As filed with the Securities and Exchange Commission on April 23, 1999
Registration No. 333-09153
File No. 811-07737
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 7 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 8 [X]
THE PURISIMA FUNDS
(Exact Name of Registrant as Specified in Charter)
13100 SKYLINE BOULEVARD
WOODSIDE, CALIFORNIA 94062-4547
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 851-7925
KENNETH L. FISHER
13100 Skyline Boulevard.
Woodside, California 94062-4547
(Name and Address of Agent for Service)
Copy to:
David Hearth, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, CA 94104
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On __(date)____, 1998, pursuant to paragraph (b) of Rule 485
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] On __(date)____, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On __(date)____, pursuant to paragraph (a)(2) of Rule 485
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THE PURISIMA FUNDS
CONTENTS OF REGISTRATION STATEMENT
This registration statement contains the following documents:
Facing Sheet
Contents of Registration Statement
Cross-Reference sheets for The Purisima Funds
PART A
Supplement dated March 26, 1999 to Prospectus dated September 29, 1998
Combined Prospectus for The Purisima Funds
The Purisima Total Return Fund
The Purisima Pure American Fund
The Purisima Pure Foreign Fund
PART B
INCORPORATED BY REFERENCE (FILED WITH POST EFFECTIVE AMENDMENT NO. 6 ON
SEPTEMBER 29, 1998)
Combined Statement of Additional Information for The Purisima Funds
The Purisima Total Return Fund
The Purisima Pure American Fund
The Purisima Pure Foreign Fund
PART C
Other Information
Signature Page
Exhibits
<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-09153
File No. 811-07737
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Part A
Supplement dated March 26, 1999 to Prospectus dated September 29, 1998
COMBINED PROSPECTUS
THE PURISIMA FUNDS
The Purisima Total Return Fund
The Purisima Pure American Fund
The Purisima Pure Foreign Fund
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<PAGE>
PLEASE KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS
PURISIMA FUNDS
SUPPLEMENT DATED MARCH 26, 1999 TO PROSPECTUS DATED SEPTEMBER 29, 1998
The disclosure under the strategy section on page 1 and under "Investment
Objective and Polices" on pages 5 and 6 for THE PURISIMA PURE AMERICAN FUND and
THE PURISIMA PURE FOREIGN FUND in the Fund's prospectus dated September 29, 1998
is supplemented by the following:
THE PURE AMERICAN FUND
This Fund seeks to provide investors with a high level of total return. The Fund
may emphasize investments 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. The Fund will concentrate its portfolio holdings to those securities
issued by issuers domiciled in the United States.
THE PURE FOREIGN FUND
This Fund seeks to provide investors with a high level of total return. The Fund
may emphasize investments 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. The Fund will concentrate its portfolio holdings to those securities
issued by issuers domiciled outside of the United States.
<PAGE>
THE PURISIMA FUNDS
PROSPECTUS
SEPTEMBER 29, 1998
<PAGE>
THE PURISIMA TOTAL RETURN FUND
THE PURISIMA PURE AMERICAN FUND
THE PURISIMA PURE FOREIGN FUND
The Purisima Funds (the "Trust") is a no-load, open-end management
investment company consisting of three separate diversified portfolios (the
"Funds"), each of which is a separate mutual fund.
* THE PURISIMA TOTAL RETURN FUND (the "Total Return Fund")
The investment objective of this Fund is to produce a high level of
total return. The Fund may emphasize investments 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. When selecting
securities, the Fund's investment adviser will be limited (except as
discussed herein) only by its best judgment as to what will help
achieve the Fund's investment objective.
* THE PURISIMA PURE AMERICAN FUNd (the "American Fund")
This Fund seeks to provide investors with a high level of total return.
The Fund limits its portfolio to those securities and assets in the
domestic component of the Total Return Fund.
* THE PURISIMA PURE FOREIGN FUNd (the "Foreign Fund")
This Fund seeks to provide investors with a high level of total return.
The Fund limits its portfolio to those securities and assets in the
foreign component of the Total Return Fund.
Fisher Investments, Inc. (the "Adviser") serves as the investment
adviser to the Funds. Kenneth L. Fisher, founder, Chairman and Chief Executive
Officer of Fisher Investments, Inc., manages the investment program of the Funds
and is primarily responsible for the day-to-day management of the Funds'
investment portfolios.
This Prospectus sets forth concisely the information about the Funds
that you should know before investing. You are advised to read this Prospectus
carefully and keep it for future reference.
A Statement of Additional Information, dated September 29, 1998, which
is incorporated herein by reference, has been filed with the Securities and
Exchange Commission ("SEC"). The Statement of Additional Information, which may
be revised from time-to-time, contains further information about the Fund and is
available, without charge, by writing to the Fund at P.O. Box 5354, Cincinnati,
Ohio 45201-5354, or calling 1-800-841-2858.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
There can be no assurance that the investment objective of any Fund
will be achieved.
The Purisima Funds
13100 Skyline Boulevard
Woodside, California 94062
September 29, 1998
TABLE OF CONTENTS
Expense Summary................................................................2
Shareholder Transaction Expenses...............................................2
Annual Operating Expenses......................................................2
Financial Highlights...........................................................3
Adviser Investment Returns.....................................................3
Prospectus Summary.............................................................4
Investment Objectives and Policies.............................................5
Portfolio Securities, Investment Techniques and Related Risks..................6
Principal Investment Limitations...............................................9
Management.....................................................................9
Service and Distribution Plan.................................................11
Pricing of Fund Shares........................................................11
How to Purchase Shares........................................................11
How to Exchange Shares........................................................13
How to Redeem Shares..........................................................14
Dividends and Distributions...................................................16
Shareholder Reports and Information...........................................16
Retirement Plans..............................................................17
Taxes .....................................................................17
Capital Structure.............................................................17
Transfer and Dividend Disbursing Agent,
Custodian and Independent Accountants.......................................18
Fund Performance..............................................................18
Page 1
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUNDS OR THEIR DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY THE FUNDS IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
EXPENSE SUMMARY
The following information is designed to assist you in understanding
the expenses you will bear directly or indirectly as a shareholder of the Funds.
Shareholder Transaction Expenses are charges that you pay when buying or selling
shares of a Fund. Annual Operating Expenses are paid out of a Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
general Fund administration, shareholder servicing, custody, accounting and
other services. The Annual Operating Expenses are the expenses expected to be
incurred by a Fund during the current fiscal year. Actual total operating
expenses may be higher or lower than those indicated. An example based on the
summary is also shown.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load Imposed on Redemptions None
Redemption Fees* None
Exchange Fees None
* A fee of $9.00 is charged for each wire redemption. Investment
advisors, broker-dealers and other financial intermediaries may independently
charge additional fees for shareholder transactions (purchases and redemptions)
or for other services. Please see their materials for more information.
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
TOTAL
RETURN FUND AMERICAN FUND FOREIGN FUND
----------- ------------- ------------
Management Fees 1.00% 1.50%(1) 1.50%(1)
Rule 12b-1 expenses (2) 0.25% None None
Other expenses after expense
reimbursement 0.25% None None
---- ---- ----
Total Fund operating expenses after
expense reimbursement (3) 1.50% 1.50% 1.50%
==== ==== ====
(1) The Management Fee for the Pure American and Pure Foreign Funds
compensates the Manager for advisory services and other ordinary
operating expenses of the Funds, for which the Adviser is responsible.
See "Management."
(2) The maximum level of distribution expenses is 0.25% per annum of the
Total Return Fund's average net assets. See "Service and Distribution
Plan" for further details. The distribution expenses for long-term
shareholders may total more than the maximum sales charge that would
have been permissible if imposed entirely as an initial sales charge.
(3) Expenses for the Total Return Fund are based on actual expenses and
expense limitations for the fiscal year ended August 31, 1998.
Although not required to do so, the Adviser has voluntarily agreed to
limit the annual operating expenses of the Total Return Fund to 1.50%
(excluding interest, taxes, brokerage and extraordinary expenses). The
expense limitation may be terminated or revised at any time. Absent
the voluntary limitation for the Total Return Fund, "Other Expenses"
would have been 1.46%, and "Total Fund Operating Expenses" would have
been 2.71% for the period ended August 31, 1998.
In subsequent years, overall operating expenses for the Total Return
Fund may not fall below the applicable voluntary percentage limitation
until the Adviser has been fully reimbursed for fees reduced or
expenses paid by it under the Investment Advisory Agreement. The Fund
will reimburse the Adviser in the three following years if operating
expenses (before reimbursement) are less than the applicable
percentage limitation charged to the Fund.
EXAMPLE
TOTAL
RETURN FUND AMERICAN FUND FOREIGN FUND
----------- ------------- ------------
One Year $ 15 $ 15 $ 15
Three Years $ 47 $ 47 $ 47
Five Years $ 82 NA NA
Ten Years $178 NA NA
Page 2
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The example assumes that the annual operating expenses of each Fund is
limited to the total shown. The example should not be considered a
representation of past or future expenses. Actual Fund expenses for the Total
Return Fund may be greater or less than those shown. The assumption of a 5%
return, as used in the example above, is required by the Securities and Exchange
Commission's regulations. The 5% assumption is applicable to all mutual funds
and does not represent the projected or actual performance of any Fund.
FINANCIAL HIGHLIGHTS
The financial information below for the year ended August 31, 1998 and
for the period from October 28, 1996 (inception) to August 31, 1997 has been
audited by PricewaterhouseCoopers LLP, independent accountants, whose
unqualified report covering the period indicated below is incorporated by
reference herein and appears in the annual report to shareholders. The table
should be read in conjunction with the financial statements and related notes
incorporated by reference in the Statement of Additional Information. Further
information about the Fund's performance is contained in its annual report,
which may be obtained without charge by writing or calling the address or
telephone on the cover page.
For a share outstanding through the period:
YEAR OCT. 28, 1996*
THE PURISIMA ENDED TO
TOTAL RETURN FUND AUG. 31, 1998 AUG. 31, 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%+
* Commencement of operations
+ Not annualized
# Annualized
ADVISER INVESTMENT RETURNS
Set forth in the following table is certain performance data provided
by the Adviser relating to the performance record of the Adviser for the
domestic and foreign components of the Total Return Fund, each of which used the
respective investment objective, policies and restrictions specified in this
prospectus for the American Fund and the Foreign Fund. The Adviser separately
managed the domestic and foreign components of the Total Return Fund. The
accounts represented by each component were the only accounts managed by the
Adviser with full regard for the policies and restrictions that apply to the
American Fund and the Foreign Fund. The results presented are not intended to
predict or suggest the return to be experienced by the American or Foreign Funds
or the return an investor might achieve by investing in the American or Foreign
Funds.
Page 3
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INVESTMENT RETURNS
AVG. ANNUAL RETURN
FROM INCEPTION
12 MONTHS (OCT. 28, 1996)
ENDED THROUGH
AUGUST 31, 1998 AUGUST 31, 1998
--------------- ---------------
Domestic component
of Total Return Fund 15.65% 43.34%
S&P 500 8.06% 33.77%
- --------------------------------------------------------------------------------
Foreign component
of Total Return Fund -6.84% 7.21%
MSCI EAFE -0.16% 3.06%
- --------------------------------------------------------------------------------
Please read the following important notes concerning the performance
information:
1. The results account for both income and capital appreciation or
depreciation (total return). Returns are net of all applicable fees
and expenses (no fees or expenses apply to the indexes).
2. Investors should note that the American and Foreign Funds will compute
and disclose their average annual compounded rate of return using the
standard formula set forth in Securities and Exchange Commission
("SEC") rules, which differs in certain respects from returns noted
above. However, the Adviser does not believe that the differences are
material. The SEC total return and calculation method calls for
computation and disclosure of an average annual compounded rate of
return for one-, five- and ten-year periods or shorter periods from
inception. The SEC formula provides a rate of return that equates a
hypothetical initial investment of $1,000 to an ending redeemable
value. The returns shown above are net of advisory fees in accordance
with the SEC calculation formula, which requires that returns shown be
net of advisory fees as well as all other applicable Fund operating
expenses.
3. All Fund level fees and expenses and cash for the Total Return Fund
are apportioned pro rata according to relative net assets of the two
components of the Total Return Fund.
4. The Standard & Poor's 500 Stock Index ("S&P 500) is an unmanaged index
composed of 500 widely held common stocks listed on the NYSE, AMEX and
OTC markets. The Morgan Stanley Capital International Europe,
Australasia, Far East Index ("MSCI EAFE") is an unmanaged
capitalization-weighted index that includes all major developed world
stock markets except those in North America.
PROSPECTUS SUMMARY
GENERAL. The Purisima Funds (the "Trust") is a Delaware business trust
organized on June 27, 1996, and is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). Purisima offers investors three no-load diversified mutual funds:
The Purisima Total Return Fund, The Purisima Pure American Fund and The Purisima
Pure Foreign Fund. Each Fund has its own investment objective and policies. See
"Investment Objectives and Policies" for a full discussion.
THE INVESTMENT ADVISER. The Adviser, Fisher Investments, Inc., is a
registered investment adviser organized as a California corporation in 1986. The
adviser managed approximately $2 billion for corporations, pension plans,
endowments, foundations, governmental agencies and individuals as of September
1998. Kenneth L. Fisher, the founder, Chairman and Chief Executive Officer of
the Adviser controls the Adviser. The adviser manages the investment program for
the Funds and is primarily responsible for the day-to-day management of the
Funds' portfolio. See "Management."
MANAGEMENT FEE. The Adviser receives a fee accrued daily and paid
monthly at the annual rate of 1.00% of daily net assets for the Total Return
Fund for advisory services, and 1.50% for the American Fund and the Foreign Fund
for advisory services and other ordinary services and expenses of the Funds. See
"Management."
INVESTMENT RISKS. Like all investments, any investment in a Fund
involves certain risks. The securities held by the Funds and the value of the
Funds' shares will fluctuate with market and other economic conditions so that
investors' shares, when redeemed, may be worth more or less than their original
cost. The Total Return Fund and the Foreign Fund invest in securities of foreign
companies and present higher risks than mutual funds investing only in U.S.
companies. Investment in any one Fund, or in any combination of Funds, is not
intended to constitute a balanced investment program. See "Investment Risks" for
a further discussion of certain risks.
MINIMUM PURCHASE. The minimum initial investment in a Fund is $25,000
(or $2,000 for IRAs).
OFFERING PRICE. Shares are offered at their net asset value without a
sales charge and may be redeemed at their net asset value on any business day.
See "How to Purchase Shares" and "How to Redeem Shares."
Page 4
<PAGE>
DIVIDEND AND DISTRIBUTIONS. Each Fund expects to declare dividends from
net investment income--if any--annually and distribute substantially all net
realized capital gains--if any--at least annually. The Board of Trustees may
determine to declare dividends and make distributions more or less frequently.
You may elect to reinvest all income dividends and capital gains distributions
in shares of the Fund or in cash as designated on the Purchase Application. If
you do not specify an election, dividends and capital gains distributions (net
of any required tax withholding) are automatically reinvested in additional
shares at the net asset value in effect on the business day after the dividend
record date.
You may change your election at any time by sending written
notification to the Funds.
INVESTMENT OBJECTIVES AND POLICIES
GENERAL. The following descriptions are designed to help you choose the
Fund that best fits your investment needs. You may want to pursue more than one
objective by investing in more than one Fund. There can be no assurance that any
objective will be met. In addition, each Fund may use certain types of
investments and investment techniques that are described under the caption
"Portfolio Securities, Investment Techniques and Related Risks." For a
discussion of certain risks associated with an investment in the Funds,
including the use of derivatives, see "Investment Risks."
THE PURISIMA TOTAL RETURN FUND
The investment objective of the TOTAL RETURN FUND is to seek a high
level of total return. The Fund invests in a portfolio allocated between
domestic and foreign common stocks, corporate and governmental debt securities,
short-term money market instruments and other equity type securities.
The relative percentages of assets invested in equity, fixed income and
money market securities are not fixed and will vary depending on the Adviser's
assessment of economic and market conditions. At times, when the investment
climate is viewed as favorable, common stocks and other equity-type securities
may be emphasized (up to 100% of the Fund's total assets). Conversely, when the
Adviser believes that, in light of economic and market conditions, a more
defensive position would be appropriate and that the Fund's objective may be
more readily attained by investing in fixed income securities and money market
investments, these investments will be emphasized (up to 100% of the Fund's
total assets). Likewise, the relative percentages of Fund assets invested in
U.S. and foreign securities is not fixed, and from time to time the Fund may
invest up to 100% of its total assets in U.S. securities, or up to 100% of its
total assets (directly and indirectly through depository receipts) in foreign
securities.
In the same manner, and except as discussed below, the Fund may invest
in portfolio securities without regard to objective investment criteria such as
company size (market capitalization), earnings history, valuation or other
factors. At times, the Fund may emphasize securities of small, mid- or large
capitalization companies. In addition, at times the Fund may emphasize
securities of companies which it believes are undervalued relative to earnings,
book value or other factors or companies which it expects to have above-average
earnings growth prospects. When selecting securities, the Adviser will, except
as otherwise described below, be limited only by its best judgment as to what
will help achieve the Fund's investment objective.
In seeking to achieve the Fund's investment objective, the Adviser
divides investment opportunities into a number of categories and allocates the
Fund's investments among those categories that it believes may provide the most
attractive investment opportunities. The domestic and foreign equity categories
are two important categories. Within the foreign equity category, country
selection is a high priority, and the Adviser generally approaches country
selection on a contrarian basis by avoiding those countries that the Adviser
considers to be too popular or "over bought" by investors. Within the domestic
equity category, the Adviser evaluates various criteria such as
large-capitalization stocks versus small-capitalization stocks, and growth
stocks versus value stocks, in an effort to determine which areas may provide
the most attractive investment opportunities at that time. From time-to-time,
the Fund's portfolio may emphasize heavily either domestic or foreign equities.
During other periods, if the Adviser anticipates the potential for poor
prospects generally in the U.S. or foreign equity sectors, the Adviser may adopt
a more defensive strategy by investing substantially in fixed income securities
and money market instruments, or may seek to hedge its portfolio through the use
of index put options and other derivative hedging techniques. See "Additional
Investment Information" in the Statement of Additional Information.
THE PURISIMA PURE AMERICAN FUND
The investment objective of the AMERICAN FUND is to seek a high level
of total return. The Fund's holdings are limited to the same domestic portfolio
assets held by the Total Return Fund. The Fund invests in a portfolio that may
be composed of common stocks and other equity-type securities, corporate and
government debt securities and short-term money market instruments. Like the
Total Return Fund, the relative percentages of assets invested in equity,
fixed-income and money market securities are not fixed and will vary depending
on the Adviser's assessment of domestic economic and market conditions. The Fund
tends to favor large capitalization stocks; however, the Adviser is free to
emphasize small capitalization stocks. The Adviser is limited only by its best
judgment as to what will help achieve the Fund's investment objective. See
"Portfolio Securities, Investment Techniques and Related Risks" for the
investment instruments this Fund may acquire.
Page 5
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THE PURISIMA PURE FOREIGN FUND
The investment objective of the FOREIGN FUND is to seek a high level of
total return. The Fund's holdings are limited to the same foreign portfolio
assets held by the Total Return Fund. The Fund invests in a portfolio that may
be composed of common stocks and other equity-type securities, corporate and
government debt securities, and short-term money market instruments. The
relative percentages of assets invested in equity, fixed-income and money market
securities are not fixed and will vary depending on the Adviser's assessment of
global economic and market conditions. The Adviser generally approaches country
selection on a contrarian basis by avoiding those countries that the Adviser
considers to be too popular or "overbought" by investors. The Adviser is limited
only by its best judgment as to what will help achieve the Fund's investment
objective. For temporary or defensive purposes this Fund may invest
substantially all of its assets in domestic short-term fixed income securities
and instruments. See "Portfolio Securities, Investment Techniques and Related
Risks" for the investment instruments this Fund may acquire.
PORTFOLIO SECURITIES, INVESTMENT TECHNIQUES AND RELATED RISKS
The following provides a summary of the securities and techniques used
by the Funds. The Statement of Additional Information contains more detailed
information about these investments and the risks associated with them.
EQUITY SECURITIES. The Funds may invest in equity securities, including
common stock, preferred stock, convertible securities, warrants, rights and
depository receipts. To the extent that a Fund's portfolio is primarily invested
in common stocks and other equity-type securities, that Fund's net asset value
may be subject to greater fluctuation than a portfolio primarily invested in
fixed income securities.
Each Fund will limit its investments in warrants and rights to no more
than 5% of its net assets, valued at the lower of cost or market. Warrants and
rights entitle the holder to buy equity securities during a specific period of
time. A Fund will make such investments only if the underlying equity securities
are deemed appropriate by the Adviser for inclusion in the Fund's portfolio.
Warrants and rights acquired by a Fund in units or attached to securities are
not subject to these restrictions.
FIXED INCOME SECURITIES. Each Fund, as appropriate, may invest in fixed
income securities issued by domestic or foreign corporations or other entities,
or by U.S. or foreign governments or their agencies or instrumentalities. The
Foreign Fund will invest in U.S. government or domestic fixed income securities
only for temporary or defensive purposes. No Fund is limited as to the maturity
of its fixed income investments. Corporate and foreign governmental debt
securities are subject to the risk of the issuer's inability to meet principal
and interest payments on the obligations (credit risk), and may also be subject
to price volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer and general market liquidity
(market risk). The market value of all debt obligations is affected by changes
in prevailing interest rates. The market value of such instruments generally
reacts inversely to interest rate changes. If prevailing interest rates decline,
the market value of debt obligations generally increases. If prevailing interest
rates increase, the market value of debt obligations generally decreases. In
general, the longer the maturity of a debt obligation, the greater its
sensitivity to changes in interest rates.
In order to reduce the risk of non-payment of principal or interest on
these securities, fixed income securities purchased by the Funds will be limited
to investment grade fixed income securities. Investment grade securities are
those securities which, at the time of purchase, are rated within the four
highest rating categories by Moody's Investors Service, Inc. ("Moody's") (Baa or
higher), Standard & Poor's Corporation ("S&P") (BBB or higher), or other
nationally recognized securities rating organizations, or securities which are
unrated but deemed by the Adviser to be comparable in quality to instruments
that are so rated. Obligations rated in the lowest of the top four ratings,
though considered investment grade, are considered to have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher rated securities. Subsequent to its
purchase by a Fund, a rated security may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by the Fund. The Adviser
will consider such an event in determining whether the Fund should continue to
hold the security, but such an event will not require the Fund to dispose of the
security. See the Statement of Additional Information for a description of
applicable debt ratings.
Fixed income securities in which the Funds may invest include
obligations issued by the U.S. government or by any agency, instrumentality or
sponsored enterprise thereof supported by the full faith and credit of the U.S.
government, the authority of the issuer to borrow from the U.S. Treasury, or the
discretionary authority of the U.S. government to purchase the obligations of
the agency,
Page 6
<PAGE>
instrumentality or enterprise; obligations fully guaranteed as to principal and
interest by an agency, instrumentality or sponsored enterprise of the U.S.
government; and obligations of U.S. government agencies, instrumentalities or
sponsored enterprises which are not guaranteed. The Funds may also invest in
zero coupon U.S. Treasury securities and in zero coupon securities issued by
financial institutions, which represent a proportionate interest in underlying
U.S. Treasury securities. A Fund will not invest in mortgage- and asset-backed
securities if after the purchase more than 5% of the Fund's net assets would be
invested in these securities.
MONEY MARKET INSTRUMENTS. During times when the Adviser believes that
adverse economic or market conditions justify such actions, the Funds may invest
temporarily up to 100% of their total assets in short-term, high-quality money
market instruments. The Funds may also invest in such instruments pending
investment in other types of securities, to meet anticipated redemption
requests, and/or to retain the flexibility to respond promptly to changes in
market and economic conditions. It is impossible to predict when or for how long
the Adviser may employ these strategies.
Money market instruments are short-term, high-quality debt securities
(rated in the top two categories by S&P, Moody's or other nationally recognized
securities rating organizations) denominated in U.S. dollars or other freely
convertible currency, including short-term obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities, U.S. finance company
obligations, corporate commercial paper, obligations of banks and repurchase
agreements. The Funds' repurchase agreements will be fully collateralized.
However, if the seller of the securities fails to pay the agreed-upon repurchase
price on the delivery date, a Fund's risks may include the costs of disposing of
the collateral and losses that might result from any delays in foreclosing on
the collateral. There is no limit on the amount of a Fund's net assets that may
be subject to repurchase agreements maturing in seven days or less.
The Funds' investments in money market instruments may also include
securities issued by other investment companies that invest in high quality,
short-term debt securities (I.E., money market instruments). In addition to the
advisory fees and other expenses the Funds bear directly in connection with its
own operations, as a shareholder of another investment company, the Funds would
bear their pro rata portion of the other investment company's advisory fees and
other expenses, and such fees and other expenses will be borne indirectly by the
Funds' shareholders.
SMALLER CAPITALIZATION COMPANIES. The Funds may invest a substantial
portion of their assets in companies with modest capitalization, as well as
start-up companies. While the Adviser believes that small- and medium-sized
companies as well as start-up companies can provide greater growth potential
than larger, more mature companies, investing in the securities of these
companies also involves greater risk, potential price volatility and cost. These
companies often involve higher risks because they lack the management
experience, financial resources, product diversification, markets, distribution
channels and competitive strengths of larger companies. In addition, in many
instances, the frequency and volume of their trading is substantially less than
is typical of larger companies. Therefore, the securities of smaller companies
as well as start-up companies may be subject to wider price fluctuations. The
spreads between the bid and asked prices of the securities of these companies in
the U.S. over-the-counter and other markets typically are larger than the
spreads for more actively traded securities. As a result, a Fund could incur a
loss if it determined to sell such a security shortly after its acquisition.
When making large sales, a Fund may have to sell portfolio holdings at discounts
from quoted prices or may have to make a series of small sales over an extended
period of time due to the trading volume of smaller company securities.
Investors should be aware that, based on the foregoing factors, to the
extent a Fund invests a significant portion of its assets in the securities of
smaller companies, an investment in the Fund may be subject to greater price
fluctuations than if it invested primarily in larger, more established
companies.
FOREIGN SECURITIES. The Total Return Fund and Foreign Fund may invest
without limitation in securities of foreign issuers through sponsored and
unsponsored Depositary Receipts ("DRs"), E.G., American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs"), Continental Depositary Receipts ("CDRs"), or other forms of DRs, and
may invest up to 5% (25% for the Foreign Fund) of their net assets at the time
of purchase directly in the securities of foreign issuers. DRs are receipts
typically issued in connection with a United States or foreign bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation. Unsponsored DRs differ from sponsored DRs in that the establishment
of unsponsored DRs is not approved by the issuer of the underlying securities.
As a result, available information concerning the issuer may not be as current
or reliable as the information for sponsored DRs, and the price of unsponsored
DRs may be more volatile.
Investments in foreign securities involve special risks, costs and
opportunities which are in addition to those inherent in domestic investments.
Political, economic or social instability of the issuer or the country of issue,
the possibility of expropriation or confiscatory taxation, limitations on the
removal of assets or diplomatic developments, and the possibility of adverse
changes in investment or exchange control regulations are among the inherent
risks. Securities of some foreign companies are less liquid,
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more volatile and more difficult to value than securities of comparable U.S.
companies. Foreign companies are not subject to the regulatory requirements of
U.S. companies and, as such, there may be less publicly available information
about such companies. Moreover, foreign companies are not subject to uniform
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies. Currency fluctuations will
affect the net asset value of the Funds irrespective of the performance of the
underlying investments in foreign issuers.
Fixed-income securities that may be purchased by the Funds include debt
obligations issued or guaranteed by foreign governments, their subdivisions,
agencies or instrumentalities, or by supranational entities that have been
constituted by the governments of several countries to promote economic
development, such as The World Bank and The Asian Development Bank. Foreign
investment in certain foreign government debt is restricted or controlled to
varying degrees.
The Funds may invest in fixed-income securities of issuers located in
emerging foreign markets. Such markets generally include every country in the
world other than the U.S., Canada, Japan, Australia, New Zealand, Hong Kong,
Singapore, Korea and most Western European countries. From time to time,
emerging markets have offered the opportunity for higher returns but involve a
higher level of risk. Accordingly, the Adviser believes that the ability of the
Funds to invest in emerging markets throughout the world may enable the Funds to
obtain a wider range of attractive investment opportunities. Emerging market
securities include securities issued or guaranteed by governments, their
agencies, instrumentalities or central banks ("sovereign debt"); securities of
issuers organized and operated to restructure the investment characteristics of
sovereign debt; securities of banks and other business entities; and securities
denominated in or indexed to currencies of emerging markets. These securities
include "Brady Bonds," which afford emerging market countries a means to
restructure their outstanding commercial bank debt. Foreign governmental issuers
of debt or the governmental authorities that control repayment of the debt may
be unable or unwilling to repay principal or pay interest when due and all or a
portion of the interest payments and/or principal repayment with respect to
Brady Bonds may be uncollateralized.
Dividends and interest payable on a Fund's foreign portfolio securities
may be subject to foreign withholding taxes. To the extent such taxes are not
offset by credits or deductions allowed to investors under U.S. federal income
tax law, such taxes may reduce the net return to shareholders. See "Taxes" in
the Statement of Additional Information. Because of these and other factors, the
value of securities of foreign companies acquired by the Funds may be subject to
greater fluctuation than the value of securities of domestic companies.
ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
illiquid securities. Illiquid securities are securities that are not readily
marketable, including restricted securities and repurchase obligations maturing
in more than seven days. Certain restricted securities that may be resold to
institutional investors under Rule 144A under the Securities Act of 1933 (the
"1933 Act") and Section 4(2) commercial paper may be determined to be liquid
under guidelines adopted by the Trust's Board of Trustees.
WHEN-ISSUED SECURITIES. The Funds may invest without limitation in
securities purchased on a when-issued or delayed delivery basis. Although the
payment and interest terms of these securities are established at the time the
purchaser enters into the commitment, these securities may be delivered and paid
for at a future date. Purchasing when-issued securities allows a Fund to lock in
a fixed price or yield on a security it intends to purchase. However, when a
Fund purchases a when-issued security, it immediately assumes the risk of
ownership, including the risk of price fluctuation.
The greater a Fund's outstanding commitments for these securities, the
greater the exposure to potential fluctuations in the net asset value of the
Fund. Purchasing when-issued securities may involve the additional risk that the
yield available in the market when the delivery occurs may be higher, or the
market price lower, than that obtained at the time of commitment. Although a
Fund may be able to sell these securities prior to the delivery date, it will
purchase when-issued securities for the purpose of actually acquiring the
securities, unless, after entering into the commitment, a sale appears desirable
for investment reasons. When required by SEC guidelines, the Fund will designate
permissible liquid assets to secure its outstanding commitments for when-issued
securities.
HEDGING STRATEGIES. The Funds may use various options transactions for
the purpose of hedging or earning additional income, which may be deemed
speculative. There can be no assurance that such efforts will succeed. A Fund
may write (I.E. sell) call and put options, and buy put or call options. These
options may relate to particular securities or stock or bond indexes, may or may
not be listed on a securities exchange, and may or may not be issued by the
Options Clearing Corporation. These options are considered derivative
instruments because they derive their value from the performance of underlying
assets, interest rates or indices. No Fund will purchase put and call options
where the aggregate premiums on its outstanding options exceed 5% of its net
assets at the time of purchase, and will not write options on more than 25% of
the value of its net assets (measured at the time an option is written). Options
trading is a highly specialized activity that entails greater than ordinary
investment risks. In addition, unlisted options are not subject to the
protections afforded purchasers of listed options issued by the Options Clearing
Corporation, which performs the obligations of its members
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if they default. It is contemplated the Funds' use of options will primarily be
limited to options on stock indexes. These options are based on indexes of stock
prices that change in value according to the market value of the stocks they
include. Some stock index options are based on a broad market index, such as the
New York Stock Exchange Composite Index or the Standard & Poor's 500 Composite
Index. Other index options are based on a market segment or on stocks in a
single industry. Stock index options are traded primarily on securities
exchanges. The value of an index option depends primarily on movements in the
value of the index rather than in the price of a single security. The primary
risks associated with the use of options are: (a) the imperfect correlation
between the change in market value of the instruments held by a Fund and the
price of the option; (b) the possible inability to control losses by closing its
position where a liquid secondary market does not exist; (c) losses caused by
unanticipated market movements; and (d) the Adviser's ability to predict
correctly the direction of securities prices or the stock market generally, and
economic factors. For further discussion of risks involved with the use of
options, see "Additional Investment Information - Hedging Strategies" in the
Statement of Additional Information.
PORTFOLIO TURNOVER. In order to achieve a Fund's investment objective,
the Adviser will generally purchase and sell securities without regard to the
length of time the security has been held. The Adviser intends to purchase a
given security whenever it believes it will contribute to the stated objective
of the Fund, even if the same security has only recently been sold. A Fund may
sell a given security, regardless of how long it has been held in the portfolio,
and whether the sale is at a gain or loss, if the Adviser believes that it is
appropriate to do so. High portfolio turnover in any year will result in the
payment by the Fund of above-average transaction costs and could result in the
payment by shareholders of above-average amounts of taxes on realized investment
gains. The annual portfolio turnover for each Fund is currently expected to be
less than 100%; however, the Funds do not consider each portfolio turnover rate
as a limiting factor.
PRINCIPAL INVESTMENT LIMITATIONS
Each Fund has adopted certain fundamental investment restrictions that
may be changed only with the approval by a majority of its outstanding shares. A
list of the Funds' restrictions, both fundamental and nonfundamental, is
contained in the Statement of Additional Information. In order to provide a
degree of flexibility, each Fund's investment objective, as well as other
policies which are not deemed fundamental, may be modified by the trustees
without shareholder approval. Any change in a Fund's investment objective may
result in the Fund's having investment objectives different from the objective
which the shareholder considered appropriate at the time of investment in the
Fund. However, no Fund will change its investment objective without written
notice to shareholders sent at least 30 days in advance of any such change.
MANAGEMENT
As a Delaware business trust, the business affairs of the Trust are
managed by its Board of Trustees. The trustees establish the Funds' policies and
supervise and review the Trust's management. The Trust, on behalf of the Total
Return Fund, has entered into an investment management agreement with the
Adviser (the "Investment Management Agreement"), pursuant to which the Adviser
furnishes continuous investment advisory services to this Fund. The Trust, on
behalf of the Pure American and Pure Foreign Funds, has entered into a
Comprehensive Management Agreement with the Adviser (the "Comprehensive
Management Agreement"), pursuant to which the Adviser furnishes advisory
services and other ordinary services and expenses to the Funds for a single fee.
The day-to-day operations of the Funds are administered by the officers of the
Trust and by the Adviser pursuant to the terms of the Investment Management
Agreement and Comprehensive Management Agreement.
INVESTMENT ADVISER. Fisher Investments, Inc., 13100 Skyline Boulevard,
Woodside, California, 94062-4547, is the Fund's investment adviser. The Adviser
supervises and manages the investment portfolio of the Funds and, subject to
such policies as the trustees may determine, directs the purchase or sale of
investment securities in the day-to-day management of the Funds' investment
portfolios. As of September 1998 the Adviser managed approximately $2 billion
for large corporations, pension plans, endowments, foundations, governmental
agencies and individuals. Kenneth L. Fisher, the founder, Chairman and Chief
Executive Officer of the Adviser, controls the Adviser.
Mr. Fisher serves as the Funds' portfolio manager and as such is
primarily responsible for the day-to-day management of the Funds' portfolio. He
has served as portfolio manager of the Total Return Fund since its commencement
of operations in October 1996. Mr. Fisher has over 20 years of investment
management experience. Mr. Fisher began Fisher Investments as a sole
proprietorship in 1978 and incorporated the company under the name Fisher
Investments, Inc. in 1986.
THE TOTAL RETURN FUND. Under the Investment Management Agreement, the
Adviser, at its own expense and without reimbursement from the Total Return
Fund, furnishes office space and all necessary office facilities, equipment and
executive personnel for making the investment decisions necessary for managing
the Funds and maintaining their organization, and pays the salaries and fees of
all officers and trustees of the Trust (except the fees paid to those trustees
who are not interested persons
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of the Trust or the Adviser). For the foregoing, the Adviser receives a monthly
fee of 1/12 of 1.00% of the average daily net assets of the Total Return Fund.
The Adviser may voluntarily reduce all or a portion of its advisory fee and/or
absorb operating expenses that the Funds are obligated to pay from time-to-time.
See "Expense Summary." The Investment Management Agreement permits the Adviser
to seek reimbursement of any reductions made to its management fee and any
payments by the Adviser of operating expenses that the Funds are obligated to
pay within the three-year period following such reduction or payment, subject to
the Fund's ability to effect such reimbursement and remain in compliance with
applicable expense limitations. See "Additional Trust Information - Investment
Adviser" in the Statement of Additional Information for a further discussion.
THE PURE AMERICAN AND PURE FOREIGN FUNDS. Under the Comprehensive
Management Agreement, the Adviser, at its own expense and without reimbursement
from the Pure American and Pure Foreign Funds, provides advisory and other
ordinary services and expenses, including administration, transfer agency,
custody and auditing services. These Funds separately pay brokerage commission,
dealer mark-ups, taxes, interest and extraordinary items. For providing these
services and expenses, the Pure American Fund and Pure Foreign Fund each pay the
Adviser a monthly fee of 1/12 of 1.50% of its average daily net assets. Because
this comprehensive fee is intended to cover all ordinary services and expenses,
no separate expense limitation has been adopted like with the Total Return Fund.
This comprehensive fee arrangement requires the Adviser to absorb and
pay out of its own resources all operating expenses of these Funds that exceed
an annual rate of 1.50%. Newer and smaller mutual funds usually exceed that
expense level by a significant amount. However, as these Funds grow and become
more economical to operate, the comprehensive fee arrangement has the potential
to generate greater profit for the Adviser than the arrangement for the Total
Return Fund where fees and expenses are separated.
The rates of the advisory fees are higher than those paid by most
mutual funds. The factors the Adviser considers in determining which brokers or
dealers to use for the Funds' portfolio transactions are described in the
Statement of Additional Information. Provided the Funds receive prompt execution
at competitive prices, the Adviser may consider the sale of the Fund's shares as
a factor in selecting broker-dealers.
ADMINISTRATION. Pursuant to an Administration Agreement (the
"Administration Agreement"), Investment Company Administration Corporation, (the
"Administrator" or "ICAC"), 2020 East Financial Way, Suite 100, Glendora,
California, 91741, acts as administrator for the Funds. The Administrator
supervises the overall administration of the Funds including, among other
responsibilities, the preparation and filing of documents required for
compliance by the Trust with applicable laws and regulations, arranging for the
maintenance of books and records of the trust and supervision of other
organizations that provide service to the Trust. For its administrative services
to the Total Return Fund, the Administrator receives from that Fund a fee,
computed daily and payable monthly, based on the Fund's aggregate average net
assets at the annual rate of 0.10% of first $200 million of average net assets,
0.05% of next $300 million average net assets, and 0.03% thereafter, subject to
an annual minimum of $40,000 per Fund, plus reimbursement of out-of-pocket
expenses. The Adviser pays the Administrator's fees out of the comprehensive
management fee and the Advisor's own resources for the Pure American Fund and
Pure Foreign Fund.
DISTRIBUTION. First Fund Distributors, Inc. ("First Fund") acts as
distributor for the Funds pursuant to a Distribution Agreement between First
Fund and the Trust on behalf of the Funds (the "Distribution Agreement"). Shares
also may be sold by authorized dealers who have entered into dealer agreements
with First Fund or the Trust. First Fund is an affiliate of the administrator.
First Fund receives no fee for its distribution services. See "Service and
Distribution Plan."
EXPENSES. In addition to the fees payable under the Investment
Management Agreement and the Administration Agreement, the Total Return Fund
pays all of its own other expenses, including without limitation: the cost of
preparing and printing its registration statement required under the 1933 Act
and the 1940 Act and any amendments thereto; the expense of registering shares
with the SEC and filing required notifications in the various states; the
printing and distribution costs of prospectuses mailed to existing shareholders,
reports to shareholders, reports to government authorities and proxy statements;
fees paid to trustees who are not interested persons of the Trust or Adviser;
interest charges; taxes; legal expenses; association membership dues; auditing
services; insurance premiums; brokerage commissions and expenses in connection
with portfolio transactions; fees and expenses of the custodian of the Funds'
assets; printing and mailing expenses and charges and expenses of dividend
disbursing agents, administration and accounting services agents, pricing
services, custodians, registrars and stock transfer agents; and payments
pursuant to the Service and Distribution Plan. See "Service and Distribution
Plan."
The Adviser pays these expenses for the Pure American and Pure Foreign
Funds out of its own resources. These Funds, however, remain separately
responsible for brokerage commissions, dealer mark-ups, taxes, interest and
extraordinary items approved by a majority of the disinterested Trustees.
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SERVICE AND DISTRIBUTION PLAN (Total Return Fund only)
The Total Return Fund has adopted a Service and Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act. The Plan authorizes payments
by the Fund in connection with the distribution of its shares at an annual rate
of up to 0.25% of the Fund's average daily net assets.
Payments may be made by the Fund under the Plan for the purpose of
financing any activity primarily intended to result in the sales of shares of
the Fund as determined by the trustees. Such activities include: advertising;
compensation of the Adviser (as distribution coordinator) and distributor,
compensation for sales and sales marketing activities of others, such as the
Adviser, dealers, distributors or financial institutions; shareholder account
servicing; production and dissemination of prospectuses and sales and marketing
materials; and capital or other expenses of associated equipment, rent,
salaries, bonuses, interest and other overhead. To the extent any activity is
one that the Fund may finance without a Plan, the Fund may also make payments to
finance such activity outside of the Plan and not subject to its limitations.
The Adviser may also finance certain distribution activities out of the
Adviser's own resources. Payments under the Plan are not tied exclusively to
actual distribution and service expenses, and the payments may exceed
distribution and service expenses actually incurred. It is possible that in the
future payments to the Adviser under the Plan will exceed actual distribution
expenses incurred by the Adviser, resulting in a profit for the Adviser.
PRICING OF FUND SHARES
The price you pay when buying a Fund's shares, and the price you
receive when selling (redeeming) a Fund's shares, is the net asset value of the
shares next determined after receipt and acceptance of a purchase or redemption
request in proper form. No front end sales charge or commission of any kind is
added by a Fund upon a purchase and no charge is deducted upon a redemption. The
Funds currently charge a $9 fee for each redemption made by wire. See "How to
Redeem Shares."
The per share net asset value of each Fund is determined by dividing
the total value of its net assets (meaning its assets less its liabilities) by
the total number of its shares outstanding at that time. The net asset value is
determined as of the close of regular trading (currently 4:00 p.m. Eastern Time)
on the New York Stock Exchange (the "Exchange") on each day the Exchange is open
for trading. This determination is applicable to all transactions in shares of a
Fund prior to that time and after the previous time as of which the Fund's net
asset value was determined. Accordingly, investments accepted or redemption
requests received in proper form prior to the close of regular trading on a day
the Exchange is open for trading will be valued as of the close of trading that
day, and investments accepted or redemption requests received in proper form
after that time will be valued as of the close of the next trading day.
Investments are considered received only when an investor's check,
wired funds or electronically transferred funds are received by a Fund or its
agent or subagent. Investments by telephone pursuant to an investor's prior
authorization to the Fund to draw on his or her bank account are considered
received when the proceeds from the bank account are received by the Fund, which
generally takes two to three banking days.
Securities that are traded on a recognized stock exchange are valued at
the last sale price on the securities exchange on which such securities are
primarily traded. Securities traded on only 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. Debt securities
(other than short-term instruments) are valued at prices furnished by a pricing
service, subject to review and possible revision by the Adviser. Any
modification of the price of a debt security furnished by a pricing service is
made pursuant to procedures adopted by the trustees. Debt instruments maturing
within 60 days are valued by the amortized cost method. Any securities for which
market quotations are not readily available are valued at their fair value as
determined in good faith by the Adviser pursuant to guidelines established by
the trustees.
HOW TO PURCHASE SHARES
The Funds are no-load mutual funds, so you may purchase, redeem or
exchange shares directly at net asset value without paying a sales charge.
Because each Fund's net asset value changes daily, your purchase price will be
the next net asset value determined after the Fund, or its agent or subagent,
receives and accepts your purchase order. See "Pricing of Fund Shares."
INITIAL ADDITIONAL
MINIMUM MINIMUM
TYPE OF ACCOUNT INVESTMENT INVESTMENT
--------------- ---------- ----------
Regular $25,000 $ 1,000
Automatic Investment Plan $25,000 $ 100
Gift to Minors $25,000 $ 1,000
Individual Retirement
Account ("IRA") $ 2,000 $ 100
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Each Fund reserves the right to reject any order for the purchase of
its shares or to limit or suspend, without prior notice, the offering of its
shares. The required minimum investments may be waived in the case of certain
qualified retirement plans. The Funds will not accept your account if you are
investing for another person as attorney-in-fact. The Funds also will not accept
accounts with a "Power of Attorney" in the registration section of the Purchase
Application.
HOW TO OPEN YOUR ACCOUNT BY MAIL. Please complete the Purchase
Application which accompanies this Prospectus. You may duplicate any application
or you can obtain additional copies of the Purchase Application and a copy of
the IRA Purchase Application from the Funds by calling 1-800-841-2858. (Please
complete an IRA Application to establish an IRA.)
Your completed Purchase Application should be mailed directly to:
The Purisima Funds
P.O. Box 5354
Cincinnati, Ohio 45201-5354
To purchase shares by overnight or express mail, please use the following street
address:
The Purisima Funds
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
All applications must be accompanied by payment in the form of a check
made payable to "The Purisima Funds." All purchases must be made in U.S. dollars
and checks must be drawn on U.S. banks. No cash, credit cards or third party
checks will be accepted. When a purchase is made by check and a redemption or
exchange is made shortly thereafter, the Funds will delay the mailing of a
redemption check for a 15 day holding period. If you contemplate needing access
to your investment shortly after purchase, you should purchase the shares by
wire as discussed below.
HOW TO OPEN YOUR ACCOUNT BY WIRE. To avoid redemption delays, you may
make purchases by direct wire transfers. To ensure proper credit to your
account, please call the Funds at 1-800-841-2858 for instructions prior to
wiring funds. Funds should be wired through the Federal Reserve System as
follows:
Star Bank, n.a.
A.B.A. Number 042000013
For credit to The Purisima Funds
Account Number 4864-84413
For further credit to:
(The Purisima __________ Fund)
(investor account number)
(name or account registration)
You must promptly complete a Purchase Application and mail it to the
Funds at the following address: The Purisima Funds, P.O. Box 5354, Cincinnati,
Ohio 45201-5354. Payment of redemption proceeds may be delayed and taxes may be
withheld until the Funds receive a properly completed and executed Purchase
Application. If you wish to send it via overnight delivery, you may send it to:
The Purisima Funds, 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. The
Funds reserve the right to refuse a telephone transaction if it believes it
advisable to do so.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE FUNDS AT 1-800-841-2858.
HOW TO ADD TO YOUR ACCOUNT BY MAIL. You may make additional investments
by mail or by wire in the minimums listed above. When adding to an account by
mail, you should send the Funds your check, together with the additional
investment form from a recent statement. If this form is unavailable, you should
send a signed note giving the full name of the account and the account number.
See "Additional Purchase Information" for more information regarding purchases
made by check or electronic funds transfer.
HOW TO ADD TO YOUR ACCOUNT BY ELECTRONIC FUNDS TRANSFER. You may also
make additional investments by telephone if you have previously selected this
service. By selecting this service, you authorize a Fund to draw on your
preauthorized bank account as shown on the records of the Fund and receive the
proceeds by electronic funds transfer. Electronic funds transfers may be made
commencing ten business days after receipt by the Fund of your request to adopt
this service. This time period allows the Fund to verify your bank information.
Investments made by telephone in any one account must be in an amount of at
least $5,000. Investments made by electronic funds transfer will be effective at
the net asset value next computed after receipt by the Fund of the proceeds from
your bank account. See "Additional Purchase Information" for more information
regarding purchases made by check or electronic funds transfer. This service may
be selected by completing the appropriate section on the Purchase Application.
Changes to bank information must be made in writing and signed by all registered
holders of the account with all signatures guaranteed by a commercial bank or
trust company in the United States, a member firm of the National Association of
Securities Dealers, Inc. ("NASD") or other eligible guarantor institution. A
NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR. See "Pricing of Fund Shares."
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HOW TO ADD TO YOUR ACCOUNT BY WIRE. For additional investments made by
wire transfer, you should use the wiring instructions listed above. Be sure to
include your account number. WIRED FUNDS ARE CONSIDERED RECEIVED IN GOOD ORDER
ON THE DAY THEY ARE DEPOSITED IN A FUND'S ACCOUNT IF THEY REACH THE FUND'S BANK
ACCOUNT BY THE FUND'S CUT-OFF TIME FOR PURCHASES AND ALL REQUIRED INFORMATION IS
PROVIDED IN THE WIRE INSTRUCTIONS. THE WIRE INSTRUCTIONS WILL DETERMINE THE
TERMS OF THE PURCHASE TRANSACTION.
AUTOMATIC INVESTMENT PLAN. You may make purchases of shares of a Fund
automatically on a regular, monthly basis ($100 minimum per transaction). You
must meet the Automatic Investment Plan's (the "Plan's") minimum initial
investment of $25,000 before the Plan may be established. Under the Plan, your
designated bank or other financial institution debits a preauthorized amount on
your account each month and applies the amount to the purchase of Fund shares.
The Funds require ten business days after the receipt of your request to
initiate the Plan to verify your account information. Generally, the Plan will
begin on the next transaction date scheduled by the Funds for the Plan following
this ten business day period. The Plan can be implemented with any financial
institution that is a member of the Automated Clearing House. No service fee is
currently charged by the Funds for participation in the Plan. You will receive a
statement on a QUARTERLY basis showing the purchases made under the Plan. A $25
fee will be imposed by the Funds if sufficient funds are not available in your
account or your account has been closed at the time of the automatic transaction
and your purchase will be canceled. YOU WILL ALSO BE RESPONSIBLE FOR ANY LOSSES
SUFFERED BY THE FUNDS AS A RESULT.
When a purchase is made pursuant to the Plan and a redemption or
exchange is requested shortly thereafter, the Funds will delay payment of the
redemption proceeds or the completion of an exchange for a 15 day holding
period. This delay allows the Funds to verify that proceeds used to purchase
fund shares will not be returned due to insufficient funds and is intended to
protect the remaining investors from loss. You may adopt the Plan at the time an
account is opened by completing the appropriate section of the Purchase
Application. To establish the Plan after an account is opened, an application
may be obtained from the Funds by calling 1-800-841-2858. In the event you
discontinue participation in the Plan, the Funds reserve the right to redeem
your Fund account involuntarily, upon 60 days' written notice, if the account's
net asset value is $10,000 or less. Redeeming all funds from your account will
discontinue your Plan privileges unless otherwise specified.
PURCHASING SHARES THROUGH OTHER INSTITUTIONS. If you purchase shares
through a program of services offered or administered by a broker-dealer,
financial institution, or other service provider, you should read the program
materials, including information relating to fees, in addition to the Funds'
Prospectus. Certain services of the Funds may not be available or may be
modified in connection with the program of services provided, and the
broker-dealer or financial institution may charge a transaction based fee,
commission or other fee on purchases of Fund shares. The Funds may accept
requests to purchase additional shares into a broker-dealer street name account
only from the broker-dealer. Banks and other financial service providers may be
subject to various state laws regarding the services described above, and may be
required to register as dealers pursuant to state law.
Certain broker-dealers, financial institutions, or other service
providers that have entered into an agreement with the Trust may enter purchase
orders on behalf of their customers by phone, with payment to follow within
several days as specified in the agreement. The Funds may effect such purchase
orders at the net asset value next determined after receipt of the telephone
purchase order. It is the responsibility of the broker-dealer, financial
institution, or other service provider to place the order with the Funds on a
timely basis. If payment is not received within the time specified in the
agreement, the broker-dealer, financial institution, or other service provider
could be held liable for any resulting fees or losses.
ADDITIONAL PURCHASE INFORMATION. The Funds will charge a $25 service
fee against your account for any check, wire or electronic funds transfer that
is returned unpaid and your purchase will be canceled. YOU WILL ALSO BE
RESPONSIBLE FOR ANY LOSSES SUFFERED BY THE FUNDS AS A RESULT. In order to
relieve you of responsibility for the safekeeping and delivery of stock
certificates, the Funds do not issue certificates.
When a purchase is made by check or electronic funds transfer and a
redemption or exchange is requested shortly thereafter, the Funds will delay
payment of the redemption proceeds or the completion of an exchange for a 15 day
holding period. This delay allows the Funds to verify that proceeds used to
purchase Fund shares will not be returned due to insufficient funds and is
intended to protect the remaining investors from loss.
HOW TO EXCHANGE SHARES
Shareholders may exchange ($500 minimum per transaction) all or a
portion of their shares in a Fund for shares in the Countrywide Money Market
Fund (the "Money Market Fund"). The Money Market Fund is not affiliated with the
Trust. You must obtain a copy of
Page 13
<PAGE>
the Money Market Fund prospectus from the Funds by calling 1-800-841-2858, and
you are advised to read it carefully, before authorizing any investment in
shares of the Money Market Fund. See "Additional Exchange Information" regarding
telephone exchanges.
The value to be exchanged and the price of the shares being purchased
will be the net asset value next determined by the Funds after receipt and
acceptance of proper instructions for the exchange by the Funds or their agent
or subagent. If you desire to use the exchange privilege, you should contact the
Funds at 1-800-841-2858 for further information about the procedures and
effective times for exchanges. Generally, exchange requests received in proper
order and accepted by the Funds by 3:00 p.m. (Central Time) on a day during
which the Funds' net asset values are determined will be effective that day for
both a Fund being purchased and the Fund being redeemed. Please note that when
exchanging from the Fund to the Money Market Fund, you will begin accruing
income from the Money Market Fund on the day following the exchange. When
exchanging less than all the balance from the Money Market Fund to the Fund your
exchange proceeds will exclude accrued and unpaid income from the Money Market
Fund through the date of exchange. When exchanging your entire balance from the
Money Market Fund, accrued income will automatically be exchanged into the Fund
when the income is collected from the Money Market Fund, typically after the end
of each month. An exchange to and from the Money Market Fund is treated the same
as an ordinary sale and purchase for federal income tax purposes and you
generally will realize a capital gain or loss when exchanging shares to the
Money Market Fund.
See "Additional Exchange Information" regarding purchases made by check
or electronic funds transfer. If you intend to exchange shares soon after their
purchase, you should purchase the shares by wire or contact the Funds at
1-800-841-2858 for further information.
Because of the risks associated with common stock investments, each
Fund is intended to be a long-term investment vehicle and not designed to
provide investors with a means of speculating on short-term stock market
movements. In addition, because excessive trading can hurt the Funds'
performance and Fund shareholders, the Funds reserve the right to temporarily or
permanently terminate, with or without advance notice, the exchange privilege of
any investor who makes excessive use of the exchange privilege (E.G., more than
four exchanges per calendar year). Your exchanges may be restricted or refused
if a Fund receives or anticipates simultaneous orders affecting significant
portions of the Fund's assets. In particular, a pattern of exchanges with a
"market timer" strategy may be disruptive to the Fund. Contact the Funds for
additional information concerning the exchange privilege.
AUTOMATIC EXCHANGE PLAN. You may make automatic monthly exchanges from
the Money Market Fund to a Fund account ($100 minimum per transaction). An
exchange from one Fund to another is treated the same as an ordinary sale and
purchase for federal income tax purposes and generally, you will realize a
capital gain or loss. You must meet the Fund's minimum initial investment
requirements before this Plan is established. You may adopt the Plan at the time
an account is opened by completing the appropriate section of the Purchase
Application. You may obtain an application to establish the Automatic Exchange
Plan after an account is open by calling the Funds at 1-800-841-2858.
ADDITIONAL EXCHANGE INFORMATION. When a purchase is made by check or
electronic funds transfer and a redemption or exchange is requested shortly
thereafter, the Funds will delay payment of the redemption proceeds or the
completion of an exchange for a 15 day holding period. This delay allows the
Funds to verify that proceeds used to purchase Fund shares will not be returned
due to insufficient funds and is intended to protect the remaining investors
from loss.
Signature guarantees must be signed by an authorized signatory of the
bank, trust company, or member firm and "Signature Guaranteed" must appear with
the signature.
HOW TO REDEEM SHARES
You may redeem shares of a Fund at any time. The price at which the
shares will be redeemed is the net asset value per share next determined after
proper redemption instructions are received by the Fund or its agent or
subagent. See "Pricing of Fund Shares." There are no charges for the redemption
of shares except that a fee of $9 is charged by the Funds for each wire
redemption. Depending upon the redemption price you receive, you may realize a
capital gain or loss for federal income tax purposes.
HOW TO REDEEM BY MAIL. To redeem shares by mail, simply send an
unconditional written request to the Funds specifying the number of shares or
dollar amount to be redeemed, the name of the Fund, the name(s) on the account
registration and the account number. A request for redemption must be signed
exactly as the shares are registered. If the amount requested is greater than
$25,000, or the proceeds are to be sent to a person other than the recordholder
or to a location other than the address of record, each signature must be
guaranteed by a commercial bank or trust company in the United States, a member
firm of the NASD or other eligible guarantor institution. A NOTARY PUBLIC IS NOT
AN ACCEPTABLE GUARANTOR. Guarantees must be signed by an authorized signatory of
the bank, trust company, or member firm and "Signature Guaranteed" must appear
with the signature. See "Additional Redemption Information" for instructions on
redeeming shares in corporate accounts. Additional documentation is required for
the redemption of shares held by persons acting pursuant to a Power of Attorney.
In case of any questions, contact the Funds in advance.
Page 14
<PAGE>
The Funds will mail payment for redemptions within seven business days
after they receive proper instructions for redemption. However, the Funds will
delay payment for a 15 day holding period on redemptions of recent purchases
made by check or electronic funds transfer. This allows the Funds to verify that
the check will not be returned due to insufficient funds and is intended to
protect the remaining investors from loss.
HOW TO REDEEM BY TELEPHONE. See "Additional Information" regarding
telephone redemptions. Shares may be redeemed, in an amount up to $25,000, by
calling the Funds at 1-800-841-2858. Proceeds redeemed by telephone will be
mailed to your address, or wired or transmitted by electronic funds transfer to
your preauthorized bank account as shown on the records of the Funds. A
redemption request in excess of $25,000 must be made in writing and signed by
each registered holder of the account with signatures guaranteed by a commercial
bank or trust company in the United States, a member of the NASD or other
eligible guarantor institution. Any written requests received within 30 days
after an address change made by telephone must be accompanied by a signature
guarantee and no telephone redemptions will be allowed within 30 days of such a
change. A redemption request within that 30 day period must be in writing and
signed by each registered holder of the account with signatures guaranteed.
Telephone redemptions must be in amounts of $500 or more and may not be made for
amounts greater than $25,000.
In order to arrange for telephone redemptions after your account has
been opened or to change the bank account or address designated to receive
redemption proceeds, you must send a written request to the Funds. The request
must be signed by each registered holder of the account with the signatures
guaranteed by a commercial bank or trust company in the United States, a member
firm of the NASD or other eligible guarantor institution. Further documentation
may be requested from corporations, executors, administrators, trustees and
guardians.
Payment of the redemption proceeds for Fund shares redeemed by
telephone where you request wire payment will normally be made in federal funds
on the next business day. Electronically transferred funds will ordinarily
arrive at your bank within two to three banking days after transmission. Once
funds are transmitted, the time and receipt are not within the Funds' control.
To change the designated account, send a written request with the signatures
guaranteed to the Funds. The Funds reserve the right to delay payment for a
period of up to seven days after receipt of the redemption request. Once the
funds are transmitted, the time of receipt and the availability of the funds are
not within the Funds' control. There is currently a $9 fee for each wire
redemption. It will be deducted from your account.
The Funds reserve the right to refuse a telephone redemption or
exchange transaction if it believes it is advisable to do so. Procedures for
redeeming or exchanging shares of the Fund by telephone may be modified or
terminated by the Funds at any time. In an effort to prevent unauthorized or
fraudulent redemption or exchange requests by telephone, the Funds have
implemented procedures designed reasonably to assure that telephone instructions
are genuine. These procedures include: requesting verification of certain
personal information; recording telephone transactions; confirming transactions
in writing; and restricting transmittal of redemption proceeds to preauthorized
designations. Other procedures may be implemented from time-to-time. If these
procedures are followed, the Funds and/or the Transfer Agent will not be liable
for any loss due to unauthorized or fraudulent transactions.
You should be aware that during periods of substantial economic or
market change, telephone or wire redemptions may be difficult to implement. If
you are unable to contact the Funds by telephone, you may also redeem shares by
delivering or mailing the redemption request to: The Purisima Funds, P.O. Box
5354, Cincinnati, Ohio 45201-5354. If you wish to send the information via
overnight delivery, you may send it to: The Purisima Funds, 312 Walnut Street,
21st Floor, Cincinnati, Ohio 45202.
The Funds reserve the right to suspend or postpone redemptions during
any period when: trading on the Exchange is restricted, as determined by the
SEC, or the Exchange is closed for other than customary weekend and holiday
closings; the SEC has by order permitted such suspension; or an emergency, as
determined by the SEC, exists making disposal of portfolio securities or
valuation of net assets of a Fund not reasonably practicable.
ADDITIONAL REDEMPTION INFORMATION. When a purchase is made by check or
electronic funds transfer and a redemption or exchange is requested shortly
thereafter, the Funds will delay payment of the redemption proceeds or the
completion of an exchange for a 15 day holding period. This delay allows the
Funds to verify that proceeds used to purchase Fund shares will not be returned
due to insufficient funds and is intended to protect the remaining investors
from loss.
Any redemption or transfer of ownership request for corporate accounts
will require the following WRITTEN documentation:
1. A written letter of instruction signed by the required number of
authorized officers, along with their respective positions. For
redemption requests in excess of $25,000, the written request must be
signature guaranteed. A signature guarantee may be obtained from a
commercial bank or trust company in the United States, a member firm
of the NASD or other guarantor and "Signature
Page 15
<PAGE>
Guaranteed" must appear with the signature. A NOTARY PUBLIC IS NOT AN
ACCEPTABLE GUARANTOR.
2. A dated copy of your corporate resolution that states who is empowered
to act, transfer or sell assets on behalf of the corporation.
3. If the corporate resolution is more than 60 days old from the date of
the transaction request, a Certificate of Incumbency from the
Corporate Secretary which specifically states the officer or officers
named in the resolution have the authority to act on the account. The
Certificate of Incumbency must be dated within 60 days of the
requested transaction. IF THE CORPORATE RESOLUTION CONFERS AUTHORITY
ON OFFICERS BY TITLE AND NOT BY NAME, THE CERTIFICATE OF INCUMBENCY
MUST NAME THE OFFICER(S) AND THEIR TITLE(S).
Signature guarantees must be signed by an authorized signatory of the
bank, trust company, or member of the firm and "Signature Guaranteed" must
appear with the signature.
When redeeming shares from the Money Market Fund, if you redeem less
than all of the balance of your account, your redemption proceeds will exclude
accrued and unpaid income through the date of the redemption. When redeeming
your entire balance from the Money Market Fund, accrued income will be paid
separately when the income is collected and paid from the Money Market Fund,
typically at the end of the month.
The Funds reserve the right to suspend or postpone redemptions during
any period when: trading on the Exchange is restricted, as determined by the
SEC, or that the Exchange is closed for other than customary weekend and holiday
closings; the SEC has by order permitted such suspension; or an emergency, as
determined by the SEC, exists making disposal of portfolio securities or
valuation of net assets of a Fund not reasonably practicable.
Due to the relatively high cost of maintaining small accounts, if your
account balance falls below the $25,000 minimum, except for IRA and retirement
plan accounts, as a result of a redemption or exchange or if you discontinue the
Automatic Investment Plan before your account balance reaches the required
minimum, you will be given a 60-day notice to reestablish the minimum balance or
activate an Automatic Investment Plan. If this requirement is not met, your
account may be closed and the proceeds sent to you. If your account balance in
the Money Market Fund is redeemed, accrued interest will be paid at the end of
the following month.
SYSTEMATIC WITHDRAWAL PLAN. The Fund offers a Systematic Withdrawal
Plan which allows you to designate that a fixed amount (limited to those
shareholders with a balance of $100,000 or greater upon commencement of
participation in the Plan) be distributed to you at regular intervals. The
required redemption ($500 minimum per transaction) takes place on the last
business day of the month, but if the day you designate falls on a Saturday,
Sunday or legal holiday, the distribution will be made on the prior business
day. Any changes made to distribution information must be made in writing and
signed by each registered holder of the account with signatures guaranteed by a
commercial bank or trust company in the United States, a member firm of the NASD
or other eligible guarantor institution. A NOTARY PUBLIC IS NOT AN ACCEPTABLE
GUARANTOR.
The Systematic Withdrawal Plan may be terminated by you at any time
without charge or penalty, and the Funds reserve the right to terminate or
modify the Systematic Withdrawal Plan upon 60-days' written notice. Withdrawals
involve redemption of Fund shares and may result in a gain or loss for federal
income tax purposes. An application for participation in the Systematic
Withdrawal Plan may be obtained from the Fund by calling 1-800-841-2858.
DIVIDENDS AND DISTRIBUTIONS
The Funds intend to pay dividends from net investment income, if any,
annually and distribute substantially all net realized capital gains, if any, at
least annually. The Funds may make additional distributions if necessary to
avoid imposition of a 4% excise tax imposed on net income or other tax on
undistributed income and gains. You may elect to reinvest all income dividends
and capital gains distributions in shares of a Fund or in cash as designated on
the Purchase Application. You may change your election at any time by sending
written notification to the Funds. The election is effective for distributions
with a dividend record date on or after the date that the Funds receive notice
of the election. If you do not specify an election, all income dividends and
capital gains distributions will automatically be reinvested in full and
fractional shares of the relevant Fund. Shares will be purchased at the net
asset value in effect on the business day after the dividend record date and
will be credited to your account on such date. Reinvested dividends and
distributions receive the same tax treatment as those paid in cash. Dividends
and capital gains distributions, if any, will reduce the net asset value of the
Funds by the amount of the dividend or capital gains distribution, so that a
purchase of Fund shares shortly before the record date for a distribution may
result in the receipt of taxable income that, in essence, represents a return of
capital.
SHAREHOLDER REPORTS AND INFORMATION
The Funds will provide the following statements and reports to keep you
current regarding the status of your investment account:
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<PAGE>
CONFIRMATION STATEMENTS. Except for Automatic Investment Plan
transactions, after each transaction that affects the account balance or account
registration, you will receive a confirmation statement. Participants in the
Automatic Investment Plan will receive quarterly confirmations of all automatic
transactions.
ACCOUNT STATEMENTS. All shareholders will receive quarterly account
statements.
FINANCIAL REPORTS. Financial reports are provided to shareholders at
least semi-annually. Annual reports will include audited financial statements.
To reduce Fund expenses, one copy of each report will be mailed to each taxpayer
identification number even though the investor may have more than one account in
the Funds.
If you need information on your account with the Funds or if you wish
to submit any applications, redemption requests, inquiries or notifications, you
should contact: The Purisima Funds, P.O. Box 5354, Cincinnati, Ohio 45201-5354
or call 1-800-841-2858. If you wish to send the information via overnight
delivery, you may send it to: The Purisima Funds, 312 Walnut Street, 21st Floor,
Cincinnati, Ohio, 45202.
RETIREMENT PLANS
The Funds have a program under which you may establish an Individual
Retirement Account ("IRA") with the Funds and into which you may roll over funds
from an existing IRA. You may obtain additional information regarding
establishing such an account by calling the Fund at 1-800-841-2858.
The Funds may be used as investment vehicles for established defined
contribution plans, including 401(k), profit-sharing, money purchase pension
plans ("Retirement Plans") and Keogh, SEP IRA's. For details concerning
Retirement Plans, please call 1-800-841-2858.
TAXES
The Funds have elected (and the newer Funds intend to elect) and intend
to qualify to be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"). In each taxable year
that a Fund so qualifies, the Fund (but not its shareholders) will be relieved
of federal income tax on that part of its investment company taxable income and
net capital gain that is distributed to shareholders. If in any taxable year a
Fund does not qualify as a regulated investment company, all its taxable income
will be taxable to the Fund at corporate rates and all its distributions will be
taxable to the shareholders as dividends to the extent of the Fund's current and
accumulated earnings and profits.
In years in which a Fund qualifies as a regulated investment company,
dividends from the Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) are generally taxable to its
shareholders as ordinary income. Distributions of the Fund's net capital gain,
when designated as such, are taxable to its shareholders as capital gain (with
the capital gains tax rate generally dependent on the Fund's holding period),
regardless of how long they have held their Fund shares and whether such
distributions are paid in cash or reinvested in additional Fund shares. The
Funds provide federal tax information to their shareholders annually, including
information about dividends and other distributions paid during the preceding
year.
The Funds will be required to withhold federal income tax at a rate of
31% ("backup withholding") from dividend payments and redemption and exchange
proceeds if you fail to complete the certification section included as part of
the Purchase Application.
The foregoing is only a summary of some of the important federal income
tax considerations generally affecting the Funds and their shareholders. See
"Taxes" in the Statement of Additional Information for further discussion. There
may be other federal income tax considerations and state or local tax
considerations applicable to you as an investor. You therefore are urged to
consult your tax adviser regarding any tax-related issues.
CAPITAL STRUCTURE
The Trust is a business trust established under Delaware law. The Trust
was established under a Certificate of Trust dated as of June 25, 1996. The
Trust's shares of beneficial interest have a par value of $0.01 per share.
Shares of the Trust may be issued in one or more series or "funds" and each fund
may have more than one class of shares. The Funds are currently authorized to
issue a single class of shares. The Funds' shares may be issued in an unlimited
number by the trustees of the Trust.
Shares issued by the Funds have no preemptive, conversion or
subscription rights. Each whole share is entitled to one vote as to any matter
on which it is entitled to vote and each fractional share is entitled to a
proportionate fractional vote. Shareholders have equal and exclusive rights as
to dividends and distributions as declared by the Funds and to the net assets of
the Funds upon liquidation or dissolution. Each Fund, as a separate series of
the Trust, votes separately on matters affecting only the Fund (E.G., approval
of the Investment Management Agreement). The Funds and all future series of the
Trust will vote as a single class on matters affecting all series of the Trust
(E.G., election or removal of trustees). Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any
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<PAGE>
election of trustees can, if they so choose, elect all of the trustees of the
Trust. While the Trust is not required and does not intend to hold annual
meetings of shareholders, such meetings may be called by trustees at their
discretion, or upon demand by the holders of 10% or more of the outstanding
shares of the Trust for the purpose of electing or removing trustees.
Shareholders may receive assistance in communicating with other shareholders in
connection with the election or removal of trustees pursuant to the provisions
of Section 16(c) of the 1940 Act.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN AND INDEPENDENT ACCOUNTANTS
Countrywide Fund Services, Inc. 312 Walnut Street, 21st Floor,
Cincinnati, Ohio, 45202, has been retained to act as the Funds' Transfer and
Dividend Disbursing Agent. UMB Bank, n.a., which has its principal address at
928 Grand Avenue, Kansas City, Missouri 64141, has been retained to act as
Custodian of the Funds' investments. Neither the Transfer and Dividend
Disbursing Agent nor the Custodian has any part in deciding the Funds'
investment policies or which securities are to be purchased or sold for the
Funds' portfolios. PricewaterhouseCoopers LLP has been selected to serve as
independent accountants of the Trust for the fiscal year ending August 31, 1999.
FUND PERFORMANCE
From time-to-time, the Funds may advertise their "average annual total
return" over various periods of time. An average annual total return refers to
the rate of return which, if applied to an initial investment at the beginning
of a stated period and compounded over the period, would result in the
redeemable value of the investment at the end of the stated period assuming
reinvestment of all dividends and distributions and reflecting the effect of all
recurring fees. An investor's principal in the Funds and the Funds' returns are
not guaranteed and will fluctuate according to market conditions. When
considering "average" total return figures for periods longer than one year, you
should note that the Funds' annual total return for any one year in the period
might have been greater or less than the average for the entire period. The
Funds also may use "aggregate" total return figures for various periods,
representing the cumulative change in value of an investment in the Funds for a
specific period (again reflecting changes in the Funds' share price and assuming
reinvestment of dividends and distributions).
The Funds may quote their average annual total and/or aggregate total
return for various time periods in advertisements or communications to
shareholders. The Funds may also compare their performance to that of other
mutual funds with similar investment objectives and to stock and other relevant
indices or to rankings prepared by independent services or industry
publications. For example, the Funds' total returns may be compared to data
prepared by Lipper Analytical Services, Inc., Morningstar, Value Line Mutual
Fund Survey and CDA Investment Technologies, Inc. Total return data as reported
in such national financial publications as The Wall Street Journal, The New York
Times, Investor's Business Daily, USA Today, Barron's, Money, and Forbes as well
as in publications of a local or regional nature, may be used in comparing the
Funds' performance.
The Funds' total returns may also be compared to such indices as the
Dow Jones Industrial Average, Standard & Poor's 500 Composite Index, NASDAQ
Composite OTC Index or NASDAQ Industrials Index, Consumer Price Index, Russell
2000 Index, Salomon Brothers High Grade Bond Index and the Morgan Stanley
Europe, Australia, Far East Index. Further information on performance
measurement may be found in the Statement of Additional Information.
Performance quotations of the Funds represent the Funds' past
performance and should not be considered as representative of future results.
The investment return and principal value of an investment in the Funds will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. The methods used to compute the Funds' total return
and yield are described in more detail in the Statement of Additional
Information.
For Fund information, prices, literature, account balances and other information
about your Purisima Funds account, call 1-800- 841-2858.
THE PURISIMA FUNDS
P.O. Box 5354
Cincinnati, Ohio 45201-5354
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<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-09153
File No. 811-07737
================================================================================
Part B
COMBINED STATEMENT OF
ADDITIONAL INFORMATION
INCORPORATED BY REFERENCE -
FILE WITH POST-EFFECTIVE AMENDMENT NO. 6 ON SEPTEMBER 29, 1998
THE PURISIMA FUNDS
The Purisima Total Return Fund
The Purisima Pure American Fund
The Purisima Pure Foreign Fund
================================================================================
<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-09153
File No. 811-07737
================================================================================
Part C
of
Form N-1A
REGISTRATION STATEMENT
THE PURISIMA FUNDS
================================================================================
<PAGE>
THE PURISIMA FUNDS
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements included as a part of this Registrant
Statement
1. Included in Part A of this Registration Statement:
Financial Highlights for the period October 28, 1996
(Inception) to August 31, 1998.
2 Included in Part B of this Registration Statement:
Schedule of Investments as of August 31, 1998;
Statement of Assets and Liabilities as of August 31,
1998; Statement of Changes in Net Assets for the
period October 28, 1996 (Inception) to August 31,
1998; Statement of Operations for the period October
28, 1996 (Inception) to August 31, 1998; Financial
Highlights for the period October 28, 1996
(Inception) to August 31, 1998; related notes; and
the Report of Independent Accountants for The
Purisima Total Return Fund (the "Fund") dated
September 29, 1998 are incorporated by reference to
the Annual Report to Shareholders of the Fund for the
period October 28, 1996 (Inception) to August 31,
1998.
(b) Exhibits
1.1 Certificate of Trust (filed with the Fund's initial
registration statement on Form N-1A dated April 28,
1996)
1.2 Registrant's Agreement and Declaration of Trust
(filed with the Fund's initial registration statement
on Form N-1A dated April 28, 1996)
2. Registrant's By-Laws (filed with the Fund's initial
registration statement on Form N-1A dated April 28,
1996)
3. None.
4. None.
5.1 Investment Management Agreement by and between
Registrant on behalf of the Fund and Fisher
Investments, Inc. (filed with the Fund's initial
registration statement on Form N-1A dated April 28,
1996)
5.2 Form of Comprehensive Management Agreement by and
between Registrant on behalf of the Fund and Fisher
Investments, Inc. (filed with Fund's Post Effective
Amendment No. 6 on September 29, 1998)
6 Distribution Agreement by and between Registrant and
Sunstone Financial Group, Inc. (filed with the Fund's
Pre-Effective Amendment No. 1 on November 5, 1996)
6.1 Distribution Agreement by and between Registrant and
Sunstone Distribution Services, LLC (filed with the
Fund's Post Effective Amendment No. 1 on April 28,
1997)
6.2 Distribution Agreement by and between Registrant and
First Fund Distributors, Inc. - filed with the Fund's
Post Effective Amendment No. 3 November 14, 1997
<PAGE>
7. None.
8. Custodian Agreement by and between Registrant and UMB
Bank, N.A. (filed with the Fund's initial
registration statement on Form N-1A dated April 28,
1996)
9.1 Administration and Fund Accounting Agreement by and
between Registrant and Sunstone Financial Group, Inc.
(filed with the Fund's Post Effective Amendment No. 1
on April 28, 1997)
9.2 Transfer Agency Agreement by and between Registrant
and Sunstone Investor Services, LLC (filed with the
Fund's Post Effective Amendment No. 1 on April 28,
1997)
9.3 Administration Agreement by and between Registrant
and Investment Company Administration Corporation
(filed with the Fund's Post Effective Amendment No. 3
on November 14, 1997)
9.4 Transfer Agency Agreement by and between Registrant
and Countrywide Fund Services, Inc. (filed with the
Fund's Post Effective Amendment No. 3 on November 14,
1997)
9.5 Fund Accounting Agreement by and between Registrant
and Countrywide Fund Services, Inc. (filed with the
Fund's Post Effective Amendment No. 3 on November 14,
1997)
10.1 Legal Opinion of Heller Ehrman White & McAuliffe,
former counsel for Registrant (filed with the Fund's
initial registration statement on Form N-1A dated
April 28, 1996)
10.2 Legal Opinion of Paul, Hastings, Janofsky & Walker
LLP (filed with the Fund's Post Effective Amendment
No. 6 on September 29, 1998)
11. Consent of Independent Accountants (filed herewith)
12. None.
13.1 Subscription Agreement (filed with the Fund's initial
registration statement on Form N- 1A dated April 28,
1997)
13.2 Organizational Expense Agreement (filed with the
Fund's initial registration statement on Form N-1A
dated April 28, 1996)
13.3 Individual Retirement Custodial Account Agreement and
Disclosure Statement (filed with the Fund's initial
registration statement on Form N-1A dated April 28,
1996)
14 Registrant's Service and Distribution Plan pursuant
to Rule 12b-1 under the Investment Company Act of
1940 (filed with the Fund's initial registration
statement on Form N-1A dated April 28, 1996)
15 Computation of Performance Figures (filed with the
Fund's Post Effective Amendment No. 3 on November 14,
1997)
16 Financial Data Schedules (filed herewith)
17 Power of Attorney (filed with the Fund's Post
Effective Amendment No. 6 on September 29, 1998)
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Registrant neither controls any person nor is under common control with any
other person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record
Title of Class Holders as of April 29, 1999
-------------- ----------------------------
Purisima Total Return Fund 713
$0.01 Par Value
Purisima Pure American Fund 24
Purisima Pure Foreign Fund 6
ITEM 27. INDEMNIFICATION.
Registrant's Board of Trustees has adopted the following By-law provisions which
are in full force and effect and have not been modified or cancelled:
ARTICLE VI
INDEMNIFICATION OF TRUSTEES OFFICERS
EMPLOYEES AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of the Trust or is or was serving at the request of the Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation that was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes, without limitation, attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. The Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Trust) by reason of
the fact that such person is or was an agent of the Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his or her
official capacity as a Trustee of the Trust, that his or her conduct was in the
Trust's best interests, and (b) in all other cases, that his or her conduct was
at least not opposed to the Trust's best interests, and (c) in the case of a
criminal proceeding that he or she had no reasonable cause to believe the
conduct of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which the person reasonably believed to be in the
best interest of the Trust or that the person had reasonable cause to believe
that the person's conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. The Trust shall indemnify any person who
was or is a party or is threatened
<PAGE>
to be made a party to any threatened, pending or completed action by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that
such person is or was an agent of the Trust, against expenses actually and
reasonably incurred by that person in connection with the defense or settlement
of that action if that person acted in good faith, in a manner that person
believed to be in the best interests of the Trust and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with the Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him or her, whether or not the
benefit resulted from an action taken in the person's official
capacity; or
(b) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable in the performance of that
person's duty to the Trust, unless and only to the extent that the
court in which that action was brought shall determine upon application
that in view of all the circumstances of the case, that person was not
liable by reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; or
(c) Of amounts paid in settling or otherwise disposing of a threatened
or pending action, with or without court approval, or of expenses
incurred in defending a threatened or pending action that is settled or
otherwise disposed of without court approval, unless the required
approval set forth in Section 6 of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of the
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that, based upon a review of the facts, the agent was not liable by reason of
the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by the Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
(a) a majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of the Trust
(as defined in the Investment Company Act of 1940); or
(b) a written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason of
any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts, that there is reason
<PAGE>
to believe that the agent ultimately will be found entitled to indemnification.
Determinations and authorizations of payments under this Section must conform to
the standards set forth in Section 6 of this Article for determining that the
indemnification is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of the Trust or any subsidiary hereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:
(a) that it would be inconsistent with a provision of the Trust's
Agreement and Declaration of Trust, a resolution of the shareholders
of the Trust, or an agreement in effect at the time of accrual of the
alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid which prohibits or
otherwise limits indemnification; or
(b) that it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of the Trust to purchase such insurance, the Trust shall
purchase and maintain insurance on behalf of any agent of the Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that the Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Trust's Agreement and Declaration of Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article VI does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the Trust as defined in Section 1 of
this Article VI. Nothing contained in this Article VI shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article VI.
Insofar as indemnification for liability rising under the Securities Act of 1933
may be permitted to Trustees, officers and controlling persons of Registrant to
the foregoing provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Trustee, officer or controlling
person in connection with the securities being registered, 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 Act and
will be governed by the final adjudication of such issue.
Section 11 of the Investment Management Agreement between the Registrant
and the Adviser provides for indemnification of the Adviser in connection with
certain claims and liabilities to which the Adviser, in its capacity as the
Registrant's investment adviser, may be subject. A copy of the Investment
Management Agreement is incorporated by reference as Exhibit 5.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Fisher Investments, Inc., Registrant's investment adviser, provides investment
advisory services for large corporations, pension plans, endowments,
foundations, governmental agencies and individuals. Set forth below is
additional biograhpical information and a description of any company with which
the officers and directors of Fisher Investments, Inc. have been engaged at any
time since June 1, 1994 in the capacity of director, officer, employee, partner
or trustee:
<PAGE>
Kenneth L. Fisher is the Chief Executive Officer of Fisher Investments, Inc. and
Chairman of its Investment Policy Committee. Mr. Fisher makes investment policy
and tactical investment decisions. Since July 1984, Mr. Fisher has written a
monthly column for Forbes magazine. Mr. Fisher has operated the Adviser
(including its predecessor) since 1979.
Jeffrey L. Silk is the Director of Operations, Senior Vice President and member
of the Investment Policy Committee of Fisher Investments, Inc. He is responsible
for overseeing the day to day activities of the trading and operations group as
well as development of statistical databases used for screening equity and fixed
income securities. He has been employed by the Adviser since 1983.
Sherrilyn A. Fisher is Senior Vice President and Corporate Secretary of the
Adviser. Her chief responsibilities are the overview of all activities involving
maintenance of the office and its facilities. Ms. Fisher has been employed by
the Adviser since 1984.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) First Fund Distributors, Inc. currently serves as distributor of the
shares of:
Advisors Series Trust
Al Frank Fund (The)
American Trust Allegiance Fund
Avatar Advantage Balanced Fund (The)
Avatar Advantage
Equity Allocation Fund (The)
Avatar Advantage Int'l
Equity Allocation Fund (The)
Chase Growth Fund
Edgar Lomax Value Fund
Information Tech 100 Mutual Fund
Kaminski Poland Fund
Rockhaven Fund
Rockhaven Premier Dividend Fund
Van Deventer & Hoch American Value Fund
RNC Mutual Fund Group, Inc.
PIC Investment Trust
Professionally Managed Portfolios
Academy Value Fund
Avondale Total Return Fund
Brandes Investment Funds
Boston Balanced Fund
Osterweis Fund
Perkins Discovery Fund
Perkins Opportunity Fund
ProConscience Women's Equity Mutual Fund
Trent Equity Fund
Leonetti Balanced Fund
Lighthouse Contrarian Fund
U.S. Global Leaders Growth Fund
Harris Bretall Sullivan & Smith Growth Equity Fund
Pzena Focused Value Fund
Titan Financial Services Fund
PGP Korea Growth Fund
PGP Asia Growth Fund
<PAGE>
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
Masters Select Investment Trust
Kayne Anderson Mutual Funds
O'Shaughnessy Funds, Inc.
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Rainier Investment Management Mutual Funds
The Purisima Funds
UBS Private Investor Funds
(b.) The officers of First Fund Distributors, Inc. are:
Robert H. Wadsworth President and Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Vice President and Secretary
Each officer's business address with the Distributor is 4455 E. Camelback Rd.,
Ste. 261-E, Phoenix, AZ 85018.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are in the possession of the Registrant, at Registrant's corporate offices,
except (1) records held and maintained by relating to its functions as custodian
and (2) records held and maintained by Sunstone Financial Group, Inc. and
Sunstone Investor Services, LLC, 207 East Buffalo Street, Suite 400, Milwaukee,
Wisconsin, 53202, relating to its functions as administrator, fund accountant
and transfer agent up to August 31, 1997. Subsequent to August 31, 1997,
Investment Company Administration Corporation replaced Sunstone Financial Group,
Inc. as administrator and Countrywide Fund Services, Inc. as fund accountant and
transfer agent. The address for Investment Administration Corporation is 2020 E.
Financial Way, Suite 100, Glendora, CA 91741.
ITEM 31. MANAGEMENT SERVICES.
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
ITEM 32. UNDERTAKINGS.
(a) Registrant undertakes to provide its Annual Report upon request
without charge to any recipient of a Prospectus.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant and has duly caused this
Amendment to the Registration Statement on Form N-1A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Woodside, State of
California, on the 22nd day of April, 1999.
THE PURISIMA FUNDS
(Registrant)
By: /s/ KENNETH L. FISHER
--------------------------------------------
Kenneth L. Fisher
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form N-1A has been signed below by the
following person in the capacities and on the date indicated.
NAME TITLE DATE
- ---- ----- ----
/s/ Kenneth L. Fisher President; Trustee (principal April 22, 1999
- ----------------------------- executive officer; principal
Kenneth L. Fisher financial and accounting
officer)
/s/ Bryan F. Morse* Trustee April 22, 1999
- -----------------------------
Bryan F. Morse
/s/ Grover T. Wickersham* Trustee April 22, 1999
- -----------------------------
Grover T. Wickersham
/s/ Pierson E. Clair, III* Trustee April 22, 1999
- -----------------------------
Pierson E. Clair, III
*By: /s/ Kenneth L. Fisher
- -----------------------------
Kenneth L. Fisher, Attorney-In-Fact
Pursuant to Power of Attorney as filed with
post-effective amendment No. 5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 7 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated September 29, 1998, relating to the financial
statements appearing in the August 31, 1998 Annual Report on Form N-SAR of The
Purisima Total Return Fund, which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights" and "Transfer and Dividend Disbursing Agent,
Custodian and Independent Accountants" in the Prospectus and under the heading
"Independent Accountants" in the Statement of Additional Information.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
April 30, 1999
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