As filed with the Securities and Exchange Commission on August 27, 2004
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1933 Act File No. 333-______
1940 Act File No. 811-21586
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 1
and
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
First Trust/Fiduciary Asset Management Covered Call Fund
Exact Name of Registrant as Specified in Declaration of Trust
1001 Warrenville Road, Suite 300, Lisle, Illinois 60532
Address of Principal Executive Offices (Number, Street, City,
State, Zip Code)
(630) 241-4141
Registrant's Telephone Number, including Area Code
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess, Esq. Leonard B. Mackey, Jr., Esq.
Chapman and Cutler LLP Clifford Chance US LLP
111 West Monroe Street 31 West 52nd Street
Chicago, Illinois 60603 New York, New York 10019
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement
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If any of the securities being registered on this form are
offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933, other than securities offered
in connection with a dividend reinvestment plan, check the
following box. [ ]
It is proposed that this filing will become effective (check
appropriate box)
[ ] when declared effective pursuant to section 8(c)
[X] This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act and the
Securities Act registration statement number of the earlier effective
registration statement for the same offering is 333-116023.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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---------------- ------------ ---------------- ---------------- ---------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
---------------- ------------ ---------------- ---------------- ---------------
Common Shares, 1,275,000 $20.00 $25,500,000(1) $3,230.85(2)
$0.01 par value
---------------- ------------ ---------------- ---------------- ---------------
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) All of which may be purchased pursuant to an over-allotment
option of 1,275,000 shares granted by the Registrant to the
Underwriters.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form N-2 (Reg. No. 333- 116023) filed by First
Trust/Fiduciary Asset Management Covered Call Fund (the "Registrant") with
the Securities and Exchange Commission, declared effective August 26, 2004,
are incorporated herein by reference. On August 26, 2004, the Registrant
registered 20,000,000 common shares in Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement filed on Form N-2. When the common
shares previously registered are combined with the common shares registered
herein, the total number of shares registered by the Registrant is
21,275,000 shares.
=================================================================
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PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of
this filing, other than in connection with its organization.
Financial Statements indicating that the Registrant has met the
net worth requirements of Section 14(a) of the 1940 Act were
filed with Pre-effective Amendment No. 3 to the Registration
Statement of the Registrant.
2. Exhibits:
a. Amended and Restated Declaration of Trust dated May 26, 2004. (1)
b. By-Laws of Registrant as amended May 26, 2004. (1)
c. None.
d. Form of Share Certificate. (2)
e. Terms and Conditions of the Dividend Reinvestment Plan. (2)
f. None.
g.1 Form of Investment Management Agreement between Registrant
and First Trust Advisors L.P. (2)
g.2 Form of Sub-Advisory Agreement between Registrant, First
Trust Advisors L.P. and Fiduciary Asset Management, LLC. (2)
h.1 Form of Purchase Agreement. (2)
i. None.
j. Form of Custodian Services Agreement between Registrant and
PFPC Trust Company. (2)
k.1 Form of Transfer Agency Services Agreement between
Registrant and PFPC Inc. (2)
k.2 Form of Administration and Accounting Services Agreement.(2)
l.1 Opinion and consent of Chapman and Cutler LLP. (2)
l.2 Opinion and consent of Bingham McCutchen LLP. (2)
m. None.
n. Consent of Independent Registered Public Accounting Firm.(2)
o. None.
p. Subscription Agreement between Registrant and First Trust
Portfolios, L.P. (2)
q. None.
r.1 Code of Ethics of Registrant. (2)
r.2 Code of Ethics of First Trust Portfolios L.P. (2)
r.3 Code of Ethics of First Trust Advisors L.P.(2)
r.4 Code of Ethics of Fiduciary Asset Management, LLC. (2)
s. Powers of Attorney. (2)
-------------------
(1) Filed on May 28, 2004 in Registrant's Registration Statement
of Form N-2 (File No. 333-116023) and incorporated herein by
reference.
(2) Filed on August 26, 2004 in Registrant's Registration
Statement of Form N-2 (File No. 333-116023) and incorporated
herein by reference.
Item 25: Marketing Arrangements
Reference is made to the Form of Purchase Agreement among the Registrant,
First Trust Advisors L.P., Fiduciary Asset Management, LLC and the
Underwriters for the Registrant's common shares of beneficial interest as
filed herewith as exhibit h.1.
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Item 26: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 53,910.85
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National Association of Securities Dealers, Inc. Fees 55,500.00
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Printing and Engraving Expenses 228,528.00
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Legal Fees 200,000.00
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Listing Fees 40,000.00
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Accounting Expenses 10,500.00
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Blue Sky Filing Fees and Expenses 0.00
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Miscellaneous Expenses 168,900.00
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Total $757,338.85
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Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
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Title of Class Number of Record Holders
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Common Shares, $0.01 par value 1
------------------------------------------- -----------------------------
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Item 29: Indemnification
Section 5.3 of the Registrant's Amended and Restated Declaration
of Trust provides as follows:
(a) Subject to the exceptions and limitations contained in
paragraph (b) below:
(i) every person who is or has been a Trustee or
officer of the Trust (hereinafter referred to as a
"Covered Person") shall be indemnified by the Trust
against all liability and against all expenses
reasonably incurred or paid by him or her in connection
with any claim, action, suit or proceeding in which
that individual becomes involved as a party or
otherwise by virtue of being or having been a Trustee
or officer and against amounts paid or incurred by that
individual in the settlement thereof; and
(ii) the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits
or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement or compromise, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Covered Person:
(i) against any liability to the Trust or the
Shareholders by reason of a final adjudication by the
court or other body before which the proceeding was
brought that the Covered Person engaged in willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of that
individual's office;
(ii) with respect to any matter as to which the
Covered Person shall have been finally adjudicated not
to have acted in good faith in the reasonable belief
that that individual's action was in the best interest
of the Trust; or
(iii) in the event of a settlement involving a
payment by a Trustee, Trustee Emeritus or officer or
other disposition not involving a final adjudication as
provided in paragraph (b)(i) or (b)(ii) above resulting
in a payment by a Covered Person, unless there has been
either a determination that such Covered Person did not
engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved
in the conduct of that individual's office by the court
or other body approving the settlement or other
disposition or by a reasonable determination, based
upon a review of readily available facts (as opposed to
a full trial-type inquiry) that that individual did not
engage in such conduct:
(A) by vote of a majority of the
Disinterested Trustees (as defined below) acting on the
matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or
(B) by written opinion of (i) the then-
current legal counsel to the Trustees who are not
Interested Persons of the Trust or (ii) other legal
counsel chosen by a majority of the Disinterested
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Trustees (or if there are no Disinterested Trustees
with respect to the matter in question, by a majority
of the Trustees who are not Interested Persons of the
Trust) and determined by them in their reasonable
judgment to be independent.
(c) 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 Covered
Person may now or hereafter be entitled, shall continue as to a
person who has ceased to be a Covered Person and shall inure to
the benefit of the heirs, executors and administrators of such
person. Nothing contained herein shall limit the Trust from
entering into other insurance arrangements or affect any rights
to indemnification to which Trust personnel, including Covered
Persons, may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to
any claim, action, suit, or proceeding of the character described
in paragraph (a) of this Section 5.3 shall be advanced by the
Trust prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the Covered Person to repay such
amount if it is ultimately determined that the Covered Person is
not entitled to indemnification under this Section 5.3, provided
that either:
(i) such undertaking is secured by a surety bond
or some other appropriate security or the Trust shall
be insured against losses arising out of any such
advances; or
(ii) a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the
matter) or legal counsel meeting the requirement in
Section 5.3(b)(iii)(B) above in a written opinion,
shall determine, based upon a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to
indemnification.
As used in this Section 5.3, a "Disinterested Trustee"
is one (i) who is not an "Interested Person" of the
Trust (including anyone who has been exempted from
being an "Interested Person" by any rule, regulation or
order of the Commission), and (ii) against whom none of
such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar
grounds is then or had been pending.
(e) With respect to any such determination or opinion
referred to in clause (b)(iii) above or clause (d)(ii) above, a
rebuttable presumption shall be afforded that the Covered Person
has not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office in accordance with
pronouncements of the Commission.
Section 6 of the Purchase Agreement provides as follows:
Section 6 Indemnification.
(a) Indemnification of Underwriters. The Fund and the Advisers,
jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
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within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, as follows:
(1) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment
thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement
of a material fact included in any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(2) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged
untrue statement or omission; provided that (subject to Section
6(e) below) any such settlement is effected with the written
consent of the Fund and each Adviser; and
(3) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by
Merrill Lynch), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
(i) or (ii) above;
provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity
with written information furnished to the Fund or an Adviser by
any Underwriter through Merrill Lynch expressly for use in the
Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto); provided, further, that the
indemnity agreement contained in this Section 6(a) shall not
inure to the benefit of any Underwriter (or to the benefit of any
person controlling such Underwriter) from whom the person
asserting any such loss, liability, claim, damage and expense
purchased the Securities which are the subject thereof if the
Prospectus corrected any such alleged untrue statement or
omission and if such Prospectus was delivered to such Underwriter
in a timely manner and if such Underwriter failed to send or give
a copy of the Prospectus to such person at or prior to the
written confirmation of the sale of such Securities to such
person.
(b) Indemnification of the Fund, Advisers, Trustees,
Directors and Officers. Each Underwriter severally agrees to
indemnify and hold harmless the Fund and the Advisers, their
respective trustees and directors, each of the Fund's officers
who signed the Registration Statement, and each person, if any,
who controls the Fund or an Adviser within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act, against any and
all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as
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incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Fund or the
Advisers by such Underwriter through Merrill Lynch expressly for
use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment
or supplement thereto).
(c) Indemnification for Marketing Materials. In addition to
the foregoing indemnification, the Fund and the Advisers also,
jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 6(a),
as limited by the proviso set forth therein, with respect to any
sales material.
(d) Actions against Parties; Notification. Each indemnified
party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it
is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In the
case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill
Lynch, and, in the case of parties indemnified pursuant to
Section 6(b) above, counsel to the indemnified parties shall be
selected by the Fund or an Adviser, as applicable. In each case
such counsel shall be reasonably satisfactory to the indemnified
party, and the indemnifying party shall have the right to assume
the defense of such action. An indemnified party may participate
at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying party be
liable for fees and expenses of more than one counsel (in
addition to any local counsel) separate from its own counsel for
all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any
indemnified party.
(e) Settlement without Consent if Failure to Reimburse. If
at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for
reasonable fees and expenses of counsel, such indemnifying party
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agrees that it shall be liable for any settlement of the nature
contemplated by Section 6(a)(ii) effected without its written
consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.
Item 30: Business and Other Connections of Investment Advisers
a) First Trust Advisors L.P. ("First Trust Advisors") serves as
investment adviser to the fund and the First Defined Portfolio
Fund, LLC and also serves as subadviser to 38 mutual funds and is
the portfolio supervisor of certain unit investment trusts. Its
principal address is 1001 Warrenville Road, Suite 300, Lisle,
Illinois 60532.
The principal business of certain of First Trust Advisors'
principal executive officers involves various activities in
connection with the family of unit investment trusts sponsored by
First Trust Portfolios L. P. ("First Trust Portfolios"). The
principal address of First Trust Portfolios is 1001 Warrenville
Road, Suite 300, Lisle, Illinois 60532.
-8-
Other Business, Profession, Vocation or Employment During Past Two Years
NAME AND POSITION WITH
FIRST TRUST ADVISORS L.P. EMPLOYMENT DURING PAST TWO YEARS
James A. Bowen, Managing Director/President Managing Director/President, First Trust Portfolios
Ronald Dean McAlister, Managing Director Managing Director, First Trust Portfolios
Mark R. Bradley, Chief Financial Officer and Managing Chief Financial Officer and Managing Director, First
Director Trust Portfolios and Chief Financial Officer,
Bondwave LLC
Robert W. Bredemeier, Chief Operating Officer and Chief Operations Officer and Managing Director, First
Managing Director Trust Portfolios
Robert Franklin Carey, Chief Investment Officer and Senior Vice President, First Trust Portfolios
Senior Vice President
William Scott Jardine, General Counsel General Counsel, First Trust Portfolios and Secretary
of Bondwave LLC
Scott Hall, Managing Director Managing Director, First Trust Portfolios
Andy Roggensack, Managing Director Managing Director, First Trust Portfolios
Jon Carl Erickson, Senior Vice President Vice President, First Trust Portfolios
Jason Henry, Senior Vice President Senior Vice President, First Trust Portfolios
David McGarel, Senior Vice President Senior Vice President, First Trust Portfolios
Bob Porcellino, Senior Vice President Senior Vice President, First Trust Portfolios
Mark Sullivan, Senior Vice President Senior Vice President, First Trust Portfolios
Al Davis, Vice President Vice President, First Trust Portfolios
James P. Koeneman, Vice President Vice President, First Trust Portfolios since December 2003;
President, Burr Oak Advisors, Inc., June 2000 to December 2003
Daniel J. Lindquist, Vice President Vice President, First Trust Portfolios since April 2004;
Chief Operating Officer, Mina Capital Management, LLC,
January 2004 to April 2004; Chief Operating Officer,
Samaritan Asset Management Services, Inc.
Mitch Mohr, Vice President Vice President, First Trust Portfolios
David Pinsen, Vice President Vice President, First Trust Portfolios
Jonathan Steiner, Vice President Vice President, First Trust Portfolios
Walter E. Stubbings, Jr., Vice President Vice President, First Trust Portfolios since July 2004;
Assistant Vice President, Kansas City Life Insurance Company,
May 1999 to July 2004
Rick Swiatek, Vice President Vice President, First Trust Portfolios
Douglas Tichenor, Vice President Vice President, First Trust Portfolios
Roger Testin, Vice President Vice President, First Trust Portfolios
Kitty Collins, Assistant Vice President Assistant Vice President, First Trust Portfolios
Charles Bradley, Assistant Vice President Assistant Vice President, First Trust Portfolios
b) Sub-Advisers. Fiduciary Asset Management, L.L.C. ("Fiduciary
Asset Management") serves as an investment sub-adviser of the
Fund. Reference is made to: (i) the information set forth under
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"Management of the Fund" in the Prospectus and "Sub-Adviser" in
the Statement of Additional Information; and (ii) the Form ADV of
Fiduciary Asset Management (File No. 801-46751) filed with the
Commission, all of which are incorporated herein by reference.
Item 31: Location of Accounts and Records.
First Trust Advisors L.P. maintains the Declaration of Trust, By-
Laws, minutes of trustees and shareholders meetings and contracts
of the Registrant, all advisory material of the investment
adviser, all general and subsidiary ledgers, journals, trial
balances, records of all portfolio purchases and sales, and all
other required records.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares
until it amends its prospectus if (1) subsequent to the effective
date of its Registration Statement, the net asset value declines
more than 10 percent from its net asset value as of the effective
date of the Registration Statement, or (2) the net asset value
increases to an amount greater than its net proceeds as stated in
the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by
the Registrant under Rule 497(h) under the Securities Act of 1933
shall be deemed to be part of the Registration Statement as of
the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or
other means designed to ensure equally prompt delivery, within
two business days of receipt of a written or oral request, any
Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Lisle, and State of Illinois, on
the 27th day of August, 2004.
First Trust/Fiduciary Asset
Management Covered Call Fund
By: /s/ James A Bowen, President
----------------------------
James A. Bowen, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
---------------------- ------------------------------- -------------------------
Signature Title Date
---------------------- ------------------------------- -------------------------
/s/ James A. Bowen President, Chairman of the August 27, 2004
------------------- Board and Trustee
James A. Bowen (Principal Executive Officer)
---------------------- ------------------------------- -------------------------
/s/ Mark R. Bradley Chief Financial Officer and August 27, 2004
-------------------- Treasurer (Principal Financial
Mark R. Bradley and Accounting Officer)
---------------------- ------------------------------- -------------------------
---------------------- ------------------------------- -------------------------
Richard E. Erickson* Trustee )
---------------------- ------------------------------- By: /s/ W. Scott Jardine
Thomas R. Kadlec* Trustee ) --------------------
---------------------- ------------------------------- W. Scott Jardine
Niel B. Nielson* Trustee ) Attorney-In-Fact
---------------------- ------------------------------- August 27, 2004
David M. Oster* Trustee )
---------------------- ------------------------------- -------------------------
* Original powers of attorney authorizing James A. Bowen, W. Scott Jardine and
Eric F. Fess to execute this Registration Statement, and Amendments thereto, for
each of the trustees of Registrant on whose behalf this Registration Statement
is filed, were previously executed and filed as an exhibit.
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