Fund.
Plan of Distribution
General Information.

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<PAGE>

RISK/RETURN SUMMARY

The Fund is a diversified mutual fund whose primary investment objective is to
provide a high level of current income consistent with the preservation of
capital and liquidity. The Fund seeks to achieve its objectives by normally
investing only in U.S. Government direct obligations, U.S. Government agency
securities and repurchase agreements. The Fund will normally invest at least 85%
of its net assets in these securities. The Fund will invest in instruments
maturing not more than 397 days from the date of investment and will maintain a
dollar-weighted average portfolio maturity of 90 days or less. The Fund will
also try to maintain a stable net asset value of $1.00 per share.

The Fund does not intend to actively trade its portfolio. Accordingly, portfolio
turnover should be very low. The Fund's Adviser estimates that portfolio
turnover will be less than 20% annually. This will help to minimize transaction
costs to the Fund, and will also minimize any realized capital gains to the
Fund.

Principal Risks

(1) The major factor influencing the Fund's performance is interest rates. When
interest rates rise, bond prices fall. The longer bonds have until they
mature, the greater their price volatility when interest rates change. The
Fund will minimize price volatility risk by investing only in short term
securities and generally holding such securities until they mature. The
Fund will invest in U.S. Government and Agency securities to minimize
credit risk in its portfolio, but you should be aware that any governmental
guarantees on those securities will not apply to the market value of those
securities, or to the current yield of those securities, or to the Fund's
shares. An investment in the Fund is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Although the Fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the Fund. Finally,
this is a new Fund without a prior operating history, and this is a new
position for the Adviser to the Fund. The Fund's lack of performance
history and management experience may pose additional risks.

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
(FEES PAID DIRECTLY FROM YOUR INVESTMENT) NONE

ANNUAL FUND OPERATING EXPENSES:

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees. 0.74%
Servicing (12b-1) Fees. 0.25%*
Other Fees (estimated) 0.01%
-----
Total Annual Fund Operating Expenses. 1.00%

<PAGE>

EXAMPLE: THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COSTS OF INVESTING IN
THE FUND WITH THE COSTS OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLE ASSUMES
THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS INDICATED AND THEN
REDEEM ALL YOUR SHARES AT THE END OF THOSE PERIODS. THE EXAMPLE ALSO ASSUMES
THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S OPERATING
EXPENSES REMAIN THE SAME. BECAUSE THE FUND DOES NOT CHARGE ANY REDEMPTION FEES,
YOU WOULD PAY THE SAME EXPENSES IF YOU DID NOT REDEEM YOUR SHARES. ALTHOUGH YOUR
ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR COSTS
WOULD BE:

One Year Three Years
- -------- -----------
$102 $318

* Because 12b-1 fees are paid on an ongoing basis, you could end up paying more
expenses over the long term than if you had paid an initial sales charge

The Fund's Adviser has agreed to waive receipt of its fees and/or assume certain
expenses of the Fund, to the extent possible, to insure that the Fund's total
expenses do not exceed 1.00% annually. If the Advisor waives fees or assumes
expenses of the Fund, such actions would have the effect of lowering the expense
ratio and increasing the yield to investors.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objectives, risks and general investment strategies are
discussed in the Risk/Return Section of this Prospectus. This Section has
additional information about the Fund's investment policies you should know
before you invest.

The Fund will not invest in instruments maturing more than 397 days from the
date of investment, and will maintain a dollar-weighted average portfolio
maturity of 90 days or less.

The Fund is a "Money Market Fund", and as such, is obligated to comply with the
requirements of Rule 2a-7 under the 1940 Act, which governs the operations of
money market funds.

The Fund will normally hold portfolio securities to maturity. As a result, the
Fund does not expect to realize capital gains on its securities holdings, nor
does it expect its net asset value to fluctuate above or below $1.00 per share.

Although the Fund does not intend to actively trade its portfolio, the Fund may
have to sell securities in order to satisfy large redemption requests. You
should be aware that selling securities which have been held for short time
periods might result in the Fund realizing short-term capital gains, and that
may have an impact on the Fund's net asset value and on your tax status. Please
see the Statement of Additional Information ("SAI") for a more detailed
discussion of taxation issues, and consult with your tax advisor to determine
what impact the Fund's investment policies may have on your personal tax
situation.

<PAGE>

The Fund will normally invest at least 85% of its net assets in the following
securities:

(1) U.S. Government Treasury Bills, Treasury Notes, and Treasury bonds with
remaining maturities of less than 397 days,

(2) U.S. Government agency securities with remaining maturities of less than
397 days,

(3) Repurchase Agreements collateralized by U.S. Government and Agency
securities.

U.S. Government Securities include direct obligations of the U.S. Government and
obligations issued by U.S. Government agencies and instrumentalities. The market
value of such securities fluctuates in response to interest rates and the
creditworthiness of the issuer. In the case of securities backed by the full
faith and credit of the United States Government (direct obligations), credit
risk is minimal; shareholders are generally exposed only to interest rate risk.

Repurchase Agreements. The Fund may invest in repurchase agreements ("Repos")
with broker-dealers, banks and other financial institutions, provided that the
Fund's custodian always has possession of the securities serving as collateral
for the Repos or has proper evidence of book entry receipt of said securities.
In a Repo, the Fund purchases securities subject to the seller's simultaneous
agreement to repurchase those securities from the Fund at a specified time
(usually one day) and price. The repurchase price reflects an agreed-upon
interest rate during the time of investment. All Repos entered into by the Fund
must be collateralized by U.S. Government and Agency Securities, the market
values of which equal or exceed 102% of the principal amount of the money
invested by the Fund. If an institution with whom the Fund has entered into a
Repo enters insolvency proceedings, the resulting delay, if any, in the Fund's
ability to liquidate the securities serving as collateral could cause the Fund
some loss if the securities declined in value prior to liquidation. To minimize
the risk of such loss, the Fund will enter into Repos only with institutions and
dealers considered creditworthy.

Cash Reserves. The Fund may normally hold up to 15% of its assets in cash to
meet liquidity needs.

When-Issued Securities and Delayed-Delivery Transactions. The Fund may purchase
securities on a when-issued basis, and it may purchase or sell securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place at some future date. The Fund
may enter into such transactions when, in the Adviser's opinion, doing so may
secure an advantageous yield and/or price to the Fund that might otherwise be
unavailable. The Fund has not established any limit on the percentage of assets
it may commit to such transactions, but to minimize the risks of entering into
these transactions, the Fund will maintain a segregated account with its
Custodian consisting of cash, cash equivalents, or U.S. Government Securities,
in an amount equal to the aggregate fair market value of its commitments to such
transactions.

TAX CONSIDERATIONS

The Fund intends to qualify each year as a regulated investment company under
Sub Chapter M of the Internal Revenue Service (IRS) Code, as currently in effect
and as amended from time to time. In any fiscal year in which the Fund qualifies
as a regulated investment company and distributes to shareholders all of its net
investment income and net capital gains, the Fund will not have to pay any
federal income tax.

Generally, all dividends and capital gains are taxable whether they are
reinvested or received in cash, unless you are exempt from taxation or entitled
to a tax deferral. Because the Fund will invest primarily in U.S. Government and
agency securities and hold those securities until they mature, the Fund does not
anticipate that it will realize any capital gains. In the unlikely event that
the Fund does realize capital gains, it will pay out such capital gains at least
annually, usually in December. Early each following year, you will be notified
as to the amount and federal tax status of all income distributions paid to you
from the prior year. Such distributions may also be subject to state or local
taxes. The tax treatment of redemptions from a retirement plan account may
differ from redemptions from an ordinary shareholder account.

You must provide the Fund with your correct taxpayer identification number, and
certify that you are not subject to backup withholding (your taxpayer
identification number is usually your Social Security number). If you fail to do
so, the IRS may require the Fund to withhold 31% of your taxable distributions
and redemptions. Federal law also requires the Fund to withhold 30% or the
applicable treaty rate from dividends paid to certain nonresident aliens,
non-U.S. partnerships, and non-U.S. corporations.

This is a brief summary of the tax laws that affect your investment in the Fund.
Please see the Section entitled "Tax Information" in the SAI for additional
information, and consult with your own tax advisor, since every investor's tax
situation is unique.

PURCHASING SHARES

The Declaration Group consists of two related companies, Declaration
Distributors, Inc. ("DDI") and Declaration Service Company ("DSC") that provide
underwriting, transfer agency, and fund accounting services to mutual funds
nationwide. DDI and DSC are both wholly-owned subsidiaries of Declaration
Holdings, a Delaware corporation. If you are a shareholder of a mutual fund that
employs either DDI or DSC, you may purchase shares of the Fund. You may also
purchase shares of the Fund if you are an officer, director or employee of a
mutual fund that employs DDI or DSC.

Declaration Fund is an open-end management investment company organized as a
Pennsylvania business trust. It is a "series" company, meaning that it can issue
an unlimited number of series of shares ("funds"). Presently, the series of the
Declaration Fund are:

Declaration Cash
The Michigan Heritage Fund
The VanderPal Protected Income and Growth Fund
The Declaration Money Market Fund

If you are a shareholder, officer, director, or employee of any of these funds,
you may purchase shares of the Fund.

To purchase shares of the Fund, first complete and sign a New Account Purchase
Application and mail it, together with your check for the total purchase price,
to THE DECLARATION MONEY MARKET FUND, C/O DECLARATION DISTRIBUTORS, INC., 555
NORTH LANE, SUITE 6160, CONSHOHOCKEN, PA 19428. Checks are accepted subject to
collection at full face value in United States currency. If your check does not
clear, your purchase will be cancelled and you will be subject to any losses or
fees incurred by the Fund with respect to the transaction. If shares are
purchased by check and redeemed by letter within seven business days of
purchase, the Fund may hold redemption proceeds until the purchase check has
cleared, a period of up to fifteen days.

You will receive a statement showing the number of shares purchased, the net
asset value at which your shares were purchased, and the new balance of Fund
shares owned each time you purchase shares of the Fund. The Fund does not issue
stock certificates. All full and fractional shares will be carried on the books
of the Fund.

Shares of the Fund are purchased at the net asset value next computed after the
receipt of your purchase order. The Fund's share price, also called its net
asset value, is determined as of the close of trading (normally 4:00 p.m.,
Eastern Time) every day the New York Stock Exchange is open. The Fund calculates
its net asset value per share by dividing the total value of its assets after
subtracting liabilities by the number of its shares outstanding.

The Fund will attempt to maintain a stable net asset value of $1.00 per share.
The securities held in the Fund's portfolio are valued on the basis of amortized
cost. This means that when the Fund buys a security, the security will be
constantly valued at its purchase price and assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument.

While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is either higher or lower
than the price that would be received if the instrument was sold. During periods
of declining interest rates, the daily yield on shares of the Fund, computed as
described above, may tend to be higher than a like computation made by a fund
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of amortized cost resulted in a lower aggregate portfolio value
on a particular day, a prospective investor in the Fund would be able to obtain
a somewhat higher yield than would result from investment in a fund utilizing
solely market values, and existing Fund investors would receive less investment
income. The converse would apply in a period of rising interest rates.

The valuation of the Fund's instruments based upon their amortized cost and the
commitment to attempt to maintain the Fund's per share net asset value of $1.00
is authorized by the provisions of Rule 2a-7 under the 1940 Act. In compliance
with the terms of the Rule, the Board of Trustees has agreed to establish
procedures reasonably designed to stabilize the net asset value per share, as
computed, for the purposes of sales and redemptions at $1.00 per share, taking
into account current market conditions and the Fund's investment objective.
These procedures include periodic review (when the Board of Trustees deems
appropriate and at such intervals as are reasonable in light of current market
conditions) of the relationship between amortized cost value per share and a net
asset value per share based upon available indications of market value. In such
review, all portfolio securities including securities with maturities of less
than 60 days must be marked to market for purposes of computing market
deviation. Other investments and assets are valued at fair market value as
determined in good faith by the Board of Trustees or its designee(s). In the
event of a difference of over 1/2 of 1% between the Fund's net asset value based
upon available market quotations or market equivalents and its per share net
asset value based on amortized cost, the Board of Trustees will promptly
consider what action, if any, should be taken. The Board of Trustees will also
take such action, as it deems appropriate, to eliminate or to reduce, to the
extent reasonably practicable, any material dilution or other unfair results
which might arise from differences between the two methods of value. Such action
may include redemption in kind, selling portfolio instruments prior to maturity
to realize capital gains or losses or to shorten the average portfolio maturity,
withholding dividends, or utilizing a net asset value per share as determined by
using available market quotations. See "Daily Dividends" below.

Daily Dividends
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The Fund will declare and automatically invest dividends from the net investment
income on each day that the Fund is open for business for shareholders of record
as of 11:00 A.M., East Coast time. Income for Saturdays, Sundays, and holidays
will be declared as a dividend on the next succeeding business day. The amount
of dividends declared and paid fluctuates from day to day. Dividends are
automatically reinvested at net asset value in additional shares. Shareholders
of the Fund will receive periodic transaction summaries of their accounts,
including information about dividends reinvested or paid. Shareholders who make
the request may have their dividends paid to them monthly in cash. For such
shareholders, the shares reinvested and credited to their account during the
month will be redeemed promptly after the end of the month and the proceeds paid
to them by check.

Net income, for dividend purposes, is the sum of: (1) net investment income,
which consists of the interest earned on the Fund's investments (adjusted for
amortization of original issue, market discounts or premiums ), less the
estimated expenses of the Fund; and (2) gains or losses realized on the sale of
portfolio securities. Net income will be so calculated immediately prior to the
determination of the Fund's net asset value per share. The Board of Trustees of
Declaration Fund may revise the above dividend policy, or postpone the payment
of dividends, if the Fund should have or anticipate any large unexpected
expenses, losses or fluctuations in net assets with respect to the Fund that, in
the opinion of the Board of Trustees, might have a significant effect on
shareholders. The shareholders will be notified of any such action taken by the
Board of Trustees.

The Fund is a No-Load Fund. This means that you will not be charged any sales
commissions or underwriting discounts, so 100% of your initial investment is
invested in shares of the Fund. The minimum initial investment is $1,000 for
regular accounts and $1,000 for Individual Retirement Accounts (IRAs). Minimum
subsequent purchases for regular accounts are $500 and $50 for IRA accounts.

All applications to purchase shares of the Fund are subject to acceptance by
authorized officers of the Fund and are not binding until accepted. The Fund
reserves the right to reject purchase orders under circumstances or in amounts
considered disadvantageous to existing shareholders. Please see the SAI Sections
entitled "Purchasing and Redeeming Shares" and "Tax Information" for more
information concerning share purchases.

REDEEMING SHARES

You may redeem your shares in the Fund at any time and for any reason. Upon
receipt by the Fund of a redemption request in proper form, your shares of the
Fund will be redeemed at their next determined net asset value. Redemption
requests must be in writing and delivered to the Fund at THE DECLARATION MONEY
MARKET FUND, C/O DECLARATION SERVICE COMPANY, 555 NORTH LANE, SUITE 6160,
CONSHOHOCKEN, PA 19428. To be in "proper form," your redemption request must:

1. Specify the number of shares or dollar amount to be redeemed, if less than
all shares are to be redeemed;
2. Be signed by all owners exactly as their names appear on the account;

3. If required, include a signature guarantee from any "eligible guarantor
institution". Eligible guarantor institutions include banks, brokers,
dealers, credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. A notary public is
not an eligible guarantor.

Further documentation, such as copies of corporate resolutions and instruments
of authority may be requested from corporations, administrators, executors,
personal representatives, trustees, or custodians to evidence the authority of
the person or entity making the redemption request.

Signature Guarantees. A signature guarantee is designed to protect you and the
Fund by verifying your signature. SIGNATURE GUARANTEES ARE REQUIRED WHEN:

(1) establishing certain services after the account is opened;
(2) requesting redemptions in excess of $10,000;
(3) redeeming or exchanging shares, when proceeds are: (i) being mailed to an
address other than the address of record, (ii) made payable to other than
the registered owner(s); or
(4) transferring shares to another owner.

The redemption price per share is net asset value, determined as of the close of
business on the day your redemption order is received by the Fund. Redemption
requests received after 4:00 p.m. Eastern time will be redeemed at net asset
value determined as of the close of business the next business day.

If the value of your account falls below $1,000 as a result of previous
redemptions and not market price declines, the Fund may redeem the shares in
your account. However, the Fund will notify you first if such an event occurs,
and you will have 60 days to bring your account balance up to the minimum levels
before the Fund may exercise its option to redeem.

Payment for shares redeemed is made within seven days after receipt by the Fund
of a request for redemption in proper form. The Fund reserves the right to
suspend or postpone redemptions during any period when (a) trading on any of the
major U.S. stock exchanges is restricted, as determined by the Securities and
Exchange Commission, or that the major exchanges are closed for other than
customary weekend and holiday closings, (b) the Commission has by order
permitted such suspension, or (c) an emergency, as determined by the Commission,
exists making disposal of portfolio securities or valuation of net assets of the
Fund not reasonably practicable.

MANAGEMENT OF THE FUND

The Fund is a series of the Declaration Fund (the "Trust"), an open-end,
diversified management investment company organized as a Pennsylvania business
trust. The Trust's headquarters are at P.O. Box 844, Conshohocken PA 17428-0844.
The business and affairs of the Trust and of the separate series within the
Trust are managed by the Trust's Board of Trustees. The Trustees establish
policies, and have certain fiduciary duties and obligations to the Trust and the
separate series and their shareholders under the laws of the state of
Pennsylvania and applicable federal securities laws. Currently, the Trust offers
four series: Declaration Cash, The Michigan Heritage Fund, The VanderPal
Protected Income and Growth Fund, and the Declaration Money Market Fund.

The Trust is aware of a potential problem that may occur when the year changes
from 1999 to 2000. Many computers and computer programs have been built where
dates are calculated using only two digits. As a result, these computers and
programs cannot tell the difference between 1900 and 2000, and when the year
changes from 1999 to 2000, there may be significant problems. The Trust has
taken steps to address this problem, specifically by entering into contracts
only with vendors who are aggressively addressing the problem and by updating
the Trust's own systems to address the problem. As of the date of this filing,
the Trust does not foresee "The Year 2000 Problem" as having any significant
negative impact on the Trust or the Fund.

INVESTMENT ADVISER

Declaration Investment Advisors, Inc. was organized as a Pennsylvania
corporation in 1976. Its address is Suite 6160, 555 North Lane, Conshohocken,
PA19428. Its Directors and principal officers are: Terence P. Smith, Chief
Executive Officer and Sole Director, Gregory Sanginitti, President and Linda K.
Coyne, Executive Vice President and Secretary. The address of each of these
persons is Suite 6160, 555 North Lane, Conshohocken, PA 19428.

Declaration I/A is a wholly owned subsidiary of Declaration Holdings,
Inc.("Holdings"). Prior to August 21, 1997, Stephen B Tily, III and WMB
Holdings, Inc. owned all of the outstanding voting stock of Holdings. On August
21, 1997,all of the outstanding voting stock of Holdings was transferred to
Terence P. Smith, then the Secretary of the Company. On October 22, 1997, Mr.
Smith transferred 20% of the stock to Mentor Special Situations Fund (a venture
capital limited partnership), and 5% to Messers. George Stasen and Edward Sager
(the principals of Mentor Special Situations Fund). Mr. Smith now owns
75%,Mentor Special Situations 20% and Messrs. Stasen and Sager 2 1/2% each. The
address of each of the owners is 555 North Lane Suite 6160 Conshohocken,
Pennsylvania 19428.

Mr. Terence P. Smith is portfolio manager of the Fund. Mr. Smith has also been
portfolio manager for Declaration Cash, another fund in the Declaration Fund
series, since July 24, 1998. Mr. Smith is also Chief Executive Officer and
controlling shareholder of Declaration Service Company and Declaration
Distributors, Inc. Mr. Smith has been an executive officer for both of these
companies since 1987. Mr. Smith has been the portfolio manager for Declaration
cash since 1996.

The Adviser manages the investment portfolio and business affairs of the Fund
under an Investment Advisory Agreement with the Fund, and manages, or arranges
to manage, the daily operations of the Fund under an Operational Services
Agreement.

INVESTMENT ADVISORY AGREEMENT. Under the terms of the Advisory Agreement, the
Adviser, subject to the supervision of the Board of Directors, will manage the
investment operations of the Fund in accordance with the Fund's investment
policies. In consideration of the Adviser's investment advisory services, the
Fund will pay to the Adviser on the last day of each month a fee equal to 0.25%
of average net asset value of the Fund, such fee to be computed daily based upon
the net asset value of the Fund.

The Advisor furnishes an investment program for the Fund, determines, subject to
the overall supervision and review of the Board of Directors of the Trust, what
investments should be purchased, sold and held, and makes changes on behalf of
the Trust in the investments of the Fund.

OPERATIONAL SERVICES AGREEMENT. Under the terms of the Operational Services
Agreement, the Adviser, subject to the supervision of the Board of Trustees,
will provide day-to-day operational services to the Fund including, but not
limited to, providing or arranging to provide accounting, administrative, legal
(except litigation), dividend disbursing, transfer agent, registrar, custodial,
fund share distribution, shareholder reporting, sub-accounting and record
keeping services. The Services Agreement provides that the Adviser pays all fees
and expenses associated with these and other functions, including but not
limited to, expenses of legal compliance, shareholder communications, and
meetings of the shareholders. Under the Services Agreement, the Fund will pay to
the Adviser on the last day of each month a fee equal to 0.49% of average net
asset value of the Fund, such fee to be computed daily based upon the net asset
value of the Fund. The Adviser has entered into an Investment Company Services
Agreement with Declaration Service Company to provide Transfer Agent and
essentially all administrative services for the Fund. The Adviser has also
entered into a Distribution Agreement with Declaration Distributors, Inc.
("DDI") wherein DDI will act as principal underwriter for the Fund's shares, and
an Investment Services Agreement with Declaration Service Company ("DSC")
wherein DSC will provide fund accounting, transfer agency, shareholder
servicing, and dividend disbursing agency services to the Fund. DDI and DSC are
affiliated companies. Both are controlled by Mr. Terence P. Smith.

From time to time, the Adviser may waive receipt of its fees and/ or voluntarily
assume certain Fund expenses, which would have the effect of lowering the Fund's
expense ratio and increasing yield to investors during the time such amounts are
waived or assumed. The Fund will not be required to pay the Adviser for any
amounts voluntarily waived or assumed, nor will the Fund be required to
reimburse the Adviser for any amounts waived or assumed during a prior fiscal
year.

The Fund pays all expenses incident to its operations and business not
specifically assumed by the Adviser, including expenses relating to custodial,
legal, and auditing charges; printing and mailing of reports and prospectuses to
existing shareholders; taxes and corporate fees; maintaining registration of the
Fund under the Investment Company Act of 1940, and registration of its shares
under the Securities Act of 1933; and qualifying and maintaining qualification
of its shares under the securities laws of certain states.

GENERAL INFORMATION

The Fund will not issue stock certificates evidencing shares. Instead, your
account will be credited with the number of shares purchased, relieving you of
responsibility for safekeeping of certificates and the need to deliver them upon
redemption. Written confirmations are issued to you for all purchases of shares.

You will be provided at least semi-annually with a report showing the Fund's
portfolio and other information and annually after the close of the Fund's
fiscal year, which ends December 31, with a report containing audited financial
statements.

The shares making up the Fund represent an interest in the Fund only and in the
event of liquidation, each share of the Fund would have the same rights to the
distribution of assets as every other share of the Fund.

As a shareholder, you have voting rights with respect to the management and
operation of the Fund and its policies. You are entitled to one vote for each
whole share, and fractional votes for fractional shares held. Shares of the Fund
do not have cumulative voting rights. The Fund's shares are fully paid and
non-assessable, have no pre-emptive or subscription rights, and are fully
transferable, with no conversion rights.

Prior to the public offering made by this prospectus, the Adviser owned (having
purchased for investment), all of the outstanding shares of the Fund and as a
result may be deemed to then control the Fund.

In reports or other communications to investors, or in advertising material, the
Fund may describe general economic and market conditions affecting the Fund and
may compare its performance with other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar nationally recognized
rating services and financial publications that monitor mutual fund performance.

According to the law of Pennsylvania, under which the Trust is incorporated, and
the Trust's bylaws, the Trust is not required to hold an annual meeting of
shareholders unless required to do so under the Investment Company Act of 1940.
Inquiries regarding the Fund should be directed to the Fund at its address or
telephone number shown on the front cover of this Prospectus.

The Trust will call a meeting of shareholders for the purpose of voting upon the
removal of a director or directors when requested in writing to do so by record
holders of at least 10% of the Fund's outstanding common shares, and in
connection with such meeting will comply with the provisions of section 16(c) of
the Investment Company Act of 1940 concerning assistance with a record
shareholder communication asking other record shareholders to join in that
request.

PLAN OF DISTRIBUTION

The Fund has adopted a Plan of Distribution, or "12b-1 Plan" under which it may
finance activities primarily intended to sell shares. Under the 12b-1 Plan, the
Fund may pay a distribution fee at an annual rate of up to 0.25% of average
daily net assets of the Fund to the Adviser for services primarily intended to
sell shares and for providing certain shareholder services. These services
include, among other things, processing new shareholder account applications,
preparing and transmitting to the Fund's Transfer Agent computer processable
tapes of all transactions by customers, and serving as the primary source of
information to customers in answering questions concerning the Fund and their
transactions with the Fund.

Payments under the 12b-1 Plan are not tied exclusively to the distribution
and/or shareholder servicing expenses actually incurred by the Adviser, and such
payments may exceed the expenses actually incurred. The Company's Board of
Trustees evaluates the Plan on a regular basis.

You should be aware that, over time, 12b-1 fees will increase the costs of your
investment, and may eventually cost you more than other types of sales charges.

<PAGE>

FOR MORE INFORMATION

Additional information about the Fund will be available in the Fund's
semi-annual report to shareholders, which will be prepared and sent to all
shareholders of the Fund after the Fund's first six months of operations. In the
Fund's semi-annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its first six months.

STATEMENT OF ADDITIONAL BY MAIL:
INFORMATION (SAI)
Declaration Fund
The SAI contains more detailed c/o Declaration Service Company
Information on all aspects of the 555 North Lane, Suite 6160
Fund. A current SAI, dated March 1, Conshohocken, PA 19428
1999, has been filed with the SEC
and is incorporated by reference BY PHONE: 1-800-353-3553
into (is legally a part of) this
prospectus.

To request a free copy of the SAI,
or the Fund's latest semi-annual OR YOU MAY VIEW OR OBTAIN THESE
Report, please contact the Fund. DOCUMENTS FROM THE SEC.

IN PERSON: at the SEC's Public
Reference Room in Washington, D.C.

BY PHONE: 1-800-SEC-0330

BY MAIL: Public Reference Section,
Securities and Exchange Commission,
Washington, D.C. 20549-6009
(duplicating fee required)

ON THE INTERNET: www.sec.gov

The Declaration Money Market Fund
c/o Declaration Service Company

555 North Lane, Suite 6160

Conshohocken, PA 19428
1-800-353-3553

Investment Company Act No.
811-03176

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Dated March 5, 1999

Declaration Fund
555 North Lane, Suite 6160
Conshohocken, PA 19428
800-355-3553

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of The Declaration Money Market Fund, dated
March 1, 1999. You may obtain a copy of the Prospectus, free of charge, by
writing to Declaration Fund, c/o The Declaration Group, 555 North Lane, Suite
6160, Conshohocken, PA 19428, phone number 800-353-3553.

TABLE OF CONTENTS

Declaration Fund
Investment Policies and Restrictions Custodian
Calculation of Yield
Investment Adviser Transfer Agent
Directors and Officers Administration
Performance Information Distributor
Purchasing and Redeeming Shares Independent Accountants
Tax Information Independent Auditors Report *
Portfolio Transactions Financial Statements *

* to be filed by amendment

DECLARATION FUND

Declaration Fund is an open-end, diversified, management investment company.
Originally incorporated in Pennsylvania on April 9, 1981, Declaration Fund
changed its form of organization to a business trust effective, July 9,1984. It
became registered with the Commonwealth of Pennsylvania as a Pennsylvania
Business Trust on May 16, 1990. Declaration Fund is a series fund - Declaration
Money Market Fund (hereafter sometimes "the Fund" or "Fund") is a series of
Declaration Fund. For more information, please see the Fund Prospectus.

INVESTMENT POLICIES AND RESTRICTIONS

The following statement of policies supplements the description of the
investment objective and policies set forth in the Declaration Money Market
Fund's Prospectus.

The Fund's Board of Trustees will undertake to assure, to the extent reasonably
practical, taking into account current market conditions affecting the Fund's
investment objectives, that its net asset value will not deviate from $1.00 per
share; In order to accomplish this, The Fund shall maintain a dollar-weighted,
average portfolio maturity appropriate to its objective of maintaining a stable
net asset value per share. To this end, The Fund will not:

(i) purchase any instrument with a remaining maturity of greater than
397calendar days, or (ii) maintain a dollar-weighted average portfolio
maturity that exceeds 90days.

Investment Limitations

Certain limitations have been adopted which are designed to reduce the exposure
of the Fund in certain situations. Thus, the Fund may not:

(1) Invest in commodities or commodity contracts or purchase or sell real
estate;

(2) Write, purchase or sell warrants, put or call options, or combinations
thereof;

(3) Invest in interests in oil, gas, or other mineral exploration or
development programs;

(4) Make loans (except to the extent that the entry into repurchase agreements
may be considered loans) to other persons except by the purchase of the
debt obligations in which the Fund is authorized to invest in accordance
with its investment policies;

(5) Purchase securities on margin or sell securities short;

(6) Purchase more than 10% of the outstanding voting securities of any issuer,
except securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities;

(7) Purchase securities of any issuer except obligations of the U.S. Government
and its agencies and instrumentalities if as a result, more than 15% of the
value of Fund total assets would be invested in the securities of such
issuer;

(8) Purchase or retain securities of an issuer if an officer or director of
such issuer is an Officer or Trustee of Declaration Fund or an officer or
director of an investment advisor of Declaration Fund and one or more of
such Officers, Directors or Trustees of Declaration Fund or an investment
advisor of Declaration Fund owns beneficially more than one half percent of
the shares or securities of such issuer and all such Trustees, Directors
and Officers owning more than one half percent of such shares or securities
together own more than 5% of such shares or securities;

(9) Participate with others in any trading accounts or act as an underwriter of
securities of other issuers;

(10) Pledge, mortgage or hypothecate the Fund assets to an extent greater than
5% of the value of its total assets, and then only to secure temporary
borrowings;

(11) Borrow money (except from banks for temporary, emergency purposes and then
only in amounts of up to 20% of its net assets): no securities will be
purchased for the Fund if such borrowings exceed 5% of its net assets: any
borrowings over 5% of the net assets of the Fund will be made solely to
facilitate the orderly sale of portfolio securities should abnormally heavy
redemption requests occur;

(12) Invest more than 10% of the Fund's assets in securities which are not
readily marketable, including obligations of small banks and savings and
loan institutions;

(13) Invest for the purpose of controlling the management of any company;

(14) Invest in securities of other investment companies except by purchase in
the open market involving only customary broker's commissions or as part of
a merger, consolidation, reorganization or purchase of assets approved by
the Fund's shareholders.

(15) Invest in securities of companies which have (with predecessors) a record
of less than three years continuous operation, except investments in
obligations guaranteed by the U.S. Government, or issued by its agencies or
instrumentalities;

(16) Purchase any securities of a type other than those securities described in
the Prospectus;

(18) Issue senior securities.

(19) Invest less than 85% of the Fund's net assets in securities other than
obligations of the United States Government, or issued by its agencies or
instrumentalities.

The above referenced investment limitations are considered at the time that
portfolio securities are purchased. The above restrictions are fundamental
policies and may not be changed without a vote of a majority of the Fund's
outstanding voting securities. The vote of a majority of the outstanding voting
securities, means the vote, at an annual or special meeting of the shareholders,
duly called, (a) of 67% or more of the voting securities present at the meeting,
if the holders of 50% of the outstanding voting securities of the Fund are
present or represented by proxy; or (b) of more than 50% of the outstanding
voting securities of The Fund, which ever is less.

CALCULATION OF YIELD

The current yield of The Fund is calculated daily on a base period return of a
hypothetical account having a beginning balance of one share for a particular
seven (7) day period. The return is determined by dividing the net change
(exclusive of any capital changes in such account) by its average net asset
value for the period, and then multiplying it by 365/7 to get the annualized
current yield.

The calculation of net change reflects the value of additional shares purchased
with the dividends of The Fund, including dividends on both the original share
and on such additional shares purchased with the dividends from The Fund.

An effective yield, which reflects the effects of compounding and represents an
annualization of the current yield with all dividends reinvested, may also be
calculated for The Fund by adding 1 to the base period return, raising the sum
to the 365/7 power, and subtracting 1 from the result.

Set forth below is an example, for purposes of illustration only, of the current
and effective yield calculations for the Fund for a seven (7) day base period
ending December 31, 1999:

12/31/98
- --------
Value of account at beginning of period $1.000000
Value of same account at end of period 1.000098
Net change in account value .000098
Annualized current net yield 0.51%
(Net Change x 365/7)/ average net asset value
Effective yield 0.51%
(Net Change + 1) 365/7 power -1
Average weighted maturity of investments 24 days

The net asset value of a share of the Fund is $1.00 and the value of the share
has remained at that amount since the initial offering. On the other hand, The
Fund's yield will fluctuate. The annualization of a week's dividends is not a
representation as to what an investment in the Fund will actually yield in the
future. Actual yields will depend on such variables as investment quality,
average maturity, the type of instruments selected for investment, changes in
interest rates on instruments, changes in expenses and other factors. Yields are
one basis investors may use to analyze the Fund and other investment vehicles;
however, yields of other investment vehicles may not be comparable because of
the factors set forth in the preceding sentence, differences in the time periods
compared, and differences in the methods used in valuing portfolio instruments,
computing net asset value and calculating yield. No charge is made for
redemptions. Any redemption may be more or less than the shareholder's cost
depending on the market value of the securities held by The Fund.

INVESTMENT ADVISER

The Agreement provides that the adviser shall not be liable for any loss
suffered by the Fund or its shareholders as a consequence of any act or omission
in connection with services under the Agreement, except by reason of the
adviser's willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations and duties under the Advisory Agreement.

The Agreement has a term of two years, but may be continued from year to year so
long as its continuance is approved annually (a) by the vote of a majority of
the Directors of the Fund who are not "interested persons" of the Fund or the
adviser cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors as a whole or by the vote of a
majority (as defined in the 1940 Act) of the outstanding shares of the Fund. The
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).

DIRECTORS AND OFFICERS

The board of directors has overall responsibility for conduct of the Company's
affairs. The day-to-day operations of the Fund are managed by the Advisor,
subject to the bylaws of the Company and review by the Board of Directors. The
directors of the Company, including those directors who are also officers, are
listed below:

Name, Age, Address, Position Principal Occupation For the
with Fund Last Five Years
- -----------------------------------
(1) Stephen B. Tiley, III (Age 60) From 1981 to January, 1992,
Chairman of the Board, Trustee President, CEO and Director of
Delaware Charter Guarantee & Trust
Company. Became Chairman and CEO on
January 1992. Resigned December
1993. Trustee of the Trust since
1988.

(2) Thomas S. Stewart, III (Age 50) Managing Partner of Stewart
Trustee Associates, a financial services
consulting firm since 1994.
Previously Director of Economic and
Investment Research with PNC Bank.

(3) George R. Stasen* (Age 52) Co-founder of Mentor Capital
Trustee Partners, Ltd., a Philadelphia
merchant banking firm, in 1993.
Formerly CFO of the Rushmore Group
of Bethesda, MD.

(4) A. Louis Denton (Age 39) President ands Chief Executive
Trustee Officer of Philadelphia Corporation
for Investment Services, a financial
advice and services firm, since
1989.

((5) Dow W. Stewart (Age 53) President and CEO of Prime Capital
Trustee Holdings since 1997. Formerly Chief
Operating Officer and Treasurer of
Stone & McCarthy Research
Associates (1995-1996) and
co-founded and served as senior
Managing partner and Chief
Financial Officer to R. J. Walls &
Company (1990- 1995).

5
<PAGE>

(6) Terence P. Smith* (Age 51) Chief Executive Officer,
Trustee, President controlling shareholder, The
Declaration Group. With Company
since 1987.

* Indicates an "interested person" as defined in the Investment Company Act of
1940.

The table below sets forth the compensation anticipated to be paid by the Fund
to each of the independent directors of the Trust during the Fund's first fiscal
year ending December 31, 1999.

Name of Director Compensation Pension Annual Total Compensation
from Company Benefits Benefits Paid to Director
- --------------------------------------------------------------------------------

Stephen B. Tiley 0.00 0.00 0.00 0.00
Thomas S. Stewart, III 0.00 0.00 0.00 0.00
George R. Stasen 0.00 0.00 0.00 0.00
A. Louis Denton 0.00 0.00 0.00 0.00
Dow W. Stewart 0.00 0.00 0.00 0.00
Terence P. Smith 0.00 0.00 0.00 0.00

The Adviser intends to purchase substantially all of the shares the Fund prior
to the effective date of the Fund's registration and will be deemed initially to
control the Fund.

The Company will call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares.
The Company's bylaws contain procedures for the removal of directors by its
stockholders. At any meeting of stockholders, duly called and at which a quorum
is present, the stockholders may by the affirmative vote of the holders of a
majority of the votes entitled to be cast thereon, remove any director or
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed directors.

PERFORMANCE INFORMATION

In sales literature, the Fund's performance may be compared with that of market
indices and other mutual funds. In addition to the above computations, the Fund
might use comparative performance as computed in a ranking determined by Lipper
Analytical Services, Morningstar, Inc., or that of another service.

PURCHASING AND REDEEMING SHARES

Redemptions will be made at net asset value. The Fund's net asset value is
determined on days on which the New York Stock Exchange is open for trading. For
purposes of computing the net asset value of a share of the Fund, securities
traded on security exchanges, or in the over-the-counter market in which
transaction prices are reported, are valued at the last sales price at the time
of valuation or, lacking any reported sales on that day, at the most recent bid
quotations. Securities for which quotations are not available and any other
assets are valued at a fair market value as determined in good faith by the
Advisor, subject to the review and supervision of the board of directors. The
price per share for a purchase order or redemption request is the net asset
value next determined after receipt of the order.

It is the policy of Declaration Fund to attempt to maintain a net asset value of
$1.00 per share for the shares of the Fund for purposes of sales and
redemptions. The instruments held in the portfolio of the Fund are valued on the
basis of amortized cost which does not take into account unrealized capital
gains or losses. This involves valuing an instrument at cost and, thereafter,
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is either higher
or lower than the price that would be received if the instrument was sold.
During periods of declining interest rates, the daily yield on shares of The
Fund, computed as described above, may tend to be higher than a like computation
made by a fund with identical investments utilizing a method of valuation based
upon market prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in the Fund would be
able to obtain a somewhat higher yield than would result from investment in a
fund utilizing solely market values, and existing Fund investors would receive
less investment income. The converse would apply in a period of rising interest
rates. The valuation of the Fund's instruments based upon their amortized cost
and the commitment to attempt to maintain The Fund's per share net asset value
of $1.00 is authorized by the provisions of Rule 2a-7 under the 1940 Act. In
compliance with the terms of the Rule, the Board of Trustees has agreed, as a
particular responsibility within the overall duty of care owed to The Fund
shareholders, to establish procedures reasonably designed to stabilize the net
asset value per share, as computed, for the purposes of sales and redemptions
at$1.00 per share, taking into account current market conditions and The Fund's
investment objective. These procedures include periodic review (when the Board
of Trustees deems appropriate and at such intervals as are reasonable in light
of current market conditions) of the relationship between amortized cost value
per share and a net asset value per share based upon available indications of
market value. In such review, all portfolio securities including securities with
maturities of less than 60 days must be marked to market for purposes of
computing market deviation. Other investments and assets are valued at fair
market value as determined in good faith by the Board of Trustees or its
designee(s). In the event of a difference of over 1/2 of 1% between The Fund's
net asset value based upon available market quotations or market equivalents and
its per share net asset value based on amortized cost, the Board of Trustees
will promptly consider what action, if any, should be taken. The Board of
Trustees will also take such action, as it deems appropriate, to eliminate or to
reduce ,to the extent reasonably practicable, any material dilution or other
unfair results which might arise from differences between the two methods of
value. Such action may include redemption in kind, selling portfolio instruments
prior to maturity to realize capital gains or losses or to shorten the average
portfolio maturity, withholding dividends, or utilizing a net asset value per
share as determined by using available market quotations. See "Daily Dividends"
below.

Daily Dividends

The Fund will declare and automatically invest dividends from the net investment
income on each day that the Fund is open for business for shareholders of record
as of 11:00 A.M., East Coast time. Income for Saturdays, Sundays, and holidays
will be declared as a dividend on the next succeeding business day. The amount
of dividends declared and paid fluctuates from day to day. Dividends are
automatically reinvested at net asset value in additional shares. Shareholders
of the Fund will receive periodic transaction summaries of their accounts,
including information about dividends reinvested or paid. Shareholders who make
the request may have their dividends paid to them monthly in cash. For such
shareholders, the shares reinvested and credited to their account during the
month will be redeemed promptly after the end of the month and the proceeds paid
to them by check.

Net income, for dividend purposes, is the sum of: (1) net investment income,
which consists of the interest earned on The Fund's investments(adjusted for
amortization of original issue, market discounts or premiums ),less the
estimated expenses of Declaration Fund; and (2) gains or losses realized on the
sale of portfolio securities. Net income will be so calculated immediately prior
to the determination of the Fund's net asset value per share(see "Determination
of Net Asset Value"). The Board of Trustees of Declaration Fund may revise the
above dividend policy, or postpone the payment of dividends, if Declaration Fund
should have or anticipate any large unexpected expenses, losses or fluctuations
in net assets with respect to The Fund that, in the opinion of the Board of
Trustees, might have a significant effect on shareholders. The shareholders will
be notified of any such action taken by the Board of Trustees.

The Fund is open for business on each day that the New York Stock Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally determined as of 4:00 p.m., New York time. The Fund's share price is
calculated by subtracting its liabilities from the closing fair market value of
its total assets and dividing the result by the total number of shares
outstanding on that day. Fund liabilities include accrued expenses and dividends
payable, and its total assets include the market value of the portfolio
securities as well as income accrued but not yet received. Since the Fund
generally does not charge sales or redemption fees, the NAV is the offering
price for shares of the Fund. For shares redeemed prior to being held for at
least six months, the redemption value is the NAV less a redemption fee equal to
1.00% of the NAV.

TAX INFORMATION

The following is only a summary of certain tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of shareholders, and the discussion here and in the Prospectus is not
intended as a substitute for careful tax planning. Investors in the Fund should
consult their tax advisors with specific reference to their tax situation.

Since all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that no part of any distribution will be
eligible for the dividends received deduction for corporations. It is not
expected that the Fund will realize long-term capital gains and, therefore, it
does not contemplate payment of any "capital gains dividends" as described in
the Code. It will be required, in certain cases, to withhold and remit to the
United States Treasury, 31% of dividends paid to any Fund shareholder who has
failed to provide a tax identification number, or who has provided an incorrect
number, or who is subject to withholding by the Internal Revenue Service for
failure to properly include on his or her return, payments of interest or
dividends. In those states and localities which have income tax laws, the
treatment of the Fund and its shareholders and Declaration Fund may differ under
such laws from the treatment under Federal income tax laws. Shareholders are
advised to consult their tax advisers concerning the application of state and
local taxes.

PORTFOLIO TRANSACTIONS

The Fund will generally purchase and hold securities until maturity.
Accordingly, the Fund expects that its annual portfolio turnover rate will not
exceed 20% under normal conditions. However, there can be no assurance that the
Fund will not exceed this rate, and the portfolio turnover rate may vary from
year to year.

High portfolio turnover in any year will result in the payment by the Fund of
above-average transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment gains, to the extent they consist of short-term
capital gains, will be considered ordinary income for federal income tax
purposes.

Decisions to buy and sell securities for the Fund are made by the Adviser
subject to review by the Trust's Board of Trustees. In placing purchase and sale
orders for portfolio securities for the Fund, it is the policy of the Adviser to
seek the best execution of orders at the most favorable price. In selecting
brokers to effect portfolio transactions, the determination of what is expected
to result in the best execution at the most favorable price involves a number of
largely judgmental considerations. Among these are the Adviser's evaluations of
the broker's efficiency in executing and clearing transactions. Over-the-counter
securities are generally purchased and sold directly with principal market
makers who retain the difference in their cost in the security and its selling
price. In some instances, the Adviser feels that better prices are available
from non-principal market makers that are paid commissions directly.

CUSTODIAN

First Union National Bank, N.A. acts as custodian for the Fund. As such, First
Union holds all securities and cash of the Fund, delivers and receives payment
for securities sold, receives and pays for securities purchased, collects income
from investments and performs other duties, all as directed by officers of the
Company. First Union does not exercise any supervisory function over the
management of the Fund, the purchase and sale of securities or the payment of
distributions to shareholders.

TRANSFER AGENT

Declaration Services Company ("DSC") acts as transfer, dividend disbursing, and
shareholder servicing agent for the Fund pursuant to a written agreement with
the Advisor and Fund. Under the agreement, DSC is responsible for administering
and performing transfer agent functions, dividend distribution, shareholder
administration, and maintaining necessary records in accordance with applicable
rules and regulations.

ADMINISTRATION

DSC also provides services as Administrator to the Fund pursuant to a written
agreement with the Advisor and Fund. The Administrator supervises all aspects of
the operations of the Fund except those performed by the Adviser under the
Fund's investment advisory agreement. The Administrator is responsible for:

(a) calculating the Fund's net asset value
(b) preparing and maintaining the books and accounts specified in Rule 31a-1
and 31a-2 of the Investment Company Act of 1940
(c) preparing financial statements contained in reports to stockholders of the
Fund
(d) preparing the Fund's federal and state tax returns
(e) preparing reports and filings with the Securities and Exchange Commission
(f) preparing filings with state Blue Sky authorities
(g) maintaining the Fund's financial accounts and records

DISTRIBUTOR

Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, Pa
19428, a wholly-owned subsidiary of The Declaration Group, serves as distributor
and principal underwriter of the Fund's shares pursuant to a written agreement
with the Advisor and Fund.

INDEPENDENT ACCOUNTANTS

Sanville & Company serves as the Company's independent auditors for the fiscal
year ending December 31, 1999.

<PAGE>

PART C
OTHER INFORMATION

Item 23 Exhibits

A. Articles of Incorporation of Registrant- Incorporated by reference from PEA
# 27, filed on February 29, 1996.

B. Bylaws of Registrant- Incorporated by reference from PEA # 27, filed on
February 29, 1996.

C. Not Applicable- See Declaration of Trust of Registrant

D. Investment Advisory Agreement.- Attached as Exhibit 23(D)

E. Distribution Agreement with Declaration Distributors, Inc.- Attached as
Exhibit 23(E)

F. None [Not Applicable]

G. Custodian Agreement with First Union National Bank- Incorporated by
reference from PEA # 15, filed on March 1, 1990.

H. (1) Operating Services Agreement.- Attached as Exhibit 23(H)(1)

(2) Investment Services Agreement with Declaration Service Company-
Attached as Exhibit 23(H)(2)

I. Opinion of Counsel- Attached as Exhibit 23(I)

J. Not Applicable

K. Not Applicable

L. Not Applicable

M. Plan of Distribution- Attached as Exhibit 23(M)

N. Not Applicable

O. Not Applicable

Item 24. Persons Controlled by or under Common Control with Registrant.

No person is directly or indirectly controlled by, or under common control with
the Registrant other than as disclosed in Parts A and B.

Item 25. Indemnification.

The Law of Pennsylvania generally authorizes the registrant to indemnify its
directors and officers under specified circumstances. Section 7 of Article VII
of the bylaws of the Registrant (exhibit 2 to the registration statement, which
is incorporated herein by reference) provides in effect that the registrant
shall provide certain indemnification to its directors and officers. In
accordance with section 17(h) of the Investment Company Act and other applicable
federal laws, this provision of the bylaws shall not protect any person against
any liability to the registrant or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. With respect to the indemnification provisions of any agreement
entered into by the Company, to the extent that such indemnification provisions
may be inconsistent with, or unenforceable, under any federal or state
securities law, the Company shall not be liable therefore.

Item 26. Business and Other Connections of Investment Adviser.

The Advisor has no other business or other connections.

Item 27. Principal Underwriters.

Declaration Distributors, Inc., 555 North Lane, Suite 6160, Conshohocken, PA
will be the Fund's principal underwriter. Mr. Terence P. Smith is Chief
Executive Officer of the underwriter, and serves as President and Trustee of the
Fund.

Item 28. Location of Accounts and Records.

Declaration Service Company.
555 North Lane, Suite 6160
Conshohocken, PA

Item 29. Management Services.

Declaration Service Company.
555 North Lane, Suite 6160
Conshohocken, PA

Item 30. Undertakings.

None

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(a) under the Securities Act of 1933 and has duly caused this Registration to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Conshohocken and State of Pennsylvania on the 26th day of February, 1999.

Declaration Fund
(Registrant)

By: /s/ Terence P. Smith, President

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

Name Title Date

/s/ Terence P. Smith President February 26, 1999
- ---------------------
Terence P. Smith

/s/ Stephen B. Tily Chairman February 26, 1999
- ---------------------
Stephen B. Tily

/s/ Dow W. Stewart Trustee February 26, 1999
- ---------------------
Dow W. Stewart

Thomas S. Stewart Trustee February 26, 1999
- ---------------------
Thomas S. Stewart

George R. Stasen Trustee February 26, 1999
- ---------------------
George R. Stasen

/s/ A. Louis Denton Trustee February 26, 1999
- ---------------------
A. Louis Denton

<PAGE>

EXHIBIT INDEX

EXHIBIT 23(D)- INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND DECLARATION
INVESTMENT ADVISERS, INC.

EXHIBIT 23(E)- DISTRIBUTION AGREEMENT BETWEEN THE TRUST, THE ADVISER, AND
DECLARATION DISTRIBUTORS, INC.

EXHIBIT 23(H)(1)- OPERATING SERVICES AGREEMENT BETWEEN THE TRUST AND DECLARATION
INVESTMENT ADVISERS, INC.

EXHIBIT 23(H)(2)- INVESTMENT COMPANY SERVICES AGREEMENT BETWEEN THE TRUST, THE
ADVISER, AND DECLARATION SERVICE COMPANY.

EXHIBIT 23(I)- OPINION AND CONSENT OF COUNSEL

EXHIBIT 23(M)- PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1

EXHIBIT 23(D)

INVESTMENT ADVISORY AGREEMENT

DECLARATION FUND

This Agreement is made and entered into as of the 1st of March, 1999 by and
between Declaration Fund, a Pennsylvania business trust (the "Fund"), and
Declaration Investment Advisers, Inc., a Pennsylvania corporation (hereinafter
referred to as "Adviser").

WHEREAS, the Fund is a diversified, open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "Act"), and
authorized to issue shares representing interests in the Declaration Money
Market Fund (the "Portfolio"); and

WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset
management; and

WHEREAS, the Fund desires to retain Adviser to render certain investment
management services to the Fund and Adviser is willing to render such services;

NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

1. OBLIGATIONS OF INVESTMENT ADVISER

(A) SERVICES. Adviser agrees to perform the following services (the
"Services") for the Fund:

(1) manage the investment and reinvestment of the Portfolio's assets;

(2) continuously review, supervise, and administer the investment program
of the Portfolio;

(3) determine, in its discretion, the securities to be purchased, retained
or sold (and implement those decisions);

(4) provide the Fund with records concerning Adviser's activities which
the Fund is required to maintain; and

(5) render regular reports to the Fund's officers and directors concerning
Adviser's discharge of the foregoing responsibilities.

Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the directors of the Fund and in compliance with
such policies as the directors may from time to time establish, and in
compliance with the objectives, policies, and limitations of the Portfolio set
forth in the Fund's prospectus and statement of additional information, as
amended from time to time, and with all applicable laws and regulations. All
Services to be furnished by Adviser under this Agreement may be furnished
through the medium of any directors, officers or employees of Adviser or through
such other parties as Adviser may determine from time to time.

Adviser agrees, at its own expense or at the expense of one or more of its
affiliates, to render the Services and to provide the office space, furnishings,
equipment and personnel as may be reasonably required in the judgment of the
Board of Directors of the Fund to perform the Services on the terms and for the
compensation provided herein. Adviser shall authorize and permit any of its
officers, directors and employees, who may be elected as directors or officers
of the Fund, to serve in the capacities in which they are elected.

Except to the extent expressly assumed by Adviser herein and except to the
extent required by law to be paid by Adviser, the Fund shall pay all costs and
expenses in connection with its operation and organization.

(B) BOOKS AND RECORDS. All books and records prepared and maintained by
Adviser for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Adviser shall surrender to the Fund such of the books and
records so requested.

2. PORTFOLIO TRANSACTIONS. Adviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Portfolio and is directed to use its best efforts to obtain the best net
results as described in the Fund's prospectus from time to time. Adviser may, in
its discretion, purchase and sell portfolio securities from and to brokers and
dealers who provide the Portfolio with research, analysis, advice and similar
services, and Adviser may pay to these brokers and dealers, in return for
research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, provided that Adviser determines in good faith that
such commission is reasonable in terms either of that particular transaction or
of the overall responsibility of Adviser to the Fund and its other clients and
that the total commission paid by the Fund will be reasonable in relation to the
benefits to the Portfolio over the long-term. Adviser will promptly communicate
to the officers and the directors of the Fund such information relating to
portfolio transactions as they may reasonably request.

3. COMPENSATION OF ADVISER. The Fund will pay to Adviser on the last day of
each month a fee at an annual rate equal to 0.25% of the daily average net asset
value of the Portfolio, such fee to be computed daily based upon the net asset
value of the Portfolio as determined by a valuation made in accordance with the
Fund's procedure for calculating Portfolio net asset value as described in the
Fund's Prospectus and/or Statement of Additional Information. During any period
when the determination of a Portfolio's net asset value is suspended by the
directors of the Fund, the net asset value of a share of that Portfolio as of
the last business day prior to such suspension shall, for the purpose of this
Paragraph 3, be deemed to be net asset value at the close of each succeeding
business day until it is again determined.

4. STATUS OF INVESTMENT ADVISER. The services of Adviser to the Fund are
not to be deemed exclusive, and Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby. Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of Adviser, who may also be a director, officer, or employee of the Fund, to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.

5. PERMISSIBLE INTERESTS. Directors, agents, and stockholders of the Fund
are or may be interested in Adviser (or any successor thereof) as directors,
partners, officers, or stockholders, or otherwise, and directors, partners,
officers, agents, and stockholders of Adviser are or may be interested in the
Fund as directors, stockholders or otherwise; and Adviser (or any successor) is
or may be interested in the Fund as a stockholder or otherwise.

6. LIABILITY OF INVESTMENT ADVISER. Adviser assumes no responsibility under
this Agreement other than to render the services called for hereunder in good
faith. Adviser shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act of 1940 or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.

7. TERM. This Agreement shall remain in effect until no later than February
28, 2001, and from year to year thereafter provided such continuance is approved
at least annually by (1) the vote of a majority of the Board of Directors of the
Fund or (2) a vote of a "majority" (as that term is defined in the Investment
Company Act of 1940) of the Fund's outstanding securities, provided that in
either event the continuance is also approved by the vote of a majority of the
directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at meeting called for the purpose of voting on such approval; provided,
however, that;

(a) the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon 60 days written notice to Adviser;

(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and

(c) Adviser may terminate this Agreement without payment of penalty on 60
days written notice to the Fund; and (d) the terms of paragraph 6 of
this Agreement shall survive the termination of this Agreement.

8. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:

If to the Fund: If to the Adviser:

Declaration Fund Declaration Investment Advisers, Inc.
555 North Lane, Suite 6160 555 North Lane, Suite 6160
Conshohocken, PA 19428 Conshohocken, PA 19428
Attn: Terence P. Smith Attn: Terence P. Smith
President President

9. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by vote of the holders of a majority of the Fund's outstanding
voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first written above.

Declaration Fund Declaration Investment Advisers, Inc.

By: ___________________________ By: __________________________
Stephen B. Tily Terence P. Smith
Chairman Chief Executive Officer

ATTEST: ATTEST:

- ------------------------------- ------------------------------
Secretary Secretary
[Corporate Seal] [Corporate Seal]

EXHIBIT 23(E)

DISTRIBUTION AGREEMENT

DECLARATION FUND

THIS DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 1ST day of
March, 1999 by and among Declaration Fund (the "Fund"), a Pennsylvania business
trust, Declaration Investment Advisers, Inc. (the "Adviser"), a Pennsylvania
corporation, and Declaration Distributors, Inc. (the "Distributor"), a
Pennsylvania corporation.

WITNESSETH THAT:

WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and has registered its shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act") in one or more distinct
series of Shares (the "Portfolio" or "Portfolios");

WHEREAS, the Adviser has been appointed investment adviser to the Fund;

WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Fund, the Adviser and the Distributor desire to enter into
this Agreement pursuant to which the Distributor will provide distribution
services to the Portfolios of the Fund identified on Schedule A, as may be
amended from time to time, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund, the Adviser and the Distributor,
intending to be legally bound hereby, agree as follows:

1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the Distributor as
its exclusive agent for the distribution of the Shares, and the Distributor
hereby accepts such appointment under the terms of this Agreement. The Fund
shall not sell any Shares to any person except to fill orders for the Shares
received through the Distributor; provided, however, that the foregoing
exclusive right shall not apply: (i) to Shares issued or sold in connection with
the merger or consolidation of any other investment company with the Fund or the
acquisition by purchase or otherwise of all or substantially all of the assets
of any investment company or substantially all of the outstanding shares of any
such company by the Fund; (ii) to Shares which may be offered by the Fund to its
shareholders for reinvestment of cash distributed from capital gains or net
investment income of the Fund; or (iii) to Shares which may be issued to
shareholders of other funds who exercise any exchange privilege set forth in the
Fund's Prospectus. Notwithstanding any other provision hereof, the Fund may
terminate, suspend, or withdraw the offering of the Shares whenever, in its sole
discretion, it deems such action to be desirable, and the Distributor shall
process no further orders for Shares after it receives notice of such
termination, suspension or withdrawal.

2. FUND DOCUMENTS. The Fund has provided the Administrator with properly
certified or authenticated copies of the following Fund related documents in
effect on the date hereof: the Fund's organizational documents, including
Articles of Incorporation and by-laws; the Fund's Registration Statement on Form
N-1A, including all exhibits thereto; the Fund's most current Prospectus and
Statement of Additional Information; and resolutions of the Fund's Board of
Directors authorizing the appointment of the Distributor and approving this
Agreement. The Fund shall promptly provide to the Distributor copies, properly
certified or authenticated, of all amendments or supplements to the foregoing.
The Fund shall provide to the Distributor copies of all other information which
the Distributor may reasonably request for use in connection with the
distribution of Shares, including, but not limited to, a certified copy of all
financial statements prepared for the Fund by its independent public
accountants. The Fund shall also supply the Distributor with such number of
copies of the current Prospectus, Statement of Additional Information and
shareholder reports as the Distributor shall reasonably request.

3. DISTRIBUTION SERVICES. The Distributor shall sell and repurchase Shares
as set forth below, subject to the registration requirements of the 1933 Act and
the rules and regulations thereunder, and the laws governing the sale of
securities in the various states ("Blue Sky Laws"):

a. The Distributor, as agent for the Fund, shall sell Shares to the
public against orders therefor at the public offering price, as
determined in accordance with the Fund's then current Prospectus and
Statement of Additional Information.

b. The net asset value of the Shares shall be determined in the manner
provided in the then current Prospectus and Statement of Additional
Information. The net asset value of the Shares shall be calculated by
the Fund or by another entity on behalf of the Fund. The Distributor
shall have no duty to inquire into or liability for the accuracy of
the net asset value per Share as calculated.

c. Upon receipt of purchase instructions, the Distributor shall transmit
such instructions to the Fund or its transfer agent for registration
of the Shares purchased.

d. The Distributor shall also have the right to take, as agent for the
Fund, all actions which, in the Distributor's judgment, are necessary
to effect the distribution of Shares.

e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" from buying, selling or trading any securities for
its or their own account or for the accounts of others for whom it or
they may be acting; provided, however, that the Distributor expressly
agrees that it shall not for its own account purchase any Shares of
the Fund except for investment purposes and that it shall not for its
own account sell any such Shares except for redemption of such Shares
by the Fund, and that it shall not undertake activities which, in its
judgment, would adversely affect the performance of its obligations to
the Fund under this Agreement.

f. The Distributor, as agent for the Fund, shall repurchase Shares at
such prices and upon such terms and conditions as shall be specified
in the Prospectus.

4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and repurchase of
Shares, the Distributor shall perform the distribution support services set
forth on Schedule B attached hereto, as may be amended from time to time. Such
distribution support services shall include: Review of sales and marketing
literature and submission to the NASD; NASD record keeping; and quarterly
reports to the Fund's Board of Directors. Such distribution support services may
also include: fulfillment services, including telemarketing, printing, mailing
and follow-up tracking of sales leads; and licensing Adviser or Fund personnel
as registered representatives of the Distributor and related supervisory
activities.

5. REASONABLE EFFORTS. The Distributor shall use all reasonable efforts in
connection with the distribution of Shares. The Distributor shall have no
obligation to sell any specific number of Shares and shall only sell Shares
against orders received therefor. The Fund shall retain the right to refuse at
any time to sell any of its Shares for any reason deemed adequate by it.

6. COMPLIANCE. In furtherance of the distribution services being provided
hereunder, the Distributor and the Fund agree as follows:

a. The Distributor shall comply with the Rules of Conduct of the NASD and
the securities laws of any jurisdiction in which it sells, directly or
indirectly, Shares.

b. The Distributor shall require each dealer with whom the Distributor has
a selling agreement to conform to the applicable provisions of the Fund's most
current Prospectus and Statement of Additional Information, with respect to the
public offering price of the Shares.

c. The Fund agrees to furnish to the Distributor sufficient copies of any
agreements, plans, communications with the public or other materials it intends
to use in connection with any sales of Shares in a timely manner in order to
allow the Distributor to review, approve and file such materials with the
appropriate regulatory authorities and obtain clearance for use. The Fund agrees
not to use any such materials until so filed and cleared for use by appropriate
authorities and the Distributor.

d. The Distributor, at its own expense, shall qualify as a broker or
dealer, or otherwise, under all applicable Federal or state laws required to
permit the sale of Shares in such states as shall be mutually agreed upon by the
parties; provided, however that the Distributor shall have no obligation to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction if it
determines that registering or maintaining registration in such jurisdiction
would be uneconomical.

e. The Distributor shall not, in connection with any sale or solicitation
of a sale of the Shares, or make or authorize any representative, service
organization, broker or dealer to make, any representations concerning the
Shares except those contained in the Fund's most current Prospectus covering the
Shares and in communications with the public or sales materials approved by the
Distributor as information supplemental to such Prospectus.

7. EXPENSES. Expenses shall be allocated as follows:

a. The Fund shall bear the following expenses: preparation, setting in
type, and printing of sufficient copies of the Prospectus and Statement of
Additional Information for distribution to existing shareholders; preparation
and printing of reports and other communications to existing shareholders;
distribution of copies of the Prospectus, Statement of Additional Information
and all other communications to existing shareholders; registration of the
Shares under the Federal securities laws; qualification of the Shares for sale
in the jurisdictions mutually agreed upon by the Fund and the Distributor;
transfer agent/shareholder servicing agent services; supplying information,
prices and other data to be furnished by the Fund under this Agreement; and any
original issue taxes or transfer taxes applicable to the sale or delivery of the
Shares or certificates therefor.

b. The Adviser shall pay all other expenses incident to the sale and
distribution of the Shares sold hereunder, including, without limitation:
printing and distributing copies of the Prospectus, Statement of Additional
Information and reports prepared for use in connection with the offering of
Shares for sale to the public; advertising in connection with such offering,
including public relations services, sales presentations, media charges,
preparation, printing and mailing of advertising and sales literature; data
processing necessary to support a distribution effort; distribution and
shareholder servicing activities of broker-dealers and other financial
institutions; filing fees required by regulatory authorities for sales
literature and advertising materials; any additional out-of-pocket expenses
incurred in connection with the foregoing and any other costs of distribution.

8. COMPENSATION. For the distribution and distribution support services
provided by the Distributor pursuant to the terms of the Agreement, the Adviser
shall pay to the Distributor the compensation set forth in Schedule A attached
hereto, which schedule may be amended from time to time. The Adviser shall also
reimburse the Distributor for its out-of-pocket expenses related to the
performance of its duties hereunder, including, without limitation,
telecommunications charges, postage and delivery charges, record retention
costs, reproduction charges and traveling and lodging expenses incurred by
officers and employees of the Distributor. The Adviser shall pay the
Distributor's monthly invoices for distribution fees and out-of-pocket expenses
within ten days of the respective month-end. If this Agreement becomes effective
subsequent to the first day of the month or terminates before the last day of
the month, the Fund shall pay to the Distributor a distribution fee that is
prorated for that part of the month in which this Agreement is in effect. All
rights of compensation and reimbursement under this Agreement for services
performed by the Distributor as of the termination date shall survive the
termination of this Agreement.

9. USE OF DISTRIBUTOR'S NAME. The Fund shall not use the name of the
Distributor or any of its affiliates in the Prospectus, Statement of Additional
Information, sales literature or other material relating to the Fund in a manner
not approved prior thereto in writing by the Distributor; provided, however,
that the Distributor shall approve all uses of its and its affiliates' names
that merely refer in accurate terms to their appointments or that are required
by the Securities and Exchange Commission (the "SEC") or any state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.

10. USE OF FUND'S NAME. Neither the Distributor nor any of its affiliates
shall use the name of the Fund or material relating to the Fund on any forms
(including any checks, bank drafts or bank statements) for other than internal
use in a manner not approved prior thereto by the Fund; provided, however, that
the Fund shall approve all uses of its name that merely refer in accurate terms
to the appointment of the Distributor hereunder or that are required by the SEC
or any state securities commission; and further provided, that in no event shall
such approval be unreasonably withheld.

11. LIABILITY OF DISTRIBUTOR. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against the Distributor hereunder. The Distributor shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or negligence, or reckless disregard of its obligations and duties under
this Agreement. As used in this Section 9 and in Section 10 (except the second
paragraph of Section 10), the term "Distributor" shall include directors,
officers, employees and other agents of the Distributor.

12. INDEMNIFICATION OF DISTRIBUTOR. The Fund shall indemnify and hold
harmless the Distributor against any and all liabilities, losses, damages,
claims and expenses (including, without limitation, reasonable attorneys' fees
and disbursements and investigation expenses incident thereto) which the
Distributor may incur or be required to pay hereafter, in connection with any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which the Distributor may be involved as
a party or otherwise or with which the Distributor may be threatened, by reason
of the offer or sale of the Fund shares prior to the effective date of this
Agreement.

Any director, officer, employee, shareholder or agent of the Distributor
who may be or become an officer, director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with the Distributor's
duties hereunder), to be rendering such services to or acting solely for the
Fund and not as a director, officer, employee, shareholder or agent, or one
under the control or direction of the Distributor, even though receiving a
salary from the Distributor.

The Fund agrees to indemnify and hold harmless the Distributor, and each
person, who controls the Distributor within the meaning of Section 15 of the
1933 Act, or Section 20 of the Securities Exchange Act of 1934, as amended
("1934 Act"), against any and all liabilities, losses, damages, claims and
expenses, joint or several (including, without limitation, reasonable attorneys'
fees and disbursements and investigation expenses incident thereto) to which
they, or any of them, may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other Federal or state laws or regulations, at common law or
otherwise, insofar as such liabilities, losses, damages, claims and expenses (or
actions, suits or proceedings in respect thereof) arise out of or relate to any
untrue statement or alleged untrue statement of a material fact contained in a
Prospectus, Statement of Additional Information, supplement thereto, sales
literature or other written information prepared by the Fund and provided by the
Fund to the Distributor for the Distributor's use hereunder, or arise out of or
relate to any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Distributor (or any person controlling the Distributor) shall
not be entitled to indemnity hereunder for any liabilities, losses, damages,
claims or expenses (or actions, suits or proceedings in respect thereof)
resulting from (i) an untrue statement or omission or alleged untrue statement
or omission made in the Prospectus, Statement of Additional Information, or
supplement, sales or other literature, in reliance upon and in conformity with
information furnished in writing to the Fund by the Distributor specifically for
use therein or (ii) the Distributor's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations in the
performance of this Agreement.

The Distributor agrees to indemnify and hold harmless the Fund, and each
person who controls the Fund within the meaning of Section 15 of the 1933 Act,
or Section 20 of the 1934 Act, against any and all liabilities, losses, damages,
claims and expenses, joint or several (including, without limitation reasonable
attorneys' fees and disbursements and investigation expenses incident thereto)
to which they, or any of them, may become subject under the 1933 Act, the 1934
Act, the 1940 Act or other Federal or state laws, at common law or otherwise,
insofar as such liabilities, losses, damages, claims or expenses arise out of or
relate to any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus or Statement of Additional Information or any
supplement thereto, or arise out of or relate to any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if based upon
information furnished in writing to the Fund by the Distributor specifically for
use therein.

A party seeking indemnification hereunder (the "Indemnitee") shall give
prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any threatened or pending
legal proceeding which may be subject to indemnity under this Section; provided,
however, that failure to notify the Indemnitor of such written assertion or
claim shall not relieve the Indemnitor of any liability arising from this
Section. The Indemnitor shall be entitled, if it so elects, to assume the
defense of any suit brought to enforce a claim subject to this Indemnity and
such defense shall be conducted by counsel chosen by the Indemnitor and
satisfactory to the Indemnitee; provided, however, that if the defendants
include both the Indemnitee and the Indemnitor, and the Indemnitee shall have
reasonably concluded that there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnitor
("conflict of interest"), the Indemnitor shall not have the right to elect to
defend such claim on behalf of the Indemnitee, and the Indemnitee shall have the
right to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense of any
suit pursuant to the preceding sentence and retains counsel satisfactory to the
Indemnitee, the Indemnitee shall bear the fees and expenses of additional
counsel retained by it, except for reasonable investigation costs which shall be
borne by the Indemnitor. If the Indemnitor (i) does not elect to assume the
defense of a claim, (ii) elects to assume the defense of a claim but chooses
counsel that is not satisfactory to the Indemnitee or (iii) has no right to
assume the defense of a claim because of a conflict of interest, the Indemnitor
shall advance or reimburse the Indemnitee, at the election of the Indemnitee,
reasonable fees and disbursements of any counsel retained by Indemnitee,
including reasonable investigation costs.

13. DUAL EMPLOYEES. The Adviser agrees that only its employees who are
registered representatives of the Distributor ("dual employees") shall offer or
sell Shares of the Portfolios and further agrees that the activities of any such
employees as registered representatives of the Distributor shall be limited to
offering and selling Shares. If there are dual employees, one employee of the
Adviser shall register as a principal of the Distributor and assist the
Distributor in monitoring the marketing and sales activities of the dual
employees. The Adviser shall maintain errors and omissions and fidelity bond
insurance policies providing reasonable coverage for its employees activities
and shall provide copies of such policies to the Distributor. The Adviser shall
indemnify and hold harmless the Distributor against any and all liabilities,
losses, damages, claims and expenses (including reasonable attorneys' fees and
disbursements and investigation costs incident thereto) arising from or related
to the Adviser's employees' activities as registered representatives of the
Distributor, including, without limitation, any and all such liabilities,
losses, damages, claims and expenses arising from or related to the breach by
such dual employees of any rules or regulations of the NASD or SEC.

14. FORCE MAJEURE. The Distributor shall not be liable for any delays or
errors occurring by reason of circumstances not reasonably foreseeable and
beyond its control, including, but not limited, to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts
of God, insurrection, war, riot or failure of communication or power supply. In
the event of equipment breakdowns which are beyond the reasonable control of the
Distributor and not primarily attributable to the failure of the Distributor to
reasonably maintain or provide for the maintenance of such equipment, the
Distributor shall, at no additional expense to the Fund, take reasonable steps
in good faith to minimize service interruptions, but shall have no liability
with respect thereto.

15. SCOPE OF DUTIES. The Distributor and the Fund shall regularly consult
with each other regarding the Distributor's performance of its obligations and
its compensation under the foregoing provisions. In connection therewith, the
Fund shall submit to the Distributor at a reasonable time in advance of filing
with the SEC copies of any amended or supplemented Registration Statement of the
Fund (including exhibits) under the 1940 Act and the 1933 Act, and at a
reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by the Fund.
Any change in such materials that would require any change in the Distributor's
obligations under the foregoing provisions shall be subject to the Distributor's
approval. In the event that a change in such documents or in the procedures
contained therein increases the cost or burden to the Distributor of performing
its obligations hereunder, the Distributor shall be entitled to receive
reasonable compensation therefore.

16. DURATION. This Agreement shall become effective as of the date first
above written, and shall continue in force for two years from that date and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the Directors of the Fund, or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii)
the vote of a majority of those Directors of the Fund who are not interested
persons of the Fund, and who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on the approval.

17. TERMINATION. This Agreement shall terminate as follows:

a. This Agreement shall terminate automatically in the event of its
assignment.

b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial two year term as set
forth in Section 16 above.

c. This Agreement shall terminate at any time upon a vote of the majority
of the Directors who are not interested persons of the Fund or by a
vote of the majority of the outstanding voting securities of the Fund,
upon not less than 60 days prior written notice to the Distributor.

d. The Distributor may terminate this Agreement upon not less than 60
days prior written notice to the Fund.

Upon the termination of this Agreement, the Fund shall pay to the
Distributor such compensation and out-of-pocket expenses as may be payable for
the period prior to the effective date of such termination. In the event that
the Fund designates a successor to any of the Distributor's obligations
hereunder, the Distributor shall, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other data
established or maintained by the Distributor pursuant to the foregoing
provisions.

Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26 shall
survive any termination of this Agreement.

18. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Distributor, the Adviser and the Fund and shall not
become effective unless its terms have been approved by the majority of the
Directors of the Fund or by a "vote of a majority of the outstanding voting
securities" of the Fund and by a majority of those Directors who are not
"interested persons" of the Fund or any party to this Agreement.

19. NON-EXCLUSIVE SERVICES. The services of the Distributor rendered to the
Fund are not exclusive. The Distributor may render such services to any other
investment company.

20. DEFINITIONS. As used in this Agreement, the terms "vote of a majority
of the outstanding voting securities," "assignment," "interested person" and
"affiliated person" shall have the respective meanings specified in the 1940 Act
and the rules enacted thereunder as now in effect or hereafter amended.

21. CONFIDENTIALITY. The Distributor shall treat confidentially and as
proprietary information of the Fund all records and other information relating
to the Fund and prior, present or potential shareholders and shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by the Fund.

22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand or
upon receipt if sent by certified or registered mail (postage prepaid and return
receipt requested) or by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
telex or facsimile (with request for immediate confirmation of receipt in a
manner customary for communications of such respective type and with physical
delivery of the communication being made by one or the other means specified in
this Section 20 as promptly as practicable thereafter). Notices shall be
addressed as follows: (a) if to the Fund: Declaration Fund 555 North Lane, Suite
6160 Conshohocken, PA 19428 Attention: Stephen Tily

(b) if to the Adviser:
Declaration Investment Advisers, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428
Attention: Terence P. Smith

(c) if to the Distributor:
Declaration Distributors, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428
Attn: Terence P. Smith, President

or to such other respective addresses as the parties shall designate by like
notice, provided that notice of a change of address shall be effective only upon
receipt thereof.

23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania to the
extent that such laws are not preempted by the provisions of any law of the
United States heretofore or hereafter enacted, as the same may be amended from
time to time.

25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or oral
agreements and understandings with respect thereto.

26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction. This Agreement may be executed in two counterparts,
each of which taken together shall constitute one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

Declaration Fund

By: /s/ Stephen Tily
------------------------------
Chairman

Declaration Investment Advisers, Inc.

By: /s/ Terence P. Smith
------------------------------
Chief Executive Oficer

Declaration Distributors, Inc.

By:
------------------------------
Terence P. Smith, President
<PAGE>

SCHEDULE A

DECLARATION FUND

Portfolio and Fee Schedule

Portfolios covered by Distribution Agreement:

Declaration Money Market Fund

Fees for distribution and distribution support services on behalf of the
Portfolios:

<PAGE>

SCHEDULE B

DECLARATION FUND

Distribution Support Services

1. Provide national broker dealer for Fund registration.

2. Review and submit for approval to the NASD all advertising and promotional
materials.

3. Maintain all books and records required by the NASD.

4. Subject to approval of Distributor, license personnel as registered
representatives of the Distributor to distribute no load fund shares
sponsored by the Adviser.

5. Telemarketing services (additional cost- to be negotiated).

6. Fund fulfillment services, including sampling prospective shareholders
inquiries and related mailings (additional cost- to be negotiated).

EXHIBIT 23(H)(1)

OPERATING SERVICES AGREEMENT
DECLARATION FUND

THIS AGREEMENT is made and entered into as of the 1ST day of March, 1999,
by and between Declaration Fund, a Pennsylvania business trust (the "Fund"), and
Declaration Investment Advisers, Inc., a Pennsylvania corporation (hereinafter
referred to as "Manager").

WHEREAS, the Fund is a diversified, open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "Act"), and
authorized to issue shares representing interests in The Declaration Money
Market Fund (the "Portfolio"); and

WHEREAS, Manager is registered as an investment advisor under the
Investment Advisors Act of 1940, and engages in the business of asset management
and the provision of certain other administrative and recordkeeping services in
connection therewith; and

WHEREAS, the Fund wishes to engage Manager, to provide, or arrange for the
provision of, certain operational services which are necessary for the
day-to-day operations of the Portfolio in the manner and on the terms and
conditions hereinafter set forth, and Manager wishes to accept such engagement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and Manager agree as follows:

1. OBLIGATIONS OF MANAGER

(a) Services. The Fund hereby retains Manager to provide, or, upon receipt
of written approval of the Fund arrange for other companies to provide, the
following services to the Portfolio in the manner and to the extent that such
services are reasonably necessary for the operation of the Portfolio
(collectively, the "Services"):

(1) accounting services and functions, including costs and expenses of any
independent public accountants;

(2) non-litigation related legal and compliance services, including the
expenses of maintaining registration and qualification of the Fund and the
Portfolio under federal, state and any other applicable laws and
regulations;

(3) dividend disbursing agent, dividend reinvestment agent, transfer agent, and
registrar services and functions (including answering inquiries related to
shareholder Portfolio accounts);

(4) custodian and depository services and functions;

(5) distribution, marketing, and/or underwriting services;

(6) independent pricing services;

(7) preparation of reports describing the operations of the Portfolio,
including the costs of providing such reports to broker-dealers, financial
institutions and other organizations which render services and assistance
in connection with the distribution of shares of the Portfolio;

(8) sub-accounting and recordkeeping services and functions (other than those
books and records required to be maintained by Manager under the Investment
Advisory Agreement between the Fund and Manager dated August 15, 1998),
including maintenance of shareholder records and shareholder information
concerning the status of their Portfolio accounts by investment advisors,
broker-dealers, financial institutions, and other organizations on behalf
of Manager;

(9) shareholder and board of directors communication services, including the
costs of preparing, printing and distributing notices of shareholders'
meetings, proxy statements, prospectuses, statements of additional
information, Portfolio reports, and other communications to the Fund's
Portfolio shareholders, as well as all expenses of shareholders' and board
of directors' meetings, including the compensation and reimbursable
expenses of the directors of the Fund;

(10) other day-to-day administrative services, including the costs of designing,
printing, and issuing certificates representing shares of the Portfolio,
and premiums for the fidelity bond maintained by the Fund pursuant to
Section 17(g) of the Act and rules promulgated thereunder (except for such
premiums as may be allocated to third parties, as insureds thereunder).

(b) Exclusions from Service. Notwithstanding the provisions of Paragraph
1(a) above, the Services shall not include and Manager will not be responsible
for any of the following:

(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Fund or the Portfolio in connection with securities
transactions to which the Fund or the Portfolio is a party or in connection
with securities owned by the Fund or the Portfolio;

(2) the interest on indebtedness, if any, incurred by the Fund or the
Portfolio;

(3) the taxes, including franchise, income, issue, transfer, business license,
and other corporate fees payable by the Fund or the Portfolio to federal,
state, county, city, or other governmental agents;

(4) the expenses, including fees and disbursements of counsel, in connection
with litigation by or against the Fund or the Portfolio; and

(5) any other extraordinary expense of the Fund or Portfolio.

(c) Books and Records. All books and records prepared and maintained by
Manager for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Manager shall surrender to the Fund such of the books and
records so requested.

(d) Staff and Facilities. Manager assumes and shall pay for maintaining the
staff, personnel, space, equipment and facilities necessary to perform its
obligations under this Agreement.

2. OBLIGATIONS OF THE FUND

(a) Fee. The Fund will pay to Manager on the last day of each month a fee
at an annual rate equal to 0.49% of average net asset of the Portfolio, such fee
to be computed daily based upon the net asset value of the Portfolio as
determined by a valuation made in accordance with the Fund's procedure for
calculating Portfolio net asset value as described in the Fund's Prospectus
and/or Statement of Additional Information. During any period when the
determination of a Portfolio's net asset value is suspended by the directors of
the Fund, the net asset value of a share of that Portfolio as of the last
business day prior to such suspension shall, for the purpose of this Paragraph
2(a), be deemed to be the net asset value at the close of each succeeding
business day until it is again determined.

(b) Information. The Fund will, from time to time, furnish or otherwise
make available to Manager such information relating to the business and affairs
of the Portfolio as Manager may reasonably require in order to discharge its
duties and obligations hereunder.

3. TERM. This Agreement shall remain in effect until no later than February
28, 2001, and from year to year thereafter provided such continuance is approved
at least annually by (1) the vote of a majority of the Board of Directors of the
Fund or (2) a vote of a "majority" (as that term is defined in the Investment
Company Act of 1940) of the Fund's outstanding securities, provided that in
either event the continuance is also approved by the vote of a majority of the
directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such approval; provided,
however, that;

(a) the Fund, at any time and without the payment of any penalty may
terminate this Agreement upon 120 days written notice to Manager;

(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and

4. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:

If to the Fund: If to the Manager:
-------------- -----------------
Declaration Fund Declaration Investment Advisers, Inc.
555 North Lane, Suite 6160 555 North Lane, Suite 6160
Conshohocken, PA 19428 Conshohocken, PA 19428
ATTENTION: STEPHEN TILY ATTENTION: TERENCE P. SMITH
Chairman Chief Executive Officer

5. MISCELLANEOUS

(a) Performance Review. Manager will permit representatives of the Fund,
including the Fund's independent auditors, to have reasonable access
to the personnel and records of Manager in order to enable such
representatives to monitor the quality of services being provided and
the level of fees due Manager pursuant to this Agreement. In addition,
Manager shall promptly deliver to the board of directors of the Fund
such information as may reasonably be requested from time to time to
permit the board of directors to make an informed determination
regarding continuation of this Agreement and the payments contemplated
to be made hereunder.

(b) Choice of Law. This Agreement shall be construed in accordance with
the laws of the State of Maryland and the applicable provisions of the
Act. To the extent the applicable law of the State of Maryland or any
of the provisions herein conflict with the applicable provisions of
the Act, the latter shall control.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.

Declaration Fund Declaration Investment Advisers, Inc.

By: ____________________________ By: __________________________
Stephen Tily, Chairman Terence P. Smith,
Chief Executive Officer

ATTEST: ATTEST:

By: __________________________ By: __________________________
Secretary Secretary

EXHBIT 23(H)(2)

INVESTMENT COMPANY SERVICES AGREEMENT

DECLARATION FUND

THIS AGREEMENT, dated as of the 1ST day of March, 1999 , made by and
between Declaration Fund ("Fund"), an unincorporated business trust operating as
an open-end, management investment company registered under the Investment
Company Act of 1940, as amended (the "Act"), duly organized and existing under
the laws of the State of Pennsylvania, Declaration Investment Advisers, Inc.
("Adviser"), a corporation duly organized under the laws of Pennsylvania, and
Declaration Service Company ("Declaration"), a corporation duly organized under
the laws of the Commonwealth of Pennsylvania (collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, the Fund is authorized by its Articles of Incorporation and By-
Laws to issue separate series of shares representing interests in separate
investment portfolios which are identified on Schedule "C" attached hereto and
which Schedule "C" may be amended from time to time by mutual agreement of the
Fund and Declaration; and

WHEREAS, the Fund and the Adviser have entered into an "Operating Services
Agreement" dated as of March 1, 1999 authorizing the Adviser to provide certain
investment company services to the Fund, and which further authorizes the
Adviser to enter into this Investment Company Services Agreement (hereafter
"Agreement") on behalf of the Fund; and

WHEREAS, the Parties desire to enter into an agreement whereby Declaration
will provide the services to the Fund as specified herein and set forth in
particular in Schedule "A" which is attached hereto and made a part hereof.

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:

GENERAL PROVISIONS

SECTION 1. APPOINTMENT. The Adviser hereby appoints Declaration as
servicing agent to the Fund and Declaration hereby accepts such appointment. In
order that Declaration may perform its duties under the terms of this Agreement,
the Board of Directors of the Fund shall direct the officers, investment
adviser, legal counsel, independent accountants and custodian of the Fund to
cooperate fully with Declaration and, upon request of Declaration, to provide
such information, documents and advice relating to the Fund which Declaration
requires to execute its responsibilities hereunder. In connection with its
duties, Declaration shall be entitled to rely, and will be held harmless by the
Fund when acting in reasonable reliance, upon any instruction, advice or
document relating to the Fund as provided to Declaration by any of the
aforementioned persons on behalf of the Fund. All fees charged by any such
persons acting on behalf of the Fund will be deemed an expense of the Fund.

Any services performed by Declaration under this Agreement will conform to
the requirements of:

(a) the provisions of the Act and the Securities Act of 1933, as amended,
and any rules or regulations in force thereunder;

(b) any other applicable provision of state and federal law;

(c) the provisions of the Articles of Incorporation and the by-laws of the
Fund, as amended from time to time and delivered to Declaration;

(d) any policies and determinations of the Board of Directors of the Fund
which are communicated to Declaration; and

(e) the policies of the Fund as reflected in the Fund's registration
statement as filed with the U.S. Securities and Exchange Commission.

Nothing in this Agreement will prevent Declaration or any officer thereof from
providing the same or comparable services for or with any other person, firm or
corporation. While the services supplied to the Fund may be different than those
supplied to other persons, firms or corporations, Declaration will provide the
Fund equitable treatment in supplying services. The Fund recognizes that it will
not receive preferential treatment from Declaration as compared with the
treatment provided to other Declaration clients.

SECTION 2. DUTIES AND OBLIGATIONS OF DECLARATION.

Subject to the provisions of this Agreement, Declaration will provide to
the Fund the specific services as set forth in Schedule "A" attached hereto.

SECTION 3. DEFINITIONS. For purposes of this Agreement:

"Certificate" will mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement. To be effective, such
Certificate shall be given to and received by the custodian and shall be signed
on behalf of the Fund by any two of its designated officers, and the term
Certificate shall also include instructions communicated to the custodian by
Declaration.

"Custodian" will refer to that agent which provides safekeeping of the
assets of the Fund.

"Instructions" will mean communications containing instructions transmitted
by electronic or telecommunications media including, but not limited to,
Industry Standardization for Institutional Trade Communications, computer-to-
computer interface, dedicated transmission line, facsimile transmission (which
may be signed by an officer or unsigned) and tested telex.

"Oral Instruction" will mean an authorization, instruction, approval, item
or set of data, or information of any kind transmitted to Declaration in person
or by telephone, telegram, telecopy or other mechanical or documentary means
lacking original signature, by a person or persons reasonably identified to
Declaration to be a person or persons so authorized by a resolution of the Board
of Directors of the Fund to give Oral Instructions to Declaration on behalf of
the Fund.

"Shareholders" will mean the registered owners of the shares of the Fund in
accordance with the share registry records maintained by Declaration for the
Fund.

"Shares" will mean the issued and outstanding shares of the Fund.

"Signature Guarantee" will mean the guarantee of signatures by an "eligible
guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
Broker-dealers guaranteeing signatures must be members of a clearing corporation
or maintain net capital of at least $100,000. Signature guarantees will be
accepted from any eligible guarantor institution which participates in a
signature guarantee program.

"Written Instruction" will mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to Declaration in an
original writing containing an original signature or a copy of such document
transmitted by telecopy including transmission of such signature reasonably
identified to Declaration to be the signature of a person or persons so
authorized by a resolution of the Board of Directors of the Fund, or so
identified by the Fund to give Written Instructions to Declaration on behalf of
the Fund.

Concerning Oral and Written Instructions For all purposes under this
Agreement, Declaration is authorized to act upon receipt of the first of any
Written or Oral Instruction it receives from the Fund or its agents. In cases
where the first instruction is an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered. In
cases where Declaration receives an Instruction, whether Written or Oral, to
enter a portfolio transaction onto the Fund's records, the Fund shall cause the
broker/dealer executing such transaction to send a written confirmation to the
Custodian.

Declaration shall be entitled to rely on the first Instruction received.
For any act or omission undertaken by Declaration in compliance therewith, it
shall be free of liability and fully indemnified and held harmless by the Fund,
provided however, that in the event a Written or Oral Instruction received by
Declaration is countermanded by a subsequent Written or Oral Instruction
received prior to acting upon such countermanded Instruction, Declaration shall
act upon such subsequent Written or Oral Instruction. The sole obligation of
Declaration with respect to any follow-up or confirmatory Written Instruction or
Oral Instruction in documentary or written form shall be to make reasonable
efforts to detect any such discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall be
responsible and bear the expense of its taking any action, including any
reprocessing, necessary to correct any discrepancy or error. To the extent such
action requires Declaration to act, the Fund shall give Declaration specific
Written Instruction as to the action required. The Fund will file with
Declaration a certified copy of each resolution of the Fund's Board of Directors
authorizing execution of Written Instructions or the transmittal of Oral
Instructions as provided above.

SECTION 4. INDEMNIFICATION.

(a) Declaration, its directors, officers, employees, shareholders, and
agents will be liable for any loss suffered by the Fund resulting from the
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of Declaration in the performance of its obligations and duties under this
Agreement.

(b) Any director, officer, employee, shareholder or agent of Declaration,
who may be or become an officer, director, employee or agent of the Fund, will
be deemed, when rendering services to the Fund, or acting on any business of the
Fund (other than services or business in connection with Declaration' duties
hereunder), to be rendering such services to or acting solely for the Fund and
not as a director, officer, employee, shareholder or agent of, or under the
control or direction of Declaration even though such person may be receiving
compensation from Declaration.

(c) The Fund agrees to indemnify and hold Declaration harmless, together
with its directors, officers, employees, shareholders and agents from and
against any and all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which Declaration may
sustain or incur or which may be asserted against Declaration by any person by
reason of, or as a result of:

(i) any action taken or omitted to be taken by Declaration except claims,
demands, expenses and liabilities arising from willful misfeasance, bad faith,
negligence or reckless disregard on the part of Declaration in the performance
of its obligations and duties under this Agreement; or

(ii) any action taken or omitted to be taken by Declaration in reliance
upon any Certificate, instrument, order or stock certificate or other document
reasonably believed by Declaration to be genuine and signed, countersigned or
executed by any duly authorized person, upon the Oral Instructions or Written
Instructions of an authorized person of the Fund, or upon the written opinion of
legal counsel for the Fund or Declaration; or

(iii) the offer or sale of shares of the Fund to any person, natural or
otherwise, which is in violation of any state or federal law.

If a claim is made against Declaration as to which Declaration may seek
indemnity under this Section, Declaration will notify the Fund promptly after
receipt of any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and will notify the Fund promptly of
any action commenced against Declaration within ten (10) days after Declaration
has been served with a summons or other legal process. Failure to notify the
Fund will not, however, relieve the Fund from any liability which it may have on
account of the indemnity under this Section so long as the Fund has not been
prejudiced in any material respect by such failure.

The Fund and Declaration will cooperate in the control of the defense of
any action, suit or proceeding in which Declaration is involved and for which
indemnity is being provided by the Fund to Declaration. The Fund may negotiate
the settlement of any action, suit or proceeding subject to Declaration's
approval, which will not be unreasonably withheld. Declaration reserves the
right, but not the obligation, to participate in the defense or settlement of a
claim, action or proceeding with its own counsel. Costs or expenses incurred by
Declaration in connection with, or as a result of such participation, will be
borne solely by the Fund if: (i) Declaration has received an opinion of counsel
from counsel to the Fund stating that the use of counsel to the Fund by
Declaration would present an impermissible conflict of interest; (ii) the
defendants in, or targets of, any such action or proceeding include both
Declaration and the Fund, and legal counsel to Declaration has reasonably
concluded that there are legal defenses available to it which are different from
or additional to those available to the Fund or which may be adverse to or
inconsistent with defenses available to the Fund (in which case the Fund will
not have the right to direct the defense of such action on behalf of
Declaration); or (iii) the Fund authorizes Declaration to employ separate
counsel at the expense of the Fund.

(d) The terms of this Section will survive the termination of this
Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

(a) Declaration represents and warrants that:

(i) it is a corporation duly organized and existing and in good
standing under the laws of Pennsylvania;

(ii) it is empowered under applicable laws and by its Certificate of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite corporate proceedings have been taken to authorize
Declaration to enter into and perform this Agreement;

(iv) it has and will continue to have access to the facilities,
personnel and equipment required to fully perform its duties and
obligations hereunder;

(v) no legal or administrative proceedings have been instituted or
threatened which would impair Declaration's ability to perform its
duties and obligations under this Agreement;

(vi) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of Declaration or any law or regulation applicable to it;

(vii) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act;

(viii) this Agreement has been duly authorized by Declaration and,
when executed and delivered, will constitute valid, legal and binding
obligation of Declaration, enforceable in accordance with its terms.

(b) The Fund represents and warrants that:

(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland;

(ii) it is empowered under applicable laws and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite proceedings have been taken to authorize the Fund
to enter into and perform this Agreement;

(iv) no legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its duties
and obligations under this Agreement;

(v) the Fund's entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligations of the Fund, or any law or regulation applicable to
either;

(vi) the Shares are properly registered or otherwise authorized for
issuance and sale;

(vii) this Agreement has been duly authorized by the Fund and, when
executed and delivered, will constitute valid, legal and binding
obligation of the Fund, enforceable in accordance with its terms.

(i) it is a corporation duly organized and existing and in good
standing under the laws of the State of California;

(ii) it is empowered under applicable laws and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;

(iii) all requisite proceedings have been taken to authorize the
Adviser to enter into and perform this Agreement;

(iv) no legal or administrative proceedings have been instituted or
threatened which would impair the Adviser's ability to perform its
duties and obligations under this Agreement;

(v) the Adviser's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligations of the Adviser, or any law or regulation applicable to
either;

(vi) this Agreement has been duly authorized by the Adviser and, when
executed and delivered, will constitute valid, legal and binding
obligation of the Adviser, enforceable in accordance with its terms.

(d) Delivery of Documents The Fund will furnish or cause to be furnished
to Declaration the following documents;

(i) current Prospectus and Statement of Additional Information;

(ii) most recent Annual Report;

(iii) most recent Semi-Annual Report for registered investment
companies on Form N-SAR;

(iv) certified copies of resolutions of the Fund's Board of Directors
authorizing the execution of Written Instructions or the transmittal
of Oral Instructions and those persons authorized to give those
Instructions.

(e) Record Keeping and Other Information

Declaration will create and maintain all records required of it pursuant to
its duties hereunder and as set forth in Schedule "A" in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the Act. All such records will be the property of the Fund and will be
available during regular business hours for inspection, copying and use by the
Fund. Where applicable, such records will be maintained by Declaration for the
periods and in the places required by Rule 31a-2 under the Act. Upon termination
of this Agreement, Declaration will deliver all such records to the Fund or such
person as the Fund may designate.

In case of any request or demand for the inspection of the Share records of
the Fund, Declaration shall notify the Fund and secure instructions as to
permitting or refusing such inspection. Declaration may, however, exhibit such
records to any person in any case where it is advised by its counsel that it may
be held liable for failure to do so.

SECTION 6. COMPENSATION. The Adviser agrees to pay Declaration compensation
for its services, and to reimburse it for expenses at the rates, times, manner
and amounts as set forth in Schedule "B" attached hereto and incorporated herein
by reference and as will be set forth in any amendments to such Schedule "B"
agreed upon in writing by the Parties. Upon receipt of an invoice therefor, the
Adviser agrees to pay such fees within ten (10) business days. In addition, the
Adviser agrees to reimburse Declaration for any out-of-pocket expenses paid by
Declaration on behalf of the Fund within ten (10) calendar days of the Fund's
receipt of an invoice therefor. In the event Adviser is unable to pay such
invoices for services or out- of- pocket expenses, for any reason, the Fund
agrees to pay Declaration the full amount(s) due within ten (10) additional
business days.

For the purpose of determining fees payable to Declaration, the value of
the Fund's net assets will be computed at the times and in the manner specified
in the Fund's Prospectus and Statement of Additional Information then in effect.

During the term of this Agreement, should the Fund seek services or
functions in addition to those outlined below or in Schedule "A" attached
hereto, a written amendment to this Agreement specifying the additional services
and corresponding compensation will be executed by the Parties.

In the event that Adviser is more than thirty (30) days delinquent in its
payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice by
Declaration. The Adviser must notify Declaration in writing of any contested
amounts within ten (10) days of receipt of a billing for such amounts. Disputed
amounts are not due and payable while they are being disputed.

SECTION 7. DAYS OF OPERATION. Nothing contained in this Agreement is
intended to or will require Declaration, in any capacity hereunder, to perform
any functions or duties on any holiday, day of special observance or any other
day on which the New York Stock Exchange ("NYSE") is closed. Functions or duties
normally scheduled to be performed on such days will be performed on and as of
the next succeeding business day on which the NYSE is open. Notwithstanding the
foregoing, Declaration will compute the net asset value of the Fund on each day
required pursuant to Rule 22c-1 promulgated under the Act.

SECTION 8. ACTS OF GOD, ETC. Declaration will not be liable or responsible
for delays or errors caused by acts of God or by reason of circumstances beyond
its control including, acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.

In the event of equipment failures beyond Declaration's control,
Declaration will, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but will have no liability with respect thereto.
The foregoing obligation will not extend to computer terminals located outside
of premises maintained by Declaration. Declaration has entered into and
maintains in effect agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.

SECTION 9. INSPECTION AND OWNERSHIP OF RECORDS. In the event of a request
or demand for the inspection of the records of the Fund, Declaration will use
its best efforts to notify the Fund and to secure instructions as to permitting
or refusing such inspection. Declaration may, however, make such records
available for inspection to any person in any case where it is advised in
writing by its counsel that it may be held liable for failure to do so after
notice to the Fund.

Declaration recognizes that the records it maintains for the Fund are the
property of the Fund and will be surrendered to the Fund upon written notice to
Declaration as outlined under Section 10(c) below. The Fund is responsible for
the payment in advance of any fees owed to Declaration. Declaration agrees to
maintain the records and all other information of the Fund in a confidential
manner and will not use such information for any purpose other than the
performance of Declaration' duties under this Agreement.

SECTION 10. DURATION AND TERMINATION.

(a) The initial term of this Agreement will be for the period of two (2)
years, commencing on the date hereinabove first written (the "Effective Date")
and will continue thereafter subject to termination by either Party as set forth
in subsection (c) below.

(b) The fee schedules set forth in Schedule "B" attached hereto will be
fixed for the initial term commencing on the Effective Date of this Agreement
and will continue thereafter subject to their review and any adjustment.

(c) After the initial term of this Agreement, a Party may give written
notice to the other (the day on which the notice is received by the Party
against which the notice is made shall be the "Notice Date") of a date on which
this Agreement shall be terminated ("Termination Date"). The Termination Date
shall be set on a day not less than ninety (90) days after the Notice Date. The
period of time between the Notice Date and the Termination Date is hereby
identified as the "Notice Period". Any time up to, but not later than fifteen
(15) days prior to the Termination Date, the Adviser or the Fund will pay to
Declaration such compensation as may be due as of the Termination Date and will
likewise reimburse Declaration for any out-of-pocket expenses and disbursements
reasonably incurred or expected to be incurred by Declaration up to and
including the Termination Date.

(d) In connection with the termination of this Agreement, if a successor to
any of Declaration' duties or responsibilities under this Agreement is
designated by the Fund by written notice to Declaration, Declaration will
promptly, on the Termination Date and upon receipt by Declaration of any
payments owed to it as set forth in Section 10(c) above, transfer to the
successor, at the Adviser's expense, all records which belong to the Fund and
will provide appropriate, reasonable and professional cooperation in
transferring such records to the named successor.

(e) Should the Fund desire to move any of the services outlined in this
Agreement to a successor service provider prior to the Termination Date,
Declaration shall make a good faith effort to facilitate the conversion on such
prior date, however, there can be no guarantee that Declaration will be able to
facilitate a conversion of services prior to the end of the Notice Period.
Should services be converted to a successor service provider prior to the end of
the Notice Period, or if the Fund is liquidated or its assets merged or
purchased or the like with another entity, payment of fees to Declaration shall
be accelerated to a date prior to the conversion or termination of services and
calculated as if the services had remained at Declaration until the expiration
of the Notice Period and shall be calculated at the asset levels on the Notice
Date.

(f) Notwithstanding any other provisions of Paragraph 10, in the event the
Fund deregisters as an Investment Company with the United States Securities and
Exchange Commission ("SEC"), this Agreement may be terminated by the Fund upon
ninety (90) days written notice to Declaration. The Termination Date shall be
ninety (90) days after the receipt of such notice by Declaration. Any time up
to, but not later than fifteen (15) days prior to the Termination Date, the
Adviser or the Fund will pay to Declaration such compensation as may be due as
of the Termination Date and will likewise reimburse Declaration for any out- of-
pocket expenses and disbursements reasonably incurred or expected to be incurred
by Declaration up to and including the Termination Date.

(g) Notwithstanding the foregoing, this Agreement may be terminated at any
time by either Party in the event of a material breach by the other Party
involving negligence, willful misfeasance, bad faith or a reckless disregard of
its obligations and duties under this Agreement provided that such breach shall
have remained unremedied for sixty (60) days or more after receipt of written
specification thereof.

SECTION 11. RIGHTS OF OWNERSHIP. All computer programs and procedures
developed to perform services required to be provided by Declaration under this
Agreement are the property of Declaration. All records and other data except
such computer programs and procedures are the exclusive property of the Fund and
all such other records and data will be furnished to the Fund in appropriate
form as soon as practicable after termination of this Agreement for any reason.

SECTION 12. AMENDMENTS TO DOCUMENTS. The Fund will furnish Declaration
written copies of any amendments to, or changes in, the Articles of
Incorporation, by-laws, Prospectus or Statement of Additional Information in a
reasonable time prior to such amendments or changes becoming effective. In
addition, the Fund agrees that no amendments will be made to the Prospectus or
Statement of Additional Information of the Fund which might have the effect of
changing the procedures employed by Declaration in providing the services agreed
to hereunder or which amendment might affect the duties of Declaration hereunder
unless the Fund first obtains Declaration' approval of such amendments or
changes.

SECTION 13. CONFIDENTIALITY. Both Parties hereto agree that any non-public
information obtained hereunder concerning the other Party is confidential and
may not be disclosed to any other person without the consent of the other Party,
except as may be required by applicable law or at the request of the U.S.
Securities and Exchange Commission or other governmental agency. Declaration
agrees that it will not use any non-public information for any purpose other
than performance of its duties or obligations hereunder. The obligations of the
Parties under this Section will survive the termination of this Agreement. The
Parties further agree that a breach of this Section would irreparably damage the
other Party and accordingly agree that each of them is entitled, without bond or
other security, to an injunction or injunctions to prevent breaches of this
provision.

SECTION 14. NOTICES. Except as otherwise provided in this Agreement, any
notice or other communication required by or permitted to be given in connection
with this Agreement will be in writing and will be delivered in person or sent
by first class mail, postage prepaid or by prepaid overnight delivery service to
the respective parties as follows:

If to the Fund: If to Declaration:
Declaration Fund Declaration Service Company
555 North Lane, Suite 6160 555 North Lane, Suite 6160
Conshohocken, PA 19428 Conshohocken, PA 19428

Attention: Terence P. Smith Attention: Gregory Sanginitti
President President

If to the Adviser:
Declaration Investment Advisers, Inc.
555 North Lane, Suite 6160
Conshohocken, PA 19428
Attention: Terence P. Smith
Chief Executive Officer

SECTION 15. AMENDMENT. No provision of this Agreement may be amended or
modified in any manner except by a written agreement properly authorized and
executed by the Parties. This Agreement may be amended from time to time by
supplemental agreement executed by the Parties and the compensation stated in
Schedule "B" attached hereto may be adjusted accordingly as mutually agreed
upon.

SECTION 16. AUTHORIZATION. The Parties represent and warrant to each other
that the execution and delivery of this Agreement by the undersigned officer of
each Party has been duly and validly authorized; and when duly executed, this
Agreement will constitute a valid and legally binding enforceable obligation of
each Party.

SECTION 17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed will be deemed to be an original,
but such counterparts will together constitute but one and the same instrument.

SECTION 18. ASSIGNMENT. This Agreement will extend to and be binding upon
the Parties hereto and their respective successors and assigns; provided,
however, that this Agreement will not be assignable by any of the parties
without the written consent of the other parties, which consents shall be
authorized or approved by a resolution by its respective Boards of Directors.

SECTION 19. GOVERNING LAW. This Agreement will be governed by the laws of
the State of Pennsylvania.

SECTION 20. SEVERABILITY. If any part, term or provision of this Agreement
is held by any court to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions will be considered severable and not
be affected and the rights and obligations of the parties will be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid, provided that the basic agreement is
not thereby materially impaired.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of twenty (13) typewritten pages, together with Schedules "A," "B"
and "C" (Pages 14-21, attached), to be signed by their duly authorized officers
as of the day and year first above written.

DECLARATION FUND DECLARATION SERVICE COMPANY

- --------------------------- ------------------------
By: Stephen Tily By: Terence P. Smith
Chairman Chief Executive Officer

DECLARATION INVESTMENT ADVISERS, INC.

- ---------------------------
By: Terence P. Smith
Chief Executive Officer

<PAGE>

SCHEDULE A

ACCOUNTING SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

o Journalize each Portfolio's investment, capital share and income and
expense activities.

o Verify investment buy/sell trade tickets when received from the adviser and
transmit trades to the Fund's custodian for proper settlement.

o Maintain individual ledgers for investment securities.

o Maintain historical tax lots for each security.

o Reconcile cash and investment balances of each Portfolio with the
custodian, and provide the adviser with the beginning cash balance
available for investment purposes.

o Update the cash availability throughout the day as required by the adviser.

o Post to and prepare each Portfolio's Statement of Assets and Liabilities
and Statement of Operations.

o Calculate expenses payable pursuant to the Fund's various contractual
obligations.

o Control all disbursements from the Fund on behalf of each Portfolio and
authorize such disbursements upon instructions of the Fund.

o Calculate capital gains and losses.

o Determine each Portfolio's net income.

o At the Portfolio's expense, obtain security market prices or if such market
prices are not readily available, then obtain such prices from services
approved by the adviser, and in either case calculate the market or fair
value of each Portfolio's investments.

o Where applicable, calculate the amortized cost value of debt instruments.

o Transmit or mail a copy of the portfolio valuations to the adviser.

o Compute the net asset value of each Portfolio.

o Report applicable net asset value and performance data to performance
tracking organizations.

o Compute each Portfolio's yields, total returns, expense ratios and
portfolio turnover rate.

o Prepare and monitor the expense accruals and notify Fund management of any
proposed adjustments.

o Prepare monthly financial statements, which will include, without
limitation, the Schedule of Investments, the Statement of Assets and
Liabilities, the Statement of Operations, the Statement of Changes in Net
Assets, the Cash Statement, and the Schedule of Capital Gains and Losses.

o Prepare monthly security transactions listings.

o Prepare monthly broker security transactions summaries.

o Supply various Fund and Portfolio statistical data as requested on an
ongoing basis.

o Assist in the preparation of support schedules necessary for completion of
Federal and state tax returns.

o Assist in the preparation and filing of the Fund's annual and semiannual
reports with the SEC on Form N-SAR.

o Assist in the preparation and filing of the Fund's annual and semiannual
reports to shareholders and proxy statements.

o Assist with the preparation of amendments to the Fund's Registration
Statements on From N-1A and other filings relating to the registration of
shares.

o Monitor each Portfolio's status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended from time to
time ("Code").

o Determine the amount of dividends and other distributions payable to
shareholders as necessary to, among other things, maintain the
qualification as a regulated investment company of each Portfolio of the
Fund under the Code.

o Provide other accounting services as may be agreed upon from time to time
in writing by the Fund and Declaration.

ADMINISTRATIVE SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

o Provide overall day-to-day Fund administrative management, including
coordination of investment adviser, custodian, transfer agency,
distribution and pricing and accounting services.

o Preparation and filing of all Federal and State reports including:

o Fund's post-effective amendments under the Securities Act of 1933 and
the Investment Company Act of 1940.

o Form N-SAR - Semi-Annual report for Registered Investment Companies.

o The Fund's Annual and Semi-Annual Report.

o Rule 24f-2 Notice - filing regarding sale(s) of securities.

o Rule 17g-1 filing with the SEC regarding Fidelity Bond coverage.

o Ongoing monitoring and filing of State Blue Sky registrations.

o Prepare and file such reports, applications and documents as may be
necessary or desirable to register the Fund's shares with the Federal and
state securities authorities, and monitor the sale of Fund shares for
compliance with Federal and state securities laws.

o Prepare and file reports to shareholders, including the annual report to
shareholders, and coordinate mailing Prospectuses, notices, proxy
statements, proxies and other reports to shareholders.

o Assist with layout and printing of shareholder communications, including
Prospectuses and reports to shareholders.

o Administer contracts on behalf of the Fund with, among others, the Fund's
investment adviser, custodian, transfer agent/shareholder servicing agent,
distributor, and accounting services agent.

o Prepare and maintain materials for directors/management meetings including,
agendas, minutes, attendance records and minute books.

o Coordinate shareholder meetings, including assisting Fund counsel in
preparation of proxy materials, preparation of minutes and tabulation of
results.

o Monitor and pay Fund bills, maintain Fund budget and report budget expenses
and variances to Fund management.

o Monitor the Fund's compliance with the investment restrictions and
limitations imposed by the 1940 Act and state Blue Sky laws and applicable
regulations thereunder, the fundamental and non-fundamental investment
policies and limitations set forth in the Fund's Prospectuses and Statement
of Additional Information, and the investment restrictions and limitations
necessary for each Portfolio of the Fund to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended, or any successor statute.

o Prepare and distribute to appropriate parties notices announcing the
declaration of dividends and other distributions to shareholders.

o Provide administrative services as may be agreed from time to time in
writing by Declaration.

Blue Sky Administration

o Produce and mail the following required filings:

o Initial Filings - produce all required forms and follow-up on any
comments, including notification of SEC effectiveness.

o Renewals - produce all renewal documents and mail to states, includes
follow-up to ensure all is in order to continue selling in states.

o Sales Reports - produce all the relevant sales reports for the states
and complete necessary documents to properly file sales reports with
states.

o Annual Report Filings - file copies of all annual reports with states.

o Prospectus Filings - file all copies of Definitive SAI & Prospectuses
with the states.

o Post-Effective Amendment Filing - file all Post-Effective Amendments
with the states, as well as, any other required documents.

o On demand additional states - complete filing for any states that you
would like to add.

o Amendments to current permits - file in a timely manner any amendment
to registered share amounts.

o Update and file hard copy of all data pertaining to individual
permits.

TRANSFER AGENT, SHAREHOLDER SERVICING AGENT AND DIVIDEND DISBURSING AGENT
SERVICES PROVIDED BY DECLARATION SERVICE COMPANY

o Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions automatic
withdrawals, and wire order trades.

o Reinvest or pay dividends and make other distributions.

o Answer investor and dealer telephone and/or written inquiries, except as
otherwise agreed by the Transfer Agent and the Fund.

o Process and confirm address changes.

o Process standard account record changes as required, i.e. Dividend Codes,
etc.

o Microfilm and/or store source documents for transactions, such as account
applications and correspondence.

o Perform backup withholding for those accounts in accordance with Federal
regulations.

o Solicit missing taxpayer identification numbers.

o Provide remote access inquiry to Fund records via Fund supplied hardware
(fund responsible for connection line and monthly fee).

o Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:

o Name and address, including zip code.

o Balance of Shares.

o Number of Shares, issuance date of each share outstanding and
cancellation date of each share no longer outstanding, if issued.

o Balance of dollars available for redemption.

o Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash).

o Type of account code.

o Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available.

o Original establishment date for accounts opened by exchange.

o W-9 withholding status and periodic reporting.

o State of residence code.

o Social security or taxpayer identification number, and indication of
certification.

o Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time to time.

o Indication as to whether phone transaction can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.

o Provide the following reports and statements:

o Prepare daily journals for Fund reflecting all shares and dollar
activity for the previous day.

o Supply information monthly for Fund's preparation of Blue Sky
reporting.

o Supply monthly purchase, redemption and liquidation information for
use in Fund's N-SAR report.

o Provide monthly average daily balance reports for the Fund.

o Prepare and mail copies of summary statements to dealers and
investment advisers.

o Mail transaction confirmation statements daily to investors.

o Address and mail four periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably
specified by the Transfer Agent).

o Mail periodic statement to investors.

o Compute, prepare and furnish all necessary reports to governmental
authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S.

o Enclose various marketing material as designated by the Fund in
statement mailings, i.e. monthly and quarterly statements (material
must be adaptable to mechanical equipment as reasonably specified by
the Transfer Agent).

o Prepare and mail confirmation statements to dealers daily.

o Prepare certified list of stockholders for proxy mailing.

<PAGE>

SCHEDULE B

Compensation Schedule for Services Provided by Declaration Service Company

PER PORTFOLIO

0.20% on first $25 million of average annual assets
0.15% on next $25 million of average annual assets
0.10% on next $50 million of average annual assets
0.075% in excess of $100 million of average annual assets

Transfer Agent/ Shareholder Services:

$ 7.50 per Shareholder Account

Minimum annual fees:

Year one (1) $ 56,000
Year two (2) $ 67,000
Year three (3) $ 78,000
Thereafter $ 89,000

Plus out-of-pocket expenses to include, but not limited to: wire fees, Fund/SERV
and Networking fees, bank service charges, printing, copying, postage, courier,
account statement/ confirmation (including programming costs for specialized
statements/ confirmations), portfolio price quotation service, asset allocation
charges, travel, telephone, registration fees, and other standard miscellaneous
items.

ADDITIONAL CLASSES OF SHARES PER PORTFOLIO

Each category of fee ( including annual minimums) increases by 50% for the
second class of shares per portfolio, and by 25% for each additional class of
shares per portfolio.

<PAGE>

SCHEDULE C

DECLARATION FUND

Portfolios covered by this Agreement:

Declaration Money Market Fund

EXHIBIT 23(I)

THE LAW OFFICES OF DAVID D. JONES, P.C.
518 Kimberton, # 134
Phoenixville, PA 19460
(610) 718-5381 (phone)
(610) 718-5391 (facsimile)
[email protected] (e-mail)

Declaration Fund February 23, 1999
555 North Lane, Suite 6160
Conshohocken, PA 19428

Dear Sirs:

As counsel to The Declaration Fund (the "Trust"), an unincorporated business
trust organized under the laws of the State of Pennsylvania, I have been asked
to render my opinion with respect to the issuance of an indefinite number of
shares of beneficial interest of the Trust (the "Shares") representing
proportionate interests in The Declaration Money Market Fund (the "Fund"). The
Shares of the Fund are a series of the Trust consisting of a single class of
shares, all as more fully described in the Prospectus and Statement of
Additional Information contained in the Registration Statement on Form N-1A, to
which this opinion is an exhibit, to be filed with the Securities and Exchange
Commission.

I have examined the Company's Declaration of Trust, by-laws, the Prospectus and
Statement of Additional Information contained in the Registration Statement, and
such other documents, records and certificates as deemed necessary for the
purposes of this opinion.

Based on the foregoing, I am of the opinion that the Shares, when issued,
delivered and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, will be legally issued, fully paid, and
non-assessable by the Trust. I also give my consent for the Trust to included
this opinion as an Exhibit to the Trust's Registration Statement on Form N-1A.

Very Truly Yours,

David D. Jones
Attorney & Counselor at Law

EXHIBIT 23(M)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1

WHEREAS, Declaration Fund, an unincorporated business trust organized and
existing under the laws of the State of Pennsylvania (the "Trust"),engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the"1940 Act"); and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and

WHEREAS, the Trust offers a series of such Shares representing interests in the
DECLARATION MONEY MARKET FUND (the "Fund") of the Trust;

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and

NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:

1. Distribution and Servicing Activities. Subject to the supervision of the
Trustees of the Trust, the Trust may, directly or indirectly, engage in any
activities primarily intended to result in the sale of Investor Shares of
the Fund, which activities may include, but are not limited to, the
following: (a)payments to the Trust's Distributor and to securities dealers
and others in respect of the sale of Investor Shares of the Fund; (b)
payment of compensation to and expenses of personnel (including personnel
of organizations with which the Trust has entered into agreements related
to this Plan) who engage in or support distribution of Investor Shares of
the Fund or who render shareholder support services not otherwise provided
by the Trust's transfer agent, administrator, or custodian, including but
not limited to, answering inquiries regarding the Trust, processing
shareholder transactions, providing personal services and/or the
maintenance of shareholder accounts, providing other shareholder liaison
services, responding to shareholder inquiries, providing information on
shareholder investments in the Fund, and providing such other shareholder
services as the Trust may reasonably request; (c) formulation and
implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; (d) preparation, printing and
distribution of sales literature; (e) preparation, printing and
distribution of prospectuses and statements of additional information and
reports of the Trust for recipients other than existing shareholders of the
Trust; and (f) obtaining such information, analyses and reports with
respect to marketing and promotional activities as the Trust may, from time
to time, deem advisable. The Trust is authorized to engage in the
activities listed above, and in any other activities primarily intended to
result in the sale of Shares of the Fund, either directly or through other
persons with which the Trust has entered into agreements related to this
Plan.

2. Maximum Expenditures. The expenditures to be made by the Trust pursuant to
this Plan and the basis upon which payment of such expenditures will be
made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 0.25% per
annum of the average daily net asset value of the Investor Shares of the
Fund for each year or portion thereof included in the period for which the
computation is being made, elapsed since the inception of this Plan to the
date of such expenditures. Notwithstanding the foregoing, in no event may
such expenditures paid by the Trust as service fees exceed an amount
calculated at the rate of0.25% of the average annual net assets of the
Investor Shares of the Fund, nor may such expenditures paid as service fees
to any person who sells Investor Shares of the Fund exceed an amount
calculated at the rate of 0.25% of the average annual net asset value of
such shares. Such payments for distribution and shareholder servicing
activities may be made directly by the Trust or to other persons with which
the Trust has entered into agreements related to this Plan.

3. Term and Termination. (a) This Plan shall become effective as of the19th
day of October, 1998. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as
each such continuance is specifically approved by votes of a majority of
both (i) the Trustees of the Trust and (ii) the Non-Interested Trustees,
cast at a meeting called for the purpose of voting on such approval. (b)
This Plan may be terminated at any time with respect to the Fund bya vote
of a majority of the Non-Interested Trustees or by a vote of a majority of
the outstanding voting securities of the Investor Class of the Fund as
defined in the 1940 Act.

4. Amendments. This Plan may not be amended to increase materially the maximum
expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of
the Investor Class of the Fund as defined in the 1940 Act with respect to
which a material increase in the amount of expenditures is proposed, and no
material amendment to this Plan shall be made unless approved in the manner
provided for annual renewal of this Plan in Section 3(a) hereof.

5. Selection and Nomination of Trustees. While this Plan is n effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees. 6.
Quarterly Reports. The Treasurer of the Trust shall provide to the Trustees
of the Trust and the Trustees shall review quarterly a written report of
the amounts expended pursuant to this Plan and any related agreement and
the purposes for which such expenditures were made. 7. Record keeping. The
Trust shall preserve copies of this Plan and any related agreement and all
reports made pursuant to Section 6 hereof, for a period of not less than
six years from the date of this Plan. Any such related agreement or such
reports for the first two years will be maintained in an easily accessible
place. 8. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of
the Trust personally, but shall bind only the assets and property of the
Trust. The term "Quaker Investment Trust" means and refers to the Trustees
from time to time serving under the Agreement and Declaration of Trust of
the Trust, a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts. The execution of this Plan has been
authorized by the Trustees, and this Plan has been signed on behalf of the
Trust by an authorized officer of the Trust, acting as such and not
individually, and neither such authorization by such Trustees nor such
execution by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.

IN WITNESS THEREOF, the parties hereto have caused this Plan to be executed as
of the date written above.

DECLARATION FUND

Attest: By__________________________________

DECLARATION MONEY MARKET FUND

Attest: By__________________________________