EXHIBIT (11)(b)
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
June 30, 2000
We hereby consent to the use of our legal opinion regarding the legality of
issuance of shares and other matters filed as Exhibit (10) of Post-Effective
Amendment No. 32 to the Registrant's Registration Statement on Form N-1A filed
on July 24, 1996, which opinion is incorporated by reference as an exhibit to
this Registration Statement on Form N-14. In giving such permission, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
