<PAGE> 1
As filed with the Securities and Exchange Commission on April 20, 1998
File Nos. 333-32483 and 811-8305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 2 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 4 [X]
------------------
EUREKA FUNDS
------------
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Address of Principal Business Office)
614-470-8000
------------
(Registrant's Telephone Number, including Area Code)
George O. Martinez
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Name and Address of Agent for Service)
Copies of communications to:
Martin E. Lybecker, Esq. Eureka Funds
Ropes & Gray 3534 Stelzer Road
1301 K Street, N.W. Columbus, Ohio 43219
Suite 800 East
Washington, D.C. 20004
Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on April 29, 1998 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)
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities Being Registered: Shares of Beneficial Interest
<PAGE> 2
PART A
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
Eureka Investment Grade Bond Fund
Eureka Global Asset Allocation Fund
Eureka Equity Fund
The information required by Items 1 through 9 for the above-referenced
investment portfolios of the Eureka Funds (the "Registrant") is hereby
incorporated by reference to Part A of Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on February 20, 1998.
<PAGE> 3
PART B
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
Eureka Investment Grade Bond Fund
Eureka Global Asset Allocation Fund
Eureka Equity Fund
The information required by Items 10 through 23 for the above-referenced
investment portfolios of the Eureka Funds (the "Registrant") is hereby
incorporated by reference to Part B of Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on February 20, 1998.
<PAGE> 4
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Included in Part B:
The following financial statements are filed herewith in the
Statement of Additional Information for the Eureka Funds:
-- Independent Auditors' Report dated September 30, 1997.
-- Statements of Assets and Liabilities as of September 26,
1997 (audited).
-- Notes to Financial Statements dated September 26, 1997
(audited).
(b) Exhibits:
(1) Declaration of Trust, dated April 7, 1997, is
incorporated by reference from Exhibit 1 to the Funds'
initial Registration Statement on Form
N-1A filed on July 31, 1997.
(2) Form of By-Laws is incorporated by reference from
Exhibit 2 to the Funds' initial Registration
Statement on Form N-1A filed on July 31, 1997.
(3) Not applicable.
(4) (a) Article III, Sections 4 and 5; Article IV, Section
1; Article V; Article VIII, Section 4; and Article
IX, Sections 1, 4, and 7 of the Declaration of
Trust referred to herein as Exhibit (1).
(b) Article 9; Article 10, Section 6; and Article 11
of the By-Laws referred to herein as Exhibit 2.
(5) Investment Advisory Agreement between Registrant and
Sanwa Bank California, dated October 21, 1997, is
incorporated by reference from Exhibit 5 to
Post-Effective Amendment No. 1 to the Funds'
Registration Statement filed February 20, 1998 on Form
N-1A.
(6) Distribution Agreement between Registrant and BISYS Fund
Services Limited Partnership, dated October 31, 1997, is
incorporated by reference from Post-Effective Amendment
No. 1 to the Funds' Registration Statement filed on
February 20, 1998 on Form N-1A.
(7) Not applicable.
(8) (a) Custody Agreement between Registrant and The Bank of
New York, dated November 3, 1997, is.
(b) Form of Foreign Custody Manager Agreement between
Registrant and The Bank of New York is incorporated
by reference from Exhibit 8(b) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement filed on October 3, 1997 on Form N-1A.
(9) (a) Transfer Agency Agreement between Registrant and
BISYS Fund Services, Inc., dated October 31, 1997 is
incorporated by reference from Post-Effective
Amendment No. 1 to the Funds' Registration Statement
filed on February 20, 1998 on Form N-1A.
(b) Fund Accounting Agreement between Registrant and
BISYS Fund Services, Inc., dated October 31, 1997 is
incorporated by reference from Post-Effective
Amendment No. 1 to the Funds' Registration Statement
filed on February 20, 1998 on Form N-1A.
(c) Administration Agreement between Registrant and
BISYS Fund Services Limited Partnership, dated
October 31, 1997, is incorporated by reference from
Post-Effective Amendment No. 1 to the Funds'
Registration Statement filed on February 20, 1998 on
Form N-1A.
(d) Form of Service Plan is incorporated by reference
from Exhibit 9(d) to Pre-Effective Amendment No. 2
to the Funds' Registration Statement filed on
October 3, 1997 on Form N-1A.
(e) Forms of service agreements pursuant to Service Plan
referred to herein as Exhibit (9)(d) is incorporated
by reference from Exhibit 9(e) to Pre-Effective
Amendment No. 2 to the Funds' Registration
Statement filed on October 3, 1997 on Form N-1A.
(10) Opinion and Consent of Counsel as to legality of shares
being registered is filed herewith.
(11) (a) Consent of Ropes & Gray, is filed herewith.
(b) Consent of Ernst & Young LLP, is filed herewith.
(12) Not applicable.
(13) Purchase Agreement between the Registrant and BISYS Fund
Services, dated September 26, 1997, is incorporated by
reference from Pre-Effective Amendment No. 2 to the
Funds' Registration Statement filed on October 3, 1997
on Form N-1A.
(14) Not applicable.
(15) (a) Distribution and Shareholder Services Plan between
the Registrant and BISYS Fund Services Limited
Partnership, dated October 21, 1997, is incorporated
by reference from Pre-Effective Amendment No. 2 to
the Funds' Registration Statement filed on October
3, 1997 on Form N-1A.
(b) Forms of Servicing Agreement pursuant to
Distribution and Shareholder Services Plan referred
to herein as Exhibit 15(a) are incorporated by
reference from Exhibit 15(b) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement filed on October 3, 1997 on Form N-1A.
(16) Not applicable.
(17) Not applicable.
(18) Multiple Class Plan, dated October 21, 1997, is
incorporated by reference from Pre-Effective Amendment
No. 2 to the Funds' Registration Statement filed on
October 3, 1997 on Form N-1A.
<PAGE> 5
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of the date of this Registration Statement, there are no persons
controlled by or under common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of 1/31/98, the number of record holders of the Registrant's
respective series of shares were as follows:
Number of
Title of Series Record Holders
--------------- --------------
Prime Money Market Fund 3
U.S. Treasury Obligations Fund 3
Investment Grade Bond Fund 4
Equity Fund 5
Global Asset Allocation Fund 4
ITEM 27. INDEMNIFICATION
Article VIII of Registrant's Amended and Restated Agreement and
Declaration of Trust (Exhibit (1) hereto, which is incorporated herein
by reference) provides in effect that Registrant will indemnify its
officers and trustees against all liabilities and expenses, including
but not limited to amounts paid in satisfaction of judgments, in
compromise, or as fines and penalties, and counsel fees reasonably
incurred by any such officer or trustee in connection with the defense
or disposition of any action, suit, or other proceeding. However, in
accordance with Section 17(h) and 17(i) of the 1940 Act and its own
terms, said Agreement and Declaration of Trust does not protect any
person against any liability to Registrant or its shareholders to
which he or she would otherwise be subject by reason of willfull
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. In any event,
Registrant will comply with 1940 Act Releases Nos. 7221 and 11330
respecting the permissible boundaries of indemnification by an
investment company of its officers and trustees.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to
trustees, officers and controlling persons of the Registrant pursuant
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 1933 Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
2
<PAGE> 6
Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the 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 1933 Act and will be governed by the
final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
Sanwa Bank California ("SBCL"), performs investment advisory services
for Registrant. SBCL is a wholly owned subsidiary of The Sanwa Bank
Limited, of Japan. Its principal offices are located at 601 South
Figueroa Street, Los Angeles, California 90017. Established in 1972,
SBCL provides a full range of personal and business banking services
through a network of more than 100 branches and offices statewide. SBCL
has approximately $1.45 billion of assets under management.
To the knowledge of Registrant, none of the directors or officers of
SBCL, except those set forth below, is or has been at any time during
the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature, except the certain
directors and officers of SBCL also hold positions with The Sanwa Bank
Limited, of Japan or its other subsidiaries.
Listed below are the directors and certain principal executive officers
of SBCL, their principal occupations and, for the prior two fiscal
years, any other business, profession, vocation, or employment of a
substantial nature engaged in by such directors and officers:
<TABLE>
<CAPTION>
NAME AND POSITION OTHER BUSINESS, PROFESSION, VOCATION, OR EMPLOYMENT
- ----------------- ---------------------------------------------------
<S> <C>
Teruyoshi Yasufuku Chairman of the Board, SBCL; Counselor, Sanwa Research Institute
Steven D. Broidy Director, SBCL; Vice Chairman and Chief Administrative Officer, City National Bank
Robert C. Cooke Director, SBCL
Robert C. Corteway Director, SBCL
Vilma Martinez Director, SBCL; Litigation Partner, Munger, Tolles & Olson
James M. Rosser, Ph.D. Director, SBCL; President, California State University at Los Angeles
</TABLE>
3
<PAGE> 7
Cynthia Ann Telles, Ph.D. Director, SBCL; Director, Spanish Speaking
Psychosocial Clinic, The Neuropsychiatric
Institute and Hospital Department of
Psychiatry and Behavioral Sciences, UCLA
School of Medicine
James C. Van Horne Director, SBCL; A.P. Gianniani Professor of
Finance at the Graduate School of Business
at Stanford University
Tamio Takakura President and Chief Executive Officer, SBCL
Kazuyoshi Kuwahata Vice Chairman & Chief Line Officer, SBCL
Howard N. Gould Vice Chairman & Chief Administrative Officer;
SBCL
ITEM 29. PRINCIPAL UNDERWRITER
(a) BISYS Fund Services acts as distributor and administrator for the
Registrant. BISYS Fund Services also distributes the securities of
American Performance Funds, AmSouth Mutual Funds, The ARCH Fund, Inc.,
BB&T Mutual Funds Groups, The Coventry Group, Empire Builder Tax Free
Bond Fund, First Choice Funds Trust, Fountain Square Funds, Hirtle
Callaghan Trust, HSBC Family of Funds, The Infinity Mutual Funds, Inc.,
Intrust Funds, The Kent Funds, Magna Funds, MarketWatch Funds, Meyers
Sheppard Investment Trust, Minerva Funds, MMA Praxis Mutual Funds, The
M.S.D. & T. Funds, Inc., Pacific Capital Funds, The Parkstone Group of
Funds, The Parkstone Advantage Funds, Pegasus Funds, Qualivest Funds,
The Republic Funds Trust, The Republic Advisors Funds Trust, The
Riverfront Funds, Inc., SBSF Funds, Inc. dba Key Mutual Funds, Sefton
Funds, The Sessions Group, Summit Investment Trust, The Time Horizon
Funds, Variable Insurance Funds, and The Victory Portfolios each of
which is a management investment company. The parent of BISYS Fund
Services, Inc. (the sole general partner of BISYS Fund Services) is The
BISYS Group, Inc.
(b) Partners of BISYS Fund Services as of the date of this Part C are
as follows:
Positions Positions and
Name and Principal Offices with The Offices with
Business Addresses Winsbury Company The Registrant
- ------------------ ---------------- --------------
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, NJ 07424
BISYS Fund Services, Inc. Sole General None
3435 Stelzer Road Partner
Columbus, OH 43219
4
<PAGE> 8
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
(1) Sanwa Bank California, 601 S. Figueroa Street, Los Angeles,
California 90017 (records relating to the Advisor's functions as
investment adviser).
(2) BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its functions as administrator,
distributor, transfer agent, and fund accountant).
(3) The Bank of New York, 90 Washington Street, New York, New York
10286 (records relating to its function as custodian).
(4) Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite
800 East, Washington, DC 20005 (the Registrant's Declaration
of Trust, By-Laws, and Minute Books).
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes to call a meeting of the shareholders for
the purpose of voting upon the question of removal of one or more
trustees when requested to do so by the holders of at least 10% of the
outstanding shares of Registrant and to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communication.
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.
Registrant hereby undertakes to file a post-effective amendment
including financial statements, which need not be audited, for each of
the Sanwa Prime Money Market Fund, the Sanwa U.S. Treasury Obligations
Fund, the Sanwa Investment Grade Bond Fund, the Sanwa Global Asset
Allocation Fund, and the Sanwa Equity Fund (each a "Fund"), within
four to six months of the commencement of that Fund's operations.
5
<PAGE> 9
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(b) under the Securities Act of 1933 and has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Washington, D.C., on the 20th day of
April, 1998.
Eureka Funds,
Registrant
By: /s/ LARRY LAYNE*
------------------------------
Larry Layne
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement of the Eureka Funds has been signed
below by the following persons in the capacities and on the dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/ LARRY LAYNE* Chairman of the Board April 20, 1998
- --------------------- and Trustee
Larry Layne
/s/ MASAKI HORIOKA* Trustee April 20, 1998
- ---------------------
Masaki Horioka
/s/ WALTER F. BERAN* Trustee April 20, 1998
- ---------------------
Walter F. Beran
/s/ DAVID L. BUELL* Trustee April 20, 1998
- ---------------------
David L. Buell
/s/ DONALD H. LIVINGSTONE* Trustee April 20, 1998
- ---------------------
Donald H. Livingstone
/s/ IRIMGA MCKAY* President April 20, 1998
- ---------------------
Irimga McKay
/s/ MARTIN R. DEAN* Treasurer April 20, 1998
- ---------------------
Martin R. Dean
*By: /s/ ALYSSA ALBERTELLI
-------------------------
Alyssa Albertelli
Attorney-in-fact, pursuant to Powers of Attorney filed herewith.
<PAGE> 10
POWER OF ATTORNEY
The undersigned, each being a Trustee of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Larry Layne Trustee October 21, 1997
- --------------------------
Larry Layne
/s/ Masaki Horioka Trustee October 21, 1997
- --------------------------
Masaki Horioka
/s/ Walter F. Beran Trustee October 21, 1997
- --------------------------
Walter F. Beran
/s/ David L. Buell Trustee October 21, 1997
- --------------------------
David L. Buell
/s/ Donald H. Livingstone Trustee October 21, 1997
- --------------------------
Donald H. Livingstone
<PAGE> 11
POWER OF ATTORNEY
The undersigned, being the President of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, her true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Irimga McKay President February 20, 1998
- -------------------
Irimga McKay
<PAGE> 12
POWER OF ATTORNEY
The undersigned, being the Treasurer of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Martin R. Dean Treasurer February 20, 1998
- -------------------
Martin R. Dean
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
(10) Opinion and Consent of Counsel as to legality of shares
being registered.
(11) (a) Consent of Ropes & Gray.
(b) Consent of Ernst & Young.
</TABLE>
<PAGE> 1
EXHIBIT 10
[ROPES & GRAY LETTERHEAD]
WRITER'S DIRECT DIAL NUMBER: (202) 626-3967
April 20, 1998
Eureka Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest of the Eureka Funds
(the "Trust"), as permitted by Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"). You propose to file a post-effective
amendment on Form N-1A (the "Post-Effective Amendment") to your Registration
Statement as required by Section 10(a)(3) with respect to certain units of
beneficial interest of the Trust ("Shares").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale of
the Shares have been duly authorized under Massachusetts law.
<PAGE> 2
Eureka Funds
April 20, 1998
Page 2
Upon the original issue and sale of the Shares and upon receipt of the
authorized consideration therefor in an amount not less than the net asset value
of the Shares established and in force at the time of their sale, the Shares
issued will be validly issued, fully paid and nonassessable.
The Eureka Funds is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Agreement and Declaration of Trust provides for
indemnification out of the property of a particular series of Shares for all
loss and expenses of any shareholder of that series held personally liable
solely by reason of his being or having been a shareholder. Thus, the risk of
shareholder liability is limited to circumstances in which that series of
Shares itself would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this opinion
with and as part of your Post-Effective Amendment.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
-2-
<PAGE> 1
EXHIBIT 11(a)
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and the references to our firm
under the caption "Legal Counsel" included in or made a part of Post-Effective
Amendment No. 2 to the Registration Statement of the Eureka Funds on Form N-1A
(File No. 333-32483) under the Securities Act of 1933, as amended.
/s/ Ropes & Gray
Washington, D.C.
April 20, 1998
<PAGE> 1
Exhibit 11(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent
Auditors" in the Statement of Additional Information and to the use of our
report dated September 30, 1997 in Post-Effective Amendment No. 2 to the
Registration Statement (Form N-1A File No. 333-32483) of the Eureka Funds.
/s/ Ernst & Young LLP
Columbus, Ohio
April 20, 1998
