As filed with the Securities and Exchange Commission on June 29, 2000
Securities Act File No. 33-58979
Investment Company Act File No. 811-08875
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
----
Post-Effective Amendment No. 5 X
--- ---
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
---
Amendment No. 6
---
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
(Exact Name of Registrant as Specified in Charter)
Nori L. Gabert, Esq.
2929 Allen Parkway, Houston, Texas 77019
------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Are Code: (713)526-5251
------------------------------------------------------------------
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
--------------------------------------------------------------------
(Name and Address of Agent for Service)
---------------------------------------
Copy to:
David M. Leahy, Esq.
Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W. Washington, D.C. 20036
------------------------------------------------------
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) on ____________ pursuant to
paragraph (b) 60 days after filing pursuant to paragraph (a)(1) on ____________
pursuant to paragraph (a)(1) 75 days after filing pursuant to paragraph (a)(2)
on ____________ pursuant to paragraph (a)(2) of Rule 485
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
-----------------------------------------
Pursuant to Rule 414 under the Securities Act of 1933 (the "Securities
Act"), by this amendment to Registration Statement No. 33-58979/811-08875 on
Form N-1A of the Registrant, the North American Funds, a Massachusetts business
trust registered pursuant to the Securities Act and the Investment Company Act
of 1940, as amended, by Registration Statement No. 33-27958/811-5797 on Form
N-1A (the "Successor Trust"), hereby adopts the Registration Statement of the
Registrant under the Securities Act.
<PAGE>
The entire Registration Statement (File No. 33-58979) as filed with the
Commission on March 1, 2000, including Part A, Part B, Part C, and all other
documents contained therein, is hereby incorporated by reference in its
entirety, except for the cover page and the signature page. The purpose of this
filing is for the Successor Trust to hereby adopt the Registration Statement of
the Registrant pursuant to Rule 414 of the Securities Act.
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
SUPPLEMENT DATED MAY 12, 2000
TO THE PROSPECTUS DATED MARCH 1, 2000
(as supplemented through MARCH 27, 2000)
Class A and Class B Prospectus
The Board of Trustees (the "Board") of American General Series
Portfolio Company 2 ("American General Funds") has approved several actions
described below.
CONVERSIONS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the conversion of certain
American General Funds into corresponding series of the North American Funds, a
Massachusetts business trust (the "Conversions"). This proposal is intended to
integrate the North American and American General mutual fund families and
provide consistency and increased flexibility throughout the fund family. In
addition to this proposal, the Board reviewed an investment advisory agreement
for the American General Funds with American General Asset Management Corp.
("AGAM"), a newly acquired subsidiary of American General Corporation ("American
General"), and investment sub-advisory agreement with American General
Investment Management, L.P. ("AGIM"), a subsidiary of American General which
currently serves as investment sub-adviser to certain of the American General
Funds and recommended that shareholders approve such agreements. The Board
approved increasing the annual Rule 12b-1 distribution fee to 0.35% from 0.25%
for Class A Shares for each Fund involved in the Conversions except Growth
Lifestyle Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle
Fund and Municipal Money Market Fund. Each of these proposals is subject to
shareholder approval. The proposed Conversions are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Small Cap Index Fund Small Cap Index Fund
Socially Responsible Fund Socially Responsible Fund
High Yield Bond Fund High Yield Bond Fund
Growth Lifestyle Fund Aggressive Growth Lifestyle Fund
Moderate Growth Lifestyle Fund Moderate Growth Lifestyle Fund
Conservative Growth Lifestyle Fund Conservative Growth Lifestyle Fund
Municipal Money Market Fund Municipal Money Market Fund
Science & Technology Fund Science & Technology Fund
Each American General Fund's investment objective and policies will not
change as a result of the Conversion. The terms of the investment advisory
agreement between each American General Fund and AGAM and the investment
sub-advisory agreement with AGIM are similar to the Funds' current investment
advisory agreements. The investment advisory fee under the new investment
advisory agreement with AGAM will increase in the case of the High Yield Bond
Fund and the Socially Responsible Fund and decrease in the case of the Municipal
Money Market Fund. Except for the expense ratios of the Class A Shares of the
Science & Technology Fund and the Class B shares of the High Yield Bond Fund,
the gross expense ratios of the Funds after the Conversions will be lower than
their current expense ratios.
MERGERS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the mergers of certain
American General Funds into certain North American Funds (the "Mergers"). This
proposal generally offers shareholders the opportunity to pursue a similar
investment objective in a larger fund, which should offer economies of scale and
opportunities for greater diversification of risk and should result in lower
fund operating expenses than the current expenses (absent fee waivers and
expense reimbursement) of the American General Funds. As a result of each
proposed Merger, the annual Rule 12b-1 distribution and service fee for Class A
shares will increase to 0.35% from 0.25% for each Fund except Growth Lifestyle
Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle Fund and
Municipal Bond Fund.
The North American Funds have investment objectives and policies that
are generally similar to the corresponding American General Fund. The proposed
Mergers are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Large Cap Growth Fund Large Cap Growth Fund
Mid Cap Growth Fund Mid Cap Growth Fund
Small Cap Growth Fund Small Cap Growth Fund
Large Cap Value Fund Growth & Income Fund
Mid Cap Value Fund Mid Cap Value Fund
Stock Index Fund Stock Index Fund
Balanced Fund Balanced Fund
International Growth Fund International Equity Fund
International Value Fund International Equity Fund
Core Bond Fund Core Bond Fund
Domestic Bond Fund Core Bond Fund
Strategic Bond Fund Strategic Income Fund
Municipal Bond Fund Municipal Bond Fund
Money Market Fund Money Market Fund
The Board established the close of business of May 12, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the shareholder meeting on the proposals described above. The
shareholder meeting is scheduled for June 22, 2000, and if approved by the
shareholders, the Conversions and the Mergers of the American General Funds and
the North American Funds would become effective in mid-to-late summer.
Insert the following paragraph at the top of page 36 below "Mid Cap Index Fund"
and below "Small Cap Value Fund" in the middle of page 57:
The Board of Trustees of American General Series Portfolio Company 2 unanimously
agreed to liquidate the American General Mid Cap Index Fund ("Mid Cap") and the
American General Small Cap Value Fund ("Small Cap") as of June 30, 2000.
As a result, as of April 25, 2000 Mid Cap and Small Cap will no longer be
accepting new investments. Mid Cap and Small Cap will also prohibit purchases by
exchange after 60 days. Shareholders may continue to make redemptions as
desired.
Insert the following on page 81, below "When the CDSC will be waived":
o Redemptions pursuant to a Board-approved liquidation plan for an American
General Fund.
This supplement supersedes all previous supplements.
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
SUPPLEMENT DATED MAY 12, 2000
TO THE PROSPECTUS DATED MARCH 1, 2000
(as supplemented through MARCH 7, 2000)
Institutional Class I and Class II Prospectus
The Board of Trustees (the "Board") of American General Series
Portfolio Company 2 ("American General Funds") has approved several actions
described below.
CONVERSIONS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the conversion of certain
American General Funds into corresponding series of the North American Funds, a
Massachusetts business trust (the "Conversions"). This proposal is intended to
integrate the North American and American General mutual fund families and
provide consistency and increased flexibility throughout the fund family. In
addition to this proposal, the Board reviewed an investment advisory agreement
for the American General Funds with American General Asset Management
Corp.("AGAM"), a newly acquired subsidiary of American General
Corporation("American General"), and investment sub-advisory agreement with
American General Investment Management, L.P. ("AGIM"), a subsidiary of American
General which currently serves as investment sub-adviser to certain of the
American General Funds and recommended that shareholders approve such
agreements. The Board approved increasing the annual Rule 12b-1 distribution fee
to 0.35% from 0.25% for Class A Shares for each Fund involved in the Conversions
except Growth Lifestyle Fund, Moderate Growth Lifestyle Fund, Conservative
Growth Lifestyle Fund and Municipal Money Market Fund. Each of these proposals
is subject to shareholder approval. The proposed Conversions are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Small Cap Index Fund Small Cap Index Fund
Socially Responsible Fund Socially Responsible Fund
High Yield Bond Fund High Yield Bond Fund
Growth Lifestyle Fund Aggressive Growth Lifestyle Fund
Moderate Growth Lifestyle Fund Moderate Growth Lifestyle Fund
Conservative Growth Lifestyle fund Conservative Growth Lifestyle fund
Municipal Money Market Fund Municipal Money Market Fund
Science & Technology Fund Science & Technology Fund
Each American General Fund's investment objective and policies will not
change as a result of the Conversion. The terms of the investment advisory
agreement between each American General Fund and AGAM and the investment
sub-advisory agreement with AGIM are similar to the Funds' current investment
advisory agreements. The investment advisory fee under the new investment
advisory agreement with AGAM will increase in the case of the High Yield Bond
Fund and the Socially Responsible Fund and decrease in the case of the Municipal
Money Market Fund. Except for the expense ratios of the Class A Shares of the
Science & Technology Fund and the Class B shares of the High Yield Bond Fund,
the gross expense ratios of the Funds after the Conversions will be lower than
their current expense ratios.
MERGERS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the mergers of certain
American General Funds into certain North American Funds (the "Mergers"). This
proposal generally offers shareholders the opportunity to pursue a similar
investment objective in a larger fund, which should offer economies of scale and
opportunities for greater diversification of risk and should result in lower
fund operating expenses than the current expenses (absent fee waivers and
expense reimbursement) of the American General Funds. As a result of each
proposed Merger, the annual Rule 12b-1 distribution and service fee for Class A
shares will increase to 0.35% from 0.25% for each Fund except Growth Lifestyle
Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle Fund and
Municipal Bond Fund.
The North American Funds have investment objectives and policies that
are generally similar to the corresponding American General Fund. The proposed
Mergers are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Large Cap Growth Fund Large Cap Growth Fund
Mid Cap Growth Fund Mid Cap Growth Fund
Small Cap Growth Fund Small Cap Growth Fund
Large Cap Value Fund Growth & Income Fund
Mid Cap Value Fund Mid Cap Value Fund
Stock Index Fund Stock Index Fund
Balanced Fund Balanced Fund
International Growth Fund International Equity Fund
International Value Fund International Equity Fund
Core Bond Fund Core Bond Fund
Domestic Bond Fund Core Bond Fund
Strategic Bond Fund Strategic Income Fund
Municipal Bond Fund Municipal Bond Fund
Money Market Fund Money Market Fund
The Board established the close of business of May 12, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the shareholder meeting on the proposals described above. The
shareholder meeting is scheduled for June 22, 2000, and if approved by the
shareholders, the Conversions and the Mergers of the American General Funds and
the North American Funds would become effective in mid-to-late summer.
Insert the following paragraph at the top of page 36 below "Mid Cap Index Fund"
and below "Small Cap Value Fund" in the middle of page 57:
The Board of Trustees of American General Series Portfolio Company 2 unanimously
agreed to liquidate the American General Small Cap Value Fund("Small Cap") as of
June 30, 2000.
As a result, as of April 25, 2000 Small Cap will no longer be accepting new
investments. Small Cap will also prohibit purchases by exchange after 60 days.
Shareholders may continue to make redemptions as desired.
Insert the following on page 81, below "When the CDSC will be waived":
o Redemptions pursuant to a Board-approved liquidation plan for an American
General Fund.
This supplement supersedes all previous supplements.
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
SCIENCE & TECHNOLOGY FUND
SUPPLEMENT DATED MAY 15, 2000
TO THE PROSPECTUS DATED MARCH 1, 2000
(as supplemented through MARCH 27, 2000)
Class A and Class B Prospectus
The Board of Trustees (the "Board") of American General Series
Portfolio Company 2 ("American General Funds") has approved several actions
described below.
CONVERSIONS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the conversion of certain
American General Funds into corresponding series of the North American Funds, a
Massachusetts business trust (the "Conversions"). This proposal is intended to
integrate the North American and American General mutual fund families and
provide consistency and increased flexibility throughout the fund family. In
addition to this proposal, the Board reviewed an investment advisory agreement
for the American General Funds with American General Asset Management Corp.
("AGAM"), a newly acquired subsidiary of American General Corporation ("American
General"), and investment sub-advisory agreement with American General
Investment Management, L.P. ("AGIM"), a subsidiary of American General which
currently serves as investment sub-adviser to certain of the American General
Funds and recommended that shareholders approve such agreements. The Board
approved increasing the annual Rule 12b-1 distribution fee to 0.35% from 0.25%
for Class A Shares for each Fund involved in the Conversions except Growth
Lifestyle Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle
Fund and Municipal Money Market Fund. Each of these proposals is subject to
shareholder approval. The proposed Conversions are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Small Cap Index Fund Small Cap Index Fund
Socially Responsible Fund Socially Responsible Fund
High Yield Bond Fund High Yield Bond Fund
Growth Lifestyle Fund Aggressive Growth Lifestyle Fund
Moderate Growth Lifestyle Fund Moderate Growth Lifestyle Fund
Conservative Growth Lifestyle Fund Conservative Growth Lifestyle Fund
Municipal Money Market Fund Municipal Money Market Fund
Science & Technology Fund Science & Technology Fund
-------------------------------------------------------------------------------
Each American General Fund's investment objective and policies will not
change as a result of the Conversion. The terms of the investment advisory
agreement between each American General Fund and AGAM and the investment
sub-advisory agreement with AGIM are similar to the Funds' current investment
advisory agreements. The investment advisory fee under the new investment
advisory agreement with AGAM will increase in the case of the High Yield Bond
Fund and the Socially Responsible Fund and decrease in the case of the Municipal
Money Market Fund. Except for the expense ratios of the Class A Shares of the
Science & Technology Fund and the Class B shares of the High Yield Bond Fund,
the gross expense ratios of the Funds after the Conversions will be lower than
their current expense ratios.
MERGERS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the mergers of certain
American General Funds into certain North American Funds (the "Mergers"). This
proposal generally offers shareholders the opportunity to pursue a similar
investment objective in a larger fund, which should offer economies of scale and
opportunities for greater diversification of risk and should result in lower
fund operating expenses than the current expenses (absent fee waivers and
expense reimbursement) of the American General Funds. As a result of each
proposed Merger, the annual Rule 12b-1 distribution and service fee for Class A
shares will increase to 0.35% from 0.25% for each Fund except Growth Lifestyle
Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle Fund and
Municipal Bond Fund.
The North American Funds have investment objectives and policies that
are generally similar to the corresponding American General Fund. The proposed
Mergers are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Large Cap Growth Fund Large Cap Growth Fund
Mid Cap Growth Fund Mid Cap Growth Fund
Small Cap Growth Fund Small Cap Growth Fund
Large Cap Value Fund Growth & Income Fund
Mid Cap Value Fund Mid Cap Value Fund
Stock Index Fund Stock Index Fund
Balanced Fund Balanced Fund
International Growth Fund International Equity Fund
International Value Fund International Equity Fund
Core Bond Fund Core Bond Fund
Domestic Bond Fund Core Bond Fund
Strategic Bond Fund Strategic Income Fund
Municipal Bond Fund Municipal Bond Fund
Money Market Fund Money Market Fund
The Board established the close of business of May 12, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the shareholder meeting on the proposals described above. The
shareholder meeting is scheduled for June 22, 2000, and if approved by the
shareholders, the Conversions and the Mergers of the American General Funds and
the North American Funds would become effective in mid-to-late summer.
This supplement supersedes all previous supplements.
<PAGE>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
SCIENCE & TECHNOLOGY FUND
SUPPLEMENT DATED MAY 15, 2000
TO THE PROSPECTUS DATED MARCH 1, 2000
Institutional Class I Prospectus
The Board of Trustees (the "Board") of American General Series
Portfolio Company 2 ("American General Funds") has approved several actions
described below.
CONVERSIONS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the conversion of certain
American General Funds into corresponding series of the North American Funds, a
Massachusetts business trust (the "Conversions"). This proposal is intended to
integrate the North American and American General mutual fund families and
provide consistency and increased flexibility throughout the fund family. In
addition to this proposal, the Board reviewed an investment advisory agreement
for the American General Funds with American General Asset Management Corp.
("AGAM"), a newly acquired subsidiary of American General Corporation ("American
General"), and investment sub-advisory agreement with American General
Investment Management, L.P. ("AGIM"), a subsidiary of American General which
currently serves as investment sub-adviser to certain of the American General
Funds and recommended that shareholders approve such agreements. The Board
approved increasing the annual Rule 12b-1 distribution fee to 0.35% from 0.25%
for Class A Shares for each Fund involved in the Conversions except Growth
Lifestyle Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle
Fund and Municipal Money Market Fund. Each of these proposals is subject to
shareholder approval. The proposed Conversions are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Small Cap Index Fund Small Cap Index Fund
Socially Responsible Fund Socially Responsible Fund
High Yield Bond Fund High Yield Bond Fund
Growth Lifestyle Fund Aggressive Growth Lifestyle Fund
Moderate Growth Lifestyle Fund Moderate Growth Lifestyle Fund
Conservative Growth Lifestyle Fund Conservative Growth Lifestyle Fund
Municipal Money Market Fund Municipal Money Market Fund
Science & Technology Fund Science & Technology Fund
Each American General Fund's investment objective and policies will not
change as a result of the Conversion. The terms of the investment advisory
agreement between each American General Fund and AGAM and the investment
sub-advisory agreement with AGIM are similar to the Funds' current investment
advisory agreements. The investment advisory fee under the new investment
advisory agreement with AGAM will increase in the case of the High Yield Bond
Fund and the Socially Responsible Fund and decrease in the case of the Municipal
Money Market Fund. Except for the expense ratios of the Class A Shares of the
Science & Technology Fund and the Class B shares of the High Yield Bond Fund,
the gross expense ratios of the Funds after the Conversions will be lower than
their current expense ratios.
MERGERS OF CERTAIN AMERICAN GENERAL FUNDS
The Board approved a proposal relating to the mergers of certain
American General Funds into certain North American Funds (the "Mergers"). This
proposal generally offers shareholders the opportunity to pursue a similar
investment objective in a larger fund, which should offer economies of scale and
opportunities for greater diversification of risk and should result in lower
fund operating expenses than the current expenses (absent fee waivers and
expense reimbursement) of the American General Funds. As a result of each
proposed Merger, the annual Rule 12b-1 distribution and service fee for Class A
shares will increase to 0.35% from 0.25% for each Fund except Growth Lifestyle
Fund, Moderate Growth Lifestyle Fund, Conservative Growth Lifestyle Fund and
Municipal Bond Fund.
The North American Funds have investment objectives and policies that are
generally similar to the corresponding American General Fund. The proposed
Mergers are noted below.
AMERICAN GENERAL FUND NORTH AMERICAN FUND
Large Cap Growth Fund Large Cap Growth Fund
Mid Cap Growth Fund Mid Cap Growth Fund
Small Cap Growth Fund Small Cap Growth Fund
Large Cap Value Fund Growth & Income Fund
Mid Cap Value Fund Mid Cap Value Fund
Stock Index Fund Stock Index Fund
Balanced Fund Balanced Fund
International Growth Fund International Equity Fund
International Value Fund International Equity Fund
Core Bond Fund Core Bond Fund
Domestic Bond Fund Core Bond Fund
Strategic Bond Fund Strategic Income Fund
Municipal Bond Fund Municipal Bond Fund
Money Market Fund Money Market Fund
The Board established the close of business of May 12, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the shareholder meeting on the proposals described above. The
shareholder meeting is scheduled for June 22, 2000, and if approved by the
shareholders, the Conversions and the Mergers of the American General Funds and
the North American Funds would become effective in mid-to-late summer.
This supplement supersedes all previous supplements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, American General Series Portfolio Company
2, certifies that it meets all of the requirements for effectiveness of this
Registration Statement under Rule 485(b) under the Securities Act and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Houston, and State of Texas, on the
28th day of June, 2000.
AMERICAN GENERAL SERIES
PORTFOLIO COMPANY 2
By: *
-
Alice T. Kane
Chairman of the Board of Trustees
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
*____________________ Chairman of the Board of
Alice T. Kane Trustees
*___________________ Trustee
Kent E. Barrett
*____________________ Trustee
Judith Craven
*____________________ Trustee
Timothy J. Ebner
*____________________ Trustee
Gustavo E. Gonzales, Jr.
*____________________ Trustee
Norman Hackerman
*___________________ Trustee
John Wm. Lancaster
*____________________ Trustee
Ben H. Love
*____________________ Trustee
John E. Maupin, Jr.
*____________________ Trustee
F. Robert Paulsen
/s/ Gregory R. Seward Treasurer
---------------------
Gregory R. Seward
*By: /s/ David M. Leahy June 28, 2000
David M. Leahy
Attorney-in-Fact
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Successor Trust, in the City of Boston and
State of Massachusetts on the 28th day of June, 2000.
NORTH AMERICAN FUNDS
By: *
-
Alice T. Kane
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
* Chairman; Trustee; President and
--------------------------------------
Alice T. Kane Principal Executive Officer
* Trustee
Judith L. Craven
* Trustee
William F. Devin
* Trustee
Timothy J. Ebner
* Trustee
---------------------------------------------
Gustavo E. Gonzales, Jr.
* Trustee
---------------------------------------------
Joseph T. Grause, Jr.
* Trustee
Kenneth J. Lavery
* Trustee
Ben H. Love
Trustee
---------------------------------------------
John E. Maupin, Jr.
* Treasurer; Principal Financial
--------------------------------------------- and Accounting Officer
Thomas J. Brown
*By:/s/ John I. Fitzgerald
John I. Fitzgerald June 28, 2000
Attorney-in-fact
</TABLE>
