As filed with the Securities and Exchange Commission on April 29, 1997
Securities Act Registration No. 333-9153
Investment Company Act Registration No. 811-7737
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Post-Effective Amendment No. 2 x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 3 x
(Check appropriate box or boxes)
THE PURISIMA FUNDS
(Exact Name of Registrant as Specified in Charter)
13100 SKYLINE BOULEVARD
WOODSIDE, CALIFORNIA 94062-4547
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 851-7925
KENNETH L. FISHER
13100 Skyline Boulevard.
Woodside, California 94062-4547
(Name and Address of Agent for Service)
Copy to:
David Hearth, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104-2878
Registrant has registered an indefinite number of shares of its common stock
under The Securities Act of 1933 and will file its required Rule 24f-2 Notice
for Registrant's fiscal year ending August 31, 1997 prior to November 30, 1997.
It is proposed that this filing will become effective:
( X ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on (date) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
( ) this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.
THE PURISIMA FUNDS
CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A and
B of Form N-1A).
Caption or Subheading in Prospectus or
Item No. on Form N-1A Statement of Additional Information
- --------------------- --------------------------------------
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Purisima Funds; Investment
Objective; Investment Policies and
Risk Considerations; Investment
Limitations
5. Management of the Fund Management; Transfer and Dividend
Disbursing Agent, Custodian and
Independent Accountants
5A. Management's Discussion of Fund <F1>
Performance
6. Capital Stock and Other Securities Capital Structure; Dividends and
Distributions; Taxes; Shareholder
Reports and Information
7. Purchase of Securities Being How to Purchase Shares; Pricing of
Offered Fund Shares; How to Exchange Shares;
Retirement Plans; Service and
Distribution Plan
8. Redemption or Repurchase How to Redeem Shares; Pricing of Fund
Shares; How to Exchange Shares
9. Legal Proceedings <F1>
PART B-INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History <F2>
13. Investment Objectives and Policies Additional Investment Information;
Investment Restrictions
14. Management of the Fund Additional Trust Information
15. Control Persons and Principal Additional Trust Information
Holders of Securities
16. Investment Advisory and Other Additional Trust Information
Services
17. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Policies
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption and Pricing Included in the Prospectus under the
of Securities Being Offered heading "How to Purchase Shares,"
"Pricing of Fund Shares," "How to
Exchange Shares" and "How to Redeem
Shares" and in the Statement of
Additional Information under the
headings "Individual Retirement
Accounts"
20. Tax Status Included in the Prospectus under the
headings "Taxes" and "Dividends and
Distributions" and in the Statement
of Additional Information under the
heading "Taxes" and "Additional
Investment Information"
21. Underwriters <F1>
22. Calculation of Performance Data Included in the Prospectus under the
heading "Fund Performance" and in
the Statement of Additional
Information under the heading
"Performance Information"
23. Financial Statements Financial Statements
- ----------------------
<F1> Answer negative or inapplicable
<F2> Complete answer to Item is contained in the Prospectus
The Prospectus for the Purisima Total Return Fund dated October 25, 1996 is
incorporated herein by reference to the Prospectus filed pursuant to Rule 497
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on November 5, 1996. The Supplement dated January 1, 1997 to the
Prospectus dated October 25, 1996 for the Purisima Total Return Fund is
incorporated herein by reference to the Supplement dated January 1, 1997 filed
pursuant to Rule 497 under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission. The Supplement dated April 28, 1997
to the Prospectus for the Purisima Total Return Fund and the Statement of
Additional Information thereto dated April 28, 1997 are incorporated
herein by reference to Post-Effective Amendment No. 1 filed with the
Securities and Exchange Commission on April 28, 1997.
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
A. FINANCIAL STATEMENTS (ALL INCLUDED IN PART B)*:
The following financial statement has been audited and is included
in Part B:
Report of Independent Accountants.
Statement of Assets and Liabilities as of September 19, 1996.
Notes to Financial Statement.
The following unaudited financial statements for the Fund are
included in Part B:
1. Schedule of Investments as of February 28, 1997
2. Statement of Assets and Liabilities as of February 28, 1997
3. Statement of Operations for the period ended February 28,
1997
4. Statement of Changes in Net Assets for the period ended
February 28, 1997
5. Financial Highlights for the period ended February 28, 1997
6. Notes to Financial Statements
B. EXHIBITS
1.1 Certificate of Trust (Incorporated by reference to Exhibit 1.1
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
1.2 Registrant's Agreement and Declaration of Trust (Incorporated
by reference to Exhibit 1.2 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
2. Registrant's By-Laws (Incorporated by reference to Exhibit 2
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
3. None.
4. None.
5. Investment Management Agreement by and between Registrant on
behalf of the Fund and Fisher Investments, Inc. (Incorporated
by reference to Exhibit 5 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
6.1 Distribution Agreement by and between Registrant and Sunstone
Financial Group, Inc. (Incorporated by reference to Exhibit 6
to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A) (superseded).
6.2 Distribution Agreement by and between Registrant and Sunstone
Distribution Services, LLC (Incorporated by reference to
Exhibit 6.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
7. None.
8. Custodian Agreement by and between Registrant and UMB Bank,
N.A. (Incorporated by reference to Exhibit 8
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
9.1 Administration and Fund Accounting Agreement by and between
Registrant and Sunstone Financial Group, Inc (Incorporated
by reference to Exhibit 9.1 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
9.2 Transfer Agency Agreement by and between Registrant and
Sunstone Investor Services, LLC (Incorporated by reference to
Exhibit 9.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
10. Legal Opinion of Heller Ehrman White & McAuliffe, counsel for
Registrant (Incorporated by reference to Exhibit 10
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
11. Consent of Independent Accountants.
12. None.
13.1 Subscription Agreement (Incorporated by reference to Exhibit
13.1 to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
13.2 Organizational Expense Agreement (Incorporated by reference to
Exhibit 13.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
14. Individual Retirement Custodial Account Agreement and
Disclosure Statement (Incorporated by reference to Exhibit 14
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
15. Registrant's Service and Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 (Incorporated by
reference to Exhibit 15 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A).
16. Computation of Performance Figures (Incorporated by reference
to Exhibit 16 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
17. Financial Data Schedules (Incorporated by reference to
Exhibit 17 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
18. None.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
-------------------------------------------------------------
Registrant neither controls any person nor is under common control with any
other person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
-------------------------------
Number of Record
Title of Class Holders as of March 31, 1997
-------------- --------------------------------
Purisima Total Return Fund 26
$0.01 Par Value
ITEM 27. INDEMNIFICATION.
---------------
Registrant's Board of Trustees has adopted the following By-law provisions
which are in full force and effect and have not been modified or cancelled:
ARTICLE VI
INDEMNIFICATION OF TRUSTEES OFFICERS
EMPLOYEES AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee
or other agent of the Trust or is or was serving at the request of the Trust as
a Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation that was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes, without limitation, attorney's fees and any expenses
of establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. The Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Trust) by reason of
the fact that such person is or was an agent of the Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his or her
official capacity as a Trustee of the Trust, that his or her conduct was in the
Trust's best interests, and (b) in all other cases, that his or her conduct was
at least not opposed to the Trust's best interests, and (c) in the case of a
criminal proceeding that he or she had no reasonable cause to believe the
conduct of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which the person reasonably believed to be in the
best interest of the Trust or that the person had reasonable cause to believe
that the person's conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. The Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that such person is or was an agent of the Trust,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of the Trust
and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with the Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable on the basis that personal benefit was
improperly received by him or her, whether or not the benefit resulted
from an action taken in the person's official capacity; or
(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's duty
to the Trust, unless and only to the extent that the court in which that
action was brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by reason of
the disabling conduct set forth in the preceding paragraph and is fairly
and reasonably entitled to indemnity for the expenses which the court
shall determine; or
(c) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred
in defending a threatened or pending action that is settled or otherwise
disposed of without court approval, unless the required approval set
forth in Section 6 of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of the
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that, based upon a review of the facts, the agent was not liable by reason of
the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by the Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
(a) a majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940); or
(b) a written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason of
any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts, that there is reason to believe that the
agent ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must conform to the standards set
forth in Section 6 of this Article for determining that the indemnification is
permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of the Trust or any subsidiary hereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:
(a) that it would be inconsistent with a provision of the Trust's Agreement
and Declaration of Trust, a resolution of the shareholders of the Trust,
or an agreement in effect at the time of accrual of the alleged cause of
action asserted in the proceeding in which the expenses were incurred or
other amounts were paid which prohibits or otherwise limits
indemnification; or
(b) that it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of the Trust to purchase such insurance, the Trust shall
purchase and maintain insurance on behalf of any agent of the Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that the Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Trust's Agreement and Declaration of Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article VI does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the Trust as defined in Section 1 of
this Article VI. Nothing contained in this Article VI shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article VI.
Insofar as indemnification for liability rising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of
Registrant to the foregoing provisions, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered,
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
issue.
Section 11 of the Investment Management Agreement between the Registrant
and the Adviser provides for indemnification of the Adviser in connection with
certain claims and liabilities to which the Adviser, in its capacity as the
Registrant's investment adviser, may be subject. A copy of the Investment
Management Agreement is incorporated by reference as Exhibit 5.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
----------------------------------------------------
Fisher Investments, Inc., Registrant's investment adviser, provides investment
advisory services for large corporations, pension plans, endowments,
foundations, governmental agencies and individuals. Set forth below is
additional biograhpical information and a description of any company with which
the officers and directors of Fisher Investments, Inc. have been engaged at any
time since June 1, 1994 in the capacity of director, officer, employee, partner
or trustee:
Kenneth L. Fisher is the Chief Executive Officer of Fisher Investments, Inc. and
Chairman of its Investment Policy Committee. Mr. Fisher makes investment policy
and tactical investment decisions. Since July 1984, Mr. Fisher has written a
monthly column for Forbes magazine. Mr. Fisher has operated the Adviser
(including its predecessor) since 1979.
Jeffrey L. Silk is the Director of Operations, Senior Vice President and member
of the Investment Policy Committee of Fisher Investments, Inc. He is
responsible for overseeing the day to day activities of the trading and
operations group as well as development of statistical databases used for
screening equity and fixed income securities. He has been employed by the
Adviser since 1983.
Sherrilyn A. Fisher is Senior Vice President and Corporate Secretary of the
Adviser. Her chief responsibilities are the overview of all activities
involving maintenance of the office and its facilities. Ms. Fisher has been
employed by the Adviser since 1984.
ITEM 29. PRINCIPAL UNDERWRITERS.
----------------------
(a) Sunstone Distribution Services, LLC currently serves as distributor of
the shares of The Northern Funds, The Haven Capital Management Trust, First
Omaha Funds, Inc., The Garzarelli Funds, and Van Wagoner Funds, Inc.
(b) To the best of Registrant's knowledge, the executive officers of
Sunstone Distribution Services, LLC, distributor for Registrant, are as follows:
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH POSITIONS AND OFFICES
BUSINESS ADDRESS SUNSTONE FINANCIAL GROUP, INC. WITH REGISTRANT
- ------------------ ------------------------------ ---------------------
Miriam M. Allison President and Director None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
Daniel S. Allison Secretary and Director None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
Mary M. Tenwinkel Senior Vice President None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
--------------------------------
All accounts, books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are in the possession of the Registrant, at Registrant's corporate offices,
except (1) records held and maintained by relating to its functions as custodian
and (2) records held and maintained by Sunstone Financial Group, Inc. and
Sunstone Investor Services, LLC, 207 East Buffalo Street, Suite 400, Milwaukee,
Wisconsin, 53202, relating to its functions as administrator, fund accountant
and transfer agent.
ITEM 31. MANAGEMENT SERVICES.
-------------------
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
ITEM 32. UNDERTAKINGS.
------------
(a) Registrant undertakes to provide its Annual Report upon request
without charge to any recipient of a Prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant hereby certifies that it meets
all of the requirements for effectiveness of this Registration Statement on
Form N-1A pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Woodside, State of California, on the 28th day of April, 1997.
THE PURISIMA FUNDS
(Registrant)
By: /s/ Kenneth L. Fisher
---------------------
Kenneth L. Fisher
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form N-1A has been signed below by the
following person in the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/Kenneth L. Fisher President; Trustee (principal April 28, 1997
-------------------- executive officer; principal
Kenneth L. Fisher financial and accounting officer)
/s/Bryan F. Morse Trustee April 29, 1997
--------------------
Bryan F. Morse
Trustee April __, 1997
--------------------
Grover T. Wickersham
/s/Pierson E. Clair, III Trustee April 29, 1997
---------------------
Pierson E. Clair, III
EXHIBIT INDEX
1.1 Certificate of Trust (Incorporated by reference to Exhibit 1.1
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
1.2 Registrant's Agreement and Declaration of Trust (Incorporated
by reference to Exhibit 1.2 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
2. Registrant's By-Laws (Incorporated by reference to Exhibit 2
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
3. None.
4. None.
5. Investment Management Agreement by and between Registrant on
behalf of the Fund and Fisher Investments, Inc. (Incorporated
by reference to Exhibit 5 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
6.1 Distribution Agreement by and between Registrant and Sunstone
Financial Group, Inc. (Incorporated by reference to Exhibit 6
to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A) (superseded).
6.2 Distribution Agreement by and between Registrant and Sunstone
Distribution Services, LLC (Incorporated by reference to
Exhibit 6.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
7. None.
8. Custodian Agreement by and between Registrant and UMB Bank,
N.A. (Incorporated by reference to Exhibit 8
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
9.1 Administration and Fund Accounting Agreement by and between
Registrant and Sunstone Financial Group, Inc (Incorporated
by reference to Exhibit 9.1 to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form N-1A).
9.2 Transfer Agency Agreement by and between Registrant and
Sunstone Investor Services, LLC (Incorporated by reference to
Exhibit 9.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
10. Legal Opinion of Heller Ehrman White & McAuliffe, counsel for
Registrant (Incorporated by reference to Exhibit 10
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
11. Consent of Independent Accountants.
12. None.
13.1 Subscription Agreement (Incorporated by reference to Exhibit
13.1 to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
13.2 Organizational Expense Agreement (Incorporated by reference to
Exhibit 13.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
14. Individual Retirement Custodial Account Agreement and
Disclosure Statement (Incorporated by reference to Exhibit 14
to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A).
15. Registrant's Service and Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 (Incorporated by
reference to Exhibit 15 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A).
16. Computation of Performance Figures (Incorporated by reference
to Exhibit 16 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
17. Financial Data Schedules (Incorporated by reference to
Exhibit 17 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A).
18. None.
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 2 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
September 19, 1996, relating to the statement of assets and liabilities of The
Purisima Total Return Fund comprising The Purisima Funds, which appears in
such Statement of Additional Information, and to the incorporation by reference
of our report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the reference to us under the heading
"Independent Accountants" in such Statement of Additional Information and to
the reference to us under the heading "Transfer and Dividend Disbursing Agent,
Custodian and Independent Accountants" in such Prospectus.
/s/ Price Waterhouse
Price Waterhouse LLP
Milwaukee, Wisconsin
April 29, 1997
