<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 29, 1999
REAL ESTATE ASSOCIATES LIMITED IV
----------------------------------------------------
(Exact name of Registrant as specified in charter)
California 2-74063 95-3718731
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
----------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
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Page 1 of 3
<PAGE> 2
[REAL W]
ITEM 5. OTHER EVENTS.
The Registrant recently became aware through several of its limited
partners that an entity identified as Everest Management, LLC was apparently
conducting a tender offer for units in the Registrant pursuant to a "Commission
Free Offer to Purchase Limited Partnership Interests" dated April 29, 1999.
Registrant has no further information about this "Offer to Purchase" or Everest
Management, LLC. The Registrant's general partners, on behalf of the Registrant,
advised the limited partners by letter dated May 5, 1999 to consult with their
tax advisors about the tax consequences that could result from a sale of their
units. Copies of the "Offer to Purchase" and the Registrant's letter are
attached hereto as exhibits.
In addition, the Registrant recently became aware through several of its
limited partners that an entity identified as McDowell Foods, Inc., was
apparently conducting a tender offer for units in the Registrant pursuant to an
"Offer to Purchase Limited Partnership Interests for $77.00" dated May 10,
1999. Registrant has no further information about this "Offer to Purchase" or
McDowell Foods, Inc.
EXHIBITS
The following exhibits are attached to this Current Report and thereby made
a part thereof:
1. Copy of the Everest Management, LLC "Offer to Purchase" documents dated
April 29, 1999 as received from Registrant's limited partners.
2. Copy of Registrant's letter dated May 5, 1999 to its limited partners.
3. Copy of the McDowell Foods, Inc. "Offer to Purchase" documents dated May
10, 1999 as received from Registrant's limited partners.
Page 2 of 3
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: June 18, 1999
REAL ESTATE ASSOCIATES LIMITED IV
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ Bruce E. Nelson
------------------------------
ITS: President
------------------------
Page 3 of 3
<PAGE> 1
[EVEREST LETTERHEAD]
April 29, 1999
To the Holders of Limited Partnership Interests in
REAL ESTATES ASSOCIATES LTD. IV
RE: COMMISSION FREE OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS
Dear Investor:
We are offering to buy your limited partnership interests (the "Units") in
Real Estate Associates Ltd. IV (the "Partnership") for cash in the amount of $25
per Unit (less any cash distributions made to you by the Partnership after
March 15, 1999 and any transfer fees charged by the Partnership). Our offer
provides you with an opportunity to sell your Units now, without the costly
commissions (typically up to 8% with a minimum of $150-200) usually paid by the
seller in secondary market sales.
SINCE THE LAST OFFER OF WHICH WE ARE AWARE (FOR $338 PER UNIT), THE
PARTNERSHIP HAS MADE OVER $1,169.00 OF DISTRIBUTIONS, LEAVING THE PARTNERSHIP
WITH A GREATLY REDUCED AND UNCERTAIN VALUE. INVESTORS WHO ACCEPT OUR OFFER WILL
RECEIVE OVER $800 MORE FOR THEIR UNITS THAN THOSE WHO ACCEPTED THE HIGHEST
PRIOR OFFER, after accounting for such distribution.
THE PARTNERSHIP SOLD 20 OF ITS 29 INVESTMENTS TO CASDEN PROPERTIES, AN
AFFILIATE OF THE GENERAL PARTNER, AND DISTRIBUTED THE PROCEEDS FROM SUCH SALES.
ACCORDING TO PARTNERSHIP SPECTRUM, AN INDUSTRY PUBLICATION, "THE FACT THAT
CASDEN [PROPERTIES] CHOSE TO PURCHASE ONLY SELECT PROPERTIES ... MADE IT APPEAR
THAT CASDEN HAD "CHERRY-PICKED" THESE PARTNERSHIPS AND LEFT THEM WITH NOTHING
BUT JUNK PROPERTIES."
We are willing to risk that some of the remaining assets are not "junk
properties" and we will not be adversely affected by any future phantom income
from the Partnership. THERE IS NO CERTAINTY WHEN OR IF THE REMAINING PROPERTIES
WILL BE SOLD. After 17 years you may prefer to receive CASH NOW, rather than
waiting indefinitely for an uncertain liquidation.
You may wish to sell your illiquid Units for a number of other reasons,
including:
. ELIMINATION OF TROUBLESOME K-1'S AND FURTHER IRS AND STATE TAX FILING
REQUIREMENTS BEYOND THE 1999 TAX YEAR.
. Liquidity now. The Partnership was formed over 17 years ago.
. Elimination of large annual fees (usually $50-$70) for IRA or other
pension plan investors.
. Elimination of significant annual accounting fees (often over $100) to
include K-1 information in tax returns.
. ELIMINATION OF THE RISK OF PHANTOM INCOME (TAXABLE INCOME WITHOUT CASH)
FROM THE PARTNERSHIP.
<PAGE> 2
We are an investment company which buys units in dozens of under-performing
limited partnerships and ARE NOT AFFILIATED WITH THE PARTNERSHIP OR THE GENERAL
PARTNER. To date, Everest has purchased over $75 million of limited partnership
units from over 20,000 limited partners nationwide in over 250 limited
partnerships. This has made Everest a leading and reliable choice for limited
partnership investors seeking a time-efficient and cost-efficient liquidity
option, which generally does not otherwise exist.
Our offer is limited to only 475 (3.6%) of the 13,202 outstanding Units.
If we were to acquire more than this amount, the administrative costs of our
offer would become burdensome.
WE WILL ACCEPT FOR PURCHASE PROPERLY DOCUMENTED UNITS ON A "FIRST-RECEIVED,
FIRST-BUY" BASIS. You will be paid promptly following confirmation by the
Partnership of a valid transfer. We are seeking to acquire Units for investment
purposes only. We suggest that you contact your tax advisor to determine your
particular tax consequences from a sale. All tenders of Units will be
irrevocable and may not be rescinded or withdrawn.
AN AGREEMENT OF TRANSFER IS ENCLOSED WHICH YOU CAN USE TO ACCEPT OUR OFFER.
Please execute this document and return it (together with the original
Partnership certificate, if available) in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting our offer, since only
a limited number of Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JUNE 1, 1999.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
EVEREST MANAGEMENT, LLC
<PAGE> 3
INSTRUCTIONS
BENEFICIAL OWNER of Record Should:
1. Sign the Agreement.
2. Indicate the Number of Units Owned, if not correctly indicated in the bottom
right-hand corner.
3. Fill in Telephone Number, Social Security, or Tax ID Number.
4. Return the Agreement in the envelope provided.
If Owned JOINTLY:
1. Joint owner should sign, as well.
2. If joint owner is deceased and units have not been reregistered, owner
should send:
o A copy of the Death Certificate
If Units have been INHERITED or are owned by an ESTATE:
Executor should submit:
o A copy of the Death Certificate
o Letter of Testamentary or Will showing your beneficial ownership
or executor capacity.
If Units are held in an IRA ACCOUNT:
Beneficial Owner should sign; we will then work with the IRA Custodian
to complete the transfer. The funds will also be forwarded directly
into your IRA Account.
Include the Name of the IRA Custodian on the Agreement of Transfer.
If Units are held in a TRUST, PROFIT SHARING OR PENSION PLAN:
Please provide first, last, and other applicable pages of the Trust
Agreement showing authorized signatory.
If Units are held by a CORPORATION:
Corporate resolutions required showing authorized signatory.
IF AVAILABLE SEND IN THE ORIGINAL LIMITED PARTNER CERTIFICATE.
SIGNATURES DO NOT NEED TO BE NOTARIZED.
<PAGE> 4
AGREEMENT OF TRANSFER
REAL ESTATE ASSOCIATES LTD. IV
The undersigned (the "Seller") sells, and directs any custodian or trustee
to sell, to Everest Management, LLC, a California limited liability company, or
its nominee (the "Purchaser"), all of the Seller's interest in limited
partnership units (the "Units") in Real Estate Associates Ltd. IV, a California
limited partnership (the "Partnership") for $25 per Unit (which amount will be
reduced by any distributions made to Seller by the Partnership after March 15,
1999, and all transfer fees charged by the Partnership).
The Seller appoints the Purchaser (without posting of a bond) as the
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to transfer ownership of such Units on the
Partnership's books to the Purchaser, to change the address of record of such
Units prior to or after completion of such transfer, to execute and deliver
lost certificate indemnities and all other transfer documents, to direct any
custodian or trustee holding record title to the Units to do any of the
foregoing, including the execution and delivery of a copy of this Agreement of
Transfer, and upon payment by the Purchaser of the purchase price, to receive
all benefits, cash distributions, settlements and awards, endorse Partnership
checks payable to Seller and otherwise exercise all rights (including voting
rights) of beneficial ownership of such Units.
The Seller represents to the Purchaser that the Seller owns such Units and
has full authority to validly sell such Units to the Purchaser, and that when
any such Units are accepted for payment by the Purchaser, the Purchaser will
acquire unrestricted and unencumbered title thereto.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the Seller. THIS AGREEMENT IS IRREVOCABLE AND MAY NOT BE WITHDRAWN
OR RESCINDED. Payment by the Purchaser is conditioned upon confirmation of the
transfer of the Units to the Purchaser by the Partnership and determination by
the Purchaser that there has been no material adverse change in the assets,
value or financial condition of the Partnership.
The Seller also agrees to execute and deliver any additional documents
requested by the Purchaser to complete the purchase of such Units and to
deliver to the Purchaser all checks or distributions from the Partnership
received by the Seller after March 15, 1999, to the extent not deducted from
the price paid by the Purchaser. This Agreement of Transfer shall be
interpreted under and governed by the laws of the State of California.
The Seller certifies, under penalties of perjury, that (1) the number
shown below on this form as the Seller's Taxpayer Identification Number is
correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
<PAGE> 5
The Seller also certifies, under penalties of perjury, that the Seller, if
an individual, is not a nonresident alien for purposes of U.S. income taxation,
and if not an individual, is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations). The Seller understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
Upon completion and recording of the transfer of the Units to the
Purchaser, the Purchaser accepts all of the terms and conditions of the
Partnership Agreement, as amended. The Seller requests that the address for its
account immediately be changed to the Purchaser's address and that the
Purchaser become a substitute limited partner of the Partnership, and agrees
that the Partnership and its general partner shall have no liability to Seller
for completing the address change and transfer of the Units under this
Agreement of Transfer.
Date: , 1999
--------------
ALL
- ----------------- ---------------- -----------------------------------
[SPECIFY NUMBER OF UNITS YOU WISH [Signature of Owner]
TO SELL, IF LESS THAN ALL]
- -------------------------------------- -----------------------------------
[Your Telephone Number] [Signature of Co-Owner]
- -------------------------------------- ___________________________________
[Your Social Security or Taxpayer
ID Number] EVEREST MANAGEMENT, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
- --------------------------------------
[Name of IRA Custodian, if applicable] (800) 611-4613
FAX (626) 585-5929
Real Estate Associates Ltd. IV
___________________________________
ACCEPTED:
EVEREST MANAGEMENT, LLC
By: Everest Properties II, LLC, Manager
By:
-------------------------------
TOY FAMILY TRUST DATED 11/30/94 Its Authorized Representative
DAVID AND PATRICIA TOY, TTEES
2445 FEDERAL AVE.
LOS ANGELES CA 90064-2914
Number of units owned is subject to confirmation by the General Partner.
<PAGE> 1
May 5, 1999
RE: REAL ESTATE ASSOCIATES LIMITED IV
Dear Investor:
Several limited partners have called or written us to tell us that they
have received an unsolicited tender offer to buy their interests in Real Estate
Associates Limited IV ("REAL IV") from Everest Management LLC for $25 per
$5,000 unit. The buyers represent that these purchases would be for investment
purposes only.
While the General Partners are unable to value the interests because of a
lack of market for them, and therefore cannot comment on the fairness of
Everett Management LLC's offer. Limited partners should also be aware that a
sale of their interests in REAL IV would have tax consequences that should be
evaluated in consultation with each Limited Partner's own tax advisor.
Most of the Limited Partners have negative capital account balances with
respect to their interests in REAL IV. Our accountants tell us that on average,
the negative capital account balance for a $5,000 investor at the end of
December 1998 was approximately $1,600. This means that an investor who sold
his or her unit on December 31, 1998 would recognize gain from the sale of his
or her unit in an amount equal to approximately $1,625 (the $1,600 negative
account balance plus the $25 cash sales price). Our accountants advise that in
light of the substantial disposition gains reported in 1998, it is unlikely
that an investor would have any remaining REAL IV suspended passive losses
which might offset such gain. However, the gain could be offset by passive
losses which such investor may have from other sources. Unless a limited
partner has other suspended or current losses available, a substantial portion
of the gain would still be subject to tax liability.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF SUCH A SALE ON
YOUR OWN PARTICULAR SITUATION.
The Corporate General Partner urges each investor to carefully consider
the foregoing information before tendering his or her units to the tendering
buyer. Although the offer letter states that investors cannot withdraw units
which may already have been tendered, you should consult with your attorney to
determine if this requirement is enforceable should you wish to reconsider your
decision to tender.
Sincerely,
National Partnership Investments Corp
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
<PAGE> 1
McDOWELL FOODS, INC.
P.O. Box 38003
Pittsburgh, PA 15238
412-967-9890
May 10, 1999
To the Holders of Limited Partnership Interest in REAL ESTATE ASSOCIATES LTD IV
RE: Offer to Purchase Limited Partnership Interests For $77.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership interests
(the "Units") in Real Estate Associates Ltd IV (the "Partnership") for cash in
the amount of $77.00 per Unit (which amount will be reduced by any cash
distributions declared or paid by the Partnership after the date of this
letter). Our offer provides you with an opportunity to sell your Units NOW
without the commission costs (typically up to 10%) usually paid by the seller
in secondary market sales. All transfer costs and fees will be a reduction of
your sales proceeds.
In December 1998 this partnership sold a large part of their assets (20 local
partnerships) and you should have received a distribution of $1178 per unit.
This partnership now owns only 9 other local partnerships.
We believe that it is appropriate for investors to have financial choices. Our
offer gives you, the investor, the ability to make a decision about your
continued involvement with the Partnership. Please consider the following
points in evaluation our offer:
1. SIMPLIFIED TAX FILING. If you sell all your units to us, 1999 will be the
final year for which you still be obligated to file a K-1 for the
Partnership, with your tax return.
2. POTENTIAL TAX BENEFITS FROM THE SALES OF YOUR UNITS. You may be able to
realize a tax loss that would reduce your taxes for 1999.
3. ABILITY TO REDEPLOY SALE PROCEEDS INTO OTHER INVESTMENTS. The decision to
sell your Units for cash now would provide you with the ability to redeploy
your investment assets into potentially stronger and liquid investments.
Our offer is limited to purchasing a maximum of 610 of the 13202 outstanding
Limited Partner Units. Acquiring more than the maximum number of shares would
cause administrative cost to become burdensome.
You will be paid promptly following confirmation of a valid, properly executed
Agreement of Transfer and other required transfer documents. All tenders of
Units will be irrevocable after we notify you in writing we accept your units
and may not be rescinded or withdrawn.
We are real estate investors who are not affiliated with the Partnership or the
General Partners. The General Partners of the Partnership have not analyzed,
approved, endorsed or made any recommendation as to acceptance of the offer.
The purchase offer has been determined solely at the discretion of McDowell
Foods, Inc. and does not necessarily represent the true market value of each
unit. We are seeking to acquire Units for investments purposes only and not
with a view to their resale.
<PAGE> 2
An Agreement of Transfer is enclosed which you can use to accept our offer.
Please execute page 3 of this document, as well as the Power of Attorney,
obtain all other required signatures and return it in the enclosed envelope. In
addition, please sign the back of your Unit Certificate, if you have it in your
possession. Return the signed certificate in the enclosed envelope. We
encourage you to act immediately if you are interested in accepting our offer
as only 610 Units will be purchased. If more than the maximum shares are
offered to us, we will prorate our purchases ratably to all sellers.
Our offer will expire at 5:00pm on June 15, 1999, unless extended.
Please call Melanie McKellar at (412) 967-9890 if you have any questions.
Sincerely,
McDowell Foods, Inc.
<PAGE> 3
AGREEMENT of TRANSFER
For Limited Partnership Interests in
REAL ESTATE ASSOCIATES LTD. IV
Subject to and effective upon acceptance for payment, the undersigned
(the "Seller") hereby sells, assigns, transfers, conveys and delivers and
directs any custodian or trustee to sell, assign, transfer, convey and deliver
(the "Transfer") to McDowell Foods, Inc., a Missouri corporation (the
"Purchaser"), all of the Seller's right, title and interest in Units (the
"Units") of Real Estate Associates Ltd. IV (the "Partnership"), for $77.00 per
Unit, net of the transfer costs, to the Seller in cash, which amount shall be
reduced by any distributions declared or paid by the Partnership after January
1, 1999. The Seller may revoke this agreement by delivering written notice by
certified mail to Buyer before Buyer, in writing, accepts the units for payment.
Such Transfer shall include, without limitation, all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting
rights and other benefits of any nature whatsoever distributable or allocable
to such Units under the Partnership's Certificate and Agreement of Limited
Partnership, as amended (the "Partnership Agreement"). The Seller hereby
irrevocably constitutes and appoints the Purchaser as the true and lawful agent
and attorney-in-fact of the Seller with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or
act in such manner as any such attorney-in-fact shall, in its sole discretion,
deem proper with respect to such Units, to deliver such Units and transfer
ownership of such Units on the Partnership's books maintained by the General
Partner of the partnership, together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Purchaser of the
purchase price, to receive all benefits and cash distributions, ownership of
such Units. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney.
The Seller hereby represents and warrants, to the Purchaser that the
Seller owns such Units and has full power and authority to validly sell,
assign, transfer, convey and deliver such Units to the Purchaser, and that when
any such Units are accepted for payment by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of all
options, liens restrictions, charges, encumbrances, conditional sales agreements
or other obligations relating to the sale or transfer thereof, and such Units
will not be subject to any adverse claim. If the undersigned is signing on
behalf of the entity. The Seller further represents and warrants that the
Seller is a "United States person", as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, that the Seller does not own beneficially or of record more than
5% of the outstanding Units.
<PAGE> 4
Agreement of Transfer
Page 2
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
Upon request, the Seller will execute and deliver, and irrevocably directs
any custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
The Seller releases and discharges the General Partners, any IRA or KEOGH
Custodian, and their respective officers, shareholders, directors, employees
and agents from all causes of action, claims, or demands the Seller has or may
have against them resulting from their reliance on this Agreement of Transfer
or any of the terms and condition contained herein.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on the form and the Seller's Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purpose of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in
the Internal Revenue Code and Income Tax Regulations). The Seller understands
that this certification may be disclosed to the IRS by the Purchaser and that
any false statements contained herein could be punished by fine, imprisonment
or both.
<PAGE> 5
Agreement of Transfer
Page 3
Date ___________, 1999
- ------------------------------------- -------------------------------------
(Specify Number of Units Tendered: (Signature of Owner)
indicate "ALL" if Number Not
Available
--------------------------------------
(Place Medallion Guarantee Stamp Here
- ------------------------------------- -------------------------------------
(Your Telephone Number) (Signature of Co-Owner)
--------------------------------------
(Place Medallion Guarantee Stamp Here
- ------------------------------------- McDowell Foods, Inc.
(Your Social Security or Taxpayer P. O. Box 38003
ID Number) Pittsburgh, PA 15238
(412) 967-9890
FAX (412) 967-9950
- ------------------------------------- McDowell Foods, Inc.
(Name of IRA Custodian, if applicable)
By
------------------------------------
Its Authorized Representative
Note: All signatures on this agreement must be guaranteed by a member from a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or
agency in the United States which is a participant in the Security Transfer
Agent Medallion Program.
<PAGE> 6
POWER OF ATTORNEY/PROXY
In conjunction with the Assignor's (seller's) Assignment of Units dated as of
even date herewith, Seller irrevocably constitutes and appoints Melanie
McKellar and William Teel, or any of them, to be Seller's true and lawful
special attorneys-in-fact, with full power substitution to exercise in the
name, place and stead of Seller any and all rights, interest, powers, and
duties with respect to or arising out of the Seller's interest in:
REAL ESTATE ASSOCIATES LTD. IV
which Units have been assigned to McDowell Foods, Inc. (the "Buyer") pursuant
to the Agreement of Transfer. This Power of Attorney shall include with
limitation, (1) the right to execute on behalf of Seller, all assignments,
certificates, documents and instruments that may be required for the purpose of
transferring the Units owned by the Seller, (2) the right to vote the Units or
to require or receive any information or report with respect to the
partnerships' books and records, (3) the right to endorse and cash any check
made payable by the partnership to Seller on or after the date hereof, and (4)
the right, if the Units are held in an IRA account or pension account, to
contact the Seller's custodian and direct him to facilitate in the transfer of
the units from the Seller to Buyer Fund. This Power of Attorney is part of and
hereby incorporated in the application for transfer. This Power of Attorney
shall not be affected by the subsequent mental disability of the undersigned,
as principal, is revocable with written notice by certified mail received
before Buyer has, in writing, accepted the units for payment and coupled with
an interest, and Buyer shall not be required to post bond in any nature in
connection with this Power of Attorney. This Power of Attorney shall also serve
as a Letter of Authorization directing the Assignor's custodian(s) and
trustee(s) to sign any documents necessary to facilitate the transfer of the
units being assigned in conjunction with this Power of Attorney as required by
the herein named attorneys-in-fact.
________________________________ ____________________________________________
PRINT Assignor (Registered Name) PRINT Joint Assignor or Custodian/Trustee
________________________________ ____________________________________________
SIGNATURE of Assignor SIGNATURE Jnt. Assignor or Custodian/Trustee
DATE ____________, 199__ DATE ____________, 199__
Signature Medallion Guarantee Signature Medallion Guarantee
________________________________ ____________________________________________
