As filed with the Securities and Exchange Commission on November 24, 2004
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1933 Act File No. 333-______
1940 Act File No. 811-21636
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. 3
First Trust/Aberdeen Global Opportunity Income 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
Page 1
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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 333-119081.
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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, 225,000 $20.00 $4,500,000(1) $570.15(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
225,000 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. 333-119081) filed by First Trust/Aberdeen Global
Opportunity Income Fund (the "Registrant") with the Securities and Exchange
Commission, declared effective November 23, 2004, are incorporated herein by
reference. On November 23, 2004, the Registrant registered 18,750,000 common
shares in Pre-Effective Amendment No. 2 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 18,975,000 shares.
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Page 2
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 wew filed with Pre-effective Amendment No. 2 to the Registration
Statement of the Registrant.
2. Exhibits:
a. Declaration of Trust dated September 2, 2004. (1)
b. By-Laws of Fund filed on October 25, 2004. (2)
c. None.
d. Form of Share Certificate. (3)
e. Terms and Conditions of the Dividend Reinvestment Plan. (3)
f. None.
g.1 Form of Investment Management Agreement between Registrant and First Trust
Advisors L.P. (3)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Aberdeen Asset Management Inc. (3)
h.1 Form of Purchase Agreement. (3)
i. None.
j. Form of Custodian Services Agreement between Registrant and PFPC Trust
Company. (3)
k.1 Form of Transfer Agency Services Agreement between Registrant and PFPC Inc.
(3)
k.2 Form of Administration and Accounting Services Agreement. (3)
l.1 Opinion and consent of Chapman and Cutler LLP. (3)
l.2 Opinion and consent of Bingham McCutchen LLP. (3)
Page 3
m. None.
n. Consent of Independent Registered Public Accounting Firm. (3)
o. None.
p. Subscription Agreement between Registrant and First Trust
Portfolios, L.P. (3)
q. None.
r.1 Code of Ethics of Registrant. (3)
r.2 Code of Ethics of First Trust Portfolios L.P. (3)
r.3 Code of Ethics of First Trust Advisors L.P.(3)
r.4 Code of Ethics of Aberdeen Asset Management Inc. (3)
s. Powers of Attorney. (3)
-------------------
(1) Filed on September 17, 2004 in Registrant's Registration Statement of Form
N-2 (File No. 333-119081) and incorporated herein by reference.
(2) Filed on October 25, 2004 in Registrant's Registration Statement of Form
N-2 (File No. 333-119081) and incorporated herein by reference.
(3) Filed on November 23, 2004 in Registrant's Registration Statement of Form
N-2 (File No. 333-119081) 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., Aberdeen Asset Management Inc. and the Underwriters for the
Registrant's common shares of beneficial interest as filed on November 23, 2004,
as exhibit h.1 to Registrant's Registration Statement of Form N-2 (File No.
333-119081) and incorporated by reference.
Page 4
Item 26: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 48,083.15
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National Association of Securities Dealers, $ 30,500.00
Inc. Fees
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Printing and Engraving Expenses $ 250,000.00
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Legal Fees $ 250,000.00
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Listing Fees $ 30,000.00
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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 $ 175,063.00
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Total $ 794,146.15
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Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At November 23, 2004:
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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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Page 5
Item 29: Indemnification
Section 5.3 of the Registrant's 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
Page 6
legal counsel chosen by a majority of the Disinterested 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
Page 7
person, if any, who controls any Underwriter 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
Page 8
this Section, as 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
Page 9
party 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.
Page 10
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 Chief Financial Officer and Managing Director,
Managing Director First Trust Portfolios and Chief Financial Officer, Bondwave LLC
Robert W. Bredemeier, Chief Operating Officer Chief Operations Officer and Managing Director,
and Managing Director First Trust Portfolios
Robert Franklin Carey, Chief Investment Officer Senior Vice President, First Trust Portfolios
and 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. Aberdeen Asset Management Inc. ("Aberdeen Asset Management")
serves as an investment sub-adviser of the Fund. Reference is made to: (i) the
Page 11
information set forth under "Management of the Fund" in the Prospectus and
"Sub-Adviser" in the Statement of Additional Information; and (ii) the Form ADV
of Aberdeen Asset Management (File No. 801-49966) 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.
Page 12
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 24th day of
November, 2004.
FIRST TRUST/ABERDEEN GLOBAL
OPPORTUNITY INCOME FUND
By: /s/ James A. Bowen
-----------------------------
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 November 24, 2004
------------------- Board and Trustee
James A. Bowen (Principal Executive Officer)
---------------------- ------------------------------- -------------------------
/s/ Mark R. Bradley Chief Financial Officer and November 24, 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
---------------------- ------------------------------- November 24, 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 the Registrant on whose behalf this Registration
Statement is filed, were previously executed and filed as an exhibit.
Page 13