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. [34]

and

REGISTRATION STATEMENT UNDER

THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [34]

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)

214-953-0066
(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.

<PAGE>

THE VANDERPAL PROTECTED INCOME AND GROWTH FUND

CROSS-REFERENCE SHEET
(As required by Rule 495)

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

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OR STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------
PART A - INFORMATION REQUIRED IN PROSPECTUS
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<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, Primary Investments of the Fund;
Risks Risk Factors

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; Federal Taxes; General
Information

8. Distribution Arrangements Redeeming Shares; Plan of Distribution;

9. Financial Highlights Information Not Applicable

PART B. STATEMENT OF ADDITIONAL INFORMATION
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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
Practices Portfolio Transactions

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

PART A

PROSPECTUS
March 5, 1999

THE VANDERPAL PROTECTED INCOME AND GROWTH FUND
(THE "FUND")
A No-Load Series of the Declaration Fund
555 North Lane, Suite 6160
Conshohocken, PA 19428

The Fund's investment objective is current income. Growth of capital is a
secondary investment objective. The Fund attempts to achieve its investment
objectives by normally investing 50% of its net assets in short-term,
fixed-income securities and the remaining 50% of its net assets in securities
relating to or deriving their performance characteristics from the S&P 500
Common Stock Index.

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

Summary of the Fund
Fees And Expenses.
Investment Objectives And Policies
Primary Investments of the Fund

Risk Factors.
Tax Considerations.
Purchasing Shares.
Redeeming Shares.
Investment Adviser.
Management of the Fund.
Plan of Distribution
General Information.

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RISK/RETURN SUMMARY

The Fund is a diversified mutual fund whose primary investment objective is
current income. Capital growth is a secondary investment objective. The Fund
seeks to achieve its objectives by normally investing 50% of its net assets in
short-term, fixed income securities and the remaining 50% in securities relating
to or deriving their performance characteristics from the S&P 500 Common Stock
Index* (the "S&P 500"). There can be no assurance that the Fund's investment
objective will be achieved.

The Fund will invest according to a proprietary investment model created by
Innovative Financial Partners, Inc., the Adviser to the Fund. According to the
investment model, a normal investment mix of 50% short-term, fixed income
securities and 50% in Securities relating to or deriving performance from the
S&P 500 tend to outperform other funds whose investment objective is solely
current income. At the same time, the Fund's investment philosophy is also
designed to offer greater protection for investors than would a fund which
concentrates in riskier securities.

Principal Risks
- ---------------
The principal risks to the Fund are interest rate movements and stock price
volatility. The Fund will normally invest approximately 50% of its net assets in
securities reflecting the price movements of the S&P 500. The companies
comprising the S&P 500 are common stocks. Common stock is issued by companies to
raise cash for business purposes and represents a proportionate equity interest
in the issuing companies. Therefore, the Fund participates in the success or
failure of any company in which it holds common stock. The market value of
common stock can fluctuate significantly, reflecting the business performance of
the issuing company, investor perception, and general economic or financial
market movements. Smaller companies are especially sensitive to these factors.
However, common stocks historically have offered the greatest potential for gain
on investment, compared to other classes of financial assets. Accordingly, you
will be indirectly subject to the same risk as if you had purchased the common
stock of those companies.

The Fund will also normally invest up to 50% of its net assets in short term
debt instruments. When interest rates rise, the prices of these securities
falls. The degree of price volatility increases with an increase in the average
maturity of the Fund's portfolio holdings. There is also risk associated with
the creditworthiness of the issuer. The Fund will minimize price risk by
investing only in securities with a remaining maturity of less than one year.
Credit risk will be minimized by investing only in investment grade securities.
See the Section of this Prospectus entitled Investment Objectives and Polices
for more information.

The Fund may invest up to 50% of its net assets in other mutual fund shares.
Therefore, you will bear the same risks of investment in those funds as
investors who have invested directly in those funds. As a shareholder of another
registered investment company, the Fund will bear its pro rata portion of that
company's advisory fees and other expenses. Such fees and expenses will be borne
indirectly by you.

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)

Redemption Fees 1.00%*
(as a percentage of amount redeemed)

ANNUAL FUND OPERATING EXPENSES:
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

Management . 0.99%
12b-1 Fees**. 0.25%
Other Fees (estimated) 0.01%
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Total Annual Fund Operating Expenses. 1.25%

*You will be charged a redemption fee equal to 1.00% of the NAV if you redeem
your shares less than twelve months after you buy them. If this fee is imposed,
it would raise the expenses of your shares. This fee is imposed only to
discourage short-term trading of Fund shares. Such fees, when imposed, are
credited directly to the assets of the Fund to help defray the expense to the
Fund of such short-term trading activities. These fees are never used to pay for
distribution or sales fees.

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

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. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:

One Year Three Years

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$127 $397

The example does not include a redemption fee of 1.00%, which is imposed on
shares redeemed less than one year from purchase. Also, this is a new Fund
without an operating histroy, so "Other Expenses" are estimates.

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 1.25% 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 is a diversified mutual fund whose primary investment objective is
current income. Capital growth is a secondary investment objective. The Fund
seeks to achieve its objective by normally investing 50% of its net assets in
short-term, fixed income securities and the remaining 50% in securities relating
to or deriving their performance characteristics from the S&P 500. There can be
no assurance that the Fund's investment objective will be achieved.

The Fund's investments will be rebalanced monthly, at the beginning of the
month, to maintain the 50% / 50% investment mix. The Fund's investment strategy
of investing 50% in short-term fixed income securities and 50% in S&P 500
Securities is designed to create a better total return than most fixed income
funds and investments, while providing for the possibility of capital growth. Of
course, there is no assurance that the Fund will achieve its investment
objectives, since there is risk involved in any investment.

The Fund may also hold a portion of its assets in cash to maintain liquidity.

The Fund will attempt to take prompt advantage of changes in market conditions.
This means that the Fund will purchase and sell securities whenever the Adviser
believes such actions will help the Fund achieve its investment objective. 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 your tax status. Please see the 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.

PRIMARY INVESTMENTS OF THE FUND

FIXED INCOME SECURITIES

DEBT SECURITIES. The Fund will normally invest 50% of its net assets in the
following securities:

(1) Short-term corporate and municipal notes,

(2) FDIC-insured Certificates of Deposit with United States Banks ("CD's"),
(3) U.S. Government Treasury Bills and U.S. Government Treasury Notes.

The Fund only invests in securities that have a maturity date of less than one
year, and under normal circumstances, less than 270 days. The Fund only invests
in corporate and municipal securities rated A or higher by Standard & Poors
Rating Service or the equivalent rating by another nationally recognized rating
organization. In selecting CD's for the Fund, the Adviser only invests in CD's
of United States Banks which are insured by the Federal Deposit Insurance
Corporation ("FDIC"). 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, credit risk
is minimal; shareholders are generally exposed only to interest rate risk.

S&P 500 SECURITIES

The Fund will normally invest 50% of its assets in the following securities:

REGISTERED INVESTMENT COMPANIES. The Fund may invest in securities issued by
other registered investment companies that invest in securities relating to the
S&P 500. Such securities include mutual funds that track the S&P 500 and SPIDRS,
an exchange-traded registered investment company security that invests in the
companies included in the S&P 500. The major differences between SPIDRS and
other mutual fund shares are that, unlike regular mutual fund shares, SPIDR
shares may be traded on an intra day basis on the American Stock Exchange at
their then-current Net Asset Value ("NAV"), which is fluid and is set at each
trade as the day progresses. Also, SPIDRS may be created and redeemed only in
very large blocks, but may trade in the secondary market on the exchange in lots
of almost any size. As a shareholder of another registered investment company,
the Fund would bear its pro rata portion of that company's advisory fees and
other expenses. Such fees and expenses will be borne indirectly by the Fund's
shareholders. The Fund may invest in such instruments to the extent that such
investments do not exceed 50% of the Fund's net assets and/or 3% of any
investment company's outstanding securities.

COMMON STOCKS. The Fund may invest in the common stock of companies included in
the S&P 500. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate equity interest in the issuing
companies. Therefore, the Fund participates in the success or failure of any
company in which it holds common stock. The market value of common stock can
fluctuate significantly, reflecting the business performance of the issuing
company, investor perceptions and general economic or financial market
movements. Smaller companies are especially sensitive to these factors. Despite
the risk of price volatility, however, common stocks historically have offered
the greatest potential for gain on investment, compared to other classes of
financial assets.

OTHER SECURITIES

The Fund may invest in the following securities to maintain liquidity and for
temporary defensive purposes. Note that if the Fund invests in these securities,
it may not be following its investment objectives:

REGISTERED INVESTMENT COMPANIES. In addition to the Registered Investment
Securities described above, the Fund may invest in securities issued by other
registered investment companies that invest in short-term debt securities (money
market funds) for liquidity or temporary and defensive purposes. As a
shareholder of another registered investment company, the Fund would bear its
pro rata portion of that company's advisory fees and other expenses. Such fees
and expenses will be borne indirectly by the Fund's shareholders. In the event
the Adviser deems it necessary to take a defensive position in the marketplace,
the Fund may not own more than 3% of any one investment company's outstanding
securities.

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 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 hold up to 100% of its assets in cash to meet
liquidity needs or for temporary defensive purposes.

OPTIONS. The Fund may write (i.e. sell) covered call options, and may purchase
put and call options, on equity securities traded on a United States exchange or
properly regulated over-the-counter market. The Fund may also enter into such
transactions on Indexes. The Fund may use options to increase or decrease its
exposure to the effects of changes in security prices, to hedge securities held,
to maintain cash reserves while remaining fully invested, to facilitate trading,
to reduce transaction costs, or to seek higher investment returns when an
options contract is priced more attractively than the underlying security or
index. The Fund may enter into these transactions so long as the value of the
underlying securities on which options contracts may be written at any one time
does not exceed 100% of the net assets of the Fund, and so long as the initial
margin required to enter into such contracts does not exceed ten percent (10%)
of the Fund's total net assets. When writing covered call options, to minimize
the risks of entering into these transactions, the Fund will maintain a
segregated account with its custodian consisting of the underlying securities
upon which the option was written, cash, U.S. Government Securities or other
high-grade liquid debt securities in an amount equal to the aggregate fair
market value of the options.

Risk Factors. The primary risks associated with the use of options are; (1)
imperfect correlation between a change in the value of the underlying security
or index and a change in the price of the option or futures contract, and (2)
the possible lack of a liquid secondary market for an options or futures
contract and the resulting inability of the Fund to close out the position prior
to the maturity date. Investing only in those contracts whose price fluctuations
are expected to resemble those of the Fund's underlying securities will minimize
the risk of imperfect correlation. Entering into such transactions only on
national exchanges and over-the-counter markets with an active and liquid
secondary market will minimize the risk that the Fund will be unable to close
out a position.

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, U.S. Government Securities or
other high-grade liquid debt securities, denominated in U.S. dollars or non-U.S.
currencies, in an amount equal to the aggregate fair market value of its
commitments to such transactions.

A complete listing of the Fund's investment policies and investment restrictions
is contained in the SAI in the Section entitled, "Investment Policies and
Restrictions".

RISK FACTORS

You may lose money by investing in the Fund. The likelihood of loss is greater
if you invest for a shorter period of time. Your investment in the Fund is not a
deposit or obligation of, or insured or guaranteed by, any entity or person,
including the U.S. Government and the Federal Deposit Insurance Corporation. The
Fund may be appropriate for long-term investors who understand the potential
risks and rewards of investing in common stocks. The value of the Fund's
investments will vary from day-to-day, reflecting changes in market conditions,
interest rates and other company, political, and economic news. Over the
short-term, stock prices can fluctuate dramatically in response to these
factors. However, over longer time periods, stocks, although more volatile, have
historically shown greater growth potential than other investments. Lastly, the
Fund has no operating history, and this may pose additional risks. There is no
assurance that the Fund can achieve its investment objective, since all
investments are inherently subject to market risk.

TAX CONSIDERATIONS

The Fund intends to qualify each year as a regulated investment company under
the rules and regulations of the Internal Revenue Service (IRS). 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. The Fund intends to pay out any dividends and/or 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

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 VANDERPAL PROTECTED INCOME AND GROWTH 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 also be subject to a
redemption fee of 1.00% of total assets in such a circumstance.

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 (See, "Determination of Net Asset Value." in the
SAI). 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 generally determines the total value
of its shares by using market prices for the securities comprising its
portfolio. 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
Adviser, subject to the review and supervision of the board of directors. 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 (See the Sections
entitled "Determination of Net Asset Value" and "Purchasing and Redeeming
Shares" in the SAI). Redemption requests must be in writing and delivered to the
Fund at THE VANDERPAL PROTECTED INCOME AND GROWTH FUND, C/O DECLARATION
DISTRIBUTORS, INC., 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" as defined by the rules under the Securities Exchange Act of
1934. 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 accepted by the Fund (See the
Sections entitled, "Purchasing and Redeeming Shares" and "Determination of Net
Asset Value" in the SAI). When you redeem your shares, they may be worth more or
less than you paid for them, depending upon the value of the Fund's portfolio
securities at the time of redemption.

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 (including the
VanderPal Protected Income and Growth Fund) 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 three series: Declaration Cash
Account, The Michigan Heritage Fund, and The VanderPal Protected Income and
Growth 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

Innovative Financial Partners, Inc., (the "Adviser") an investment advisory
company founded in 1998, is the investment advisor to the Fund. The Adviser is
headquartered at 9225 West Charleston Blvd, # 2065, Las Vegas, NV 89117. Mr.
Geoffrey A. VanderPal is a 99% shareholder of the Adviser and is the portfolio
manager for the Fund. Mr. VanderPal has been managing investment portfolios for
individuals, corporations, trusts and retirement accounts since 1994. Mr.
VanderPal has earned a B.S. degree and an M.B.A., and has earned his Series 7
and Series 63 Securities licenses. Mr. VanderPal has also earned his Certified
Fund Specialist designation. You should be aware that, although Mr. VanderPal
has extensive experience in managing investment portfolios for individuals,
corporations, trusts and retirement accounts, he has no prior experience in
managing a portfolio for an investment company, and this may result in
additional risks for the Fund.

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.

OPERATING SERVICES AGREEMENT. Under the terms of the Operating 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 0.74% 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.

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.
The Fund may also, from time to time, compare its performance to the Standard &
Poors Composite Index of 500 Stocks ("S&P 500"), a widely recognized, unmanaged
index of common stock prices.

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.

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)
The 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 5, Conshohocken, PA 19428
1999, has been filed with the SEC
and is incorporated by reference BY PHONE: 1-800-___-____
into (is legally a part of) this
prospectus. ON THE INTERNET:
www.______________.com
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 VanderPal Protected Income and Growth Fund
c/o Declaration Service Company

555 North Lane, Suite 6160
Conshohocken, PA 19428

1-800-___-____

Investment Company Act No.
888-03176

<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 VanderPal Protected Income and Growth
Fund, dated March 5, 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-___-____..

TABLE OF CONTENTS

Investment Policies and Restrictions Custodian
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

INVESTMENT POLICIES AND RESTRICTIONS

The Fund's investment objective and the manner in which the Fund pursues its
investment objective is generally discussed in the prospectus under the captions
"Summary of the Fund", "Investment Objectives and Policies", "Primary Fund
Investments" and "Risk Factors".

The Fund is a diversified Fund, meaning that as to 75% of the Fund's assets
(valued at the time of investment), the Fund will not invest more than 5% of its
assets in securities of any one issuer, except in obligations of the United
States Government and its agencies and instrumentalities, thereby reducing the
risk of loss. The complete list of securities in which the Fund may ordinarily
invest is listed below, along with any restrictions on such investments, and,
where necessary, a brief discussion of any risks unique to the particular
security.

FIXED INCOME SECURITIES

DEBT SECURITIES. The Fund will normally invest 50% of its net assets in the
following securities:

(4) Short-term corporate notes,

(5) FDIC-insured Certificates of Deposit with United States Banks ("CD's"),

(6) U.S. Government Treasury Bills and U.S. Government Treasury Notes.

The Fund only invests in securities that have a maturity date of less than one
year, and under normal circumstances, less than 270 days. The Fund only invests
in corporate securities rated A or higher by Standard & Poors Rating Service. In
selecting CD's for the Fund, the Adviser only invests in CD's of United States
Banks which are insured by the Federal Deposit Insurance Corporation ("FDIC").
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, credit risk is minimal;
shareholders are generally exposed only to interest rate risk.

S&P 500 SECURITIES

The Fund will normally invest 50% of its assets in the following securities:

OTHER SECURITIES

The Fund may invest in the following securities to maintain liquidity and for
temporary and defensive purposes:

REGISTERED INVESTMENT COMPANIES. In addition to the Registered Investment
Securities described above, the Fund may invest in securities issued by other
registered investment companies that invest in short-term debt securities (money
market funds) for liquidity or temporary and defensive purposes. As a
shareholder of another registered investment company, the Fund would bear its
pro rata portion of that company's advisory fees and other expenses. Such fees
and expenses will be borne indirectly by the Fund's shareholders. In the event
the Adviser deems it necessary to take a defensive position in the marketplace,
the Fund may invest in such instruments up to 50% of the Fund's net assets, but
not in excess of 3% of any one investment company's outstanding securities.

CASH RESERVES. The Fund may hold a portion of its assets in cash to meet
liquidity needs or for temporary defensive purposes.

PORTFOLIO TURNOVER. The Fund has no operating history and therefore has no
reportable portfolio turnover. Higher portfolio turnover rates may result in
higher rates of net realized capital gains to the Fund, thus the portion of the
Fund's distributions constituting taxable gains may increase. In addition,
higher portfolio turnover activity can result in higher brokerage costs to the
Fund. The Fund anticipates that its annual portfolio turnover will be not
greater than 50%.

The complete list of the Fund's investment restrictions is as follows:

The Fund will not:

1. To the extent of 75% of its assets (valued at time of investment), invest
more than 5% of its assets in securities of any one issuer, except in
obligations of the United States Government and its agencies and
instrumentalities;

2. Acquire securities of any one issuer that at the time of investment (a)
represent more than 10% of the voting securities of the issuer or (b) have
a value greater than 10% of the value of the outstanding securities of the
issuer;

3. Invest more than 25% of its assets (valued at time of investment) in
securities of companies in any one industry;

4. Borrow money, except from banks for temporary or emergency purposes in
amounts not exceeding 5% of the value of the Fund's assets at the time of
borrowing;

5. Underwrite the distribution of securities of other issuers, or acquire
"restricted" securities that, in the event of a resale, might be required
to be registered under the Securities Act of 1933;

6. Make margin purchases or short sales of securities;

7. Invest in companies for the purpose of management or the exercise of
control;

8. Lend money (but this restriction shall not prevent the Fund from investing
in debt securities or repurchase agreements, or lend its portfolio
securities).

9. Acquire or retain any security issued by a company, an officer or director
of which is an officer or director of the Company or an officer, director
or other affiliated person of the Advisor.

10. Invest in oil, gas or other mineral exploration or development programs,
although it may invest in marketable securities of companies engaged in
oil, gas or mineral exploration;

11. Purchase or sell real estate or real estate loans or real estate limited
partnerships, although it may invest in marketable securities of companies
that invest in real estate or interests in real estate.

12. Purchase warrants on securities.

13. Issue senior securities.

14. Invest in commodities, or invest in futures or options on commodities.

Restrictions 1 through 14 listed above are fundamental policies, and may be
changed only with the approval of a "majority of the outstanding voting
securities" of the Fund as defined in the Investment Company Act of 1940.

The Fund has also adopted the following restrictions that may be changed by the
Board of Directors without shareholder approval:

The Fund may not:

a. Invest more than 25% of its assets (valued at time of investment) in
securities of issuers with less than three years' operation (including
predecessors);

b. Invest more than 15% of its net assets in securities that are not readily
marketable;

c. Acquire securities of other investment companies except (a) by purchase in
the open market, where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission and
(b) where acquisition results from a dividend or merger, consolidation or
other reorganization.

d. purchase more than 3% of the voting securities of any one investment
company;

e. Pledge, mortgage or hypothecate its assets, except for temporary or
emergency purposes and then to an extent not greater than 5% of its total
assets at cost;

f. Invest more than 10% of the Fund's assets (valued at time of investment) in
initial margin deposits of options or futures contracts;

INVESTMENT ADVISER

Innovative Financial Partners, Inc. (the "Adviser") was organized under the laws
of the State of Nevada as an investment advisory corporation in 1998. The
Advisor is also registered as an Investment Advisor with the Securities and
Exchange Commission. The Advisor provides financial management services to
individuals, corporations, and professional organizations in Nevada and
throughout the United States. The Advisor manages the investment portfolio and
the general business affairs of the Fund pursuant to an investment services
agreement with the Fund dated March 5, 1999 (the "Agreement").

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, President,
Chairman of the Board, Trustee 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 Associates,
Trustee 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 Partners,
Trustee 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 Officer
Trustee of Philadelphia Corporation for
Investment Services, a financial advice
and services firm. Employed by firm
since 1989.

(5) Dow W. Stewart (Age53) 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).

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

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

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. (See the
Sections titled "Management of the Fund" and "General Information" in the Fund's
Prospectus).

The table below sets forth the compensation anticipated to be paid by the
Company to each of the independent directors of the Company during the fiscal
year ending ___________________.

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

From time to time the Fund may quote total return figures. "Total Return" for a
period is the percentage change in value during the period of an investment in
Fund shares, including the value of shares acquired through reinvestment of all
dividends and capital gains distributions. "Average Annual Total Return" is the
average annual compounded rate of change in value represented by the Total
Return Percentage for the period.

Average Annual Total Return is computed as follows: P(1+T)[n] = ERV

Where: P = a hypothetical initial investment of $1000]
T = average annual total return
n = number of years
ERV = ending redeemable value of shares at the end of the period

Yield. The Fund may advertise performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:

6
Yield = 2[(a-b/cd + 1) - 1]

Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during the period
that they were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period]

The Fund imposes no sales charges. Income taxes are not taken into account. The
Fund's performance is a function of conditions in the securities markets,
portfolio management, and operating expenses. Although information such as that
shown above is useful in reviewing the Fund's performance and in providing some
basis for comparison with other investment alternatives, it should not be used
for comparison with other investments using different reinvestment assumptions
or time periods.

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.

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 Fund intends to qualify as a regulated investment company under the Internal
Revenue Code so as to be relieved of federal income tax on its capital gains and
net investment income currently distributed to its shareholders. To qualify as a
regulated investment company, the Fund must, among other things, derive at least
90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities,
or other income derived with respect to its business of investing in such stock
or securities.

If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the income so distributed. However, the Fund would be subject to
corporate income tax on any undistributed income other than tax-exempt income
from municipal securities.

The Fund intends to distribute to shareholders, at least annually, substantially
all net investment income and any net capital gains realized from sales of the
Fund's portfolio securities. Dividends from net investment income and
distributions from any net realized capital gains are reinvested in additional
shares of the Fund unless the shareholder has requested in writing to have them
paid by check.

Dividends from investment income and net short-term capital gains are generally
taxable to the shareholder as ordinary income. Distributions of long-term
capital gains are taxable as long-term capital gains regardless of the length of
time shares in the Fund have been held. Distributions are taxable, whether
received in cash or reinvested in shares of the Fund.

Each shareholder is advised annually of the source of distributions for federal
income tax purposes. A shareholder who is not subject to federal income tax will
not be required to pay tax on distributions received.

If shares are purchased shortly before a record date for a distribution, the
shareholder will, in effect, receive a return of a portion of his investment,
but the distribution will be taxable to him even if the net asset value of the
shares is reduced below the shareholder's cost. However, for federal income tax
purposes the original cost would continue as the tax basis.

If a shareholder fails to furnish his social security or other tax
identification number or to certify properly that it is correct, the Fund may be
required to withhold federal income tax at the rate of 31% (backup withholding)
from dividend, capital gain and redemption payments to him. Dividend and capital
gain payments may also be subject to backup withholding if the shareholder fails
to certify properly that he is not subject to backup withholding due to the
under-reporting of certain income.

Taxation of the Shareholder. Taxable distributions generally are included in a
shareholder's gross income for the taxable year in which they are received.
However, dividends declared in October, November and December and made payable
to shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares. Should a distribution reduce the fair market value below a
shareholder's cost basis, such distribution would be taxable to the shareholder
as ordinary income or as a long-term capital gain, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any forthcoming distribution so that those investors may
receive a return of investment upon distribution which will, nevertheless, be
taxable to them.

A redemption of shares is a taxable event and, accordingly, a capital gain or
loss may be recognized. Each investor should consult a tax advisor regarding the
effect of federal, state, local, and foreign taxes on an investment in the Fund.

Dividends. A portion of the Fund's income may qualify for the dividends-received
deduction available to corporate shareholders to the extent that the Fund's
income is derived from qualifying dividends. Because the Fund may earn other
types of income, such as interest, income from securities loans, non-qualifying
dividends, and short-term capital gains, the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.

A portion of the Fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation. Short-term capital
gains are distributed as dividend income. The Fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.

Capital Gain Distribution. Long-term capital gains earned by the Fund from the
sale of securities and distributed to shareholders are federally taxable as
long-term capital gains, regardless of the length of time shareholders have held
their shares. If a shareholder receives a long-term capital gain distribution on
shares of the Fund, and subsequently such shares are sold at a loss, the portion
of the loss equal to the amount of the long-term capital gain distribution may
be considered a long-term loss for tax purposes. Short-term capital gains
distributed by the Fund are taxable to shareholders as dividends, not as capital
gains. Taxation issues are complex and highly individual. You should consult
with your tax advisor concerning the effects of transactions in the Fund.

PORTFOLIO TRANSACTIONS

The Fund will generally purchase and sell securities without regard to the
length of time the security has been held. Accordingly, the rate of portfolio
turnover may be substantial. However, the Fund expects that its annual portfolio
turnover rate will not exceed 50% 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 Company's Board of Directors. 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. CoreStates Bank 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, 1998.

<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 form 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 with Innovative Financial Partners.-
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.

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

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 INNOVATIVE
FINANCIAL PARTNERS, 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 INNOVATIVE
FINANCIAL PARTNERS, 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
Innovative Financial Partners, Inc., a Nevada 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 Innovative Financial Partners, Inc.
555 North Lane, Suite 6160 9225 W. Charleston Blvd., # 2065
Conshohocken, PA 19428 Las Vegas, NV 89117
Attn: Terence P. Smith Attn: Geoffrey VanderPal
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 Innovative Financial Partners, Inc.

By: ___________________________ By: __________________________
Terence P. Smith Geoffrey VanderPal
President President

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, Innovative Financial Partners, Inc. (the "Adviser"), a Nevada
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:
Innovative Financial Partners, Inc.
9225 W. Charleston Blvd., # 2065
Las Vegas, NV 89117
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/ Terence P. Smith
-------------------------
President

Innovative Financial Partners, Inc.

By: /s/ Geoffrey VanderPal
-------------------------
President

Declaration Distributors, Inc.

By: /s/ Terence P. Smith
-------------------------
President

<PAGE>

SCHEDULE A

DECLARATION FUND

Portfolio and Fee Schedule

Portfolios covered by Distribution Agreement:

The VanderPal Protected Income and Growth 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 5ST day of March, 1999,
by and between Declaration Fund, a Pennsylvania business trust (the "Fund"), and
Innovative Financial Partners, Inc., a Nevada 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 0.74% 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 Adviser:

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 Innovative Financial Partners, Inc.

By: ____________________________ By: _____________________________
Terence P. Smith, President Geoffrey VanderPal, President

ATTEST: ATTEST:

By: __________________________ By: __________________________
Secretary Secretary

EXHBIT 23(H)(2)

INVESTMENT COMPANY SERVICES AGREEMENT

DECLARATION FUND

THIS AGREEMENT, dated as of the 5th 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, Innovative Financial Partners, Inc.
("Adviser"), a corporation duly organized under the laws of Nevada, 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 ByLaws
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:
Innovative Financial Partners, Inc.
9225 W. Charleston Blvd., 3 2065
Las Vegas, NV 89117
Attention: Geoffrey VanderPal
President

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

INNOVATIVE FINANCIAL PARTNERS, INC.

- ---------------------------
By: Geoffrey VanderPal
President

<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:

The VanderPal Protected Income and Growth 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 VanderPal Protected Income and Growth 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
VANDERPAL PROTECTED INCOME AND GROWTH 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__________________________________

VANDERPAL PROTECTED INCOME AND GROWTH FUND

Attest:

By__________________________________