SECURITIES MANAGEMENT & TIMING FUNDS
N-30D, 1999-01-29
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SMT FUND
- --------
SCHEDULE OF INVESTMENTS
- -----------------------
As of November 30, 1998 (Unaudited)



                                      Number           Market
                                     of Shares         Value
                                     ---------         -----
                                     

MONEY MARKET - 98.00%
- ---------------------

Star Bank Treasury  Fund            11,289,501      11,289,501

Total Money Market
     (Cost $11,289,501)                             11,289,501
                                                  -------------

Total Investments
     (Cost $11,289,501)                             11,289,501

Other Assets and Liabilities, Net - 2.00%              231,535    

Net Assets - 100%                                  $11,521,036
                                                   ===========


The accompanying notes are an integral part of these financial statements.

<PAGE>



SMT FUND
- --------
STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------
For the period-ended  November 30, 1998 (Unaudited)

ASSETS

     Investments, at value (cost $11,289,501) ................      $ 11,289,501
     Receivable interest......................................            31,548
     Receivable for shares of beneficial interest sold .......           200,000
     Deferred organization costs..............................            39,327
                                                                          ------
     Total assets ............................................        11,560,376

LIABILITIES

     Accrued management fees..................................            38,631
     Accrued trustee fees.....................................               344
     Accrued miscellaneous expenses ..........................               365
                                                                          ------

      Total liabilities.......................................            39,340
                                                                          ------

NET ASSETS ...................................................     $  11,521,036
                                                                     ===========

Net assets consist of:
     Paid-in capital .........................................        10,515,698
     Undistributed net investment income .....................          (64,838)
     Accumulated net realized gain on investments ............         1,070,176
     Net assets ..............................................     $  11,521,036
                                                                     ===========

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized).............................           997,263

Net asset value, offering
     and redemption price per share ..........................           $ 11.55


  The accompanying notes are an integral part of these financial statements.


<PAGE>


SMT FUND
- --------
STATEMENT OF OPERATIONS
- -----------------------
For the period June 4, 1998 (commencement of investment  operations) to November
30, 1998 (Unaudited)


INVESTMENT INCOME
Income:
     Interest ................................................       $   119,629
     Dividends ...............................................             2,725
                                                                         -------
          Total net income ...................................           122,354
                                                                         -------

EXPENSES:
     Management fees expense..................................           181,647
     Trustee fee expense .....................................             1,094
     Organization expense.....................................             4,092
     Other expenses ..........................................               359
                                                                         -------
        Total net expenses....................................           187,192
                                                                         -------

NET INVESTMENT INCOME  .......................................          (64,838)
                                                                        --------

REALIZED AND UNREALIZED GAIN/LOSS
     ON INVESTMENTS
     Net realized gain on investments.........................         1,070,176
                                                                       ---------

INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS ...............................      $  1,005,338
                                                                     ===========


 The accompaying notes are an integral part of these financial statements.


<PAGE>



SMT FUND
- --------
STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------
For the period June 4, 1998 (commencement of investment  operations) to November
30, 1998 (Unaudited)


INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income ...................................        $ (64,838)
     Net realized gain on investments ........................         1,070,176
     Increase in net assets resulting from operations ........         1,005,338

Capital share transactions:
     Proceeds from shares sold.................................       10,847,686
     Cost of shares redeemed...................................        (331,988)
                                                                       ---------
         
Increase in net assets
    resulting from capital share transactions .................       10,515,698
                                                                      ----------
                                                                              
TOTAL INCREASE IN NET ASSETS...................................       11,521,036
                                                                      ==========


NET ASSETS:
     Beginning of period ......................................           ---
     End of period (including undistributed net
          realized gains on investments) ......................     $ 11,521,036
                                                                      ==========

Shares of capital stock of the Fund sold and redeemed:
     Shares sold ..............................................        1,027,916
     Shares redeemed...........................................         (30,653)
                                                                        --------
   NET INCREASE IN NUMBER
     OF SHARES OUTSTANDING ....................................          997,263
                                                                        ========


The accompanying notes are an integral part of these financial statements.


<PAGE>



SMT FUND
- --------
FINANCIAL HIGHLIGHTS  
- --------------------  
(Unaudited) 

                                                                    Period
                                                                     Ended
                                                                 November 30,
                                                                    1998
                                                                    ----

PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ...................................   $ 10.00     
 Income from investment
     Operations:
     Net investment income ...................................     (0.09)   
     Net realized and
        unrealized gain (loss) on investments.................      1.64
                                                                   ------
Total from investment income .................................      1.55

Net asset value at end of period .............................  $  11.55
                                                                   ======

TOTAL RETURN (b)..............................................     31.26%

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period................................ 11,521,036

     Ratio of total expenses to
          average net assets (b)..............................      4.68%
         Ratio of net investment
          income to average net assets (b)....................    (1.62%)

     Portfolio turnover ......................................  7495.27%


(a)  For the period June 04, 1998  (commencement  of operations) to November 30,
     1998.
(b)  Annualized.





<PAGE>



NOTES TO FINANCIAL STATEMENTS
- -----------------------------

Note 1 - General

The SMT Fund (the "Fund") was organized as a series of  Securities  Management &
Timing Funds, an Ohio business trust  (the"Trust") on February 20, 1998. The SMT
Fund is a diversified,  open-end  mutual fund whose  investment  objective is to
provide long term capital appreciation. The Fund seeks to achieve this objective
by following a market timing strategy which is based on a proprietary investment
model developed by Securities Management & Timing, Inc., the Fund's adviser. The
Fund attempts to be "in the market" (invested in a broad range of common stocks)
when the  market is rising and "out of the  market"  (invested  in money  market
instruments) when the market is declining.

The  Adviser's  market  timing  strategy  uses  a  proprietary,  computer-driven
technical  model  that  generates  buy and  sell  signals.  When  the  technical
indicators  in the model  generate  a buy  signal,  the Fund will  substantially
invest in a broad range of high quality stocks selected by the Adviser. When the
indicator  generates a sell  signal,  the stocks  will be sold and the  proceeds
invested in money market instruments.

Note 2 - Significant Accounting Policies

The following is a summary of the significant  accounting  policies  followed by
the Fund in the preparation of its financial statements.

         A)   Security Valuations

Securities  which are traded on any  exchange or on the NASDAQ  over-the-counter
market are valued at the last quoted sale  price.  Lacking a last sale price,  a
security is valued at its last bid price except when, in the Adviser's  opinion,
the  last bid  price  does  not  accurately  reflect  the  current  value of the
security. All other securities for which over-the-counter  market quotations are
readily available are valued at their last bid price. When market quotations are
not readily  available,  when the Adviser determines the last bid price does not
accurately  reflect the current value or when  restricted  securities  are being
valued,  such  securities are valued as determined in good faith by the Adviser,
subject to review of the Board of Trustees of the Trust.

         B)   Securities Transactions and Related Income

Securities  transactions are recorded on a trade date. Realized gains and losses
from securities transactions are recorded on the identified cost basis. Interest
income is recorded on the accrual  basis and dividend  income is recorded on the
ex-dividend date.

         C)   Dividends and Distributions to Shareholders

The Fund intends to distribute substantially all of its net investment income as
dividends to its  shareholders on an annual basis, and intends to distribute its
net  long-term  capital gains and its  short-term  capital gains at least once a
year.  However,  to the  extent  that net  realized  gains of the Fund  could be
reduced by any capital loss carry-overs, such gains will not be distributed.

         D)   Federal Income Taxes

It is the policy of the Fund to meet the  requirements  of the Internal  Revenue
Code applicable to regulated  investment  companies and to distribute all of its
taxable income to its shareholders.


         E)   Expenses

Organizational   costs   represent   costs  incurred  in  connection   with  the
organization and the initial public offering of the Fund.  Organizational  costs
are deferred and will be amortized on a straight-line  basis over five years. In
the event that the original  shareholder (or any subsequent  transferee) redeems
any of its original capital (seed capital) prior to these  organizational  costs
being fully  amortized,  the  redemption  proceeds will be reduced by a pro-rata
portion of any then unamortized organizational costs.
At November 30, 1998, the unamortized balance was $39,327.

         F)   Estimates

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.
<PAGE>

Note 3 - Agreements and Other Transactions with Affiliates

The Fund retains Securities Management & Timing, Inc., (the "Adviser") to manage
the Fund's investments. The Fund is authorized to pay the Adviser a fee equal to
an annual  average  rate of 4.95% of its  average  daily net  assets,  minus the
amount by which the Fund's total expenses  (including  organizational  expenses,
but excluding  brokerage,  taxes,  interest and extraordinary  expenses) exceeds
4.99%.  The  Adviser  pay  all of the  operating  expenses  of the  Fund  except
brokerage, taxes, interest, fees and expenses on non-interested persons trustees
and extraordinary expenses. At November 30, 1998 the Adviser received $181,647.

The Funds retains Unified Fund Services,  Inc., (the  "Administrator") to manage
the Fund's business affairs and provide the Fund with  administrative  services,
including all regulatory reporting and necessary office equipment, personnel and
facilities.  The Fund also retains  Unified Fund  Services,  Inc.  (the Transfer
Agent) to serve as transfer agent, dividend paying agent and shareholder service
agent. For its services as Administrator, Unified Fund Services, Inc. receives a
monthly fee from the  Adviser  equal to an annual  average  rate of 0.08% of the
Fund's  average daily net assets,  subject to an annual  minimum fee of $17,500.
The Fund retains Unified Management  Corporation,  (the"Distributor")  to act as
the  principal   distributor  of  the  Fund's   shares.   The  services  of  the
Administrator,  Transfer Agent,  and Distributor are operating  expenses paid by
the Adviser.

Note 4- Securities Transactions

For the six months ended  November 30, 1998,  purchases and sales  proceeds from
investment securities, excluding short-term investments were as follows:

                                        Purchases           Sales
                                        ---------           -----
The SMT Fund                          $ 88,770,320      $ 89,840,496

Note 5- Unrealized Appreciation (Depreciation)

At November 30, 1998, the Fund had no unrealized appreciation  (depreciation) of
investment securities.

Year 2000 Issue. Like other mutual funds,  financial and business  organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer systems used by the Adviser,  Administrator or other service  providers
to the Fund do not properly process and calculate  date-related  information and
data from January 1, 2000. This is commonly known as the "Year 2000 Issue".  The
Adviser  and  Administrator  have taken steps that they  believe are  reasonably
designed to address the Year 2000 Issue with  respect to computer  systems  that
are used and to obtained  reasonable  assurances that comparable steps are being
taken by the Fund's major service providers. At this time, however, there can be
no assurance  that these steps will be sufficient to avoid any adverse impact on
the Fund. In addition, the Adviser cannot make any assurances that the Year 2000
issue will not  affect  the  companies  in which the Fund  invests or  worldwide
markets and economies.



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