SECURITIES MANAGEMENT & TIMING FUNDS
N-30D/A, 1999-09-21
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Dear Fellow Shareholder,

         We are pleased to present the first annual  report for the SMT Fund for
the year ending May 31, 1999.

         Moderate but consistent  growth, low inflation and better than expected
corporate  earnings  provided a positive  environment for U.S. stock  investors.
These factors,  along with  significant  flows of cash into equity mutual funds,
helped the  unmanaged  S&P 500 Index  post a 18.91%  gain  during the  reporting
period compared to 33.14% for the SMT Fund.

         With longer-term  indicators  pointing to an overvalued market, the SMT
Fund will  continue  to keep a tight rein on the  periods it invests in equities
and always remain prepared to quickly move into cash when our short-term  system
turns bearish.

         If you have any questions,  please call us at  1-877-SMT-FUND.  We look
forward to serving your investment needs for many years to come.

Sincerely,



Craig M. Pauly
President


<PAGE>

________________________________________________________________________________

                         GROWTH OF A $10,000 INVESTMENT

[Graph comparing the growth of a $10,000 investment in the Fund to the growth of
a $10,000 investment in the S&P 500 for the period from 6/5/98 through 5/31/99]
________________________________________________________________________________

                          Total Return for the Period
                            From Inception (6/5/98)
                                   to 5/31/99


                              The SMT Fund 33.14%
                                 S&P 500 18.91%

              Past performance does not predict future performance
            The value of your shares may fluctuate and be worth more
          or less than their original cost at the time of redemption.




<PAGE>

SMT FUND
- --------
SCHEDULE OF INVESTMENTS
- -----------------------
As of May 31, 1999


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

Common Stocks - 95.89%
- ----------------------
Airlines - 7.40%
     Delta Airlines                    $10,900      $625,388
     UAL Corporation *                   8,900       598,525

Banks - 3.73%
     Bank One Corporation               10,900       616,537

Communication - 7.92%
     MCI Worldcom Inc. *                 7,300       630,537
     Qwest Communication *              16,000       679,000

Computer Equipment/Service - 11.72%
     America Online Inc. *               5,300       632,687
     Lucent Technology                  10,900       619,937
     Tellabs Inc. *                     11,700       684,450

Computer Systems - 15.13%
     Cisco Systems, Inc. *               5,800       631,475
     Hewlett-Packard Co.                 6,700       631,894
     International Business Machine      5,300       616,456
     Sun Microsystems *                 10,400       621,400

Conglomerate - 3.75%
     General Electric                    6,100       620,294

Discount/Brokerage Service  - 7.72%
     Charles Schwab                      6,100       645,456
     Donaldson Lufkin & Jenrette Inc.    9,400       629,800



                        *Non-income producing securities.
<PAGE>



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


Drugs & Health Care - 7.78%
     Lilly Eli & Company                 9,300       664,369
     Merck & Company, Inc.               9,200       621,000

Financial Services - 15.69%
     Citigroup Inc.                      9,700      $642,625
     American Express Co.                5,300       642,294
     Equitable Companies Inc.            9,300       652,744
     Morgan Stanley, Dean Witter
     & Co.                               6,800       656,200

Semiconductors - 11.35%
     Applied Materials *                11,400       626,287
     Intel Corporation                  11,800       637,938
     Texas Instruments                   5,600       612,500

Telecommunications - 3.70%
     Nokia Corporation                   8,600       610,600


Total Common Stocks                             $ 15,850,393
                                                  ----------
     (cost $15,792,247)

Money Market- 100.03 %
- ----------------------
Firstar Bank Treasury Fund
Total Money  Market                            $ 16,534,954
                                                -----------
     (cost $16,534,954)

Total Investments -195.92%
- ----------------------------
     (Identified cost $32,327,201)              $32,385,347
                                                -----------

Other Assets and Liabilities, Net - (95.92)%    (15,855,357)
- --------------------------------------------    ------------

Net Assets - 100%                              $ 16,529,990
                                               ============


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

<PAGE>


SMT FUND
- --------
STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------
As of May 31, 1999


ASSETS

     Investments, at value (cost $32,327,201) ................      $ 32,385,347
     Receivable interest......................................            36,907
     Receivable dividend......................................             2,171
     Receivable for shares of beneficial interest sold .......           107,146
     Receivable for investments sold..........................        16,329,254
     Deferred organization costs .............................            35,212
                                                                        --------
     Total assets ............................................        48,896,037

LIABILITIES

     Payable for investments purchased........................        32,249,667
     Payable for commissions due..............................            23,744
     Payable  for shares purchased............................            30,000
     Accrued management fees..................................            61,309
     Accrued other fees.......................................             1,327
                                                                      ----------
     Total liabilities .......................................        32,366,047

NET ASSETS ...................................................    $   16,529,990
                                                                    ============

Net assets consist of:
     Paid-in capital .........................................        14,701,857
     Net unrealized appreciation  in value of investments.....            58,146
     Accumulated undistributed net realized gain on investments        1,769,987
                                                                     -----------
     Net assets ..............................................     $  16,529,990
                                                                     ===========

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized).............................         1,349,619

Net asset value, offering
     and redemption price per share ..........................           $ 12.25

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


<PAGE>

SMT FUND
- --------
STATEMENT OF OPERATIONS
- -----------------------
For the period June 5, 1998 (commencement of investment operations)
to May 31, 1999


INVESTMENT INCOME
Income:
     Interest ................................................       $   319,240
     Dividends ...............................................            12,749
                                                                         -------
          Total net income ...................................           331,989
                                                                         -------

Expenses:
     Management fees expense..................................           531,976
     Trustee fee expense .....................................             3,245
     Organization expense.....................................             8,207
                                                                          ------
         Total expenses.......................................           543,428
                                                                        --------
NET INVESTMENT INCOME (LOSS)..................................         (211,439)
                                                                       ---------

REALIZED AND UNREALIZED GAIN(LOSS)
      ON INVESTMENTS
     Net realized gain on investments.........................         2,961,344
     Change in unrealized appreciation of investments ........            58,146
                                                                          ------
INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS ...............................     $   2,808,051
                                                                    ============


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


<PAGE>

SMT FUND
- --------
STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------
For the period June 5, 1998 (commencement of investment operations)
to May 31, 1999


INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income ...................................       $ (211,439)
     Net change in unrealized appreciation  of investments.....           58,146
     Net realized gain on investments ........................         2,961,344
                                                                       ---------
     Increase in net assets resulting from operations ........         2,808,051
                                                                       ---------
Dividends and distributions to shareholders from:
     Net realized gains ......................................         (979,918)
                                                                       ---------
Total increase  ..............................................         1,828,133

Capital share transactions:
     Proceeds from shares sold ...............................        15,962,586
     Dividend reinvested......................................           979,918
     Cost of shares redeemed..................................       (2,240,647)
                                                                     -----------
     Increase in net assets resulting from capital share transactions 14,701,857
                                                                      ----------
TOTAL INCREASE IN NET ASSETS..................................        16,529,990


NET ASSETS:
     Beginning of period .....................................           ---
     End of period (including accumulated undistributed net
          investment income $0) .............................       $ 16,529,990
                                                                      ==========

Shares of capital stock of the Fund sold and redeemed:
     Shares sold .............................................         1,451,269
     Shares reinvested........................................            87,885
     Shares redeemed..........................................         (189,535)
                                                                       ---------
   NET INCREASE IN NUMBER
     OF SHARES OUTSTANDING ...................................         1,349,619
                                                                      ==========


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


<PAGE>



SMT FUND
- --------
FINANCIAL HIGHLIGHTS
- --------------------


                                                                     Year
                                                                     Ended
                                                                    May 31,
                                                                     1999

PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ...................................     $ 10.00
from investment
     Operations:
     Net investment income ...................................       (0.22)
     Net realized and unrealized
          gain (loss) on investments..........................        3.44
                                                                      ----
     Total from investment income ............................        3.22
Less distributions:
     Dividends from realized gains............................       (0.97)
     Dividend from net investment income......................        0.00
                                                                      ----
Total distribution ...........................................       (0.97)

Net asset value at end of period .............................    $  12.25
                                                                    ======

TOTAL RETURN (a)..............................................       33.14%

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period................................  $16,529,990

 Ratio of expenses to average net assets (b)..................        4.99


Ratio of net investment income to average net assets:.........       (1.94%)


     Portfolio turnover ......................................   10,710.86%



(a)  For the period June 5, 1998 (commencement of operations) to May 31, 1999.
(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 May 31, 1999, the unamortized balance was $35,212.

         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.

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  pays all of the  operating  expenses  of the  Fund  except
brokerage, taxes, interest, fees and expenses on non-interested persons trustees
and extraordinary expenses. At May 31, 1999 the Adviser has earned $531,976. The
officers of the Adviser are also officers,  directors,  and  shareholders of the
Fund.

The Fund 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 period ended May 31, 1999,  purchases and sales proceeds from investment
securities, excluding short-term investments were as follows:

                                        Purchases           Sales
The SMT Fund                          $ 328,443,626     $ 315,612,723

Note 5- Unrealized Appreciation (Depreciation)

At May 31, 1999, the composition of unrealized appreciation (the excess of value
over tax  cost) and  depreciation(the  excess  of tax cost  over  value)  was as
follows:
<TABLE>

<S>  <C>                        <C>                  <C>                        <C>
                                                                  Net Appreciation
      Fund                    Appreciation             Depreciation             (Depreciation)
      ------------            ------------             ------------             --------------
      SMT Fund                   $ 91,405             $   (33,259)              $   58,146

</TABLE>

Note 6- Reclassification of Capital Accounts

In accordance  with AICPA  Statement of Position  93-2,  the  components of nets
assets of the Fund have been  reclassified to the extent that the net investment
loss of  ($211,439)  sustained  during  the  period  ended May 31,  1999,  which
represents a permanent difference for income tax purposes, has been reclassified
as a decrease in accumulated undistributed net realized gain on investments.


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Trustees
The SMT Fund

We have audited the accompanying  statement of assets and liabilities of the SMT
Fund, including the schedule of portfolio  investments,  as of May 31, 1999, and
the related  statement of operations  for the year then ended,  the statement of
changes in net assets for the year then ended, and financial  highlights for the
period from June 5, 1998  (commencement  of  operations)  to May 31, 1999 in the
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held as
of May 31, 1999 by  correspondence  with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
SMT Fund as of May 31,  1999,  the results of its  operations  for the year then
ended,  the changes in its net assets for the year then ended, and the financial
highlights for the period from June 5, 1998  (commencement of operations) to May
31,  1999 in the period  then  ended,  in  conformity  with  generally  accepted
accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
June 22, 1999

<PAGE>


Year 2000 Issue: (Unaudited)

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
have 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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