<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 31, 1995.
File Nos. 2-28719
and 811-1633
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. 43 X
--- ---
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 23 X
--- ---
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
(Exact name of Registrant as specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(617) 338-3200
Rosemary D. Van Antwerp, Esq., 200 Berkeley Street, Boston,
MA 02116-5034
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
X immediately upon filing pursuant to paragraph (b) of Rule 485
- --- on (date) pursuant to paragraph (b) of Rule 485
- --- 60 days after filing pursuant to paragraph (a)(i) of Rule 485
- --- on (date) pursuant to paragraph (a)(i) of Rule 485
- --- 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
- --- on (date) pursuant to paragraph (a)(ii) of Rule 485
The Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for Registrant's last fiscal
year was filed November 29, 1994.
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 43
to
REGISTRATION STATEMENT
This Post-Effective Amendment No. 43 to Registration Statement No.
2-28719/811-1633 consists of the following pages, items of information, and
documents:
The Facing Sheet
The Contents Page
The Cross-Reference Sheet
PART A
Prospectus
(Filed as Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
PART B
Statement of Additional Information
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
PART C
PART C - OTHER INFORMATION - ITEM 24(a) and (b)
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
Financial Statements
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is imcorporated by reference herein.)
Independent Auditors' Report
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-8719/811-1633 and is incorporated by reference herein.)
Listing of Exhibits
<PAGE>
(Contents Page continued)
PART C - OTHER INFORMATION - ITEMS 25-32 - AND SIGNATURE PAGES
Number of Holders of Securities
Indemnification
Business and Other Connections
Principal Underwriter
Location of Accounts and Records
Signatures
Exhibits (including Powers of Attorney)
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
Cross-Reference Sheet pursuant to Rules 404 and 495 under the Securities Act of
1933.
Items in
Part A of
Form N-1A Prospectus Caption
(Filed with Post-Effective Amendment No. 40 to Registration
Statement No. 2-28719/811-1633 and is incorporated by reference
herein.)
1 Cover Page
2 Fee Table
3 Financial Highlights
4 Cover Page
The Fund
Investment Objective and Policies
Investment Restrictions
Risk Factors
5 Fund Management and Expenses
Additional Information
5A Not Applicable
6 The Fund
Dividends and Taxes
Fund Shares
Pricing Shares
7 How to Buy Shares
Distribution Plan
Shareholder Services
8 How to Redeem Shares
9 Not Applicable
Items in
Part B of
Form N-1A Statement of Additional Information Caption
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
10 Cover Page
11 Table of Contents
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
Cross-Reference Sheet (continued).
Items in
Part B of
Form N-1A Statement of Additional Information Caption
(Filed with Post-Effective Amendment No. 40 to Registration
Statement No. 2-28719/811-1633 and is incorporated by reference
herein.)
12 Not Applicable
13 The Fund
Investment Policies
Investment Methods
Investment Restrictions
Brokerage
Appendix
14 Directors and Officers
15 Additional Information
16 Investment Adviser
Sub-Adviser
Principal Underwriter
Distribution PlanS
Sales Charges
Additional Information
17 Brokerage
18 The Fund
Capital Stock
19 Distribution PlanS
20 Dividends and Taxes
21 Principal Underwriter
22 Standardized Total Return and Yield Quotations
23 Financial Statements
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
PART A
PROSPECTUS
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
PART B
STATEMENT OF ADDITIONAL INFORMATION
(Filed with Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 and is incorporated by reference herein.)
<PAGE>
KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Item 24(a). Financial Statements
All financial statements listed below are included in Registrant's Statement of
Additional Information, which was filed with Post-Effective Amendment No. 40 to
Registration Statement No. 2-28719/811-1633 and is incorporated by reference
herein.
Schedule of Investments September 30, 1994
Financial Highlights (All Classes) For fiscal years ended September
30, 1985 through September 30,
1994
Statement of Assets and Liabilities September 30, 1994
Statement of Operations Year ended
September 30, 1994
Statements of Changes in Net Assets Two years ended
September 30, 1994
Notes to Financial Statements
Independent Auditors' Report
dated November 4, 1994
All other schedules are omitted as the required information is inapplicable.
<PAGE>
(24)(b) Exhibits
(1) A copy of Registrant's form of Certificate of Incorporation
was filed with Post-Effective Amendment No. 27 to Registration
Statement No. 2-28719/811-1633 as Exhibit 24(b)(1) and is
incorporated by reference herein.
(2) A copy of the Form of Registrant's By-Laws was filed with
Post-Effective Amendment No. 28 to Registration Statement No.
2-28719/811-1633 as Exhibit 24(b)(2) and is incorporated by
reference herein. AN Amendment to the Fund's By-Laws was filed
with Post-Effective Amendment No. 34 to Registration Statement
No. 2-28719/811-1633 and is incorporated by reference herein.
(3) Not applicable.
(4) A copy of the form of share certificate evidencing
Registrant's Common Stock was filed with Post-Effective
Amendment No. 27 to Registration Statement No.
2-28719/811-1633 as Exhibit 24(b)(4) and is incorporated by
reference herein.
(5) (A) A copy of the form of Investment Advisory and Management
Agreement between the Registrant and Keystone Custodian Funds,
Inc. (now Keystone Investment Management Company) was filed
with Post-Effective Amendment No. 41 to Registration Statement
2-28719/811-1633 as Exhibit 24 (b) (5) (A) and is incorporated
by reference herein.
(B) A copy of the form of SubInvestment Advisory Agreement between
Keystone Investment Management Company (formerly Keystone
Custodian Funds, Inc.) and J.M. Hartwell Limited Partnership
was filed with Post-Effective Amendment No. 41 to Registration
Statement 2-28719/811-1633 as Exhibit 24 (b) (5) (B) and is
incorporated by reference herein.
(6) (A) A copy of the form of Principal Underwriting Agreement between
the Registrant and Keystone Distributors, Inc. (now Keystone
Investment Distributors Company) was filed with Post-Effective
Amendment No. 38 to Registration Statement No.
2-28719/811-1633 as Exhibit 24(b)(6)(A) and is incorporated by
reference herein.
(B) A copy of the form of Dealer Agreement used by Keystone
Distributors, Inc. (now Keystone Investment Distributors
Company) was filed with Post-Effective Amendment No. 35 to
Registration Statement No. 2-28719/ 811-1633 for Keystone
America Hartwell Emerging Growth Fund, Inc. as Exhibit 24 (b)
(6) (B) and is incorporated by reference herein.
(7) Not applicable.
<PAGE>
Item 24(b) Exhibits (continued).
(8) A copy of the form of Registrant's Custodian, Fund Accounting
and Recordkeeping Agreement with State Street Bank and Trust
Company was filed with Post-Effective Amendment No. 34 to
Registration Statement No. 2-28719/811-1633 as Exhibit
24(b)(8) and is incorporated by reference herein.
(9) Not applicable.
(10) An opinion and consent of counsel as to the legality of
securities registered was filed with Registrant's Rule 24f-2
Notice on November 29, 1994 as Exhibit 24(b)(10) and are
incorporated by reference herein.
(11) A consent as to the use of the Independent Auditors' Report is
filed was filed with Post-Effective Amendment No. 40 to
Registration Statement No. 2-28719/811-1633 for Keystone
America Hartwell Emerging Growth Fund, Inc. as Exhibit
24(b)(11) and is incorporated by reference herein.
(12) Not applicable.
(13) Not applicable.
(14) Copies of model plans used in the establishment of retirement
plans in connection with which Registrant offers its
securities were filed with Post-Effective Amendment No. 66 to
Registration Statement No. 2-10527/811-96 for Keystone
Balanced Fund (K-1) as Exhibit 24(b)(14) and are incorporated
by reference herein.
(15) A copy of the form of Registrant's existing Rule 12b-1
Distribution Plan was filed with Registrant's Post- Effective
Amendment No. 33 to Registration Statement No.
2-28719/811-1633 as Exhibit 24(b)(15) and is incorporated by
reference herein. A copy of the form of Registrant's Class B/C
Distribution Plan was filed with Post-Effective Amendment No.
37 to Registration Statement No. 2-28719/811-1633 as Exhibit
24(b)(15) and is incorporated by reference herein. A copy of
the form of Registrant's Class B Distribution Plan was filed
with Post-Effective Amendment No. 38 to Registration Statement
No. 2- 28719/811-1633 as Exhibit 24(b)(15) and is incorporated
by reference herein.
(16) Schedules for computation of total return were filed with
Post-Effective Amendment No. 40 to Registration Statement No.
2-28719/811-1633 for Keystone America Hartwell Emerging Growth
Fund, Inc. as Exhibit 24(b)(6) and are incorporated by
reference herein.
<PAGE>
Item 24(b) Exhibits (continued).
(17) A financial data schedule is filed herewith as Exhibit 27.
(18) A copy of the form of Registrant's Multiple Class Plan is
filed herewith.
(19) Powers of Attorney are filed herewith.
<PAGE>
Item 25. Persons Controlled by or under Common Control with
Registrant
Not applicable.
Item 26. Number of Holders of Securities
Number of Record
Title of Class Holders as of April 28, 1995
Shares of $1.00 Class A - 9,678
par value Class B - 648
Class C - 212
Item 27. Indemnification
Provisions for the indemnification of the Fund's Directors and officers
are contained in Article XI of the Registrant's Form of By-Laws, a copy of which
was filed with Post-Effective Amendment No. 31 to Registration Statement No.
2-28719/811-1633 as Exhibit 24(b)(2) and is incorporated by reference herein.
Provisions for the indemnification of Keystone Distributors, Inc. (now
Keystone Investment Distributors Company), the Registrant's principal
underwriter, are contained in Section 9 of the Principal Underwriting Agreement
between the Registrant and Keystone Investment Distributors Company, a copy of
which was filed with Post-Effective Amendment No. 38 to Registration Statement
No. 2-28719/811-1633 and is incorporated by reference herein.
Provisions for the indemnification of Keystone Custodian Funds, Inc.
(now Keystone Investment Management Company) and J.M. Hartwell Limited
Partnership, Registrant's investment adviser and subadviser, respectively, are
contained in Section 5 of the Investment Advisory and Management Agreement
between Registrant and Keystone Investment Management Company and Section 4 of
the SubInvestment Advisory Agreement between Keystone Investment Management
Company and J.M. Hartwell Limited Partnership, forms of which were filed with
Post-Effective Amendment No. 41 to Registration Statement No. 2-28719/811-1633
and are incorporated by reference herein.
<PAGE>
Item 28. Businesses and Other Connections of Investment Advisers
Filed with Post-Effective Amendment No. 40 to Registration Statement
No. 2-28719/811-1633 and is incorporated by reference herein.
Item 29. Principal Underwriter
(a) Keystone Investment Distributors Company, which acts as Registrant's
principal underwriter, also acts as principal underwriter for the
following entities:
Keystone Hartwell Growth Fund
Keystone Quality Fund (B-1)
Keystone Diversified Bond Fund (B-2)
Keystone High Income Bond Fund (B-4)
Keystone Balanced Fund (K-1)
Keystone Strategic Growth Fund (K-2)
Keystone Growth and Income Fund (S-1)
Keystone Mid-Cap Growth Fund (S-3)
Keystone Small Company Growth Fund (S-4)
Keystone Capital Preservation and Income Fund
Keystone Fund for Total Return
Keystone Global Opportunities Fund
Keystone Government Securities Fund
Keystone Intermediate Term Bond Fund
Keystone America Omega Fund, Inc.
Keystone State Tax Free Fund
Keystone State Tax Free Fund - Series II
Keystone Strategic Income Fund
Keystone Tax Free Income Fund
Keystone World Bond Fund
Keystone Fund of the Americas
Keystone International Fund Inc.
Keystone Liquid Trust
Keystone Precious Metals Holdings, Inc.
Keystone Strategic Development Fund
Keystone Tax Exempt Trust
Keystone Tax Free Fund
Master Reserves Trust
(b) Information with respect to each director and officer of Registrant's
acting principal underwriter was filed with Post-Effective Amendment
No. 40 to Registration Statement No. 2-28719/811-1633 and is
incorporated by reference herein.
Item 29(c). - Not applicable
<PAGE>
Item 30. Location of Accounts and Records
200 Berkeley Street
Boston, Massachusetts 02116-5034
J.M. Hartwell Limited Partnership
515 Madison Avenue
New York, New York 10022
Keystone Investor Resource Center, Inc.
101 Main Street
Cambridge, MA 02142-1519
Data Vault, Inc.
3431 Sharp Slot Road
Swansea, MA 02277
State Street Bank and Trust Company
1776 Heritage Drive
Quincy, Massachusetts 02171
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
Upon request and without charge, Registrant hereby undertakes to
furnish a copy of its latest annual report to shareholders to each
person to whom a copy of Registrant's prospectus is delivered.
<PAGE>
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 the effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 31st day of May, 1995.
KEYSTONE AMERICA HARTWELL
EMERGING GROWTH FUND, INC.
By:/s/ George S. Bissell
--------------------------
George S. Bissell*
Chairman of the Board
*By:/s/ Melina M.T. Murphy
--------------------------
Melina M.T. Murphy**
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 31st day of May, 1995.
SIGNATURES TITLE
/s/ George S. Bissell Chairman of the Board and Director
- --------------------------
George S. Bissell*
President, Chief Executive Officer
/s/ Albert H. Elfner, III and Director
- --------------------------
Albert H. Elfner, III*
Treasurer (Principal Financial
/s/ Kevin J. Morrissey and Accounting Officer)
- --------------------------
Kevin J. Morrissey
*By:/s/ Melina M.T. Murphy
--------------------------
Melina M.T. Murphy**
Attorney-in-Fact
<PAGE>
SIGNATURES TITLE
/s/ Frederick Amling Director
- --------------------------
Frederick Amling*
/s/ Charles A. Austin, III Director
- --------------------------
Charles A. Austin, III*
/s/ Edwin D. Campbell Director
- --------------------------
Edwin D. Campbell*
/s/ Charles F. Chapin Director
- --------------------------
Charles F. Chapin*
/s/ Leroy Keith, Jr. Director
- --------------------------
Leroy Keith, Jr.*
/s/ K. Dun Gifford Director
- --------------------------
K. Dun Gifford*
/s/ F. Ray Keyser, Jr. Director
- --------------------------
F. Ray Keyser, Jr.*
/s/ David M. Richardson Director
- --------------------------
David M. Richardson*
/s/ Richard J. Shima Director
- --------------------------
Richard J. Shima*
/s/ Andrew J. Simons Director
- --------------------------
Andrew J. Simons*
*By:/s/ Melina M.T. Murphy
--------------------------
Melina M.T. Murphy**
Attorney-in-Fact
** Melina M.T. Murphy, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons and attached hereto as Exhibit 24(b)(19).
<PAGE>
INDEX TO EXHIBITS
Page Number
in Sequential
Exhibit Number Exhibit Numbering System
1 Certificate of Incorporation(1)
2 By-Laws(2)
Amendment to By-Laws(5)
5 (A) Investment Advisory and
Management Agreement(10)
(B) SubInvestment Advisory Agreement(10)
6 (A) Principal Underwriting Agreement(8)
(B) Dealers Agreement(6)
8 Custodian, Fund Accounting
and Recordkeeping Agreement(5)
11 Independent Auditors Consent(9)
14 Model Retirement Plans(3)
15 Distribution Plan(4)
Form of Class B/C Distribution Plan(7)
Form of Class B Distribution Plan(8)
16 Performance Data Schedules(9)
17 Financial Data Schedules (filed as Exhibit 27)
18 Form of 18f-3 Plan
19 Powers of Attorney
- --------------------------------------------------------
(1)Incorporated by reference herein to Post-Effective Amendment No. 27
to Registration Statement No. 2-28719/811-1633.
(2)Incorporated by reference herein to Post-Effective Amendment No. 28
to Registration Statement No. 2-28719/811-1633.
(3)Incorporated by reference herein to Post-Effective Amendment No. 66
to Registration Statement No. 2-10527/811-96 for Keystone Balanced Fund (K-1).
(4)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 33 to Registration Statement No. 2-28719/811-1633.
(5)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 34 to Registration Statement No. 2-28719/811-1633. <PAGE>
INDEX TO EXHIBITS (Continued)
(6)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 35 to Registration Statement No. 2-28719/811-1633.
(7)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 37 to Registration Statement No. 2-28719/811-1633.
(8)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 38 to Registration Statement No. 2-28719/811-1633.
(9)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 40 to Registration Statement No. 2-28719/811-1633.
(10)Incorporated by reference herein to Registrant's Post-Effective
Amendment No. 41 to Registration Statement No. 2-28719/811-1633.
<PAGE>
<PAGE>
EXHIBIT 99.24(b)(18)
MULTIPLE CLASS PLAN FOR KEYSTONE AMERICA FUNDS
The Keystone America Fund Family currently offers a number of classes
of shares with the following class provisions and current offering and exchange
characteristics. Additional classes of shares, when created, may have
characteristics that differ from those described. References to percentages not
otherwise defined are to percentages of average daily net assets of a class.
I. CLASSES
1. Class A Shares
Keystone America Funds
Class A Shares have a distribution plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Rule
12b-1") and/or a shareholder services plan, which plans
provide for payments, currently limited to 0.25% annually, for
distribution and/or shareholder services fees.
Class A Shares are offered with a front-end sales load, except
that purchases of Class A Shares made on or after April 10,
1995 (a) in an amount equal to or exceeding $1 million and/or
(b) by a corporate qualified retirement plan or a
non-qualified deferred compensation plan sponsored by a
corporation having 100 or more eligible employees are not
subject to a front-end sales load, but are subject to a
contingent deferred sales charge ("CDSC") of 1.00% for a
period of 24 months from the date of purchase.
Class A Shares may be exchanged for Class A Shares of other
Keystone America Funds and Class A Shares of Keystone Liquid
Trust. Class A Shares subject to a CDSC when exchanged will
remain subject to the CDSC after the exchange.
Keystone Liquid Trust
Class A Shares have a distribution plan adopted pursuant to
Rule 12b-1 and/or a shareholder services plan, which plans
provide for payments of up to 0.25% annually for distribution
and/or shareholder services fees.
Class A Shares are offered without a sales load. Class A
Shares may be exchanged for Class A Shares of other funds in
the Keystone America Fund Family and shares of funds in the
Keystone Fund Family.
2. Class B Shares
Keystone America Funds (except Keystone Capital
Preservation and Income Fund) and Keystone Liquid Trust
Class B Shares have distribution plans adopted pursuant to
Rule 12b-1 and may have a shareholder services plan, which
plans, in the aggregate, provide for payments of up to 1.00%
annually for distribution and/or shareholder services fees.
Class B Shares are offered at net asset value without a
front-end sales load but with a CDSC, which is a declining
percentage of the lesser of current net asset value or initial
cost. For Class B shares purchased on or after June 1, 1995,
the CDSC is imposed at rates ranging from a maximum of 5% of
amounts redeemed during the first twelve month period
following the month of purchase to 1% of amounts redeemed
during the sixth twelve month period following the month of
purchase.
The sub-class of Class B Shares issued prior to June 1, 1995
automatically convert to Class A Shares seven calendar years
after purchase without a sales load or exchange fee. The
sub-class of Class B Shares issued on or after to June 1, 1995
automatically convert to Class A Shares eight years after the
month of purchase without a sales load or exchange fee.
Class B Shares may be exchanged for the same sub-class of
Class B Shares of other Keystone America Funds and the same
sub-class of Class B Shares of Keystone Liquid Trust. Class B
Shares subject to a CDSC when exchanged will remain subject to
the CDSC after the exchange.
Keystone Capital Preservation and Income Fund ("CPI")
CPI Class B Shares have the same provisions and other
characteristics as those described above for Class B Shares of
the Keystone America Funds, except that Class B Shares of CPI
(a) are subject to a CDSC, which is a declining percentage of
the lesser of current net asset value or initial cost (for CPI
Class B shares purchased on or after June 1, 1995, the CDSC is
imposed at rates ranging from a maximum of 3% of amounts
redeemed during the first twelve month period following the
month of purchase to 1% of amounts redeemed during the fourth
twelve month period following the month of purchase
purchased); and (b) have the following special exchange or
conversion features: (i) at the shareholder's option, the
sub-class of CPI Class B Shares issued prior to June 1, 1995
may be exchanged for CPI Class A Shares up to seven years
after purchase and (ii) the sub-class of Class B Shares issued
on or after June 1, 1995 automatically convert to Class A
Shares eight years after the month of purchase without a sales
load or exchange fee.
3. Class C Shares
Keystone America Funds and Keystone Liquid Trust
Class C Shares have a distribution plan adopted pursuant to
Rule 12b-1, and may have a shareholder services plan, which
plans provide, in the aggregate, for payments of up to 1.00%
annually for distribution and/or shareholder services fees.
Class C Shares are subject to a CDSC, which is a percentage of
the lesser of current net asset value or initial cost
(currently 1.00% for one year from the date of purchase).
Class C Shares are offered at net asset value without a
front-end sales load.
Class C Shares may be exchanged for Class C Shares of other
Keystone America Funds and Keystone Liquid Trust. Class C
Shares subject to a CDSC when exchanged will remain subject to
the CDSC after the exchange.
II. CLASS EXPENSES
Each class bears the expenses of its Rule 12b-1 plan and/or
shareholder services plan. There currently are no other class
specific expenses.
III. EXPENSE ALLOCATION METHODS
Daily Distribution Funds
All income, realized and unrealized capital gains and losses
and expenses not assigned to a class will be allocated to each
share regardless of class.
Non-Daily Distribution Funds
All income, realized and unrealized capital gains
and losses and expenses not assigned to a class
will be allocated to each class based on the relative net
asset value of each class.
IV. VOTING RIGHTS
Each class shall have exclusive voting rights on any matter
submitted to its shareholders that relates solely to its class
arrangement.
Each class shall have separate voting rights on any matter
submitted to shareholders where the interests of one class
differ from the interests of any other class.
Each class has in all other respects the same rights and
obligations as each other class.
V. EXPENSE WAIVERS OR REIMBURSEMENTS
Any expense waivers or reimbursements shall be in compliance
with Rule 18f-3 issued under the Investment Company Act of
1940.
<PAGE>
<PAGE>
EXHIBIT 99.24(b)(19)
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
/s/ George S. Bissell
George S. Bissell
Director/Trustee,
Chairman of the Board
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.
/s/ Albert H. Elfner, III
Albert H. Elfner, III
Director/Trustee,
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director, Trustee or officer and for which Keystone
Custodian Funds, Inc. serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and in my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Kevin J. Morrissey
Kevin J. Morrissey
Treasurer
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Frederick Amling
Frederick Amling
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Charles A. Austin III
Charles A. Austin III
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Edwin D. Campbell
Edwin D. Campbell
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Charles F. Chapin
Charles F. Chapin
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ K. Dun Gifford
K. Dun Gifford
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Leroy Keith, Jr.
Leroy Keith, Jr.
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ F. Ray Keyser, Jr.
F. Ray Keyser, Jr.
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ David M. Richardson
David M. Richardson
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Richard J. Shima
Richard J. Shima
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Andrew J. Simons
Andrew J. Simons
Director/Trustee
Dated: December 14, 1994
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> KEYSTONE HARTWELL EMERGING GROWTH FUND CLASS A
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> OCT-01-1993
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 111,559,754
<INVESTMENTS-AT-VALUE> 129,107,963
<RECEIVABLES> 108,649
<ASSETS-OTHER> 62,655
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 129,279,267
<PAYABLE-FOR-SECURITIES> 2,559,063
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 551,049
<TOTAL-LIABILITIES> 3,110,112
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 104,174,076
<SHARES-COMMON-STOCK> 5,637,851
<SHARES-COMMON-PRIOR> 6,853,051
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (312,602)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (905,054)
<ACCUM-APPREC-OR-DEPREC> 17,732,815
<NET-ASSETS> 120,689,235
<DIVIDEND-INCOME> 52,783
<INTEREST-INCOME> 210,283
<OTHER-INCOME> 0
<EXPENSES-NET> (2,642,127)
<NET-INVESTMENT-INCOME> (2,379,061)
<REALIZED-GAINS-CURRENT> 9,063,620
<APPREC-INCREASE-CURRENT> (38,748,490)
<NET-CHANGE-FROM-OPS> (32,063,931)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (15,655,821)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 620,860
<NUMBER-OF-SHARES-REDEEMED> (2,410,004)
<SHARES-REINVESTED> 573,944
<NET-CHANGE-IN-ASSETS> (1,215,200)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (7,600,434)
<OVERDIST-NET-GAINS-PRIOR> (2,077,817)
<GROSS-ADVISORY-FEES> 1,419,696
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (2,642,127)
<AVERAGE-NET-ASSETS> 146,773,911
<PER-SHARE-NAV-BEGIN> 28.56
<PER-SHARE-NII> (0.37)
<PER-SHARE-GAIN-APPREC> (4.43)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (2.35)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 21.41
<EXPENSE-RATIO> 1.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 102
<NAME> KEYSTONE HARTWELL EMERGING GROWTH FUND CLASS B
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> OCT-01-1993
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 111,559,754
<INVESTMENTS-AT-VALUE> 129,107,963
<RECEIVABLES> 108,649
<ASSETS-OTHER> 62,655
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 129,279,267
<PAYABLE-FOR-SECURITIES> 2,559,063
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 551,049
<TOTAL-LIABILITIES> 3,110,112
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,272,803
<SHARES-COMMON-STOCK> 179,103
<SHARES-COMMON-PRIOR> 28,836
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 39,872
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (321,631)
<ACCUM-APPREC-OR-DEPREC> (190,360)
<NET-ASSETS> 3,800,684
<DIVIDEND-INCOME> 732
<INTEREST-INCOME> 4,494
<OTHER-INCOME> 0
<EXPENSES-NET> (61,301)
<NET-INVESTMENT-INCOME> (56,075)
<REALIZED-GAINS-CURRENT> (156,450)
<APPREC-INCREASE-CURRENT> (195,478)
<NET-CHANGE-FROM-OPS> (408,003)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (123,522)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 216,318
<NUMBER-OF-SHARES-REDEEMED> (70,467)
<SHARES-REINVESTED> 4,416
<NET-CHANGE-IN-ASSETS> 150,267
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (2,207)
<OVERDIST-NET-GAINS-PRIOR> 25,676
<GROSS-ADVISORY-FEES> 23,054
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (61,301)
<AVERAGE-NET-ASSETS> 2,465,898
<PER-SHARE-NAV-BEGIN> 28.56
<PER-SHARE-NII> (0.49)
<PER-SHARE-GAIN-APPREC> (4.50)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (2.35)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 21.22
<EXPENSE-RATIO> 2.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 103
<NAME> KEYSTONE HARTWELL EMERGING GROWTH FUND CLASS C
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> OCT-01-1993
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 111,559,754
<INVESTMENTS-AT-VALUE> 129,107,963
<RECEIVABLES> 108,649
<ASSETS-OTHER> 62,655
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 129,279,267
<PAYABLE-FOR-SECURITIES> 2,559,063
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 551,049
<TOTAL-LIABILITIES> 3,110,112
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,816,596
<SHARES-COMMON-STOCK> 78,991
<SHARES-COMMON-PRIOR> 10,406
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 15,557
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (158,671)
<ACCUM-APPREC-OR-DEPREC> 5,754
<NET-ASSETS> 1,679,236
<DIVIDEND-INCOME> 274
<INTEREST-INCOME> 2,062
<OTHER-INCOME> 0
<EXPENSES-NET> (26,825)
<NET-INVESTMENT-INCOME> (24,489)
<REALIZED-GAINS-CURRENT> (86,224)
<APPREC-INCREASE-CURRENT> 7,500
<NET-CHANGE-FROM-OPS> (103,213)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (52,374)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 119,572
<NUMBER-OF-SHARES-REDEEMED> (52,718)
<SHARES-REINVESTED> 1,731
<NET-CHANGE-IN-ASSETS> 68,585
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (747)
<OVERDIST-NET-GAINS-PRIOR> 9,585
<GROSS-ADVISORY-FEES> 10,084
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (26,825)
<AVERAGE-NET-ASSETS> 1,087,647
<PER-SHARE-NAV-BEGIN> 28.56
<PER-SHARE-NII> (0.47)
<PER-SHARE-GAIN-APPREC> (4.48)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (2.35)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 21.26
<EXPENSE-RATIO> 2.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
