<PAGE> 1
Registration No. 333-07715
As filed with the Securities and Exchange Commission on December 31, 1996.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 1 [x]
THE PILOT FUNDS
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices)
(800) 717-4568
(Registrant's Telephone Number, including Area Code)
--------------------
George O. Martinez, Esq.
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)
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Communications and Copies to:
Philip H. Newman, Esq. Steven R. Howard, Esq.
Goodwin, Procter & Hoar LLP Baker & McKenzie
Exchange Place 805 Third Avenue
Boston, Massachusetts 02109 New York, New York 10022
Elizabeth G. Bruce, Esq. John J. Pileggi
Boatmen's Trust Company Furman Selz LLC
The Boatmen's Tower 237 Park Avenue
1000 North Broadway Suite 910
St. Louis, Missouri 63178 New York, New York 10017
Sequential Numbering System: Page 1 of _____ pages
Exhibit Index appears on sequentially numbered page _____
Approximate Date of Proposed Public Offering: As soon as practicable
following the effective date of this Registration Statement.
<PAGE> 2
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b) under the Securities Act of 1933.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has previously filed a declaration registering an indefinite number of shares of
beneficial interest on Form N-1A (Registration Nos. 2-78440, 811-3517). Pursuant
to Rule 429, the Registration Statement on Form N-14 relates to the
above-referenced Registration Statement on Form N-1A. Accordingly, no filing fee
was and is due in connection with the Registration Statement on Form N-14 and
this Post-Effective Amendment to Form N- 14. A copy of Registrant's earlier
Declaration pursuant to Rule 24f-2 was filed as Exhibit 17(a) to the
Registration Statement on Form N-14. On October 29, 1996, Registrant filed the
notice required by Rule 24f-2 for its fiscal year ended August 31, 1996.
This Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-14 is being filed pursuant to Rule 485(b) under the Securities Act of
1933 solely for the purpose of fulfilling the undertaking contained in the
Registration Statement on Form N-14 to file an opinion of counsel regarding the
tax consequences of the reorganizations proposed in that Registration Statement.
This Post-Effective Amendment also includes on additional conformed copy of a
power of attorney, but makes no other changes to the Registration Statement on
Form N-14.
<PAGE> 3
PART C
Item 16. Exhibits.
The following Exhibits are hereby added by this Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-14:
(12)(a) Opinion of Goodwin, Procter & Hoar LLP supporting the tax
consequences of the proposed Reorganization.
(12)(b) Consent of Goodwin, Procter & Hoar LLP.
(16) Powers of Attorney.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for the effectiveness
of the Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Columbus and State of Ohio
on the 31st day of December, 1996.
THE PILOT FUNDS
/s/ William J. Tomko
---------------------------------------
By: William J. Tomko, President
<TABLE>
As required by the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form N-14 has be signed by the
following persons in the capacities and on the dates indicated.
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/William J. Tomko President December 31, 1996
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William J. Tomko (Principal Executive Officer)
/s/Martin R. Dean Treasurer December 31, 1996
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Martin R. Dean (Principal Accounting Officer and
Principal Financial Officer)
Trustee , 1996
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J. Hord Armstrong, III
/s/ Lee Fetter * Trustee December 31, 1996
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Lee F. Fetter
/s/Henry O. Johnston * Trustee December 31, 1996
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Henry O. Johnston
/s/L. White Matthews, III * Trustee December 31, 1996
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L. White Matthews, III
/s/Nicholas G. Penniman, IV * Trustee December 31, 1996
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Nicholas G. Penniman, IV
*By: /s/ William J. Tomko
----------------------------------------
William J. Tomko, Attorney-in-fact under
Powers of Attorney filed herewith
</TABLE>
<PAGE> 5
N-14
EXHIBIT INDEX
Exhibit No. Description
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(12)(a) Opinion of Goodwin, Procter & Hoar LLP supporting the
tax consequences of the proposed Reorganization.
(12)(b) Consent of Goodwin, Procter & Hoar LLP.
(16) Powers of Attorney.
<PAGE> 1
Exhibit 12(a)
[Goodwin, Procter & Hoar LLP Letterhead]
October 18, 1996
The Pilot Funds
3435 Stelzer Road
Columbus, Ohio 43219
FUNDS IV Trust
237 Park Avenue
Suite 910
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to The Pilot Funds (the "Trust") in connection
with the acquisition of the assets of each Acquired Fund (as defined below) by
the corresponding Acquiring Fund (as defined below) pursuant to an Agreement and
Plan of Reorganization and Liquidation (the "Plan") described in the prospectus
and proxy statement relating to the Plan included as part of the Registration
Statement on Form N-14 of the Trust (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. You have requested our opinion as to certain federal income tax
consequences of the transactions contemplated by the Plan.
We have reviewed such documents and materials as we have considered
necessary for the purpose of rendering this opinion. We have made inquiry as to
the underlying facts which we considered to be relevant to the conclusions set
forth in this letter. The opinions expressed in this letter are based upon
certain factual statements relating to the Trust set forth in the Registration
Statement and certain representations set forth below that have been confirmed
to us in representation letters from the Trust dated as of the Closing Date for
our use in rendering the opinions set forth herein. Capitalized terms used
herein and not otherwise defined shall have the meanings given them in the Plan.
<PAGE> 2
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 2
The discussion and conclusions set forth below are based upon the
Internal Revenue Code of 1986, as amended (the "Code"),(1) the Treasury
Regulations and existing administrative and judicial interpretations thereof,
all of which are subject to change. No assurance can therefore be given that the
federal income tax consequences described below will not be altered in the
future, and we do not assume responsibility to provide notice or advice to any
person or entity regarding any such changes or altered tax consequences.
I. Background and Facts.
--------------------
Each of The Pilot Funds and Funds IV Trust is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "Act"), which operates as a series company pursuant to Rule 18f-2
under the Act. The Pilot Funds is organized as a Massachusetts business trust
and Funds IV Trust is organized as a Delaware business trust.
<TABLE>
The Pilot Funds consists of fourteen separate series, four of which are
the subject of the Plan, and Funds IV Trust consists of eleven separate series,
six of which are the subject of the Plan. The Plan provides that each specific
Acquiring Fund will issue shares in exchange for the Assets and the assumption
of the Liabilities of the Acquired Fund set forth opposite the name of the
Acquiring Fund in the following table:
<CAPTION>
Acquired Fund Acquiring Fund
------------- --------------
<S> <C>
Aggressive Stock Appreciation Fund Pilot Growth Fund
Value Stock Appreciation Fund Pilot Growth and Income Fund
Stock Appreciation Fund Pilot Growth and Income Fund
Bond Income Fund Pilot Diversified Bond Income Fund
Intermediate Bond Income Fund Pilot Diversified Bond Income Fund
Cash Reserve Money Market Fund Pilot Short-Term Diversified Assets Fund
</TABLE>
Each Acquired Fund owns securities which are of the character in which
the corresponding Acquiring Fund is permitted to invest. The investment
objectives of each Acquired Fund and the corresponding Acquiring Fund are
generally the same.
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(1) All section references contained herein are to the Code.
<PAGE> 3
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 3
II. The Plan of Reorganization.
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Subject to the requisite approval of the shareholders of the Acquired
Fund and to the other terms and conditions set forth in the Plan, each Acquired
Fund shall transfer to the corresponding Acquiring Fund, and the corresponding
Acquiring Fund shall acquire from such Acquired Fund, at the Closing Date, all
of the Assets of the Acquired Fund in exchange for that number of shares of the
Acquiring Fund determined in accordance with Section 2 of the Plan ("Acquiring
Fund Shares") and the assumption by Acquiring Fund of the Assumed Liabilities of
the Acquired Fund.
There are no dissenters' rights in any of the foregoing transactions,
and no cash will be exchanged for shares of beneficial interest of the Acquired
Fund in lieu of fractional Acquiring Fund Shares.
As soon after the Closing Date as is conveniently practicable, Funds IV
Trust will effect the liquidation and termination of the Acquired Funds in the
manner provided in its Trust Instrument and in accordance with applicable law,
and on and after the Closing Date it shall not conduct any business on behalf of
any Acquired Fund except in connection with its liquidation and termination.
Each Acquired Fund shall distribute pro rata to its shareholders of record
determined as of the close of business on the Valuation Date (the "Acquired
Fund's Shareholders") the Acquiring Fund Shares received by the Acquired Fund
pursuant to Section 1 of the Plan. Such liquidation and distribution will be
accomplished by the transfer of the Acquiring Fund Shares then credited to the
account of the corresponding Acquired Fund on the books of the Acquiring Fund to
open accounts on the share records of the Acquiring Fund in the name of the
Acquired Fund's Shareholders and representing the respective pro rata number of
the Acquiring Fund Shares due such shareholders. All issued and outstanding
shares of each Acquired Fund will simultaneously be canceled on the books of the
Acquired Fund, and as of the Closing each outstanding certificate which prior to
the Closing represented shares of an Acquired Fund will be deemed for all
purposes to evidence ownership of the number of Acquiring Fund Shares issuable
with respect thereto pursuant to the Reorganization.
The board of trustees of Funds IV Trust has concluded that each
Reorganization is in the best interests of the shareholders of the applicable
Acquired Fund and will not result in the dilution of the interests of the
existing shareholders of such Acquired Fund. In making this determination, the
Trustees considered a number of factors, including the similar investment
objectives and policies.
<PAGE> 4
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 4
III. Representations.
---------------
The following representations have been made by Funds IV Trust, on
behalf of the applicable Acquired Fund, The Pilot Funds, on behalf of the
corresponding Acquiring Fund, or both, with respect to each Reorganization:
(a) As of the Closing Date, the fair market value of the Acquiring Fund
Shares to which each shareholder of the Acquired Fund is entitled will
approximately equal the fair market value of the shares of the Acquired Fund
such shareholder will surrender.
(b) As of the Closing Date, there is no plan or intention by the
shareholders of the Acquired Fund who own five percent (5%) or more of its
stock, if any, and, to the best of the knowledge of the trustees of the Trust
there is no plan or intention on the part of the other shareholders of the
Acquired Fund, to sell, exchange or otherwise dispose of a number of Acquiring
Fund Shares received in the Reorganization that would reduce the Acquired Fund's
Shareholders' ownership of the Acquiring Fund Shares to a number of shares
having a value, as of the Closing Date, of less than fifty percent (50%) of the
value of all of the formerly outstanding shares of the Acquired Fund as of the
Closing Date. For purposes of this representation, shares of the Acquired Fund
exchanged for cash or other property, if any, will be treated as outstanding
shares of the Acquired Fund on the Closing Date. There are no dissenters'
rights, and the Acquiring Fund will not pay cash in lieu of fractional Acquiring
Fund Shares in connection with the Reorganization. Moreover, shares of the
Acquired Fund that are sold, redeemed or disposed of prior to the Reorganization
will be taken into account for purposes of this representation if such shares
are sold, redeemed or disposed of in anticipation of the Reorganization.
Acquiring Fund Shares acquired by the Acquired Fund's Shareholders that are
sold, redeemed or disposed of after the Reorganization but pursuant to a
pre-arranged plan also will be taken into account.
(c) The Acquiring Fund will acquire at least ninety percent (90%) of
the fair market value of the net assets and at least seventy percent (70%) of
the fair market value of the gross assets held by the Acquired Fund immediately
prior to the Reorganization. For purposes of this representation, amounts, if
any, paid by or on behalf of the Acquired Fund for reorganization expenses,
amounts, if any, paid by the Acquired Fund to shareholders who receive cash or
other property and all redemptions and distributions made by the Acquired Fund
immediately preceding or in contemplation of the transfer will be included as
assets of the Acquired Fund immediately prior to the Reorganization. However,
(i) regular distributions and redemptions occurring in the ordinary course of
the Acquired Fund's business as an open-end management investment company and
(ii) distributions made to
<PAGE> 5
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 5
shareholders of the Acquired Fund prior to the Reorganization in order to pay
out all of the Acquired Fund's (a) investment company taxable income (before the
deduction for dividends paid under section 852(b)(2)(D)) and (b) net capital
gain (after reduction for any capital loss carryover) will be excluded.
(d) No Acquiring Fund has any plan or intention to sell or
otherwise dispose of any of the Assets of the Acquired Fund to be acquired by it
in the Reorganization, except for dispositions made in the ordinary course of
its investment business. In the ordinary course of its investment business, each
Acquiring Fund continuously reviews its portfolio and determines whether to
retain or sell securities in that portfolio. After the Reorganization, the
assets of each Acquired Fund will be subject to the same review process. If an
Acquiring Fund does sell any assets of the Acquired Fund as a result of that
review process, it will use the proceeds thereof to invest in securities which
conform to its investment objectives. Since each Acquiring Fund and the
corresponding Acquired Fund have similar investment objectives as described in
the Proxy Statement/Prospectus, any such replacement securities purchased by the
Acquiring Fund would generally be compatible with the historic portfolio
composition of the Acquired Fund.
(e) As soon as practicable after the Closing Date, the Acquired Fund
will, in pursuance of the Plan, distribute the Acquiring Fund Shares it receives
in the Reorganization and its other properties, if any, and thereupon will
cancel all of its issued and outstanding shares.
(f) As of the Closing Date, there is no intercorporate indebtedness
existing between the Acquiring Fund and the Acquired Fund.
(h) Each of the Acquired Fund and the Acquiring Fund has qualified as a
separate association taxable as a corporation for federal income tax purposes
under section 851(h) in each taxable year and will qualify as such as of the
Closing Date.
(i) The Acquiring Fund has elected to be treated as a regulated
investment company under section 851, has qualified as such for each taxable
year and will qualify as such as of the Closing Date. The Acquired Fund has
elected to be treated as a regulated investment company under section 851, has
qualified as such for each taxable year and will qualify as such as of the
Closing Date. In order (i) to ensure continued qualification of the Acquired
Fund as a regulated investment company for federal income tax purposes and (ii)
to eliminate any tax liability of the Acquired Fund arising by reason of
undistributed investment company taxable income or net capital gain, the
Acquired Fund has declared or will declare
<PAGE> 6
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 6
and will pay to its shareholders of record on or prior to the Closing Date a
dividend or dividends that, together with all previous such dividends, shall
have the effect of distributing (i) all of its investment company taxable income
for the last full taxable year of the Acquired Fund and any subsequent short
taxable year ending on the Closing Date (computed without regard to any
deduction for dividends paid) and (ii) all of its net capital gain realized in
the final full taxable year of the Acquired Fund and any subsequent short
taxable year ending on the Closing Date (after reduction for any capital loss
carryover).
(j) Pursuant to the Plan, the expenses incurred in connection with
entering into and carrying out the provisions of the Plan will be borne by
Boatmen's Trust Company, the adviser to each Acquiring Fund, and no portion of
such expenses will be paid by any Acquired Fund or any Acquiring Fund.
(k) As of the Closing Date, the Acquiring Fund does not own, directly
or indirectly, nor has it owned during the past five years, directly or
indirectly, any shares of the Acquired Fund.
(1) The liabilities of the Acquired Fund to be assumed by the Acquiring
Fund and the liabilities to which the transferred assets of the Acquired Fund
will be subject, if any, have been incurred by the Acquired Fund in the ordinary
course of its business.
(m) The fair market value and aggregate tax basis of the assets of the
Acquired Fund to be transferred to the Acquiring Fund equals or exceeds the sum
of the liabilities to be assumed by the Acquiring Fund plus the amount of
liabilities, if any, to which the transferred assets will be subject.
(n) As of the Closing Date, neither the Acquiring Fund nor the Acquired
Fund is under the jurisdiction of a court in a Title 11 or similar case within
the meaning of section 368(a)(3)(A).
(o) The Acquired Fund has not distributed and will not distribute to
its shareholders in pursuance of the Plan any "appreciated property" within the
meaning of section 361(c)(2).
IV. Opinion.
-------
Based upon the foregoing, it is our opinion with respect to the
Reorganization that:
<PAGE> 7
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 7
(i) The transfer of all or substantially all of the Acquired Fund's
Assets solely in exchange for the Shares of the corresponding Acquiring Fund
and the assumption by the corresponding Acquiring Fund of the Assumed
Liabilities of such Acquired Fund, and the distribution of such Shares to the
shareholders of such Acquired Fund, will constitute a "reorganization" within
the meaning of section 368(a)(1). Each Acquiring Fund and the corresponding
Acquired Fund are each a "party to a reorganization" within the meaning of
section 368(b).
(ii) No gain or loss will be recognized by an Acquired Fund on the
transfer of the Acquired Fund's Assets to the corresponding Acquiring Fund in
exchange for the Shares of the corresponding Acquiring Fund and the assumption
by the corresponding Acquiring Fund of the Assumed Liabilities of the Acquired
Fund or upon the distribution of such Acquiring Fund Shares to such Acquired
Fund's Shareholders in exchange for their shares of the Acquired Fund.
(iii) The tax basis of each Acquired Fund's Assets acquired by the
corresponding Acquiring Fund will be the same to the Acquiring Fund as the tax
basis of such Assets to the Acquired Fund immediately prior to the
Reorganization, and the holding period of the Assets of the Acquired Fund in the
hands of the Acquiring Fund will include the period during which those Assets
were held by the Acquired Fund.
(iv) No gain or loss will be recognized by an Acquiring Fund upon the
receipt of the Assets of the corresponding Acquired Fund solely in exchange for
the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Assumed Liabilities of the Acquired Fund.
(v) No gain or loss will be recognized by shareholders of an Acquired
Fund upon the receipt of the corresponding Acquiring Fund Shares by such
shareholders, provided such shareholders receive solely Acquiring Fund Shares
(including fractional shares) in exchange for their Acquired Fund's Shares.
(vi) The aggregate tax basis of an Acquiring Fund Shares, including any
fractional shares, received by each shareholder of each Acquired Fund pursuant
to the Reorganization will be the same as the aggregate tax basis of the
Acquired Fund's Shares held by such shareholder immediately prior to the
Reorganization, and the holding period of the Acquiring Fund Shares, including
fractional shares, to be received by each shareholder of the Acquired Fund will
include the period during which the Acquired Fund's Shares exchanged therefor
were held by such shareholder (provided that the Acquired Fund's Shares were
held as a capital asset on the date of the Reorganization).
<PAGE> 8
The Pilot Funds
FUNDS IV Trust
October 18, 1996
Page 8
This opinion has been issued to and may be relied upon solely by the
addressee hereof in connection with the consummation of the transactions
contemplated by the Plan.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
Exhibit 12(b)
[Goodwin, Procter & Hoar LLP letterhead]
December 31, 1996
The Pilot Funds
3435 Stelzer Road
Columbus, OH 43219
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the tax
consequences of the reorganizations proposed in the Registration Statement on
Form N-14 (No. 333-07715), filed with the Securities and Exchange Commission on
July 5, 1996, of The Pilot Funds, a Massachusetts business trust, as an Exhibit
in Post-Effective Amendment No. 1 to the above referenced Registration
Statement.
Very truly yours,
/s Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
Exhibit 16
POWER OF ATTORNEY
I, the undersigned Trustee of The Pilot Funds (the "Trust"), do hereby
constitute and appoint William J. Tomko, George O. Martinez or Bruce Treff as my
true and lawful attorney-in-fact and agent, with full power of substitution [and
resubstitution], with full powers sign for me in my name, place and stead in any
and all capacities, any and all Registration Statements of the Trust on Form
N-1A or N-14 and any and all amendments thereto filed with the Securities and
Exchange Commission to enable the Trust to comply with the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission, hereby
ratifying and confirming my signature as it may be signed by my said attorney
any and all said Registration Statements and amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated
below.
/s/Lee F. Fetter June 30, 1996
- ----------------
Lee F. Fetter
<PAGE> 2
POWER OF ATTORNEY
I, the undersigned Trustee of The Pilot Funds (the "Trust"), do hereby
constitute and appoint William J. Tomko, George O. Martinez or Bruce Treff as my
true and lawful attorney-in-fact and agent, with full power and substitution
[and resubstitution], with full powers sign for me, in my name, place and stead
in any and all capacities, any and all Registration Statements of the Trust on
Form N-1A or N-14 and any and all amendments thereto filed with the Securities
and Exchange Commission to enable the Trust to comply with the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission, hereby
ratifying and confirming my signature as it may be signed by my said attorney
and all said Registration Statements and amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated
below.
/s/ Henry O. Johnston June 28, 1996
- -----------------------------------
Henry O. Johnston
<PAGE> 3
POWER OF ATTORNEY
I, the undersigned Trustee of The Pilot Funds (the "Trust"), do hereby
constitute and appoint William J. Tomko, George O. Martinez or Bruce Treff as my
true and lawful attorney-in-fact and agent, with full power and substitution
[and resubstitution], with full powers sign for me, in my name, place and stead
in any and all capacities, any and all Registration Statements of the Trust on
Form N-1A or N-14 and any and all amendments thereto filed with the Securities
and Exchange Commission to enable the Trust to comply with the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission, hereby
ratifying and confirming my signature as it may be signed by my said attorney
and all said Registration Statements and amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated
below.
/s/ L. White Matthews, III June 28, 1996
- ----------------------------------------
L. White Matthews, III
<PAGE> 4
POWER OF ATTORNEY
I, the undersigned Trustee of The Pilot Funds (the "Trust"), do hereby
constitute and appoint William J. Tomko, George O. Martinez or Bruce Treff as my
true and lawful attorney-in-fact and agent, with full power and substitution
[and resubstitution], with full powers sign for me, in my name, place and stead
in any and all capacities, any and all Registration Statements of the Trust on
Form N-1A or N-14 and any and all amendments thereto filed with the Securities
and Exchange Commission to enable the Trust to comply with the provisions of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission, hereby
ratifying and confirming my signature as it may be signed by my said attorney
and all said Registration Statements and amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated
below.
/s/ Nicholas J. Penniman June 28, 1996
- ---------------------------------------
Nicholas J. Penniman
