UNITED STATES File No. 333-04983
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 File No. 811-07649
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 2 [X]
Post Effective Amendment No. [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 2 [X]
Polynous Trust
(Exact name of Registrant as Specified in Charter)
88 Kearny Street, Suite 1300
San Francisco, California 94108
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (415) 956-3384
Kevin L. Wenck, President
Polynous Capital Management, Inc.
88 Kearny St., Suite 1300
San Francisco, California 94108
(Name and Address of Agent for Service)
COPIES TO:
Eric M. Sippel, Esq. Joseph M. O'Donnell, Esq.
Shartsis, Friese & Ginsburg Fund/Plan Services, Inc.
One Maritime Plaza, 18th Floor 2 West Elm Street
San Francisco, CA 94111 Conshohocken, Pennsylvania 19428
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration
Statement. An acceleration request is being filed concurrently with
this Registration Statement.
________________________________________________________________
Registrant has elected to register an indefinite number of shares of
its securities under this Registration Statement pursuant to Rule
24f-2 of the Investment Company Act of 1940, as amended. Registrant
will file a Notice pursuant to Rule 24f-2 within two months after the
fiscal year end.
________________________________________________________________
Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
TABLE OF CONTENTS
Registration Statement of Polynous Trust
Page
1. Cross-Reference Sheet . . . . . . . . . . . . . . . . 3
2. Polynous Growth Fund Class A Shares -
Part A - Prospectus. . . . . . . . . . . . . . . . . . 4
3. Polynous Growth Fund Class D Shares -
Part A - Prospectus. . . . . . . . . . . . . . . . . . 27
4. Polynous Growth Fund - Part B -
Statement of Additional Information . . . . . . . . . . 48
5. Polynous Growth Fund - Part C - Other Information . . . 62
6. Signature Page. . . . . . . . . . . . . . . . . . . . . 66
7. Index to Exhibits . . . . . . . . . . . . . . . . . . . 67
<PAGE>
POLYNOUS TRUST
CROSS REFERENCE SHEET PURSUANT TO RULE 481a
Form N-1A Item
Part A Prospectus Heading
1. Cover Page of Prospectus
2. Prospectus Summary; Expense Summary
3. *
4. Investment Objective and Policies; Risk Factors; Prospectus
Summary;
The Trust and the Fund; Investment Limitations; General
Information
5. Prospectus Summary; Management of the Fund; Distribution Plan
5A. *
6. Prospectus Summary; General Information; Dividends and Taxes;
Net Asset Value
7. Prospectus Summary; How to Purchase Shares; Shareholder
Services
8. Prospectus Summary; How to Redeem Shares
9. *
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION
10. Cover Page of the Statement of Additional Information
11. Table of Contents
12. *
13. Investment Policies and Techniques;Investment Restrictions;
Portfolio Transactions
14. The Trust; Investment Advisory and Other Services; Trustees and
Officers
15. *
16. Investment Advisory and Other Services
17. Portfolio Transactions
18. Other Information
19. Purchases; Redemptions
20. Taxes
21. Underwriter
22. Performance Information
23. *
Part C OTHER INFORMATION
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration
Statement.
* Item is inapplicable at this time or answer is negative.
<PAGE>
POLYNOUS GROWTH FUND - CLASS A SHARES
PART A
INCORPORATED BY REFERENCE TO
PRE-EFFECTIVE AMENDMENT NO. 1 FILED WITH THE
COMMISSION ON 7/24/96
<PAGE>
POLYNOUS GROWTH FUND - CLASS D SHARES
PART A
INCORPORATED BY REFERENCE TO
PRE-EFFECTIVE AMENDMENT NO. 1 FILED WITH THE
COMMISSION ON 7/24/96
<PAGE>
POLYNOUS GROWTH FUND
COMBINED STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED BY REFERENCE TO
PRE-EFFECTIVE AMENDMENT NO. 1 FILED WITH THE
COMMISSION ON 7/24/96
<PAGE>
<PAGE>
POLYNOUS GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
August 1, 1996
PAGE
<PAGE>
POLYNOUS GROWTH FUND
Statement of Assets and Liabilities
August 1, 1996
Assets
Cash $183,960
Deferred Organization Costs 105,505
Total Assets $289,465
Liabilities
Due to Polynous Capital Management, Inc. $105,505
Net Assets $183,960
Net Assets consist of:
Portfolio shares of Class A (unlimited
authorization - no par value) 15,330
outstanding shares of beneficial interest
Net asset value, offering and
redemption price, Class A $ 12.00
Maximum offering price per share:
net asset value per share/95.50% $ 12.57
The accompanying notes are an integral part of this financial
statement.
<PAGE>
POLYNOUS GROWTH FUND
Notes to Statement of Assets and Liabilities
August 1, 1996
1. Organization
Polynous Growth Fund (the "Fund") is a series of Polynous Trust
(the "Trust"). The Trust is organized as a Delaware Business Trust
under a Declaration of Trust dated April 10, 1996 and is registered
under the Investment Company Act of 1940, as amended, as an open-end
investment company offering shares of the Fund. The Trust Instrument
permits the Trust to offer separate classes of shares and the Fund
currently offers Class A Shares and Class D Shares. The Fund has
not commenced operations except those related to organizational matters
and the sale of initial shares of beneficial interest to Polynous
Capital Management, Inc.
The Fund is organized to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies, and will
distribute substantially all net investment income and realized net
capital gains to shareholders. Under those provisions the Fund pays
no taxes.
2. Investment Advisory, Management, Distribution and Shareholder
Servicing Agreements. The Trust has entered into the following
service agreements:
Under the Investment Advisory Agreement with the Trust, Polynous
Capital Management, Inc.(the "Adviser") will act as the investment
adviser to the Fund. For providing investment advisory services, the
Fund pays the Adviser a monthly fee which is calculated daily by
applying the following annual rates: 1.00% on assets $100 million and
below, 0.75% on the next $150 million, 0.60% on the next $250
million, 0.50% on the next $500 million, and 0.40% on all amounts
above $1 billion.
Under the Administration Agreement with the Trust, Fund/Plan
Services, Inc. ("Fund/Plan") will provide the Trust with overall
management services. The Trust agrees to pay Fund/Plan each month an
asset based fee calculated at the annual rate of 0.15% on the first
$50 million of average net assets of the Trust, 0.10% on the next $50
million, and 0.05% for those assets greater than $100 million,
subject to a minimum annual fee of $55,000 for the initial class of
shares and $12,000 for each additional class.
Fund/Plan Broker Services, Inc. ("FPBS") will serve as the
Fund's underwriter pursuant to an Underwriting Agreement with the
Trust. The Trustees of the Trust have adopted a separate
Distribution Plan for both the Trust's Class A Shares and Class D
Shares pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended. The Distribution Plan for Class A Shares provides
for an annual fee up to 0.25% of the average daily net assets. The
Distribution Plan for Class D Shares provides for an annual fee up to
0.35% of the average daily net assets. The Fund intends to operate
the Distribution Plans in accordance with their terms and within NASD
rules concerning sales charges. In addition, purchases of Class A
Shares are subject to a maximum sales charge of 4.50%.
Fund/Plan has also been engaged as the transfer agent and fund
accounting service provider for the Trust under the Transfer Agent
Services Agreement and Accounting Services Agreement, respectively.
3. Deferred Organizational Costs
Organizational costs have been capitalized by the Fund and are
being amortized over 60 months commencing with operations. In the
event any of the initial shares are redeemed by any holder thereof
during the period that the Fund is amortizing its organizational
costs, the redemption proceeds payable to the holder thereof by the
Fund will be reduced by the unamortized organizational costs in the
same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of the
redemption.
4. Transactions with Affiliates
The Adviser paid $105,505 of organization costs on behalf of the
Fund.
Certain officers and/or trustees of the Trust are also officers
of the Adviser. The Trust pays each unaffiliated Trustee a fee for
attendance at quarterly, interim and committee meetings. Compensation
of officers and affiliated Trustees of the Trust is paid by the Adviser.
5. Disclosure of Credit Risk
Cash is held at The Bank of New York. The Fund has a policy of
reviewing, as considered necessary, the credit standing of each bank
with which it conducts business.
<PAGE>
Independent Auditor's Report
To the Shareholders and Board of Trustees of Polynous Growth Fund:
We have audited the accompanying statement of assets and liabilities
of Polynous Growth Fund ("Fund") as of August 1, 1996. This financial
statement is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of Polynous
Growth Fund as of August 1, 1996, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
August 5, 1996
<PAGE>
Form N-1A
Part C -- Other Information
Part C. Other Information
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
Included in Part A: None
Included in Part B:
(1) Independent Auditors Report relating to Statement of
Assets and Liabilities at August 1, 1996.
(2) Statement of Assets and Liabilities and related notes
as of August 1, 1996.
(b) Exhibits:
Exhibits filed pursuant to Form N-1A:
(1) Trust Instrument is incorporated by reference to
Exhibit No. (1) of Registrant's Registration
Statement No. 333-04983 filed June 3, 1996.
(2) By-Laws are incorporated by reference to Exhibit
No. (2) of Registrant's Registration Statement
No. 333-04983 filed June 3, 1996.
(3) Voting Trust Agreement -- None
(4) All Instruments Defining the Rights of Holders
-- None
(5) Investment Advisory Contract is incorporated by
reference to Exhibit No. (5) of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement
No. 333-04983 f iled July 24, 1996.
(6) Underwriting Agreement is incorporated by
reference to Exhibit No. (6) of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement
No. 333-04983 filed July 24, 1996
(7) Bonus, Profit Sharing, Pension or Other Similar
Contracts -- None
(8) Custodian Agreements --
(a) Custody Agreement between The Bank of
New York and Polynous Trust is incorporated
by reference to Exhibit No. (8)(a) of
Registrant's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-04983
filed July 24, 1996.
(b) Custody Administration Agreement between
Polynous Trust and Fund/Plan Services, Inc. is
incorporated by reference to Exhibit No. (8)(b)
of Registrant's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-04983
filed July 24, 1996.
(9)(a) Transfer Agent Services Agreement between
Polynous Trust and Fund/Plan Services, Inc. is
incorporated by reference to Exhibit
No. (9)(a) of Registrant's Pre-Effective
Amendment No. 1 to Registration Statement
No. 333-04983 filed July 24, 1996.
(b) Administration Agreement between Polynous
Trust and Fund/Plan Services, Inc. is
incorporated by reference to Exhibit
No. (9)(b) of Registrant's Pre-Effective
Amendment No. 1 to Registration Statement
No. 333-04983 filed July 24, 1996.
(c) Accounting Services Agreement between Polynous
Trust and Fund/Plan Services, Inc. is
incorporated by reference to Exhibit
No. (9)(c) of Registrant's Pre-Effective
Amendment No. 1 to Registration Statement
No. 333-04983 filed July 24, 1996.
(10) (a) Opinion and Consent of Shartsis, Friese &
Ginsburg regarding the legality of the securities
being issued-- enclosed herewith.
(11) Consent of Independent Auditors -- enclosed herewith.
(12) Financial Statements Omitted from Item 23. -- None
(13) Agreements or Understandings Made in Consideration
for Providing the Initial Capital -- enclosed herewith
(14) Model Plan -- None
(15)(a) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class A Shares is incorporated by
reference to Exhibit No.(15)(a) of Registrant's
Pre-Effective Amendment No. 1 to Registration
Statement No. 333-04983 filed July 24, 1996.
(b) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class D Shares is incorporated by
reference to Exhibit No.(15)(b) of Registrant's
Pre-Effective Amendment No. 1 to Registration
Statement No. 333-04983 filed July 24, 1996.
(16) Schedule for Computation of Performance
Quotations -- None.
(17) Financial Data Schedule -- None.
(18) Plan of Distribution pursuant to Rule 18f-3 with
respect to Multiple Class Shares is incorporated
by reference to Exhibit No. (18) of Registrant's
Pre-Effective Amendment No. 1 to Registration
Statement No. 333-04983 filed July 24, 1996.
(19) Trustees' Powers of Attorney -- incorporated by
reference to Exhibit No. (19)
of Registrant's Pre-Effective Amendment No. 1
to Registration Statement
No. 333-04983 filed July 24, 1996
Item 25. Persons Controlled by or Under Common Control with
Registrant.
None.
Item 26. Number of Holders of Securities.
None.
Item 27. Indemnification.
Reference is made to Article X of the Registrant's Trust
Instrument (filed herewith as Exhibit 1.)
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant by the
Registrant pursuant to the Trust's Trust Instrument, its
By-Laws or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in
the Act and, therefore, is unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by trustees, officers or
controlling persons of the Registrant in connection with
the successful defense of any act, suit or proceeding) is
asserted by such trustees, officers or controlling persons
in connection with shares being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication
of such issues.
Item 28. Business and Other Connections of Investment Adviser.
Polynous Capital Management, Inc, 88 Kearny Street, Suite
1300, San Francisco, California 94108 provides investment
advisory services to individual and institutional
investors, and as of July 31, 1996 had approximately $2.6 million
in assets under management.
For information as to any other business, vocation or
employment of a substantial nature in which each Trustee
or officer of the Registrant's investment adviser has
been engaged for his own account or in the capacity of
Trustee, officer, employee, partner or trustee, reference
is made to Form ADV (File #801-49411) filed by it under
the Investment Advisers Act of 1940.
Item 29. Principal Underwriter.
(a) Fund/Plan Broker Services, Inc. ("FPBS"), the
principal underwriter for the Registrant's securities,
currently acts as principal underwriter for the following
entities:
The Brinson Funds, Inc.
Chicago Trust Funds
Fairport Funds
First Mutual Funds
Focus Trust, Inc.
IAA Trust Mutual Funds
Matthews International Funds
McM Funds
Smith Breeden Series Fund
Smith Breeden Short Duration U.S. Government Fund
Smith Breeden Trust
The Stratton Funds, Inc.
The Japan Alpha Fund
Stratton Growth Fund, Inc.
Stratton Monthly Dividend Shares, Inc.
The Timothy Plan
(b) The table below sets forth certain information as to
the Underwriter's Directors, Officers and Control
Persons:
Position Position and
Name and Principal and Offices Offices with
Business Address with Underwriter Registrant
Kenneth J. Kempf Director & Pres. None
2 W. Elm Street
Conshohocken, PA 19428-0874
Lynne M. Cannon Vice President and None
2 W. Elm Street Principal
Conshohocken, PA 19428-0874
Rocco C. Cavalieri Director and None
2 W. Elm Street Vice President
Conshohocken, PA 19428-0874
Gerald J. Holland Director, None
2 W. Elm Street Vice President
Conshohocken, PA 19428-0874 and Principal
Joseph M. O'Donnell, Esq. Director and None
2 W. Elm Street Vice President
Conshohocken, PA 19428-0874
Sandra L. Adams Assistant Vice President None
2 W. Elm Street and Principal
Conshohocken, PA 19428-0874
Mary P. Efstration Secretary None
2 W. Elm Street
Conshohocken, PA 19428-0874
John H. Leven Treasurer None
2 W. Elm Street
Conshohocken, PA 19428-0874
James W. Stratton may be considered a control person of the
Underwriter due to his direct or indirect ownership of Fund/Plan
Services, Inc., the parent of the Underwriter.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
All records described in Section 31(a) of the 1940 Act and
the Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder, are
maintained by the Trust's Investment Adviser, Polynous Capital
Management, Inc. 88 Kearny Street, Suite 1300, San Francisco,
California 94108, except for those maintained by the Fund's
Custodian, The Bank of New York, 48 Wall Street, New York, New
York 10172 and the Trust's Administrator, Transfer Agent and
Fund Accounting Services Agent, Fund/Plan Services Inc., 2 W. Elm
Street, Conshohocken, PA 19428.
Item 31. Management Services.
There are no management-related service contracts not
discussed in Part A or Part B.
Item 32. Undertakings.
(a) Registrant hereby undertakes to file an amendment to
this Registration Statement with certified financial statements
showing the initial capital received before accepting subscriptions
from any person in excess of 25 if Registrant proposes to raise its
initial capital pursuant to Section 14(a)(3) of the 1940 Act.
(b) Registrant hereby undertakes to file a
post-effective amendment within four to six months from the effective
date of this Registration Statement under the Securities Act of 1933.
Registrant understands that such post-effective amendment will
contain reasonably current financial statements which need not be
certified by independent public accountants.
(c) Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the Registrant's
latest Annual Report to Shareholders upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon the question
of removal of any director or directors when requested in writing to
do so by the record holders of not less than 10 percent of the
Registrant's outstanding shares and to assist its shareholders in
accordance with the requirements of Section 16(c) of the Investment
Company Act of 1940 relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, and State of
California on the 7th day of August, 1996.
Polynous Trust
Registrant
By /s/ Kevin L. Wenck
Kevin L. Wenck
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of Polynous Trust has been signed below by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ Kevin L. Wenck 8/07/96
Kevin L. Wenck President and
Principal Executive Officer
/s/ Kevin L. Wenck Principal Accounting 8/07/96
Kevin L. Wenck and Financial Officer
/s/ Joseph M. O'Donnell 8/07/96
Joseph M. O'Donnell as Attorney-in-Fact
pursuant to Power of Attorney
<PAGE>
INDEX OF EXHIBITS
EXHIBIT NUMBER NAME
EX 99.B10 Opinion and Consent of Shartsis, Friese & Ginsburg
EX 99.B11 Consent of Ernst & Young LLP
EX 99.B13 Initial Capital Agreement
<PAGE>
LETTERHEAD
[SHARTSIS, FRIESE & GINSBURG, LLP]
[Eighteenth Floor]
[One Maritime Plaza]
[San Francisco, California 94111]
August 2, 1996
Polynous Trust
88 Kearny Street, Suite 1300
San Francisco, CA 94108
RE: Registration Statement on Form N-1A
Ladies and Gentlemen:
We have acted as counsel to Polynous Trust, a Delaware
business trust (the "Trust"), in connection with the
Registration Statement (No. 33-04983) on Form N-1A filed on
May 31, 1996 (as amended to the date hereof, the
"Registration Statement"), relating to the issuance of an
indefinite number of shares (the "Shares") of beneficial
interest pursuant to Rule 24F-2 under the Investment Company
Act of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons and
the conformity to the originals of all records, documents
and instruments submitted to us as copies. We have based our
opinion upon the following:
(a) the Trust's Trust Instrument;
(b) the Bylaws of the Trust;
(c) resolutions of the Board of Trustees of the
Trust relating to the designation of series of
the Trust and issuance of the Shares; and
(d) the Registration Statement.
Our opinion below is limited to the business trust law
of the State of Delaware. We are not licensed to practice
law in the State of Delaware, and we have based our opinion
below solely on our review of Chapter 38 of Title 12 of the
Delaware Code and the case law interpreting such Chapter as
reported in Delaware Code Annotated (Michie Co. 1987 & 1992
Supp.). In rendering this opinion we have not undertaken a
review of other Delaware law or of any administrative or
court decisions. We disclaim any opinion as to any law
other than that of the United States of America and the
business trust law of the State of Delaware as described
above, and we disclaim any opinion as to any statute, rule,
regulation, ordinance, order or other promulgation of any
regional or local governmental authority.
Polynous Trust
August 2, 1996
Page 2
Based on the foregoing and our examination of such
questions of law as we have deemed necessary and appropriate
for the purpose of this opinion, and assuming that (i) all
of the Shares will be issued and sold for cash or securities
at the per-share public offering price on the date of their
issuance in accordance with statements specified in the
Trust's Trust Instrument, (ii) all consideration for the
Shares will be actually received by the Trust, (iii) such
consideration will be at least equal in value to the par
value of the Shares, and (iv) all applicable securities laws
will be complied with, it is our opinion that, when issued
and sold by the Trust, the Shares will be legally issued,
fully paid and nonassessable.
This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit. This
opinion may not be relied upon by you for any other purpose
or relied upon by any other person, firm, corporation or
other entity for any purpose, without our prior written
consent. We disclaim any obligation to advise you of any
developments in areas covered by this opinion that occur
after the date of this opinion.
We hereby consent to (i) the reference to our firm
under the caption "General Information-Description of
Shares" in the Prospectus of the Trust included in the
Registration Statement, and (ii) the filing of this opinion
as an exhibit to the Registration Statement.
Sincerely yours,
SHARTSIS, FRIESE & GINSBURG
By \s\ Eric M. Sippel
Eric M. Sippel
LETTERHEAD
[Polynous Capital Management, Inc.]
[88 Kearny Street, Suite 1300]
[San Francisco, CA 94108]
August 7, 1996
Securities & Exchange Commission
Division of Investment Management
Judiciary Plaza, 450 Fifth Street, N.W.
Washington, DC 20549
RE: Polynous Trust
File No. 811-07649
To whom it may concern:
I, Kevin L. Wenck, founder and president of Polynous Capital Management,
Inc., propose to acquire as a separate series of shares:
15,330 shares of common stock (the "Shares") of Polynous Growth
Fund - Class A Shares at a purchase price of $12.00 per share
These Shares will be issued in a private offering prior to the
effectiveness of the Registration Statement filed on Form N-1A by
Polynous Trust under the Securities Act of 1933. The Shares are being
purchased pursuant to Section 14 of the Investment Act of 1940 to serve
as the seed money for the Fund prior to the commencement of the public
offering of its shares.
In connection with such purchase, I understand that :(i) as the
purchaser, I intend to acquire the Shares for my own account as the sole
beneficial owner thereof and have no present intention of redeeming or
reselling the Shares so acquired; and (ii) in the event any of the
initial 15,330 shares are redeemed during the first five years, the Fund
may charge against my redemption proceeds a pro rata portion of any
unamortized organizational expenses which would be borne by such Shares
during the balance of the initial five year period were they not to be
redeemed.
I consent to the filing of this Investment Letter as an exhibit to the
Form N-1A Registration Statement of the Fund.
Sincerely,
/s/ Kevin L. Wenck
Kevin L. Wenck
Polynous Capital Management, Inc.
88 Kearny Street, Suite 1300
San Francisco, CA 94108
Consent of Independent Auditors
We consent to the reference of our firm under the caption
"General Information" and to the use of our report dated August 5,
1996, in Pre-Effective Amendment No. 2 (File No. 333-04983)
of Polynous Trust for the registration of an indefinite number of
shares.
Ernst & Young LLP
San Francisco, California
August 5, 1996
