PURISIMA FUNDS
N-30D, 1998-10-01
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SHAREHOLDER LETTER

We are  pleased to bring you the  annual  report of the  Purisima  Funds for the
one-year period ended August 31, 1998. During the reporting period, we continued
to pursue our  investment  objective of seeking a high level of total return for
our  shareholders.  Our  investment  strategy  for the Fund  helped  generate  a
one-year,  net total  return of 5.26%,  beating  the 3.74%  total  return of our
benchmark,  the MSCI world index, which is a global index that tracks the stocks
of developed  economies the Fund may invest in,  including the stocks in the S&P
500.


ECONOMIC UPDATE

The biggest event for American  investors,  during the reporting  period was the
August drop in the U.S. stock market.  Typically the stock market  experiences a
correction  about once a year. The S&P 500 fell almost twenty percent in August,
while the Russell 2000 small cap index dropped over thirty percent from its high
earlier in the year.  Yet  America's  economy  appears to still be healthy.  The
dollar and U.S. bond market both stayed strong, and interest rates remained low,
while economic  growth  continued.  We currently don't expect the market to slip
into a lengthy bear market. At the time of this report,  however,  we're waiting
for U.S. stocks to recover before we decide whether this is a correction or bear
market.  Whichever it is, we expect the market to first recover,  before it goes
higher or drops  again,  and we plan on  benefiting  from that  bounce up.  Bear
markets  historically  fall an average of 2% a month.  If they drop  faster than
this they soon bounce  back,  so even if this is a bear market we believe we can
wait for  that  bounce,  benefit  from a rise in  stocks  and  then  decide  our
investment strategy when newer market information is available.


PORTFOLIO UPDATE

We believe this recent drop in the stock market  validates  our global and super
cap investment  strategies.  Although there was continued  turmoil in developing
markets,  like Russia and  several  Asian  nations,  the Fund does not invest in
small, developing economies. Many of the large, foreign, developed markets we do
invest  in  performed  better  than the  U.S.  in  August,  helping  the  fund's
performance.  Also, big cap U.S. stocks have shown  themselves to be superior to
small caps,  over the past twelve months.  Not only have they risen higher,  but
when the market  fell,  large caps held up much better  than  small.  We've been
saying for a while that in the last two-thirds of a bull market and beginning of
a bear market you want to own the biggest of big stocks.  Although at this time,
we believe the market drop was a monster  correction  and not the beginning of a
bear market,  the fall  supported  our argument  that large caps rise higher and
don't fall as far, as small caps,  at this point in the market's  cycle.  Please
remember,  however,  the  opinions  expressed  in this report are for the twelve
months ended August 31, 1998 and

Note:  The Purisima  Total  Return Fund (The  "Fund"),  constitutes  the initial
series of the Purisima Funds (the "Trust").  may change with market  conditions.
In addition  to this  report  you'll also  receive  quarterly  newsletters  with
economic  and  portfolio   commentary,   allowing  you  to  better  follow  your
investments. As always, we appreciate your continued support and look forward to
serving your investment needs in the future.


Sincerely,


Kenneth L. Fisher
Chairman and Chief Executive Officer
Fisher Investments, Inc.
<PAGE>
PORTFOLIO
SUMMARY

PERIODS ENDED 8/31/98

                           ONE-YEAR         SINCE INCEPTION
                                            (10/28/96)
Cumulative
Total Return(1)            5.26%            24.94%

Average Annual                              12.86%
Total Return(2)

(1)  Cumulative  total return measures the change in value of an investment over
     the periods indicated and includes all fund expense fees.

(2)  Average  annual total return  represents the average annual change in value
     of an investment  over the periods  indicated and includes all fund expense
     fees.  Average  annual  total  return and  cumulative  total return for the
     one-year period would be identical.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RESULTS.
<PAGE>
            PURISIMA CUMULATIVE TOTAL RETURN VERSUS MSCI WORLD INDEX
            $10,000 INVESTED FROM INCEPTION ON 10/28/96 TO 8/31/98*

                             PURISIMA              MSCI
                           TOTAL RETURN         WORLD INDEX

OCTOBER 96                    10,000              10,000
                                                  
DECEMBER 96                   10,100              10,425
                                                  
FEBRUARY 97                   10,480              10,669
                                                  
APRIL 97                      10,860              10,796
                                                  
JUNE 97                       12,200              12,029
                                                  
AUGUST 97                     11,870              11,738
                                                  
OCTOBER 97                    11,910              11,720
                                                  
DECEMBER 97                   12,384              12,069
                                                  
FEBRUARY 98                   13,576              13,241
                                                  
APRIL 98                      14,709              13,930
                                                  
JUNE 98                       14,928              14,078
                                                  
AUGUST 98                     12,494              12,177
                                    

*The Morgan  Stanley MSCI World is a global stock index  comprised of countries,
such as the U.S.,  where the Purisima  Funds may invest.  Purisima  Total Return
includes all expenses. Past performance is not predictive of future results.
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                            SCHEDULE OF INVESTMENTS
                                AUGUST 31, 1998

                                                       % OF            MARKET
 SHARES                                              NET ASSETS         VALUE
- --------     COMMON STOCK                            ----------      -----------
                                                                     
             AUTOMOBILE                                 5.3%         
  3,300      Daimler - Benz AG - ADR                                   $280,500
 19,040      Fiat SPA - ADR                                             290,360
  8,100      Ford Motor Co.                                             356,400
  1,000      General Motors Corp.                                        57,750
  5,700      Volvo AB - ADR                                             153,187
                                                                     -----------
                                                                      1,138,197
                                                                     -----------
                                                                     
             BANKING                                   11.5%         
 18,200      Banco Bilbao Vizcaya - ADR                                 228,638
 49,650      Bank of Tokyo - Mitsubishi - ADR                           335,138
  2,400      Bankamerica Corp.                                          153,750
  6,800      Chase Manhattan Corp.                                      360,400
  3,900      Citicorp                                                   421,688
 14,600      Espirito Santo Finl - ADR                                  240,900
  5,500      Istitu Mobiliare Ital -  ADR                               246,125
  3,900      Nationsbank Corp.                                          222,300
  2,800      Nat'l Australia Bank - ADR                                 170,275
  3,800      WestPac Banking - ADR                                       99,038
                                                                     -----------
                                                                      2,478,252
                                                                     -----------
                                                                     
             CHEMICALS                                  4.1%         
  7,100      Dupont De Nemours & Co.                                    409,581
  6,200      Hoechst Ag Sponsored ADR                                   245,287
  6,800      Norsk Hydro A/S - ADR                                      233,750
                                                                     -----------
                                                                        888,618
                                                                     -----------
                                                                     
             COMMUNICATION EQUIPMENT                    4.5%         
  5,600      Alcatel Alsthom - ADR                                      169,050
  5,200      Ericsson (LM) Tel. - ADR                                   111,475
  5,700      Lucent Technologies, Inc.                                  403,988
  4,200      Nokia Corp. - ADR A                                        280,613
                                                                     -----------
                                                                        965,126
                                                                     -----------
                                                                     
             COMPUTER COMPONENTS & SOFTWARE             5.0%         
  4,875      Cisco Systems, Inc.*                                       399,141
  4,700      Microsoft Corp.*                                           450,906
  6,500      NEC Corp. - ADR                                            232,375
                                                                     -----------
                                                                      1,082,422
                                                                     -----------
                                                                     
             COMPUTERS                                  3.1%         
  4,100      Hewlett-Packard Co.                                        199,106
  4,100      IBM Corp.                                                  461,762
                                                                     -----------
                                                                        660,868
                                                                     -----------
                                                                     
             CONSUMER PRODUCTS                          3.0%         
  5,900      Coca-Cola Co.                                             $384,238
  9,050      Pepsico, Inc.                                              250,572
                                                                     -----------
                                                                        634,810
                                                                     -----------
                                                                     
             COSMETICS AND TOILETRIES                   0.4%         
  2,300      Gillette Co.                                                94,587
                                                                     -----------
                                                                     
             ELECTRIC UTILITIES                         0.7%         
  8,300      Endesa S.A. - ADR                                          149,400
                                                                     -----------
<PAGE>
                     PURISIMA TOTAL RETURN FUND

                      SCHEDULE OF INVESTMENTS
                          AUGUST 31, 1998

                                                        % OF           MARKET
 SHARES                                              NET ASSETS         VALUE
- ---------    COMMON STOCK                            ----------      -----------

             ELECTRICAL EQUIPMENT                       6.2%
  1,700      ABB AB - ADR                                               180,200
  6,300      General Electric Co.                                       504,000
  8,050      Hitachi Ltd - ADR                                          397,469
  4,250      Philips Electronics                                        254,734
                                                                     -----------
                                                                      1,336,403
                                                                     -----------
                                                                     
             ENTERTAINMENT                              1.7%         
 13,100      The Walt Disney Co.                                        359,431
                                                                     -----------
                                                                     
                                                                     
             FINANCIAL SERVICES                         1.5%         
  2,800      Federal National Mortgage Association                      159,075
  2,800      ING Group N. V.                                            152,600
                                                                     -----------
                                                                        311,675
                                                                     -----------
                                                                     
             FOOD                                       1.1%         
  3,600      Unilever N.V.                                              228,150
                                                                     -----------
                                                                     
                                                                     
             GOLD & SILVER                              1.8%         
 16,500      Agnico-Eagle Mines, Ltd                                     45,375
  7,800      Ashanti Goldfields - GDR                                    48,750
 15,700      Battle Mountain Gold Co.                                    48,081
  9,200      Coeur D'Alene Mines*                                        37,375
 37,000      Echo Bay Mines, Ltd                                         57,812
  8,200      Homestake Mining Co.                                        72,775
 28,814      Kinross Gold Corp.*                                         52,225
 75,000      Royal Oak Mines, Ltd*                                       32,813
                                                                     -----------
                                                                        395,206
                                                                     -----------
                                                                     
             HOUSEHOLD PRODUCTS                         2.3%         
  6,500      Procter & Gamble Co.                                       497,250
                                                                     -----------
                                                                     
                                                                     
             HOUSEHOLD AUDIO & VIDEO EQUIPMENT          1.4%         
  4,100      Sony Corp. - ADR                                           289,819
                                                                     -----------
                                                                     
                                                                     
             INSURANCE                                  2.0%         
    200      Aegon N.V. - ADR                                            17,100
  4,537      American Int'l Group                                       350,767
  1,200      Axa SA - ADR                                                65,175
                                                                     -----------
                                                                        433,042
                                                                     -----------
                                                                     
             OIL & GAS                                  6.1%         
  3,300      Elf Aquitaine - ADR                                        161,288
  7,900      Exxon Corp.                                                516,956
  1,000      Mobil Corp.                                                 69,125
  4,200      Repsol SA - ADR                                            184,538
  3,800      Royal Dutch Petroleum                                      151,050
  4,950      Total SA - ADR                                             237,909
                                                                     -----------
                                                                      1,320,866
                                                                     -----------

<PAGE>
                     PURISIMA TOTAL RETURN FUND

                      SCHEDULE OF INVESTMENTS
                          AUGUST 31, 1998

                                                        % OF           MARKET
 SHARES                                              NET ASSETS         VALUE
- ---------    COMMON STOCK                            ----------      -----------

             PHARMACEUTICALS                           15.9%
  5,100      Abbott Laboratories                                        196,350
  6,600      American Home Products                                     330,825
 18,900      Astra AB - ADR - A                                         304,762
  4,100      Bristol-Myers Squibb Co.                                   401,287
  6,300      Johnson & Johnson                                          434,700
  4,600      Lilly (Eli) & Co.                                          301,300
  4,550      Merck & Co., Inc.                                          527,516
    200      Novartis AG - ADR                                           15,550
  3,200      Novo-Nordisk A/S- ADR                                      214,200
  5,000      Pfizer, Inc.                                               465,000
  4,800      Rhone - Poulenc SA - ADR                                   220,800
                                                                     -----------
                                                                      3,412,290
                                                                     -----------
                                                                     
             PHOTOGRAPHY                                1.3%         
  8,700      Fuji Photo Film - ADR                                      282,750
                                                                     -----------
                                                                     
                                                                     
             PUBLISHING AND PRINTING                    1.4%         
    155      Berkshire Hathaway Inc-B*                                  311,240
                                                                     -----------
                                                                     
                                                                     
             RADIO & TV BROADCASTING EQUIPMENT          1.0%         
  1,500      Matsushita Electric Industrial Co., Ltd                    205,969
                                                                     -----------
                                                                     
                                                                     
             RETAIL                                     2.5%         
  9,200      Wal-Mart Stores, Inc.                                      540,500
                                                                     -----------
                                                                     
                                                                     
             SEMI-CONDUCTORS                            2.3%         
  6,500      Intel Corp.                                                462,719
    600      ST Microelectronics NV*                                     31,312
                                                                     -----------
                                                                        494,031
                                                                     -----------
                                                                     
             TELECOMMUNICATIONS                        12.2%         
  8,650      AT&T Corp.                                                 433,581
 10,200      Bell Atlantic Corp.                                        450,075
  6,100      Bellsouth Corp.                                            418,231
 10,900      Deutsche Telekom - ADR                                     261,600
  6,400      Portugal Telecom SA                                        266,000
 12,800      SBC Communications Inc.                                    486,400
  2,500      Tele Danmark A/S - ADR                                     128,750
    200      Telecom Italia Spa - ADR                                    14,450
  1,400      Telefonica De Espana - ADR                                 152,775
                                                                     -----------
                                                                      2,611,862
                                                                     -----------
                                                                     
             TOBACCO PRODUCTS                           1.8%         
  9,150      Philip Morris Cos., Inc.                                   380,297
                                                                     -----------
                                                                     
             TOTAL COMMON STOCKS                                     
             (cost $23,244,664)                                      21,503,061
                                                                     -----------

             SHORT-TERM INVESTMENTS                     1.7%

             UMB Bank, n.a.
                   Money Market Fiduciary                               372,909
                                                                     -----------
                                                                    
                                                                    
             TOTAL INVESTMENTS                        101.8%         21,875,970
                                                                     -----------
             (COST $23,617,573 )                                    
                                                                    
             LIABILITIES, LESS                                      
                 OTHER ASSETS                          -1.8%           -397,001
                                                                     -----------
                                                                    
                                                                    
             NET ASSETS                               100.0%        $21,478,969
                                                                    ============
                                                                             
ADR - American Depository Receipt                                         
GDR - Global Depository Receipt

* Non-income producing security



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                       STATEMENT OF ASSETS AND LIABILITIES
                                 AUGUST 31, 1998


ASSETS:
Investments at market value                                        $21,875,970
   (cost of $23,617,573)                                       
Deferred organizational costs, net                                      84,414
Receivable for sale of Fund's shares                                    22,177
Dividends and interest receivable                                       22,575
Prepaid expenses                                                        25,608
- -------------------------------------------------------------------------------

Total Assets                                                        22,030,744
- -------------------------------------------------------------------------------
                                                               
LIABILITIES:                                                   
Payable for securities purchased                                       319,524
Payable for redemptions of Fund's shares                               132,140
Payable to adviser                                                      65,757
Other accrued expenses                                                  34,354
- -------------------------------------------------------------------------------
Total Liabilities                                                      551,775
- -------------------------------------------------------------------------------

NET ASSETS                                                         $21,478,969
===============================================================================
                                                               
COMPOSITION OF NET ASSETS                                      
Capital stock                                                      $23,291,582
Undistributed net investment income                                     25,113
Accumulated net realized loss on investments                           (96,123)
Net unrealized depreciation on investments                          (1,741,603)
- -------------------------------------------------------------------------------

Net Assets                                                         $21,478,969
===============================================================================
                                                               
Number of shares issued and outstanding                        
   ($.01 par value, unlimited shares authorized)                     1,722,463
                                                               
Net Asset Value Per Share                                               $12.47
===============================================================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                             STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED AUGUST 31, 1998


INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $32,241)                 $213,329
Interest                                                               15,862
- ------------------------------------------------------------------------------
                                                                      229,191
                                                         
EXPENSES:                                                
Investment advisory                                                   128,907
Administration                                                         40,000
Federal and state registration                                         26,851
Amortization of organizational costs                                   26,663
Fund accounting                                                        18,495
Distribution                                                           32,227
Transfer agent                                                         18,681
Legal                                                                  16,500
Auditing and tax                                                       15,900
Trustees                                                                5,508
Custody                                                                 8,233
Other                                                                  12,700
- ------------------------------------------------------------------------------
Total expenses before reimbursement                                   350,665
Less: reimbursement of expenses by adviser                           (157,282)
- ------------------------------------------------------------------------------
Net Expenses                                                          193,383
                                                         
NET INVESTMENT INCOME                                                  35,808
- ------------------------------------------------------------------------------
                                                         
REALIZED AND UNREALIZED LOSS                             
ON INVESTMENTS:                                          
Net realized loss on investments                                      (95,395)
Change in unrealized depreciation on investments                   (1,747,710)
- ------------------------------------------------------------------------------

NET LOSS ON INVESTMENTS                                            (1,843,105)
- ------------------------------------------------------------------------------
                                                         
NET DECREASE IN NET ASSETS RESULTING                     
FROM OPERATIONS                                                   ($1,807,297)
==============================================================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                       STATEMENT OF CHANGES IN NET ASSETS


                                                     For the Year    October 28,
                                                        Ended         1996* to
                                                      August 31,     August, 31
                                                         1998           1997
                                                     ------------    -----------
OPERATIONS
Net investment income                                    $35,808         $5,305
Net realized loss on investments                         (95,395)          (728)
Change in unrealized appreciation (depreciation)
   on investments                                     (1,747,710)         6,107
- --------------------------------------------------------------------------------
Increase (decrease) in net assets resulting
   from operations                                    (1,807,297)        10,684
- --------------------------------------------------------------------------------

DISTRIBUTION TO SHAREHOLDERS
From net investment income                               (16,000)             -
- --------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold                             21,195,120      4,162,372
Proceeds from shares issued in reinvestment 
of net investment income dividends                        15,952              -
Cost of shares redeemed                               (2,144,750)       (37,112)
- --------------------------------------------------------------------------------
Net increase from capital share transactions          19,066,322      4,125,260
- --------------------------------------------------------------------------------

NET INCREASE IN NET ASSETS                            17,243,025      4,135,944

NET ASSETS
Beginning of period                                    4,235,944        100,000
- --------------------------------------------------------------------------------
End of period (including undistributed net 
investment income of $25,113 and $5,305, 
respectively)                                        $21,478,969     $4,235,944)
================================================================================

CHANGES IN SHARES                                    
Shares sold                                            1,514,495        350,497
Shares issued on reinvestment of distributions             1,291              -
Shares redeemed                                         (150,179)        (3,641)
- --------------------------------------------------------------------------------
NET INCREASE                                           1,365,607        346,856
================================================================================

*COMMENCEMENT OF OPERATIONS

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                              FINANCIAL HIGHLIGHTS


                                                   For the Year     October 28,
                                                      Ended          1996* to
                                                    August 31,      August 31,
For a share outstanding throughout the period.         1998            1997
                                                   ------------     -----------

NET ASSET VALUE, BEGINNING OF PERIOD                  $11.87          $10.00
- -------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.02            0.02
Net Realized and Unrealized Gains
   on Investments                                       0.60            1.85
- -------------------------------------------------------------------------------

Total from Investment Operations                        0.62            1.87
- -------------------------------------------------------------------------------

LESS DISTRIBUTIONS:
Dividends from Net Investment Income                   (0.02)              -
- -------------------------------------------------------------------------------

NET ASSET VALUE, END OF PERIOD                        $12.47          $11.87
===============================================================================

Total Return                                           5.26%          18.70% +

Net Assets at End of Period ('000)                   $21,479          $4,236

Ratio of Expenses to Average Net Assets
Before Expense Reimbursement                           2.71%          20.97%++
After Expense Reimbursement                            1.50%           1.50%++

Ratio of Net Investment Income to Average
  Net Assets (Net of Expense Reimbursement)            0.28%           0.56%++

Portfolio Turnover Rate                               15.89%           1.35% +




- ------------------------------------

+    NOT ANNUALIZED
++   ANNUALIZED
*    COMMENCEMENT OF OPERATIONS

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 1998



(1)      ORGANIZATION

         The Purisima Funds (the "Trust"),  was organized as a Delaware business
         trust on June 27, 1996 and is registered  under the Investment  Company
         Act of 1940,  as amended  (the "1940 Act"),  as an open-end  management
         investment   company   issuing  its  shares  in  series,   each  series
         representing a distinct  portfolio  with its own investment  objectives
         and policies.  The Trust consists of three separate diversified series:
         Purisima  Total  Return  Fund (the  "Fund"),  constituting  the initial
         series of the Trust,  organized on October 28, 1996,  and Purisima Pure
         American  Fund and Purisima  Pure Foreign  Fund,  which both  commenced
         operations on September 29, 1998, and are not covered by this report.

         The investment objective of the Fund is as follows:

         The Fund  seeks to  produce  a high  level  of total  return.  The Fund
         invests primarily in common stocks and other equity-type securities, or
         securities  acquired  primarily to produce income,  or a combination of
         both,  depending on the  assessment of market  conditions by the Fund's
         investment adviser.

         Fisher  Investments,  Inc.  (the  "Adviser")  serves as the  investment
         adviser to the Fund.

(2)      SIGNIFICANT ACCOUNTING POLICIES

         The  following  is  a  summary  of  significant   accounting   policies
         consistently  followed by the Fund in the  preparation of its financial
         statements.  These policies are in conformity  with generally  accepted
         accounting   principles   ("GAAP").   The   presentation  of  financial
         statements  in  conformity  with  GAAP  requires   management  to  make
         estimates and  assumptions  that affect the reported  amounts of assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported  amounts of revenue and expenses during the reporting  period.
         Actual results could differ from those estimates and assumptions.


         (a)      Investment Valuation

                  Securities which are traded on a recognized stock exchange are
                  valued at the last sale price on the  securities  exchange  on
                  which  such  securities  are  traded.   Securities  traded  on
                  over-the-counter  markets  are  valued on the basis of closing
                  over-the-counter trade prices. Securities for which there were
                  no  transactions   are  valued  at  the  closing  bid  prices.
                  Short-term investments are valued at cost.
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 1998

         (b)      Organization Costs

                  Costs   incurred   by  the   Fund  in   connection   with  its
                  organization,  registration and the initial public offering of
                  shares  totaling  $133,629,  have  been  deferred  and will be
                  amortized over 5 years.  If any of the original  shares of the
                  Fund are  redeemed by any holder  thereof  prior to the end of
                  the  amortization  period,  the  redemption  proceeds  will be
                  reduced by the pro rata share of the  unamortized  expenses as
                  of the date of  redemption.  The pro rata  share by which  the
                  proceeds are reduced will be derived by dividing the number of
                  original  shares  outstanding at the time of  redemption.  The
                  Adviser advanced the organization costs discussed above. As of
                  August  31,  1998,  the  balance  payable to the  Adviser  for
                  organization costs was $51,294.

         (c)      Federal Income and Excise Taxes

                  The Fund has elected and  qualified and intends to continue to
                  qualify to meet the  requirements of the Internal Revenue Code
                  applicable to regulated investment companies and to distribute
                  substantially  all  investment  company net taxable income and
                  net capital gains to shareholders in a manner which results in
                  no tax cost to the  Fund.  Therefore,  no  federal  income  or
                  excise tax provision is required.

         (d)      Distribution to Shareholders

                  Dividends from net investment income will be declared and paid
                  annually. Distributions of net realized gains, if any, will be
                  declared at least annually.  Distributions to shareholders are
                  recorded on the ex-dividend date. The Fund periodically  makes
                  reclassifications  among certain of its capital  accounts as a
                  result of the  recognition  and  characterization  of  certain
                  income and capital gain distributions  determined  annually in
                  accordance with federal tax regulations  which may differ from
                  generally  accepted  accounting  principles.  As of August 31,
                  1998,  the Fund had available for federal  income tax purposes
                  an unused capital loss  carryover of $2,350,  which will begin
                  to expire in 2005.  In  addition,  the Fund had a post October
                  loss of $93,773,  which will be deferred  until  September  1,
                  1998 for tax purposes.

         (e)      Other

                  Investment  transactions  are accounted for on the trade date.
                  The Fund  determines the gain or loss realized from investment
                  transactions  by comparing  the original  cost of the security
                  lot sold  with  the net  sale  proceeds.  Dividend  income  is
                  recognized  on the  ex-dividend  date and  interest  income is
                  recognized on an accrual basis.

(3)      INVESTMENT ADVISER

         The Fund has an Investment  Management Agreement with the Adviser, with
         which  certain  officers  and trustees of the Fund are  affiliated,  to
         furnish  investment  advisory  services to the 
<PAGE>
                           PURISIMA TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 1998

         Fund. Under the terms of this agreement,  the Fund will pay the Adviser
         a monthly fee at the annual rate of 1.00% of the Fund's  average  daily
         net  assets.  The  Adviser  has agreed to  voluntarily  reduce fees for
         expenses  (exclusive of brokerage,  interest,  taxes and  extraordinary
         expenses)  that  exceed the expense  limitation  of 1.50% of the Fund's
         average  daily net assets.  During the year ended August 31, 1998,  the
         Adviser reimbursed  $157,282 of expenses during the year ended 1998 and
         $183,285  in 1997.  The  Investment  Management  Agreement  permits the
         Adviser to seek  reimbursement of any reductions made to its management
         fee and payments made to limit expenses which are the responsibility of
         the Fund within the three-year period following such reduction,  to the
         extent approved by the Trust's disinterested  Trustees,  subject to the
         Fund's  ability to effect such  reimbursement  and remain in compliance
         with  applicable  expense  limitations.  At  such  time  as it  appears
         probable that the Adviser will seek such  reimbursement,  the amount of
         reimbursement  that the Fund is able to effect  will be  accrued  as an
         expense of the Fund for that current period.  As of August 31, 1998, no
         fees were reclaimed in 1998.

(4)      SERVICE AND DISTRIBUTION PLAN

         Pursuant  to Rule  12b-1  under the 1940 Act,  the Trust has  adopted a
         Service and Distribution Plan (the "Plan"). Under the Plan, the Fund is
         authorized  to pay  expenses  incurred  for the  purpose  of  financing
         activities,  including  the  employment of other  dealers,  intended to
         result in the sale of  shares  of the Fund at an  annual  rate of up to
         0.25% of the Fund's average daily net assets.

(5)      INVESTMENT TRANSACTIONS

         The aggregate purchases and sales of securities,  excluding  short-term
         investments,  for the  Fund  for the  year  ended  August  31,  1998 is
         summarized below:

         Purchases                           $21,253,021
         Sales                               $ 1,998,603
                                        
         At August 31, 1998, gross  unrealized  appreciation and depreciation of
         investments,  based on cost for the  federal  income  tax  purposes  of
         $23,617,573 were as follows:

         Appreciation                        $   780,600
         Depreciation                         (2,522,203)
                                             ------------
         Net depreciation on investments     $(1,741,603)
                                             ============
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of the Purisima Total Return Fund

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects, the financial position of the Purisima Total Return Fund (the
"Fund",  constituting  the initial  series of The Purisima  Funds) at August 31,
1998, the results of its operations for the year then ended,  the changes in its
net  assets  and the  financial  highlights  for the year then ended and for the
period  October 28, 1996  (inception)  to August 31, 1997,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  August  31,  1998 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.



PricewaterhouseCoopers LLP
Los Angeles, California
September 29, 1998


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