SECURITIES MANAGEMENT & TIMING FUNDS
N-30D/A, 2000-08-04
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Dear SMT Fund Shareholder,

The performance of the SMT Fund relative to market indices for the period ending
May 31, 2000 was as follows:


<TABLE>
<S>                           <C>                 <C>             <C>                <C>
                                                  CALENDAR                         SINCE INCEPTION
                              QUARTER            YEAR-TO-DATE     ONE YEAR          (ANNUALIZED)
                              (3/01/00-5/31/00)  (1/1/00-5/31/00) (5/31/99-5/31/00) (6/5/98-5/31/00)
                              -----------------  ---------------- ----------------- ----------------

The SMT Fund                  -10.77%               -7.05%           -7.34%            23.37% (11.12%)


S&P 500                         4.29%               -2.82%           10.47%            33.70% (15.70%)


Dow Jones Industrial Avg.       3.89%               -8.48%           -0.35%            18.62% (8.95%)

NASDAQ                        -27.59%              -16.43%           40.58%            92.15% (38.80%)

</TABLE>


The  differential in performance  between the SMT Fund and the above indices was
primarily due to being mostly out of the market during the last quarter of 1999,
during which time the markets appreciated significantly.

As I discussed in the 1999 year end letter,  the  component of the timing system
that kept the fund in cash during that period was based on traditional valuation
measures, such as price earnings ratios,  breadth, and volatility.  Historically
these  measures  have been  reliable for  determining  limits to extreme  market
valuations.  In today's  economic and market  environment  these indicators have
been proven less reliable  hence the removal of this  component of the system at
the end of 1999.

The SMT Fund invested  primarily in NASDAQ  stocks  during the past year.  Apart
from the fourth  quarter of 1999,  for which the above changes were made, we are
very pleased with fund performance. This was highlighted during the last (March,
April, May) quarter when the SMT Fund avoided significant  declines  experienced
by the NASDAQ.

                     SMT FUND      S&P 500       DJIA       NASDAQ
                     --------      -------       ----       ------

31-Mar-2000           -0.47%         9.8%        7.8%       -2.59%
30-Apr-2000           -2.51%        -3.0%       -1.7%      -15.52%
31-May-2000           -6.60%        -2.1%       -2.0%      -11.89%


There were two major  themes in the  financial  markets  during  this  reporting
period:

o    Significant  volatility during the last six months - many technology stocks
     that soared during 1999 came crashing back to earth in early 2000.

o    Investors  increasingly focused on corporate profits of old economy stocks,
     and many  companies  that failed to deliver  profits to their  shareholders
     were punished.



SMT has just completed an extensive strategic planning process. This process has
clearly defined  company  objectives to most  effectively  serve our clients and
shareholders.   The   resultant   changes   focused  on  improving   technology,
organizational structure, and client relations.

Technologically,  we have contracted with a Denver based inter-net firm to build
a site through which we can more effectively communicate fund information.  This
will be an extensive  project that will be finished  sometime  before the end of
2000.  Internally,  our market data now comes  directly from New York over a T-1
providing extremely accurate and timely data.

Over the past year SMT has  added  three  new  names to its  team.  Ken  Eiseler
started  in  December  of 1999 as  Senior  Equities  Analyst.  Jerri  Kindlinger
replaced  Tina Partlo when she retired  from the  position of office  manager in
April. Chris Allard is the newest person, having started in June. Chris has many
responsibilities,  but is primarily  coordinating efforts to enhance information
distribution, sales development and shareholder contact.

U.S.  and foreign  markets may remain  volatile  for some time because of rising
interest  rates and  because of  difficulties  the  markets  have had in valuing
high-growth  technology  companies.  While the Fed  traditionally  refrains from
raising  interest  rates during  presidential  elections,  it has made clear its
intention  to continue  raising  rates as  necessary  to ensure  that  inflation
remains in check.  Technology  and  telecommunications  companies  in the United
States and elsewhere are producing  innovative  new products and  infrastructure
that could result in many years of above average growth.  While further Fed rate
hikes  could put  pressure  on more  traditional  sectors of the  economy,  many
industry  leading  technology  companies have little debt,  making them somewhat
immune to the effects of rising  interest  rates.  The SMT Fund will continue to
invest in market-leading sectors with the potential to appreciate.

As always the objective of everyone at SMT is to provide our  shareholders  with
the utmost in integrity and service.  We look forward to many years of continued
partnership.

Very Truly Yours,


Craig M. Pauly
President





<PAGE>


                                [OBJECT OMITTED]

                     Growth of a $10,000 Investment (graph)
                     --------------------------------------

                         The SMT Fund        $ 12,337
                         The S&P 500         $ 13,370






--------------------------------------------------------------------------------
                           Average Annual Total Return
                              For the Period Ending
                                     5/31/00

         Since Inception                     11.12%
         (6/5/98)

         One Year                            -7.34%


 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, 2000



                                                            Number      Market
                                                           of Shares    Value


Holding Company Depositary Receipts - 48.23%
============================================

Biotech Holders Trust Depository                            17,000  $ 2,218,500
Internet Holders Trust Depository                           21,000    2,235,188
                                                                      ----------
Total Holding Company
---------------------
     (Cost $4,455,016)                                                4,453,688
                                                                      ----------


Long -Term Unit Investment Trust - 51.24%
=========================================

NASDAQ 100 Trust Unit Service 1                             57,000    4,731,000
                                                                      ----------
Total Long-Term Unit Investment Trust
-------------------------------------
     (Cost $4,633,445)                                                4,731,000
                                                                      ----------


Money Market - 0.10%
====================

Firstar Bank Treasury  Fund                                 9,436      $ 9,436
                                                                        -------
5.35%
Total Money Market
------------------
     (Cost $9,436)                                                        9,436
                                                                        -------

Total Investments - 99.57%
--------------------------
     (Cost $9,097,897)                                                9,194,124

Other Assets and Liabilities, Net - 0.43%                                39,566
=========================================

Net Assets - 100%
----------------                                                   $  9,233,690
                                                                    ============




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


<PAGE>

SMT FUND
STATEMENT OF ASSETS AND LIABILITIES
As of May 31, 2000


ASSETS

     Investments, at value (cost $ 9,097,897) ................       $ 9,194,124
     Receivable interest......................................            25,772
     Receivable other ........................................            70,392
     Deferred organization costs..............................            26,029
                                                                       ---------
     Total assets ............................................         9,316,317

LIABILITIES

     Accrued management fees..................................            13,816
     Accrued other fees.......................................             4,019
     Payable to custodian.....................................            64,792
                                                                          ------
     Total liabilities .......................................            82,627

NET ASSETS ...................................................     $   9,233,690
                                                                     ===========

Net assets consist of:
     Paid-in capital .........................................        12,197,118
     Net unrealized appreciation  in value of investments ....            96,227
     Accumulated undistributed net realized gain on investments      (3,059,655)
                                                                     -----------
     Net assets ..............................................      $  9,233,690
                                                                      ==========

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized).............................         1,591,953

Net asset value, offering
     and redemption price per share ..........................            $ 5.80






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


<PAGE>



SMT FUND
STATEMENT OF OPERATIONS
For  the year ended May  31,  2000



INVESTMENT INCOME
Income:
     Interest ................................................       $   352,665
     Dividends ...............................................            28,372
                                                                         -------
          Total investment income ............................           381,037
                                                                       ---------

Expenses:
     Management fees expense..................................           688,893
     Trustee fee expense .....................................             7,502
     Organization expense.....................................             9,183
     Miscellaneous expense....................................             1,019
                                                                     -----------
     Total expenses...........................................           706,597
                                                                     -----------
NET INVESTMENT INCOME (LOSS)..................................         (325,560)
                                                                     -----------

REALIZED AND UNREALIZED GAIN(LOSS)
     ON INVESTMENTS
     Net realized gain (loss) on investments..................         (574,477)
     Change in unrealized appreciation of investments ........            38,081
                                                                   -------------
         Net realized and unrealized gain (loss) on investments        (536,396)

INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS ...............................     $   (861,956)
                                                                    ============






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


<PAGE>



SMT FUND
STATEMENT OF CHANGES IN NET ASSETS For the Year ended May 31, 2000

<TABLE>
<S>                                                                  <C>                        <C>

                                                                          Year                        Year
                                                                          Ended                       Ended
                                                                         May 31,                      May 31,
                                                                          2000                         1999
                                                                          ----                         ----

INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss).............................        $  (325,560)                    $  (211,439)
     Net change in unrealized appreciation  of investments ...             38,081                          58,146
     Net realized gain (loss) on investments .................           (574,477)                      2,961,344
                                                                         ---------                       ---------
     Increase (decrease) in net assets resulting from operations         (861,956)                      2,808,051
                                                                         ---------                       --------

Dividends and distributions to shareholders from:
     Net realized gains ......................................         (3,929,604)                       (979,918)
                                                                         ---------                      ---------
Total decrease in net assets resulting from distributions.....         (3,929,604)                       (979,918)

Capital share transactions:
     Proceeds from shares sold ...............................          9,063,507                       15,962,586
     Dividend reinvested .....................................          3,929,604                          979,918
     Cost of shares redeemed......................                    (15,497,851)                      (2,240,647)
                                                                       ------------                     -----------
         Increase (decrease) in net assets resulting from capital share
      transactions ...........................................         (2,504,740)                       14,701,857
                                                                        ----------                      ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.......................         (7,296,300)                       16,529,990


NET ASSETS:
     Beginning of period .....................................         16,529,990                             -----
     End of period (including accumulated undistributed net
          investment income $0 and $0 respectively) .........         $ 9,233,690                       $ 16,529,990
                                                                       =========                        ============

Shares of capital stock of the Fund sold and redeemed:
     Shares sold .............................................          1,218,559                          1,451,269
Shares reinvested.............................................            609,415                             87,885
     Shares redeemed..........................................         (1,585,640)                          (189,535)
                                                                       -----------                        ----------
   NET INCREASE IN NUMBER
     OF SHARES OUTSTANDING ...................................            242,334                          1,349,619
                                                                       ===========                        ==========






The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>



SMT FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<S>                                                             <C>                <C>

                                                                     Year            Year
                                                                     Ended           Ended
                                                                    May 31,         May 31,
                                                                     2000           1999(a)
                                                                     -----          -------

PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ...................................      $ 12.25         $ 10.00
          Income from investment
     Operations:
     Net investment income ...................................        (0.21)         (0.22)
     Net realized and unrealized
          gain (loss) on investments..........................        (0.08)          3.44
                                                                      -----           ----
     Total from investment income ............................        (0.29)          3.22
Less distributions:
     Dividends from realized gains ..........................         (6.16)         (0.97)
     Dividend from net investment income......................         0.00           0.00
                                                                       ----           ----
Total distribution ..........................................         (6.16)          (0.97)

Net asset value at end of period .............................      $   5.80        $ 12.25
                                                                       =====          =====

TOTAL RETURN .................................................       (7.34)%          33.14%

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period................................    $ 9,233,690      $ 16,529,990

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

Ratio of net investment income to average net assets .........        (2.30%)        (1.94%) (b)


Portfolio turnover ...........................................      23,116.67%       10,710.86%



(a)  For the period June 5, 1998 (commencement of operations) to May 31, 1999.
(b)  Annualized.



The accompanying notes are an integral part of these financial statements.
</TABLE>



<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 a "higher  total  return over the long term than the total return of the
United States equity  markets." Prior to July 20, 1999 the investment  objective
was to provide  long term  capital  appreciation.  The Fund seeks to achieve its
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,  2000,  the
unamortized balance was $ 26,029.

         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. For the year ended May 31, 2000 the Adviser earned $
688,893.  The  officers  of  the  Adviser  are  also  officers,  directors,  and
shareholders of the Fund.

Note 4- Securities Transactions

The cost of securities for federal income tax purposes was $9,097,897 at May 31,
2000.

For the year ended May 31, 2000,  purchases and sales  proceeds from  investment
securities, excluding short-term investments were as follows:

                                        Purchases           Sales
The SMT Fund                          $ 833,372,764     $ 839,504,180

Note 5- Unrealized Appreciation (Depreciation)

For the year ended May 31, 2000, 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                                $ 114,046              $   (17,819)                 $   96,227

</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  ($325,560)  sustained  during  the  period  ended May 31,  2000,  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, 2000, and
the related statement of operations, the statement of changes in net assets, and
financial  highlights for the periods indicated.  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 audit.

We conducted our audit 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, 2000
by  correspondence  with the  custodian.  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, 2000, the results of its  operations,  the changes in its
net assets, and the financial highlights for the periods indicated in conformity
with generally accepted accounting principles.



McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
June 21, 2000




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