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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 20, 1997
EUREKA FUNDS
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<S> <C>
3435 Stelzer Road
Columbus, Ohio 43219
Investment Adviser: Sanwa Bank California
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THE EUREKA FUNDS is an open-end management investment company consisting of
five separate investment funds (each a "Fund," and collectively, the "Funds").
Each Fund offers multiple classes of units of beneficial interest ("Shares").
THE EUREKA PRIME MONEY MARKET FUND (the "Prime Money Market Fund") seeks as
high a level of current income as is consistent with maintaining liquidity and
stability of principal.
THE EUREKA U.S. TREASURY OBLIGATIONS FUND (the "U.S. Treasury Obligations
Fund"), seeks current income consistent with liquidity and stability of
principal. The Fund intends to invest exclusively in short-term obligations
issued or guaranteed by the U.S. Treasury and repurchase agreements fully
collateralized by U.S. Treasury securities.
------------------------
AN INVESTMENT IN THE PRIME MONEY MARKET FUND OR THE U.S. TREASURY OBLIGATIONS
FUND (TOGETHER, THE "MONEY MARKET FUNDS") IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUNDS WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
------------------------
THE EUREKA INVESTMENT GRADE BOND FUND (the "Investment Grade Bond Fund")
seeks a high level of income, consistent with preservation of capital.
THE EUREKA GLOBAL ASSET ALLOCATION FUND (the "Global Asset Allocation Fund")
seeks a balance of income and long-term capital appreciation. The Fund intends
to invest in a mix of U.S. and international stocks, bonds, and cash equivalents
using a disciplined asset allocation approach.
THE EUREKA EQUITY FUND (the "Equity Fund") seeks long-term capital growth.
The Fund intends to invest in the common stocks of corporations representing a
broad cross-section of the U.S. economy. The Fund expects to have a level of
risk commensurate with that represented by a broadly diversified portfolio of
U.S. common stocks, such as the Standard & Poor's 500 Index.
This Prospectus relates to the Trust Shares of Eureka Funds, which are
offered to Sanwa Bank California and its affiliates and other financial service
providers approved by the Distributor for the investment of funds for which they
act in a fiduciary, advisory, agency, custodial (other than for individual
retirement accounts), or similar capacity. Through a separate prospectus, the
Eureka Funds also offers Class A Shares, which are offered to the general
public. A Statement of Additional Information, dated , 1997 (as may be
amended from time to time), has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information and the prospectus relating to the Class A Shares are available
without charge by contacting the Eureka Funds at the address shown above.
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
------------------------
SHARES OF THE EUREKA FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, SANWA BANK CALIFORNIA, ANY OF ITS AFFILIATES, OR ANY OTHER BANK.
SUCH SHARES ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE EUREKA FUNDS INVOLVES INVESTMENT RISKS
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
The date of this Prospectus is [ ], 1997.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
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PROSPECTUS SUMMARY
THE EUREKA FUNDS The Eureka Funds, a Massachusetts business trust,
is a diversified open-end management investment
company which currently consists of five separately
managed Funds. Each Fund offers to the public two
classes of Shares: Class A and Trust Class. This
prospectus relates to only the Trust Class Shares.
INVESTMENT OBJECTIVE THE PRIME MONEY MARKET FUND seeks as high a level
of current income as is consistent with maintaining
liquidity and stability of principal.
THE U.S. TREASURY OBLIGATIONS FUND seeks current
income consistent with liquidity and stability of
principal.
THE INVESTMENT GRADE BOND FUND seeks a high level
of income, consistent with preservation of capital.
THE GLOBAL ASSET ALLOCATION FUND seeks a balance of
income and long-term capital appreciation.
THE EQUITY FUND seeks long-term capital growth.
INVESTMENT RISKS There can be no assurance that any Fund will
achieve its investment objective. Each Fund's net
asset value or performance may vary daily,
reflecting fluctuations in the market value of its
portfolio holdings, interest rate levels, and
market conditions. The Prime Money Market Fund, the
Investment Grade Bond Fund, and the Global Asset
Allocation Fund may invest in foreign securities
which entails certain risks. See "Foreign
Securities."
OFFERING PRICE The public offering price of the Prime Money Market
Fund and the U.S. Treasury Obligations Fund is
equal to the net asset value per Trust Share, which
each Fund will seek to maintain at $1.00.
The public offering price of the Investment Grade
Bond Fund, the Global Asset Allocation Fund, and
the Equity Fund is equal to that Fund's net asset
value per Trust Share. See "HOW TO PURCHASE AND
REDEEM SHARES--Purchases of Trust Shares."
MINIMUM PURCHASE For Trust Shares there is a $100,000 minimum
initial investment with no minimum investment for
subsequent purchases. Employees of Sanwa Bank
California may purchase Trust Shares with a $500
minimum initial investment, or a $50 minimum
initial investment if investing through the Eureka
Funds' Automatic Investment Plan. See "HOW TO
PURCHASE AND REDEEM SHARES--Auto Invest Plan."
INVESTMENT ADVISER Sanwa Bank California ("SBCL"), Los Angeles,
California.
DIVIDENDS The Prime Money Market Fund, the U.S. Treasury
Obligations Fund, and the Investment Grade Bond
Fund declare dividends daily and pay such dividends
monthly. The Global Asset Allocation Fund declares
and pays dividends annually. The Equity Fund
declares and pays dividends monthly.
DISTRIBUTOR BISYS Fund Services, Inc., Columbus, Ohio.
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FEE TABLE
The following tables are intended to assist investors in understanding the
expenses associated with investing in Trust Shares of the Funds.
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U.S. GLOBAL
TREASURY INVESTMENT ASSET
PRIME MONEY OBLIGATIONS GRADE BOND ALLOCATION
MARKET FUND FUND FUND FUND EQUITY FUND
----------- ----------- ----------- ----------- -----------
TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load on Purchases.................. % 0 % 0 % 0 % 0 % 0
Maximum Sales Load on Reinvested Dividends....... % 0 % 0 % 0 % 0 % 0
Maximum Deferred Sales Load...................... % 0 % 0 % 0 % 0 % 0
Redemption Fees(2)............................... $0 $0 $0 $0 $0
Exchange Fee..................................... $0 $0 $0 $0 $0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)(3)
Management Fees (after voluntary fee
reductions).................................... 0.20% 0.10% 0.50% 0.80% 0.65%
12b-1 Fee........................................ 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses(4)................................ 0.38% 0.41% 0.39% 0.64% 0.40%
--- --- --- --- ---
Total Fund Operating Expenses (after voluntary
fee reductions)................................ 0.58% 0.51% 0.89% 1.44% 1.05%
=== === === === ===
EXAMPLE:
You would pay the following expenses on a $1,000
investment in Trust Shares of the Funds, assuming (1)
5% annual return and (2) redemption at the end of
each time period.
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1 YEAR 3 YEARS
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<S> <C> <C>
Prime Money Market Fund...................................................................... $ 6 $19
U.S. Treasury Obligations Fund............................................................... $ 5 $16
Investment Grade Bond Fund................................................................... $ 9 $28
Global Asset Allocation Fund................................................................. $ 15 $46
Equity Fund.................................................................................. $ 11 $33
</TABLE>
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(1) A Participating Organization (as defined in this Prospectus) may charge a
Customer's (as defined in the Prospectus) account fees for automatic
investments, exchanges, and other investment management services provided in
connection with investment in Trust Shares of a Fund. See "HOW TO PURCHASE
AND REDEEM SHARES--Purchases of Trust Shares" and "HOW TO PURCHASE AND
REDEEM SHARES--Exchange Privilege."
(2) A wire redemption charge (currently $7.00) may be deducted from the amount
of a wire redemption payment made at the request of a shareholder. See "HOW
TO PURCHASE AND REDEEM SHARES--Redemption by Telephone."
(3) SBCL has agreed to voluntarily reduce the amount of its investment advisory
fee through the end of the Funds' initial fiscal year. Absent the voluntary
reduction of investment advisory fees, Management Fees and Total Operating
Expenses as a percentage of average daily net assets for Trust Shares would
be 0.30% and 0.68%, respectively, for the Prime Money Market Fund; 0.20% and
0.61%, respectively, for the U.S. Treasury Obligations Fund; 0.60% and
0.99%, respectively, for the Investment Grade Bond Fund; 0.90% and 1.54%,
respectively, for the Global Asset Allocation Fund; and 0.75% and 1.15%,
respectively, for the Equity Fund. Lower total fund operating expenses will
result in higher yields.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
Trust Shares are not subject to a 12b-1 fee and are not sold pursuant to a
sales charge.
These tables are intended to assist investors in understanding the various
costs and expenses associated with investing in the Funds. See "MANAGEMENT OF
EUREKA FUNDS" for a more complete discussion of annual operating expenses of
each Fund. THE EXAMPLE IS NOT CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE FUNDS' ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
3
<PAGE> 4
INVESTMENT OBJECTIVES AND POLICIES
MONEY MARKET FUNDS
Each Money Market Fund will endeavor to achieve its objective by investing in
a portfolio of high-quality money market instruments which complies with the
diversification and other requirements of Rule 2a-7 under the Investment Company
Act of 1940 (the "1940 Act"). All instruments in which the Money Market Funds
invest will be deemed to have maturities of 397 days or less. The average dollar
weighted maturity of each Money Market Fund's portfolio will not exceed 90 days.
See "VALUATION OF SHARES" and the Statement of Additional Information for a
further explanation of the amortized cost valuation method.
All securities acquired by the Money Market Funds will be determined at the
time of purchase, under guidelines established by the Eureka Funds' Board of
Trustees, to present minimal credit risks. Under the guidelines adopted by the
Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, SBCL may
be required to dispose of an obligation held in a Fund's portfolio if there is
an indication that the instrument's credit quality has diminished, such as where
a nationally recognized statistical ratings organization ("NRSRO") downgrades an
obligation to below the second highest rating category or in the event of a
default relating to the financial condition of the issuer.
PRIME MONEY MARKET FUND
The investment objective of the Prime Money Market Fund is to seek as high a
level of current income as is consistent with maintaining liquidity and
stability of principal. The Fund will invest in certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements, reverse
repurchase agreements, other money market securities, short-term corporate,
state, and municipal obligations that are rated in the top two tiers by an NRSRO
or, if unrated, are of comparable quality. The Fund also invests in securities
whose interest and principal payments are backed by the full faith and credit of
the U.S. government or by an agency of the U.S. government (certain agency
securities are not backed by the full faith and credit of the U.S. government).
U.S. TREASURY OBLIGATIONS FUND
The investment objective of the U.S. Treasury Obligations Fund is to seek
current income consistent with liquidity and stability of principal. Under
normal market conditions, the Fund will invest exclusively in short-term
obligations issued or guaranteed by the U.S. Treasury and repurchase agreements
fully collateralized by U.S. Treasury securities.
INVESTMENT GRADE BOND FUND
The Investment Grade Bond Fund seeks a high level of income, consistent with
preservation of capital. To achieve this objective, the Fund intends to invest
in a broad range of fixed income securities, including U.S. Treasury securities
(bonds, notes, and bills), U.S. agency securities, mortgage related securities,
corporate securities, preferred stocks, depository institution obligations, and
repurchase agreements. Under normal market conditions, the Fund will invest at
least 80% of its net assets in investment grade securities, as determined by
NRSRO ratings, or if unrated, as determined by SBCL to be of comparable quality.
The Fund will invest in a varying combination of cash, U.S. Treasury
securities, U.S. agency securities, mortgage related securities, and corporate
securities which are all issued in U.S. dollars. In pursuing its investment
objective, the Fund expects that its portfolio will be characterized by
investment risk that is similar to that of a theoretical broadly diversified
domestic investment grade bond portfolio, such as a portfolio structured to
match the Salomon Broad Investment Grade Index or the Lehman Aggregate Index.
SBCL uses its proprietary, quantitative fixed income security selection
strategy to determine the optimal combination of investments in the portfolio.
SBCL will use a variety of quantitative investment models and risk management
systems to identify the optimal interest rate, credit, and convexity exposure
4
<PAGE> 5
at any point in time. SBCL seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, technical and risk measures are all employed to
determine the expected relative return premium for each sector and/or security.
Once the attractiveness of the various investment sector and individual security
alternatives is determined, the portfolio is constructed so as to overweight
those sectors and/or securities with the most-favorable prospects, according to
the current quantitative analysis.
In order to execute its strategy in an efficient manner, SBCL may utilize bond
index futures contracts in representing various yield curve sectors. The Fund
will use futures contracts to provide an efficient means of achieving exposure
to the fixed income markets. Futures contracts may be used to provide liquidity,
gain broad market exposure, and hedge unwanted interest rate exposure. SBCL will
not use futures to leverage the Fund's holdings.
The Fund may invest up to 20% of its net assets in non-investment grade debt
securities, preferred stocks and convertible securities. In the event that a
security held by the Fund is downgraded, the Fund may continue to hold such
security until such time as SBCL deems it to be advantageous to dispose of the
security.
The Fund may hold securities of foreign issuers, provided such securities are
denominated in U.S. dollars. The Fund may also invest in bond (interest rate)
futures and options to a limited extent. See "Investment Objective and
Policies--Specific Investment Policies."
GLOBAL ASSET ALLOCATION FUND
The investment objective of the Global Asset Allocation Fund is to seek a
balance of income and long-term capital appreciation. Through the use of a
disciplined asset allocation approach, the Fund intends to invest in, and assume
a level of risk commensurate with, a globally diversified portfolio of stocks,
bonds, and cash equivalents. By systematically diversifying across countries,
currencies, and asset classes (stocks and bonds), the Fund pursues its capital
appreciation goals while seeking to control portfolio risk.
The Fund will invest in a varying combination of stocks, bonds, and cash
equivalents selected primarily from major markets such as: the United States,
Japan, the U.K., Germany, France, Switzerland, Spain, Canada and Australia. The
Fund may also invest in other markets, including emerging markets.
Under normal circumstances, at least 65% of the Fund's net assets will be
invested in securities representing at least three different countries,
including the United States.
SBCL uses its proprietary, quantitative global tactical asset allocation,
global currency allocation, and global sector rotation strategies to determine
the optimal combination of investments in the portfolio. SBCL will use a variety
of quantitative investment models to identify the country, sector, and asset
classes deemed most attractive. SBCL seeks those sectors, asset classes,
countries, and currencies with a high expected relative return premium, adjusted
for risk. Fundamental valuation, macro-economic, technical, and risk measures
are all employed to determine the expected relative return premium for each
country, currency, asset class, and sector. Once the relative attractiveness of
the various investment class alternatives is determined, the portfolio is
constructed so as to overweight those countries, currencies, sectors, and asset
classes with the most favorable prospects, according to the current quantitative
analysis.
In evaluating equity exposure, SBCL attempts to assess the relative value of
each country's market in the aggregate. SBCL may overweight the Fund's
investments in a few selected countries and/or asset classes. The Fund typically
will not deviate by more than 20% from the market capitalization weights of the
respective individual equity markets.
Investments will also include direct investments in short-term or long-term
government bonds, and U.S. and foreign cash equivalents. Bonds in the Fund's
portfolio are expected to range in maturity from one to thirty years.
5
<PAGE> 6
In order to execute its strategy in an efficient manner, SBCL may utilize
equity index, bond index, and currency futures contracts in the various
countries. The Fund will use futures contracts to provide an efficient means of
achieving broad market exposure to the stock, fixed income and currency markets
of a particular country, to provide liquidity, and to facilitate asset
allocation shifts. Currency futures provide an efficient vehicle for hedging
foreign exchange exposure. By investing in a stock index futures contract the
Fund is exposed to an index of stocks without buying each underlying security in
that index. See "Options and Futures" in the Statement of Additional Information
for a more detailed discussion of the risks associated with investment in
futures contracts.
EQUITY FUND
The Equity Fund's investment objective is to seek long-term capital growth.
The Fund intends to invest in the common stocks of corporations from a broad
cross section of the U.S. economy. The Fund expects to assume a level of risk
commensurate with that represented by a broadly diversified portfolio of U.S.
common stocks, such as that measured by the S&P 500 Index. Under normal market
conditions, the Fund will invest at least 65% of its net assets in common
stocks.
Equity investments are chosen based upon SBCL's proprietary,
quantitatively-disciplined stock selection models. A combination of valuation,
growth, technical, and risk measures are used to rank a universe of
approximately 1,000 U.S. equity issues. The issues assigned the most attractive
overall composite ratings are those which are deemed to have greater potential
for price appreciation over a short-to-intermediate term horizon. The portfolio
is then constructed so that the aggregate investment characteristics of the Fund
are similar to those of the S&P 500 Index. These characteristics include such
measures as economic sector diversification, P/E ratio, dividend yield, and
market "beta" (or sensitivity). However, while maintaining aggregate investment
characteristics similar to those of the S&P 500 Index, the Fund seeks to invest
in individual common stocks--including stocks which may not be part of that
Index--which SBCL believes hold a greater potential for price appreciation.
There can be no assurance that the Fund's investment performance will meet or
exceed that of the S&P 500 Index.
Although the Fund normally intends to be fully invested in common stocks, it
may invest temporarily in certain short-term fixed income securities. Such
securities may be used to invest uncommitted cash balances or to maintain
liquidity in order to meet shareholder redemptions.
The Fund may also utilize equity index futures for the dual purpose of
providing an adequate level of liquidity to the Fund and ensuring that cash
balances achieve equity-like returns. This "equitization" of short-term cash
balances will assist the Fund to meet its investment objective. By investing in
a stock index futures contract the Fund is exposed to an index of stocks without
buying each underlying security in that index. Under no circumstances will the
market exposure of futures contracts exceed 30% of the Fund's net assets. SBCL
will not use futures to leverage the Fund's holdings. See "Options and Futures"
in the Statement of Additional Information for a more detailed discussion of the
risks associated with investments in futures contracts.
ALL FUNDS
The investment objective of each Fund is fundamental and may not be changed
without the vote of a majority of the outstanding Shares of the Fund (as defined
below under "GENERAL INFORMATION--Miscellaneous"). There can be no assurance
that a Fund will achieve its investment objective.
SPECIFIC INVESTMENT POLICIES
The Funds invest in a variety of securities and employ a number of investment
practices. Each security and investment practice involves certain risks. This
table shows the securities and investment practices utilized by the Funds and
the risks inherent in their use. For a more complete discussion of each
instrument and its attendant risks, consult the Funds' Statement of Additional
Information.
6
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<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
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INVESTMENT PRACTICES AND SECURITIES
ASSET BACKED SECURITIES. Securities secured by company
receivables, home equity loans, truck and auto loans, leases,
credit card receivables and other securities backed by
receivables or assets. Credit, interest rate, opportunity and
pre-payment risks............................................... X -- X 35 35
BANKERS' ACCEPTANCES. Bills of exchange or time drafts drawn on
and accepted by a commercial bank. Credit risk.................. 25 -- 35+ 35+ 35+
BORROWINGS.(1) The borrowing of money from banks or through
reverse repurchase agreements. Leverage and credit risks........ 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
CERTIFICATES OF DEPOSIT. Negotiable instruments with a stated
maturity. Credit and liquidity risks............................ X -- 35+ 35+ 35+
COMMERCIAL PAPER AND OTHER SHORT-TERM OBLIGATIONS. Short-term
promissory notes or other obligations issued by corporations and
other entities. Credit risk..................................... X -- 35+ 35+ 35+
COMMON STOCK. Shares of ownership of a company. Market risk.... -- -- -- X X
CONVERTIBLE SECURITIES. Bonds or preferred stock that convert
to common stock. Credit, interest rate and market risks......... -- -- X X X
CORPORATE OR COMMERCIAL BONDS. Debt securities issued by
corporations. Credit and interest rate risks.................... X -- X X 35
DOLLAR ROLLS. A transaction in which a fund sells securities
for delivery in a current month and simultaneously contracts
with the same party to repurchase similar but not identical
securities on a specified future date. Interest rate, management
and market risks................................................ -- -- X X X
EMERGING MARKET SECURITIES. Securities of countries with
emerging economies or securities markets. Currency, information,
liquidity, market and political risks........................... -- -- -- 15 --
FOREIGN SECURITIES.
- - Stocks and bonds of foreign issuers........................... -- -- 35 X 35
- - American depository receipts, European depository receipts,
global depository receipts and other similar global
instruments................................................... X -- -- X 35
Currency, liquidity, information, market, natural event and
political risks.
FORWARD COMMITMENTS. The purchase or sale of a security with
payment and delivery scheduled for a future time. Leverage,
market and opportunity risks.................................... X X X X X
FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Contractual
agreement to purchase or sell one specified currency for another
currency at a specified future date and price. Credit,
correlation, currency, information, leverage, liquidity,
management, market, opportunity and political risks............. -- -- -- 50 --
ILLIQUID SECURITIES.(3) Securities which may be difficult to
sell at an acceptable price. Liquidity, market and valuation
risks........................................................... 10 -- 15 15 15
INVESTMENT COMPANY SECURITIES. Shares of other mutual funds.
SBCL and BISYS Fund Services, Inc. will reduce certain fees when
investing in funds for which it serves as investment and adviser
or administrator. (Investments in any one fund will not exceed
5% of total assets. Investments in all funds will not exceed 10%
of total assets.) Management and Market Risks.
- - Money market mutual funds..................................... 10 10 10 10 10
- - Non-money market mutual funds................................. -- -- -- 10 --
MORTGAGE BACKED SECURITIES.(2) Debt obligations secured by real
estate loans and pools of loans, including such securities as
collateralized mortgage obligations, which are structured pools
of mortgage pass through certificates or mortgage loans, real
estate investment conduits, and stripped mortgage backed
securities. Mortgage backed securities may have greater price
and yield volatility than traditional fixed-income securities
and their prepayment sensitivity may range from relatively low
to relatively high. Credit, interest rate, opportunity and
pre-payment risks............................................... -- -- X 35 35
</TABLE>
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<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
MUNICIPAL OBLIGATIONS. Securities issued by a state or
political subdivision to obtain funds for various public
purposes. Municipal obligations include participation
certificates in leases, installment purchase contracts and
conditional sales contracts. Credit, liquidity, political and
tax risks....................................................... X -- X -- --
OPTIONS AND FUTURES.(1) Contracts involving the right or
obligation to deliver or receive assets or money depending upon
the performance of one or more assets or an economic index.
Currency, correlation, credit, interest rate, leverage,
liquidity, opportunity and market risks......................... -- -- X X X
PREFERRED STOCK. A class of stock that generally pays a
dividend at a specified rate and has preference over common
stock in the payment of dividends and liquidation. Market
risk............................................................ -- -- 30 X X
REPURCHASE AGREEMENTS.(1) The purchase of a security and the
simultaneous commitment to sell it back at an agreed upon price.
Credit, market and leverage risks............................... X X X X X
REVERSE REPURCHASE AGREEMENTS.(1, 4) The sale of a security and
the simultaneous commitment to buy it back at an agreed upon
price. Credit, leverage and market risks........................ X X X X X
RESTRICTED SECURITIES.(5) Securities not registered under the
Securities Act of 1933. Market and valuation risks.............. 10 -- X X X
RIGHTS AND WARRANTS. A contract issued by a corporation
enabling the owner to subscribe to and purchase a specified
number of shares of the corporation at a specified price during
a specified period of time. Market and valuation risks.......... -- -- X X X
SECURITIES LENDING.(1) The lending of securities to financial
institutions, which provide cash or government securities as
collateral. Credit risk......................................... 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
SHORT-TERM TRADING. The sale of a security soon after its
purchase. A portfolio engaging in such trading will have higher
turnover and transaction expenses. Market risk.................. -- -- X X X
SWAPS, CAPS AND FLOORS.(5) Swaps involve the exchange of
obligations by two parties. Caps and floors entitle a purchaser
to a principal amount from the seller of the cap or floor to the
extent that a specified index exceeds or falls below a
predetermined interest rate or amount. Correlation, credit,
interest rate, liquidity, management, market and opportunity
risks........................................................... -- -- X X X
TIME DEPOSITS. Non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Liquidity risk............... X -- 35+ 35+ 35+
U.S. GOVERNMENT SECURITIES. Short-term debt instruments issued
or guaranteed by the U.S. Treasury or by an agency or
instrumentalities of the U.S. government. Credit risk........... X X X X 35+
VARIABLE AND FLOATING RATE INSTRUMENTS. Obligations with a
yield that is reset on a periodic basis and loosely correlated
to changes in money market interest rates, including variable
and floating rate notes and bonds. Credit, interest rate and
liquidity risks................................................. X X X X --
WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. The purchase or
sale of securities for delivery at a future date. Leverage,
market and opportunity risks.................................... X X X X X
</TABLE>
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# Percent of total assets under normal market conditions
X No policy limitation on usage
- - Not permitted
+ For temporary defensive purposes may constitute 100 percent of total assets
(1) Each Fund has a fundamental investment policy regarding these practices or
securities, as set forth in the Statement of Additional Information, which
may in some cases be less restrictive than the operating policy set forth
in the chart.
(2) The Money Market Funds may invest in these securities only if consistent
with their objectives and Rule 2a-7.
(3) Each Fund's liquidity limit is calculated as a percentage of its net
assets.
(4) Reverse repurchase agreements would also be subject to a Fund's policy on
borrowings.
(5) Relative to other securities, these securities are more likely to be
deemed illiquid and, therefore, may be subject to the restrictions on
illiquid securities.
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<PAGE> 9
TYPES OF INVESTMENT RISK
CORRELATION RISK. The risk that changes in the value of a hedging instrument
will not match those of the asset being hedged (hedging is the use of one
investment to offset the effects of another investment). Incomplete correlation
can result in unanticipated risks and volatility.
CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.
CURRENCY RISK. The risk that fluctuations in the exchange rates between the
U.S. dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses.
INFORMATION RISK. The risk that key information about a security or market is
inaccurate or unavailable.
INTEREST RATE RISK. The risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.
LEVERAGE RISK. Associated with securities or practices (such as borrowing)
that multiply small index or market movements into large changes in value.
- HEDGED. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that
the fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains. There can be no assurance that a Fund's hedging
transactions will be effective.
- SPECULATIVE. To the extent that a derivative is not used as a hedge, the
fund is directly exposed to the risks of that derivative. Gains or losses
from speculative positions in a derivative may be substantially greater
than the derivative's original cost.
LIQUIDITY RISK. The risk that certain securities may be difficult or
impossible to sell at the time and the price that the seller would like. The
seller may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on fund
management or performance.
MANAGEMENT RISK. The risk that a strategy used by a fund's management may
fail to produce the intended result. This risk is common to all mutual funds.
MARKET RISK. The risk that the market value of a security may move up and
down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole. Common to all stocks and bonds
and the mutual funds that invest in them.
NATURAL EVENT RISK. The risk of losses attributable to natural disasters,
crop failures and similar events.
OPPORTUNITY RISK. The risk of foregoing an investment opportunity because the
assets necessary to take advantage of it are tied up in less advantageous
investments.
POLITICAL RISK. The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.
There are also risks particular to investing in foreign securities, including
higher transaction costs, delayed settlements, currency controls and adverse
economic developments.
PRE-PAYMENT RISK. Early repayment of principal and interest will effect the
rate of return on mortgage-backed securities and may result in greater price and
yield volatility and possible investment losses. When mortgage obligations are
pre-paid, a Fund may have to reinvest in securities with
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<PAGE> 10
a lower yield. During periods of declining interest rates, prepayment rates can
be expected to accelerate. Under certain interest rate and prepayment rate
scenarios, a Fund may fail to recoup any premium paid on mortgage-related
securities notwithstanding a direct or indirect governmental or agency
guarantee.
TAX RISK. The risk that the issuer of tax-exempt securities will fail to
comply with certain requirements of the Internal Revenue Code, which could cause
interest income to be retroactively included in gross income.
VALUATION RISK. The risk that a fund has valued certain of its securities at
a higher price than it can sell them for.
PORTFOLIO TURNOVER
It is presently anticipated that the portfolio turnover rate of the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund will not
exceed 100%, 200%, and 200%, respectively. High portfolio turnover rates will
generally result in higher transaction costs to a Fund and may result in higher
levels of taxable realized gains to a Fund's shareholders.
INVESTMENT RESTRICTIONS
The Funds are subject to a number of investment restrictions that may be
changed only by a vote of a majority of the outstanding shares of the particular
Fund ("fundamental policies"). These fundamental policies (including those noted
by Footnote 1 in the chart above) are set forth in their entirety in the Funds'
Statement of Additional Information.
VALUATION OF SHARES
The net asset value of each Fund is determined and its Shares are priced as of
the close of regular trading of the New York Stock Exchange (generally 4:00 p.m.
Eastern time) on each Business Day ("Valuation Times"). For each Money Market
Fund, a "Business Day" constitutes (i) any day on which the Federal Reserve Bank
is open and the New York Stock Exchange (the "NYSE") is open for trading and
(ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. For each Fund, other than the
Money Market Funds, a Business Day is (i) any day on which the NYSE is open for
trading and (ii) any other day (other than a day during which no Shares are
tendered for redemption and no orders to purchase Shares are received) during
which there is sufficient trading in a Fund's portfolio instruments that the
Fund's net asset value per share might be materially affected. Net asset value
per Share for purposes of pricing sales and redemptions is calculated by
determining the value of the class's proportional interest in the securities and
other assets of a Fund, less (i) such class's proportional share of general
liabilities and (ii) the liabilities allocable only to such class, and dividing
such amount by the number of relevant class Shares outstanding.
The securities in each Fund, other than the Money Market Funds, will be valued
at market value. If market quotations are not available, the securities will be
valued by a method which the Board of Trustees believes accurately reflects fair
value.
The Money Market Funds use the amortized cost method of valuing their
securities. This method values a security at its cost on the date of purchase
and thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact fluctuating interest rates have on the market
value of the security. If the Board of Trustees determines that the deviation
from a $1.00 price per share may result in material dilution or other
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<PAGE> 11
unfair results to Shareholders, it will take appropriate steps to eliminate or
reduce these consequences to the extent reasonably practicable. Such steps may
include selling portfolio securities prior to maturity in order to realize
capital gains or losses or to shorten the average portfolio maturity of a Fund,
adjusting or withholding dividends, or utilizing a net asset value per share
determined by using available market quotations. There can be no assurance that
a Money Market Fund will maintain a stable net asset value of $1.00 per Share.
Most international securities held by the Global Asset Allocation Fund are
priced based on their market value as determined by reported sales prices or the
mean between their bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. Securities for which market quotations are
not readily available are valued at fair market value as determined in good
faith by or under the direction of the Board of Trustees. The amortized cost
method of valuation will also be used with respect to debt obligations with
sixty days or less remaining to maturity unless SBCL under the supervision of
the Board of Trustees determines such method does not represent fair value.
For further information about the valuation of investments, see the Statement
of Additional Information.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares are sold on a continuous basis by the Eureka Funds' Distributor, BISYS
Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.
PURCHASES OF TRUST SHARES
Trust Shares may be purchased through procedures established by the
Distributor in connection with the requirements of fiduciary, advisory, agency,
custodial and other similar accounts maintained by or on behalf of Customers of
SBCL or one of its affiliates (individually a "Bank" and collectively the
"Banks") or other financial service providers approved by the Distributor.
Shares of the Eureka Funds sold to the Banks acting in a fiduciary, advisory,
custodial (other than for individual retirement accounts), or other similar
capacity on behalf of Customers will normally be held of record by the Banks.
With respect to Shares so sold, it is the responsibility of the Banks to
transmit purchase or redemption orders to the Distributor and to deliver Federal
funds for purchase on a timely basis. Beneficial ownership of the Shares will be
recorded by the Banks and reflected in the account statements provided by the
Banks to Customers.
Trust Shares are sold at the net asset value next determined after receipt by
the Distributor of a purchase order in good form. See "VALUATION OF SHARES."
There is no sales charge imposed by the Eureka Funds in connection with the
purchase of Trust Shares.
The minimum initial investment is $100,000, except for purchases by employees
of SBCL, in which case the minimum initial investment is $500, or $50 if part of
the Eureka Funds' automatic investment plan, as described below. There is no
minimum subsequent investment requirement. There is no limit on the amount of
Trust Shares that may be purchased.
ADDITIONAL INFORMATION ABOUT PURCHASING SHARES
Purchases of Trust Shares of the Eureka Funds will be effected only on a
Business Day (as defined in "VALUATION OF SHARES"). An order for a Fund received
prior to the Valuation Time on any Business Day will be executed at the net
asset value determined as of the next Valuation Time on the
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<PAGE> 12
date of receipt. An order received after the last Valuation Time on any Business
Day will be executed at the net asset value determined as of the next Valuation
Time.
An order to purchase Trust Shares of a Money Market Fund will be deemed to
have been received by the Distributor when federal funds are available to the
Eureka Funds' custodian for investment. Federal funds are monies credited to a
bank's account within a Federal Reserve Bank. Payment for an order to purchase
Shares of a Money Market Fund which is transmitted by federal funds wire will be
available the same day for investment by the Eureka Funds' custodian, if
received prior to the last Valuation Time (see "VALUATION OF SHARES"). It is
strongly recommended that investors of substantial amounts use federal funds to
purchase Shares of a Money Market Fund.
Shares of a Money Market Fund purchased before 4:00 p.m., Eastern time, begin
earning dividends on the same Business Day. All Shares of a Money Market Fund
continue to earn dividends through the day before their redemption.
Depending upon the terms of a particular Customer account, a Participating
Organization or Bank may charge a Customer's account fees for services provided
in connection with investment in the Eureka Funds. Information concerning this
Prospectus should be read in conjunction with any such information received from
the Participating Organizations or Banks.
The Eureka Funds reserve the right to reject any order for the purchase of its
Trust Shares in whole or in part, including purchases made with foreign drafts
or checks. The Eureka Funds will not accept third party checks for investment.
Please contact SBCL or your Participating Organization regarding proper
instructions and information to purchase or redeem Shares by check or wire.
Shareholders may also execute telephone transactions as explained below.
AUTO INVEST PLAN
Eureka Funds' Auto Invest Plan enables those Shareholders who are employees of
SBCL to make regular purchases of Trust Shares through an automatic deduction
from their bank accounts. With Shareholder authorization, BISYS Fund Services,
Inc.(the "Transfer Agent") will deduct the amount specified (subject to the
applicable minimums) from the Shareholder's bank account and will automatically
invest that amount in Trust Shares at the public offering price on the date of
such deduction. The required minimum initial investment when opening an account
using the Auto Invest Plan is $50 per Fund; the minimum amount for subsequent
investments in a Fund is $50. To participate in the Auto Invest Plan,
Shareholders should complete the appropriate section of the Account Registration
Form or submit a subsequent written request to the Transfer Agent. To change the
Auto Invest Plan instructions or to discontinue the feature, a Shareholder
request must be made in writing to the Eureka Funds, P.O. Box 182792, Columbus,
Ohio 43218-2792. The Auto Invest Plan may be amended or terminated without
notice at any time by the Distributor.
EXCHANGE PRIVILEGE
Trust Shares of each Fund may be exchanged for Trust Shares of the other
Funds, provided that the Shareholder making the exchange is eligible on the date
of the exchange to purchase Trust Shares (with certain exceptions and subject to
the terms and conditions described in this prospectus). Trust Shares of each
Fund may be exchanged for Class A Shares in instances where the Shareholder
ceases to be eligible to purchase Trust Shares.
The Eureka Funds do not impose a fee for processing exchanges of its Trust
Shares. Shareholders may exchange their Trust Shares for Trust Shares of another
Fund on the basis of the relative net asset value of the Shares exchanged.
An exchange is considered a sale of Shares and will result in a capital gain
or loss for federal income tax purposes, which, in general, is calculated by
netting the Shareholder's tax cost (or "basis") in
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<PAGE> 13
the Shares surrendered and the value of the Shares received in the exchange.
A Shareholder wishing to exchange Trust Shares purchased through a
Participating Organization or Bank may do so by contacting the Participating
Organization or Bank. If an exchange request in good order is received by the
Distributor or the Transfer Agent by 4:00 p.m. (Eastern time) on any Business
Day, the exchange usually will occur on that day. Any Shareholder who wishes to
make an exchange should obtain and review a prospectus describing the Fund and
class of Shares which he or she wishes to acquire before making the exchange.
The exchange privilege may be exercised only in those states where the class of
Shares of such other Fund may legally be sold. The Eureka Funds reserve the
right to change the terms and conditions of the exchange privilege discussed
herein upon sixty days written notice.
The Funds are not intended to serve as vehicles for frequent trading in
response to short-term fluctuations in the market. Due to the disruptive effect
that excessive trading can have on efficient portfolio management, the Funds
have established a policy of limiting exchange activity to four substantive
exchange redemptions from a Fund during any calendar year. There is a $500
minimum for all exchanges.
AUTO EXCHANGE
Eureka Funds Auto Exchange enables Shareholders, who are employees of Sanwa
Bank California, to make regular, automatic withdrawals from Trust Shares of a
Money Market Fund and use those proceeds to benefit from dollar-cost-averaging
by automatically making purchases of shares of another Eureka Fund. With
shareholder authorization, the Transfer Agent will withdraw the amount specified
(subject to the applicable minimums) from the Shareholder's Money Market Fund
account and will automatically invest that amount in Trust Shares of the Fund
designated by the Shareholder. In order to participate in the Auto Exchange,
Shareholders must have a minimum initial purchase of $[10,000] in their Money
Market Fund account and maintain a minimum account balance of $1,000.
To participate in the Auto Exchange, Shareholders should complete the
appropriate section of the Account Registration Form, which can be acquired by
calling the Distributor. To change the Auto Exchange instructions or to
discontinue the feature, a Shareholder must send a written request to the Eureka
Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto Exchange may be
amended or terminated without notice at any time by the Distributor.
REDEMPTION OF SHARES
Shareholders may redeem their Trust Shares without charge on any day that net
asset value is calculated (see "VALUATION OF SHARES") and Shares may ordinarily
be redeemed by mail or by telephone. However, all or part of a Customer's Shares
may be required to be redeemed in accordance with instructions and limitations
pertaining to his or her account held by a Participating Organization or Bank.
For example, if a Customer has agreed to maintain a minimum balance in his or
her account, and the balance in that account falls below that minimum, the
Customer may be obliged to redeem, or the Participating Organization or Bank may
redeem for and on behalf of the Customer, all or part of the Customer's Shares
to the extent necessary to maintain the required minimum balance. If a
distribution is to be made to a Customer who is not eligible to receive Trust
Shares, for whatever reason, then Class A Shares will be distributed to that
Customer.
Each Fund reserves the right to redeem a shareholder's Trust Shares if the
shareholder does not maintain a balance of [$25,000] in the Trust Shares of that
Fund. Alternatively, the Fund may charge a shareholder whose account falls below
the minimum a fee of [$ ]. Employees of SBCL will not be required to
maintain a minimum balance in Trust Shares of the Funds.
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<PAGE> 14
REDEMPTION BY MAIL
A written request for redemption must be received by the Eureka Funds in order
to constitute a valid tender for redemption. The signature on the written
request must be guaranteed by a bank, broker, dealer, credit union, securities
exchange, securities association, clearing agency or savings association, as
those terms are defined in Rule 17Ad-15 under the Securities Exchange Act of
1934 if (a) a redemption check is to be payable to anyone other than the
Shareholder(s) of record; or (b) a redemption check is to be mailed to the
Shareholder(s) at an address other than the address of record or other than to a
commercial bank designated on the Account Registration Form of such
Shareholder(s); or (c) a redemption check is to be mailed to an address that has
not been on the Eureka Funds' books for sixty days. The Distributor reserves the
right to reject any signature guarantee if (1) it has reason to believe that the
signature is not genuine, (2) it has reason to believe that the transaction
would otherwise be improper, or (3) the guarantor institution is a broker or
dealer that is neither a member of a clearing corporation nor maintains net
capital of at least $100,000. A notary public will not be accepted as a
signature guarantee. Proceeds may be mailed to the address of record or sent
electronically or mailed to a previously designated bank account without a
signature guarantee. See "Redemption by Telephone" for further discussion
regarding sending proceeds to your bank account.
REDEMPTION BY TELEPHONE
Shares may be redeemed by telephone [only] if the Shareholder selected that
option on the Account Registration Form. A Shareholder may have the proceeds
mailed to the address of record or sent electronically or mailed directly to a
domestic commercial bank account previously designated by the Shareholder on the
Account Registration Form. Under most circumstances, such payments will be
transmitted on the next Business Day following receipt of a valid request for
redemption. Such electronic redemption requests may be made by the Shareholder
by telephone to the Transfer Agent. The Transfer Agent will reduce the amount of
a wire redemption payment by its then-current wire redemption charge. Such
charge is presently $[7.00] for each wire redemption. There is no charge for
having payment of redemption requests mailed or sent via the Automated Clearing
House to a designated bank account. For telephone redemptions, contact SBCL or
your Participating Organization.
TELEPHONE PROCEDURES
The Distributor, the Transfer Agent, SBCL and the Eureka Funds will not be
liable for any losses, damages, expenses or costs arising out of any telephone
transaction (including purchases, exchanges, and redemptions) effected in
accordance with the Eureka Funds' telephone transaction procedures, upon
instructions reasonably believed to be genuine. The Eureka Funds will employ
procedures designed to provide reasonable assurance that instructions
communicated by telephone are genuine; if these procedures are followed, the
Eureka Funds will not be liable for any losses due to unauthorized or fraudulent
instructions. These procedures include recording phone conversations, sending
confirmations to Shareholders within 72 hours of the telephone transaction,
verifying the account name and a shareholder's account number or tax
identification number and sending redemption proceeds only to the address of
record or to a previously authorized bank account. If, due to temporary adverse
conditions, investors are unable to effect telephone transactions, Shareholders
may mail redemption requests to the Eureka Funds.
PAYMENTS TO SHAREHOLDERS
Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within seven
days after receipt by the Distributor of the request for redemption. However, to
the greatest extent possible, the Eureka Funds will attempt to honor requests
from Shareholders for next Business Day payments if the request for redemption
is received by the Transfer
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<PAGE> 15
Agent before the last Valuation Time on a Business Day or, if the request for
redemption is received after the last Valuation Time, to honor requests for
payment within two Business Days, unless it would be disadvantageous to the
Eureka Funds or the Shareholders of the particular Fund to sell or liquidate
portfolio securities in an amount sufficient to satisfy requests for payments in
that manner. The Money Market Funds will attempt to honor requests from
Shareholders for same day payment upon redemption of Shares if the request for
redemption is received by the Transfer Agent before 4:00 p.m. Eastern time, on a
Business Day or, if the request for redemption is received after 4:00 p.m.
Eastern time, to honor requests for payment on the next Business Day, unless it
would be disadvantageous to the Fund or its Shareholders to sell or liquidate
portfolio securities in an amount sufficient to satisfy requests for payments in
that manner.
In some instances, a Fund may be requested to redeem Shares for which it has
not yet received good payment. Under such circumstances, the Eureka Funds may
delay forwarding the proceeds until payment has been collected for the purchase
of such Shares, which may take up to 15 days or more. To avoid delay in payment
upon redemption, investors should purchase Shares by certified check or by wire
transfer. The Eureka Funds intend to pay cash for all Shares redeemed, but under
abnormal conditions which may make payment in cash unwise, the Eureka Funds may
make payment wholly or partly in portfolio securities at their then current
market value equal to the redemption price. In such cases, an investor may incur
brokerage costs in converting such securities to cash.
See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION" in the Statement of
Additional Information for examples of when the Eureka Funds may suspend the
right of redemption or redeem Shares involuntarily if it appears appropriate to
do so in light of the Eureka Funds' responsibilities under the 1940 Act.
DIVIDENDS AND TAXES
Each Fund will be treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify for treatment as a "regulated investment
company" under the Internal Revenue Code of 1986 (the "Code"). If qualified, a
Fund will not have to pay federal taxes on amounts it distributes to
Shareholders. Regulated investment companies are subject to a federal excise tax
if they do not distribute substantially all of their income on a timely basis.
Each Fund intends to avoid paying federal income and excise taxes by timely
distributing substantially all its net investment income and net realized
capital gains.
Dividends received by a Shareholder of a Fund that are derived from such
Fund's investments in U.S. government securities may not be entitled to the
exemption from state and local income taxes that would be available if the
Shareholder had purchased U.S. government securities directly. Shareholders are
advised to consult their tax adviser concerning the application of state and
local taxes to distributions received from
a Fund.
Shareholders will be advised at least annually as to the amount and federal
income tax character of distributions made during the year.
The net investment income of each Money Market Fund is declared daily as a
dividend to Shareholders at the close of business on the day of declaration.
Dividends will generally be paid monthly. The Money Market Funds do not expect
to realize any long-term capital gains and, therefore, do not foresee paying any
"capital gains dividends" as described in the Code. However, any such capital
gains will be distributed no more than twice a year after deduction for any
available capital loss carryforward.
The amount of dividends payable with respect to the Trust Shares will exceed
dividends on Class A
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<PAGE> 16
Shares due to the Distribution and Shareholder Services Plan fee applicable to
Class A Shares.
A dividend on the Shares of the Investment Grade Bond Fund is declared daily
and paid monthly. A dividend on the Shares of the Global Asset Allocation Fund
is declared and paid annually. A dividend on the Shares of the Equity Fund is
declared and paid monthly. Net realized capital gains, if any, are distributed
at least annually to Shareholders of record after deduction for any available
capital loss carry forward.
A Shareholder will automatically receive all income dividends and capital gain
distributions in additional full and fractional Shares at net asset value as of
the date of payment unless the Shareholder elects to receive such dividends or
distributions in cash. Such election, or any revocation thereof, must be made in
writing to the Eureka Funds, P.O. Box 182792, Columbus, Ohio 43218-2792, and
will become effective with respect to dividends and distributions having record
dates after its receipt by the Transfer Agent. Reinvested dividends receive the
same tax treatment as dividends paid in cash. Dividends are paid in cash not
later than seven Business Days after a Shareholder's complete redemption of his
or her Shares. If you elect to receive distributions in cash, and checks (1) are
returned and marked as "undeliverable" or (2) remain uncashed for six months,
your cash election will be changed automatically and your future dividend and
capital gains distributions will be reinvested in the Fund at the per share net
asset value determined as of the date of payment of the distribution. In
addition, any undeliverable checks or checks that remain uncashed for six months
will be cancelled and will be reinvested in the Fund at the per share net asset
value determined as of the date of cancellation.
Dividends are generally taxable in the taxable year received. However,
dividends declared in October, November or December to Shareholders of record
during such a month and paid during the following January are treated for tax
purposes as if they were received by each Shareholder on December 31 of the year
in which the dividends were declared.
Dividends will generally be taxable to a Shareholder as ordinary income to the
extent of the Shareholder's ratable share of the earnings and profits of a Fund
as determined for tax purposes. Certain dividends paid by the Investment Grade
Bond Fund, the Global Asset Allocation Fund, and the Equity Fund, and
so-designated by the Funds may qualify for the dividends received deduction for
corporate shareholders. Because all of the net investment income of the
remaining Funds is expected to be interest income, it is anticipated that no
distributions from such Funds will qualify for the dividends received deduction.
Distributions of net realized capital gains are taxable to Shareholders as
long-term capital gains regardless of how long the Shareholder has held Shares
in the Fund. Shareholders who are not subject to tax on their income generally
will not have to pay federal income tax on amounts distributed to them.
Dividends that are derived from interest on a Fund's investments in U.S.
government securities may be eligible for exemption from the state and local
taxes of certain jurisdictions, although state and local tax authorities may not
agree with this view. However, distributions of income derived from repurchase
agreements and securities lending transactions generally will not qualify for
exemption from state and local income taxes.
The foregoing is a summary of certain federal, state and local income tax
consequences of investing in a Fund. Shareholders should consult their own tax
advisers concerning the tax consequences of an investment in a Fund.
TAX CONSIDERATIONS RELATING TO THE GLOBAL ASSET ALLOCATION FUND
Dividends and certain interest income earned by the Global Asset Allocation
Fund from foreign securities may be subject to foreign withholding taxes or
other taxes. So long as more than 50% of the value of the Fund's total assets at
the close of any taxable year consists of stock or securities of foreign
corporations, the Fund may elect, for federal
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<PAGE> 17
income tax purposes, to treat certain foreign taxes paid by it, including
generally any withholding taxes and other foreign income taxes, as paid by its
shareholders. It is possible that the Global Asset Allocation Fund will make
this election in certain years. The remaining Funds do not expect to be eligible
to make this election. If a Fund makes the election, the amount of such foreign
taxes paid by a Fund will be included in its shareholders' income pro rata (in
addition to taxable distributions actually received by them), and each
shareholder will be entitled either (a) to credit a proportionate amount of such
taxes against a shareholder's federal income tax liabilities, or (b) if a
shareholder itemizes deductions, to deduct such proportionate amounts from
federal taxable income.
Fund transactions in foreign currencies and hedging activities may give rise
to ordinary income or loss to the extent such income or loss results from
fluctuations in value of the foreign currency concerned. In addition, such
activities will likely produce a difference between book income and taxable
income. This difference may cause a portion of a Fund's income distributions to
constitute a return of capital for tax purposes or require the Fund to make
distributions exceeding book income to qualify as a regulated investment
company for tax purposes.
MANAGEMENT OF EUREKA FUNDS
TRUSTEES
The Board of Trustees of the Eureka Funds has overall responsibility for the
Funds. The Board of Trustees is elected by the Shareholders. There are currently
[FIVE] Trustees, two of whom are "interested persons" of the Eureka Funds within
the meaning of that term under the 1940 Act. The Trustees, in turn, elect the
officers of the Eureka Funds to supervise its day-to-day operations.
INVESTMENT ADVISER
SBCL serves as Investment Adviser of each Fund. SBCL is a wholly-owned
subsidiary of The Sanwa Bank Limited, of Japan. Its principal offices are
located at 601 South Figueroa Street, Los Angeles, California 90017.
Established in 1972, SBCL provides a full range of personal and business
banking services through a network of more than 100 branches and offices
statewide. As of , 1997, SBCL had nearly [ ] of assets
under management.
Subject to the general supervision of the Board of Trustees and in accordance
with the investment objectives and restrictions of a Fund, SBCL manages the
Funds, makes decisions with respect to, and places orders for, all purchases and
sales of its investment securities, and maintains its records relating to such
purchases and sales.
Under an investment advisory agreement between the Eureka Funds and SBCL, the
fee payable to SBCL by each Fund for investment advisory services is the lesser
of: (a) a fee computed daily and paid monthly at the annual rate of thirty one-
hundredths of one percent (0.30%) of the Prime Money Market Fund's average daily
net assets; twenty one-hundredths of one percent (0.20%) of the U.S. Treasury
Obligations Fund's average daily net assets; sixty one-hundredths of one percent
(0.60%) of the Investment Grade Bond Fund's average daily net assets; ninety
one-hundredths of one percent (0.90%) of the Global Asset Allocation Fund's
average daily net assets; and seventy five one-hundredths of one percent (0.75%)
of the Equity Fund's average daily net assets, or (b) such fee as may from time
to time be agreed upon by the Eureka Funds and SBCL. The fee agreed to from time
to time by the Eureka Funds and SBCL may be significantly lower than the fee
calculated at the annual rate and the effect of such agreed upon lower fee would
be to lower a Fund's expenses and increase the net income of the Fund during the
period when such agreed upon lower fee is
in effect.
Hal Nachtrieb and Donald Silva, both Vice Presidents of SBCL, co-manage the
Investment Grade Bond Fund. They have been with SBCL since 1995 and 1991,
respectively, where they are responsible
17
<PAGE> 18
for the investment management of approximately $500 million in personal and
institutional fixed income assets, including approximately $100 million in
commingled bond funds.
Prior to joining SBCL, Mr. Nachtrieb developed a managed equity and fixed
income funds for Franklin Resources. He also served as vice president for
Continental Bank, and before that, managed the fixed income trading desk at
Imperial Corporation of America. Mr. Nachtrieb began his career as an investment
manager as a mortgage-backed options trader for Drexel Burnham Lambert. Mr.
Nachtrieb earned a master of business administration in finance from the
University of Southern California and a bachelor of science in economics from
Lewis & Clark College in Portland, Oregon.
Mr. Silva has 33 years of experience in the trust and investment management
industry. Prior to joining SBCL, Mr. Silva managed high net worth accounts and
all fixed income bank funds for Trust Services of America Inc. (TSA), a
subsidiary of California Federal Bank. He also served as manager of insurance
reserved portfolios for TICOR. Before that, Mr. Silva worked as the southern
division manager of Bank of America's institutional trust services.
Richard Weiss, Chief Investment Officer and Senior Vice President of SBCL, and
Brian Garbe, Director of Investment Research & Strategy and Vice-President of
SBCL, co-manage the Equity Fund and Global Asset Allocation Fund. They have been
with SBCL since 1994, where they are responsible for the investment management
of approximately $1.6 billion in personal and institutional assets, including
approximately $250 million in commingled equity and international funds.
Mr. Weiss has over 15 years of experience in the investment management
industry. Prior to joining SBCL, Messrs. Weiss and Garbe both were employed by
Vantage Global Advisors where they acted as manager and trader, respectively,
for global asset allocation portfolios. Before that, they were managing director
and investment officer, respectively, at TSA Capital Management, again
responsible for the management and back-office of global investments. Earlier in
his career, Mr. Weiss was a quantitative investment strategist for Paine Webber
in New York, and director of quantitative analysis and systems for Mellon Bank
in Pittsburgh, Pennsylvania.
Mr. Weiss graduated magna cum laude with a master of business administration
in finance and econometrics from the University of Chicago. He also graduated
magna cum laude with a bachelor of science in finance and statistics from The
Wharton School, University of Pennsylvania.
Mr. Garbe earned a master of business administration and a bachelor of science
in applied mathematics from the University of California at Los Angeles.
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Inc. is the administrator for each Fund and also acts as
the Eureka Funds' principal underwriter and distributor (the "Administrator" or
the "Distributor"), under agreements approved by the Eureka Funds' Board of
Trustees. BISYS Fund Services, Inc. is wholly owned by The BISYS Group, Inc.,
150 Clove Road, Little Falls, New Jersey 07424, a publicly owned company engaged
in information processing, loan servicing and 401(k) administration and
recordkeeping services to and through banking and other financial organizations.
The Administrator generally assists in all aspects of a Fund's administration
and operation. Under a management and administration agreement between the
Eureka Funds and the Administrator, the fee payable by a Fund to the
Administrator for management administration services is the lesser of (a) a fee
computed at the annual rate of twenty one-hundredths of one percent (.20%) of a
Fund's average daily net assets or (b) such fee as may from time to time be
agreed upon by the Eureka Funds and the Administrator. A fee agreed to from time
to time by the Eureka Funds and the Administrator may be significantly lower
than the fee calculated at the annual rate and the effect of such agreed upon
lower fee would be to lower a Fund's expenses and
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<PAGE> 19
increase the net income of the Fund during the period when such agreed upon
lower fee is in effect.
EXPENSES
SBCL and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for a Fund. Each Fund bears the following
expenses relating to its operations: taxes, interest, any brokerage fees and
commissions, fees and travel expenses of the Trustees, Commission fees, state
securities qualification and renewal fees, costs of preparing and printing
prospectuses for regulatory purposes and for distribution to current
Shareholders, outside auditing and legal expenses, amortized organizational
expenses, advisory and administration fees, fees and out-of-pocket expenses of
the custodian and the Transfer Agent, fees and out-of-pocket expenses for fund
accounting services, expenses incurred for pricing securities owned by a Fund,
certain insurance premiums, costs of maintenance of a Fund's existence, costs
and expenses of Shareholders' and Trustees' reports and meetings, and any
extraordinary expenses incurred in its operation. As a general matter, expenses
are allocated to the Class A Shares and Trust Shares of a Fund on the basis of
the relative net asset value of each class. At present, the only expenses that
will be borne solely by Class A Shares, other than in accordance with the
relative net asset value of the class, are expenses under the Eureka Funds'
Distribution and Shareholder Services Plan ("Distribution Plan") and a "Services
Plan" which relate only to the Class A Shares.
The organizational expenses of each Fund have been capitalized and are being
amortized in the first five years of each Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.
DISTRIBUTION PLAN
The Distribution Plan contains a so-called "defensive" provision applicable to
all classes of Shares. Under this defensive provision to the extent that any
payment made to the Administrator, including payment of administration fees,
should be deemed to be indirect financing of any activity primarily intended to
result in the sale of Shares issued by the Eureka Funds within the context of
Rule 12b-1 under the 1940 Act, such payment shall be deemed to be authorized by
the Distribution Plan.
BANKING LAWS
SBCL believes that it possesses the legal authority to perform the investment
advisory services for the Eureka Funds contemplated by its investment advisory
agreement with the Eureka Funds and described in this Prospectus without
violation of applicable banking laws and regulations, and has so represented to
the Eureka Funds. Future changes in federal or state statutes and regulations
relating to permissible activities of banks or bank holding companies and their
subsidiaries and affiliates as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations
could change the manner in which SBCL could continue to perform such services
for the Eureka Funds. See "MANAGEMENT OF EUREKA FUNDS--Glass Steagall Act" in
the Statement of Additional Information for further discussion of applicable
banking laws and regulations.
GENERAL INFORMATION
DESCRIPTION OF THE EUREKA FUNDS AND ITS SHARES
The Eureka Funds organized as a Massachusetts business trust on April 7, 1997
named Sanwa Fund, commenced operations on , 1997. There are an
unlimited number of authorized Shares of beneficial interest of the Eureka Funds
which may, without Shareholder approval, be divided into an unlimited number of
series of such
19
<PAGE> 20
Shares, and which are presently divided into five series of Shares, one for each
of the following Funds: the Prime Money Market Fund, the U.S. Treasury
Obligations Fund, the Investment Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund. Each Fund offers to the public two classes of shares:
Class A and Trust Shares. Each Share represents an equal proportionate interest
in a Fund with other Shares of the same series and class, and is entitled to
such dividends and distributions out of the income earned on the assets
belonging to that Fund as are declared at the discretion of the Trustees (see
"Miscellaneous" below).
Shareholders are entitled to one vote per Share (with proportional voting for
fractional Shares) on such matters as Shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except (i) when required by the 1940 Act, Shares shall be voted by individual
series, (ii) when the Trustees have determined that the matter affects only the
interests of a particular series or class, and (iii) only the holders of Class A
Shares will be entitled to vote on matters submitted to Shareholder vote with
regard to the Distribution Plan applicable to such class.
As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding Shares" of the Eureka Funds or a
particular Fund means the affirmative vote, at a meeting of Shareholders duly
called, of the lesser of (a) 67% or more of the votes of Shareholders of the
Eureka Funds or that particular Fund present at such meeting at which the
holders of more than 50% of the votes attributable to the Shareholders of record
of the Eureka Funds or such Fund are represented in person or by proxy, or (b)
the holders of more than 50% of the outstanding votes of Shareholders of the
Eureka Funds or such Fund.
Overall responsibility for the management of the Eureka Funds is vested in the
Board of Trustees. See "MANAGEMENT OF EUREKA FUNDS-- Trustees of the Eureka
Funds." Individual Trustees are elected by the Shareholders and may be removed
by the Board of Trustees or Shareholders at a meeting held for such purpose in
accordance with the provisions of the Declaration of Trust and the By-laws of
the Eureka Funds and Massachusetts law. See "ADDITIONAL INFORMATION--
Miscellaneous" in the Statement of Additional Information for further
information.
Although the Eureka Funds is not required to hold annual meetings of
Shareholders, Shareholders holding at least 10% of the Eureka Funds' outstanding
Shares have the right to call a meeting to elect or remove one or more of the
Trustees of the Eureka Funds. Shareholder inquiries should be directed to the
Secretary of the Eureka Funds at 3435 Stelzer Road, Columbus, Ohio 43219.
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT
The Bank of New York, serves as Custodian for the Eureka Funds.
BISYS Fund Services, Inc. serves as transfer agent for and provides fund
accounting services to the Eureka Funds.
OTHER CLASSES OF SHARES
In addition to Trust Shares, the Eureka Funds also offer Class A Shares of
each Fund. Class A Shares are offered to the general public at net asset value
and are subject to a Distribution Plan fee and Service Plan fee.
PERFORMANCE INFORMATION
GENERAL. From time to time, a Money Market Fund's annualized "yield" and
"effective yield" and total return for Trust Shares may be presented in
advertisements, sales literature and shareholder reports. The "yield" of a Money
Market Fund is based upon the income earned by the Fund over a seven-day period
and then annualized, i.e., the income earned in the period is assumed to be
earned every seven days over a 52-week period and is stated as a percentage of
the investment. The "effective yield" of a Money Market Fund is calculated
similarly but when annualized, the income earned by the investment is assumed to
be reinvested in Shares of the Eureka Funds and thus compounded in the course of
a 52-week period. The effective yield will
20
<PAGE> 21
be higher than the yield because of the compounding effect of the assumed
reinvestment.
Total return is calculated for the past year and the period since the
establishment of each Money Market Fund. Average annual total return is measured
by comparing the value of an investment in a Fund at the beginning of the
relevant period to the redemption value of the investment at the end of the
period (assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized.
From time to time performance information of the Investment Grade Bond Fund,
the Global Asset Allocation Fund, and the Equity Fund, showing its average
annual total return, aggregate total return, and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of a Fund. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of an investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Yield will be
computed by dividing the net investment income per Share for the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund earned
during a recent 30-day period by the Fund's per Share maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the results.
Each Fund may also present its average annual total return, aggregate total
return, yield and/or tax equivalent yield, as the case may be, excluding the
effect of a sales charge, if any.
The Investment Grade Bond Fund, the Global Asset Allocation Fund, and the
Equity Fund may also calculate a distribution rate. Distribution rates will be
computed by dividing the distribution per Share of a class made by a Fund over a
twelve-month period by the maximum offering price per Share. The distribution
rate includes both income and capital gain dividends and does not reflect
unrealized gains or losses. The calculation of income in the distribution rate
includes both income and capital gain dividends and does not reflect unrealized
gains or losses, although a Fund may also present a distribution rate excluding
the effect of capital gains. The distribution rate differs from the yield,
because it includes capital items which are often non-recurring in nature, and
may include returns of principal, whereas yield does not include such items. The
Funds do not intend to publish distribution rates in Fund advertisements but may
publish such rates in supplemental sales literature. Distribution rates may also
be presented excluding the effect of a sales charge, if any.
Yield, effective yield, total return and distribution rate will be calculated
separately for each Class of Shares. Because Trust Shares are not subject to
Distribution Plan fees or Service Plan fees, the yield and total return for
Trust Shares will be higher than that of the Class A Shares for the same period.
Investors may also judge the performance of a Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and data
such as that provided by Lipper Analytical Services, Inc., IBC/Donoghue's MONEY
FUND REPORT and Ibbotson Associates, Inc. References may also be made to indices
or data published in Money Magazine, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, American Banker, Fortune, Institutional
Investor, Ibbotson Associates, Inc., Morningstar, Inc., CDA/Weisenberger,
Pension and Investments, U.S.A. Today and local newspapers. In addition to
performance information, general
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<PAGE> 22
information about the Funds that appears in a publication such as those
mentioned above may be included in advertisements and in reports to
Shareholders.
Information about the performance of a Fund is based on a Fund's record up to
a certain date and is not intended to indicate future performance. Yields and
total returns of a Fund will fluctuate. Any fees charged by the Participating
Organizations to their customers in connection with investment in a Fund are not
reflected in the Eureka Funds' performance information.
Further information about the performance of a Fund is contained in that
Fund's annual report to Shareholders, which may be obtained without charge by
contacting the Eureka Funds at the address below.
MISCELLANEOUS
Shareholders will receive unaudited semi-annual reports describing the
investment operations of their Fund(s) and annual financial statements audited
by independent public accountants.
Inquiries regarding the Eureka Funds may be directed in writing to the Eureka
Funds at the following address: The Eureka Funds, P.O. Box 182792, Columbus,
Ohio 43218-2792.
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<PAGE> 24
INVESTMENT ADVISER
SANWA BANK CALIFORNIA
Investment Management Department
601 S. Figueroa Street
Los Angeles, California 90017
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
AUDITORS
Ernst & Young
10 West Broad Street
Columbus, Ohio 43215
CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary........................ 2
Fee Table................................. 3
Investment Objective and Policies......... 4
Valuation of Shares....................... 10
How to Purchase and Redeem Shares......... 11
Dividends and Taxes....................... 15
Management of Eureka Funds................ 17
General Information....................... 19
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE EUREKA
FUNDS OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
EUREKA FUNDS OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
MONEY MARKET FUNDS
------------------------
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
BOND FUND
------------------------
Eureka Investment Grade Bond Fund
BALANCED FUND
------------------------
Eureka Global Asset Allocation Fund
STOCK FUND
------------------------
Eureka Equity Fund
TRUST SHARES
SANWA BANK CALIFORNIA
INVESTMENT ADVISER
BISYS FUND SERVICES, INC.
ADMINISTRATOR
AND DISTRIBUTOR
PROSPECTUS DATED
[ ], 1997
