Pathfinder Trust – ‘PRES14A’ for 12/30/99

On:  Monday, 12/13/99, at 2:22pm ET   ·   For:  12/30/99   ·   Accession #:  911916-99-154   ·   File #s:  811-05020, 811-50200   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/15/99 by the SEC on 5/28/04. ®

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    13±    51K 
                          Meeting                                                

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PRES14A
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SCHEDULE 14A INFORMATION      
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF     
1934      
(AMENDMENT NO. ______)      

Filed by the Registrant  [ X ]                                                  
Filed by a Party other than the Registrant  [   ]                               

Check the appropriate box:                                                      
[ X ]  Preliminary Proxy Statement                                    
[   ]  Confidential, for Use of the Commission Only                   
(as permitted by Rule 14a-6(e)(2))                      
[   ]  Definitive Proxy Statement                                     
[   ]  Definitive Additional Materials                                
[   ]  Soliciting Material Pursuant to Rule 14a-11(c)                 
or Rule 14a-12                          

PATHFINDER TRUST      

(Name of Registrant as Specified in Its Charter)      
__________________________________________      
(Name of Person(s) Filing Proxy Statement     
if other than the Registrant)     

Payment of Filing Fee (Check the appropriate box):                              

[ X ]  No fee required.                                               
[   ]  Fee computed on table below per Exchange Act                   
Rules 14a-6(i)(1) and 0-11.                             

(1)  Title of each class of securities to which transaction 
applies:                                          

     (2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction
        computed pursuant to Exchange Act Rule 0-11 (Set forth the
        amount on which the filing fee is calculated and state how
it was determined):                               

(4)  Proposed maximum aggregate value of transaction:       

(5)  Total fee paid:                                        

[   ]  Fee paid previously with preliminary materials.                
[   ]  Check box if any part of the fee is offset as                  
provided by Exchange Act Rule 0-11(a)(2) and            
identify the filing for which the offsetting fee        
was paid previously.  Identify the previous filing      
by registration statement number, or the Form or        
Schedule and the date of its filing.                    

(1)  Amount Previously Paid:                                

(2) Form, Schedule or Registration Statement No.:           

(3) Filing Party:                                           

(4) Date Filed:                                             

PRES14A
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PRELIMINARY - SUBJECT TO COMPLETION     

PATHFINDER  TRUST     

P.O. BOX 75231      
LOS ANGELES, CALIFORNIA 90075-0231      
800-444-4778      
______________________________      

NOTICE  OF  SPECIAL  MEETING  OF  SHAREHOLDERS      
TO  BE  HELD  JANUARY ___, 2000     

To our Shareholders:                                                            

Notice  is  hereby  given  that  a  Special Meeting of Shareholders of
PATHFINDER  FUND (the "FUND"), the sole series  of  PATHFINDER  TRUST  (the     
"TRUST"), will  be  held  at  2:00 P.M., Los Angeles time, on January ____,     
2000, at the offices of Pathfinder  Advisers,  Inc.,  4023 West 6th Street,     
Los Angeles, California 90020, for the following purposes:                      

1.  To  approve or disapprove the liquidation and termination  of  the
Fund and the Trust pursuant to the Plan of Liquidation attached to the
accompanying Proxy Statement as EXHIBIT A.                            

2. To consider  and  act  upon any other business as may properly come
before the meeting or any adjournment thereof.                        

Only shareholders of record  at the close of business on December ___,
1999  are  entitled  to  notice of and  to  vote  at  the  meeting  or  any     
adjournment thereof.                                                            

IT IS VERY IMPORTANT  THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
WHETHER OR NOT YOU EXPECT TO  BE  PRESENT,  PLEASE COMPLETE, SIGN, DATE AND     
PROMPTLY RETURN THE ENCLOSED PROXY CARD(S) IN  THE ENCLOSED SELF-ADDRESSED,     
STAMPED  ENVELOPE.   IN ORDER TO AVOID THE ADDITIONAL  EXPENSE  OF  FURTHER     
SOLICITATION,  WE  ASK YOUR  COOPERATION  IN  MAILING  YOUR  PROXY  CARD(S)     
PROMPTLY.                                                                       

         Patricia L. Stephan
Secretary 

Dated:   December ___, 1999                                                     

PRES14A
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PATHFINDER  TRUST     

P.O. BOX 75231      
LOS ANGELES, CALIFORNIA 90075-0231      
800-444-4778      
______________________________      

PROXY  STATEMENT      

SPECIAL  MEETING  OF  SHAREHOLDERS      
JANUARY ___, 2000     

This statement is furnished in connection with the solicitation by the
Board of Trustees of  PATHFINDER TRUST (the "TRUST") of proxies to be voted     
at the Special Meeting  of  Shareholders of PATHFINDER FUND (the "FUND") to     
be held at  2:00 P.M., Los Angeles  time,  on  January  ____,  2000, at the     
offices  of  Pathfinder Advisers, Inc., 4023 West 6th Street, Los  Angeles,     
California 90020,  for the purposes set forth in the accompanying Notice of     
Special  Meeting.  It  is  expected  that  this  Proxy  Statement  and  the     
accompanying Notice of Special Meeting will be first mailed to shareholders     
on or about December ___, 1999.                                                 

If  the  accompanying  form(s)  of  proxy  is  executed  properly  and
returned,  shares  represented  by  it  will  be  voted  at  the meeting in     
accordance with the instructions thereon.  However, if no instructions  are     
specified,  shares  will be voted FOR the Plan of Liquidation and according     
to the best judgment  of  the  proxy holders on all other matters.  A proxy     
may be revoked at any time prior  to the time it is voted by written notice     
to the Secretary of the Trust at the  address shown above, by submission of     
a subsequent proxy or by attendance at the meeting and voting in person.        

In order to be approved by shareholders,  the Plan of Liquidation must
be approved by the holders of a majority of the  outstanding  shares of the     
Fund, defined in the Investment Company Act of 1940, as amended  (the "1940     
ACT"),  as  the lesser of (i) 67% of such shares present at the meeting  if     
holders of more than 50% of the outstanding shares are present in person or     
by proxy, or  (ii)  more  than  50% of the outstanding shares.  A proxy may     
indicate that all or a portion of  the  shares  represented thereby are not     
being voted with respect to a specific proposal.   This  could  occur,  for     
example,  when a broker is not permitted to vote shares held in street name     
on certain  proposals  in  the  absence of instructions from the beneficial     
owner.  Shares that are not voted  with respect to a specific proposal will     
be considered as not present and entitled  to  vote  on such proposal, even     
though such shares will be considered present for purposes of determining a     
quorum and voting on other proposals.  Abstentions on  a  specific proposal     
will be considered as present, but not as voting in favor of such proposal.     
Because  the  proposal  to  approve  or  disapprove the Plan of Liquidation     
requires the affirmative vote of a specified  percentage  of  shares,  both     
the  non-voting  of  shares  and abstentions on that proposal will have the     
effect of votes against that proposal.                                          

At the close of business  on  the  record  date,  December ____, 1999,
there were ______ shares of the Fund outstanding, each of which shares will     
be  entitled  to one vote at the meeting.  Pathfinder Advisers,  Inc.,  the     
Trust's investment  adviser (the "MANAGER"), has informed the Trust that it     
intends to vote all of  its shares in favor of the Plan of Liquidation.  At     
the record date, the Manager owned _____% of the Fund's outstanding shares.     

The  cost of this solicitation  will  be  borne  by  the  Trust.   The
solicitation  will  be largely by mail but may include, without cost to the     
Trust, telephonic or  oral  communications  by  regular  employees  of  the     
Manager  and  by  Unified  Fund  Services,  Inc.,  the  Trust's shareholder     
servicing agent.                                                                

THE  PROPOSED  LIQUIDATION      
(PROPOSAL NO. 1)      

At a meeting held on December 3, 1999, the Board of  Trustees  of  the
Trust  unanimously determined that it is in the best interests of the Trust     
and the  Fund's  shareholders  to  liquidate and terminate the Fund and the     
Trust  as  promptly  as  practicable.   At   that   meeting,  the  Trustees     
unanimously  adopted  the  Plan  of  Liquidation  attached  to  this  Proxy     
Statement as EXHIBIT A (the "PLAN" or "PLAN OF LIQUIDATION").  As described     
below, the Trustees' decision is based primarily on  the  small size of the     
Fund  and  the effects of that size on the expenses of operating  the  Fund     
relative to its income.                                                         

As described  in  more detail below, the Plan generally provides that,
promptly upon shareholder approval of the Plan, (i)  the Trust will proceed     
to sell or otherwise dispose  of  all  of the assets of the Trust, (ii) the     
Trust will pay or otherwise provide for  the payment of all charges, taxes,     
expenses and other liabilities and obligations  of the Trust, and (iii) the     
proceeds of the sale or other disposition of such  assets  remaining  after     
paying  or  providing  for  all of such liabilities and obligations will be     
distributed to the shareholders  of the Fund in proportion to the number of     
shares of the Fund held by them, in one or more payments, all at such times     
and in such manner as the officers of the Trust consider appropriate.           

If approved at the meeting, it  is  anticipated  that  the liquidation
will be completed and the liquidating distribution(s) will be  paid  during     
the first quarter of 2000.                           However,   the   exact     
date(s) of the liquidating distribution(s) will depend on the time required     
to liquidate the Trust's assets.                                                

In order to be approved by shareholders, the Plan must be approved  by
the holders of a majority of the outstanding shares of the Fund, defined in     
the 1940 Act as the lesser of (i) 67% of such shares present at the meeting     
if holders of more than 50% of the outstanding shares are present in person     
or  by  proxy, or (ii) more than 50% of the outstanding shares. If the Plan     
is not approved by shareholders, the Trustees will consider what action, if     
any, should be taken in the interests of the Fund's shareholders, including     
calling another  special  shareholders'  meeting  to reconsider the Plan or     
another plan of liquidation, continued suspension of  sales  of Fund shares     
or other possible alternatives.                                                 

THE  BOARD  OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE  FOR  THE
PLAN OF LIQUIDATION.                                                            

RIGHT OF REDEMPTION PENDING LIQUIDATION                                         

Neither the adoption  of the Plan by the Trustees or shareholders, nor
any of the transactions contemplated by the Plan, will have any effect on a     
shareholder's right to redeem  its  shares,  and  the Fund will continue to     
honor  all redemption requests in accordance with its  current  Prospectus.     
Accordingly,  shareholders  are  not  required  to  wait for the Plan to be     
approved or for the Fund to be liquidated to redeem their shares.               

The Fund will not, however, accept any additional  investments  in the
Fund  from  new  or  existing  shareholders,  except  as  a  result  of the     
reinvestment  of  dividends  and capital gains distributions on outstanding     
shares.                                                                         

BACKGROUND AND REASONS FOR THE LIQUIDATION                                      

The Board of Trustees' decision  to  liquidate  and terminate the Fund
and  the Trust is based primarily on the small size of  the  Fund  and  the     
effect  of  such size on the expenses of operating the Fund relative to its     
income.                                                                         

The net  assets  of  the Fund have declined from a recent-year high of
approximately $3.8 million  at  October  31,  1997,  to  approximately $1.6     
million  at  October  31,  1999.   The  Trustees  attribute  this   decline     
principally  to the performance of the Fund during 1998, which resulted  in     
the Fund's performance lagging relative to its peer group and its benchmark     
Russell 2000 Index,  as well as the relative disfavor of small cap funds in     
the current market environment  and general consolidation in the investment     
company industry.  All of these factors  have  resulted  in  redemptions of     
Fund shares and a failure to attract substantial new investors.                 

At  the same time, the Fund's expenses, including among others,  those
incurred in  maintaining  the  Trust's  status  as  a  open-end  investment     
company, complying with SEC and state reporting requirements, and  auditing     
and  legal  fees, have not experienced a decline, as such expenses must  be     
incurred regardless  of the number of shareholders or size of the Fund.  As     
a result, the Fund's ratio  of  expenses  to  average  net asset (after fee     
waivers  and  expense  reimbursements by the Manager) rose  from  1.37%  at     
October 31, 1997 to 2.5%  at  April 30, 1999.  The Fund's expense ratio was     
maintained at 2.5% due to voluntary  fee waivers and expense reimbursements     
by  the  Manager.  However, later during  1999,  the  Manager  ceased  this     
voluntary arrangement and, at October 31, 1999, the expense ratio had risen     
to ___%.   The  Manager  has  advised  the Trustees that it would not again     
begin to reimburse or otherwise bear the  operating expenses of the Fund in     
the future.  Because it would take a substantial  rise  in  the  Fund's net     
assets  and  the number of shareholders investing in the Fund to materially     
decrease the expense ratio, it is not expected that the expense ratio would     
decrease in the near future.                                                    

The Trustees  considered  various alternatives, including the possible
combination of the Fund with another  unaffiliated  mutual  fund but, after     
inquiries  made,  concluded  that  finding  a  viable  merger  partner  was     
unlikely.    The Trustees ultimately determined at their December  3,  1999     
meeting that liquidation  and termination of the Fund and the Trust were in     
the best interests of the Trust  and  the Fund's shareholders.  Among other     
things, the Trustees determined that the  proposed  liquidation will permit     
the Fund's shareholders to invest the distributions they  receive  upon the     
Fund's liquidation in investment vehicles of their own choice.                  

PLAN OF LIQUIDATION                                                             

The  following  is  a summary of the material features of the Plan  of
Liquidation and does not purport  to  be  complete.  A copy of the complete     
Plan is attached to this Proxy Statement as EXHIBIT A.                          

The Plan provides that, immediately upon  shareholder  approval of the
Plan,  the Trust will cease to conduct business except for the  purpose  of     
winding  up  its  affairs and otherwise carrying out the terms of the Plan.     
The Trust will then  proceed  to  sell  or  otherwise dispose of all of the     
assets of the Trust, at such times and in such  manner  as  the officers of     
the Trust consider appropriate.  The Manager will supervise and  manage the     
sale of the Fund's portfolio securities.                                        

The  Trust will also pay or otherwise provide for the payment  of  all
charges, taxes,  expenses  and  other  liabilities  and  obligations of the     
Trust,  at  such  times  and  in such manner as the officers of  the  Trust     
consider appropriate.  Pursuant to a letter agreement with the Trust, dated     
December 3, 1999, the Manager has  agreed  to  assume all known liabilities     
and obligations of the Trust that have not been paid or discharged prior to     
the date of the final liquidating distribution,  as  well as any unknown or     
contingent liabilities of the Trust.  Among the obligations  to  be assumed     
by  the  Manager  would  be  the obligations of the Trust to indemnify  its     
Trustees and officers to the fullest  extent  permitted  by  law  under the     
Trust's Master Trust Agreement, if indemnifiable claims are made.               

Pursuant  to  the Plan, upon the liquidation of the Trust's assets  as
described above, the  proceeds  of  the  sale  or other disposition of such     
assets remaining after paying or providing for all  of  its charges, taxes,     
expenses and other liabilities and obligations, will be distributed  to the     
shareholders of the Fund in proportion to the number of shares of the  Fund     
held  by  them  and  recorded  on  the  books  of  the Trust in one or more     
payments, all at such times and in such manner as the officers of the Trust     
consider appropriate.  Pursuant to the Trust's letter  agreement  with  the     
Manager,  any  assets  that  have  not  been  sold  for cash (I.E., prepaid     
expenses, non-refundable deposits, etc.) or liabilities  that have not been     
paid or discharged (I.E., accrued expenses, etc.) at the time  of the final     
liquidating  distribution will be distributed to the Manager in respect  of     
its shares in  the  Fund.   For  this  purpose,  all  of  such  assets  and     
liabilities,  if any, will be valued at the amount recorded on the books of     
the Fund immediately prior to the payment of the final distribution.            

The Plan provides  that  all expenses of carrying out the Plan will be
borne by the Trust, whether or  not  the liquidation is effected.  The Plan     
authorizes the officers of the Trust to  establish  reserves,  as they deem     
appropriate,  to provide for the payment of such expenses and to  meet  any     
other liabilities  and  obligations  of  the Trust, and all amounts in such     
reserves will be deducted from the net assets  of the Fund distributable to     
shareholders.   At  its December 3, 1999 meeting,  the  Board  of  Trustees     
established a reserve in the amount of $25,000, which is estimated to cover     
the legal, accounting,  printing  and  other  expenses  associated with the     
liquidation  and  the  related  shareholders'  meeting.  This  reserve  was     
charged against the net assets of the Fund on December  6, 1999.  The Board     
determined  that  this  reserve  was  in the best interests of  the  Fund's     
shareholders  because  it  resulted  in  those   expenses  being  allocated     
proportionately among all shareholders as of that date.                         

Pursuant to the Plan, the Trust will make all filings with, and obtain
all approvals of, governmental authorities as may be required in connection     
with the Plan or the termination of the Trust generally  including, without     
limitation, the Securities and Exchange Commission and the  Commonwealth of     
Massachusetts  or  any  agency thereof.  As soon as practicable  after  the     
final liquidating distribution,  the  officers  of the Trust will close the     
books of the Trust and prepare and file all required income tax returns and     
other  documents.   Promptly  thereafter,  the Trust  will  be  statutorily     
terminated  under  Massachusetts  law  and will  cease  to  exist,  and  no     
shareholder will have any interest whatsoever in the Trust.                     

The Trustees may amend or terminate  the  Plan  at any time, before or
after  shareholder approval, if they determine that such  action  would  be     
advisable   and  in  the  best  interests  of  the  Trust  and  the  Fund's     
shareholders.                                                                   

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

THE PAYMENT  OF  LIQUIDATING  DISTRIBUTIONS  TO SHAREHOLDERS WILL BE A
TAXABLE  EVENT.   BECAUSE  THE  INCOME TAX CONSEQUENCES  FOR  A  PARTICULAR     
SHAREHOLDER   MAY  VARY  DEPENDING  ON   INDIVIDUAL   CIRCUMSTANCES,   EACH     
SHAREHOLDER IS  URGED  TO  CONSULT  ITS  OWN  TAX  ADVISERS  CONCERNING THE     
FEDERAL,  STATE  AND  LOCAL  TAX  CONSEQUENCES  OF RECEIPT OF A LIQUIDATING     
DISTRIBUTION.                                                                   

The following discussion is a summary of the  material  United  States
federal  income  tax  consequences  of  the proposed liquidation to certain     
shareholders and does not purport to be a  complete  analysis or listing of     
all  potential tax considerations or consequences relevant  to  a  decision     
whether  to  vote  in  favor  of  the liquidation.  The discussion does not     
address  all  aspects  of  federal  income   taxation  that  may  apply  to     
shareholders in light of their status or personal investment circumstances,     
nor does it address the federal income tax consequences  of the liquidation     
that  may  apply  to  shareholders  subject to special federal  income  tax     
treatment,    including   corporations,   trusts,    estates,    tax-exempt     
organizations,  non-resident aliens or dealers in securities.  In addition,     
the discussion does  not  address the effect of any applicable state, local     
or  foreign tax laws.  The discussion  assumes  that  shares  are  held  as     
capital  assets  within the meaning of Section 1221 of the Internal Revenue     
Code of 1986, as amended (the "CODE").                                          

As discussed  above,  pursuant  to  the  Plan,  the Fund will sell its
assets and distribute the proceeds to its shareholders.  The Fund currently     
qualifies,  and  intends  to continue to qualify through  the  end  of  the     
liquidation period, for treatment  as  a regulated investment company under     
the Code, so that it will not be taxed on  any  of  its net income from the     
sale of its assets.                                                             

However, the payment of liquidating distributions to shareholders will
be  a  taxable  event.   A liquidating distribution, to the  extent  it  is     
composed of net investment  company  taxable  income  and capital gains net     
income, if any, will be taxable to the shareholders as  ordinary  income or     
as capital gains income, respectively.  Each shareholder will be viewed  as     
having  sold  its  Fund  shares  for  an  amount  equal  to the liquidating     
distribution(s) he or she receives.  Each shareholder will  recognize  gain     
or  loss  in  an  amount  equal to the difference between the shareholder's     
adjusted  tax  basis in the Fund  shares,  and  the  aggregate  liquidating     
distribution(s)  received  by  such  shareholder.  The gain or loss will be     
capital gain or loss to the shareholder  if  the  Fund  shares were capital     
assets in the shareholder's hands.  If the shares have been  held  for more     
than twelve months, the gain or loss will constitute long-term capital gain     
or  loss.   For  shares  held  one  year  or  less,  the  gain or loss will     
constitute  a  short-term  capital  gain or loss.  To the extent  that  any     
portion of the liquidating distribution  is paid from the Fund's current or     
accumulated  earnings  and profits, the distribution  will  be  taxable  to     
shareholders as an ordinary  income  dividend  or, if paid from net capital     
gains, a capital gain dividend.  Shareholders will  be  notified  of  their     
respective  shares  of  ordinary  and capital gain dividends for the Fund's     
final fiscal year in normal tax-reporting  fashion.   Amounts  included  in     
income as dividends will increase a shareholder's adjusted tax basis in the     
shareholder's  shares for purposes of computing gain or loss on the receipt     
of the liquidating distribution.                                                

The Trust generally  will  be  required to withhold tax at the rate of
31% with respect to any liquidating distribution  paid  to  individuals and     
certain other non-corporate shareholders who have not previously  certified     
to  the  Trust that their social security number or taxpayer identification     
number provided  to  the  Trust  is correct and that the shareholder is not     
subject to backup withholding.                                                  

IRA ACCOUNTS.  The receipt of  a  liquidating  distribution  by an IRA
that  holds  shares  of the Fund generally would not be viewed as a taxable     
event to the owner.  However,  some  IRAs  that  hold  shares may have been     
established  with  custodians  who  do not have the power to  reinvest  the     
liquidating  distribution, but instead  must  immediately  distribute  such     
amounts to the  IRA  owner.   In  this situation, the distribution would be     
taxable to the owner for federal income  tax purposes and, if the owner has     
not attained the age of 59  1/2  , would also  be  subject to an additional     
10% early withdrawal penalty tax.  However, in that circumstance, the owner     
may  be  able to avoid a taxable event by either (i) transferring  the  IRA     
account balance  before it is distributed directly to another IRA custodian     
or trustee, or (ii)  rolling over the distribution within 60 days after the     
date of the distribution  to  another  IRA.  An IRA may be rolled over only     
once  in  any  one-year period.  Therefore,  a  rollover  will  not  be  an     
available alternative  if  the  IRA  was rolled over at any time within the     
one-year period preceding the date of  the  distribution.  IRA shareholders     
who do not wish to roll over their liquidating  distributions,  or who have     
rolled  over  their  IRA  during  the previous year, may contact the Fund's     
shareholder servicing agent, Unified  Fund  Services,  Inc.,  at (800) 207-     
0760, to make other arrangements for the transfer of their IRA.   There are     
many rules governing IRAs and the transfer and rollover of IRA assets.   In     
addition,  tax  results  may vary depending on the status of the IRA owner.     
Therefore, owners of IRAs  should  consult  with  their  own  tax  advisers     
concerning the consequences of the liquidating distribution.                    

Again,  the  foregoing  summary  is  generally limited to the material
federal income tax consequences to shareholders  who  are individual United     
States citizens and who hold shares as capital assets.  It does not address     
the federal income tax consequences to shareholders who  are,  for example,     
corporations,   trusts,  estates,  tax-exempt  organizations,  non-resident     
aliens or dealers  in  securities.   This summary does not address state or     
local tax consequences.  Shareholders  are  urged  to consult their own tax     
advisers to determine the extent of the federal income  tax  liability they     
would incur as a result of receiving a liquidating distribution, as well as     
any tax consequences under any applicable state, local or foreign laws.         

SECURITY  OWNERSHIP BY CERTAIN BENEFICIAL OWNERS      
AND MANAGEMENT      

The  following table provides certain information as of December  ___,
1999, with respect to those persons known to the Trust to be the beneficial     
(and record) owners (having sole voting and dispositive power) of more than     
5% of outstanding shares of the Fund:                                           

NAME AND ADDRESS               NUMBER                PERCENT      
OF BENEFICIAL OWNER           OF SHARES              OF SHARES      

[TO BE COMPLETED AS OF RECORD DATE.]      

At December  ____,  1999,  Edwin  R.  Bernstein,  the President of the
Trust,  beneficially  owned  ________  shares, or ____% of the  outstanding     
shares of the Fund (including the shares listed in the table above as owned     
by the Manager, which are attributable to  Mr. Bernstein due to his control     
of the Manager).  At that date, no other Trustee  or  officer  of the Trust     
beneficially owned more than  1% of the outstanding shares of the Fund, and     
all  Trustees  and  officers  of the Trust, as a group, beneficially  owned     
________ shares, or ___% of the outstanding shares of the Fund.  All of the     
Trust's Trustees and officers have  informed  the Trust that they intend to     
vote all of their shares in favor of the Plan of Liquidation.                   

INFORMATION  ABOUT  THE  TRUST      

GENERAL                                                                         

The Trust is a Massachusetts business trust  registered as an open-end
management  investment  company  under the 1940 Act.   The  Trust  and  its     
business  are  described  in its Prospectus  and  Statement  of  Additional     
Information, each dated November  30,  1998,  and in its most recent annual     
and semi-annual reports.  A copy of the Fund's Annual Report for the fiscal     
year  ended October 31, 1999 [ACCOMPANIES THIS PROXY  STATEMENT]  [WILL  BE     
MAILED TO SHAREHOLDERS ON OR PRIOR TO DECEMBER 31, 1999].                       

COPIES  OF  THE  FUND'S MOST RECENT ANNUAL REPORT, AND THE MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING  THE  ANNUAL  REPORT,  IF ANY, ARE AVAILABLE,     
WITHOUT  CHARGE,  BY  CONTACTING THE FUND AT P.O. BOX 75231,  LOS  ANGELES,     
CALIFORNIA 90075-0231, ATTENTION:  PATRICIA L. STEPHAN, OR BY CALLING (800)     
444-4778.                                                                       

At the close of business  on  December 3, 1999, the date preceding the
public announcement of the proposed liquidation, the Fund's net assets were     
$1,618,707, and its net asset value per share was $8.06.                        

The Trust is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated by any governmental authorities.       

MANAGEMENT                                                                      

The Trust's investment adviser is Pathfinder Advisers, Inc., 4023 West
6th  Street,  Los  Angeles, California   90020.   The  Trust's  shareholder     
servicing agent, transfer agent, fund accounting agent and administrator is     
Unified Fund Services,  Inc.,  431 North Pennsylvania Street, Indianapolis,     
Indiana 46204.  The Trust acts as its own distributor.                          

OTHER  MATTERS      

No business other than as set  forth herein is expected to come before
the meeting, but should any other matter  requiring  a vote of shareholders     
properly arise, including any question as to an adjournment of the meeting,     
the  persons  named  in  the  enclosed form(s) of proxy will  vote  thereon     
according to their best judgment in the interests of the Trust.                 

SHAREHOLDER  PROPOSALS      

The Trust does not hold annual or regular meetings of shareholders.  A
shareholder proposal intended to  be presented at any subsequent meeting of     
the shareholders of the Trust must  be  received  by the Trust a reasonable     
time before the Board of Trustees makes the solicitation  relating  to such     
meeting in order to be included in the Trust's proxy statement and forms of     
proxy relating to that meeting.                                                 

     Patricia L. Stephan
Secretary     

Dated:   December ___, 1999                                                     

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                                                            EXHIBIT  A

PLAN  OF  LIQUIDATION     

THIS  PLAN  OF  LIQUIDATION  (the  "PLAN")  is adopted by the Board of
Trustees of PATHFINDER TRUST, a Massachusetts business trust (the "TRUST"),     
and provides for the complete liquidation and termination  of the Trust and     
its PATHFINDER FUND series of shares (the "FUND"), which is the sole series     
of the Trust.                                                                   

1.   SHAREHOLDER APPROVAL.                                                      

This Plan shall be submitted for approval by the shareholders  of  the
Fund,  at  a special meeting of shareholders to be called and held for such     
purpose in accordance with the Trust's Master Trust Agreement, as amended.      

2.   TERMINATION OF BUSINESS OPERATIONS.                                        

Immediately  upon  shareholder  approval of this Plan, the Trust shall
cease to conduct business except for the  purpose of winding up its affairs     
and otherwise carrying out the terms of this  Plan.  The liquidation of the     
Trust contemplated hereby shall be completed as  soon  as practicable after     
the date of such approval.                                                      

3.   LIQUIDATION OF ASSETS.                                                     

As soon as practicable after shareholder approval of  this  Plan,  the
Trust  shall  proceed  to sell or otherwise dispose of all of the assets of     
the Trust, at such times  and  in  such manner as the officers of the Trust     
shall consider appropriate, in order  to  reduce the assets of the Trust to     
distributable  form  in  cash,  securities  or  other   property,   or  any     
combination  thereof.   The Fund's investment adviser, Pathfinder Advisers,     
Inc. (the "MANAGER"), shall  supervise  and  manage  the sale of the Fund's     
portfolio securities.                                                           

4.   PAYMENT OF LIABILITIES.                                                    

The  Trust  shall  pay  or otherwise provide for the  payment  of  all
charges,  taxes, expenses and other  liabilities  and  obligations  of  the     
Trust, at such  times and in such manner as the officers of the Trust shall     
consider appropriate.   All  known liabilities and obligations of the Trust     
that have not been paid or discharged  prior  to  the  date  of  the  final     
liquidating  distribution, as well as any unknown or contingent liabilities     
of the Trust,  shall  be  assumed  by  the  Manager  in accordance with its     
agreement with the Trust.                                                       

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5.   EXPENSES; RESERVES.                                                        

The expenses of carrying out this Plan shall be borne  by  the  Trust,
whether  or  not  the  liquidation  contemplated  hereby  is effected.  The     
officers of the Trust may establish reserves, as they deem  appropriate, to     
provide for the payment of such expenses and to meet any other  liabilities     
and  obligations  of  the Trust, and all amounts in such reserves shall  be     
deducted from the net assets  of  the Fund distributable to shareholders as     
provided for herein.                                                            

6.   DISTRIBUTIONS TO SHAREHOLDERS.                                             

Upon the liquidation of the Trust's  assets as aforesaid, the proceeds
of the sale or other disposition of such assets  remaining  after paying or     
providing for all of its charges, taxes, expenses and other liabilities and     
obligations,  shall  be  distributed  to  the shareholders of the  Fund  in     
proportion to the number of shares of the Fund held by them and recorded on     
the books of the Trust in one or more payments,  all  at  such times and in     
such manner as the officers of the Trust shall consider appropriate.            

7.   FILINGS; ETC.                                                              

The Trust shall make all such filings, notices and declarations  with,
and  use  all reasonable commercially reasonable efforts to obtain all such     
consents, approval  or  authorizations  of, all governmental authorities as     
may be required in connection with this Plan  or  the  termination  of  the     
Trust  generally including, without limitation, the Securities and Exchange     
Commission and the Commonwealth of Massachusetts or any agency thereof.         

8.   MISCELLANEOUS.                                                             

(a)  The  Trustees  may  modify,  amend or terminate this Plan and the
transactions contemplated hereby at any  time,  before or after shareholder     
approval, if they determine that such action would  be advisable and in the     
best interests of the Trust and the shareholders of the Fund.                   

(b)  The Trustees and officers of the Trust shall  have  authority  to
execute  and  deliver  on behalf of the Trust and the Fund any and all such     
agreements, instruments, certificates or other documents, make such filings     
and give such notices, and take any and all such other actions, as they may     
deem  necessary  or  desirable   to   consummate  and  make  effective  the     
transactions contemplated by this Plan,  and  otherwise  to  implement  the     
intents  and  purposes  of  this  Plan  (including, without limitation, the     
execution and filing of all tax returns, forms and other documents).            

(c)  This Plan shall be governed and  construed in accordance with the
laws of the Commonwealth of Massachusetts.                                      

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PATHFINDER TRUST      
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES      

I, the undersigned shareholder of PATHFINDER FUND (the "Fund"), hereby
appoint  Edwin  R. Bernstein and Patricia L. Stephan,  or  either  of  them     
singly, my proxies  with  full power of substitution, to vote all shares of     
the Fund which I am entitled to vote at the Special Meeting of Shareholders     
to be held at 2:00 P.M., Los  Angeles  time,  on January ____, 2000, at the     
offices of Pathfinder Advisers, Inc., 4023 West  6th  Street,  Los Angeles,     
California 90020, and at any adjournment thereof, as follows:                   

1.   Proposal  to approve or disapprove the liquidation and termination  of     
the Fund and the Trust pursuant to the Plan of Liquidation.           

[    ]FOR      [    ] AGAINST      [    ] ABSTAIN           

2.   In their discretion on any other matters that may properly come before     
the meeting or any adjournment thereof.                               

(Continued and to be signed on the other side)      

(Continued from other side)     

THIS PROXY  WHEN  PROPERLY  EXECUTED  WILL  BE  VOTED  IN  THE  MANNER
SPECIFIED  HEREON  AND,  IN THE ABSENCE OF SPECIFICATION, WILL BE VOTED FOR     
THE PLAN OF LIQUIDATION AND  ACCORDING  TO  THE  BEST JUDGMENT OF THE PROXY     
HOLDERS ON ALL OTHER MATTERS.                                                   

Please sign exactly as name appears below.  When  shares  are  held by
two  or  more  persons, all of them should sign.  When signing as attorney,     
executor, administrator,  trustee  or  guardian,  please give full title as     
such.   If  a corporation, please sign in full corporate  name  by  a  duly     
authorized officer.   If  a partnership, please sign in partnership name by     
authorized person.  Receipt  of  Notice  of Special Meeting of Shareholders     
and Proxy Statement is hereby acknowledged.                                     

Signature                  Signature if Held Jointly      

                      Dated:  __________________, 2000

                              Please  mark, sign, date and return this
                              proxy card  promptly  using the enclosed
envelope. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
Corrected on:		5/28/04
		12/31/99		3
For Period End:		12/30/99							24F-2NT,  N-30D,  NSAR-B
Changed as of:		12/15/99
Filed on:		12/13/99
		12/6/99		3					497
		12/3/99		3
		10/31/99		3					24F-2NT,  N-30D,  NSAR-B
		4/30/99		3					N-30D,  N-30D/A,  NSAR-A
		11/30/98		3					485BPOS,  N-30D
		10/31/97		3					24F-2NT,  N-30D,  NSAR-B
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