As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-13990/811-5148
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 32
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 32
THE WOODWARD FUNDS
D/B/A PEGASUS FUNDS
(Exact Name of Registrant as Specified in Charter)
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
(Address of Principal Executive Offices)
Registrant's Telephone Number:
(313) 259-0729
W. Bruce McConnel, III
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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Registrant has previously registered an indefinite number of its
shares of beneficial interest under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice with respect to such shares for the fiscal year ended December 31, 1995
was filed on February 27, 1996.
This Post-Effective Amendment is being filed to revise the name of the
Registrant to reflect that it also does business under the name of "Pegasus
Funds." The filing includes a Supplement, dated June 26, 1996, to each of the
Prospectus and Statement of Additional Information, each dated April 26, 1996,
for the Registrant's Cash Management Fund, Treasury Prime Cash Management Fund
and U.S. Government Securities Cash Management Fund. Such Prospectus and
Statement of Additional Information are incorporated herein by reference. The
Prospectuses and Statements of Additional Information for the Registrant's
other investment portfolios are not being filed in this Post-Effective
Amendment.
<PAGE>
THE WOODWARD FUNDS d/b/a
PEGASUS FUNDS
Cash Management Fund
Treasury Prime Cash Management Fund
U.S. Government Securities Cash Management Fund
S U P P L E M E N T
dated June 26, 1996
to
P R O S P E C T U S
dated April 26, 1996
Effective June 26, 1996, the Cash Management Fund, Treasury
Prime Cash Management Fund and U.S. Government Securities Cash
Management Fund of The Woodward Funds will conduct their
operations under the name of Pegasus Funds.
<PAGE>
THE WOODWARD FUNDS d/b/a
PEGASUS FUNDS
Cash Management Funds
S U P P L E M E N T
dated June 26, 1996
to
S T A T E M E N T O F A D D I T I O N A L
I N F O R M A T I O N
dated April 26, 1996
Effective June 26, 1996, the Cash Management Fund, Treasury
Prime Cash Management Fund and U.S. Government Securities Cash
Management Fund of The Woodward Funds will conduct their
operations under the name of Pegasus Funds.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24.FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
None.
(b) Exhibits:
(1) (a) Amended and Restated Declaration of Trust
dated as of May 1, 1992 is incorporated
herein by reference to exhibit (1)(b) of
Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form
N-1A filed with the Commission on September
8, 1992.
(2) Bylaws of Registrant is incorporated herein
by reference to exhibit (2) of Pre-Effective
Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on July 24, 1987.
(3) None.
(4) None.
(5) (a) Form of Co-Advisory Agreement among Regis-
trant, NBD Bank ("NBD") and First Chicago
Investment Management Company ("FCIMCO") is
incorporated herein by reference to exhibit
(5)(a) of Post-Effective Amendment No. 28 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
April 5, 1996.
(b) Advisory Agreement between Registrant and NBD
dated November 28, 1995 is incorporated herein by
reference to exhibit (5)(b) of Post-Effective
Amendment No. 28 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on April 5, 1996.
(c) Form of Sub-Advisory Agreement among NBD,
FCIMCO and ANB Investment Management and
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Trust Company ("ANB-IMC") is incorporated herein
by reference to exhibit (5)(c) of Post-Effective
Amendment No. 30 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on April 15,
1996.
(6) (a) Form of Distribution Agreement between
Registrant and BISYS Fund Services ("BISYS")
is incorporated herein by reference to
exhibit (6)(a) of Post-Effective Amendment
No. 28 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on April 5, 1996.
(b) Distribution Agreement dated March 15, 1995
among Registrant, FoM and Essex relating to
Series A, B, C, M, N, O, P, Q, R, S, T, U and
V is incorporated herein by reference to
exhibit (6)(a) of Post-Effective Amendment
No. 25 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on July 28, 1995.
(7) Deferred Compensation Plan is incorporated
herein by reference to exhibit (7) of Post-
Effective Amendment No. 30 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on April 15,
1996.
(8) (a) Amended and Restated Custodian Agreement
dated May 16, 1989 between Registrant and
National Bank of Detroit for Series A, B, C,
H, I, J, K and L of the Registrant is
incorporated herein by reference to exhibit
(8)(b) of Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
April 30, 1990.
(b) Addendum No. 1 dated January 23, 1991 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Michigan Tax-Exempt Money Market
Fund (Series M) is incorporated herein by
reference to exhibit (8)(c) of Post-Effective
Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on February 28, 1991.
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(c) Addendum No. 2 dated April 28, 1992 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Equity Index Fund (Series N) is
incorporated herein by reference to exhibit
(8)(d) of Post-Effective Amendment No. 10 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
September 8, 1992.
(d) Addendum No. 3 dated January 1, 1993 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Treasury Money Market Fund (Series
O) is incorporated herein by reference to
exhibit (8)(e) of Post-Effective Amendment
No. 14 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on April 29, 1993.
(e) Addendum No. 4 dated February 1, 1993 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Municipal Bond Fund (Series P) and
the Woodward Michigan Municipal Bond Fund
(Series Q) is incorporated herein by
reference to exhibit (8)(f) of Post-Effective
Amendment No. 14 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on April 29, 1993.
(f) Addendum No. 5 dated January 1, 1994 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Balanced Fund (Series R) is
incorporated herein by reference to exhibit
(8)(g) of Post-Effective Amendment No. 22 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on July
29, 1994.
(g) Addendum No. 6 dated July 1, 1994 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward Capital Growth and Short Bond Funds
(Series S and U) is incorporated herein by
reference to exhibit (8)(h) of Post-Effective
Amendment No. 23 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on January 27, 1995.
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(h) Addendum No. 7 dated November 30, 1994 to the
Amended and Restated Custodian Agreement
between Registrant and NBD relating to the
Woodward International Equity Fund (Series T)
is incorporated herein by reference to
exhibit (8)(i) of Post-Effective Amendment
No. 25 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on July 28, 1995.
(i) Form of Addendum No. 8 to the Amended and
Restated Custodian Agreement between
Registrant and NBD relating to the Woodward
Cash Management, U.S. Government Securities
Cash Management, Treasury Prime Cash
Management, Equity Income, Small Cap
Opportunity, Intermediate Municipal Bond,
Income, International Bond, Managed Assets
Conservative, Managed Assets Growth and Major
Markets Funds is incorporated herein by
reference to exhibit (8)(i) of Post-Effective
Amendment No. 28 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on April 5, 1996.
(j) Form of Addendum No. 9 to the Amended and
Restated Custodian Agreement between
Registrant and NBD relating to the Woodward
U.S. Government Income Fund (Series V) is
incorporated herein by reference to exhibit
(8)(k) of Post-Effective Amendment No. 17 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
November 1, 1993.
(k) Global Custody Agreement dated November 21,
1994 between Barclays Bank, PLC and NBD
relating to Series A, B, C, M, N, O, P, Q, R,
S, T, U and V is incorporated herein by
reference to exhibit (8)(k) of Post-Effective
Amendment No. 25 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on July 28, 1995.
(9) (a) Form of Co-Administration Agreement among the
Registrant, NBD, FCIMCO and BISYS is
incorporated herein by reference to exhibit
(9)(a) of Post-Effective Amendment No. 28 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
April 5, 1996.
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<PAGE>
(b) Amended and Restated Transfer Agency and
Dividend Disbursement Agreement dated May 16,
1989 between Registrant and NBD (formerly,
National Bank of Detroit) for Series A, B, C,
H, I, J, K and L of the Registrant is
incorporated herein by reference to exhibit
(9)(b) of Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
April 30, 1990.
(c) Addendum No. 1 dated January 23, 1991 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Michigan Tax-Exempt Money Market Fund
(Series M) is incorporated herein by
reference to exhibit (9)(c) of Post-Effective
Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on February 28, 1991.
(d) Addendum No. 2 dated April 28, 1992 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Equity Index Fund (Series N) is incorporated
herein by reference to exhibit (9)(d) of
Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on September
8, 1992.
(e) Addendum No. 3 dated January 1, 1993 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Treasury Money Market Fund (Series O) is
incorporated herein by reference to exhibit
(9)(e) of Post-Effective Amendment No. 14 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on April
29, 1993.
(f) Addendum No. 4 dated February 1, 1993 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Municipal Bond Fund (Series P) and the
Woodward Michigan Municipal Bond Fund (Series
Q) is incorporated herein by reference to
exhibit (9)(f) of Post-Effective Amendment
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<PAGE>
No. 14 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on April 29, 1993.
(g) Addendum No. 5 dated January 1, 1994 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Balanced Fund (Series R) is incorporated
herein by reference to exhibit (9)(g) of
Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on July 29,
1994.
(h) Addendum No. 6 dated July 1, 1994 to the
Amended and Restated Transfer Agency and
Dividend Disbursement Agreement between
Registrant and NBD relating to the Woodward
Capital Growth, International Equity and
Short Bond Funds (Series S, T and U) is
incorporated herein by reference to exhibit
(9)(h) of Post-Effective Amendment No. 23 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
January 27, 1995.
(i) Form of Addendum No. 7 to the Amended and
Restated Transfer Agency and Dividend
Disbursement Agreement between Registrant and
NBD relating to the Woodward Cash Management
Fund, Treasury Prime Cash Management Fund and
U.S. Government Securities Cash Management
Fund is incorporated herein by reference to
exhibit (9)(i) of Post-Effective Amendment
No. 28 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on April 5, 1996.
(j) Form of Addendum No. 8 to the Amended and
Restated Transfer Agency and Dividend
Disbursement Agreement between Registrant and
NBD relating to the Woodward Managed Assets
Conservative Fund, Managed Assets Growth
Fund, Equity Income Fund, Small-Cap
Opportunity Fund, International Major Markets
Fund, Income Fund, International Bond Fund
and Intermediate Municipal Bond Fund is
incorporated herein by reference to exhibit
(9)(j) of Post-Effective Amendment No. 30 to
the Registrant's Registration Statement on
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<PAGE>
Form N-1A filed with the Commission on April 15,
1996.
(k) Form of Broker-Dealer Agreement between FoM and
Broker-Dealers is incorporated herein by
reference to exhibit (9)(c) of Post-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on March 2, 1989.
(l) Bank Agreement between FoM and BHC Securities,
Inc. dated June 15, 1992 is incorporated herein
by reference to exhibit (9)(h) of Post-Effective
Amendment No. 10 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on September 8, 1992.
(m) Bank Agreement between FoM and NBD Securities,
Inc. dated June 8, 1992 is incorporated herein by
reference to exhibit (9)(i) of Post-Effective
Amendment No. 10 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on September 8, 1992.
(n) Revised Shareholder Services Plan including
form of Service Agreement adopted by the
Board of Trustees on November 16, 1993 is
incorporated herein by reference to exhibit
(9)(t) of Post-Effective Amendment No. 22 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on July
29, 1994.
(o) Shareholder Services Plan including form of
Service Agreement with respect to Class A Shares
is incorporated herein by reference to exhibit
(9)(p) of Post-Effective Amendment No. 30 to the
Registrant's Registration Statement on Form N-1A
filed with the Commission on April 15, 1996.
(p) Shareholder Administrative Services Plan
including form of Service Agreement is
incorporated herein by reference to exhibit
(9)(q) of Post-Effective Amendment No. 30 to the
Registrant's Registration Statement on Form N-1A
filed with the Commission on April 15, 1996.
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<PAGE>
*(10) Opinion of Drinker Biddle & Reath, counsel for
the Registrant.
(11) (a) Consent of Arthur Andersen LLP.
(b) Consent of Drinker Biddle & Reath.
(12) None.
(13) Letter dated May 8, 1987 from FoM to the
effect that its purchase of shares of the
Registrant will be made for investment
purposes without any present intention of
redeeming or reselling, is incorporated
herein by reference to exhibit (13) of Pre-
Effective Statement No. 1 to the Registrant's
Registration Statement on Form N-1A filed
with the Commission on July 24, 1987.
(14) None.
(15) (a) Revised Service and Distribution Plan
relating to Registrant's distribution
expenses pursuant to Rule 12b-1, effective
April 20, 1994, is incorporated herein by
reference to exhibit (15)(l) of Post-
Effective Amendment No. 22 of the
Registrant's Registration Statement on Form
N-1A filed with the Commission on July 29,
1994.
(b) Distribution Plan for Class B Shares is
incorporated herein by reference to exhibit
(15)(b) of Post-Effective Amendment No. 30 of
the Registrant's Registration Statement on
Form N-1A filed with the Commission on April
15, 1996.
(c) Form of Distribution and Services Plan
including form of Agreement (relating to the
Cash Management Funds) is incorporated herein
by reference to exhibit (9)(n) of Post-
Effective Amendment No. 28 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on April 5,
1996.
(16) (a) Schedules of Performance Computations are
incorporated herein by reference to exhibit
(16) of Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form
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* Registrant's Rule 24f-2 Notice and related Opinion of Counsel relating
to Series A, B, C, H, I, J, K, L, M, N, O, P, Q, R, S, T and U was
filed with the SEC on February 27, 1996.
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<PAGE>
N-1A filed with the Commission on February 28,
1991.
(b) Schedules of Performance Computations with
respect to the Woodward Michigan Tax-Exempt
Money Market Fund, Growth/Value Fund,
Opportunity Fund, Intrinsic Value Fund,
Intermediate Bond Fund and Bond Fund are
incorporated herein by reference to Exhibit
(16)(b) of Post-Effective Amendment No. 7 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on
December 3, 1991.
(c) Schedules of Performance Computations with
respect to the Woodward Equity Index Fund and
the Woodward Treasury Money Market Fund are
incorporated herein by reference to Exhibit
16(c) of Post-Effective Amendment No. 14 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on April
29, 1993.
(d) Schedules of Performance Computations with
respect to the Woodward Municipal Bond Fund
and Woodward Michigan Municipal Bond Fund are
incorporated herein by reference to Exhibit
16(d) of Post-Effective Amendment No. 15 to
the Registrant's Registration Statement on
Form N-1A filed with the Commission on July
30, 1993.
(e) Schedules of Performance Computations with
respect to the Woodward Balanced Fund are
incorporated herein by reference to Exhibit 16(e)
of Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A
filed with the Commission on July 29, 1994.
(f) Schedules of Performance Computations with
respect to the Woodward Capital Growth and
Short Bond Funds are incorporated herein by
reference to exhibit (16)(f) of Post-
Effective Amendment No. 23 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on January 27,
1995.
(g) Schedules of Performance Computations with
respect to the Woodward International Equity
Fund is incorporated herein by reference to
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<PAGE>
exhibit (16)(g) of Post-Effective Amendment
No. 25 to the Registrant's Registration
Statement on Form N-1A filed with the
Commission on July 28, 1995.
(17) None.
(18) (a) Rule 18f-3 Plan is incorporated herein by
reference to exhibit (18)(a) of Post-Effective
Amendment No. 30 to the Registrant's Registration
Statement on Form N-1A filed with the Commission
on April 15,
1996.
(b) Amended Rule 18f-3 Plan is incorporated
herein by reference to exhibit (18)(b) of
Post-Effective Amendment No. 30 to the
Registrant's Registration Statement on Form
N-1A filed with the Commission on April 15,
1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
Registrant is controlled by its Board of Trustees. However,
under the Investment Company Act of 1940, NBD Bank may be deemed a controlling
person of the Registrant because such entity possesses or shares investment or
voting power with respect to more than 25% of the outstanding shares of the
Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth information as to all record
holders of Registrant's securities as of May 31, 1996:
Number
of
Record
Title of Class Holders
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Series A Shares of beneficial interest ($.10 par value) 1,314
Series B Shares of beneficial interest ($.10 par value) 9,883
Series C Shares of beneficial interest ($.10 par value) 3,629
Series H Shares of beneficial interest ($.10 par value) 8,563
Series I Shares of beneficial interest ($.10 par value) 12,193
Series J Shares of beneficial interest ($.10 par value) 4,885
Series K Shares of beneficial interest ($.10 par value) 2,762
Series L Shares of beneficial interest ($.10 par value) 3,998
Series M Shares of beneficial interest ($.10 par value) 614
Series N Shares of beneficial interest ($.10 par value) 1,130
Series O Shares of beneficial interest ($.10 par value) 1,863
Series P Shares of beneficial interest ($.10 par value) 918
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Series Q Shares of beneficial interest ($.10 par value) 1,035
Series R Shares of beneficial interest ($.10 par value) 1,130
Series S Shares of beneficial interest ($.10 par value) 2,875
Series T Shares of beneficial interest ($.10 par value) 2,070
Series U Shares of beneficial interest ($.10 par value) 471
ITEM 27. INDEMNIFICATION
Indemnification of Registrant's current principal underwriters
against certain losses is provided for in Section 11 of the Distribution
Agreement incorporated herein by reference as Exhibit (6)(b). Indemnification
of Registrant's proposed principal underwriter against certain losses is
provided for in Section 10 of the Distribution Agreement filed as Exhibit
(6)(a). Indemnification of Registrant's Custodian is provided for in Article
XII of the Amended and Restated Custodian Agreement incorporated herein by
reference as Exhibit (8)(a). Indemnification of Registrant's Transfer Agent
and Dividend Disbursing Agent is provided for in Article III of the Amended
and Restated Transfer Agency and Dividend Disbursing Agreement incorporated
herein by reference as Exhibit (9)(b). Registrant has obtained from a major
insurance carrier a trustees' and officers' liability policy covering certain
types of errors and omissions. In addition, Section 5.4 of the Registrant's
Amended and Restated Declaration of Trust incorporated herein by reference as
Exhibit (1)(a), provides as follows:
5.4 Mandatory Indemnification.
(a) Subject only to the provisions hereof, every person
who is or has been a Trustee, officer, employee or agent of the Trust
and every person who serves at the Trust's request as director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall be indemnified by the Trust
to the fullest extent permitted by law against all liabilities and
against all expenses reasonably incurred or paid by him in connection
with any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind in which he becomes
involved as a party or otherwise or is threatened by virtue of his
being or having been a Trustee, officer, employee or agent of the
Trust or of another corporation, partnership, joint venture, trust or
other enterprise at the request of the Trust and against amounts paid
or incurred by him in the compromise or settlement thereof.
(b) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative, investigative or other,
including appeals), actual or threatened, and the words "liabilities"
and "expenses" shall
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include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided here-
under to a Trustee or officer:
(i) against any liability to the Trust or the
Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office ("disabling
conduct");
(ii) with respect to any matter as to which he
shall, by the court or other body by or before which the
proceeding was brought or engaged, have been finally
adjudicated to be liable by reason of disabling conduct;
(iii) in the absence of a final adjudication on
the merits that such Trustee or officer did not engage
in disabling conduct, unless a reasonable determination,
based upon a review of the facts that the person to be
indemnified is not liable by reason of such conduct, is
made:
(A) by vote of a majority of a quorum of
the Trustees who are neither Interested Persons
nor parties to the proceedings; or
(B) by independent legal counsel, in a
written opinion.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee,
officer, employee or agent may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person; provided, however, that
no person may satisfy any right of indemnity or reimbursement granted
herein except out of the property of the Trust, and no other person
shall be personally liable to provide indemnity or reimbursement
hereunder (except an insurer or surety or person otherwise bound by
contract).
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or proceeding of
the character described in paragraph (a) of this Section 5.4 may be
paid by the Trust prior to final disposition thereof upon receipt of a
written undertaking by
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or on behalf of the Trustee, officer, employee or agent to reimburse
the Trust if it is ultimately determined under this Section 5.4 that
he is not entitled to indemnification. Such undertaking shall be
secured by a surety bond or other suitable insurance or such security
as the Trustees shall require unless a majority of a quorum of the
Trustees who are neither Interested Persons nor parties to the
proceeding, or independent legal counsel in a written opinion, shall
have determined, based on readily available facts, that there is
reason to believe that the indemnitee ultimately will be found to be
entitled to indemnification.
Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Section 5.1 of the Registrant's Declaration of Trust,
incorporated herein by reference as Exhibit (1), also provided
indemnification of shareholders of the Registrant.
Section 5.1 states as follows:
5.1 Limitation of Personal Liability and Indemnification of
Shareholders. The Trustees, officers, employees or agents of the Trust
shall have no power to bind any Shareholder personally or to call upon
any Shareholder for the payment of any sum of money or assessment
whatsoever, other than such as the Shareholder may at any time agree
to pay by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of the Trust shall
be liable solely by reason of his being or having been a Shareholder
for any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind, against, or with respect
to, the Trust arising out of
C-13
<PAGE>
any action taken or omitted for or on behalf of the Trust, and the
Trust shall be solely liable therefor and resort shall be had solely
to the Trust Property for the payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or
their heirs, executors, administrators or other legal representatives
or, in case of a corporate entity, its corporate or general successor)
shall be entitled to indemnity and reimbursement out of the Trust
Property to the full extent of such liability and the costs of any
litigation or other proceedings in which such liability shall have
been determined, including, without limitation, the fees and
disbursements of counsel if, contrary to the provisions hereof, such
Shareholder or former Shareholder of the Trust shall be held to
personal liability.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
The Registrant's co-investment adviser, NBD, is a state chartered bank
incorporated under the laws of Michigan which is wholly-owned by NBD Bancorp,
Inc., a Delaware corporation. NBD conducts a general banking and trust
business.
(a) To the Registrant's knowledge, none of the directors or officers
of NBD, except as set forth below, is, or has been at any time during the
Registrant's past two fiscal years, engaged in any other business, profession,
vocation, or employment of a substantial nature, except that certain directors
and officers and certain executives of NBD also hold various positions with,
and are engaged in business for, NBD Bancorp, Inc., which owns all of the
outstanding stock of NBD. Set forth below are the names and principal business
of the directors and certain of the senior executive officers of NBD who are
engaged in any other business, profession, vocation or employment of a
substantial nature.
Terence E. Adderley
President and Chief Executive Officer, Kelly Services, Inc.;
and Director of Kelly Services, Inc. and The Detroit Edison
Company.
C-14
<PAGE>
James K. Baker
Chairman, Arvin Industries, Inc.; Director of Amcast
Industrial Corporation, Geon Company, CINergy Corp., and
Tokheim Corp.
Don H. Barden
Chairman and President, Barden Companies, Inc.; Director of
National Cable TV Association and C-SPAN, the Cable
Satellite Public Affairs Network.
Siegfried Buschmann
Chairman and Chief Executive Officer, The Budd Company.
Bernard B. Butcher
Retired Senior Consultant and Director of The Dow Chemical
Company.
John W. Day
Retired Executive Vice President, Allied-Signal, Inc.; and
President, Allied-Signal International, Inc.
Maureen A. Fay, O.P.
President, University of Detroit Mercy.
Charles T. Fisher III
Retired Chairman and President, NBD Bancorp, Inc.; and NBD Bank; and
Director of AMR Corporation, General Motors Corporation, and JANNOCK
Limited (Toronto).
Alfred R. Glancy III
Chairman, President, and Chief Executive Officer of MCN
Corporation; Chairman of Michigan Consolidated Gas Company;
and Director of MLX Corp.
Dennis J. Gormley
Chairman, President and Chief Executive Officer, Federal-
Mogul Corporation; and Director of Cooper Tire and Rubber
Company.
Joseph L. Hudson, Jr.
Chairman, Hudson-Webber Foundation.
Verne G. Istock
Chairman and Chief Executive Officer, NBD Bancorp, Inc. and
NBD Bank and Director of Handleman Company; and Kelly
Services, Inc.; Grand Trunk Corp.
Thomas H. Jeffs II
President and Chief Operating Officer, NBD Bancorp, Inc. and
NBD Bank; and Director of MCN Corporation.
C-15
<PAGE>
John E. Lobbia
Chairman and Chief Executive Officer, The Detroit Edison
Company.
Richard A. Manoogian
Chairman and Chief Executive Officer, Masco Corporation and MascoTech,
Inc.; and Chairman of TriMas Corporation.
William T. McCormick, Jr.
Chairman and Chief Executive Officer, CMS Energy Corporation;
Chairman, Consumers Power Company; and Director of Rockwell
International Corporation and Schlumberger, Ltd.
Thomas E. Reilly, Jr.
Chairman of the Board, Reilly Industries, Inc. and Director
of Lilly Industries, Inc.
Irving Rose
Partner, Edward Rose & Sons (Residential Builders).
Robert C. Stempel
Retired Chairman and Chief Executive Officer, General Motors
Corporation.
Peter W. Stroh
Chairman and Chief Executive Officer, The Stroh Companies,
Inc.; Chairman, The Stroh Brewery Company and Director of
Masco Corporation.
Ormand J. Wade
Retired Vice Chairman, American Information Technologies
Corporation (Ameritech) and Director of Illinois Tool Works,
Inc.; and Andrew Corp.
(b) The Registrant's future co-investment adviser, FCIMCO, is a
registered investment adviser and wholly-owned subsidiary of The First
National Bank of Chicago ("FNBC"), which in turn is a wholly-owned subsidiary
of First Chicago NBD Corporation, a registered bank holding company.
Registrant is fulfilling the requirement of this Item 28 to
provide a list of the officers and directors of First Chicago Investment
Management Company ("FCIMCO"), together with information as to any other
business, profession, vocation or employment of a substantial nature engaged
in by FCIMCO or those of its officers and directors during the past two years,
by incorporating by reference the information contained in the Form ADV filed
with the SEC pursuant to the Investment Advisers Act of 1940 by FCIMCO (SEC
File No. 801-47947).
C-16
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) FoM is one of the Registrant's current principal underwriters. FoM
currently acts as principal underwriter for Renaissance Assets Trust, a
registered investment company. Except for the foregoing, FoM does not act as
principal underwriter, depositor or investment adviser for any other
registered investment company.
(b) The following information is submitted with respect to each
director and officer of FoM, the principal business address of which is 100
Renaissance Center, 26th Floor, Detroit, Michigan
48243:
Position with Position with
Name Underwriter Registrant
---- ------------- -------------
Steve Gasper, Jr. President, Chief None
Executive Officer,
Director
William H. Cuddy Chairman of the Board None
of Directors
Joseph M. Mengden Director None
Craig P. Baker Director None
Geoffrey B. Baker Director None
Gerard M. Lavin Director None
Thomas A. McDonnell Director None
Conrad W. Koski Executive Vice None
President and
Treasurer
Hal H. Smith, III Executive Vice President None
Anthony Calice Senior Vice President None
Lenore P. Denys Senior Vice President None
and Secretary
Ernest J. Gargaro, Jr. Vice President - Tax None
Incentive Planning/
Qualified Plans
Thomas Enright Vice President None
Ned Evans Vice President None
C-17
<PAGE>
Position with Position with
Name Underwriter Registrant
---- ------------- -------------
Martha M. Feazell Vice President None
John Freeman Vice President None
Perry Foor Vice President None
Monica Glinski Vice President None
Michael Gormely Vice President None
Paul Harris Vice President None
Colleen Mahoney Vice President None
Carol McDiarmid Vice President None
Robert H. Stoetzer Vice President None
Diane DeParre Vertin Vice President None
Wayne J. Wright Vice President None
(a) Essex is one of the Registrant's current principal
underwriters. Essex does not act as principal underwriter,
depositor or investment adviser for any other registered
investment company.
(b) The following information is submitted with respect to each
director and officer of Essex, the principal business address
of which is 825 3rd Avenue, 37th Floor, New York, NY 10022:
(c) None
Position with Position with
Name Underwriter Registrant
---- ------------- -------------
Kevin E. Crowe Chairman and None
Chief Executive Officer
Gerald Cunningham President None
Thomas E. Albright Senior Vice President None
Elisa Lanthier Treasurer None
C-18
<PAGE>
Position with Position with
Name Underwriter Registrant
---- ------------- -------------
William O'Loughlin Treasurer, Vice None
President
Greg Zytkowicz Secretary, Vice None
President
Robert B. Twomey Vice President None
(a) BISYS Fund Services Inc. will act as distributor and
administrator for the Registrant. BISYS Fund Services
also distributes the securities of the American
Performance Funds, The Highmark Group, The Parkstone
Group of Funds, The Sessions Group, the AmSouth Mutual
Funds, The Coventry Group, the BB&T Mutual Funds Group,
the MarketWatch Funds, The M.S.D & T Funds, Inc., The
Riverfront Funds, Inc., the Pacific Capital Funds, the
MMA Praxis Mutual Funds, the Qualivest Funds, Mountain
Square Funds, Mariner Mutual Funds Trust, Mariner Funds
Trust and The Victory Portfolios, each of which is an
open-end management investment company.
(b) To the best of Registrant's knowledge, the partners of
BISYS Fund Services are as follows:
(c) None
Name and
Principal Positions and Positions and
Business Offices with Offices with
Address BISYS Fund Services Registrant
- -------- ------------------- -------------
BISYS Fund Services, Inc. Sole General Partner None
150 Clove Road
Little Falls, NJ 07424
WC Subsidiary Corporation Limited Partner None
150 Clove Road
Little Falls, NJ 07424
(c) None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
(a) NBD Bank, 611 Woodward Avenue, Detroit, Michigan 48226 and 900
Tower Drive, Troy, Michigan 48098 (records relating to
functions as co-advisor, co-administrator, custodian, and
transfer and dividend disbursing agent).
(b) First of Chicago Investment Management Company, Three First
National Plaza, Chicago, Illinois 60670 (records relating to
its function as co-advisor and co-administrator).
C-19
<PAGE>
(c) First of Michigan Corporation, 100 Renaissance Center, 26th
Floor, Detroit, Michigan 48243 (records relating to its
function as co-distributor).
(d) Essex National Securities, Inc., 215 Gateway Road West,
Napa, California 34550-6249 (records relating to its
functions as co-distributor).
(e) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as distributor and
co-administrator).
(f) Drinker Biddle & Reath, 1345 Chestnut Street,
Philadelphia, Pennsylvania 19107-3496 (Registrant's
Declaration of Trust, By-Laws and Minute Books).
ITEM 31. MANAGEMENT SERVICES
Inapplicable.
ITEM 32. UNDERTAKINGS
Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees if
requested to do so by the holders of at least 10% of Registrant's outstanding
shares. Registrant will stand ready to assist shareholder communications in
connection with any meeting of shareholders as prescribed in Section 16(c) of
the Investment Company Act of 1940.
Registrant undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's most recent annual report
to shareholders, upon request without charge.
C-20
<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 effectiveness of this Post-Effective Amendment No. 32
to its Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused it to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan, on the
25th day of June, 1996.
THE WOODWARD FUNDS
D/B/A PEGASUS FUNDS
Registrant
/s/ Earl I. Heenan, Jr.
-----------------------
Earl I. Heenan, Jr.
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to Registrant's Registration Statement has been
signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Earl I. Heenan, Jr.
- -------------------------
Earl I. Heenan, Jr. Trustee June 25, 1996
/s/ Eugene C. Yehle
- -------------------------
Eugene C. Yehle Trustee June 25, 1996
/s/ Will M. Caldwell
- -------------------------
Will M. Caldwell Trustee June 25, 1996
/s/ Julius L. Pallone
- -------------------------
Julius L. Pallone Trustee June 25, 1996
/s/ Nicholas J. De Grazia
- -------------------------
Nicholas J. De Grazia Trustee June 25, 1996
/s/ Donald G. Sutherland
- -------------------------
Donald G. Sutherland Trustee June 25, 1996
/s/ Donald L. Tuttle
- -------------------------
Donald L. Tuttle Trustee June 25, 1996
/s/ John P. Gould Trustee June 25, 1996
- -------------------------
John P. Gould
/s/ Marilyn McCoy Trustee June 25, 1996
- -------------------------
Marilyn McCoy
By:/s/ W. Bruce McConnel, III
---------------------------
W. Bruce McConnel, III
Attorney-in-fact
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Eugene C. Yehle, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Eugene C. Yehle
------------------
Date: March 7, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Will M. Caldwell, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Will M. Caldwell
-------------------
Date: February 29, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Julius L. Pallone, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Julius L. Pallone
--------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Nicholas J. De Grazia, whose signature appears below, hereby
constitutes and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and
either of them, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either of
them, may deem necessary or advisable or which may be required to enable the
Trust to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
/s/Nicholas J. De Grazia
------------------------
Date: February 20, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Donald G. Sutherland, whose signature appears below, hereby
constitutes and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and
either of them, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either of
them, may deem necessary or advisable or which may be required to enable the
Trust to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
/s/Donald G. Sutherland
-----------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Donald L. Tuttle, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Donald L. Tuttle
-------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
John P. Gould, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/John P. Gould
----------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Marilyn McCoy, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
her true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Marilyn McCoy
----------------
Date: February 18, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Earl I. Heenan, Jr., whose signature appears below, hereby constitutes
and appoints W. Bruce McConnel, III his true and lawful attorney and agent,
with power of substitution or resubstitution, to do any and all acts and
things and to execute any and all instruments which said attorney and agent
may deem necessary or advisable or which may be required to enable the Trust
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
/s/Earl I. Heenan, Jr.
----------------------
Date: March 4, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
----------- ------- --------
(11)(a) Consent of Arthur Andersen LLP.
(11)(b) Consent of Drinker Biddle & Reath
EXHIBIT (11)(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to all references to our
Firm included in or made a part of The Woodward Funds d/b/a Pegasus Funds'
registration statement on Form N1-A (Post-Effective Amendment No. 32 to
The Woodward Funds d/b/a Pegasus Funds' registration statement under the
Securities Act of 1933).
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Detroit, Michigan,
June 26, 1996
EXHIBIT (11)(b)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference
to our Firm under the caption "Counsel" in the Statement of Additional
Information that is included in Post-Effective Amendment No. 32 to the
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended.
/s/ Drinker Biddle & Reath
--------------------------
Drinker Biddle & Reath
Philadelphia, Pennsylvania
June 25, 1996
