EXHIBIT (11)(b)

                         STROOCK & STROOCK & LAVAN LLP
                                180 Maiden Lane
                            New York, New York 10038



April 17, 2000

We hereby consent to the use of our legal opinion regarding the legality of
issuance of shares and other matters filed as Exhibit (10) of Post-Effective
Amendment No. 13 to the Registrant's Registration Statement on Form N-1A filed
on July 12, 1995, which opinion is incorporated by reference as an exhibit to
this Registration Statement on Form N-14. In giving such permission, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


STROOCK & STROOCK & LAVAN LLP