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As filed with the Securities and 1933 Act Registration No.333-20473
Exchange Commission on December 23, 1998 1940 Act Registration No.811-08029
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. __ / /
Post-Effective Amendment No. 3 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 4 / X /
(Check appropriate box or boxes)
-----------------------------
GRANUM SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
126 East 56th Street, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 407-3400
Jonas B. Siegel
126 East 56th Street
New York, NY 10022
(Name and Address of Agent for Service)
Copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, NY 10022
Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/x/ on March 1, 1999 pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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GRANUM SERIES TRUST
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NUMBER
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PART A CAPTION
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1. Front and Back Cover Pages Front and Back Cover Pages
2. Risk/Return Summary: Investments, Risks and Goal and Strategy; Main Risks; Past
Performance Performance
3. Risk/Return Summary: Fee Table Fees and Expenses
4. Investment Objectives, Principal Investment More about the Fund's Investment and
Strategies, and Related Risks Related Risks
5. Management's Discussion of Not Applicable (Contained in
Fund Performance the Annual Report of
Registrant.)
6. Management, Organization, and Capital Structure Management of the Fund
7. Shareholder Information How To Buy Shares; How To Redeem
Shares; Dividends and Distributions;
Taxes
8. Distribution Arrangements Distribution Plan
9. Financial Highlights Information Financial Highlights
</TABLE>
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<TABLE>
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PART B CAPTION
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10. Cover Page and Table of Contents Cover Page and Table of Contents
11. Fund History Cover Page
12. Description of the Fund and Its Investments and Investment Policies and Practices;
Risks Derivative Instruments; Investment
Restrictions
13. Management of the Fund Trustees and Officers
14. Control Persons and Principal Holders of Securities General Information
15. Investment Advisory and Other Services Investment Advisory Agreement;
Distributors; Distribution Plan;
General Information
16. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities Dividends, Distributions and Taxes;
General Information
18. Purchase, Redemption and Pricing of Shares How to Redeem Shares; Determination of
Net Asset Value
19. Taxation of the Fund Dividends, Distributions and Taxes
20. Underwriters Distributors; Distribution Arrangements
21. Calculation of Performance Data Performance Information
22. Financial Statements General Information; Financial
Statements
</TABLE>
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PART C
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Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE> 5
P R O S P E C T U S
DATED MARCH 1, 1999
GRANUM VALUE FUND
A SERIES OF GRANUM SERIES TRUST
126 East 56th Street
Twenty-Fifth Floor
New York, New York 10022
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This Prospectus sets forth concisely the information about the Fund that you
should know before investing. It should be read carefully and retained for
future reference. As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved of these securities and has not
passed on the adequacy or accuracy of the information in this Prospectus. It is
a criminal offense to state otherwise.
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TABLE OF CONTENTS
PAGE
----
Goal and Strategy.................... 3
Main Risks........................... 3
Past Performance..................... 4
Fees and Expenses.................... 5
Financial Highlights................. 6
Comparative Performance
Information.......................... 7
More About The Fund's
Investment and Related Risks......... 9
Management of the Fund............... 12
Fund Expenses........................ 14
Dividends, Distributions and Taxes... 14
How to Buy Shares.................... 15
How to Redeem Shares................. 16
Distribution Plan.................... 18
Fund Performance Information......... 18
General Information.................. 19
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS OR IN APPROVED SALES LITERATURE IN CONNECTION WITH THE OFFER
CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST
OR THE DISTRIBUTORS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE TRUST
OR BY THE DISTRIBUTORS TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER.
2
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GOAL AND STRATEGY
GOAL AND TYPES OF INVESTMENTS - The investment objective of the Fund is
capital appreciation. In pursuing this objective, the Fund normally invests at
least 65% of its assets in equity securities. These securities include common
and preferred stocks, and other securities, such as convertible securities,
warrants and stock options, having equity characteristics. A portion of the
Fund's assets may be invested in bonds and other types of debt obligations. An
essential element of the investment adviser's investment philosophy is the
pursuit of superior returns in rising markets and the preservation of capital in
difficult market environments.
HOW THE INVESTMENT ADVISER SELECTS INVESTMENTS - The Fund follows a
value investment strategy. This means that the investment adviser uses
fundamental research such as balance sheet and return-on-equity analysis, and
looks for securities that are undervalued relative to their potential for
growth. The investment adviser focuses on companies it believes have the
potential to produce above-average returns, sales and asset growth. It also
seeks to identify companies that may be involved in "special situations" which
may increase the value of the company's stock. Special situations include a
change in management or management policies, the acquisition of a significant
equity position in the company by others, a merger, reorganization or the sale
of a division, the spin-off of a subsidiary, division or other substantial
assets, or a third-party or issuer tender offer.
INVESTMENTS IN SMALLER COMPANIES - The Fund's investments are made
without regard to the size of issuers. As a result, a significant portion of the
Fund's assets may be invested in companies with smaller market capitalizations.
MAIN RISKS
An investment in the Fund is subject to certain risks. The value of the
Funds' investments increase or decrease. This will cause the value of the Fund's
shares to increase or decrease. You may lose money on your investment in the
Fund.
INVESTMENTS IN EQUITY SECURITIES - Although investments in equity
securities, such as stocks, historically have been a leading choice for
long-term investors, the values of stocks rise and fall depending on many
factors. The stock or other security of a company may not perform as well as
expected, and may decrease in value, because of factors related to the company
(such as poorer than expected earnings or certain management decisions) or to
the industry in which the company is engaged (such as a reduction in the demand
for products or services in a particular industry). General market and economic
factors may adversely affect securities markets generally, which could in turn
adversely affect the value of the Fund's investments, regardless of the
performance or expected performance of companies in which the Fund invests.
There is also a risk that the investment adviser's judgment about the
attractiveness, value and potential appreciation of particular securities will
be incorrect. Special situations involve risks that the contemplated
transactions will be abandoned, revised, delayed or that an anticipated event
will not occur. This can result in the market price of securities declining.
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INVESTMENTS IN SMALLER COMPANIES - Investments in smaller
capitalization companies involve additional risks. The value of securities
issued by small and medium capitalization companies tends to be more vulnerable
to adverse developments specific to the company or the industry, or the
securities markets generally, than the securities of larger capitalization
companies. Returns on these investments may vary substantially from the
performance of the overall equity markets.
INVESTMENTS IN BONDS AND SIMILAR SECURITIES - Investments in bonds and
other debt obligations pose different risks. The value of fixed income
securities generally will fall if interest rates rise. The value of these
securities may also fall as a result of other factors such as the performance of
the issuer, the market perception of the issuer or general economic conditions.
These investments also involve a risk that the issuer may not be able to meet
its principal and interest payment obligations. The Fund is not restricted as to
the maximum maturities of fixed income securities in which it may invest. Fixed
income securities having longer maturities involve greater risk of fluctuations
in value.
OPTIONS AND WARRANTS - Investments in options and warrants are
speculative and involve substantial risk, including the risk of a complete loss
of the value of the investment.
NON-DIVERSIFICATION - The Fund is "non-diversified." This means that,
as compared to mutual funds which are diversified, the Fund may invest a greater
percentage of its total assets in the securities of a single issuer. As a
result, the Fund may hold larger positions in a relatively small number of
stocks as compared to many other mutual funds. This may make the Fund's
performance more volatile than would be the case if it had a more diversified
investment portfolio.
OTHER RISKS ASSOCIATED WITH YOUR INVESTMENT - The Fund may invest in
various derivative instruments, both to hedge its portfolio and to increase
returns, when the investment adviser determines, consistent with the Fund's
investment objective, that use of these instruments is appropriate. These
investments may be considered speculative. There is the risk that they may
significantly reduce returns or increase the volatility of the Fund.
PAST PERFORMANCE
The Fund began operations on May 1, 1997. The Fund's total return from
that date through December 31, 1997 was 21.10%. The Fund's fiscal year ends on
October 31. The Fund's 1998 year-to-date total return through October 31, 1998
was (9.45)%. During the period from May 1, 1997 through October 31, 1998, the
highest total return for a quarter was 14.17% (quarter ending 9/30/97) and the
lowest total return for a quarter was (17.33)% (quarter ending 9/30/98). This
information gives some indication of the risks of an investment by allowing you
to compare the Fund's performance to the performance of other mutual funds or
with the performance of the securities markets generally.
The following table compares the Fund's average annual return from May
1, 1997 (commencement of operations) through December 31, 1997 to that of the
S&P 500 Index (reg.
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tm) for the same time period. The S&P 500 Index is a widely
recognized unmanaged index of common stocks frequently used as a general measure
of U.S. stock market performance.
Return as of 12/31/97
---------------------
Fund 21.10%
S&P 500 Index 22.56%
The information above assumes reinvestment of dividends and
distributions. As with all mutual funds, past performance is not an indication
of future investment results.
FEES AND EXPENSES
Investors in the Fund bear certain fees and expenses. These fees and
expenses are summarized in the table below. The Fund's operating expenses are
paid out of its assets. Their affect is reflected in the Fund's share price. The
Fund does not impose any front-end sales charge or contingent deferred sales
charge (load), but does pay 12b-1 distribution fees.
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on
Purchases (as a percentage
of offering price)............ NONE
Maximum Sales Load Imposed on
Reinvestment of Dividends..... NONE
Maximum Deferred Sales Load..... NONE
Redemption Fees................. NONE
ANNUAL FUND OPERATING EXPENSES: (as a
percentage of average net assets)
Management Fee.................. 1.25%*
Rule 12b-1 Expenses**
Distribution Fee.............. 0.50%
Shareholder Services Fee...... 0.25%
0.75%
Estimated Other Expenses........ 0.41%
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Estimated Total Fund
Operating Expenses............ 2.41%***
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* The basic fee paid by the Fund to the investment adviser is computed at the
annual rate of 1.25% of the average net assets of the Fund and is subject to
increase or decrease by as much as 0.75% based upon the investment performance
of the Fund in relation to the percentage change in the S&P 500 Index. See
"MANAGEMENT OF THE FUND -- Investment Adviser."
** As a result of fees paid by the Fund pursuant to its distribution plan,
long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc. See "DISTRIBUTION PLAN."
*** Depending on the performance of the Fund relative to the S&P 500 Index,
estimated total Fund operating expenses would range from 1.66% to 3.16% of
average net assets.
The purpose of the table above is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly as a
shareholder of the Fund. The amounts set
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forth under "Estimated Other Expenses," as well as the amounts in the example
below, are based upon estimates of expenses for the current fiscal year.
EXAMPLE:
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
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You would pay the following expenses on a
$10,000 investment, assuming (1) a 5%
annual return and (2) redemption at the
end of each time period: $244 $751 $1,285 $2,746
</TABLE>
This example shows what you could pay in expenses over time. It is
based upon estimated Total Fund Operating Expenses as set forth in the table
above. The Example assumes that the Fund's hypothetical investment performance
of 5% annually for the relevant periods was the same as the percentage changes
in the S&P 500 Index during those periods, and also assumes no change in Fund
expenses. If the S&P 500 Index had a 2.5% annual return throughout each of the
periods as compared to a 5% annual return for the Fund, the expenses on a
$10,000 investment for the one, three, five and ten year periods would be $241,
$724, $1,208 and $2,439, respectively. Because actual returns and expenses may
be different than that shown in the example, the example is for comparison
purposes only.
FINANCIAL HIGHLIGHTS
This table describes the Fund's performance for the fiscal years
indicated. It is intended to help you understand the Fund's financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, the Fund's independent accountants. Their
report, along with the Fund's financial statements, are available without charge
upon request.
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1998 October 31, 1997(1)
<S> <C> <C>
Selected Per share data:(4)
Net asset value, beginning of period................................. $ 23.39 $ 20.00
----------- -----------
Income from Investment Operations:
Net investment income (loss)......................................... 0.02 (0.03)
Net realized and unrealized gain (loss) on investments............... (1.48) 3.42
----------- -----------
Total from investment operations..................................... (1.46) 3.39
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Net asset value, end of period....................................... $ 21.93 $ 23.39
=========== ===========
Total return......................................................... (6.24)% 16.95%(2)
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Supplemental data and ratios:
Net assets, end of period (000's).................................... 118,656 $76,263
Ratio of net expenses to average net assets:
Before expense reimbursement....................................... 1.88% 3.03%(3)
After expense reimbursement........................................ 1.88% 2.77%(3)
Ratio of net investment income to average net assets:
Before expense reimbursement....................................... 0.17% (0.78)%(3)
After expense reimbursement........................................ 0.17% (0.52)%(3)
Portfolio turnover rate.............................................. 3.45% 3.12%
</TABLE>
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(1) Beginning from commencement of operations on May 1, 1997.
(2) Not annualized for 1997.
(3) Annualized.
(4) Information presented relates to a share of capital stock of the Fund
outstanding for the entire period.
COMPARATIVE PERFORMANCE INFORMATION
The personnel of the investment adviser who are responsible for
managing the Fund's investments are the same individuals who, acting directly or
through affiliates of the investment adviser (the "Granum Advisers"), are solely
responsible for providing investment advice to other investment funds, including
other investment funds that are not registered under the Investment Company Act
of 1940 (collectively, the "Other Funds"). See "MANAGEMENT OF THE FUND --
Investment Adviser." The investment objectives, policies and strategies of the
Other Funds are substantially similar to those of the Fund. However, unlike the
Other Funds, the Fund does not borrow money from banks or brokers to purchase
investments and does not effect short sales of securities (other than short
sales "against-the-box"). The investment adviser will use investments and
transactions in options and other investment techniques to achieve investment
exposures for the Fund that are substantially similar to those that could be
obtained through the use of borrowings and short sales when, in the judgment of
the investment adviser, such action is warranted by prevailing investment
conditions and consistent with the investment objective of the Fund.
The composite investment performance of the Other Funds is set forth
below. This composite performance information does not represent the performance
of the Fund, which is also set forth below. The information for the Other Funds
is provided solely to illustrate the historical performance achieved by the
personnel of the investment adviser in managing investment funds having the same
investment objective as the Fund as compared to the investment return of a broad
based market index. It is important to recognize that the fees and expenses of
the Other Funds and those of the Fund differ. The investment performance of the
Fund will differ from the performance of the Other Funds. In addition, the past
performance of the Other Funds should not be viewed as indicative of the Fund's
future investment performance. Unlike the Fund, certain of the Other Funds are
not subject to certain investment limitations, diversification requirements and
other restrictions imposed by the Investment Company Act and the Internal
Revenue Code, which, if applicable, might have adversely affected the past
performance of the Other Funds. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE
RESULTS.
7
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The following data should be read in conjunction with the accompanying
notes.
<TABLE>
<CAPTION>
COMPOSITE OF OTHER COMPOSITE OF OTHER
FUNDS BASED ON FUNDS BASED ON THE AGGREGATE
PERFORMANCE OF THE ACTUAL FUND'S S&P 500 NET
YEAR FUND FEES(1) FEES(2) INDEX(3) ASSETS(4)
--------------------------- ------------------ ------------------ ------------------ ---------------- -------------
<S> <C> <C> <C> <C> <C>
1990(5) - 2.4% 1.9% 1.4% 26
1991 - 49.4% 60.0% 30.4% 47
1992 - 16.6% 19.1% 7.6% 82
1993 - 8.3% 9.4% 10.1% 162
1994 - -15.1% -15.4% 1.3% 153
1995 - 47.5% 53.1% 37.6% 215
1996 - 36.8% 44.2% 23.0% 340
1997(6) 21.1% 31.7% 37.9% 33.4% 552
1998(7) -9.5% -11.1% -11.4% 14.6% 517
Cumulative Return(8) 1990-1998 287% 385% 311%
</TABLE>
- ----------
NOTES
(1) The above returns of the Other Funds are net of all fees (including a
1% management fee) and expenses and 20% incentive allocations or fees
to the advisers of the Other Funds. The composite is a weighted average
of the monthly total returns of the Other Funds for the periods
indicated. The returns are based upon the results an investor would
have achieved on an investment made at the commencement of each of the
Other Fund's operations. Except for the performance information of one
account the affect of which on the composite returns shown is
immaterial, this information is based upon audited financial statements
for each period.
(2) The rates of return of the Other Funds have been modified to reflect
the investment performance of the Other Funds assuming the fees and
estimated expenses of the Fund. The composite is a weighted average of
the monthly total returns of the Other Funds for the periods indicated.
The returns are based on the results an investor would have achieved on
an investment made at the commencement of each of the Other Fund's
operations. This presentation of the modified rates of return of the
Other Funds should not be viewed as indicative of the Fund's future
investment performance.
(3) The S&P 500 Index is the Standard & Poor's Composite Index of 500
Stocks is considered to be generally representative of the U.S. large
cap stock market on a whole. The performance date for the S&P 500 Index
is provided for comparison purposes. The S&P 500 figures assume
reinvestment of all dividends paid by stocks included in the index.
They do not, however, include any allowance for the brokerage
commissions or other fees required to invest in those stocks. The Fund
and the Other Funds do not restrict their investments to securities
included in the S&P 500 Index.
(4) As of the end of the period, in millions.
(5) Returns for 1990 are for the period March 5, 1990 (date of inception)
of the Granum Advisers' first investment vehicle, Granite Capital,
L.P., through December 31, 1990.
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(6) Returns for 1997 for the Fund are for the period May 1, 1997
(commencement of operations) through December 31, 1997.
(7) Returns for 1998 are for the period January 1, 1998 through October 31,
1998.
(8) Cumulative return is calculated by using a compounded, time-weighted
return and is the return that would have been earned on an investment
in the Other Funds on their inception through October 31, 1998.
MORE ABOUT THE FUND'S
INVESTMENT AND RELATED RISKS
The Fund may use various investment instruments and practices in
pursuing its investment program. Descriptions of these instruments and
practices, and the risks associated with them, are set forth below.
You should consider the Fund as a supplement to an overall investment
program and should invest only if you are willing to undertake the risks
involved. Changes in the value of the Fund's investments will result in changes
in the value of the Fund's shares, and thus the Fund's total return to
shareholders.
EQUITY SECURITIES - The Fund's investments in equity securities may
include investments in common stocks and preferred stocks of U.S. and foreign
issuers. The Fund may also purchase securities that have equity characteristics,
such as convertible securities, warrants and stock options. The value of equity
securities varies in response to many factors. Factors specific to a company,
such as certain decisions by management, lower demand for its products or
services, or even loss of a key executive, could result in a decrease in the
value of the company's securities. Factors specific to the industry in which a
company participates, such as increased competition or costs of production or
consumer or investor perception, can have a similar effect. The value of a
company's stock can also be adversely effected by changes in financial markets
generally, such as an increase in interest rates or consumer confidence, that
are unrelated to the company itself or its industry. The Fund's focus on value
stocks carries additional risks. As a group, value stocks tend to go through
cycles of relative underperformance and out-performance in comparison to common
stocks generally. These cycles have in the past lasted for periods of several
years. These factors and others can cause significant fluctuations in the prices
of securities in which the Fund invests and can result in significant losses.
SMALLER COMPANIES - The Fund may invest in the securities of issuers
having smaller market capitalizations than the issuers in which many other
mutual funds invest. Investments in smaller companies are generally riskier than
investments in larger, well-established companies. Smaller companies often are
more recently formed than larger companies and may have limited product lines,
distribution channels and financial and managerial resources. There is often
less publicly available information about smaller companies than there is for
larger, more established issuers, making it more difficult for the investment
adviser to analyze the value of the company in relation to its potential for
growth. The equity securities of smaller companies are often traded
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<PAGE> 14
over-the-counter or on regional exchanges and those securities may not be traded
in the volume typical for securities that are traded on a national securities
exchange. Consequently, the Fund may be required to sell these securities over a
longer period of time (and potentially at less favorable prices) than would be
the case for securities of larger companies. In addition, the prices of the
securities of smaller companies may be more volatile than those of larger
companies.
FIXED INCOME SECURITIES - The Fund may invest a portion of its assets
in bonds and other debt obligations, including such securities issued by U.S.
and foreign corporations, the U.S. government or foreign governments or their
agencies, and municipal governments. These securities may pay fixed, variable or
floating rates of interest, and may include zero coupon obligations. The Fund
may invest in both investment grade debt securities and non-investment grade
debt securities (including junk bonds).
All debt securities are subject to certain risks. One risk is whether
the issuer will be able to meet principal or interest payments. Another risk is
that the prices of debt securities will generally decline as interest rates
rise. The prices of debt securities may also decline as a result of market
perception of the creditworthiness of the issuer and general market liquidity.
Non-investment grade securities, especially junk bonds, which are
highly speculative investments, are also more sensitive to these risks,
particularly credit risk. Also, the markets for non-investment grade securities
may be thinner and less active than for investment grade securities. For these
reasons, the Fund will not invest more than 20% of the value of its total assets
in non-convertible fixed income securities that are not investment grade.
FOREIGN SECURITIES - The Fund is permitted to invest up to 20% of the
value of its total assets in equity and fixed income securities of foreign
issuers. These investments involve risks not associated with investments in the
U.S., including the risk of fluctuations in foreign currency exchange rates,
unreliable and untimely information about the issuers and political and economic
instability. These risks are more severe in emerging markets and could result in
the investment adviser misjudging the value of certain securities or in a
significant loss in the value of those securities.
ILLIQUID SECURITIES - The Fund may invest up to 15% of the value of its
net assets in illiquid securities. These securities lack a ready market in which
they can be sold. For this reason, illiquid securities involve the risk that the
Fund will not be able to sell them when desired or at a favorable price.
OPTIONS AND WARRANTS - Options and warrants are forms of derivative
instruments. They can have equity-like characteristics and typically derive
their value, at least in part, from the value of an underlying asset or index.
The Fund may, but is not obligated to, engage in options transactions. It may
invest in warrants and options for profit opportunities. It may also use options
to hedge the portfolio. The Fund will write only covered call or covered put
options. The Fund may trade in options on securities, options on securities
indices and foreign currency options. It may also invest in warrants and rights.
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<PAGE> 15
A put option gives the purchaser of the option the right to sell, and
obligates the writer to buy, an underlying asset or index at a stated exercise
price at any time prior to the expiration of the option. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, an
underlying asset or index at a stated exercise price at any time prior to the
expiration of the option.
Warrants are instruments that permit, but do not obligate, the holder
to subscribe for other securities. Rights are similar to warrants, but normally
have a short duration and are distributed directly by the issuer to its
shareholders. Warrants and rights are not dividend-paying investments and do not
have voting rights like common stock. They also do not represent any rights in
the assets of the issuer. As a result, warrants and rights may be considered
more speculative than direct equity investments. In addition, the value of
warrants and rights do not necessarily change with the value of the underlying
securities and may cease to have value if they are not exercised prior to their
expiration dates.
The use of derivative instruments like options, rights and warrants can
increase the volatility of the Fund's portfolio. They may entail investment
exposures that are greater than their costs would suggest. This means that a
small investment in these instruments could have a large potential positive or
negative impact on the Fund's performance. If the Fund invests in these
instruments at inappropriate times or judges market conditions incorrectly, they
may lower the Fund's return or result in substantial losses. Changes in the
liquidity of the secondary markets in which these instruments trade can result
in significant, rapid and unpredictable changes in their prices, which could
also cause losses to the Fund.
TEMPORARY DEFENSIVE INVESTMENTS - During periods of adverse market or
economic conditions, the Fund may temporarily invest all or a substantial
portion of is assets in high quality, fixed income securities, money market
instruments and money market mutual funds, or it may hold cash. The Fund will
not be pursuing its goal of capital appreciation in these circumstances. The
Fund may also hold these investments for liquidity purposes.
OTHER INVESTMENTS - The Fund may make other types of investments,
including investments in other derivative instruments, and may engage in various
investment practices, including securities lending and the purchase of
securities on a when-issued basis. These investments and practices, and their
risks, are described in the Statement of Additional Information.
COMPENSATION TO INVESTMENT ADVISER - The compensation that may be
payable by the Fund to the investment adviser may under certain circumstances be
higher than the compensation paid by most other mutual funds with similar
investment objectives. The compensation actually paid to the investment adviser
will increase or decrease depending on the Fund's performance versus the S&P 500
Index. This may create an incentive for the investment adviser to make riskier
investments than it might make absent this compensation arrangement.
YEAR 2000 ISSUES - Many computer software systems in use today
recognize dates using a two digit year code. These systems cannot distinguish
between the years preceding the year 2000 and years beginning after 1999. This
is known as the "Year 2000" problem. Most of the
11
<PAGE> 16
services provided to the Fund depend on the smooth functioning of computer
systems. Any failure to adapt these systems prior to the year 2000 could
interfere with the proper operations of the Fund. In addition, because the Year
2000 problem affects virtually all organizations, companies in which the Fund
invests could be adversely impacted by this issue. Although this Year 2000
problem could have a negative impact on the Fund and its operations, the Fund is
working to avoid the problem and to obtain assurances from its service providers
that they are taking similar steps.
MANAGEMENT
OF THE FUND
The Board of Trustees of Granum Series Trust (of which the Fund is a
series) (the "Trust") is responsible for supervising the operations and affairs
of the Fund. The Trust's officers, who are all members, partners, officers or
employees of the investment adviser, the Fund's distributor or their affiliates,
are responsible for the daily management and administration of the Fund's
operations.
INVESTMENT ADVISER - The investment adviser of the Fund is Granum
Capital Management, L.L.C., 126 East 56th Street, 25th Floor, New York, New York
10022. Lewis M. Eisenberg and Walter F. Harrison, III control the investment
adviser and serve as its managing members. Subject to the overall supervision of
the Board of Trustees, the investment adviser manages the investment operations
of the Fund in accordance with the Fund's investment objective and policies and
formulates a continuing investment strategy for the Fund. It makes all decisions
regarding investments to be purchased or sold. The investment adviser has
established an investment committee (the "Investment Committee"), comprised of
Messrs. Eisenberg and Harrison and Mr. Paul Matten, to perform these functions.
LEWIS M. EISENBERG graduated from Dartmouth College in 1964 and
received an M.B.A. from Cornell University in 1966. He has served as a founding
partner and portfolio manager of the investment adviser of one of the Other
Funds since it commenced operations in 1990, and has provided investment advice
to the Other Funds since their inception. From 1966 to 1989, Mr. Eisenberg was
associated with Goldman, Sachs & Co. ("Goldman, Sachs"). While at Goldman Sachs,
Mr. Eisenberg became a general partner of the firm, was co-head of the Equities
Division and served on the Sales, Trading and Research Policy Committee, the
Budget Committee and the International Equity Policy Committee, among others.
WALTER F. HARRISON, III graduated from Dartmouth College in 1966 and
received an M.B.A. in 1969 from the Amos Tuck School of Business Administration.
He has served as a founding partner and portfolio manager of the investment
adviser of one of the Other Funds since it commenced operations in 1990, and has
provided investment advice to the Other Funds since their inception. From 1971
to 1980, Mr. Harrison was associated with A.W. Jones & Associates and A.W. Jones
Co., two investment limited partnerships (collectively, "A.W. Jones"). During
his tenure with A.W. Jones, Mr. Harrison became a managing general partner and
was a member of the Policy Committee, set guidelines for equity exposure, and
performed extensive work on equities valuation techniques. From 1980 to 1983,
Mr. Harrison was senior vice president and a
12
<PAGE> 17
principal of Brokaw Capital Management Co., Inc., and from 1983 to 1989, Mr.
Harrison was associated with Siebel Capital Management.
PAUL MATTEN graduated from Princeton University in 1984 and received an
M.B.A. and a J.D. in 1991 and an M.A. in 1995 from Harvard University. He has
served as a Vice President of the investment adviser of one of the Other Funds
since January 2, 1996. He served as a financial analyst with that investment
adviser from 1992 until 1995, when he took a leave of absence to complete his
studies at Harvard University. From 1984 to 1987, Mr. Matten was associated with
Merrill Lynch Capital Markets, an investment banking firm, as an analyst. From
1987 to 1991, Mr. Matten earned two graduate-level degrees at Harvard
University.
The advisory personnel of the investment adviser are all persons who
are members or employees of the investment advisers to the Other Funds, which
are under common control with the investment adviser to the Fund. In their
capacities with such advisers or as general partners, these persons have
provided investment advisory services to clients, including the Other Funds, and
as of October 31, 1998 manage investment portfolios with assets in excess of
$636 million.
The Fund pays the investment adviser monthly compensation computed
daily at the annual rate of 1.25% of the Fund's net assets (the "Basic Fee").
This Basic Fee is increased or decreased monthly (the "Monthly Performance
Adjustment") depending on the investment performance of the Fund (including
dividends and other distributions) relative to the investment performance of the
S&P 500 Index (including dividends and any cash distributions paid by companies
included in the index). The Monthly Performance Adjustment will be 15% of the
difference between the percentage investment performance of the Fund and the
percentage investment performance of the S&P 500 Index, each measured over the
preceding 12 calendar months (the "Measurement Period"), but may not be more
than +0.75% or --0.75%. This adjustment will result in monthly compensation
computed at annual rates ranging from 0.50% to 2.00% of the Fund's net assets.
For example, if the investment performance of the Fund is 12% and the investment
performance of the index is 10% for the Measurement Period, the Basic Fee will
be adjusted upward by 0.30% to 1.55%. Conversely, if the performance of the Fund
is 10% and the performance of the index is 12% for the Measurement Period, the
Basic Fee will be adjusted downward by 0.30% to 0.95%.
13
<PAGE> 18
The following table further illustrates how the advisory fee would vary under
this arrangement:
<TABLE>
<CAPTION>
PERCENTAGE POINT DIFFERENCE BETWEEN FUND MONTHLY TOTAL
PERFORMANCE (NET OF ADVISORY FEES) AND BASIC PERFORMANCE ADVISORY
PERCENTAGE CHANGE IN S&P 500 INDEX FEE (%) ADJUSTMENT (%) FEE (%)
---------------------------------- ------- -------------- -------
<S> <C> <C> <C> <C>
+5 1.25 +0.75 2.00
+4 1.25 +0.60 1.85
+3 1.25 +0.45 1.70
+2 1.25 +0.30 1.55
+1 1.25 +0.15 1.40
0 1.25 0.0 1.25
--1 1.25 --0.15 1.10
--2 1.25 --0.30 0.95
--3 1.25 --0.45 0.80
--4 1.25 --0.60 0.65
--5 1.25 --0.75 0.50
</TABLE>
The table assumes that the differences between the Fund's performance
and the percentage change in the S&P 500 Index are exactly the percentages set
forth in the first column above. However, as discussed above, the Monthly
Performance Adjustment is computed as a specified percentage (15%) of the
percentage point difference between the Fund's performance and that of the S&P
500 Index. For example, if the percentage point difference in performance was
+1.3, the Monthly Performance Adjustment would be +0.19% and the total advisory
fee would be 1.44%.
The investment advisory fees payable by the Fund may be higher than the
fees paid by most other mutual funds with similar investment objectives.
FUND EXPENSES
The Fund pays all of its expenses other than those expressly assumed by
the investment adviser or by the distributors of the Fund's shares. Expenses of
the Fund are deducted from the Fund's total income before dividends are paid.
The Fund's expenses include, but are not limited to, the following: fees paid to
the investment adviser and the Fund's administrator; payments pursuant to the
Fund's distribution plan (see "DISTRIBUTION PLAN"); fees of the Fund's
independent accountants, custodian and transfer agent and certain related
expenses; taxes; organization costs; brokerage fees and commissions; interest;
costs incident to meetings of the Board of Trustees of the Trust and meetings of
the Fund's shareholders; costs of printing and mailing prospectuses and reports
to shareholders and the filing of reports with regulatory bodies; legal fees and
disbursements; fees payable to federal and state regulatory authorities; fees
[and expenses] of Trustees who are not affiliated with the investment adviser,
the distributors or the administrator; and any extraordinary expenses.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS - The Fund pays dividends from its net
investment income and distributes any net capital gains that it realizes.
Dividends and distributions will generally be paid once a year. They will be
reinvested in the Fund unless you instruct the Fund otherwise.
14
<PAGE> 19
TAXES - Fund dividends and distributions are taxable to most investors
(unless your investment is in an IRA or other tax-advantaged account). The tax
status of any dividend or distribution is the same regardless of how long you
have been an investor in the Fund and whether or not you reinvest your dividends
and distributions or take them as cash. In general, dividends paid from the
Fund's net investment income (which would include short-term capital gains) are
taxable as ordinary income. Distributions of long-term capital gains generally
are taxable at the rate of 10% (if you are in the 15% tax bracket) or 20% (if
you are in the 28% tax bracket or above). In addition, any sale of Fund shares
will generate a tax liability if you realize a gain on the sale.
The tax status of the dividends and distributions for each calendar year
will be detailed in your annual tax statement from the Fund.
The above discussion provides very general information only. You should
always consult your tax professional about federal, state and local tax
consequences associated with your investment in the Fund.
HOW TO BUY SHARES
You may purchase Fund shares at the net asset value per share next
computed after receipt of your purchase order and payment. See "Share Price,"
below. You pay no sales charge when you purchase or redeem shares. However, the
Fund's distributors and securities dealers that sell shares of the Fund receive
compensation from the Fund for their services. See "DISTRIBUTION PLAN." You will
not receive any stock certificate evidencing your purchase of Fund shares, but
will instead receive written confirmation of each transaction and quarterly
statements showing account balances.
The minimum initial investment in the Fund is $5,000. If you invest at
least $5,000 in the Fund for a single account (including, among others, a 401(k)
retirement account), the minimum initial investment requirement will not apply
to additional accounts that are opened by you or your spouse. Subsequent
investments in an account may be made in any amount of $1,000 or more. The Fund
may waive these minimum investment requirements in special circumstances and may
modify these requirements at any time.
PURCHASE BY MAIL - You may purchase shares by sending a check, together
with a completed Account Application in the case of an initial investment, to
Granum Value Fund, c/o Firstar Mutual Fund Services, LLC, 615 East Michigan
Street, 3rd Floor, Milwaukee, WI 53202. Subsequent investments should be
accompanied with an investment slip (which will be enclosed with confirmations
and statements and which will also be available upon request from the Fund's
distributors or the administrator). Always write your Fund account number on the
check. All checks to purchase shares must be drawn on a U.S. bank and made
payable to "Granum Value Fund." Third party checks will not be accepted.
All checks are accepted subject to collection. In the event your check
does not clear, the Fund will hold you liable for the full amount of any
decrease in the value of the shares that have
15
<PAGE> 20
been issued and for any collection costs incurred by the Fund. Payments for
redemptions of shares recently purchased by check (but not the date as of which
the redemption price is determined) may be delayed to assure that the purchase
check clears, which may take up to 15 days from the transfer agent's receipt of
your check. This delay can be avoided if shares are purchased by wire and will
also not apply if there are sufficient other shares in your account from which
to satisfy the requested redemption. Firstar Mutual Fund Services, LLC will
charge a $20 fee for any returned check.
PURCHASE BY WIRE - You may purchase shares by wiring federal funds. To
send a wire payment, you should have your bank transmit federal funds to:
Firstar Bank Milwaukee, N.A., 777 East Wisconsin Avenue, Milwaukee, WI 53202,
ABA # 075000022, Credit: Firstar Mutual Fund Services, L.L.C., Acct# 112952137,
Attn.: Granum Value Fund, Account Name (Name of Investor). In the case of an
initial investment, you should obtain an account number by calling
1-888-5-GRANUM (547-2686) before wiring funds. A completed Account Application,
including your account number, should be submitted promptly after wiring federal
funds for an initial investment.
For further information regarding the procedures to be used in
purchasing shares, you may contact either of the Fund's distributors or your
securities dealer, or call 1-888-5-GRANUM (547-2686).
PLEASE BE SURE TO SUBMIT A COMPLETED ACCOUNT APPLICATION WITH ALL
INITIAL PURCHASES. AN ACCOUNT APPLICATION MUST BE ON FILE WITH THE TRANSFER
AGENT IN ORDER TO REDEEM SHARES.
SHARE PRICE - Net asset value per share is determined once daily as of
the close of trading on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is open for
business. The Fund calculates net asset value per share by dividing the value of
its net assets (i.e., the value of its assets less its liabilities) by the total
number of shares outstanding. The Fund's investments are valued at their market
value or, if market quotations are not readily available, at their fair value as
determined by the investment adviser in accordance with procedures adopted by
the Board of Trustees. The time at which transactions and shares are priced and
the time until which orders are accepted may be changed in case of an emergency
or if the NYSE closes at a time other than 4:00 p.m., Eastern time.
HOW TO REDEEM SHARES
You may redeem shares of the Fund at any time. Your shares will be
redeemed at their current net asset value per share next computed after receipt
of your redemption request in proper form. See "HOW TO BUY SHARES -- Share
Price." No charges are imposed in connection with redemptions. The value of the
shares redeemed may be more or less than their original cost, depending upon
changes in the Fund's net asset value per share.
The Fund normally makes payment for all shares redeemed within seven
days after receipt by the transfer agent of a redemption request in proper form.
Payment may be delayed for more than seven days as permitted by SEC rules. If
you purchase shares by check and submit
16
<PAGE> 21
shortly thereafter a redemption request, the redemption proceeds will not be
transmitted to you until your purchase check has cleared, which may take up to
15 days. Shares may not be redeemed unless you have submitted a completed
Account Application which is on file with the transfer agent.
The Fund reserves the right to redeem at its option, upon not less than
45 days' written notice, the account of any shareholder that, as a result of a
redemption of shares, has a value of less than $5,000 as a result of one or more
redemptions if the shareholder does not purchase additional shares to increase
the account value to at least $5,000 during the notice period.
Shares of the Fund may be redeemed by using one of the procedures
described below. For further information regarding redemption procedures, you
may contact either of the Fund's distributors or your securities dealer, or call
1-888-5-GRANUM (547-2686).
WRITTEN REDEMPTION REQUESTS - You may redeem shares by mailing a
written request to: Granum Value Fund, c/o Firstar Mutual Fund Services, LLC,
615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202. A written request must
be signed by each shareholder, including each owner of a joint account. Each
signature must be guaranteed for redemptions exceeding $50,000. The transfer
agent has adopted standards and procedures pursuant to which signature
guarantees in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations, as well as
from participants in the New York Stock Exchange Medallion Signature Program,
the Securities Transfer Agents Medallion Program ("STAMP") and [the Stock
Exchanges Medallion Program]. If you have any questions with respect to
signature guarantees, please call 1-888-5-GRANUM (547-2686).
The proceeds of a written redemption request will normally be paid by
check made payable to the shareholders of record. You may request that
redemption proceeds of $1,000 or more be wired to your account at any member
bank of the Federal Reserve System if you have previously designated that
account as one to which redemption proceeds may be wired.
TELEPHONE REDEMPTION REQUESTS - You may redeem shares by telephone
request if you have elected to have this option. You may place a telephone
redemption request by calling 1-888-5-GRANUM (547-2686). The proceeds of
telephone redemptions in the amount of $1,000 or more will be wired to your
account at any member bank of the Federal Reserve System which you have
previously designated. Otherwise redemption proceeds will be paid by check.
During times of extreme economic or market conditions, you may
experience difficulty in contacting the transfer agent by telephone to request a
redemption. In such cases, you should consider using a written redemption
request sent by overnight service to: Granum Value Fund, c/o Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202.
Using this procedure may result in your redemption request being processed at a
later time that it would have been if the telephone redemption procedure had
been used. During the delay, the Fund's net asset value may fluctuate.
17
<PAGE> 22
By selecting the telephone redemption option, you authorize the
transfer agent to act on telephone instructions reasonably believed to be
genuine. The transfer agent employs reasonable procedures, such as requiring a
form of personal identification, to confirm that telephone redemption
instructions are genuine. Neither the Fund nor the transfer agent will be liable
for any losses due to unauthorized or fraudulent instructions if these
procedures are followed. The Fund reserves the right to refuse any request made
by telephone, including requests made shortly after a change of address, and may
limit the number of requests within a specified period.
DISTRIBUTION PLAN
The Trust has adopted a distribution plan in accordance with Rule 12b-1
under the Investment Company Act of 1940. Under the distribution plan, the Fund
makes payments to Mercer Allied Company and Granum Securities, L.L.C., the
distributors of the Fund's shares, for services they provide in connection with
the sale of shares to investors ("Distribution Services") and for the furnishing
of account related services by the distributors and securities dealers to
shareholders ("Shareholder Services"). Shareholder Services provided by the
distributors and securities dealers include responding to shareholder inquiries
regarding the Fund and their accounts with the Fund, and providing shareholders
with reports, information and services related to their Fund accounts.
The Fund pays monthly fees to each distributor for Distribution
Services and Shareholder Services. The fee for Distribution Services is computed
at the annual rate of 0.50% of the average net assets of the Fund. The fee for
Shareholder Services is computed at the annual rate of 0.25% of the average net
assets of the Fund. The fees to each distributor are based on the value of
shares held by persons who have purchased shares through that distributor or
through broker-dealers that have entered into selling agreements with that
distributor. From this compensation, the distributors make payments to
securities dealers whose customers have purchased shares of the Fund.
Because these fees are paid out of the Fund's assets on an on-going
basis, over time these fees will increase the cost of your investment and may
cost you more that other types of sales charges.
FUND PERFORMANCE INFORMATION
Advertisements and sales literature relating to the Fund and reports to
shareholders may include quotations of investment performance. In these
materials, the Fund's performance may be calculated on the basis of average
annual total return or total return.
Average annual total return is calculated using a standardized formula
which assumes that an investment was purchased with an initial payment of $1,000
and that the investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and distributions during
the period. The return is expressed as a percentage rate which, if applied on a
compounded annual basis, would result in the redeemable value of the investment
at the end of the period. Advertisements of the Fund's performance will include
18
<PAGE> 23
quotations of average annual total return for one, five and ten year periods,
depending upon the length of time during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is expressed
as a percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the net asset value per share at
the beginning of the period. Advertisements may include the percentage rate of
total return or may include the value of a hypothetical investment at the end of
the period which assumes the application of the percentage rate of total return.
Performance will vary from time to time, and past results are not
necessarily representative of future results.
Comparative performance information, as well as published ratings and
rankings, may be used from time to time in advertising or marketing the Fund's
shares, including data from Lipper Analytical Services, Inc., the S&P 500 Index,
the Wilshire 5000 Index, the Dow Jones Industrial Average, Money Magazine,
Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
ADMINISTRATOR - Firstar Mutual Fund Services, LLC, 615 East Michigan
Street, 3rd Floor, Milwaukee, WI 53202, provides various administrative and
accounting services to the Fund. Services provided by the administrator include:
facilitating general fund management; monitoring fund compliance with federal
and state regulations; supervising the maintenance of the Fund's general ledger,
the preparation of the Fund's financial statements, the determination of the net
asset value of the Fund's assets and the declaration and payment of dividends
and other distributions to shareholders; and preparing specified financial, tax
and other reports. The Fund pays the administrator a monthly fee for
administrative services which is calculated as follows: a minimum annual fee of
$30,000 on the first $40 million of the Fund's average net assets plus 0.06%
annually on the next $200 million of average net assets; 0.05% annually on the
next $300 million of average net assets; and 0.03% annually on any remaining
additional average net assets. The Fund reimburses the administrator for certain
out-of-pocket expenses. In addition, the Fund pays the administrator an annual
fee for accounting services of $22,000 on the first $40 million of the assets,
and 0.01% annually on the next $200 million of such assets; and 0.005% of any
remaining assets, determined as of the end of the month; plus certain expenses.
DISTRIBUTORS - Mercer Allied Company and Granum Securities, L.L.C.
serve as co-distributors of shares of the Fund. The principal business address
of Mercer Allied is One Wall Street, Albany, New York 12205. The principal
business address of Granum Securities is 126 East 56th Street, Twenty-fifth
Floor, New York, New York 10022. Granum Securities is an affiliate of, and is
under common control with, the Fund's investment adviser.
TRANSFER AGENT - Firstar Mutual Fund Services, LLC, 615 East
Michigan Street, 3rd Floor, Milwaukee, WI 53202, serves as the Fund's transfer
agent and dividend disbursing agent.
19
<PAGE> 24
Shareholders of the Fund may contact the transfer agent with any questions
regarding their transactions in shares of the Fund and account balances.
CUSTODIAN - Firstar Bank Milwaukee, N.A. serves as custodian for the
Fund. In that capacity, it maintains custody of all securities and cash assets
of the Fund. The custodian is authorized to hold the Fund's investments in
securities depositories and with subcustodians approved by the Fund.
20
<PAGE> 25
INVESTMENT ADVISER
GRANUM CAPITAL MANAGEMENT, L.L.C.
126 East 56th Street
Twenty-fifth Floor
New York, New York 10022
DISTRIBUTORS
MERCER ALLIED COMPANY
One Wall Street
Albany, New York 12205
GRANUM SECURITIES, L.L.C.
126 East 56th Street
Twenty-fifth Floor
New York, New York 10022
ADMINISTRATOR AND
TRANSFER AGENT
FIRSTAR MUTUAL FUND SERVICES, LLC
615 East Michigan Street
3rd Floor
Milwaukee, Wisconsin 53202
CUSTODIAN
FIRSTAR BANK MILWAUKEE, N.A.
615 East Michigan Street
3rd Floor
Milwaukee, Wisconsin 53202
INDEPENDENT
ACCOUNTANTS
PRICEWATERHOUSECOOPERS, LLP
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
LEGAL COUNSEL
SCHULTE ROTH & ZABEL LLP
900 Third Avenue
New York, New York 10022
<PAGE> 26
FOR MORE INFORMATION
For more information about the Fund, the following documents are
available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS - Additional information is available in the
Fund's annual and semi-annual reports to shareholders. The annual report
contains a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - The SAI provides more
details about the Fund and its policies. A current SAI is on file with the SEC
and is incorporated by reference into (and is legally a part of) this
Prospectus.
TO OBTAIN INFORMATION
To obtain free copies of the annual or semi-annual report or the SAI or
discuss questions about the Fund:
BY TELEPHONE - Call your securities dealer or call 1-888-5-GRANUM
(547-2686)
BY MAIL - Write to: Granum Value Fund, c/o Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, 3rd Floor, Milwaukee, Wisconsin
53202
Free text only versions of the annual report, semi-annual report and
the SAI are available on the SEC's Internet website, http://www.sec.gov. You can
also obtain copies by visiting the SEC's Public Reference Room in Washington,
D.C. or by sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, D.C. 20549-6009.
Investment Company Act File Number 811-08029
<PAGE> 27
PROSPECTUS
GRANUM
VALUE
FUND
March 1, 1999
<PAGE> 28
Granum Value Fund
126 EAST 56TH STREET
TWENTY-FIFTH FLOOR
NEW YORK, NEW YORK 10022
STATEMENT OF
ADDITIONAL INFORMATION
DATED MARCH 1, 1999
Granum Value Fund (the "Fund") is a non-diversified series of Granum
Series Trust (the "Trust"), an open-end management investment company (or mutual
fund) organized as a business trust under the laws of the State of Delaware. The
investment objective of the Fund is to seek capital appreciation. The Fund
pursues this objective by investing its assets principally in equity securities,
including common and preferred stocks and other securities, such as warrants and
stock options, having equity characteristics. In managing the Fund's portfolio,
the investment adviser of the Fund attempts to identify securities that are
undervalued relative to their potential for growth. The Fund may also pursue its
objective by investing in fixed income securities when such securities, in the
judgment of the investment adviser, provide attractive opportunities for capital
appreciation. As part of its investment program, the Fund may use certain
derivative investments which involve certain risks. The Fund's investment
policies and practices involve certain risks and there can be no assurance that
the Fund will achieve its investment objective.
Granum Capital Management, L.L.C. serves as the Fund's investment
adviser (the "Investment Adviser"). Firstar Mutual Fund Services, LLC (the
"Administrator") provides administrative services to the Fund.
Shares of the Fund are distributed on a continuous basis at their
current net asset value per share, without imposition of any front-end or
contingent deferred sales charge, by Mercer Allied Company and Granum
Securities, L.L.C. (the "Distributors") and by selected securities dealers. The
minimum initial investment in the Fund is $5,000. Subsequent investments may be
made in any amount of $1,000 or more.
---------------
Information about the Fund is set forth in a separate Prospectus for
the Fund, dated March 1, 1999, which provides the basic information you should
know before investing. To obtain a copy of the Fund's Prospectus, please write
to Granum Value Fund, c/o Firstar Mutual Fund Services, LLC, 615 East Michigan
Street, 3rd Floor, Milwaukee, WI 53202, or call 1-888-5-GRANUM (547-2686). This
Statement of Additional Information is not a prospectus, but contains
information in addition to and more detailed than that set forth in the
Prospectus. It is intended to provide you with additional information regarding
the activities and operations of the Fund and the Trust, and should be read in
conjunction with the Fund's Prospectus.
B-1
<PAGE> 29
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Policies and Practices....... B-3
Derivative Investments.................. B-11
Investment Restrictions................. B-15
Trustees and Officers................... B-17
Investment Advisory Agreement........... B-19
Distributors............................ B-21
Distribution Plan....................... B-22
How To Redeem Shares.................... B-24
Determination of New Asset Value........ B-25
Dividends, Distributions and Taxes...... B-26
Portfolio Transactions and Brokerage.... B-30
Performance Information................. B-31
General Information..................... B-33
</TABLE>
B-2
<PAGE> 30
INVESTMENT POLICIES AND PRACTICES
The sections below describe, in greater detail than in the Fund's
Prospectus, some of the different types of investments which may be made by the
Fund and the different investment practices in which the Fund may engage. The
use of options by the Fund is discussed under "DERIVATIVE INVESTMENTS." The
principal investment strategies and associated risks of the Fund are described
in the Prospectus.
TYPES OF EQUITY SECURITIES - The equity securities which may be
purchased by the Fund include common, preferred and convertible preferred
stocks, and securities having equity characteristics such as rights, warrants
and convertible debt securities. See "-- Convertible Securities." Common stocks
and preferred stocks represent equity ownership interests in a corporation and
participate in the corporation's earnings through dividends which may be
declared by the corporation. Unlike common stocks, preferred stocks are entitled
to stated dividends payable from the corporation's earnings, which in some cases
may be "cumulative" if prior stated dividends have not been paid. Dividends
payable on preferred stock have priority over distributions to holders of common
stock, and preferred stocks generally have preferences on the distribution of
assets in the event of the corporation's liquidation. Preferred stocks may be
"participating," which means that they may be entitled to dividends in excess of
the stated dividend in certain cases. The rights of common and preferred stocks
are generally subordinate to rights associated with a corporation's debt
securities.
CONVERTIBLE SECURITIES - Convertible securities may be purchased by the
Fund. These securities include convertible debt obligations and convertible
preferred stock. A convertible security entitles the holder to exchange it for a
fixed number of shares of common stock (or other equity security), usually at a
fixed price within a specified period of time. Until conversion, the holder
receives the interest paid on a convertible bond or the dividend preference of a
preferred stock.
Convertible securities have an "investment value" which is the
theoretical value determined by the yield it provides in comparison with similar
securities without the conversion feature. The investment value changes based
upon prevailing interest rates and other factors. They also have a "conversion
value" which is the worth in market value if the security were exchanged for the
underlying equity security. Conversion value fluctuates directly with the price
of the underlying security. If conversion value is substantially below
investment value, the price of the convertible security is governed principally
by its investment value. If the conversion value is near or above investment
value, the price of the convertible security generally will rise above
investment value and may represent a premium over conversion value due to the
combination of the convertible security's right to interest (or dividend
preference) and the possibility of capital appreciation from the conversion
feature. A convertible security's price, when price is influenced primarily by
its conversion value, will generally yield less than a senior non-convertible
security of comparable investment value. Convertible securities may be purchased
at varying price levels above their investment values or conversion values.
However, there is no assurance that any premium above investment value or
conversion value will be
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recovered because prices change and, as a result, the ability to achieve capital
appreciation through conversion may never be realized.
SPECIAL CORPORATE SITUATION INVESTMENTS- The Fund may invest a
significant portion of its total assets in securities of companies that may be
involved in special corporate situations, the occurrence of which would
favorably affect the values of the companies' equity securities. Such situations
could include, among other developments, the following: a change in management
or management policies; the acquisition of a significant equity position in the
company by an investor or investor group; a merger, reorganization or the sale
of a division; the spin-off of a subsidiary, division, or other substantial
assets; or a third-party or issuer tender offer. The primary risk of this type
of investing is that if the contemplated transaction is abandoned, revised,
delayed or becomes subject to unanticipated uncertainties, the market price of
the securities may decline below the purchase price paid by the Fund.
In general, securities that are the subject of a special corporate
situation sell at a premium to their market prices immediately prior to the
announcement of the situation. However, the increased market price of these
securities sometimes reflect a discount from what the stated or appraised value
of the security would be if the contemplated transaction were approved or
consummated. These investments may be advantageous when the following occur: (1)
the discount significantly overstates the risk of the contingencies involved;
(2) the discount significantly undervalues the securities, assets or cash to be
received by shareholders of the prospective portfolio company as a result of the
contemplated transactions; or (3) the discount fails adequately to recognize the
possibility that the offer or proposal may be replaced or superseded by an offer
or proposal of greater value. The evaluation of these contingencies requires
unusually broad knowledge and experience on the part of the Investment Adviser,
which must appraise not only the value of the issuer and its component
businesses as well as the assets or securities to be received as a result of the
contemplated transaction, but also the financial resources and business
motivation of the offeror as well as the dynamics of the business climate when
the offer or proposal is in progress.
The Fund's special corporate situation investments may tend to increase
its turnover ratio, thereby increasing its brokerage and other transaction
expenses as well as making it more difficult for the Fund to meet the tests for
favorable tax treatment as a "regulated investment company" specified by the
Internal Revenue Code of 1986, as amended (the "Code"). See "DIVIDENDS,
DISTRIBUTIONS AND TAXES." The Investment Adviser attempts to select investments
of the type described that, in its view, have a reasonable prospect of capital
appreciation that is significant in relation to both the risk involved and the
potential of available alternate investments. The Investment Adviser will
closely monitor the effect of such investments on the tax qualification tests of
the Code.
TYPES OF FIXED INCOME SECURITIES - Generally. As described in the
Fund's Prospectus, the Fund may invest in bonds and other types of debt
obligations of U.S. and foreign issuers. Fixed income securities purchased by
the Fund may include, among others: bonds, notes and debentures issued by
corporations; debt securities issued or guaranteed by the U.S. Government or one
of its agencies or instrumentalities ("U.S. Government Securities"); municipal
securities;
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mortgage-backed and asset-backed securities; and debt securities issue or
guaranteed by foreign governments, their agencies, instrumentalities or
political subdivisions, or by government owned, controlled or sponsored
entities, including central banks. Under certain circumstances, these
investments are subject to certain quality limitations and other restrictions
and include money market instruments and other types of obligations. Investors
should recognize that, although securities ratings issued by Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's
Investors Service, Inc. ("Moody's") provide a generally useful guide as to
credit risks, they do not offer any criteria to evaluate interest rate risk. A
description of the ratings used by S&P and Moody's is set forth in Appendix A to
this Statement of Additional Information. Changes in interest rate levels
generally cause fluctuations in the prices of fixed income securities and will,
therefore, cause fluctuations in the net asset value per share of the Fund.
Subsequent to the purchase of a fixed income security by the Fund, the ratings
or credit quality of such security may deteriorate. Any such subsequent adverse
changes in the rating or quality of a security held by the Fund would not
require the Fund to sell the security.
Zero Coupon Securities. Fixed income securities purchased by the Fund
may include zero coupon securities. These securities do not pay any interest
until maturity and, for this reason, zero coupon securities of longer maturities
may trade at a deep discount from their face or par values and may be subject to
greater fluctuations in market value than ordinary debt obligations of
comparable maturity. Current federal tax law requires the holder of a zero
coupon security to accrue a portion of the discount at which the security was
purchased as income each year even though the holder receives no interest
payment that year.
Variable and Floating Rate Securities. Fixed income securities
purchased by the Fund may also include variable and floating rate securities.
The interest rates payable on these securities are adjusted either at pre-
designated periodic intervals or whenever there is a change in an established
market rate of interest. Other features may include a right whereby the Fund may
demand prepayment of the principal amount prior to the stated maturity (a
"demand feature") and the right of an issuer to prepay the principal amount
prior to maturity. One benefit of variable and floating rate securities is that,
because of interest rate adjustments on the obligation, changes in market value
that would normally result from fluctuations in prevailing interest rates are
reduced. One benefit of a demand feature is enhanced liquidity.
Non-Investment Grade Debt Securities. As discussed in the Prospectus,
the Fund may invest in both investment grade and non-investment grade debt
securities. Non-investment grade debt securities (typically called "junk bonds")
are securities that are considered to be predominantly speculative with respect
to the issuer's capacity to pay interest and repay principal. The Fund will not
invest more than 20% of the value of its total assets in non-convertible
securities which are not investment grade.
Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risk associated with acquiring the securities of such
issuers generally is greater than is the case with higher grade securities. For
example, during an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of these securities may not have sufficient
revenues to meet their
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interest payment obligations. The issuer's ability to service its debt
obligations also may be affected adversely by specific corporate developments,
forecasts, or the unavailability of additional financing. The risk of loss
because of default by the issuer is significantly greater for the holders of
these securities because such securities generally are unsecured and often are
subordinated to other creditors of the issuer.
Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold only
to a limited number of dealers or institutional investors. To the extent a
secondary trading market for these securities does exist, it generally is not as
liquid as the secondary market for higher grade securities. The lack of a liquid
secondary market may have an adverse impact on market price and yield and the
Fund's ability to dispose of particular issues when necessary to meet the Fund's
liquidity needs or in response to a specific economic event such as a
deterioration in the creditworthiness of the issuer. The lack of a liquid
secondary market for certain securities also may make it more difficult for the
Fund to obtain accurate market quotations for purposes of valuing the Fund's
portfolio and calculating its net asset value. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of these securities. In such cases, judgment may play a
greater role in valuation because less reliable, objective data may be
available.
These securities may be particularly susceptible to economic downturns.
It is likely that an economic recession could disrupt severely the market for
such securities and may have an adverse impact on the value of such securities.
In addition, it is likely that any such economic downturn could adversely affect
the ability of the issuers of such securities to repay principal and pay
interest thereon and increase the incidence of default for such securities.
The Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. The Fund has
no arrangement with any person concerning the acquisition of such securities,
and the Investment Adviser will review the credit and other characteristics
pertinent to such new issues.
The Fund will not purchase any debt security rated below CCC by S&P or
Caa by Moody's (or any unrated debt security determined to be of comparable
quality by the Investment Adviser). If the rating of any debt security held by
the Fund is downgraded below such minimum ratings (or if the Investment Adviser
determines that a comparable unrated debt security has similarly declined in
quality), there is no requirement that the Fund sell such security. The
determination of whether to sell any such security will be made by the
Investment Adviser, consistent with its best investment judgment.
FOREIGN SECURITIES - Although the Fund invests principally in equity
securities of U.S. companies, it may invest up to 20% of the value of its total
assets in equity and fixed income securities of foreign issuers, including
depository receipts (such as American Depository Receipts) that represent an
indirect interest in securities of foreign issuers. Investments in foreign
securities are affected by risk factors generally not thought to be present in
the U.S. With respect to such securities, there may be more limited information
publicly available concerning the issuer
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than would be the case with respect to domestic securities, different accounting
standards may be used by foreign issuers and foreign trading markets may not be
as liquid as U.S. markets. Foreign securities also involve such risks as
currency risks, possible imposition of withholding or confiscatory taxes,
possible currency transfer restrictions, expropriation or other adverse
political or economic developments and the difficulty of enforcing obligations
in other countries. These risks may be greater in emerging markets and in less
developed countries.
The purchase of securities denominated in foreign currencies will
subject the value of the Fund's investments in those securities to fluctuations
due to changes in foreign exchange rates. To hedge against the effects of
changes in foreign exchange rates, the Fund may enter into forward foreign
currency exchange contracts ("forward contracts"). These contracts represent
agreements to exchange an amount of currency at an agreed upon future date and
rate. The Fund will generally use forward contracts only to "lock in" the price
in U.S. dollars of a foreign security that the Fund plans to purchase or to
sell, but in certain limited cases may use such contracts to hedge against an
anticipated substantial decline in the price of a foreign currency against the
U.S. dollar that would adversely affect the U.S. dollar value of foreign
securities held by the Fund. Forward contracts will not be used in all cases
and, in any event, cannot completely protect the Fund against all changes in the
values of foreign securities resulting from fluctuations in foreign exchange
rates. The Fund will not enter into a forward contract if, as a result, forward
contracts would represent more than 20% of the Fund's total assets. For hedging
purposes, the Fund may also use options on foreign currencies, which expose the
Fund to certain risks. See "DERIVATIVE INVESTMENTS -- Options on Foreign
Currency."
TEMPORARY INVESTMENTS - For defensive purposes, the Fund may
temporarily invest all or a substantial portion of its assets in high quality
fixed income securities and money market instruments, or may temporarily hold
cash in such amounts as the Investment Adviser deems appropriate. Fixed income
securities will be deemed to be of high quality if they are rated "A" or better
by S&P or Moody's or, if unrated, are determined to be of comparable quality by
the Investment Adviser. Money market instruments are high quality, short-term
fixed income obligations (which generally have remaining maturities of one year
or less), and may include: U.S. Government Securities; commercial paper;
certificates of deposit and banker's acceptances issued by domestic branches of
United States banks that are members of the Federal Deposit Insurance
Corporation; and repurchase agreements for U.S. Government Securities. In lieu
of purchasing money market instruments, the Fund may purchase shares of money
market mutual funds that invest primarily in U.S. Government Securities and
repurchase agreements involving those securities, subject to certain limitations
imposed by the Investment Company Act of 1940 (the "1940 Act"). The Fund, as an
investor in a money market fund, will indirectly bear the fees and expenses of
that fund, which will be in addition to the fees and expenses of the Fund.
Repurchase Agreements involve certain risks not associated with direct
investments in debt securities. See "INVESTMENT POLICIES AND PRACTICES --
Repurchase Agreements."
LIMITED DIVERSIFICATION - As a "non-diversified" investment company,
the Fund is not subject to the provisions of the 1940 Act that otherwise would
limit the percentage of its assets that may be invested in the securities of a
single issuer. However, the Fund will not invest more than 10% of the value of
its total assets in the securities of any one issuer. If this percentage
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limitation is adhered to at the time of investment, the Fund will not be
required to reduce a position if, as a result of a change in percentage
resulting from a change in the values of the securities or in the total assets
of the Fund, the position exceeds this percentage limitation.
In addition, the Fund intends to comply with the diversification
requirements imposed by the Internal Revenue Code of 1986, as amended (the
"Code"). Under these requirements, at the end of each quarter of the Fund's
taxable year, at least 50% of the market value of the Fund's total assets must
be invested in cash, U.S. Government Securities, the securities of other
regulated investment companies and other securities, with such other securities
of any one issuer limited (for purposes of this calculation) to an amount not
greater than 5% of the value of the Fund's total assets and not greater than 10%
of the outstanding voting securities of such issuer.
Under the Fund's policies, a relatively high percentage of its assets
may be invested in the securities of a limited number of issuers, some of which
may be within the same industry or economic sector. The Fund's portfolio may
therefore be more susceptible to any single economic, political or regulatory
occurrence and may be more volatile than the portfolio securities of a
"diversified" investment company. Therefore, an investment in the Fund involves
greater risks than an investment in a "diversified" investment company.
PORTFOLIO TURNOVER - Although many of the Fund's investments may be
held for the purpose of seeking capital appreciation over the long term, the
Fund may also engage in short-term trading in seeking capital appreciation.
Moreover, securities may be sold without regard to the time they have been held
when investment considerations warrant such action. It is expected that these
policies will cause the Fund's portfolio turnover rate to be higher than certain
other investment companies, although the portfolio turnover rate is not
anticipated to exceed 100%. A high portfolio turnover rate will result in higher
brokerage costs to the Fund and may also result in the realization of greater
capital gains which will be subject to tax, including short-term gains which
will be taxable to shareholders at ordinary income tax rates. See "DIVIDENDS,
DISTRIBUTIONS AND TAXES."
SHORT SALES - Although the Fund may not generally sell securities
short, it may effect short sales "against-the-box." In these transactions, the
Fund sells short securities it owns or has the right to obtain without payment
of additional consideration. The Fund may make a short sale against-the-box in
order to hedge against market risks when it believes that the price of a
security owned by the Fund may decline or when the Fund does not want to sell
the security it owns. If the Fund effects a short sale against-the-box, it will
be required to set aside securities equivalent in kind and amount to the
securities sold short (or securities convertible or exchangeable into such
securities) and will hold such securities while the short sale is outstanding.
The Fund will incur transaction costs, including interest expense, in connection
with opening, maintaining and closing short sales against-the-box.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES - The Fund may purchase or
sell securities on a when-issued or delayed delivery basis. In these
transactions, securities are purchased or sold by the Fund with payment and
delivery taking place as much as a month or more in the future. The Fund engages
in these transactions to secure an advantageous price or
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yield at the time of entering into the transactions. However, the value of
securities purchased on a when-issued or delayed delivery basis is subject to
market fluctuation and no dividends or interest accrues to the purchaser during
the period before the settlement date. The Fund will not enter into a
when-issued and delayed delivery transaction, if as a result, when-issued and
delayed delivery positions which are not "covered" would exceed one-third of the
value of the Fund's total assets. For this purpose, a position will be "covered"
if the Fund's custodian maintains, in a segregated account for the Fund, cash
and other liquid securities held by the Fund and having a value (determined
daily) equal to or greater than the position.
ILLIQUID SECURITIES - The Fund may invest up to 15% of the value of its
net assets in illiquid securities. Illiquid securities are those securities
which the Fund cannot sell or dispose of in the ordinary course of business
within seven days at approximately the value at which the Fund carries the
securities. These securities include restricted securities and repurchase
agreements maturing in more than seven days. Restricted securities are
securities that may not be sold to the public without an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and
thus, may be sold only in privately negotiated transactions or pursuant to an
exemption from registration. Subject to the adoption of guidelines by the Board
of Trustees of the Trust, certain restricted securities that may be sold to
institutional investors pursuant to Rule 144A under the 1933 Act and non-exempt
commercial paper may be determined to be liquid by the Investment Adviser.
Illiquid securities involve the risk that the securities will not be able to be
sold at the time desired by the Investment Adviser or at prices approximating
the value at which the Fund is carrying the securities.
FORWARD CONTRACTS - The Fund is authorized to enter into forward
foreign currency exchange contracts ("forward contracts"). These contracts
represent agreements to exchange an amount of currency at an agreed upon future
date and rate. The rate can be higher or lower than the spot rate between the
currencies that are the subject of the contract. A forward contract generally
has no deposit requirement, and such transactions do not involve commissions. By
entering into a forward contract for the purchase or sale of the amount of
foreign currency invested in an equity or fixed income security of a foreign
issuer (a "foreign security"), the Fund can hedge against possible variations in
the value of the dollar versus the subject currency either between the date the
foreign security is purchased or sold and the date on which payment is made or
received ("transaction hedging"), or during the time the Fund holds the foreign
security ("position hedging"). Hedging against a decline in the value of a
currency through the use of forward contracts does not eliminate fluctuations in
the prices of securities or prevent losses if the prices of securities decline.
Hedging transactions preclude the opportunity for gain if the value of the
hedged currency should rise. The Fund will not speculate in forward currency
contracts. If the Fund enters into a "position hedging transaction," which is
the sale of forward non-U.S. currency with respect to a security held by it and
denominated in such foreign currency, the Trust's custodian will place cash or
liquid securities in a separate account in an amount equal to the value of the
Fund's total assets committed to the consummation of such forward contract. If
the value of the securities placed in the account declines, additional cash or
securities will be placed in the account so that the value of cash or securities
in the account will equal the amount of the Fund's commitments with respect to
such contracts. Forward contracts will not be used in
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all cases and, in any event, cannot completely protect the Fund against all
changes in the values of foreign securities resulting from fluctuations in
foreign exchange rates.
REPURCHASE AGREEMENTS - The Fund may enter into repurchase agreements
involving the types of securities which are eligible for purchase by the Fund.
However, there is no limitation upon the maturity of the securities underlying
the repurchase agreements. Repurchase Agreements may be utilized by the Fund in
lieu of purchasing money market instruments.
Repurchase agreements, which may be viewed as a type of secured lending
by the Fund, typically involve the acquisition by the Fund of debt securities
issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities (collectively, "U.S. Government Securities") or other
securities from a selling financial institution such as a bank, savings and loan
association or broker-dealer. The agreement provides that the Fund will sell
back to the institution, and that the institution will repurchase, the
underlying security ("collateral") at a specified price and at a fixed time in
the future, usually not more than seven days from the date of purchase. The Fund
will receive interest from the institution until the time when the repurchase is
to occur. Although such date is deemed to be the maturity date of a repurchase
agreement, the maturities of securities subject to repurchase agreements are not
subject to any limits and may exceed one year.
Repurchase agreements involve certain risks not associated with direct
investments in debt securities. Repurchase agreements are agreements under which
the Fund purchases securities from a bank or a securities dealer that agrees to
repurchase the securities from the Fund at a higher price on a designated future
date. If the seller under a repurchase agreement becomes insolvent, the Fund's
right to dispose of the securities may be restricted, or the value of the
securities may decline before the Fund is able to dispose of them. In the event
of the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the securities before the repurchase of the securities under a
repurchase agreement is accomplished, the Fund may encounter delay and incur
costs, including a decline in the value of the securities, before being able to
sell the securities. If the seller defaults, the value of such securities may
decline before the Fund is able to dispose of them. If the Fund enters into a
repurchase agreement that is subject to foreign law and the other party
defaults, the Fund may not enjoy protections comparable to those provided to
certain repurchase agreements under U.S. bankruptcy law, and may suffer delays
and losses in disposing of the collateral as a result.
The Fund has adopted procedures designed to minimize the risks of loss
from repurchase agreement transactions. These procedures include a requirement
that the Investment Adviser effect repurchase transactions only with large, well
capitalized United States financial institutions approved by it as creditworthy
based upon periodic review under guidelines established and monitored by the
Board of Trustees. In addition, the value of the collateral underlying the
repurchase agreement, which will be held by the Trust's custodian on behalf of
the Fund, will always be at least equal to the repurchase price, including any
accrued interest earned on the repurchase agreement. In the event of a default
or bankruptcy by a selling financial institution, the Fund will seek to
liquidate such collateral. However, the exercise of the Fund's right to
liquidate such collateral could involve certain costs or delays and, to the
extent that proceeds
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from any sale upon a default of the obligation to repurchase were less than the
repurchase price, the Fund could suffer a loss.
LENDING PORTFOLIO SECURITIES - The Fund may lend its portfolio
securities to brokers, dealers and financial institutions in an amount not
exceeding 33 1/3% of the value of the Fund's total assets. These loans will be
secured by collateral (consisting of cash, U.S. Government Securities or
irrevocable letters of credit) maintained in an amount equal to at least 100% of
the market value, determined daily, of the loaned securities. The Fund may,
subject to certain notice requirements, at any time call the loan and obtain the
return of the securities loaned. The Fund will be entitled to payments equal to
the interest and dividends on the loaned securities and may receive a premium
for lending the securities. The advantage of such loans is that the Fund
continues to receive the income on the loaned securities while at the same time
earning interest on the cash amounts deposited as collateral, which will be
invested in short-term investments.
A loan may be terminated by the borrower on one business day's notice,
or by the Trust on four business days' notice. If the borrower fails to deliver
the loaned securities within four days after receipt of notice, the Trust could
use the collateral to replace the securities while holding the borrower liable
for any excess of replacement cost exceeding the collateral. As with any
extensions of credit, there are risks of delay in recovery and in some cases
even loss of rights in the collateral should the borrower of the securities fail
financially. In addition, securities lending involves a form of leverage, and
the Fund may incur a loss if securities purchased with the collateral from
securities loans decline in value or if the income earned does not cover the
Funds transactions costs. However, loans of securities will only be made to
firms deemed by the Board of Trustees to be creditworthy (such creditworthiness
will be monitored on an ongoing basis) and when the income which can be earned
from such loans justifies the attendant risks. Upon termination of the loan, the
borrower is required to return the securities. Any gain or loss in the market
price during the loan period would inure to the Fund.
When voting or consent rights which accompany loaned securities pass to
the borrower, the Trust will follow the policy of calling the loaned securities,
to be delivered within one day after notice, to permit the exercise of such
rights if the matters involved would have a material effect on the investment in
such loaned securities. The Fund will pay reasonable finder's, administrative
and custodial fees in connection with loans of securities. The Fund may lend
foreign securities consistent with the foregoing requirements.
DERIVATIVE INVESTMENTS
As discussed in the Prospectus, the Fund may use certain derivative
instruments in connection with its investment activities. These include options
on individual securities, options on securities indices, options on foreign
currency and warrants (collectively, "Derivatives"). The principal Derivatives
transactions in which the Fund may engage are noted and described in the
Prospectus. The discussion below provides additional information regarding the
risks associated with those transactions and other transactions in Derivatives
in which the Fund may engage, as well as the risk of Derivatives generally and
use of options on securities indices.
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DERIVATIVES -- GENERALLY - The Fund may, but is not obligated to,
invest in Derivatives. It may do so for a variety of reasons, including to hedge
certain market risks, to provide a substitute for purchasing or selling
particular securities or to increase potential income gain. Derivatives may
provide a less costly, quicker or more specifically focused way for the Fund to
invest than "traditional" securities and currencies would.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
Fund's portfolio as a whole. Derivatives permit the Fund to increase or decrease
the level of risk, or change the character of the risk, to which its portfolio
is exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities or currencies.
Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in Derivatives could have a
large potential impact on the Fund's performance.
Derivatives may be purchased on established exchanges or
over-the-counter through privately negotiated transactions. Exchange traded
Derivatives generally are guaranteed by the clearing agency which is the issuer
or counterparty to such Derivatives. This guarantee usually is supported by a
daily payment system (i.e., variation margin requirements) operated by the
clearing agency in order to reduce settlement risks. As a result, unless the
clearing agency defaults, there is relatively little counterparty credit risk
associated with Derivatives purchased on an exchange. By contrast, no clearing
agency guarantees over-the-counter Derivatives. Therefore, each party to an
over-the-counter Derivative bears the risk that the counterparty will default.
Accordingly, the Investment Adviser will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it would
review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded Derivatives
since the other party to the transaction may be the only investor with
sufficient understanding of the Derivative to be interested in bidding for it.
OPTIONS ON SECURITIES - As discussed in the Prospectus, the Fund may
purchase call and put options on securities to seek capital appreciation or for
hedging purposes. The Fund may also write and sell covered call and put options
for hedging purposes. A put option gives the purchaser of the option the right
to sell, and obligates the writer to buy, the underlying security at a stated
exercise price at any time prior to the expiration of the option. Similarly, a
call option gives the purchaser of the option the right to buy, and obligates
the writer to sell, the underlying security at a stated exercise price at any
time prior to the expiration of the option.
A call option written by the Fund is "covered" if the Fund owns the
underlying security or holds related securities (i.e., securities whose price
movements correlate to the price movements of the securities underlying the
option) during the term of the option. By writing a covered call option, the
Fund foregoes the opportunity to realize any appreciation in the market price of
the underlying security above the exercise price and incurs the risk of having
to continue to hold a security that it might otherwise have subsequently
determined to sell based on
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investment considerations. A put option written by the Fund is "covered" if the
Fund maintains at all times cash, U.S. Government Securities or other liquid
securities having a value equal to the option exercise price in a segregated
account with the Fund's custodian, or if the Fund has bought and holds a put on
the same security (and on the same amount of securities) where the exercise
price of the put held by the Fund is equal to or greater than the exercise price
of the put written by the Fund. By writing a put option, the Fund is exposed to
the risk, during the term of the option, of a decline in the price of the
underlying security which the Fund would be required to purchase at a higher
price.
After the Fund has written an option, it may close out its position by
purchasing an option on the same security with the same exercise price and
expiration date as the option that it has previously written on the security.
The Fund will realize a profit or loss if the amount paid to purchase an option
is less or more, as the case may be, than the amount received from the sale
thereof. To close out a position as a purchaser of an option, the Fund would
ordinarily make a similar "closing sale transaction," which involves liquidating
the Fund's position by selling the option previously purchased, although the
Fund would be entitled to exercise the option should it deem it advantageous to
do so.
The Fund may also invest in so-called "synthetic" options or other
derivative instruments written by broker-dealers, including options on baskets
of specified securities. Synthetic options transactions involve the use of two
financial instruments that, together, have the economic effect of an options
transaction. The risks of synthetic options are generally similar to the risks
of actual options, with the addition of increased market risk, liquidity risk,
counterparty credit risk, legal risk and operations risk. Other derivative
instruments written by broker-dealers which may be utilized by the Fund include
derivative instruments which are both consistent with the Fund's investment
objective and legally permissible for the Fund. The risks of such derivative
instruments include market risk, liquidity risk, counterparty credit risk, legal
risk and operations risk. Synthetic options transactions and transactions
involving other derivative instruments are deemed to be subject to the Fund's
limitation on the purchase of illiquid securities.
Options transactions may be effected on securities exchanges or in the
over-the-counter market. The Fund's over-the-counter options positions may be of
the American or the European variety. An American style option may be exercised
by the holder at any time after it is purchased until it expires. A European
style option may be exercised only on its expiration date. When options are
purchased over-the-counter, the Fund bears the risk that the counterparty that
wrote the option will be unable or unwilling to perform its obligations under
the option contract. In addition, the Fund may have difficulty closing out its
positions in over-the-counter options, which could result in losses to the Fund.
Options transactions that are effected in the over-the-counter market are
subject to the Fund's limitation on the purchase of illiquid securities.
OPTIONS ON SECURITIES INDICES - The Fund may purchase and may write and
sell call and put options on stock indices (such as the S&P 500 Index) listed on
national securities exchanges or traded in the over-the-counter market for
hedging purposes. A stock index fluctuates with changes in the market values of
the stocks included in the index. The effectiveness of purchasing or writing
stock index options to hedge the Fund's investment positions will depend upon
the
B-13
<PAGE> 41
extent to which price movements of securities held by the Fund correlate
with price movements of the stock index selected. Because the value of an index
option depends upon movements in the level of the index rather than the price of
a particular stock, whether the Fund will realize a gain or loss from the
purchase or writing of options on an index depends upon movements in the level
of stock prices in the stock market generally or, in the case of certain
indexes, in an industry or market segment, rather than movements in the price of
a particular stock. Accordingly, successful use by the Fund of options on stock
indexes will be subject to the Investment Adviser's ability to predict correctly
movements in the direction of the stock market generally or of a particular
industry or market segment. This requires different skills and techniques than
predicting changes in the price of individual stocks.
A put option on an index may be purchased to hedge against a general
decline in the stock market or in a particular market segment or industry. A
call option on an index may be purchased in an attempt to reduce the risk of
missing a general market advance or an increase in the prices of securities
within a particular market segment or industry.
Put and call options on stock indices written by the Fund must be
"covered." A call option on an index written by the Fund will be covered if the
Fund segregates in a separate account with its custodian cash, U.S. Government
Securities or other liquid securities with a value equal to its obligations
under the option. A put option written on an index will be "covered" if the Fund
maintains cash, U.S. Government Securities or other liquid securities with a
value equal to the exercise price of the option in a segregated account with its
custodian or if the Fund has bought and holds a put on the same index (and in
the same amount) where the exercise price of the put held is equal to or greater
than the exercise price of the put written.
The purchase and sale of options on securities indices will be subject
to risks applicable to options transactions generally. In addition, the
distinctive characteristics of options on indices create certain risks that are
not present with securities options. Index prices may be distorted if trading of
certain securities included in the index is interrupted. Trading in index
options also may be interrupted in certain circumstances such as if trading were
halted in a substantial number of securities included in the index or if
dissemination of the current level of an underlying index is interrupted. If
this occurred, the Fund would not be able to close out options which it had
purchased and, if restrictions on exercise were imposed, may be unable to
exercise an option it holds, which could result in losses if the underlying
index moves adversely before trading resumes. However, it is the Fund's policy
to purchase options only on indices which include a sufficient number of
securities so that the likelihood of a trading halt in the index is minimized.
The purchaser of an index option may also be subject to a timing risk.
If an option is exercised by the Fund before final determination of the closing
index value for that day, the risk exists that the level of the underlying index
may subsequently change. If such a change caused the exercised option to fall
out-of-the-money (that is, the exercising of the option would result in a loss,
not a gain), the Fund would be required to pay the difference between the
closing index value and the exercise price of the option (times the applicable
multiplier) to the assigned writer. Although the Fund may be able to minimize
this risk by withholding exercise instructions until just before the daily
cutoff time, it may not be possible to eliminate this risk entirely because the
B-14
<PAGE> 42
exercise cutoff times for index options may be earlier than those fixed for
other types of options and may occur before definitive closing index values are
announced. Alternatively, when the index level is close to the exercise price,
the Fund may sell rather than exercise the option. Although the markets for
certain index option contracts have developed rapidly, the markets for other
index options are not as liquid. The ability to establish and close out
positions on such options will be subject to the development and maintenance of
a liquid secondary market. It is not certain that this market will develop in
all index option contracts. The Fund will not purchase or sell any index option
contract unless and until in the opinion of the Investment Adviser the market
for such options has developed sufficiently that such risk in connection with
such transactions is no greater than such risk in connection with options on
securities.
LIMITATIONS ON OPTIONS ON SECURITIES AND SECURITIES INDICES - The Fund
may invest up to 10% of its total assets, represented by the premium paid, in
the purchase of call and put options on securities and securities indices. The
Fund may write (i.e., sell) covered call and put options on securities and
securities indices to the extent of 10% of the value of its total assets at the
time such options are written.
OPTIONS ON FOREIGN CURRENCIES - The Fund may write and purchase covered
put and call options on foreign currencies in amounts not exceeding 5% of the
value of its total assets. The Fund may engage in these transactions for the
purpose of protecting against declines in the U.S. dollar value of portfolio
securities or in the U.S. dollar of dividends or interest expected to be
received on those securities. These transactions may also be used to protect
against increases in the U.S. dollar cost of securities to be acquired by the
Fund. As with other types of options, however, writing an option on foreign
currency constitutes only a partial hedge, up to the amount of the premium
received, and the Fund could be required to purchase or sell foreign currencies
at disadvantageous exchange rates, thereby incurring losses. Certain options on
foreign currencies are traded on the over-the-counter market and involve
liquidity and credit risks that may not be present in the case of exchange
traded currency options.
INVESTMENT RESTRICTIONS
The Fund has adopted various investment restrictions on its investment
activities. Certain of these are fundamental policies which cannot be changed
without approval by the holders of a majority, as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the Fund's outstanding voting shares.
For the Fund to alter a fundamental policy requires the affirmative vote of the
holders of (a) 67% or more of the shares of the Fund present at a meeting of
shareholders, if the holders of at least 50% of the outstanding shares of the
Fund are present or represented by proxy or (b) more than 50% of the outstanding
shares of the Fund, whichever is less.
Under its fundamental policies, the Fund may not:
1. Invest more than 25% of the value of its total assets in the
securities of issuers in any single industry, provided that there shall be
no limitation on the purchase of U.S. Government securities.
B-15
<PAGE> 43
2. Purchase or sell commodities, except that the Fund may purchase
and sell foreign currency and options on foreign currency and may enter into
forward foreign currency exchange contracts in connection with its
investments in foreign securities.
3. Purchase or sell real estate or interests therein, or purchase
oil, gas or other mineral leases, rights or royalty contracts or development
programs, except that the Fund may invest in the securities of issuers
engaged in the foregoing activities and may invest in securities secured by
real estate or interests therein.
4. Issue senior securities as defined by the 1940 Act or borrow
money, except that the Fund may borrow from banks for temporary
extraordinary or emergency purposes (but not for investment) in an amount up
to 10% of the value of the Fund's total assets (calculated at the time of
the borrowing). The Fund may not make additional investments while it has
any borrowings outstanding. This restriction shall not be deemed to prohibit
the Fund from purchasing or selling securities on a when-issued or
delayed-delivery basis, or entering into repurchase agreements, lending
portfolio securities, selling securities short against-the-box, or writing
covered put and call options on securities, stock indices and foreign
currencies, in each case in accordance with such investment policies as may
be adopted by the Board of Trustees.
5. Underwrite the securities of other issuers, except to the extent
that the Fund may be deemed to be an underwriter in connection with the
disposition of portfolio securities.
6. Make loans of money or securities, except that the Fund may lend
money through the purchase of permitted investments, including repurchase
agreements, and may lend its portfolio securities in an amount not exceeding
33 1/3% of the value of the Fund's total assets.
The Fund has adopted the following additional investment restrictions
which are not fundamental and may be changed by the Board of Trustees. Under
these restrictions, the Fund may not:
1. Make short sales of securities (other than short sales
against-the-box) or purchase securities on margin, but the Fund may make
margin deposits in connection with its permitted investment activities.
2. Invest in the securities of a company for the purpose of
exercising management or control; however, this shall not be deemed to
prohibit the Fund from exercising voting rights with respect to its
portfolio securities.
3. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to secure permitted borrowings and to implement collateral and
similar arrangements incident to permitted investment practices.
4. Purchase securities which are illiquid, including repurchase
agreements maturing in more than seven days, if as a result more than 15% of
the value of the Fund's net assets would be so invested.
B-16
<PAGE> 44
5. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
Except as otherwise may be stated, all percentage limitations on the
Fund's investment practices apply at the time of an investment or a transaction.
A later change in any percentage resulting from a change in value of the
investment or the total value of the Fund's assets will not constitute a
violation of such restriction.
TRUSTEES AND OFFICERS
The Board of Trustees of the Trust has the overall responsibility for
monitoring the operations of the Trust and the Fund and for supervising the
services provided by the Investment Adviser and other organizations. The
officers of the Trust are responsible for managing the day-to-day operations of
the Trust and the Fund.
Set forth below is information with respect to each of the Trustees and
officers of the Trust, including their principal occupations during the past
five years.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S) DURING PAST 5
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST YEARS
----------------------------- --------------------------- --------------------------------------
<S> <C> <C>
John Breyo (52)*................... Trustee President, CEO and Chairman of The
Ayco Company, L.P. (financial planner),
One Wall Street December 1994 to present;
Albany, New York President of Breham, Inc., general
12205-3894 partner, Mercer Allied Company.
L.P. (a broker-dealer), October
1994 to present (and, previously,
was associated with its
predecessor); President of Ayco
Corporation (a registered
investment advisor) previously.
Edwin M. Cooperman (55).............. Trustee Chairman of Tutortime Inc., 1997 to
70 Falmouth Street present; Consultant, Edmarc
Short Hills, New Jersey 07078 Investments, May 1996 to present;
Chairman and Chief Executive Officer,
Travelers Bank Group of Travelers Group
(formerly Primerica Corporation), 1994
to April 1996; Executive Vice
President, Travelers Group, 1991 to April
1996; Chairman and Chief Executive
Officer, Primerica Financial Services
Group, 1991 to 1994.
Lewis M. Eisenberg (56)*............. Co-Chairman of the Board Co-Chairman of private investment
126 East 56th Street of Trustees adviser; Managing Member of Granum
25th Floor Capital Management, L.L.C. since
New York, New York 10022 January 27, 1997 and of Granum
Securities, L.L.C. since March 7,
1997.
Walter F. Harrison, III (55)*........ Co-Chairman of the Board of Co-Chairman of private investment adviser;
126 East 56th Street Trustees Managing Member of Granum Capital
25th Floor Management, L.L.C. since January 27, 1997
New York, New York 10022 and of Granum Securities, L.L.C. since
March 7, 1997.
Burnell R. Roberts (71) ............. Trustee Partner, American Industrial
Kettering Tower Partners, 1993 to present; Chairman
Suite 2340 of Sweetheart Holding Inc. and
Dayton, Ohio 45423 Sweetheart Cup Company Inc.,
September 1993 to present; Director of
</TABLE>
B-17
<PAGE> 45
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S) DURING PAST 5
NAME, AGE AND ADDRESS POSITION(S) HELD WITH TRUST YEARS
----------------------------- --------------------------- --------------------------------------
<S> <C> <C>
Mead Corporation, October 1981 to May
1993; Chairman of the Board of Directors
and Chief Executive Officer of Mead
Corporation, April 1982 to May 1992.
Thaddeus Seymour (70)........ Trustee Professor of English, Rollins
Rollins College College, Winter Park, Florida, 1991
Winter Park, Florida 32789 to present; President of Rollins
College, 1978 to 1991.
Richard A. Zimmer (53)....... Trustee Of counsel with Dechert Price &
199 Nassau Street Rhoads, February 1997 until
Princeton, New Jersey 08540 present; Member of Congress, from
the 12th District of New Jersey,
1991 to 1997.
Peter Heerwagen (53)......... Vice President Senior Vice President and Chief
One Wall Street Investment Officer of The Ayco
Albany, New York 12205-3894 Company, L.P. (financial planner),
December 1994 to present; a
registered representative of Mercer
Allied Company, L.P. (a
broker-dealer), October 1994 to
present (and, previously, was
associated with its predecessor).
Senior Vice President and Chief
Investment Officer of Ayco
Corporation (a registered
investment adviser) previously.
Paul A. Matten (36).......... Vice President Vice President of private
126 East 56th Street investment adviser since January
25th Floor 1996; Vice President of Granum
New York, New York 10022 Capital Management, L.L.C. since
January 27, 1996. Received M.A.
from Harvard University in 1995;
Financial analyst with private
investment adviser from 1992 to
1995; Received M.B.A. and J.D. from
Harvard University in 1991.
Jonas B. Siegel (55)......... Vice President, Managing Director and Chief
126 East 56th Street Treasurer and Chief Administrative Officer of private
25th Floor Financial Officer investment adviser, January 1994 to
New York, New York 10022 present; Managing Director of
Granum Capital Management, L.L.C.
since January 27, 1996 and
President of Granum Securities,
L.L.C. since March 7, 1997; Vice
President of Goldman,
Peter R. Martin (41)......... Vice President and Senior Vice President and General
One Wall Street Secretary Counsel of The Ayco Company, L.P.
Albany, New York 12205-3894 (financial planner), December 1994
to present; Vice President and
Secretary of Breham, Inc., the
general partner of Mercer Allied
Company (a broker-dealer), October
1994 to present (and previously
Vice-President and Secretary of its
predecessor); General Counsel of
Ayco Corporation (a registered
investment adviser) previously.
Dana Armour (30)............. Assistant Secretary Trust Officer, Mutual Fund
615 E. Michigan Street Services, LLC, June 1992 to present.
Milwaukee, Wisconsin 53202
</TABLE>
B-18
<PAGE> 46
- ----------
* Messrs. Breyo, Eisenberg and Harrison are Trustees who are "interested
persons" (as defined by the 1940 Act) of the Trust by virtue of their
affiliations with the Investment Adviser or the Distributors.
Trustees who are not officers or employees of the Investment Adviser, a
Distributor or their affiliated companies, are each paid an annual retainer of
$6,000 and receive an attendance fee of $1,000 for each meeting of the Board of
Trustees they attend. Officers of the Trust, all of whom are members, officers
or employees of the Investment Adviser, a Distributor, the Administrator or
their affiliates, receive no compensation from the Trust.
Trustee compensation from the Trust for the 1998 fiscal year is set
forth below. (Messrs. McCord and Sinai resigned as Trustees during the 1998
fiscal year and no longer serve as Trustees.)
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT BENEFITS ESTIMATED TOTAL COMPENSATION
NAME OF PERSON, COMPENSATION ACCRUED AS PART OF BENEFITS UPON FROM TRUST PAID TO
POSITION FROM FUND FUND EXPENSES RETIREMENT TRUSTEES
-------------------------- --------------------------------------------------------------
<S> <C> <C> <C> <C>
John Breyo,............... $ 0 $ 0 $ 0 $ 0
Trustee
Edwin M. Cooperman,,...... $ 7,500 $ 0 $ 0 $ 7,500
Trustee
Lewis M. Eisenberg,....... $ 0 $ 0 $ 0 $ 0
Co-Chairman of the Board of
Trustees
Walter Harrison,.......... $ 0 $ 0 $ 0 $ 0
Co-Chairman of the Board of
Trustees
Herbert W. McCord,........ $ 2,500 $ 2,500
Trustee
Burnell R. Roberts,....... $ 9,000 $ 0 $ 0 $ 9,000
Trustee
Thaddeus Seymour,......... $ 7,500 $ 0 $ 0 $ 7,500
Trustee
$ 2,500
Alan Sinai, .............. $ 2,500
Trustee
Richard A. Zimmer,........ $ 10,000 $ 0 $ 0 $10,000
Trustee
</TABLE>
INVESTMENT ADVISORY AGREEMENT
The following information supplements and should be read in conjunction
with the sections in the Fund's Prospectus entitled "MANAGEMENT OF THE FUND --
Investment Adviser."
B-19
<PAGE> 47
The Investment Adviser is a Delaware limited liability company with
offices at 126 East 56th Street, Twenty-fifth floor, New York, New York 10022.
It is controlled by its managing members, Messrs. Eisenberg and Harrison.
The Investment Adviser provides investment advisory services to the
Fund pursuant to an Investment Advisory Agreement (the "Advisory Agreement"),
dated March 13, 1997, with the Trust. The Advisory Agreement was approved by the
Trust's Board of Trustees, including a majority of the Trustees who are not
"interested persons" (as defined by the 1940 Act) of the Trust at a meeting held
on March 13, 1997, and was approved on March 13, 1997 by the vote of the sole
shareholder of the Trust on such date. The Advisory Agreement is terminable
without penalty, on 60 days' notice, by the Trust's Board or by vote of the
holders of a majority of the Fund's shares, or, on not less than 90 days'
notice, by the Investment Adviser. The Advisory Agreement has an initial term
expiring on February 28, 1999, and may be continued in effect from year to year
thereafter subject to the approval thereof by (i) the Trust's Board or (ii) vote
of a majority (as defined by the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance must also be approved
by a majority of the Trustees who are not "interested persons" (as defined by
the 1940 Act) of the Trust or the Investment Adviser, by vote cast in person at
a meeting called for the purpose of voting on such approval. The continuance of
the Advisory Agreement for an additional term expiring February 28, 2000 was
approved by the Trust's Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined by the 1940 Act) of the Trust or
the Investment Adviser at a meeting held in person on December 7, 1998. The
Advisory Agreement provides that it will terminate automatically in the event of
its "assignment" (as defined by the 1940 Act and the rules thereunder).
The Investment Adviser manages the Fund's investments in accordance
with the stated policies of the Fund, subject to the supervision of the Trust's
Board. The Investment Adviser is responsible for all investment decisions for
the Fund and for placing orders for the purchase and sale of investments for the
Fund's portfolio. The Investment Adviser also provides such additional
administrative services as the Trust or the Fund may require beyond those
furnished by the Administrator and furnishes, at its own expense, such office
space, facilities, equipment, clerical help, and other personnel and services as
may reasonably be necessary in connection with the operations of the Trust and
the Fund. In addition, the Investment Adviser pays the salaries of officers of
the Trust and any fees and expenses of Trustees of the Trust who are also
officers, directors or employees of the Investment Adviser or who are officers
or employees of any company affiliated with the Investment Adviser and bears the
cost of telephone service, heat, light, power and other utilities associated
with the services it provides.
In consideration of the services provided by the Investment Adviser,
the Fund pays the Investment Adviser monthly compensation computed daily at the
annual rate of 1.25% of the Fund's net assets (the "Basic Fee"), which rate is
adjusted monthly, as described below (the "Monthly Performance Adjustment"),
depending on the investment performance of the Fund relative to the investment
performance of the Standard & Poor's Composite Index of 500 Stocks (the "S&P 500
Index"). The Basic Fee as so adjusted is the "Total Advisory Fee."
B-20
<PAGE> 48
The Total Advisory Fee applicable each calendar month is determined by:
(1) adding (a) 1/12th of the Basic Fee plus (b) 1/12th of the Monthly
Performance Adjustment (as specified below); (2) multiplying the result thereof
by the net assets of the Fund; and (3) dividing the amount so determined by the
number of days in the month. The Monthly Performance Adjustment for each month
is a percentage rate determined by: (a) subtracting from the cumulative
percentage performance of the Fund (net of all expenses, including the fees
payable pursuant to this Agreement) over the 12 calendar months preceding, the
percentage change in the S&P 500 Index over the same period (including the value
of dividends paid during the measurement period on stocks included in the S&P
500 Index); and (b) multiplying the result by 0.15; provided, however, that the
maximum Monthly Performance Adjustment will not exceed +.75% or -.75%. During
the period May 1, 1997 (commencement of operations) to October 31, 1997, the
Fund accrued fees of $268,528 payable to the Investment Advisor pursuant to the
Advisory Agreement. During the fiscal year ended October 31, 1998, the Fund
accrued fees of $812,828 payable to the Investment Adviser pursuant to the
Advisory Agreement. A table illustrating how the Total Advisory Fee will vary
depending upon the investment performance of the Fund relative to the S&P 500
Index is contained in the Prospectus.
The Basic Fee, and the Total Advisory Fee that may be payable by the
Fund as a result of the Monthly Performance Adjustment, are each higher than the
fees paid by most other mutual funds with investment objectives similar to the
investment objective of the Fund.
DISTRIBUTORS
Shares of the Fund are distributed on a continuous basis at their
current net asset value per share, without imposition of any front-end or
contingent deferred sales charge, by Mercer Allied Company ("Mercer Allied") and
Granum Securities, L.L.C. ("Granum Securities"), which serve as co-distributors,
and by selected securities dealers.
Mercer Allied and Granum Securities provide these services to the Fund
pursuant to Distribution Agreements dated as of March 13, 1997 and November 5,
1997, respectively, with the Trust (the "Distribution Agreements"). The
Distribution Agreements were approved by the Board of Trustees, including a
majority of the Trustees who are not parties to the Distribution Agreement or
"interested persons" (as defined by the 1940 Act) of the Investment Adviser or
the Distributors at a meeting held in person on March 13, 1997. The Distribution
Agreements are terminable without penalty, on 60 days' notice, by the Trust's
Board or by vote of the holders of a majority of the Fund's shares, or, on not
less than 90 days' notice, by the Distributors. The Distribution Agreement with
Mercer Allied has an initial term expiring on March 13, 1999. The Distribution
Agreement with Granum Securities has an initial term expiring on November 5,
1999. Each Distribution Agreement may be continued in effect from year-to-year
after its initial term, subject to the approval by (i) the Trust's Board or (ii)
vote of the holders of a majority of the Fund's outstanding shares, provided
that in either event the continuance must also be approved by a majority of the
Trustees who are not "interested persons" (as defined by the 1940 Act) of the
Investment Adviser or the Distributors, by vote cast in person at a meeting
called for the purpose of voting on such approval. The continuance of the
Distribution Agreements for terms expiring March 13, 2000 was approved by the
Trust's Board of Directors, including a
B-21
<PAGE> 49
majority of the Trustees who are not "interested persons" (as defined
by the 1940 Act) of the Investment Adviser or the Distributors, at a meeting
held in person on December 7, 1998. Each Distribution Agreement provides that it
will terminate automatically in the event of its "assignment" (as defined by the
1940 Act and the rules thereunder).
Under the terms of the Distribution Agreements, the Distributors bear
all of the costs associated with distribution of the shares of the Fund,
including the incremental cost of printing prospectuses, statements of
additional information, annual reports and other periodic reports for
distribution to prospective investors and the costs of preparing, distributing
and publishing sales literature and advertising materials. However, pursuant to
a distribution plan adopted by the Trust, the Fund makes certain payments to
each Distributor for services it provides. See "DISTRIBUTION PLAN." In each
Distribution Agreement, the Trust has agreed to indemnify the respective
Distributor to the extent permitted by applicable law against certain
liabilities under the Securities Act of 1933, as amended.
Mercer Allied is a Delaware limited partnership that is wholly owned by
The Ayco Company, L.P. and the principals of that firm. Mercer Allied's address
is One Wall Street, Albany, New York 12205. Granum Securities is an affiliate
of, and is under common control with, the Investment Adviser. Granum Securities
is a Delaware limited liability company with offices at 126 East 56th Street,
Twenty-fifth floor, New York, New York 10022.
Compensation paid to the Distributors during the fiscal year ended
October 31, 1998 is set forth below:
<TABLE>
<CAPTION>
NAME OF NET UNDERWRITING COMPENSATION ON
PRINCIPAL DISCOUNTS AND REDEMPTION AND BROKERAGE OTHER
UNDERWRITER(S) COMMISSIONS REPURCHASES COMMISSIONS COMPENSATION*
-------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Mercer Allied........ $ 0 $ 0 $ 0 $795,375
Granum Securities.... $ 0 $ 0 $ 0 $45,457
</TABLE>
- ----------
* Total distribution and shareholder servicing fees.
DISTRIBUTION PLAN
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "DISTRIBUTION PLAN."
The Trust has adopted a plan of distribution on behalf of the Fund
pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plan"). The
Distribution Plan was approved by the Board of Trustees, including a majority of
the Trustees who are not "interested persons" (as defined by the 1940 Act) of
the Trust and who have no direct or indirect financial interest in the operation
of the Distribution Plan or in any agreement related to the Plan ("Qualified
Trustees"), at a meeting held in person on March 13, 1997. The Distribution Plan
provides that it will continue in effect for a period of one year from the date
of its execution, and may be continued in effect from year to year thereafter,
provided that each such continuance is approved annually by a vote of both a
majority of the Trustees and a majority of the Qualified Trustees. The
continuance of the
B-22
<PAGE> 50
Distribution Plan was approved by the Trust's Board of Directors, including a
majority of the Qualified Trustees, at a meeting held in person on December 7,
1998. The Distribution Plan requires that the Trust shall provide to the Board
of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended (and the purposes therefor) under the
Distribution Plan. The Distribution Plan further provides that the selection and
nomination of Qualified Trustees shall be committed to the discretion of those
Trustees, who are not "interested persons" (as defined by the 1940 Act) of the
Distributors, then in office. The Distribution Plan may be terminated at any
time by a vote of a majority of the Qualified Trustees or by vote of a majority
of the outstanding voting shares of the Fund (as defined by the 1940 Act). The
Distribution Plan may not be amended to increase materially the amount of
permitted expenses thereunder without the approval of shareholders and may not
be materially amended in any case without a vote of the majority of both the
Trustees and the Qualified Trustees. The Fund will preserve copies of any plan,
agreement or report made pursuant to the Distribution Plan for a period of not
less than six years from the date of the Distribution Plan, and for the first
two years such copies will be preserved in an easily accessible place.
Under the Distribution Plan, the Fund compensates each Distributor for
the services it provides in connection with the sale of the Fund's shares to
investors ("Distribution Services") and for furnishing or arranging for
securities dealers to provide account related services to shareholders
("Shareholder Services"). Shareholder Services provided by the Distributors and
securities dealers include responding to shareholder inquiries regarding the
Fund and their accounts with the Fund, and providing shareholders with reports,
information and services related to their Fund accounts.
In consideration of the services provided by the Distributors, the
Trust has agreed on behalf of the Fund to pay a monthly fee to each Distributor
for Distribution Services and a monthly fee to each Distributor for Shareholder
Services, which fees are computed at the annual rates of 0.50% of the average
net assets of the Fund and 0.25% of the average net assets of the Fund,
respectively, attributable to shares held by persons who have purchased shares
through such Distributor or through broker-dealers that have entered into
selling agreements with such Distributor.
Since payments made pursuant to the Distribution Plan are not directly
tied to actual expenses, the amount of payments by the Fund during any year may
be more or less than actual expenses incurred by each Distributor in providing
Distribution Services and Shareholder Services. For this reason, this type of
distribution fee arrangement is characterized by the staff of the Securities and
Exchange Commission as being of the "compensation variety" (in contrast to
"reimbursement" arrangements under which payments by a fund are made only to
reimburse specific expenses). However, the Fund is not liable for any
distribution related expenses incurred by a Distributor in excess of the amounts
paid pursuant the Distribution Plan.
During the period May 1, 1997 (commencement of operations) to October
31, 1997, the Fund accrued fees payable to the Distributors of $152,278 and
during the fiscal year ended October 31, 1998, the Fund accrued fees payable to
the Distributors of $840,832 pursuant to the Distribution Plan. Such amounts
were accrued as compensation for Distribution Services and
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<PAGE> 51
Shareholder Services. No payments pursuant to the Distribution Plan were made by
the Fund for advertising, printing or mailing prospectuses, compensation to
dealers or sales personnel, or interest or other carrying or finance charges.
Each of the Trustees and officers of the Trust who is an officer of one of the
Distributors, an owner of the securities of or other interest in one of the
Distributors or of a controlling person of one of the Distributors, may be
deemed to have a direct or indirect interest in the operation of the
Distribution Plan.
The Distribution Plan was adopted by the Board of Trustees to foster
the distribution of shares of the Fund. The Trustees believe that promoting the
sale of shares to investors will benefit the Fund and its shareholders by
helping to assure growth of the Fund's assets to a level which will enable
realization of certain operating economies and enhance the ability of the
Investment Adviser to pursue effectively the Fund's investment program.
HOW TO REDEEM SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "HOW TO REDEEM SHARES."
WIRE REDEMPTION PRIVILEGE - By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Transfer Agent to be genuine. Ordinarily, the
Trust will initiate payment for shares redeemed pursuant to this Privilege on
the next business day after receipt by the Transfer Agent of the redemption
request in proper form. Redemption proceeds ($1,000 minimum) will be transferred
by Federal Reserve wire only to the commercial bank account specified by the
investor on the Account Application or Distribution Services Form, or to a
correspondent bank if the investor's bank is not a member of the Federal Reserve
System. Fees ordinarily are imposed by such bank and usually are borne by the
investor. Immediate notification by the correspondent bank to the investor's
bank may be necessary to avoid a delay in crediting the Fund to the investor's
bank account.
To change the commercial bank, or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent. This
request must be signed by each shareholder, with each signature guaranteed as
described in the Prospectus under "HOW TO REDEEM SHARES -- Written Redemption
Requests."
SUSPENSION OF REDEMPTIONS - The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange, Inc. (the "NYSE") is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission such that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c) for
such other periods as the Securities and Exchange Commission by order may permit
to protect the Fund's shareholders.
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<PAGE> 52
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the sections in the Fund's Prospectus entitled "HOW TO BUY SHARES" and "HOW
TO REDEEM SHARES."
Net asset value is determined as of the close of trading on the NYSE
(generally 4:00 p.m. Eastern time) each day the NYSE is open, except that no
computation need be made on a day on which no orders to purchase or redeem
shares have been received. The NYSE currently observes the following holidays:
New Year's Day; Martin Luther King, Jr. Day (third Monday in January);
Presidents' Day (third Monday in February); Good Friday (Friday before Easter);
Memorial Day (last Monday in May); Independence Day; Labor Day (first Monday in
September); Thanksgiving Day (last Thursday in November); and Christmas Day.
Net asset value per share is computed by dividing the value of the
Fund's net assets (i.e., the value of its assets less its liabilities) by the
total number of Fund shares outstanding. In computing net asset value,
securities are valued at market value as of the close of trading on each
business day when the NYSE is open. Securities, other than stock options, listed
on the NYSE or other exchanges are valued on the basis of the last reported sale
price on the exchange on which they are primarily traded. However, if the last
sale price on the NYSE is different than the last sale price on any other
exchange, the NYSE price will be used. If there are no sales on that day, then
the securities are valued at the bid price on the NYSE or other primary exchange
for that day. Securities traded in the over-the-counter market are valued on the
basis of the last sales price as reported by NASDAQ. If there are no sales on
that day, then the securities are valued at the mean between the closing bid and
asked prices as reported by NASDAQ. Stock options traded on national securities
exchanges are valued at the last sales price or, if no sales are reported, at
the bid price as of the close of the exchange. Securities for which market
quotations are not readily available and other assets are valued at fair value
as determined pursuant to procedures adopted in good faith by the Board of
Trustees. Debt securities which mature in less than 60 days are valued at
amortized cost (unless the Board of Trustees determines that this method does
not represent fair value), if their original maturity was 60 days or less or by
amortizing the value as of the 61st day prior to maturity, if their original
term to maturity exceeded 60 days. A pricing service may be utilized to
determine the fair value of securities held by the Fund. Any such service might
value the investments based on methods which include consideration of: yields or
prices of securities of comparable quality, coupon, maturity and type;
indications as to values from dealers; and general market conditions. The
service may also employ electronic data processing techniques, a matrix system
or both to determine valuation. The Board of Trustees will review and monitor
the methods used by such services to assure itself that securities are valued at
their fair values.
The values of securities held by the Fund and other assets used in
computing net asset value are determined as of the time trading in such
securities is completed each day, which, in the case of foreign securities,
generally occurs at various times prior to the close of the NYSE. Trading in
securities listed on foreign securities exchanges will be valued at the last
sale or, if no sales are reported, at the bid price as of the close of the
exchange. Foreign currency exchange
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<PAGE> 53
rates are also generally determined prior to the close of the NYSE. On occasion,
the values of such securities and exchange rates may be affected by events
occurring between the time as of which determinations of such values or exchange
rates are made and the close of the NYSE. When such events materially affect the
value of securities held by the Fund or their liabilities, such securities and
liabilities will be valued at fair value in accordance with procedures adopted
in good faith by the Board of Trustees. The values of any assets and liabilities
initially expressed in foreign currencies will be converted to U.S. dollars
based on exchange rates determined at the time of the close of the London Stock
Exchange.
The following table shows the calculation of the net asset value per
share (offering price) of the Fund as of October 31, 1998:
(A) (B) (C)
NET ASSETS SHARES OUTSTANDING OFFERING PRICE (A) / (B)
---------- ------------------ ------------------------
$118,655,908 5,409,776 $21.93
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "DIVIDENDS, DISTRIBUTIONS AND
TAXES." In addition, the following is only a summary of certain tax
considerations that generally affect the Fund and its shareholders. No attempt
is made to present a detailed explanation of the tax treatment of the Fund or
its shareholders, and the discussion here and in the Prospectus are not intended
as substitutes for careful tax planning.
It is the policy of the Trust each fiscal year to distribute
substantially all of the Fund's net investment income (i.e., the income that it
earns from dividends and interest on its investments, and any short-term capital
gains, net of Fund expenses) and net realized capital gains, if any, to its
shareholders. Unless requested otherwise by a shareholder, dividends and other
distributions will be automatically reinvested in additional shares of the Fund
at the net asset value per share in effect on the day after the record date.
The Fund intends to qualify as a regulated investment company under the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). If so
qualified, the Fund will not be subject to federal income tax on that part of
its net investment income and net realized capital gains which it distributed to
its shareholders. Certain federal income and excise taxes would be imposed on
the Fund if it fails to make certain required distributions of its income to
shareholders. The Fund intends, however, to make distributions in a manner which
will avoid the imposition of any such taxes. If, however, for any taxable year
the Fund fails to qualify as a "regulated investment company," it would be
subject to federal corporate income tax on its taxable income. To qualify for
such tax treatment, the Fund must generally, in addition to making the required
distributions, among other things, (a) derive at least 90% of its gross income
from dividends, interest (including payments received with respect to loans of
stock and securities) and gains from the sale or other disposition of stock or
securities and certain related income; and (b) diversify its holdings so that at
the end of each fiscal quarter (i) 50% of the
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<PAGE> 54
market value of the Fund's assets is represented by cash, U.S. Government
securities and other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the Fund's assets or 10% of the voting securities
of the issuer, and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than U.S. Government securities).
These requirements may limit the ability of the Fund to engage in certain
transactions involving options.
Shareholders that are subject to federal income taxation will have to
pay any applicable federal income taxes on the dividends and distributions they
receive from the Fund, whether paid in cash or reinvested in additional shares
of the Fund. Dividends and distributions will also be subject to applicable
state and local taxes. Dividends derived from net investment income or net
realized short-term capital gains and all or a portion of any gains realized
from the sale or other disposition of certain market discount bonds will be
taxable to shareholders as ordinary income for federal income tax purposes.
Distributions from net realized long-term capital gains will be taxable to
shareholders as long-term capital gains for federal income tax purposes,
regardless of how long shareholders have held their shares of the Fund. The Code
provides that the net capital gain of an individual generally will not be
subject to federal income tax at a rate in excess of 20%. Each year,
shareholders of the Fund will be sent full information on dividends and capital
gains distributions for tax purposes, including information as to the portion
taxable as ordinary income, the portion taxable as mid-term and long-term
capital gains and the amount of dividends eligible for the dividends received
deduction available for corporations.
Redemptions of shares of the Fund will result in the recognition of any
gain or loss for federal income tax purposes.
Depending upon the composition of the Fund's income, the entire amount
or a portion of the dividends paid by the Fund from net investment income may
qualify for the dividends received deduction allowable to qualifying U.S.
corporate shareholders (the "dividends received deduction"). In general,
dividend income of the Fund distributed to qualifying corporate shareholders
will be eligible for the dividends received deduction only to the extent that
the Fund's income consists of dividends paid by U.S. corporations. However,
Section 246(c) of the Code provides that if a qualifying corporate shareholder
has disposed of Fund shares not held for 46 days or more and has received a
dividend from net investment income with respect to such shares, the portion
designated by the Fund as qualifying for the dividends received deduction will
not be eligible for such shareholder's dividends received deduction. In
addition, the Code provides other limitations with respect to the ability of a
qualifying corporate shareholder to claim the dividends received deduction in
connection with holding Fund shares.
It should be noted that both dividends and capital gains distributions
received by an investor have the effect of reducing the net asset value of the
shares by the exact amount of the dividend or capital gains distribution. If the
net asset value of the shares should be reduced below a shareholder's cost as a
result of the distribution of realized long-term capital gains, such
distribution would be at least a partial return of capital but nonetheless
taxable at capital gains rates. Therefore, an investor should consider the tax
consequences of purchasing shares immediately prior to a distribution record
date.
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<PAGE> 55
Dividends and interest received by the Fund on foreign investments may
give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes.
Dividends received from net investment income, together with
distributions from net realized short-term gain and all or a portion of any
gains realized from the sale or other disposition of certain market discount
bonds, paid by the Fund to a foreign investor generally are subject to U.S.
nonresident withholding tax at the rate of 30%, unless the foreign investor
claims the benefit of a lower rate specified in a treaty. Distributions from net
realized long-term gains paid by the Fund to a foreign investor as well as
proceeds of any redemption from a foreign investor's account may be subject to
backup withholding, as described below, unless the foreign investor certifies
his non-U.S. residency status.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized long-term gains and the proceeds of any redemption paid to a
shareholder if such shareholder fails to certify either that the Taxpayer
Identification Number ("TIN") furnished to the Fund is correct or that such
shareholder has not received notice from the Internal Revenue Service (the
"IRS") of being subject to backup withholding. Furthermore the IRS may notify
the Fund to institute backup withholding if the IRS determines a shareholder's
TIN is incorrect or if a shareholder has failed to properly report taxable
dividends or interest on a federal tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the record
owner of the account, and may be claimed as a credit on the record owner's
federal income tax return.
The foregoing discussion regarding Federal taxation is for general
information only. It is based on tax laws and regulations as in effect on the
date of this Prospectus, and is subject to change by legislative or
administrative action. Prospective shareholders should consult their own tax
advisers concerning the federal, state, local and foreign tax consequences of an
investment in the Fund.
Ordinarily, gains and losses realized by the Fund from portfolio
transactions will be treated as capital gains and losses. However, a portion of
the gain or loss realized from the disposition of foreign currencies (including
foreign currency denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain forward contracts and
options) may be treated as ordinary income or loss under Section 988 of the
Code. In addition, all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds will be treated as ordinary income
under Section 1276 of the Code. Finally, all or a portion of the gain realized
from engaging in "conversion transactions" may be treated as ordinary income
under Section 1258 of the Code. "Conversion transactions" are defined to include
certain forward, futures, option and straddle transactions, transactions
marketed or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
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Under Section 1256 of the Code, any gain or loss realized by the Fund
from certain forward contracts and options transactions will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss. Gain or
loss will arise upon exercise or lapse of such contracts and options as well as
from closing transactions. In addition, any such contracts or options remaining
unexercised at the end of the Fund's taxable year will be treated as sold for
their then fair market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by a Fund involving certain foreign currency
forward contracts or options may constitute "straddles." "Straddles" are defined
to include "offsetting positions" in actively traded personal property. The tax
treatment of "straddles" is governed by Sections 1092 of the Code, which, in
certain circumstances, overrides or modifies the provisions of Sections 1256 and
988 of the Code. As such, all or a portion of any short or long-term capital
gain from certain "straddle" transactions may be recharacterized as ordinary
income.
If the Fund were treated as entering into "straddles" by reason of its
engaging in certain forward contracts or options transactions, such "straddles"
would be characterized as "mixed straddles" if the forward contracts or options
transactions comprising a part of such "straddles" were governed by Section 1256
of the Code. The Fund may make one or more elections with respect to "mixed
straddles." Depending on which election is made, if any, the results to the Fund
may differ. If no election is made, to the extent the "straddle" and conversion
transaction rules apply to positions established by the Fund, losses realized by
the Fund will be deferred to the extent of unrealized gain in the offsetting
position. Moreover, as a result of the "Straddle" and conversion transaction
rules, short-term capital loss on "straddle" positions may be recharacterized as
long-term capital loss, long-term capital gains from such positions may be
treated as short-term capital gains, and any capital gains from such positions
may be treated as ordinary income.
In the event there are short sales of an appreciated financial
position, which constitute constructive sales under Section 308 of the Code, the
Fund must recognize gain as if the position were sold, assigned, or otherwise
terminated at its fair market value as of the date of the short sale and
immediately repurchased. Appropriate adjustments would be made in the amount of
any gain or loss subsequently realized on that position to reflect the gain
recognized on the short sale. The Fund's holding period in the position would
begin as if the Fund had first acquired the position on the date of the short
sale.
Under present Delaware law, the Trust is not subject to any state
income taxation during any fiscal year in which the Fund qualifies as a
regulated investment company. However, the Trust might be subject to Delaware
income taxes for any taxable year in which the Fund did not so qualify. Further,
the Trust may be subject to tax in certain states where it does business. In
those states which have income tax laws, the tax treatment of the Trust and its
shareholders in respect to distributions may differ from federal tax treatment.
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PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision of the Board of Trustees, the
Investment Adviser is responsible for decisions to buy and sell securities for
the Fund, the selection of brokers and dealers to effect the transactions, and
the negotiation of brokerage commissions, if any. Purchases and sales of
securities on a stock exchange are effected through brokers who charge a
commission for their services. In the over-the-counter market, securities are
generally traded on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of the security usually
includes a profit to the dealer. In underwritten offerings, securities are
purchased at a fixed price which includes an amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
Certain money market instruments may be purchased directly from an issuer, in
which case no commission or discounts are paid. The Fund anticipates that its
transactions involving foreign securities will be effected primarily on
principal stock exchanges for such securities. Fixed commissions on such
transactions are generally higher than negotiated commissions on domestic
transactions. There is also generally less government supervision and regulation
of foreign stock exchanges and brokers than in the United States.
Affiliates of the Investment Adviser currently serve as investment
adviser to a number of clients, including private investment companies, and the
Investment Adviser may in the future act as investment adviser to other
registered investment companies. It is the practice of the Investment Adviser to
cause purchase and sale transactions to be allocated among the Fund and others
whose assets are managed by the Investment Adviser or its affiliates in such
manner as it deems equitable. In making such allocations, the main factors
considered are the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability of
cash for investment, the size of investment commitments generally held and the
opinions of the persons responsible for managing the Fund and the other client
accounts. This procedure may, under certain circumstances, have an adverse
effect on the Fund.
The policy of the Trust regarding purchases and sales of securities for
the Fund is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this
policy, when securities transactions are effected on a stock exchange, the
Trust's policy is to pay commissions which are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Board of Trustees believes that a requirement always to
seek the lowest commission cost could impede effective management and preclude
the Investment Adviser from obtaining high quality brokerage and research
services. In seeking to determine the reasonableness of brokerage commissions
paid in any transaction, the Investment Adviser relies on its experience and
knowledge regarding commissions generally charged by various brokers and on its
judgment in evaluating the brokerage and research services received from the
broker effecting the transaction. Such determinations are necessarily subjective
and imprecise, as in most cases an exact dollar value for those services is not
ascertainable.
In seeking to implement the Trust's policies, the Investment Adviser
effects transactions with those brokers and dealers who it believes provide the
most favorable prices and which are
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capable of providing efficient executions. If the Investment Adviser believes
such price and execution are obtainable from more than one broker or dealer, it
may give consideration to placing portfolio transactions with those brokers and
dealers who also furnish research and other services to the Trust or the
Investment Adviser. Such services may include, but are not limited to, any one
or more of the following: information as to the availability of securities for
purchase or sale; statistical or factual information or opinions pertaining to
investments; wire services; and appraisals or evaluations of portfolio
securities. The information and services received by the Investment Adviser from
brokers and dealers may be of benefit in the management of accounts of other
clients and may not in all cases benefit the Trust directly. While such services
are useful and important in supplementing its own research and facilities, the
Investment Adviser believes the value of such services is not determinable and
does not significantly reduce its expenses.
Portfolio transactions may be effected through qualified broker-dealers
who recommend the Fund to their clients, or who act as agent in the purchase of
the Fund's shares for their clients. When a number of brokers and dealers can
provide comparable best price and execution on a particular transaction, the
Fund's adviser may consider the sale of Fund shares by a broker or dealer in
selecting among qualified broker-dealers.
During the period May 1, 1997 (commencement of operations) to October
31, 1997, the Fund paid aggregate brokerage commissions of $114,374. During the
fiscal year ended October 31, 1998, the Fund paid aggregate brokerage
commissions of $96,463.
PERFORMANCE INFORMATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "FUND PERFORMANCE
INFORMATION."
GENERALLY - As discussed in the Prospectus, from time to time the Trust
may disseminate quotations of total return and other performance related and
comparative information.
From time to time, the performance of the Fund or of individual
accounts or mutual funds managed by the Investment Adviser may be compared to
the performance of other mutual funds following similar objectives, to a
database including the performance of individually managed portfolios maintained
by the Investment Adviser or to recognized market indices. Comparative
performance information may be used from time to time in advertising or
marketing the Fund's shares, including data from Lipper Analytical Services,
Inc., the S&P 500 Index, the Wilshire 5000 Index, the Dow Jones Industrial
Average, Money Magazine, Morningstar, Inc. and other industry publications. The
Fund's return may also be compared to the cost of living (measured by the
Consumer Price Index) or the return of various categories of investments (as
measured by Ibbotson Associates or others) over the same period. In addition to
performance rankings, the Fund may compare its total expense ratio to the
average total expense ratio of similar funds tracked by Lipper Analytical
Services, Inc.
In advertising materials, the Trust may quote or reprint financial or
business publications and periodicals, including model portfolios or
allocations, as they relate to current economic and political conditions, fund
management, portfolio composition, investment philosophy,
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<PAGE> 59
investment techniques, the desirability of owning a particular mutual fund, and
the Investment Adviser's services and products. The Investment Adviser may
provide information designed to clarify investment goals and explore various
financial strategies. Such information may include information about current
economic, market, and political conditions; materials that describe general
principles of investing, such as asset allocation, diversification, risk
tolerance, and goal setting. Materials may also include discussions of other
products and services offered by the Investment Adviser.
The Trust may quote various measures of the volatility and benchmark
correlation of the Fund in advertising. In addition, the Trust may compare these
measures to those of other funds. Measures of volatility seek to compare the
Fund's historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a comparative
benchmark may be. All measures of volatility and correlation are calculated
using averages of historical data.
TOTAL RETURN - The Fund's quotations of total return will reflect the
average annual compounded rate of return on an assumed investment of $1,000 that
equates the initial amount invested to the ending redeemable value according to
the following formula:
n
P (1 + T) = ERV
"P" represents a hypothetical initial investment of $1,000; "T"
represents average annual total return; "n" represents the number of years; and
"ERV" represents the ending redeemable value of the initial investment.
Dividends and other distributions are assumed to be reinvested in shares at the
prices in effect on the reinvestment dates. ERV will be adjusted to reflect the
effect of any absorption of Fund expenses by the Investment Adviser.
The average annual total return for the one year period ending October
31, 1998 was (6.24)%. The Fund's average annual total return for the period May
1, 1997 (commencement of operations) through October 31, 1998 was 6.32%.
Quotations of total return for a five year and ten year period ended on the date
of the most recent balance sheet included in the Trust's registration statement
will be provided at such times as the registration statement has been in effect
for such periods.
The Fund may also provide quotations of total return for other periods
and quotations of cumulative total returns, which reflect the actual performance
of the Fund over the entire period for which the quotation is given.
NET ASSET VALUE - Charts and graphs using the Fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted net asset value includes any distributions paid by the
Fund and reflects all elements of its return.
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GENERAL INFORMATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "GENERAL INFORMATION."
DESCRIPTION OF SHARES - Interests in the Fund are represented by shares
of beneficial interest, $.001 par value. The Trust is authorized to issue an
unlimited number of shares.
Each share of the Fund represents an equal proportionate interest in
the Fund with each other share of the Fund, without any priority or preference
over other shares. All consideration received for the sales of shares of the
Fund, all assets in which such consideration is invested, and all income,
earnings and profits derived therefrom are allocated to and belong to the Fund.
As such, the interest of shareholders in the Fund will be separate and distinct
from the interest of shareholders of any other series of the Trust that may be
created in the future, and shares of the Fund will be entitled to dividends and
distributions only out of the net income and gains, if any, of the Fund as
declared by the Board of Trustees. The assets of the Fund will be segregated on
the Trust's books from the assets of any other series and will be charged with
the expenses and liabilities of the Fund and with a share of the general
expenses and liabilities of the Trust not attributable to the Fund or any other
series. The Board of Trustees will determine those expenses and liabilities
deemed to be general, and these items would be allocated among the Fund and any
other series as deemed fair and equitable by the Board of Trustees in its sole
discretion.
The trustees and officers of the Trust owned 2.58 of the outstanding
shares of the Fund as of November 30, 1998.
TRUSTEE AND OFFICER LIABILITY - Under the Trust's Declaration of Trust
and its By-Laws, and under Delaware law, the Trustees, officers, employees and
certain agents of the Trust are entitled to indemnification under certain
circumstances against liabilities, claims and expenses arising from any
threatened, pending or completed action, suit or proceeding to which they are
made parties by reason of the fact that they are or were such Trustees,
officers, employees or agents of the Trust, subject to the limitations of the
1940 Act which prohibit indemnification which would protect such persons against
liabilities to the Trust or its shareholders to which they would otherwise be
subject by reason of their own bad faith, willful misfeasance, gross negligence
or reckless disregard of duties.
INDEPENDENT ACCOUNTANTS - PricewaterhouseCoopers LLP, 100 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, are the independent accountants of
the Trust. The independent accountants are responsible for auditing the
financial statements of the Fund. The selection of the independent accountants
is approved annually by the Board of Trustees.
CUSTODIAN - Firstar Bank Milwaukee, N.A., 615 East Michigan Street, 3rd
Floor, Milwaukee, WI 53202, serves as custodian of the Trust's assets and
maintains custody of the Fund's cash and investments. Cash held by the
custodian, which may at times be substantial, is insured by the Federal Deposit
Insurance Corporation up to the amount of available insurance coverage limits
(presently, $100,000).
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ADMINISTRATOR - The Trust has retained Firstar Mutual Fund Services,
LLC, 615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202, to provide
various administrative and accounting services necessary for the operations of
the Trust and the Fund. Services provided by the Administrator include:
facilitating general Fund management; monitoring Fund compliance with federal
and state regulations; supervising the maintenance of the Fund's general ledger,
the preparation of the Fund's financial statements, the determination of the net
asset value of the Fund's assets and the declaration and payment of dividends
and other distributions to shareholders; and preparing specified financial, tax
and other reports. The Fund pays the Administrator a monthly fee for
administrative services which is calculated at the following annual rates: 0.06%
of the first $240 million of the Fund's average net assets (subject to a minimum
annual fee of $30,000); 0.05% of the next $300 million of the Fund's average net
assets; and 0.03% of the remaining value of the Fund's average net assets. The
Trust reimburses the Administrator for certain out-of-pocket expenses. In
addition, the Fund pays Firstar Trust Company a fee for accounting services of
$22,000 on the first $40 million of assets, and 0.01% annually on the next $200
million of such assets; and 0.005% of any remaining assets, determined as of the
end of the month; plus certain expenses.
LEGAL COUNSEL - Schulte Roth & Zabel LLP, New York, New York, serves as
counsel to the Trust.
REGISTRATION STATEMENT - This Statement of Additional Information and
the Prospectus do not contain all of the information set forth in the
Registration Statement the Trust has filed with the Securities and Exchange
Commission. The complete Registration Statement may be obtained from the
Securities and Exchange Commission upon payment of the fee prescribed by the
rules and regulations of the Securities and Exchange Commission. A text-only
version of the Registration Statement is available on the Securities and
Exchange Commission's Internet website, http://www.sec.gov.
FINANCIAL STATEMENTS - The following audited financial statements of
the Fund and the notes thereto and the report of PricewaterhouseCoopers LLP with
respect to such financial statements, are incorporated herein by reference to
the Fund's Annual Report to shareholders for the fiscal year ended October 31,
1998:
Schedule of Investments as of October 31, 1998;
Statement of Assets and Liabilities as of October 31, 1998;
Statement of Operations for the fiscal year ended October 31, 1998;
Statement of Changes in Net Assets for the fiscal year ended October 31,
1998; and
Financial Highlights.
The financial statements of the Fund incorporated by reference in this
Statement of Additional Information have been audited by PricewaterhouseCoopers
LLP, independent accountants, as indicated in their report with respect thereto.
The financial statements are
B-34
<PAGE> 62
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing and giving said report.
B-35
<PAGE> 63
APPENDIX A
Description of ratings used by Standard & Poor's Ratings Group, a
division of The McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors
Service, Inc. ("Moody's"):
S&P
LONG-TERM ISSUE CREDIT RATINGS
AAA
An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA
An obligation rated "AA" differs from the highest rated obligations
only in a small degree. The obligor's capacity to meet its financial commitment
on the obligation is very strong.
A
An obligation rated "A" is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB
An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor meet its financial commitment on
the obligation.
---------------
Obligations rated "BB," "B," "CCC," "CC," and "C" are regarded as
having significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
---------------
BB
An obligation rated "BB" is less vulnerable to non-payment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B-36
<PAGE> 64
B
An obligation rated "B" is more vulnerable to non-payment then
obligations rated "BB," but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC
An obligation rated "CCC" is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
MOODY'S
CORPORATE BOND RATINGS
AAA
Bonds which are rated as "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and generally are referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
AA
Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what generally are known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
A
Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
BAA
Bonds which are rated "Baa" are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear
B-37
<PAGE> 65
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.
BA
Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and, thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B
Bonds which are rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
CAA
Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
B-38
<PAGE> 66
PART C - OTHER INFORMATION
<TABLE>
<CAPTION>
ITEM 23. EXHIBITS
<S> <C>
(a) Declaration of Trust dated December 19, 1996. Incorporated by reference to
Registrant's Registration Statement, File Nos. 333-20473 and 811-08029, filed January
27, 1997.
(b) By-Laws. Incorporated by reference to Registrant's Registration Statement, File Nos.
333-20473 and 811-08029, filed January 27, 1997.
(c) Certificate of Trust dated December 19, 1996. Incorporated by reference to Registrant's
Registration Statement, File Nos. 333-20473 and 811-08029, filed January 27, 1997.
(d) Investment Advisory Agreement Between Granum Series Trust and Granum Capital
Management, L.L.C. Incorporated by reference to Pre-Effective Amendment No. 1
Registrant's Registration Statement, File Nos. 333-20473 and 811-08029, filed April 2,
1997.
(e)(1) Distribution Agreement Between Granum Series Trust and Mercer Allied Company.
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement, File Nos. 333-20473 and 811-08029, filed April 2, 1997.
(e)(2) Distribution Agreement Between Granum Series Trust and Granum Securities, L.L.C.
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement, File Nos. 333-20473 and 811-08029, filed April 2, 1997.
(f) Not applicable.
(g)(1) Custodian Agreement Between Firstar Trust Company and Granum Series Trust.
Incorporated by reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement, File Nos. 333-20473 and 811-08029, filed May 7, 1997.
(g)(2) Addendum to Custodian Agreement Between Firstar Bank Milwaukee N.A. and Granum Series
Trust dated September 30, 1998. Filed herewith.
(h)(1) Transfer Agent Agreement Between Firstar Trust and Granum Series Trust. Incorporated
by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement,
File Nos. 333-20473 and 811-08029, filed April 2, 1997.
(h)(2) Fund Administration Servicing Agreement Between Firstar Trust Company and Granum Series
Trust. Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, File
</TABLE>
<PAGE> 67
<TABLE>
<S> <C>
Nos. 333-20473 and 811-08029, filed April 2, 1997.
(h)(3) Fund Accounting Servicing Agreement Between Firstar Trust Company and Granum Series
Trust. Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, File Nos. 333-20473 and 811-08029, filed April 2, 1997.
(h)(4) Addendum to the Fund Administration Services Agreement, Fund Accounting Servicing
Agreement and Transfer Agent Agreement Between Firstar Mutual Fund Services, LLC and
Granum Series Trust dated September 30, 1998. Filed herewith.
(i) Opinion and consent of counsel as to the legality of the securities being registered,
indicating whether they will, when sold, be legally issued, fully paid and non-assessable.
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement, File Nos. 333-20473 and 811-08029, filed April 2, 1997.
(j) Consent of Independent Public Accountants. Filed herewith.
(k) Not Applicable.
(l) Letter of Investment Intent. Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant's Registration Statement, File Nos. 333-20473 and 811-08029, filed
April 2, 1997.
(m) Plan of Distribution Pursuant to Rule 12b-1 and Related Agreements. Incorporated by
reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement, File
Nos. 333-20473 and 811-08029, filed April 2, 1997.
(n) Financial Data Schedule. Filed herewith.
(o) Not applicable.
</TABLE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Granite Capital International Group L.P., an investment adviser which
is exempt from registration under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), Granum Advisors, L.L.C., an investment adviser
registered under the Advisers Act, Granum Securities, L.L.C., a registered
broker-dealer which serves as co-distributor of shares of Registrant, and Granum
Capital Management, L.L.C., a registered investment adviser under the Advisers
Act which serves as the investment adviser of Registrant (the "Investment
Adviser"), are each companies which are controlled by Lewis M. Eisenberg and
Walter F. Harrison, III, who jointly own all of the voting interests in those
entities. Registrant may possibly be deemed to be controlled by the Investment
Adviser and by Messrs. Eisenberg and Harrison, and may also be deemed to be
under common control with the foregoing companies because of the foregoing
relationships.
<PAGE> 68
ITEM 25. INDEMNIFICATION
A Delaware business trust may provide in its governing instrument for
indemnification of its officers and trustees from and against any and all claims
and demands whatsoever. Article III, Section 7 of Registrant's Declaration of
Trust provides that if any Shareholder or former Shareholder shall be exposed to
liability by reason of a claim or demand relating to his or her being or having
been a Shareholder, and not because of his or her acts or omissions, the
Shareholder or former Shareholder (or his or her heirs, executors,
administrators, or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled to
be held harmless from and indemnified out of the assets of the Trust against all
loss and expense arising from such claim or demand.
Pursuant to Article VII, Section 2 of the Declaration of Trust, the
Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, Investment Manager or Principal
Underwriter of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, and the Trust out of its assets shall indemnify
and hold harmless each and every Trustee from and against any and all claims and
demands whatsoever arising out of or related to each Trustee's performance of
his duties as a Trustee of the Trust to the fullest extent permitted by law;
provided that nothing herein contained shall indemnify, hold harmless or protect
any Trustee from or against any liability to the Trust or any Shareholder to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant 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 such 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 or appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or
employment of a substantial nature in which the Investment Adviser, and each
director, executive officer, or partner of the Investment Adviser, is or has
been, at any time during the past two fiscal years, engaged in for his or her
own account or in the capacity of director, officer, employee, partner or
trustee, is set forth in the Form ADV of Granum Capital Management, L.L.C. as
filed with the Securities and Exchange Commission (File No. 801-53683), which is
incorporated herein by reference.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Mercer Allied Company, L.P. ("Mercer Allied"), a limited
partnership whose sole general partner is Breham, Inc., and Granum Securities,
L.L.C. ("GS") (collectively, the "Distributors"), act as the principal
underwriters of shares of Registrant. The Distributors do not serve as principal
underwriters, depositors or investment advisers of any other registered
investment company.
<PAGE> 69
(b) Set forth below is information concerning each member, partner and
officer of the Distributors.
<TABLE>
<CAPTION>
Positions and Offices with Mercer Positions and Offices with
--------------------------------- --------------------------
Name Allied Registrant
- ---- ------ ----------
<S> <C> <C>
Breham, Inc. General Partner None
One Wall Street
Albany, NY 12205-3894
The Ayco Company, L.P. Limited Partner None
One Wall Street
Albany, NY 12205-3894
John Breyo President Trustee
One Wall Street
Albany, NY 12205-3894
Barry Hamerling President None
One Wall Street
Albany, NY 12205-3894
F. William Joint Vice President None
One Wall Street
Albany, NY 12205-3894
Margaret M. Keyes Vice President None
One Wall Street
Albany, NY 12205-3894
John J. Collins Chief Financial Officer None
One Wall Street
Albany, NY 12205-3894
Peter R. Martin Chief Legal Officer Vice President and Secretary
One Wall Street
Albany, NY 12205-3894
<CAPTION>
Name Positions and Offices with Positions and Offices with
- ---- -------------------------- --------------------------
GS Registrant
-- ----------
<S> <C> <C>
Lewis M. Eisenberg Member Co-Chairman and Trustee
126 East 56th Street, 25th Floor
New York, NY 10022
</TABLE>
<PAGE> 70
<TABLE>
<CAPTION>
Name Positions and Offices with Positions and Offices with
- ---- -------------------------- --------------------------
GS Registrant
-- ----------
<S> <C> <C>
Walter F. Harrison, III Member Co-Chairman and Trustee
126 East 56th Street, 25th Floor
New York, NY 10022
Jonas B. Siegel President Vice President, Treasurer and Chief
126 East 56th Street, 25th Floor Financial Officer
New York, NY 10022
Lloyd Moskowitz Chief Financial Officer None
126 East 56th Street, 25th Floor
New York, NY 10022
</TABLE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All financial and accounting related books and records required to be
maintained under Section 31(a) of the Investment Company Act of 1940, as
amended, and the rules thereunder are maintained at the offices of Firstar
Mutual Fund Services, L.L.C., 615 East Michigan Street, Milwaukee, WI 53202. All
other books and records required to be maintained by Section 31(a) and the rules
thereunder are maintained at 126 East 56th Street, New York, NY 10022.
ITEM 29. MANAGEMENT SERVICES
Other than as set forth in Parts A and B of this Registration
Statement, Registrant is not a party to any management-related service contract.
ITEM 32. UNDERTAKINGS
Not Applicable.
<PAGE> 71
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(g)(2) Addendum to Custodian Agreement Between Firstar Bank Milwaukee
N.A. and Granum Series Trust dated September 30, 1998.
(h)(4) Addendum to the Fund Admintration Services
Agreement, Fund Accounting Servicing Agreement
and Transfer Agent Agreement Between Firstar
Mutual Fund Services, LLC and Granum Series
Trust dated September 30, 1998.
(j) Consent of Independent Public Accountants.
(n) Financial Data Schedule.
<PAGE> 72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York, and State of New
York on the 7th day of December, 1998.
Granum Series Trust
Registrant
By: /s/ Lewis M. Eisenberg
-------------------------
Lewis M. Eisenberg
Co-Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement of Granum Series
Trust has been signed below by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Lewis M. Eisenberg Co-Chairman and Trustee Dcember 7, 1998
- ---------------------------
Lewis M. Eisenberg
/s/ Walter F. Harrison, III Co-Chairman and Trustee December 7, 1998
- ---------------------------
Walter F. Harrison, III
/s/ John Breyo Trustee December 10, 1998
- ---------------------------
John Breyo
/s/ Edwin M. Cooperman Trustee December 7, 1998
- ---------------------------
Edwin M. Cooperman
/s/ Burnell R. Roberts Trustee December 7, 1998
- ---------------------------
Burnell R. Roberts
/s/ Thaddeus Seymour Trustee December 7, 1998
- ---------------------------
Thaddeus Seymour
/s/ Richard A. Zimmer Trustee December 8, 1998
- ---------------------------
Richard A. Zimmer
/s/ Jonas B. Siegel Vice President, Treasurer and December 7, 1998
- --------------------------- Chief Financial Officer
Jonas B. Siegel
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001031496
<NAME> GRANUM SERIES TRUST
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 127492623
<INVESTMENTS-AT-VALUE> 118524314
<RECEIVABLES> 242668
<ASSETS-OTHER> 102408
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118869390
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 213482
<TOTAL-LIABILITIES> 213482
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 127229558
<SHARES-COMMON-STOCK> 5409776
<SHARES-COMMON-PRIOR> 3260570
<ACCUMULATED-NII-CURRENT> 164950
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 229709
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (8968309)
<NET-ASSETS> 118655908
<DIVIDEND-INCOME> 1767841
<INTEREST-INCOME> 530726
<OTHER-INCOME> 2135
<EXPENSES-NET> (2114201)
<NET-INVESTMENT-INCOME> 186501
<REALIZED-GAINS-CURRENT> 169267
<APPREC-INCREASE-CURRENT> (12074839)
<NET-CHANGE-FROM-OPS> (11719071)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2605162
<NUMBER-OF-SHARES-REDEEMED> (455956)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 42393309
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 17785
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 812828
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2114201
<AVERAGE-NET-ASSETS> 112319342
<PER-SHARE-NAV-BEGIN> 23.39
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> (1.49)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.93
<EXPENSE-RATIO> 1.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE> 1
99.G 2
Addendum to Custodian Agreement
This Addendum to the Custodian Agreement dated February 13, 1997, is entered
into by and between Firstar Bank Milwaukee, N.A. and Granum Series Trust as of
the 30th day of September 30, 1998; and
WHEREAS, the entity known as Firstar Trust Company ceased operations on
September 30, 1998; and
WHEREAS, Firstar Bank Milwaukee N.A. represents that it has the necessary trust
and custodial powers to enter into this Agreement; NOW,
THEREFORE, Firstar Bank Milwaukee, N.A. will be the successor responsible party
to each of the Agreements referenced above and will assume all responsibility
for any acts or omissions during the time Firstar Trust Company was the named
service provider under these same Agreements.
Firstar Bank Milwaukee, N.A. Granum Series Trust
BY: BY:
----------------------------- -----------------------------
ATTEST: ATTEST:
------------------------- -------------------------
<PAGE> 1
99.H 4
Addendum to Firstar Servicing Agreements
This Addendum to the Fund Administration, Fund Accounting, and Transfer Agent
Agreements dated February 13, 1997, is entered into by and between Firstar
Mutual Fund Services, LLC and the Granum Series Trust - Granum Value Fund as of
the 30th day of September, 1998.
WHEREAS, the mutual funds servicing division of Firstar Trust Company became a
limited liability company and separate subsidiary of Firstar Bank, Milwaukee on
September 30, 1998; and
WHEREAS, the entity known as Firstar Trust Company ceased operations on
September 30, 1998; NOW,
THEREFORE, Firstar Mutual Fund Services, LLC will be the successor responsible
party to each of the Agreements referenced above and will assume all
responsibility for any acts or omissions during the time Firstar Trust Company
was the named service provider under these same Agreements.
Firstar Mutual Fund Services, LLC Granum Value Fund
BY: BY:
----------------------------- -----------------------------
ATTEST: ATTEST:
------------------------- --------------------------
<PAGE> 1
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. 4 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated December 3, 1998, relating to the financial
statements and financial highlights appearing in the October 31, 1998 Annual
Report to Shareholders of Granum Value Fund, which is also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and under the
heading "Independent Accountants" in the Statement of Additional Information.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
December 23, 1998
