U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Polynous Trust
88 Kearny Street, Suite 1300
San Francisco, CA 94108
2. Name of each series or class of funds for which this notice is filed:
Polynous Growth Fund- Class A
3. Investment Company Act File Number: 811-07649
Securities Act File Number: 333-04983
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the
issuers's 24f-2 declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
1,977,549 shares were sold for an aggregate price of $24,708,409
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
1,977,549 shares were sold for an aggregate price of $24,708,409
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
2,107 shares were reinvested for an aggregate price of $26,628
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from item 10).....................$24,708,409
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+26,628
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 5,406,152
(iv) Aggregate price of shares redeemed
or repurchased and previously applied as a reduction
to filing fees pursuant to Rule 24e-2
(if applicable)...............................+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on Rule 24f-2
[line(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable)............... 19,328,885
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 5,857.24
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the Form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures(17 CFR 202.3a):
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
September 26, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: (Signature and Title) /s/William Baltrus
William Baltrus Corporate Compliance Manager
Date: September 26, 1997
* Please print the name and title of the signing officer below the
signature.
September 19, 1997
Polynous Trust
3200 Horizon Drive
King of Prussia, PA 19406
Ladies and Gentlemen:
As counsel to Polynous Trust, a Delaware business trust
(the "Trust"), you have requested our opinion with respect to the
Class A shares of beneficial interest of the Trust's sole
series, Polynous Growth Fund (the "Fund"), sold by the Trust during
the fiscal year ended July 31, 1997 (the "Shares") in connection with
the notice (the "Notice") being filed by the Trust with the
Securities and Exchange Commission pursuant to Rule 24f-2 adopted
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 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 our review of the following records,
documents and instruments:
(a) the Trust Instrument of the Trust dated April 10, 1996
(the "Trust Instrument"), certified to us by an officer of the Trust
as being true and complete and in effect throughout the Trust's
fiscal year ended July 31, 1997 (the "Fiscal Year");
(b) the Trust's Certificate of Trust as filed with the
Delaware Secretary of State on May 10, 1996, certified to us by an
officer of the Trust as being true and complete and in effect
throughout the Fiscal Year;
(c) the Bylaws of the Trust certified to us by an officer
of the Trust as being true and complete and in effect throughout the
Fiscal Year;
(d) the Prospectus and Statement of Additional Information
of the Fund effective during the Fiscal Year, as listed in the
officer's certificate identified in (f) below (together, the
"Prospectus");
(e) resolutions relating to the designation of the Fund as
a series of the Trust and the issuance of the Shares adopted by the
Board of Trustees of the Trust at a meeting of the Board held on July
17, 1996, certified by an officer of the Trust as being in full force
and effect without amendment or modification throughout the Fiscal
Year; and
(f) a certificate of an officer of the Trust concerning
certain factual matters.
In rendering our opinion below, we have assumed that all of
the Shares wereissued and sold at the per-share public offering price
on the date of their issuance in accordance with statements specified
in the Fund's then-current Prospectus and in accordance with Article
II of the Trust Instrument. In rendering our opinion, we have
assumed that the Fund received, in cash and marketable securities, an
amount equal to the per-share public offering price as described in
the Fund's then-current Prospectus. We have not conducted an
independent examination of the books and records of the Trust for the
purpose of determining whether all of the Shares were fully paid
prior to their issuance and do not believe it to be our obligation to
do so.
Our opinion below is limited to the federal law of the
United States of America and 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. 1996) and updated on Westlaw through August 11, 1997.
We have not undertaken a review of other Delaware law or court
decisions or of any administrative decisions in connection with
rendering this opinion. 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.
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, we are of the opinion that the
Shares, as sold pursuant to registration under the Securities Act of
1933, as amended, and Rule 24f-2 adopted under the Act, were legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Notice being filed by the Trust with the Securities
and Exchange Commission. This opinion is rendered to you in
connection with that Notice 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 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.
Sincerely yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints William J. Baltrus, Gerald J. Holland, Joseph M. O'Donnell and each
of them, with full power to act without the other, as a true and lawful
attorney-in-fact and agent, with full and several power of substitution, to
sign any Registration Statement, or amendment thereto of Polynous Trust (the
"Trust") to be filed with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended; and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange
Commission; and to take any appropriate action to qualify or register all or
part of the securities of the Trust for sale in various states; granting to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done in
connection therewith, as fully as that person might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents or
any of them, or any substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 25TH day of July, 1996.
/S/ KEVIN L. WENCK
______________________________________________________
Kevin Wenck, President
ACKNOWLEDGEMENT
State of California )
) ss:
County of San Francisco )
The foregoing instrument was acknowledged before me this 25th day of July,
1996, by Kevin L. Wenck, President of Polynous Trust.
/S/ CYNTHIA S. SHANNON
____________________________________________________
Notary Public
