As filed with the Securities and Exchange Commission on September 29, 2000
Securities Act File No. 333-49831
Investment Company Act File No. 811-08745
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
(Check appropriate box or boxes.)
SCM INVESTMENT TRUST
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(Exact Name of Registrant as Specified in Charter)
105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (252) 972-9922
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C. Frank Watson, III
105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
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(Name and Address of Agent for Service)
With copies to:
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Jane A. Kanter
Dechert
1775 Eye Street, N.W.
Washington, DC 20006-2401
Approximate Date of Proposed Public Offering: As soon as practicable after the
Effective Date of this Amendment
--------------------------------
It is proposed that this filing will become effective: (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b);
[ ] on ________ (date) pursuant to paragraph (b);
[ ] 60 days after filing pursuant to paragraph (a)(1);
[ ] on ________ (date) pursuant to paragraph (a)(1);
[ ] 75 days after filing pursuant to paragraph (a)(2); or
[ ] on ________ (date) pursuant to paragraph (a)(2) of rule 485.
<PAGE>
SCM INVESTMENT TRUST
Contents of Registration Statement
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
SCM Strategic Growth Fund
-Part A - Prospectus
-Part B - Statement of Additional Information
Part C - Other Information and Signature Page
Exhibit Index
Exhibits
<PAGE>
PART A
======
CUSIP Number 809121106 NASDAQ Ticker SCMGX
________________________________________________________________________________
SCM STRATEGIC GROWTH FUND
A series of the
SCM Investment Trust
________________________________________________________________________________
PROSPECTUS
September 29, 2000
The SCM Strategic Growth Fund ("Fund") seeks long-term capital growth consisting
of any combination of realized and unrealized capital appreciation. Current
income will be of secondary importance.
Investment Advisor
------------------
Shanklin Capital Management, Inc.
1420 Osborne Street, Suite B16
Humboldt, Tennessee 38343
1-800-773-3863
www.scmfunds.com
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve
Board, or any other agency and are subject to investment risks including
possible loss of principal amount invested. Neither the Fund nor the Fund's
distributor is a bank. You should read the prospectus carefully before you
invest or send money.
<PAGE>
TABLE OF CONTENTS
Page
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THE FUND.......................................................................2
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Investment Objective.....................................................2
Principal Investment Strategies..........................................2
Principal Risks Of Investing In The Fund.................................4
Performance Information..................................................6
Fees And Expenses Of The Fund............................................7
MANAGEMENT OF THE FUND.........................................................8
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The Investment Advisor...................................................8
The Administrator........................................................9
The Transfer Agent.......................................................9
The Distributor..........................................................9
INVESTING IN THE FUND.........................................................10
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Minimum Investment......................................................10
Purchase And Redemption Price...........................................10
Purchasing Shares.......................................................10
Redeeming Your Shares...................................................12
OTHER IMPORTANT INVESTMENT INFORMATION........................................14
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Dividends, Distributions, And Taxes.....................................14
Financial Highlights....................................................15
Additional Information..........................................Back Cover
<PAGE>
THE FUND
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INVESTMENT OBJECTIVE
The SCM Strategic Growth Fund ("Fund") seeks long-term capital growth consisting
of any combination of realized and unrealized capital appreciation. Current
income will be of secondary importance.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will seek to achieve its objective by investing primarily in a flexible
portfolio of the following asset classes:
o equity securities,
o fixed income securities, and
o money market instruments.
Shanklin Capital Management, Inc. ("Advisor") will vary the percentage of Fund
assets invested in equities, fixed income securities, and money market
instruments according to the Advisor's judgment of market and economic
conditions, and based on the Advisor's view of which asset class can best
achieve the Fund's objectives. Under normal market conditions the portfolio
allocation range for the Fund will generally be:
% of Total Assets
-----------------
Equity securities 65 - 95%
Fixed income securities and
money market instruments 5 - 35%
Equity securities will be selected for investment based primarily on the
expected capital appreciation potential. Fixed income securities will be
selected for investment based primarily on their income potential. The capital
appreciation potential of those fixed income securities is of secondary
importance.
Under certain conditions, the Advisor may choose for temporary or defensive
purposes to invest up to 100% of the Fund's assets in cash and cash equivalents,
investment grade bonds of short maturities of one year or less, U.S. Government
Securities, repurchase agreements, or money market instruments, when the Advisor
determines that market conditions warrant such investments. When the Fund
invests in these investments as a temporary or defensive measure, it is not
pursuing its stated investment objective.
Equity Securities
The equity portion of the Fund's portfolio will be generally comprised of common
stocks and, to a lesser extent, securities convertible into common stocks. Such
securities generally will be traded on domestic U.S. exchanges or on
over-the-counter markets and will usually pay regular dividends. The Fund also
may invest in securities traded on regional stock exchanges or on the
over-the-counter market. Investment in foreign equity securities will be limited
to those available on domestic U.S. exchanges and denominated in U.S. dollars.
The Fund has not established any minimum investment standards, such as an
issuer's market capitalization, earnings history, type of industry, dividend
payment history, etc. with respect to investments in common stocks. In selecting
common stocks, however, the Advisor generally applies an investment discipline
that seeks to achieve a yield higher than the overall equity market. This often
results in the selection of securities of companies that would be considered
small to medium sized in terms of market capitalizations.
2
<PAGE>
The Advisor seeks to invest in equity securities of companies that exhibit the
following characteristics:
o reflect a strong financial position;
o possess responsible management and control groups; and
o provide comprehensive financial statements.
While equity securities are generally acquired for the long term, they may be
sold under some of the following circumstances when the Advisor believes that:
o the anticipated price appreciation has been achieved or is no longer
probable;
o alternative investments offer superior total return prospects; or
o fundamentals change adversely.
Fixed Income Securities
The Advisor generally allocates 100% of the fixed income portion of the Fund to
"duration" strategies using U.S. Treasury securities. Duration is a measure of
the weighted average maturity of the fixed income instruments held by the Fund
and can be used by the Advisor as a measure of the sensitivity of the market
value of the Fund to changes in interest rates. Generally, the longer the
duration of the Fund, the more sensitive its market value will be to changes in
interest rates. Occasionally, fixed income securities are selected based upon
investment analysis by the Advisor, attempting to identify securities that are
undervalued. For example, fixed income securities may be identified by the
Advisor as undervalued and may increase in price during the following
circumstances:
o the credit rating of the company is subject to an increase, which has the
potential to reduce the price spread to a comparable maturity U.S.
Treasury security; and
o The spread for a particular security is too large relative to similar
fixed income securities within similar maturities and credit quality.
In structuring the fixed income portion of the Fund, the Advisor examines spread
relationships between quality grades in determining the quality distribution,
and assesses the expected trends in inflation and interest rates in structuring
the maturity distribution. Not more than 50% of the total fixed income portion
of the portfolio (not more than 15% of the Fund's assets) will be invested in
fixed income securities rated below BBB or Baa by a nationally recognized
statistical rating organization (or if not rated, deemed by the Advisor to be of
equivalent quality). Securities rated below these ratings (or comparable unrated
securities) are commonly called "junk bonds" and are considered speculative.
Money Market Instruments
Money market instruments will typically represent a portion of the Fund's
portfolio to hold as funds awaiting investment, to accumulate cash for
anticipated purchases of portfolio securities, and to provide for shareholder
redemptions and operating expenses of the Fund.
Please see "Other Investment Policies" in the Statement of Additional
Information ("SAI") for a more complete discussion of these securities and other
investment options in addition to those mentioned above.
3
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
An investment in the Fund is subject to investment risks, including the possible
loss of the principal amount invested, and there can be no assurance that the
Fund will be successful in meeting its objective. Generally, the Fund will be
subject to the following risks:
o Market Risk: Market risk refers to the risk related to investments in
securities in general and the daily fluctuations in the securities markets.
The Fund's performances per share will change daily based on many factors,
including fluctuation in interest rates, the quality of the instruments in
the Fund's investment portfolio, national and international economic
conditions and general market conditions.
o Growth-Style Investing Risk: Different types of stocks tend to shift into
and out of favor with stock market investors depending on market and
economic conditions. Because the Fund focuses on growth-style stocks, the
Fund's performance may at times be better or worse than the performance of
stock funds that focus on other types of stocks, or that have a broader
investment style.
o Credit Risk: Credit risk is the risk that the issuer or guarantor of a debt
security or counterparty to the Fund's transactions will be unable or
unwilling to make timely principal and/or interest payments, or otherwise
will be unable or unwilling to honor its financial obligations. The Fund
may be subject to credit risk to the extent that it invests in debt
securities or engages in transactions, such as securities loans, which
involve a promise by a third party to honor an obligation to the Fund.
Credit risk is particularly significant to the Fund when investing a
portion of its assets in "junk bonds" or "lower-rated securities."
o Interest Rate Risk: The price of a fixed income security is dependent upon
interest rates. Therefore, the share price and total return of the Fund,
when investing a significant portion of its assets in fixed income
securities, will vary in response to changes in interest rates. A rise in
interest rates causes the value of fixed income securities to decrease, and
vice versa. There is the possibility that the value of the Fund's
investment in fixed income securities may fall because fixed income
securities generally fall in value when interest rates rise. Changes in
interest rates may have a significant effect on the Fund holding a
significant portion of its assets in fixed income securities with long-term
maturities.
o Maturity Risk: Maturity risk is another factor that can effect the value of
the Fund's debt holdings. In general, the longer the maturity of a fixed
income instrument, the higher its yield and the greater its sensitivity to
changes in interest rates. Conversely, the shorter the maturity, the lower
the yield but the greater the price stability.
o Small Sized Companies: Investing in the securities of small sized companies
generally involves substantially greater risk than investing in larger,
more established companies. This greater risk is, in part, attributable to
the fact that the securities of small size companies usually have more
limited marketability and, therefore, may be more volatile than securities
of larger, more established companies or the market averages in general.
Because small sized companies normally have fewer shares outstanding than
larger companies, it may be more difficult to buy or sell significant
amounts of such shares without an unfavorable impact on prevailing prices.
Another risk factor is that small sized companies often have limited
product lines, markets, or financial resources and may lack management
depth. Additionally, small sized companies are typically subject to greater
changes in earnings and business prospects than are larger, more
established companies. Small sized companies may not be well-known to the
investing public, may not be followed by the financial press or industry
analysts, and may not have institutional ownership. Small sized companies
may be more vulnerable than larger companies to adverse business or
economic developments.
4
<PAGE>
Although investing in securities of small sized companies offers potential
above-average returns if the companies are successful, the risk exists that
the companies will not succeed, and the prices of the companies' shares
could dramatically decline in value. Therefore, an investment in the Fund
may involve a substantially greater degree of risk than an investment in
other mutual funds that seek capital growth by investing in more
established, larger companies.
o Investment-Grade Securities Risk: Fixed income securities are rated by
national bond ratings agencies. Fixed income securities rated "BBB" by
Standard & Poor's ("S&P") or "Baa" by Moody's are considered
investment-grade securities, but are somewhat riskier than higher rated
investment-grade obligations because they are regarded as having only an
adequate capacity to pay principal and interest, and are considered to lack
outstanding investment characteristics and may be speculative.
o Junk Bonds or Lower-rated Securities Risk: Fixed income securities rated
below "BBB" and "Baa" by S&P or Moody's, respectively, are speculative in
nature and may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than higher rate fixed income
securities. They are usually issued by companies without long track records
of sales and earnings, or by those companies with questionable credit
strength. These fixed income securities are considered "below
investment-grade." The retail secondary market for these "junk bonds" may
be less liquid than that of higher-rated securities and adverse conditions
could make it difficult at times to sell certain securities or could result
in lower prices than those used in calculating the Fund's net asset value.
o Short-Term Investments: As a temporary defensive position, the Advisor may
determine that market conditions warrant investing in investment-grade
bonds, U.S. Government Securities, repurchase agreements, money market
instruments, and to the extent permitted by applicable law and the Fund's
investment restriction, shares of other investment companies. Under such
circumstances, the Advisor may invest up to 100% of the Fund's assets in
these investments. Since investment companies investing in other investment
companies pay management fees and other expenses relating to those
investment companies, shareholders of the Fund would indirectly pay both
the Fund's expenses and the expenses relating to those other investment
companies with respect to the Fund's assets invested in such investment
companies. To the extent the Fund is invested in short-term investments, it
will not be pursuing its investment objective.
5
<PAGE>
PERFORMANCE INFORMATION
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing (on a calendar year basis) the Fund's annual
total return for the calendar year 1999 and by showing (on a calendar year
basis) how the Fund's average annual returns for one year and since inception
compare to those of a broad-based securities market index. How the Fund has
performed in the past is not necessarily an indication of how the Fund may
perform in the future.
[Bar Graph Here]:
1999 14.94%
o During the 1-year period shown in the bar chart above, the highest return for
a calendar quarter was 11.97% (quarter ended December 31, 1999).
o During the 1-year period shown in the bar chart above, the lowest return for
a calendar quarter was -9.95% (quarter ended September 30, 1999).
o The year-to-date return as of the most recent calendar quarter was -1.85%
(quarter ended June 30, 2000).
--------------------------------------------- ----------------- ----------------
Average Annual Total Return Past Since
Period ended December 31, 1999 1 Year Inception*
--------------------------------------------- ----------------- ----------------
SCM Strategic Growth Fund 14.94% 5.60%
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Russell 3000 Index** 20.90% 18.98%
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* June 29, 1998, commencement of operations of the Fund.
** The Russell 3000 Index is an unmanaged index generally representative of
the U.S. market for small capitalization stocks.
6
<PAGE>
FEES AND EXPENSES OF THE FUND
These tables below describe the fees and expenses that you may pay if you buy
and hold shares of the Fund:
Shareholder Fees
(fees paid directly from your investment)
-----------------------------------------
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) .............................None
Redemption fee ......................................................None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
---------------------------------------------
Management Fees............................................0.85%
Distribution and/or Service (12b-1) Fees...................None
Other Expenses.............................................0.99%
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Total Annual Fund Operating Expenses............................1.84%*
Fee Waivers and/or Expense Reimbursement.......................(0.24)%
----
Net Expenses....................................................1.60%
====
* "Total Annual Fund Operating Expenses" are based upon actual
expenses incurred by the Fund for the fiscal year ended May
31, 2000. The Advisor has entered into a contractual agreement
with the Fund under which it has agreed to waive or reduce its
fees and to assume other expenses of the Fund, if necessary,
in an amount that limits "Total Annual Fund Operating
Expenses" (exclusive of interest, taxes, brokerage fees and
commissions, extraordinary expenses, and payments, if any,
under a Rule 12b-1 Plan) to not more than 1.60% of the average
daily net assets of the Fund for the fiscal year ending May
31, 2001. It is expected that the contractual agreement will
continue from year-to-year provided such continuance is
approved by the Board of Trustees. See the "Expense Limitation
Agreement" section below for more detailed information.
Example: This Example shows you the expenses you may pay over time by investing
in the Fund. Since all funds use the same hypothetical conditions, it should
help you compare the costs of investing in the Fund versus other funds. The
Example assumes the following conditions:
(1) You invest $10,000 in the Fund for the periods shown;
(2) You reinvest all dividends and distributions;
(3) You redeem all of your shares at the end of those periods;
(4) You earn a 5% total return; and
(5) The Fund's expenses remain the same.
Although your actual costs may be higher or lower, the following table shows you
what your costs may be under the conditions listed above as well as those upon
redemption.
---------------------- ------------- ------------- -------------- --------------
Period Invested 1 Year 3 Years 5 Years 10 Years
---------------------- ------------- ------------- -------------- --------------
Your Costs $163 $555 $973 $2,139
---------------------- ------------- ------------- -------------- --------------
7
<PAGE>
MANAGEMENT OF THE FUND
----------------------
THE INVESTMENT ADVISOR
Subject to the authority of the Board of Trustees, Shanklin Capital Management,
Inc., 1420 Osborne Street, Suite B16, Humboldt, Tennessee 38343, provides the
Fund with a continuous program of supervision of the Fund's assets, including
the composition of its portfolio, and furnishes advice and recommendations with
respect to investments, investment policies, and the purchase and sale of
securities pursuant to an Investment Advisory Agreement with the Trust
("Advisory Agreement").
The Advisor is registered under the Investment Advisers Act of 1940, as amended
("1940 Act"). Registration of the Advisor does not involve any supervision of
management or investment practices or policies by the Securities and Exchange
Commission ("SEC"). The Advisor was established as a Tennessee corporation in
1993 and is controlled by Tim L. Shanklin and Dan P. Shanklin. Both serve as
Trustees of the Trust. The Advisor currently has approximately $12 million in
assets under management and has been rendering investment counsel, utilizing
investment strategies similar to that of the Fund, to other individuals, pension
and profit sharing plans, trusts, and corporations since its formation.
Mr. Tim L. Shanklin, the Fund's portfolio manager, is responsible for the
day-to-day investment management of the Fund. Mr. Shanklin has in excess of nine
years of experience in the financial services industry, including approximately
two years as a Registered Representative in the brokerage business, another two
years as a financial analyst for a government entity, and, most recently, four
years as Principal of another registered investment advisory firm. Mr. Shanklin
has been with the Advisor since its formation.
The Advisor's Compensation. Compensation of the Advisor with regard to the Fund
is at the annual rate of 0.85% of the Fund's daily average net assets. For the
fiscal year ended May 31, 2000, the Advisor voluntarily waived $59,328 of its
advisory fee. As a result, the amount of compensation received by the Advisor as
a percentage of assets of the Fund during this fiscal year was 0.26% of the
Fund's daily average net assets.
Expense Limitation Agreement. In the interest of limiting expenses of the Fund,
the Advisor has entered into an expense limitation agreement with the Trust
("Expense Limitation Agreement"), pursuant to which the Advisor has agreed to
waive or limit its fees and to assume other expenses so that the total annual
operating expenses of the Fund (other than interest, taxes, brokerage
commissions, other expenditures which are capitalized in accordance with
generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of the Fund's business, and amounts, if any,
payable pursuant to a Rule 12b-1 Plan) are limited to 1.60% of the average daily
assets of the Fund for the fiscal year to end May 31, 2001. The Expense
Limitation Agreement shall continue from year-to-year provided such continuance
is specifically approved by a majority of the Trustees of the Trust who (i) are
not "interested persons" of the Trust or any other party to this Agreement, as
defined in the 1940 Act, and (ii) have no direct or indirect financial interest
in the operation of this Expense Limitation Agreement.
The Fund may, at a later date, reimburse the Advisor for the fees waived or
limited and other expenses assumed and paid by the Advisor pursuant to the
Expense Limitation Agreement during any of the previous five (5) fiscal years,
provided that the Fund has reached a sufficient asset size to permit such
reimbursement to be made without causing the total annual expense ratio of the
Fund to exceed the percentage limits stated above. Consequently, no
reimbursement by the Fund will be made unless: (i) the Fund's assets exceed $20
million; (ii) the Fund's total annual expense ratio is less than the percentage
stated above; and (iii) the payment of such reimbursement has been approved by
the Trust's Board of Trustees on a quarterly basis.
Brokerage Practices. In selecting brokers and dealers to execute portfolio
transactions, the Advisor may consider research and brokerage services furnished
to the Advisor or its affiliates. Subject to seeking the most favorable net
price and execution available, the Advisor may also consider sales of shares of
the Fund as a factor in the selection of brokers and dealers.
8
<PAGE>
THE ADMINISTRATOR
The Nottingham Company, Inc. ("Administrator") serves as the administrator and
fund accounting agent for the Fund. The Administrator assists the Advisor in the
performance of its administrative responsibilities to the Fund, coordinates the
services of each vendor of services to the Fund, and provides the Fund with
other necessary administrative, fund accounting, and compliance services. In
addition, the Administrator makes available the office space, equipment,
personnel, and facilities required to provide such services to the Fund. For
these services, the Administrator is compensated by the Trust pursuant to a Fund
Accounting and Compliance Administration Agreement.
THE TRANSFER AGENT
NC Shareholder Services, LLC ("Transfer Agent") serves as the Fund's transfer,
dividend paying, and shareholder servicing agent. As indicated later in the
section of this Prospectus, "Investing in the Fund," the Transfer Agent will
handle your orders to purchase and redeem shares of the Fund, and will disburse
dividends paid by the Fund. The Transfer Agent is compensated for its services
by the Trust pursuant to a Dividend Disbursing and Transfer Agent Agreement.
THE DISTRIBUTOR
Capital Investment Group, Inc. ("Distributor") serves as the distributor of the
Fund's shares. The Distributor may sell such shares to or through qualified
securities dealers or others.
Other Expenses. In addition to the advisory fees, the Fund pays all expenses not
assumed by the Fund's Advisor, including, without limitation: the fees and
expenses of its administrator, custodian, transfer and dividend disbursing
agent, independent accountants, and legal counsel; the costs of printing and
mailing to shareholders annual and semi-annual reports, proxy statements,
prospectuses, statements of additional information, and supplements thereto; the
costs of printing registration statements; bank transaction charges, and
custodian's fees; any proxy solicitors' fees and expenses; filing fees; any
federal, state, or local income and other taxes; any interest; any membership
fees of the Investment Company Institute and similar organizations; fidelity
bond and Trustees' liability insurance premiums; and any extraordinary expenses,
such as indemnification payments or damages awarded in litigation or settlements
made. All general Trust expenses are allocated among and charged to the assets
of each separate series of the Trust, such as the Fund, on a basis that the
Trustees deem fair and equitable, which may be on the basis of the relative net
assets of each series or the nature of the services performed and relative
applicability to each series.
9
<PAGE>
INVESTING IN THE FUND
---------------------
MINIMUM INVESTMENT
Shares of the Fund are sold and redeemed at net asset value. Shares may be
purchased by any account managed by the Advisor and any other broker-dealer
authorized to sell shares in the Fund. The minimum initial investment is $2,000
($100 for those participating in the Automatic Investment Plan). The minimum
additional investment is $500 ($50 for those participating in the Automatic
Investment Plan). The Fund may, in the Advisor's sole discretion, accept certain
accounts with less than the minimum investment.
PURCHASE AND REDEMPTION PRICE
Determining the Fund's Net Asset Value. The price at which you purchase or
redeem shares is based on the next calculation of net asset value after an order
is accepted in good form. An order is considered to be in good form if it
includes a complete and accurate application and payment in full of the purchase
amount. The Fund's net asset value per share is calculated by dividing the value
of the Fund's total assets, less liabilities (including Fund expenses which are
accrued daily), by the total number of outstanding shares of that Fund. The net
asset value per share of the Fund is normally determined at the time regular
trading closes on the New York Stock Exchange (currently 4:00 p.m. Eastern time,
Monday through Friday), except on business holidays when the New York Stock
Exchange ("NYSE") is closed.
In valuing the Fund's total assets, portfolio securities are generally valued at
their market value. Instruments with maturities of 60 days or less are valued at
amortized cost, which approximates market value. Securities for which
representative market quotations are not readily available are valued at fair
value as determined in good faith under policies approved by the Board of
Trustees of the Trust.
Other Matters. Purchases and redemptions of shares of the same class by the same
shareholder on the same day will be netted for the Fund. All redemption requests
will be processed and payment with respect thereto will normally be made within
seven days after the redemption order is received. The Fund may suspend
redemptions, if permitted by the 1940 Act, for any period during which the NYSE
is closed or during which trading is restricted by the SEC or if the SEC
declares that an emergency exists. Redemptions may also be suspended during
other periods permitted by the SEC for the protection of the Fund's
shareholders. Additionally, during drastic economic and market changes,
telephone redemption privileges may be difficult to implement. Also, if the
Trustees determine that it would be detrimental to the best interest of the
Fund's remaining shareholders to make payment in cash, the Fund may pay
redemption proceeds in whole or in part by a distribution-in-kind of readily
marketable securities.
PURCHASING SHARES
Regular Mail Orders. Payment for shares must be made by check or money order
from a U.S. bank and payable in U.S. dollars. If checks are returned due to
insufficient funds or other reasons, the Fund will charge a $20 fee or may
redeem shares of the Fund already owned by the purchaser to recover any such
loss. For regular mail orders, please complete the attached Fund Shares account
application and mail it, along with your check made payable to the "SCM
Strategic Growth Fund," to:
SCM Strategic Growth Fund
c/o NC Shareholder Services
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
10
<PAGE>
The application must contain your Social Security Number ("SSN") or Taxpayer
Identification Number ("TIN"). If you have applied for a SSN or TIN at the time
of completing your account application but you have not received your number,
please indicate this on the application. Taxes are not withheld from
distributions to U.S. investors if certain IRS requirements regarding the SSN
and TIN are met.
Bank Wire Orders. Purchases may also be made through bank wire orders. To
establish a new account or add to an existing account by wire, please call the
Fund at 1-800-773-3863, before wiring funds, to advise the Fund of the
investment, dollar amount, and the account identification number. Additionally,
please have your bank use the following wire instructions:
First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the SCM Strategic Growth Fund
Acct. # 2000001292831
For further credit to (shareholder's name and SSN or TIN)
Additional Investments. You may also add to your account by mail or wire at any
time by purchasing shares at the then current net asset value. The minimum
additional investment is $500. Before adding funds by bank wire, please call the
Fund at 1-800-773-3863 and follow the above directions for wire purchases. Mail
orders should include, if possible, the "Invest by Mail" stub which is attached
to your Fund confirmation statement. Otherwise, please identify your account in
a letter accompanying your purchase payment.
Additional Purchases By Phone (Telephone Purchase Authorization). Unless you
decline the telephone purchase privileges on your account application, you may
purchase additional shares by telephoning the Fund at 1-800-773-3863. The
minimum telephone purchase is $100 and the maximum is one (1) times the net
asset value of shares held by the shareholder on the day preceding such
telephone purchase for which payment has been received. The telephone purchase
will be made at the net asset value next computed after the receipt of the
telephone call by the Fund. Payment for the telephone purchase must be received
by the Fund within five (5) days. If payment is not received within five (5)
days, you will be liable for all losses incurred as a result of the cancellation
of such purchase.
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will automatically charge the checking account for the amount specified
($50 minimum), which will be automatically invested in shares at the net asset
value on or about the 21st day of the month. The shareholder may change the
amount of the investment or discontinue the plan at any time by writing to the
Fund. Investors who establish an Automatic Investment Plan may open an account
with a minimum balance of $100. This Automatic Investment Plan must be
established on your account at least fifteen (15) days prior to the intended
date of your first automatic investment.
Limitations on Frequent Trading. A pattern of frequent purchase and redemption
transactions is considered by the Advisor to not be in the best interest of the
shareholders of the Fund. Such a pattern may, at the discretion of the Advisor,
be limited by the Fund's refusal to accept further purchase and/or exchange
orders from an investor, after providing the investor with 60-days' prior
notice.
Stock Certificates. You do not have the option of receiving stock certificates
for your shares. Evidence of ownership will be given by issuance of periodic
account statements that will show the number of shares owned.
Householding. To save money for the Fund, the Fund will send only one copy of a
prospectus or financial report to each household address. This process, know as
"householding," is used for most required shareholder mailings. It does not
apply to account statements. You may, of course, request an additional copy of a
prospectus or financial report at any time by calling or writing the Fund. You
may also request that householding be eliminated from all of your required
mailings.
11
<PAGE>
REDEEMING YOUR SHARES
Regular Mail Redemptions. Regular mail redemption requests should be addressed
to:
SCM Strategic Growth Fund
c/o NC Shareholder Services
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Regular mail redemption request should include:
(1) Your letter of instruction specifying the account number and
number of shares or the dollar amount to be redeemed. This request
must be signed by all registered shareholders in the exact names
in which they are registered;
(2) Any required signature guarantees (see "Signature Guarantees"
below); and
(3) Other supporting legal documents, if required in the case of
estates, trusts, guardianships, custodianships, corporations,
partnerships, pension or profit sharing plans, and other
organizations.
Your redemption proceeds normally will be sent to you within seven (7) days
after receipt of your redemption request. However, the Fund may delay forwarding
a redemption check for recently purchased shares while it determines whether the
purchase payment will be honored. Such delay (which may take up to fifteen (15)
days from the date of purchase) may be reduced or avoided if the purchase is
made by certified check or wire transfer. In all cases, the net asset value next
determined after receipt of the request for redemption will be used in
processing the redemption request.
Telephone and Bank Wire Redemptions. Unless you decline the telephone
transaction privileges on your account application you may redeem shares of the
Fund by telephone. You may also redeem shares by bank wire under certain limited
conditions. The Fund will redeem shares in this manner when so requested by the
shareholder only if the shareholder confirms redemption instructions in writing.
The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:
(1) Designation of Fund's name,
(2) Shareholder names and account number,
(3) Number of shares or dollar amount to be redeemed,
(4) Instructions for transmittal of redemption funds to the shareholder, and
(5) Shareholder signature as it appears on the application then on file with
the Fund.
Redemption proceeds will not be distributed until written confirmation of the
redemption request is received, per the instructions above. You can choose to
have redemption proceeds mailed to you at your address of record, your bank, or
to any other authorized person, or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days in which your bank is not open for business. You can change your redemption
instructions anytime you wish by filing a letter including your new redemption
instructions with the Fund. See "Signature Guarantees" below.
12
<PAGE>
The Fund in its discretion may choose to pass through to redeeming shareholders
any charges imposed by the Custodian for wire redemptions. The Custodian
currently charges the Fund $10 per transaction for wiring redemption proceeds.
If this cost is passed through to redeeming shareholders by the Fund, the charge
will be deducted automatically from your account by redemption of shares in your
account. Your bank or brokerage firm may also impose a charge for processing the
wire. If wire transfer of funds is impossible or impractical, the redemption
proceeds will be sent by mail to the designated account.
You may redeem shares, subject to the procedures outlined above, by calling the
Fund at 1-800-773-3863. Redemption proceeds will only be sent to the bank
account or person named in your account application currently on file with the
Fund. Telephone redemption privileges authorize the Fund to act on telephone
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Fund to be genuine. The Fund will employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine, and if it does not follow such
procedures, the Fund will be liable for any losses due to fraudulent or
unauthorized instructions. In general, if the Fund sends written transaction
confirmations and if you do not specifically decline telephone redemption
privileges on the account application, the Fund will not be liable for following
telephone instructions reasonably believed to be genuine. Therefore, you have
the risk of loss due to unauthorized or fraudulent instructions.
Systematic Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$5,000 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem sufficient shares from your account to meet the specified withdrawal
amount. The shareholder may establish this service whether dividends and
distributions are reinvested in shares of the Fund or paid in cash. Call or
write the Fund for an account application.
Redemptions in Kind. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case, the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.
Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees are required to be sure that you are the person who has authorized a
change in registration or standing instructions for your account. Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application, and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer, securities exchange,
or association clearing agency and must appear on the written request for change
of registration, establishment or change in exchange privileges, or redemption
request.
13
<PAGE>
OTHER IMPORTANT INVESTMENT INFORMATION
--------------------------------------
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The following information is meant as a general summary for U.S. taxpayers.
Additional tax information appears in the SAI. Shareholders should rely their
own tax advisers for advice about the particular federal, state, and local tax
consequences to them of investing in the Fund.
The Fund will distribute most of its income and gains to its shareholders every
year. Income dividends, if any, will be paid quarterly and capital gains
distributions, if any, will be made at least annually. Shareholders may elect to
take income dividends or capital gains distributions, if any, in cash or
reinvest them in additional fund shares. Although the Fund will not be taxed on
amounts it distributes, shareholders will generally be taxed regardless of
whether distributions are received in cash or are reinvested in additional Fund
shares. A particular distribution generally will be taxable as either ordinary
income or long-term capital gains. If a Fund designates a distribution as a
capital gain distribution, it will be taxable to shareholders as long-term
capital gains, regardless of how long they have held their Fund shares.
If the Fund declares a dividend in October, November, or December but pays it in
January, it may be taxable to shareholders as if they received it in the year it
was declared. Each year each shareholder will receive a statement detailing the
tax status of any Fund distributions for that year.
Distributions may be subject to state and local taxes, as well as federal taxes.
Shareholders who hold Fund shares in a tax-deferred account, such as a
retirement plan, generally will not have to pay tax on Fund distributions until
they receive distributions from the account.
A shareholder who sells or redeems shares will generally realize a capital gain
or loss, which will be long-term or short-term, generally depending upon the
shareholder's holding period for the Fund shares. An exchange of shares may be
treated as a sale and may be subject to income taxes.
As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the rate of 31% of all taxable distributions payable to
shareholders who fail to provide the Fund with their correct taxpayer
identification numbers or to make required certifications, or who have been
notified by the IRS that they are subject to backup withholding. Backup
withholding is not an additional tax; rather, it is a way in which the IRS
ensures it will collect taxes otherwise due. Any amounts withheld may be
credited against a shareholder's U.S. federal income tax liability.
14
<PAGE>
FINANCIAL HIGHLIGHTS
The financial data included in the table below have been derived from audited
financial statements of the Fund for the fiscal year ended May 31, 2000 and the
fiscal period ended May 31, 1999. The financial data have been audited by
Deloitte & Touche LLP, independent auditors, whose report covering such year and
period is incorporated by reference into the SAI. This information should be
read in conjunction with the Fund's latest audited annual financial statements
and notes thereto, which are also incorporated by reference into the SAI, a copy
of which may be obtained at no charge by calling the Fund. Further information
about the performance of the Fund is contained in the Annual Report of the Fund,
a copy of which may also be obtained at no charge by calling the Fund at
1-800-773-3863.
<TABLE>
<S> <C> <C> <C> <C> <C>
(For a Share Outstanding throughout each Period)
------------------------------------------------------------------------------------------------------------------------------------
Year ended Period ended
May 31, May 31,
2000 1999 (a)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period .......................................... $10.36 $10.00
(Loss) income from investment operations
Net investment income .............................................. 0.02 0.02 (b)
Net realized and unrealized (loss) gain on investments ............. (0.12) 0.35 (b)
----------- -----------
Total from investment operations .............................. (0.10) 0.37
----------- -----------
Distributions to shareholders from
Net investment income .............................................. (0.01) (0.01)
----------- -----------
Net asset value, end of period ................................................ $10.25 $10.36
=========== ===========
Total return .................................................................. (0.98)% 3.76 %(C)
=========== ===========
Ratios/supplemental data
Net assets, end of period ............................................... $10,163,228 $ 8,606,575
=========== ===========
Ratio of expenses to average net assets
Before expense reimbursements and waived fees ...................... 1.84 % 2.68 %(d)
After expense reimbursements and waived fees ....................... 1.25 % 1.25 %(d)
Ratio of net investment (loss) income to average net assets
Before expense reimbursements and waived fees ...................... (0.37)% (1.07)%(d)
After expense reimbursements and waived fees ....................... 0.23 % 0.35 %(d)
Portfolio turnover rate ................................................. 113.59 % 45.51 %
(a) For the period from June 29, 1998 (commencement of operations) to May 31,
1999.
(b) Includes undistributed net investment income of $0.00 per share and
undistributed net realized gains and unrealized gains of $0.00 per
share, from June 1, 1998 (seed date) through June 29, 1998 (commencement
of operations).
(c) Not annualized.
(d) Annualized.
</TABLE>
15
<PAGE>
ADDITIONAL INFORMATION
________________________________________________________________________________
SCM STRATEGIC GROWTH FUND
________________________________________________________________________________
Additional information about the Fund is available in the Fund's SAI, which is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is also available in the Fund's Annual and Semi-annual
Reports to shareholders. The Fund's Annual Report will include a discussion of
market conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.
The SAI and the Annual and Semi-annual Reports will be available free of charge
upon request (you may also request other information about the Fund or make
shareholder inquiries) by contacting the Fund:
By telephone: 1-800-773-3863
By mail: SCM Strategic Growth Fund
c/o NC Shareholder Services
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365
By e-mail: [email protected]
----------------
On the Internet: www.scmfunds.com
Information about the Fund can also be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Inquiries on the operations of the public
reference room may be made by calling the SEC at 1-202-942-8090. Reports and
other information about the Fund are available on the SEC's Internet site at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating fee, by electronic request at the following e-mail address:
[email protected], or by writing the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
Investment Company Act file number 811-08745
<PAGE>
________________________________________________________________________________
[LOGO HERE]
SCM STRATEGIC
GROWTH FUND
________________________________________________________________________________
PROSPECTUS
September 29, 2000
<PAGE>
PART B
======
STATEMENT OF ADDITIONAL INFORMATION
SCM STRATEGIC GROWTH FUND
September 29, 2000
A Series of the
SCM INVESTMENT TRUST
107 North Washington Street, Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Telephone 1-800-773-3863
Table of Contents
-----------------
OTHER INVESTMENT POLICIES.................................................... 2
INVESTMENT LIMITATIONS....................................................... 7
PORTFOLIO TRANSACTIONS....................................................... 8
NET ASSET VALUE.............................................................. 9
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION............................... 10
DESCRIPTION OF THE TRUST..................................................... 11
ADDITIONAL INFORMATION CONCERNING TAXES...................................... 11
MANAGEMENT AND OTHER SERVICE PROVIDERS....................................... 13
SPECIAL SHAREHOLDER SERVICES................................................. 16
ADDITIONAL INFORMATION ON PERFORMANCE........................................ 17
FINANCIAL STATEMENTS......................................................... 19
APPENDIX A - DESCRIPTION OF RATINGS.......................................... 20
This Statement of Additional Information ("SAI") is meant to be read in
conjunction with the Prospectus, dated the same date as this SAI, for the SCM
Strategic Growth Fund ("Fund"), as the Prospectus may be amended or supplemented
from time to time, and is incorporated by reference in its entirety into the
Prospectus. Because this SAI is not itself a prospectus, no investment in shares
of the Fund should be made solely upon the information contained herein. Copies
of the Fund's Prospectus may be obtained at no charge by writing or calling the
Fund at the address and phone number shown above. Capitalized terms used but not
defined herein have the same meanings as in the Prospectus.
<PAGE>
OTHER INVESTMENT POLICIES
The following policies supplement the Fund's investment objective and policies
as set forth in the Prospectus of the Fund. Attached to this SAI is Appendix A,
which contains descriptions of the rating symbols used by Rating Agencies for
securities in which the Fund may invest. The Fund commenced operations June 29,
1998 as a separate diversified investment portfolio of the SCM Investment Trust
("Trust").
Repurchase Agreements. The Fund may acquire U.S. Government Securities or
corporate debt securities subject to repurchase agreements. A repurchase
transaction occurs when, at the time the Fund purchases a security (normally a
U.S. Treasury obligation), it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered Government Securities dealer) and
must deliver the security (and/or securities substituted for them under the
repurchase agreement) to the vendor on an agreed upon date in the future. The
repurchase price exceeds the purchase price by an amount which reflects an
agreed upon market interest rate effective for the period of time during which
the repurchase agreement is in effect. Delivery pursuant to the resale will
occur within one to seven days of the purchase.
Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended (the "1940 Act"), collateralized by the underlying security.
The Trust will implement procedures to monitor on a continuous basis the value
of the collateral serving as security for repurchase obligations. Additionally,
the Advisor to the Fund will consider the creditworthiness of the vendor. If the
vendor fails to pay the agreed upon resale price on the delivery date, the Fund
will retain or attempt to dispose of the collateral. The Fund's risk is that
such default may include any decline in value of the collateral to an amount
which is less than 100% of the repurchase price, any costs of disposing of such
collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Fund will not enter into any repurchase agreement which will
cause more than 10% of its net assets to be invested in repurchase agreements
which extend beyond seven days.
Foreign Securities. The Fund may invest in the securities of foreign private
issuers. The same factors would be considered in selecting foreign securities as
with domestic securities. Foreign securities investment presents special
consideration not typically associated with investment in domestic securities.
Foreign taxes may reduce income. Currency exchange rates and regulations may
cause fluctuations in the value of foreign securities. Foreign securities are
subject to different regulatory environments than in the United States and,
compared to the United States, there may be a lack of uniform accounting,
auditing and financial reporting standards, less volume and liquidity and more
volatility, less public information, and less regulation of foreign issuers.
Countries have been known to expropriate or nationalize assets, and foreign
investments may be subject to political, financial, or social instability, or
adverse diplomatic developments. There may be difficulties in obtaining service
of process on foreign issuers and difficulties in enforcing judgments with
respect to claims under the U.S. Securities laws against such issuers. Favorable
or unfavorable differences between U.S. and foreign economies could affect
foreign securities values. The U.S. Government has, in the past, discouraged
certain foreign investments by U.S. investors through taxation or other
restrictions and it is possible that such restrictions could be imposed again.
The Fund will limit foreign equity investments to those traded domestically on
U.S. securities exchanges and denominated in U.S. currency. The prices of such
securities are denominated in U.S. dollars while the underlying company may
maintains its records in a foreign currency. Such a disparity may result in
greater volatility than would be expected with equities of domestic U.S.
companies. The Fund may also acquire foreign denominated debt traded on domestic
U.S. exchanges, or traded over-the-counter by U.S.-based securities dealers. See
"Foreign Debt Securities." Although the Fund is not limited in the amount of
these types of foreign securities it may acquire, it is not presently expected
that within the next 12 months the Fund will have in excess of 10% of its assets
in foreign securities.
Investment Companies. In order to achieve its investment objective, the Fund may
invest up to 10% of the value of its total assets in securities of other
investment companies whose investment objectives are consistent with the Fund's
investment objective. The Fund will not acquire securities of any one investment
company if, immediately thereafter, the Fund would own more than 3% of such
company's total outstanding voting securities, securities issued by such company
would have an aggregate value in excess of 10% of the Fund's assets, or
securities issued by such company and securities held by the Fund issued by
other investment companies would have an aggregate value in excess of 10% of the
Fund's assets. To the extent a Fund invests in other investment companies, the
shareholders of the Fund would indirectly pay a portion of the operating costs
of the underlying investment companies. These costs include management,
brokerage, shareholder servicing and other operational expenses. Shareholders of
the Fund would then indirectly pay higher operational costs than if they owned
shares of the underlying investment companies directly.
Real Estate Securities. The Fund will not invest in real estate (including
mortgage loans and limited partnership interests), but may invest in readily
marketable securities issued by companies that invest in real estate or
interests therein. The Fund may also invest in readily marketable interests in
real estate investment trusts ("REITs"). REITs are generally publicly traded on
the national stock exchanges and in the over-the-counter market and have varying
degrees of liquidity. Although the Fund is not limited in the amount of these
types of real estate securities it may acquire, it is not presently expected
that within the next 12 months the Fund will have in excess of 10% of its assets
in real estate securities.
Forward Commitments and When-Issued Securities. The Fund may purchase
when-issued securities and commit to purchase securities for a fixed price at a
future date beyond customary settlement time. The Fund is required to hold and
maintain in a segregated account until the settlement date, cash, U.S.
Government Securities or high-grade debt obligations in an amount sufficient to
meet the purchase price. Purchasing securities on a when-issued or forward
commitment basis involves a risk of loss if the value of the security to be
purchased declines prior to the settlement date, which risk is in addition to
the risk of decline in value of the Fund's other assets. In addition, no income
accrues to the purchaser of when-issued securities during the period prior to
issuance. Although the Fund would generally purchase securities on a when-issued
or forward commitment basis with the intention of acquiring securities for its
portfolio, the Fund may dispose of a when-issued security or forward commitment
prior to settlement if the Advisor deems it appropriate to do so. The Fund may
realize short-term gains or losses upon such sales.
Money Market Instruments. Money market instruments may include U.S. Government
Securities or corporate debt securities (including those subject to repurchase
agreements), provided that they mature in thirteen months or less from the date
of acquisition and are otherwise eligible for purchase by the Fund. Money market
instruments also may include Banker's Acceptances and Certificates of Deposit of
domestic branches of U.S. banks, Commercial Paper and Variable Amount Demand
Master Notes ("Master Notes"). Banker's Acceptances are time drafts drawn on and
"accepted" by a bank. When a bank "accepts" such a time draft, it assumes
liability for its payment. When the Fund acquires a Banker's Acceptance the bank
which "accepted" the time draft is liable for payment of interest and principal
when due. The Banker's Acceptance carries the full faith and credit of such
bank. A Certificate of Deposit ("CD") is an unsecured interest bearing debt
obligation of a bank. Commercial Paper is an unsecured, short-term debt
obligation of a bank, corporation or other borrower. Commercial Paper maturity
generally ranges from two to 270 days and is usually sold on a discounted basis
rather than as an interest-bearing instrument. The Fund will invest in
Commercial Paper only if it is rated one of the top two rating categories by
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services
("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps ("D&P") or, if
not rated, of equivalent quality in the Advisor's opinion. Commercial Paper may
include Master Notes of the same quality. Master Notes are unsecured obligations
which are redeemable upon demand of the holder and which permit the investment
of fluctuating amounts at varying rates of interest. Master Notes are acquired
by the Fund only through the Master Note program of the Fund's custodian bank,
acting as administrator thereof. The Advisor will monitor, on a continuous
basis, the earnings power, cash flow and other liquidity ratios of the issuer of
a Master Note held by the Fund.
Money market instruments may be purchased when the Advisor believes interest
rates are rising, the prospect for capital appreciation in the equity and longer
term fixed income securities' markets are not attractive, or when the "yield
curve" favors short term fixed income instruments versus longer term fixed
income instruments. Money market instruments may be purchased for temporary
defensive purposes; to accumulate cash for anticipated purchases of portfolio
securities and to provide for shareholder redemptions and operating expenses of
the Fund.
Illiquid Investments. The Fund may invest up to 10% of its net assets in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Advisor determines the liquidity of the Fund's investments and, through reports
from the Advisor, the Board monitors investments in illiquid instruments. The
absence of a trading market can make it difficult to ascertain a market value
for illiquid investments. Disposing of illiquid securities before maturity may
be time consuming and expensive and it may be difficult or impossible for the
Fund to sell illiquid investments promptly at an acceptable price. In
determining the liquidity of the Fund's investments, the Advisor may consider
various factors including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features) and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). Investments currently considered by the Fund to be
illiquid include repurchase agreements not entitling the holder to payment of
principal and interest within seven days. If through a change in values, net
assets or other circumstances, the Fund were in a position where more than 10%
of its net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
Restricted Securities. Within its limitation on investment in illiquid
securities, the Fund may purchase restricted securities that generally can be
sold in privately negotiated transactions, pursuant to an exemption from
registration under the federal securities laws, or in a registered public
offering. Where registration is required, the Fund may be obligated to pay all
or part of the registration expense and a considerable period may elapse between
the time it decides to seek registration and the time the Fund may be permitted
to sell a security under an effective registration statement. If during such a
period, adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to seek registration of the
security.
Options Trading. The Fund may invest up to 10% of its total assets in options on
equity securities, options on equity indices, and options on equity industry
sector indices, for hedging purposes. This is a highly specialized activity that
entails greater than ordinary investment risks. Regardless of how much the
market price of the underlying security increases or decreases, the option
buyer's risk is limited to the amount of the original investment for the
purchase of the option. However, options may be more volatile than the
underlying securities, and therefore, on a percentage basis, an investment in
options may be subject to greater fluctuation than an investment in the
underlying securities.
A listed call option gives the purchaser of the option the right to buy from a
clearing corporation, and a writer has the obligation to sell to the clearing
corporation, the underlying security at the stated exercise price at any time
prior to the expiration of the option, regardless of the market price of the
security. The premium paid to the writer is in consideration for undertaking the
obligations under the option contract. A listed put option gives the purchaser
the right to sell to a clearing corporation the underlying security at the
stated exercise price at any time prior to the expiration date of the option,
regardless of the market price of the security. Put and call options purchased
by the Fund will be valued at the last sale price or, in the absence of such a
price, at the mean between bid and asked prices.
The obligation of the Fund to sell a security subject to a covered call option
written by it, or to purchase a security subject to a secured put option written
by it, may be terminated prior to the expiration date of the option by the Fund
executing a closing purchase transaction, which is effected by purchasing on an
exchange an option of the same series (i.e., same underlying security, exercise
price and expiration date) as the option previously written. Such a purchase
does not result in the ownership of an option. A closing purchase transaction
will ordinarily be effected to realize a profit on an outstanding option, to
prevent an underlying security from being called, to permit the sale of the
underlying security or to permit the writing of a new option containing
different terms on such underlying security. The cost of such liquidation
purchase plus transaction costs may be greater than the premium received upon
the original option, in which event the Fund will have incurred a loss in the
transaction. An option position may be closed out only on an exchange that
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option. A covered call option writer, unable to effect a closing
purchase transaction, will not be able to sell the underlying security until the
option expires or the underlying security is delivered upon exercise with the
result that the writer in such circumstances will be subject to the risk of
market decline in the underlying security during such period. The Fund will
write an option on a particular security only if the Advisor believes that a
liquid secondary market will exist on an exchange for options of the same series
which will permit the Fund to make a closing purchase transaction in order to
close out its position.
When the Fund writes a covered call option, an amount equal to the net premium
(the premium less the commission) received by the Fund is included in the
liability section of the Fund's statement of assets and liabilities as a
deferred credit. The amount of the deferred credit will be subsequently
marked-to-market to reflect the current value of the option written. The current
value of the traded option is the last sale price or, in the absence of a sale,
the average of the closing bid and asked prices. If an option expires on the
stipulated expiration date or if the Fund enters into a closing purchase
transaction, it will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the net premium received when the option is sold), and the
deferred credit related to such option will be eliminated. Any gain on a covered
call option may be offset by a decline in the market price of the underlying
security during the option period. If a covered call option is exercised, the
Fund may deliver the underlying security held by it or purchase the underlying
security in the open market. In either event, the proceeds of the sale will be
increased by the net premium originally received, and the Fund will realize a
gain or loss. If a secured put option is exercised, the amount paid by the Fund
for the underlying security will be partially offset by the amount of the
premium previously paid to the Fund. Premiums from expired options written by
the Fund and net gains from closing purchase transactions are treated as
short-term capital gains for federal income tax purposes, and losses on closing
purchase transactions are short-term capital losses.
Stock Index Options. The Fund may purchase or sell put and call stock index
options for hedging purposes. Stock index options are put options and call
options on various stock indexes. In most respects, they are identical to listed
options on common stocks. The primary difference between stock options and index
options occurs when index options are exercised. In the case of stock options,
the underlying security, common stock, is delivered. However, upon the exercise
of an index option, settlement does not occur by delivery of the securities
comprising the index. The option holder who exercises the index option receives
an amount of cash if the closing level of the stock index upon which the option
is based is greater than, in the case of a call, or less than, in the case of a
put, the exercise price of the option. This amount of cash is equal to the
difference between the closing price of the stock index and the exercise price
of the option expressed in dollars times a specified multiple. A stock index
fluctuates with changes in the market values of the stocks included in the
index.
The Fund may purchase call and put stock index options in an attempt to either
hedge against the risk of unfavorable price movements adversely affecting the
value of the Fund's securities, or securities the Fund intends to buy, or
otherwise in furtherance of the Fund's investment objectives. The Fund will sell
(write) stock index options for hedging purposes or in order to close out
positions in stock index options which the Fund has purchased.
The Fund's use of stock index options is subject to certain risks. Successful
use by the Fund of options on stock indexes will be subject to the ability of
the Advisor to correctly predict movements in the directions of the stock
market. This requires different skills and techniques than predicting changes in
the prices of individual securities. In addition, the Fund's ability to
effectively hedge all or a portion of the securities in its portfolio, in
anticipation of or during a market decline through transactions in put options
on stock indexes, depends on the degree to which price movements in the
underlying index correlate with the price movements in the Fund's portfolio
securities. Inasmuch as the Fund's portfolio securities will not duplicate the
components of an index, the correlation will not be perfect. Consequently, the
Fund will bear the risk that the prices of its portfolio securities being hedged
will not move in the same amount as the prices of the Fund's put options on the
stock indexes. It is also possible that there may be a negative correlation
between the index and the Fund's portfolio securities that would result in a
loss on both such portfolio securities and the options on stock indexes acquired
by the Fund.
Corporate Debt Securities. The Fund may invest in U.S. dollar denominated
corporate debt securities of domestic issuers limited to corporate debt
securities (corporate bonds, debentures, notes and other similar corporate debt
instruments) that meet the minimum ratings criteria set forth for the Fund, or,
if unrated, are in the Advisor's opinion comparable in quality to corporate debt
securities in that the Fund may invest. The Fund may invest in convertible bonds
of domestic issuers meeting such quality requirements and other corporate debt
securities generally in the form of money market instruments as described above.
Up to 15% of the Fund could be invested in fixed income securities rated below
"investment grade." See "Lowered Rated Debt Securities" below for additional
information on the lower rated securities.
Lower Rated Debt Securities. The Fund may invest in debt securities which are
rated Caa or higher by Moody's or CCC or higher by S&P or Fitch or equivalent
unrated securities. However, the Fund may not invest more than 15% of its assets
in debt securities rated lower than Baa by Moody's or BBB by S&P or Fitch or
securities not rated by Moody's, S&P or Fitch which the Advisor deems to be of
equivalent quality. Bonds rated BB or Ba or below (or comparable unrated
securities) are commonly referred to as "junk bonds" and are considered
speculative and may be questionable as to principal and interest payments. In
some cases, such bonds may be highly speculative, have poor prospects for
reaching investment standing, and be in default. As a result, investment in such
bonds will entail greater risks than those associated with investment in
investment-grade bonds (i.e., bonds rated BBB or better by S&P or Fitch or Baa
or better by Moody's).
An economic downturn could severely affect the ability of highly leveraged
issuers to service their debt obligations or to repay their obligations upon
maturity. Factors having an adverse impact on the market value of lower rated
securities will have an adverse effect on the Fund's net asset value to the
extent it invests in such securities. In addition, the Fund may incur additional
expenses to the extent it is required to seek recovery upon a default in payment
of principal or interest on its portfolio holdings.
The secondary market for junk bond securities, which is concentrated in
relatively few market makers, may not be as liquid as the secondary market for
more highly rated securities, a factor which may have an adverse effect on the
Fund's ability to dispose of a particular security when necessary to meet its
liquidity needs. Under adverse market or economic conditions, the secondary
market for junk bond securities could contract further, independent of any
specific adverse changes in the condition of a particular issuer. As a result,
the Advisor could find it more difficult to sell these securities or may be able
to sell the securities only at prices lower than if such securities were widely
traded. Prices realized upon the sale of such lower rated or unrated securities,
under these circumstances, may be less than the prices used in calculating the
Fund's net asset value.
Since investors generally perceive that there are greater risks associated with
the medium to lower rated securities of the type in which the Fund may invest,
the yields and prices of such securities may tend to fluctuate more than those
for higher rated securities. In the lower quality segments of the fixed-income
securities market, changes in perceptions of issuers' creditworthiness tend to
occur more frequently and in a more pronounced manner than do changes in higher
quality segments of the fixed-income securities market resulting in greater
yield and price volatility.
Another factor which causes fluctuations in the prices of fixed-income
securities is the supply and demand for similarly rated securities. In addition,
the prices of fixed-income securities fluctuate in response to the general level
of interest rates. Fluctuations in the prices of portfolio securities subsequent
to their acquisition will not affect cash income from such securities but will
be reflected in a Fund's net asset value.
Medium to lower rated and comparable non-rated securities tend to offer higher
yields than higher rated securities with the same maturities because the
historical financial condition of the issuers of such securities may not have
been as strong as that of other issuers. In addition to the risk of default,
there are the related costs of recovery on defaulted issues. The Advisor will
attempt to reduce these risks through diversification of the Fund's portfolio
and by analysis of each issuer and its ability to make timely payments of income
and principal, as well as broad economic trends in corporate developments.
Foreign Debt Securities. The Fund may invest in foreign denominated debt traded
on domestic U.S. exchanges, or traded over-the-counter by U.S.-based securities
dealers. In some cases these debt securities may be denominated in the native
currency of the issuer. In the event such securities are denominated in foreign
currency those securities will not only be subject to the risks associated with
companies domiciled in foreign countries (as described herein under "Foreign
Securities"), but will also be subject to the volatility and risk associated
with changes in currency exchange rates. Because of this additional risk and
volatility, the Advisor does not anticipate holding more than 5% of the Fund in
foreign denominated debt securities.
U.S. Government Securities. The Fund may invest a portion of its portfolio in
U.S. Government Securities, defined to be U.S. Government obligations such as
U.S. Treasury notes, U.S. Treasury bonds, and U.S. Treasury bills, obligations
guaranteed by the U.S. Government such as Government National Mortgage
Association ("GNMA") as well as obligations of U.S. Government authorities,
agencies and instrumentalities such as Federal National Mortgage Association
("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Home
Administration ("FHA"), Federal Farm Credit Bank "FFCB"), Federal Home Loan Bank
("FHLB"), Student Loan Marketing Association ("SLMA"), and The Tennessee Valley
Authority. U.S. Government Securities may be acquired subject to repurchase
agreements. While obligations of some U.S. Government sponsored entities are
supported by the full faith and credit of the U.S. Government (e.g. GNMA),
several are supported by the right of the issuer to borrow from the U.S.
Government (e.g. FNMA, FHLMC), and still others are supported only by the credit
of the issuer itself (e.g. SLMA, FFCB). No assurance can be given that the U.S.
Government will provide financial support to U.S. Government agencies or
instrumentalities in the future, other than as set forth above, since it is not
obligated to do so by law. The guarantee of the U.S. Government does not extend
to the yield or value of the Fund's shares.
Borrowing. The Fund may borrow, temporarily, up to 5% of its total assets for
extraordinary or emergency purposes and 15% of its total assets to meet
redemption requests, which might otherwise require untimely disposition of
portfolio holdings. To the extent the Fund borrows for these purposes, the
effects of market price fluctuations on the portfolio's net asset value will be
exaggerated. If, while such borrowing is in effect, the value of the Fund's
assets declines, the Fund could be forced to liquidate portfolio securities when
it is disadvantageous to do so. The Fund would incur interest and other
transaction costs in connection with borrowing. The Fund will borrow only from a
bank. The Fund will not make any further investments if the borrowing exceeds 5%
of its total assets until such time as repayment has been made to bring the
total borrowing below 5% of its total assets.
Custodial Receipts and Components. Securities issued by the U.S. Government may
be acquired by the Fund in the form of custodial receipts that evidence
ownership of future interest payments, principal payments or both on certain
U.S. Treasury notes or bonds. Such notes and bonds are held in custody by a bank
on behalf of the owners. These custodial receipts are known by various names,
including "Treasury Receipts," "Treasury Investment Growth Receipts" ("TIGRs"),
and "Certificates of Accrual on Treasury Securities" ("CATS"). The Fund may also
invest in separately traded principal and interest components of securities
issued or guaranteed by the U.S. Treasury. The principal and interest components
of selected securities are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program ("STRIPS"). Under the
STRIPS program, the principal and interest components are individually numbered
and separately issued by the U.S. Treasury at the request of depository
financial institutions, which then trade the component parts independently.
Custodian receipts and components are not guaranteed by the U.S. Treasury.
INVESTMENT LIMITATIONS
The Fund has adopted the following fundamental investment limitations, which
cannot be changed without approval by holders of a majority of the outstanding
voting shares of the Fund. A "majority" for this purpose means the lesser of (i)
67% of the Fund's outstanding shares represented in person or by proxy at a
meeting at which more than 50% of its outstanding shares are represented, or
(ii) more than 50% of its outstanding shares. Unless otherwise indicated,
percentage limitations apply at the time of purchase.
As a matter of fundamental policy, the Fund may not:
1. Issue senior securities, borrow money, or pledge its assets, except that it
may borrow from banks as a temporary measure (a) for extraordinary or
emergency purposes, in amounts not exceeding 5% of its total assets or (b)
to meet redemption requests, in amounts not exceeding 15% of its total
assets. The Fund will not make any investments if borrowing exceeds 5% of
its total assets until such time as total borrowing represents less than 5%
of Fund assets;
2. With respect to 75% of its total assets, invest more than 5% of the value
of its total assets in the securities of any one issuer or purchase more
than 10% of the outstanding voting securities of any class of securities of
any one issuer (except that securities of the U.S. government, its
agencies, and instrumentalities are not subject to this limitation);
3. Invest 25% or more of the value of its total assets in any one industry
(except that securities of the U.S. Government, its agencies, and
instrumentalities are not subject to this limitation);
4. Invest for the purpose of exercising control or management of another
issuer;
5. Purchase or sell commodities or commodities contracts; real estate
(including limited partnership interests, but excluding readily marketable
interests in real estate investment trusts or other securities secured by
real estate or interests therein or readily marketable securities issued by
companies that invest in real estate or interests therein); or interests in
oil, gas, or other mineral exploration or development programs or leases
(although it may invest in readily marketable securities of issuers that
invest in or sponsor such programs or leases);
6. Underwrite securities issued by others except to the extent that the
disposition of portfolio securities, either directly from an issuer or from
an underwriter for an issuer, may be deemed to be an underwriting under the
federal securities laws;
7. Participate on a joint or joint and several basis in any trading account in
securities;
8. Invest its assets in the securities of one or more investment companies
except to the extent permitted by the 1940 Act; and
9. Make loans of money or securities, except that the Fund may invest in
repurchase agreements, money market instruments, and other debt securities.
The following investment limitations are not fundamental and may be changed
without shareholder approval. As a matter of non-fundamental policy, the Fund
may not:
1. Invest in securities of issuers which have a record of less than three
years' continuous operation (including predecessors and, in the case of
bonds, guarantors) if more than 5% of its total assets would be invested in
such securities;
2. Invest more than 10% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others,
(a) securities for which no readily available market exists or which have
legal or contractual restrictions on resale,
(b) fixed-time deposits that are subject to withdrawal penalties and have
maturities of more than seven days, and
(c) repurchase agreements not terminable within seven days;
3. Invest in the securities of any issuer if those officers or Trustees of the
Trust and those officers and directors of the Advisor who individually own
more than 1/2 of 1% of the outstanding securities of such issuer together
own more than 5% of such issuer's securities;
4. Write, purchase, or sell puts, calls, straddles, spreads, or combinations
thereof or futures contracts or related options (except that the Fund may
engage in options transactions to the extent described in the Prospectus or
the Statement of Additional Information);
5. Make short sales of securities or maintain a short position, except short
sales "against the box." (A short sale is made by selling a security the
Fund does not own. A short sale is "against the box" to the extent that the
Fund contemporaneously owns or has the right to obtain at no additional
cost securities identical to those sold short.) While the Fund has reserved
the right to make short sales "against the box," the Advisor has no present
intention of engaging in such transactions at this time or during the
coming year; and
6. Purchase foreign securities other than those traded on domestic U.S.
exchanges and other foreign debt securities as described in the Prospectus
or the Statement of Additional Information.
PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Trust's Board of Trustees, the Advisor
is responsible for, makes decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.
The annualized portfolio turnover rate for the Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting
period by the monthly average value of the portfolio securities owned during the
reporting period. The calculation excludes all securities whose maturities or
expiration dates at the time of acquisition are one year or less. Portfolio
turnover of the Fund may vary greatly from year to year as well as within a
particular year, and may be affected by cash requirements for redemption of
shares and by requirements that enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making Fund
decisions, and the Fund may engage in short term trading to achieve its
investment objectives.
Purchases of money market instruments by the Fund are made from dealers,
underwriters and issuers. The Fund currently does not expect to incur any
brokerage commission expense on such transactions because money market
instruments are generally traded on a "net" basis by a dealer acting as
principal for its own account without a stated commission. The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased directly from or sold directly to an issuer, no
commissions or discounts are paid.
Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions in the
over-the-counter market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument. The Fund's fixed income portfolio transactions will normally be
principal transactions executed in over-the-counter markets and will be executed
on a "net" basis, which may include a dealer markup. With respect to securities
traded only in the over-the-counter market, orders will be executed on a
principal basis with primary market makers in such securities except where
better prices or executions may be obtained on an agency basis or by dealing
with other than a primary market maker.
The Fund may participate, if and when practicable, in bidding for the purchase
of Fund securities directly from an issuer in order to take advantage of the
lower purchase price available to members of a bidding group. The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.
In executing Fund transactions and selecting brokers or dealers, the Advisor
will seek to obtain the best overall terms available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the spread or commission, if
any, both for the specific transaction and on a continuing basis. The sale of
Fund shares may be considered when determining the firms that are to execute
brokerage transactions for the Fund. In addition, the Advisor is authorized to
cause the Fund to pay a broker-dealer which furnishes brokerage and research
services a higher spread or commission than that which might be charged by
another broker-dealer for effecting the same transaction, provided that the
Advisor determines in good faith that such spread or commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either the particular transaction or the
overall responsibilities of the Advisor to the Fund. Such brokerage and research
services might consist of reports and statistics relating to specific companies
or industries, general summaries of groups of stocks or bonds and their
comparative earnings and yields, or broad overviews of the stock, bond and
government securities markets and the economy.
Supplementary research information so received is in addition to, and not in
lieu of, services required to be performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
spread or commissions paid by the Fund to consider whether the spread or
commissions paid over representative periods of time appear to be reasonable in
relation to the benefits inuring to the Fund. It is possible that certain of the
supplementary research or other services received will primarily benefit one or
more other investment companies or other accounts for which the Advisor
exercises investment discretion. Conversely, the Fund may be the primary
beneficiary of the research or services received as a result of securities
transactions effected for such other account or investment company.
The Fund will not execute portfolio transactions through, acquire securities
issued by, make savings deposits in or enter into repurchase agreements with the
Advisor or an affiliated person of the Advisor (as such term is defined in the
1940 Act) acting as principal, except to the extent permitted by the Securities
and Exchange Commission ("SEC"). In addition, the Fund will not purchase
securities during the existence of any underwriting or selling group relating
thereto of which the Advisor, or an affiliated person of the Advisor, is a
member, except to the extent permitted by the SEC. Under certain circumstances,
the Fund may be at a disadvantage because of these limitations in comparison
with other investment companies that have similar investment objectives but are
not subject to such limitations.
Investment decisions for the Fund will be made independently from those for any
other series of the Trust, if any, and for any other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also invest in the same securities as the Fund. To the extent
permitted by law, the Advisor may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price and available investments allocated as to amount, in a manner which the
Advisor believes to be equitable to the Fund and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
sold by the Fund.
For the fiscal year ended May 31, 2000, the total dollar amount of brokerage
commissions paid by the Fund was $15,938. For the fiscal period June 29, 1998
(commencement of operations) to May 31, 1999, the total dollar amount of
brokerage commissions paid by the Fund was $12,723.
NET ASSET VALUE
The net asset value per share of the Fund is normally determined at the time
regular trading closes on the New York Stock Exchange ("NYSE"), typically 4:00
p.m., New York time, Monday through Friday, except on business holidays when the
New York Stock Exchange is closed or days on which the NYSE closes early for
holidays or trading limitations. The New York Stock Exchange recognizes the
following holidays: New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and
Christmas Day. Any other holiday recognized by the NYSE will be considered a
business holiday on which the net asset value of the Fund will not be
calculated.
The net asset value per share of the Fund is calculated by adding the value of
the Fund's securities and other assets belonging to the Fund, subtracting the
liabilities charged to the Fund, and dividing the result by the number of
outstanding shares. "Assets belonging to" the Fund consist of the consideration
received upon the issuance of shares of the Fund together with all net
investment income, realized gains/losses and proceeds derived from the
investment thereof, including any proceeds from the sale of such investments,
any funds or payments derived from any reinvestment of such proceeds, and a
portion of any general assets of the Trust not belonging to a particular
investment Fund. Assets belonging to the Fund are charged with the direct
liabilities of the Fund and with a share of the general liabilities of the
Trust, which are normally allocated in proportion to the number of or the
relative net asset values of all of the Trust's series at the time of allocation
or in accordance with other allocation methods approved by the Board of
Trustees. Subject to the provisions of the Declaration of Trust, determinations
by the Board of Trustees as to the direct and allocable liabilities, and the
allocable portion of any general assets, with respect to the Fund are
conclusive.
Values are determined according to accepted accounting practices and all laws
and regulations that apply. The assets of the Fund are valued as follows:
o Securities that are listed on a securities exchange are valued at the last
quoted sales price at the time the valuation is made. Price information on
listed securities is taken from the exchange where the security is
primarily traded by the Fund.
o Securities that are listed on an exchange and which are not traded on the
valuation date are valued at the bid price.
o Unlisted securities for which market quotations are readily available are
valued at the latest quoted sales price, if available, at the time of
valuation, otherwise, at the latest quoted bid price.
o Temporary cash investments with maturities of 60 days or less will be
valued at amortized cost, which approximates market value.
o Securities for which no current quotations are readily available are valued
at fair value as determined in good faith using methods approved by the
Board of Trustees of the Trust. Securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to
reflect the fair market value of such securities.
For the fiscal year ended May 31, 2000, the total expenses of the Fund after fee
waivers and reimbursements were $125,428. For the fiscal period June 29, 1988
(commencement of operations) to May 31, 1999, the total expenses of the Fund
after fee waivers and reimbursements were $53,201.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Purchases. Shares of the Fund are offered and sold on a continuous basis and may
be purchased through authorized investment dealers or directly by contacting the
Distributor or the Fund. Selling dealers have the responsibility of transmitting
orders promptly to the Fund. The public offering price of shares of the Fund
equals net asset value. Capital Investment Group, Inc. ("Distributor"), serves
as distributor of shares of the Fund.
Redemptions. Under the 1940 Act, the Fund may suspend the right of redemption or
postpone the date of payment for shares during any period when (a) trading on
the NYSE is restricted by applicable rules and regulations of the SEC; (b) the
Exchange is closed for other than customary weekend and holiday closings; (c)
the SEC has by order permitted such suspension; or (d) an emergency exists as
determined by the SEC. The Fund may also suspend or postpone the recordation of
the transfer of shares upon the occurrence of any of the foregoing conditions.
In addition to the situations described in the Prospectus under "Redeeming Your
Shares," the Fund may redeem shares involuntarily to reimburse the Fund for any
loss sustained by reason of the failure of a shareholder to make full payment
for shares purchased by the shareholder or to collect any charge relating to a
transaction effected for the benefit of a shareholder which is applicable to
Fund shares as provided in the Prospectus from time to time.
DESCRIPTION OF THE TRUST
The Trust is an unincorporated business trust organized under Massachusetts law
on April 18, 1998 and is also an open-ended management investment company
regulated under the 1940 Act. The Trust's Declaration of Trust authorizes the
Board of Trustees to divide shares into series, each series relating to a
separate portfolio of investments, and to classify and reclassify any unissued
shares into one or more classes of shares of each such series. The Declaration
of Trust currently provides for the shares of one series, the subject of the
Prospectus and this SAI. The number of shares of each series shall be unlimited.
The Trust does not intend to issue share certificates.
In the event of a liquidation or dissolution of the Trust or an individual
series, such as the Fund, shareholders of a particular series would be entitled
to receive the assets available for distribution belonging to such series.
Shareholders of a series are entitled to participate equally in the net
distributable assets of the particular series involved on liquidation, based on
the number of shares of the series that are held by each shareholder. If there
are any assets, income, earnings, proceeds, funds or payments, that are not
readily identifiable as belonging to any particular series, the Trustees shall
allocate them among any one or more of the series as they, in their sole
discretion, deem fair and equitable.
Shareholders of all of the series of the Trust, including the Fund, will vote
together and not separately on a series-by-series or class-by-class basis,
except as otherwise required by law or when the Board of Trustees determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular series or class. Rule 18f-2 under the 1940 Act provides that any
matter required to be submitted to the holders of the outstanding voting
securities of an investment company such as the Trust shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding shares of each series or class affected by the matter. A matter
affects a series or class unless it is clear that the interests of each series
or class in the matter are substantially identical or that the matter does not
affect any interest of the series or class. Under Rule 18f-2, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a series only if approved by a
majority of the outstanding shares of such series. However, the Rule also
provides that the ratification of the appointment of independent accountants,
the approval of principal underwriting contracts and the election of Trustees
may be effectively acted upon by shareholders of the Trust voting together,
without regard to a particular series or class.
When used in the Prospectus or this SAI, a "majority" of shareholders means the
vote of the lesser of (1) 67% of the shares of the Trust or the applicable
series or class present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50% of
the outstanding shares of the Trust or the applicable series or class.
When issued for payment as described in the Prospectus and this SAI, shares of
the Fund will be fully paid and non-assessable.
The Declaration of Trust provides that the Trustees of the Trust will not be
liable in any event in connection with the affairs of the Trust, except as such
liability may arise from his or her own bad faith, willful misfeasance, gross
negligence, or reckless disregard of duties. It also provides that all third
parties shall look solely to the Trust property for satisfaction of claims
arising in connection with the affairs of the Trust. With the exceptions stated,
the Declaration of Trust provides that a Trustee or officer is entitled to be
indemnified against all liability in connection with the affairs of the Trust.
ADDITIONAL INFORMATION CONCERNING TAXES
The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative, judicial, or administrative action.
Investors are advised to consult their tax advisors with specific reference to
their own tax situations.
The Fund will be treated as a separate corporate entity under the Code and
intends to qualify or remain qualified as a regulated investment company. In
order to so qualify, each series must elect to be a regulated investment company
or have made such an election for a previous year and must satisfy, in addition
to the distribution requirement described in the Prospectus, certain
requirements with respect to the source of its income for a taxable year. At
least 90% of the gross income of each series must be derived from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stocks, securities or foreign currencies, and other income
derived with respect to the series' business of investing in such stock,
securities or currencies. Any income derived by a series from a partnership or
trust is treated as derived with respect to the series' business of investing in
stock, securities or currencies only to the extent that such income is
attributable to items of income that would have been qualifying income if
realized by the series in the same manner as by the partnership or trust.
An investment company may not qualify as a regulated investment company for any
taxable year unless it satisfies certain requirements with respect to the
diversification of its investments at the close of each quarter of the taxable
year. In general, at least 50% of the value of its total assets must be
represented by cash, cash items, government securities, securities of other
regulated investment companies and other securities which, with respect to any
one issuer, do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding voting securities of such issuer.
In addition, not more than 25% of the value of the investment company's total
assets may be invested in the securities (other than government securities or
the securities of other regulated investment companies) of any one issuer. The
Fund intends to satisfy all requirements on an ongoing basis for continued
qualification as a regulated investment company.
The Fund will designate any distribution of long term capital gains as a capital
gain dividend in a written notice mailed to shareholders within 60 days after
the close of the series' taxable year. Shareholders should note that, upon the
sale or exchange of series shares, if the shareholder has not held such shares
for at least six months, any loss on the sale or exchange of those shares will
be treated as long term capital loss to the extent of the capital gain dividends
received with respect to the shares.
A 4% nondeductible excise tax is imposed on regulated investment companies that
fail to currently distribute an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). The Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.
If for any taxable year a series does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders). In such event, dividend
distributions (whether or not derived from interest on tax-exempt securities)
would be taxable as ordinary income to shareholders to the extent of the series'
current and accumulated earnings and profits, and would be eligible for the
dividends received deduction for corporations.
The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of taxable dividends or 31% of gross proceeds realized upon sale
paid to shareholders who have failed to provide a correct tax identification
number in the manner required, or who are subject to withholding by the Internal
Revenue Service for failure properly to include on their return payments of
taxable interest or dividends, or who have failed to certify to the Fund that
they are not subject to backup withholding when required to do so or that they
are "exempt recipients."
Dividends paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income, whether received
in cash or reinvested in additional shares. Long-term capital gains
distributions, if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional shares, regardless of how long Fund shares
have been held.
The Fund will send shareholders information each year on the tax status of
dividends and disbursements. A dividend or capital gains distribution paid
shortly after shares have been purchased, although in effect a return of
investment, is subject to federal income taxation. Dividends from net investment
income, along with capital gains, will be taxable to shareholders, whether
received in cash or shares and no matter how long you have held Fund shares,
even if they reduce the net asset value of shares below your cost and thus, in
effect, result in a return of a part of your investment.
MANAGEMENT AND OTHER SERVICE PROVIDERS
The Board of Trustees of the Trust ("Trustees") is responsible for the
management and supervision of the Fund. The Trustees approve all significant
agreements between the Trust, on behalf of the Fund, and those companies that
furnish services to the Fund. This section of the SAI provides information about
the persons who serve as Trustees and officers to the Trust and Fund,
respectively, as well as the entities that provide services to the Fund.
Trustees and Officers. The Trustees and executive officers of the Trust, their
ages, and their principal occupations for the last five years are as follows:
<TABLE>
<S> <C> <C>
--------------------------------------------- ------------------------------ ---------------------------------------------
Position(s) with the Fund Principal Occupation(s)
Name, Age and Address and/or Trust During Past 5 Years
--------------------------------------------- ------------------------------ ---------------------------------------------
Michael A. Farris, 42 Trustee of the Trust Director of Finance, H & M Company, Inc.,
195 Record Drive Jackson, Tennessee, since 2000;
Henderson, Tennessee 38340 Previously, Chief Financial Officer,
BoWevil Express, LLC,
Henderson, Tennessee
--------------------------------------------- ------------------------------ ---------------------------------------------
David R. Reed, 52 Trustee of the Trust Principal,
281 Reed Farm Road Newhouse, Ltd.,
Martin, Tennessee 38237 Martin, Tennessee
--------------------------------------------- ------------------------------ ---------------------------------------------
Dan P. Shanklin, 61* Trustee and Chairman of the Chairman,
1420 Osborne Street Trust Shanklin Capital Management, Inc.,
Suite B16 Humboldt, Tennessee
Humboldt, Tennessee
--------------------------------------------- ------------------------------ ---------------------------------------------
Tim L. Shanklin, 34* Trustee of the Trust President,
1420 Osborne Street President of the Fund Shanklin Capital Management, Inc.,
Suite B16 Humboldt, Tennessee
Humboldt, Tennessee
--------------------------------------------- ------------------------------ ---------------------------------------------
Mark A. Simmons, 32 Trustee of the Trust Senior Financial Analyst,
106 Harbor Village Dr., #102 FDX Corporation,
Memphis, Tennessee 38103 Memphis, Tennessee
--------------------------------------------- ------------------------------ ---------------------------------------------
C. Frank Watson, III, 30 Secretary of the Trust President,
105 North Washington Street The Nottingham Company, Inc.,
Rocky Mount, North Carolina 27802 Rocky Mount, North Carolina
--------------------------------------------- ------------------------------ ---------------------------------------------
Julian G. Winters, 31 Treasurer and Assistant Legal and Compliance Director,
105 North Washington Street Secretary of the Trust The Nottingham Company, Inc.,
Rocky Mount, North Carolina 27802 Rocky Mount, North Carolina, since 1996;
Previously, Operations Manager,
Tar Heel Medical, Inc.,
Nashville, North Carolina
--------------------------------------------- ------------------------------ ---------------------------------------------
* Indicates that Trustee is an "interested person" of the Trust for purposes
of the 1940 Act.
</TABLE>
Compensation. The officers of the Trust will not receive compensation from the
Trust for performing the duties of their offices. Each Trustee who is not an
"interested person" of the Trust receives a fee of $500 each year plus expenses
incurred in connection with attendance at each Board meeting.
<TABLE>
<S> <C> <C> <C> <C>
Compensation Table*
Pension
Retirement Total
Aggregate Benefits Estimated Compensation
Compensation Accrued As Annual from the Trust
Name of Person, From the Part of Fund Benefits Upon Paid to
Position Fund Expenses Retirement Trustees
-------- ---- -------- ---------- --------
Michael A. Farris
Trustee $500 0 0 $500
David R. Reed
Trustee $500 0 0 $500
Mark A. Simmons
Trustee $500 0 0 $500
* Figures are for the fiscal year ended May 31, 2000.
** Each of the Trustees serves as a Trustee to the Fund of the Trust.
</TABLE>
Principal Holders of Voting Securities. As of September 14, 2000, the Trustees
and Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of the Fund. On
that same date, the following shareholders owned of record more than 5% of the
outstanding shares of the Fund. Except as provided below, no person is known by
the Trust to be the beneficial owner of more than 5% of the outstanding shares
of the Fund as of September 14, 2000.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
---------------- -------------------- -------
Robert T. Plonien 232,941.918 shares 19.389%
401 Morris Circle
Humboldt, Tennessee 38343
Robert D. Hickerson, III 104,469.521 shares 8.696%
5735 East Main Street
Trezevant, Tennessee 38258
Investment Advisor. Information about Shanklin Capital Management, Inc.
("Advisor") and its duties and compensation as Advisor are contained in the
Prospectus.
The Advisor will receive a monthly management fee equal to an annual rate of
0.85% of the average daily net assets of the Fund. For the fiscal year ended May
31, 2000, the Advisor received $26,009 after waivers of a portion of those fees.
For the fiscal period June 29, 1988 (commencement of operations) to May 31,
1999, the Advisor received $2,057 of its fees after waivers of a portion of
those fees.
The Advisor manages each Fund's investments in accordance with the stated
policies of each Fund, subject to the approval of the Trust's Trustees. The
Advisor is responsible for investment decisions, and provides the Fund with
portfolio managers who are authorized by the Trustees to execute purchases and
sales of securities. The portfolio manager for the Fund is Tim L. Shanklin,
President of the Advisor. The Trust, the Advisor, and the Distributor each have
adopted a Code of Ethics that permits its personnel, subject to such respective
Code of Ethics, to invest in securities, including securities that may be
purchased or held by a Fund. The Advisor's Code of Ethics subjects its
employees' personal securities transactions to various restrictions to ensure
that such trading does not disadvantage any Fund advised by the Advisor. In that
regard, portfolio managers and other investment personnel of the Advisor must
report their personal securities transactions and holdings, which are reviewed
for compliance with the Code of Ethics. Portfolio managers and other investment
personnel who comply with the Code of Ethics' procedures may be permitted to
purchase, sell or hold securities which also may be or are held in Fund(s) they
manage or for which they otherwise provide investment advice.
Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from its reckless
disregard of its duties and obligations under the Agreement.
Fund Accountant and Administrator. The Trust has entered into a Fund Accounting
and Administration Agreement with The Nottingham Company, Inc.
("Administrator"), 105 North Washington Street, Post Office Box 69, Rocky Mount,
North Carolina 27802-0069, pursuant to which the Administrator receives a fund
administration fee at the annual rate of 0.15% of the average daily net assets
of the Fund on the first $100 million; and 0.125% of its average daily net
assets in excess of $100 million. In addition, the Administrator currently
receives a base monthly fund accounting fee of $2,000 for accounting and
recordkeeping services for the Fund. The Administrator also charges the Fund for
certain costs involved with the daily valuation of investment securities and is
reimbursed for out-of-pocket expenses. The Administrator charges a minimum fee
of $3,000 per month for all of its fees taken in the aggregate, analyzed
monthly.
For the fiscal year ended May 31, 2000, the Administrator received $15,059 in
fund administration fees and $24,000 in fund accounting fees for its services to
the Fund. For the fiscal period June 29, 1998 (commencement of operations) to
May 31, 1999, the Administrator received $6,318 after fee waivers in fund
administration fees and $22,000 in fund accounting fees for its services to the
Fund.
The Administrator performs the following services for the Fund: (1) coordinates
with the Custodian and monitors the services it provides to the Fund; (2)
coordinates with and monitors any other third parties furnishing services to the
Fund; (3) provides the Fund with necessary office space, telephones, and other
communications facilities and personnel competent to perform administrative and
clerical functions for the Fund; (4) supervises the maintenance by third parties
of such books and records of the Fund as may be required by applicable federal
or state law; (5) prepares or supervises the preparation by third parties of all
federal, state, and local tax returns and reports of the Fund required by
applicable law; (6) prepares and, after approval by the Trust, files and
arranges for the distribution of proxy materials and periodic reports to
shareholders of the Fund as required by applicable law; (7) prepares and, after
approval by the Trust, arranges for the filing of such registration statements
and other documents with the SEC and other federal and state regulatory
authorities as may be required by applicable law; (8) reviews and submits to the
officers of the Trust for their approval invoices or other requests for payment
of Fund expenses and instruct the Custodian to issue checks in payment thereof;
and (9) takes such other action with respect to the Fund as may be necessary in
the opinion of the Administrator to perform its duties under the agreement. The
Administrator also provides certain accounting and pricing services for the
Fund.
Transfer Agent. The Trust has entered in a Dividend Disbursing and Transfer
Agent agreement with NC Shareholder Services, LLC ("Transfer Agent"), a North
Carolina limited liability company, to serve as transfer, dividend paying, and
shareholder servicing agent for the Fund. The Transfer Agent is compensated
based upon a $15.00 fee per shareholder per year, subject to a minimum fee of
$750 per month. The address of the Transfer Agent is 107 North Washington
Street, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365. For the
fiscal year ended May 31, 2000, the Transfer Agent received $9,000 for its
services to the Fund. For the fiscal period June 29, 1998 (commencement of
operations) to May 31, 1999, the Transfer Agent received $8,250 for its services
to the Fund.
Distributor. Capital Investment Group, Inc. ("Distributor"), Post Office Box
32249, Raleigh, North Carolina 27622, acts as principal underwriter and
distributor of the Fund's shares for the purpose of facilitating the
registration of shares of the Fund under state securities laws and to assist in
sales of Fund shares pursuant to a Distribution Agreement ("Distribution
Agreement") approved by the Board of Trustees of the Trust.
In this regard, the Distributor has agreed at its own expense to qualify as a
broker-dealer under all applicable federal or state laws in those states which
the Fund shall from time to time identify to the Distributor as states in which
it wishes to offer its shares for sale, in order that state registrations may be
maintained for the Fund.
The Distributor is a broker-dealer registered with the SEC and a member in good
standing of the National Association of Securities Dealers, Inc.
Either party upon 60-days' prior written notice to the other party may terminate
the Distribution Agreement.
Custodian. First Union National Bank ("Custodian"), 123 South Broad Street,
Philadelphia, Pennsylvania 19109 serves as custodian for the Fund's assets. The
Custodian acts as the depository for the Fund, safekeeps its portfolio
securities, collects all income and other payments with respect to portfolio
securities, disburses monies at the Fund's request and maintains records in
connection with its duties as Custodian. For its services as Custodian, the
Custodian is entitled to receive from the Fund an annual fee based on the
average net assets of the Fund held by the Custodian.
Independent Auditors. The firm of Deloitte & Touche, LLP, Princeton Forrestal
Village, 116-300 Village Boulevard, Princeton, New Jersey 08540, serves as
independent auditors for the Fund and audits the annual financial statements of
the Fund, prepares the Fund's federal and state tax returns, and consults with
the Fund on matters of accounting and federal and state income taxation. A copy
of the most recent annual report of the Fund will accompany this SAI whenever it
is requested by a shareholder or prospective investor.
Legal Counsel. Dechert serves as legal counsel to the Trust and the Fund.
Code of Ethics. The Trust and the Advisor each had adopted a code of ethics, as
required by applicable law, which is designed to prevent affiliated persons of
the Trust and the Advisor from engaging in deceptive, manipulative, or
fraudulent activities in connection with securities held or to be acquired by
the Funds (which may also be held by persons subject to a code). There can be no
assurance that the codes will be effective in preventing such activities.
SPECIAL SHAREHOLDER SERVICES
The Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be made
at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement plans and others, investors are free to make
additions and withdrawals to or from their account as often as they wish. When
an investor makes an initial investment in the Fund, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a confirmation statement showing the current transaction and all
prior transactions in the shareholder account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
Administrator will automatically charge the checking account for the amount
specified ($100 minimum) which will be automatically invested in shares at the
public offering price on or about the 21st day of the month. The shareholder may
change the amount of the investment or discontinue the plan at any time by
writing to the Fund.
Systematic Withdrawal Plan. Shareholders owning shares with a value of $5,000 or
more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March, June, September and December) in
order to make the payments requested. The Fund has the capacity of
electronically depositing the proceeds of the systematic withdrawal directly to
the shareholder's personal bank account ($5,000 minimum per bank wire).
Instructions for establishing this service are included in the Fund Shares
Application, enclosed in the Prospectus, or available by calling the Fund. If
the shareholder prefers to receive his systematic withdrawal proceeds in cash,
or if such proceeds are less than the $5,000 minimum for a bank wire, checks
will be made payable to the designated recipient and mailed within 7 days of the
valuation date. If the designated recipient is other than the registered
shareholder, the signature of each shareholder must be guaranteed on the
application (see "Signature Guarantees" in the Prospectus). A corporation (or
partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the Fund
upon sixty days written notice or by a shareholder upon written notice to the
Fund. Applications and further details may be obtained by calling the Fund at
1-800-773-3863, or by writing to:
SCM Strategic Growth Fund
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Purchases in Kind. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such securities is at the
sole discretion of the Advisor based upon the suitability of the securities
accepted for inclusion as a long term investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as
described in "Purchase and Redemption Price" in the Prospectus.
Redemptions in Kind. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future, which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case, the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any ninety-day period, the lesser of (a) $250,000 or (b)
one percent (1%) of the Fund's net asset value at the beginning of such period.
Transfer of Registration. To transfer shares to another owner, send a written
request to the Fund at the address shown herein. Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s) appear(s) on the account
registration; (3) the new account registration, address, social security or
taxpayer identification number and how dividends and capital gains are to be
distributed; (4) signature guarantees (See the Prospectus under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations, administrators, executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.
ADDITIONAL INFORMATION ON PERFORMANCE
From time to time, the total return of the Fund may be quoted in advertisements,
sales literature, shareholder reports or other communications to shareholders.
The Fund computes the "average annual total return" of the Fund by determining
the average annual compounded rates of return during specified periods that
equate the initial amount invested to the ending redeemable value of such
investment. This is done by determining the ending redeemable value of a
hypothetical $1,000 initial payment. This calculation is as follows:
P(1+T)n = ERV
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.
P = hypothetical initial payment of $1,000 from which the
maximum sales load is deducted.
n = period covered by the computation, expressed in terms of
years.
The Fund may also compute the aggregate total return of the Fund, which is
calculated in a similar manner, except that the results are not annualized.
The calculation of average annual total return and aggregate total return assume
that there is a reinvestment of all dividends and capital gain distributions on
the reinvestment dates during the period. The ending redeemable value is
determined by assuming complete redemption of the hypothetical investment and
the deduction of all nonrecurring charges at the end of the period covered by
the computations.
The total return of the Fund for the fiscal year ended May 31, 2000 was -0.98%.
The average annual total return of the Fund for the period from commencement of
operations (June 29, 1998) to May 31, 2000 was 1.42%. The cumulative total
return of the Fund for the period from commencement of operations (June 29,
1998) to May 31, 2000 was 2.74%.
The Fund's performance may be compared in advertisements, sales literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized indices or other measures of
investment performance. In particular, the Fund may compare its performance to
the S&P 500 Index, the Lehman Aggregate Bond Index, or a combination of such
indices. Comparative performance may also be expressed by reference to a ranking
prepared by a mutual fund monitoring service or by one or more newspapers,
newsletters or financial periodicals. The Fund may also occasionally cite
statistics to reflect its volatility and risk.
The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of total return as described
above. As indicated, from time to time, the Fund may advertise its performance
compared to similar funds or portfolios using certain indices, reporting
services, and financial publications. These may include the following:
o Lipper Analytical Services, Inc. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and
takes into account any change in net asset value over a specific period of
time.
o Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for two
weeks.
Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or total return, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and compute offering price. Advertisements and
other sales literature for the Fund may quote total returns that are calculated
on non-standardized base periods. The total returns represent the historic
change in the value of an investment in the Fund based on monthly reinvestment
of dividends over a specified period of time.
From time to time the Fund may include in advertisements and other
communications information, charts, and illustrations relating to inflation and
the effects of inflation on the dollar, including the purchasing power of the
dollar at various rates of inflation. The Fund may also disclose from time to
time information about its portfolio allocation and holdings at a particular
date (including ratings of securities assigned by independent rating services
such as S&P and Moody's). The Fund may also depict the historical performance of
the securities in which the Fund may invest over periods reflecting a variety of
market or economic conditions either alone or in comparison with alternative
investments, performance indices of those investments, or economic indicators.
The Fund may also include in advertisements and in materials furnished to
present and prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.
FINANCIAL STATEMENTS
The audited financial statements for the fiscal year ended May 31, 2000,
including the financial highlights appearing in the Annual Report to
shareholders, are incorporated by reference and made a part of this document.
<PAGE>
APPENDIX A
DESCRIPTION OF RATINGS
The Fund may acquire from time to time fixed income securities that meet the
following minimum rating criteria ("Investment-Grade Debt Securities") (or if
not rated, of equivalent quality as determined by the Advisor). Not more than
50% of the total fixed income portion of the portfolio (not more than 15% of the
Fund's assets) will be invested in fixed income securities that are not
Investment-Grade Debt Securities. The various ratings used by the nationally
recognized securities rating services are described below.
A rating by a rating service represents the service's opinion as to the credit
quality of the security being rated. However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Advisor believes that the quality of fixed income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell or hold a
security, because it does not take into account market value or suitability for
a particular investor. When a security has received a rating from more than one
service, each rating is evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating services from
other sources that they consider reliable. Ratings may be changed, suspended or
withdrawn as a result of changes in or unavailability of such information, or
for other reasons.
Standard & Poor's Ratings Services. The following summarizes the highest four
ratings used by Standard & Poor's Ratings Services ("S&P") for bonds which are
deemed to be Investment-Grade Debt Securities by the Advisor:
AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity of the obligor to meet its
financial commitment on the obligation.
AA - Debt rated AA differs from AAA issues only in a small degree. The
obligor's capacity to meet its financial commitment on the obligation is
very strong.
A - Debt rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in
higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.
BBB - Debt rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.
Bonds rated BB, B, CCC, CC and C are not considered by the Advisor to be
Investment-Grade Debt Securities and are regarded, on balance, as having
significant speculative characteristics with respect to the obligor's capacity
to meet its financial commitment on the obligation. BB indicates the lowest
degree of speculation and C the highest degree of speculation. While such bonds
may have some quality and protective characteristics, these may be outweighed by
large uncertainties or major risk exposures to adverse conditions.
Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.
The rating SP-1 is the highest rating assigned by S&P to short term notes and
indicates strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation. The rating SP-2 indicates a satisfactory capacity to pay principal
and interest, with some vulnerability to adverse financial and economic changes
over the term of the notes.
Moody's Investors Service, Inc. The following summarizes the highest four
ratings used by Moody's Investors Service, Inc. ("Moody's") for bonds which are
deemed to be Investment-Grade Debt Securities by the Advisor:
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A - Debt which is rated A possesses many favorable investment attributes
and is to be considered as an upper medium grade obligation. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Debt which is rated Baa is considered as a medium grade obligation,
i.e., it is neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such debt lacks outstanding
investment characteristics and in fact has speculative characteristics as
well.
Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category. Bonds which are rated Ba, B, Caa, Ca or C by
Moody's are not considered Investment-Grade Debt Securities by the Advisor.
Bonds rated Ba are judged to have speculative elements because their future
cannot be considered as well assured. Uncertainty of position characterizes
bonds in this class, because the protection of interest and principal payments
often may be very moderate and not well safeguarded.
Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the security over any long period for time may be small. Bonds
which are rated Caa are of poor standing. Such securities may be in default or
there may be present elements of danger with respect to principal or interest.
Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or supporting institutions) are considered to have a
superior ability for repayment of short-term promissory obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established access to a range of financial markets and assured sources of
alternative liquidity. Issuers rated Prime-2 (or supporting institutions) are
considered to have a strong ability for repayment of short-term promissory
obligations. This will normally be evidenced by many of the characteristics of
issuers rated Prime-1 but to a lesser degree. Earnings' trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriated may be more affected by external
conditions. Ample alternate liquidity is maintained.
The following summarizes the two highest ratings used by Moody's for short-term
notes and variable rate demand obligations:
MIG-l; VMIG-l - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
MIG-2; VMIG-2 - Obligations bearing these designations are of a high
quality with ample margins of protection.
Duff & Phelps Credit Rating Co. The following summarizes the highest four
ratings used by Duff & Phelps Credit Rating Co. ("D&P") for bonds which are
deemed to be Investment-Grade Debt Securities by the Advisor:
AAA - Bonds that are rated AAA are of the highest credit quality. The
risk factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.
AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
A - Bonds rated A have average but adequate protection factors. The risk
factors are more variable and greater in periods of economic stress.
BBB - Bonds rated BBB have below-average protection factors but are still
considered sufficient for prudent investment. There is considerable
variability in risk during economic cycles.
Bonds rated BB, B and CCC by D&P are not considered Investment-Grade Debt
Securities and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The rating Duff l is the highest rating assigned by D&P for short-term debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1 and
Duff 1- within the highest rating category. Duff l+ indicates highest certainty
of timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
Fitch Investors Service, Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc. ("Fitch") for bonds which are deemed to be
Investment-Grade Debt Securities by the Advisor:
AAA - Bonds are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA - Bonds are considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A - Bonds that are rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds with
higher ratings.
BBB - Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have adverse
impact on these bonds, and therefore impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category. A "ratings outlook" is used to describe the
most likely direction of any rating change over the intermediate term. It is
described as "Positive" or "Negative". The absence of a designation indicates a
stable outlook.
Bonds rated BB, B and CCC by Fitch are not considered Investment-Grade Debt
Securities and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The following summarizes the two highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments and commercial paper:
F-1+ - Instruments assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1 - Instruments assigned this rating reflect an assurance of timely
payment only slightly less in degree than issues rated F-1+.
The term symbol "LOC" indicates that the rating is based on a letter of credit
issued by a commercial bank.
<PAGE>
________________________________________________________________________________
SCM STRATEGIC
GROWTH FUND
________________________________________________________________________________
a series of the SCM Investment Trust
Annual Report 2000
FOR THE YEAR ENDED MAY 31
INVESTMENT ADVISOR
Shanklin Capital Management, Inc.
1420 Osborne Street
Suite B16
Humboldt, TN 38343
1-901-784-4444
SCM STRATEGIC GROWTH FUND
107 North Washington Street
Post Office Drawer 4365
Rocky Mount, North Carolina 27803-0365
1-800-525-3863
This report and the financial statements contained herein are submitted for the
general information of the shareholders of the Fund. This report is not
authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective prospectus. Mutual fund shares are not deposits
or obligations of, or guaranteed by, any depository institution. Shares are not
insured by the FDIC, Federal Reserve Board or any other agency, and are subject
to investment risks, including possible loss of principal amount invested.
Neither the fund nor the fund's distributor is a bank.
For more information about the SCM Strategic Growth Fund, including charges and
expenses, call the fund for a free prospectus. You should read the prospectus
carefully before you invest or send money.
<PAGE>
SCM FUNDS
Dear Fellow Shareholders:
We are pleased to provide you with this annual report for the SCM Strategic
Growth Fund for the fiscal year ending May 31, 2000. Over this twelve-month
period, the Fund produced a total return of -0.98%. Consequently, the Fund
underperformed both the Russell 3000 Index (10.45%) and the Lipper Flexible
Portfolio Fund Index (5.77%).
This twelve-month performance "snapshot" differs dramatically from the previous
quarter ended March 31st. At that time, the Fund closed at $11.44 -- up 16.59%
in one year and up 5.63% for the first three months of calendar year 2000. Both
respectable absolute and relative returns. The collapse which followed in April
and May was swift and discouraging, but no doubt probably long overdue. As
evidenced by the table below, the technology-laden Nasdaq Composite Index
suffered most. However, no particular sector or index was entirely immune to the
plummet in stock prices.
<TABLE>
<S> <C> <C> <C>
YTD through Mar. 31, 2000 to May 28, 1999 to
May 31, 2000 May 31,2000 May 31, 2000
------------ ----------- ------------
SCM Strategic Growth Fund (closing price on May 31, 2000: $10.25) -5.36% -10.40% -0.98%
Nasdaq Composite Index -16.43% -25.63% 37.66%
Dow Jones Industrial Average -8.48% -3.66% -0.35%
Russell 3000 Index -2.44% -6.30% 10.45%
Wilshire 5000 Index (Best measure of the entire U.S. stock market) -5.50% -8.70% 8.99%
</TABLE>
The performance gap between the few technology favorites and the many also-rans
had reached epic proportions. One analyst calculated that current valuation
levels were so far from market norms that they should occur only once every 285
billion years. For many months investors tried to justify ever higher stock
prices for companies with no earnings and little prospect for earnings in the
coming years. While there are many proposed reasons why stocks dropped so
dramatically, it would simply seem unsustainable price valuations were the
primary culprit.
The dominant pricing tool for top-performing equities had become a multiple of
forward revenues. It appears that the market revalued these stocks to more
conventional and traditional techniques tied to earnings. When this occurs
prices can easily get cut in half, which in many cases is exactly what we've
seen.
Another factor may have been the market's appetite for initial public offerings
(IPO's). Over long time periods, fundamentals move stock prices, particularly
earnings growth. However, over short periods, supply/demand and investor
psychology may often drive prices. The recent IPO market has seen companies go
public that in less exuberant times would have remained private for several more
years. Many retail investors essentially became mid-stage venture capital
investors--sharing the lofty return expectations of professional venture
capitalists without sharing the same understanding of the risk. This high
return/low risk expectation drove margin borrowing to record highs. Leverage
then intensified recent stock price declines, as those investors who borrowed
had to sell to cover losses.
A "benefit" to the stock market correction is that concerns over a "bubble" have
been greatly reduced. Asset prices have long been a source of worry at the
Federal Reserve. With a decline in stock prices, the Fed's policies are likely
to be more accommodative in the future than they otherwise would have been. This
will help to ensure the long-term health of the market, and do much more good
than any harm a short-term setback will cause. Furthermore, a positive shift in
economic sentiment during the last days of May spurred the markets to gains.
Recent reports have indicated that certain sectors of the economy may in fact be
slowing. This has many economists reducing the time and magnitude of future Fed
rate increases. We caution, however, that the Fed may not be done raising rates
so long as consumer demand remains high.
Our near-term outlook calls for more volatility, but this should not be a major
concern. Wealth is built over the long-term, and our outlook remains positive.
The long-term underlying trends moving this market are still in place.
"Baby-boomers" are getting older and saving for their retirement. Labor remains
tight, which means businesses will continue to invest in capital as a substitute
for labor. Major investment continues in communications, led by soaring demand
for wireless and internet services. These trends coupled with strong economic
growth and low to moderate inflation, should fuel stocks to at least average to
above-average annualized returns for the next several years. Just be mindful,
there will be more bumps along the way.
<PAGE>
The stock market frequently acts like a mirror, reflecting investor confidence
levels, but what ultimately drives the price of any one stock is the underlying
value of the corporation. For this reason, we continue to primarily invest in
quality managed companies with highly visible earnings. When the market
recovers, we find these stocks will have usually held up better and rebound
faster than lower quality stocks with little or no earnings.
Portfolio Notes
---------------
The market's recent descent made some previously overvalued stocks attractive
again -- particularly within the technology sector. At the end of the last
reporting period, November 1999, the Fund had approximately 78% of its total net
assets allocated to stocks. By May 31st , that figured had increased to 84%. In
addition, thirty-nine percent of the Fund's equity holdings were classified as
either low-tech or hi-tech. This is a modest increase from the last semi-annual
report and represents the Fund's highest allocation to technology since
inception. As currently structured, we believe the Fund's fifty-four equity
positions demonstrate an appropriate balance between growth and value.
Since year-end, the Fund's technology holdings, as a group, have performed well
despite the "noise" of April and May. Scientific-Atlanta (SFA), a benefactor of
the internet's expansion to TV, has been the Fund's stellar performer adding 82%
since December 31. SFA is followed by BEI Technologies (BEIQ) and Insight
Enterprises (NSIT). BEIQ and NSIT, both low-tech ideas, have each appreciated by
at least forty-percent since being acquired in March and April. Despite such
impressive short-term performance, we believe they can return even more over
time. Other non-tech positions have also contributed favorably to the Fund's
year-to-date results. These include Tidewater Inc. (TDW), an oil and energy
services firm profiting from higher energy costs, Kansas City Southern
Industries (KSU), Medtronic (MDT), and Southwest Airlines (LUV). Most of these
are higher by at least 25 percent.
On the other hand, we tactfully mention that some of the Fund's holdings have
not performed as we would hope. The apparent slowdown in the economy,
particularly in mortgage lending and consumer spending, has been especially hard
on retailers like Home Depot (HD) and Target (TGT). A few companies, Stillwater
Mining (SWC) and BMC Software (BMCS) come to mind, have been sidelined by
operational issues which when resolved should further enhance their business
prospects. We are content to wait and see. Even one of the blue-chip technology
companies, Lucent Technologies (LU), has had a tough go so far this calendar
year after falling short of Wall Street's expectations.
There is an old saying that "getting rich quick doesn't work. . .getting rich
slow does." We have never tried to make money fast for our clients. We manage a
blend of asset classes to control risk and safely seek capital appreciation. We
manage money, in other words, to create long-term wealth. Despite the market's
spring swoon, we are committed to the "bigger picture" and remain confident
long-term investors will be ultimately rewarded.
Sincerely,
/s/ Dan Shanklin /s/ Tim Shanklin
Dan Shanklin Tim Shanklin
Chairman Portfolio Manager
P.S. The day this report was sent to the printer (7/14), the closing price of
the Fund was $11.22.
<PAGE>
SCM STRATEGIC GROWTH FUND
Performance Update - $10,000 Investment
For the period from June 29, 1998 (Commencement of Operations)
to May 31, 2000
[LINE GRAPH HERE]
--------------------------------------------------------------------------------
SCM Strategic Lipper Flexible
Growth Fund Russell 3000 Index Portfolio Fund Index
--------------------------------------------------------------------------------
6/29/98 $10,000 $10,000 $10,000
8/31/98 7,770 8,287 8,930
11/30/98 8,700 10,108 10,125
2/28/99 9,504 10,720 10,438
5/31/99 10,376 11,395 10,819
8/31/99 9,945 11,473 10,838
11/30/99 10,486 12,207 11,121
2/29/00 10,815 12,598 11,337
5/31/00 10,274 12,740 11,442
This graph depicts the performance of the SCM Strategic Growth Fund versus the
Russell 3000 Index and the Lipper Flexible Portfolio Fund Index. It is important
to note that the SCM Strategic Growth Fund is a professionally managed mutual
fund while the indexes are not available for investment and are unmanaged. The
comparison is shown for illustrative purposes only.
Average Annual Total Returns
--------------------- ----------------------------------------
One Year Period Since 6/29/98 (commencement of
Ended 5/31/00 operations) to 5/31/00
--------------------- ----------------------------------------
(0.98)% 1.42%
--------------------- ----------------------------------------
The graph assumes an initial $10,000 investment at June 29, 1998 (commencement
of operations). All dividends and distributions are reinvested.
At May 31, 2000, the SCM Strategic Growth Fund would have grown to $10,274 - a
cumulative total investment return of 2.74% since June 29, 1998.
At May 31, 2000, a similar investment in the Russell 3000 Index would have grown
to $12,740 - a cumulative total investment return of 27.40%; and the Lipper
Flexible Portfolio Fund Index would have grown to $11,442 - a cumulative total
investment return of 14.42% since June 29, 1998.
Past performance is not a guarantee of future results. A mutual fund's share
price and investment return will vary with market conditions, and the principal
value of shares, when redeemed, may be worth more or less than the original
cost. Average annual total returns are historical in nature and measure net
investment income and capital gain or loss from portfolio investments assuming
reinvestments of dividends.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
PORTFOLIO OF INVESTMENTS
May 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 84.23%
Auto Parts - Original Equipment - 1.82%
Johnson Controls, Inc. ..................................................... 3,250 $ 185,047
-----------
Broadcast - Radio & Television - 1.55%
(a)Pixar, Inc. ................................................................ 4,600 157,550
-----------
Commercial Services - 5.52%
(a)Concord EFS, Inc. .......................................................... 8,415 204,064
Equifax Inc. ............................................................... 6,800 188,275
(a)NOVA Corporation ........................................................... 5,750 168,906
-----------
561,245
-----------
Computer Hardware & Software - 2.28%
(a)Insight Enterprises, Inc. .................................................. 5,100 231,412
-----------
Computer Software & Services - 8.46%
(a)Acxiom Corporation ......................................................... 6,915 202,264
(a)BMC Software, Inc. ......................................................... 4,100 180,400
(a)Cisco Systems, Inc. ........................................................ 3,380 192,660
(a)Oracle Corporation ......................................................... 2,475 177,891
(a)RealNetworks, Inc. ......................................................... 2,930 106,396
-----------
859,611
-----------
Computers - 7.88%
(a)Dell Computer Corporation .................................................. 4,820 207,862
(a)NCR Corporation ............................................................ 5,205 219,586
(a)Sun Microsystems, Inc. ..................................................... 2,400 183,900
(a)Xircom, Inc. ............................................................... 4,600 189,750
-----------
801,098
-----------
Diversified Operations - 1.60%
Minnesota Mining and Manufacturing Company ................................. 1,900 162,925
-----------
Electronics - 2.38%
BEI Technologies, Inc. ..................................................... 2,300 41,400
(a)SCI Systems, Inc. .......................................................... 4,460 200,700
-----------
242,100
-----------
Electronics - Semiconductor - 4.23%
(a)Advanced Micro Devices, Inc. ............................................... 2,100 171,019
Intel Corporation .......................................................... 2,075 258,597
-----------
429,616
-----------
Financial Services - 3.23%
(a)Pre-Paid Legal Services, Inc. .............................................. 5,300 159,994
(a)The Profit Recovery Group International, Inc. .............................. 9,300 168,562
-----------
328,556
-----------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
PORTFOLIO OF INVESTMENTS
May 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - (Continued)
Financial - Banks, Money Center - 6.28%
(a)Cumberland Bancorp, Inc. ................................................... 20,000 $ 255,000
J.P. Morgan & Co. Incorporated ............................................. 1,500 193,125
National Commerce Bancorporation ........................................... 10,000 190,000
-----------
638,125
-----------
Financial - Securities Brokers - 1.95%
The Charles Schwab Corporation ............................................. 7,020 198,754
-----------
Lodging - 0.47%
(a)Brookdale Living Communities, Inc. ......................................... 3,500 48,125
-----------
Medical Supplies - 4.22%
Medtronic, Inc. ............................................................ 4,982 257,196
(a)Renal Care Group, Inc. ..................................................... 7,205 172,019
-----------
429,215
-----------
Mining - 1.27%
(a)Stillwater Mining Company .................................................. 4,600 129,087
-----------
Oil & Gas - Domestic - 1.56%
(a)Louis Dreyfus Natural Gas Corp. ............................................ 4,900 158,331
-----------
Oil & Gas - Equipment & Services - 2.30%
Tidewater Inc. ............................................................. 6,000 233,250
-----------
Oil & Gas - International - 1.84%
Exxon Mobil Corporation .................................................... 2,240 186,620
-----------
Retail - Department Stores - 1.88%
Wal-Mart Stores, Inc. ...................................................... 3,310 190,739
-----------
Retail - General Merchandise - 4.23%
(a)Dollar Tree Stores, Inc. ................................................... 4,265 253,768
Target Corporation ......................................................... 2,810 176,152
-----------
429,920
-----------
Retail - Specialty Line - 1.56%
The Home Depot, Inc. ....................................................... 3,235 158,110
-----------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
PORTFOLIO OF INVESTMENTS
May 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - (Continued)
Telecommunications - 5.98%
(a)JDS Uniphase Corporation ................................................... 1,350 $ 118,800
(a)MasTec, Inc. ............................................................... 2,800 191,450
(a)Nextel Communications, Inc. ................................................ 1,185 109,761
SBC Communications Inc. .................................................... 4,295 187,638
-----------
607,649
-----------
Telecommunications Equipment - 4.82%
American Tower Corporation ................................................. 4,000 148,500
Lucent Technologies Inc. ................................................... 3,300 189,337
Scientific-Altanta, Inc. ................................................... 2,700 152,213
-----------
490,050
-----------
Transportation - Air - 3.72%
(a)FedEx Corp. ................................................................ 4,645 164,317
Southwest Airlines Co. ..................................................... 11,150 213,941
-----------
378,258
-----------
Transportation - Rail - 1.72%
Kansas City Southern Industries, Inc. ...................................... 2,600 174,850
-----------
Utilities - Telecommunications - 1.48%
(a)WorldCom, Inc. ............................................................. 4,000 150,500
-----------
Total Common Stocks (Cost $6,937,779) ............................................................ 8,560,743
-----------
------------------------------------------------------------------------------------------------------------------------------------
Interest Maturity
Principal Rate Date
------------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS - 10.18%
United States Treasury Note .......................... $150,000 5.000% 02/28/01 148,230
United States Treasury Note .......................... 120,000 5.125% 08/31/00 119,794
United States Treasury Strip ......................... 185,000 0.000% 11/15/00 179,747
Federal Home Loan Bank ............................... 150,000 6.810% 01/25/02 148,875
Federal National Mortgage Association ................ 150,000 5.625% 02/20/04 141,422
Federal National Mortgage Association ................ 150,000 6.570% 06/27/02 147,937
Federal National Mortgage Association ................ 150,000 7.000% 12/27/02 148,359
-----------
Total U.S. Government and Agency Obligations (Cost $1,041,719) ................................... 1,034,364
-----------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
PORTFOLIO OF INVESTMENTS
May 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 5.37%
Evergreen Money Market Treasury Institutional Money
Market Fund Institutional Service Shares ................................... 374,341 $ 374,341
Evergreen Money Market Treasury Institutional Treasury
Money Market Fund Institutional Service Shares ............................. 171,027 171,027
-----------
Total Investment Companies (Cost $545,368) ....................................................... 545,368
-----------
Total Value of Investments (Cost $8,524,866 (b)) ....................................... 99.78% $10,140,475
Other Assets Less Liabilities .......................................................... 0.22% 22,753
------ -----------
Net Assets ...................................................................... 100.00% $10,163,228
====== ===========
(a) Non-income producing investment.
(b) Aggregate cost for financial reporting and federal income tax purposes is the same. Unrealized appreciation
(depreciation) of investments for financial reporting and federal income tax purposes is as follows:
Unrealized appreciation ........................................................................... $ 1,744,175
Unrealized depreciation ........................................................................... (128,566)
-----------
Net unrealized appreciation ....................................................... $ 1,615,609
===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2000
ASSETS
Investments, at value (cost $8,524,866) ......................................................... $10,140,475
Income receivable ............................................................................... 23,450
Deferred organization expenses, net (note 3) .................................................... 16,602
-----------
Total assets ............................................................................... 10,180,527
-----------
LIABILITIES
Accrued expenses ................................................................................ 14,721
Disbursements in excess of cash on demand deposit ............................................... 2,578
-----------
Total liabilities .......................................................................... 17,299
-----------
NET ASSETS
(applicable to 991,813 shares outstanding; unlimited
shares of no par value beneficial interest authorized) ......................................... $10,163,228
===========
NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
($10,163,228 / 991,813 shares) .................................................................. $10.25
===========
NET ASSETS CONSIST OF
Paid-in capital ................................................................................. $ 9,261,585
Undistributed net investment oincome ............................................................ 20,054
Accumulated net realized loss on investments .................................................... (734,020)
Net unrealized appreciation on investments ...................................................... 1,615,609
-----------
$10,163,228
===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
STATEMENT OF OPERATIONS
Year ended May 31, 2000
INVESTMENT INCOME
Income
Interest ....................................................................................... $ 82,924
Dividends ...................................................................................... 65,166
---------
Total income ............................................................................. 148,090
---------
Expenses
Investment advisory fees (note 2) .............................................................. 85,337
Fund administration fees (note 2) .............................................................. 15,059
Custody fees ................................................................................... 4,137
Registration and filing administration fees (note 2) ........................................... 650
Fund accounting fees (note 2) .................................................................. 24,000
Audit fees ..................................................................................... 10,530
Legal fees ..................................................................................... 5,271
Securities pricing fees ........................................................................ 3,355
Shareholder recordkeeping fees ................................................................. 9,000
Shareholder servicing expenses ................................................................. 6,908
Registration and filing expenses ............................................................... 1,931
Printing expenses .............................................................................. 5,369
Amortization of deferred organization expenses (note 3) ........................................ 5,413
Trustee fees and meeting expenses .............................................................. 1,832
Other operating expenses ....................................................................... 5,964
---------
Total expenses ........................................................................... 184,756
---------
Less investment advisory fees waived (note 2) ............................................ (59,328)
---------
Net expenses ............................................................................. 125,428
---------
Net investment income ............................................................... 22,662
---------
REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS
Net realized loss from investment transactions ...................................................... (322,126)
Increase in unrealized appreciation on investments .................................................. 298,798
---------
Net realized and unrealized loss on investments ................................................ (23,328)
---------
Net decrease in net assets resulting from operations ..................................... $ (666)
=========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------------------------------------------------------------
Year ended Period ended
May 31, May 31,
2000 1999 (b)
------------------------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS
Operations
Net investment income .................................................... $ 22,662 $ 15,111
Net realized loss from investment transactions ........................... (322,126) (411,894)
Increase in unrealized appreciation on investments ....................... 298,798 1,316,811
----------- -----------
Net (decrease) increase in net assets resulting from operations ..... (666) 920,028
----------- -----------
Distributions to shareholders from
Net investment income .................................................... (9,538) (8,181)
----------- -----------
Capital share transactions
Increase in net assets resulting from capital share transactions (a) ..... 1,566,857 7,694,728
----------- -----------
Total increase in net assets ................................... 1,556,653 8,606,575
NET ASSETS
Beginning of period .......................................................... 8,606,575 0
----------- -----------
End of period (including undistributed net investment income
of $20,054 in 2000 and $6,930 in 1999) ....................... $10,163,228 $ 8,606,575
=========== ===========
(a) A summary of capital share activity follows:
------------------------------------------------------------------------------------
Year ended Period ended
May 31, 2000 May 31, 1999 (b)
Shares Value Shares Value
------------------------------------------------------------------------------------
Shares sold ............................... 411,852 $ 4,256,521 865,908 $ 8,035,651
Shares issued for reinvestment
of distributions ................... 882 9,538 878 8,181
----------- ----------- ----------- -----------
412,734 4,266,059 866,786 8,043,832
Shares redeemed ........................... (252,058) (2,699,202) (35,649) (349,104)
----------- ----------- ----------- -----------
Net increase ....................... 160,676 $ 1,566,857 831,137 $ 7,694,728
=========== =========== =========== ===========
(b) For the period from June 1, 1998 (initial seed date) to May 31, 1999.
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
SCM STRATEGIC GROWTH FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)
------------------------------------------------------------------------------------------------------------------------------------
Year ended Period ended
May 31, May 31,
2000 1999 (a)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period .......................................... $10.36 $10.00
(Loss) income from investment operations
Net investment income .............................................. 0.02 0.02 (b)
Net realized and unrealized (loss) gain on investments ............. (0.12) 0.35 (b)
----------- -----------
Total from investment operations .............................. (0.10) 0.37
----------- -----------
Distributions to shareholders from
Net investment income .............................................. (0.01) (0.01)
----------- -----------
Net asset value, end of period ................................................ $10.25 $10.36
=========== ===========
Total return .................................................................. (0.98)% 3.76 %
=========== ===========
Ratios/supplemental data
Net assets, end of period ............................................... $10,163,228 $ 8,606,575
=========== ===========
Ratio of expenses to average net assets
Before expense reimbursements and waived fees ...................... 1.84 % 2.68 %(c)
After expense reimbursements and waived fees ....................... 1.25 % 1.25 %(c)
Ratio of net investment (loss) income to average net assets
Before expense reimbursements and waived fees ...................... (0.37)% (1.07)%(c)
After expense reimbursements and waived fees ....................... 0.23 % 0.35 %(c)
Portfolio turnover rate ................................................. 113.59 % 45.51 %
(a) For the period from June 29, 1998 (commencement of operations) to May 31, 1999.
(b) Includes undistributed net investment income of $0.00 per share and undistributed net realized gains and unrealized gains of
$0.00 per share, from June 1, 1998 (seed date) through June 29, 1998 (commencement of operations).
(c) Annualized.
See accompanying notes to financial statements
</TABLE>
<PAGE>
SCM STRATEGIC GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
The SCM Strategic Growth Fund (the "Fund"), an open-ended investment
company, is a diversified series of shares of beneficial interest of
The SCM Investment Trust (the "Trust"). The Trust was organized on
April 18, 1998 as a Massachusetts Business Trust and is registered
under the Investment Company Act of 1940, as amended. The investment
objective of the Fund is to provide its shareholders with a maximum
total return consisting of any combination of realized and unrealized
capital appreciation. Current income is of secondary importance. The
Fund will seek to achieve this objective by investing primarily in a
flexible portfolio of equity securities, fixed income securities, and
money market instruments. The Fund was initially seeded on June 1,
1998. The Fund had no net investment income, or net realized and
unrealized gains from the seed date through the commencement of
operations, or June 29, 1998. The following is a summary of significant
accounting policies followed by the Fund.
A. Security Valuation - The Fund's investments in securities are
carried at value. Securities listed on an exchange or quoted on a
national market system are valued at the last sales price as of
4:00 p.m. New York time on the day of valuation. Other securities
traded in the over-the-counter market and listed securities for
which no sale was reported on that date are valued at the most
recent bid price. Securities for which market quotations are not
readily available, if any, are valued by using an independent
pricing service or by following procedures approved by the Board
of Trustees. Short-term investments are valued at cost which
approximates value.
B. Federal Income Taxes - No provision has been made for federal
income taxes since substantially all taxable income has been
distributed to shareholders. It is the policy of the Fund to
comply with the provisions of the Internal Revenue Code
applicable to regulated investment companies and to make
sufficient distributions of taxable income to relieve it from all
federal income taxes.
The Fund has capital loss carryforwards for federal income tax
purposes of $734,020, $411,894 of which expires in the year 2007
and $322,126 of which expires in the year 2008. It is the
intention of the Board of Trustees of the Trust not to distribute
any realized gains until the carryforwards have been offset or
expire.
C. Investment Transactions - Investment transactions are recorded on
the trade date. Realized gains and losses are determined using
the specific identification cost method. Interest income is
recorded daily on an accrual basis. Dividend income is recorded
on the ex-dividend date.
D. Distributions to Shareholders - The Fund may declare dividends
quarterly, payable in March, June, September and December, on a
date selected by the Trust's Trustees. In addition, distributions
may be made annually in December out of net realized gains
through October 31 of that year. Distributions to shareholders
are recorded on the ex-dividend date. The Fund may make a
supplemental distribution subsequent to the end of its fiscal
year ending May 31.
E. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts of assets, liabilities, expenses and revenues reported in
the financial statements. Actual results could differ from those
estimates.
(Continued)
<PAGE>
SCM STRATEGIC GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS
Pursuant to an investment advisory agreement, Shanklin Capital
Management, Inc. (the "Advisor") provides the Fund with a continuous
program of supervision of the Fund's assets, including the composition
of its portfolio, and furnishes advice and recommendations with respect
to investments, investment policies and the purchase and sale of
securities. As compensation for its services, the Advisor receives a
fee at the annual rate of 0.85% of the Fund's average daily net assets.
The Advisor intends to voluntarily waive all or a portion of its fee
and reimburse expenses of the Fund to limit total Fund operating
expenses to 1.25% of the average daily net assets of the Fund. There
can be no assurance that the foregoing voluntary fee waivers or
reimbursements will continue. The Advisor has voluntarily waived a
portion of its fee amounting to $59,328 ($0.06 per share) for the year
ended May 31, 2000.
The Fund's administrator, The Nottingham Company (the "Administrator"),
provides administrative services to and is generally responsible for
the overall management and day-to-day operations of the Fund pursuant
to an accounting and administrative agreement with the Trust. As
compensation for its services, the Administrator receives a fee at the
annual rate of 0.15% of the Fund's first $100 million of average daily
net assets, and 0.125% of average daily net assets over $100 million.
The Administrator also receives a monthly fee of $2,000 for accounting
and recordkeeping services. The contract with the Administrator
provides that the aggregate fees for the aforementioned administration,
accounting and recordkeeping services shall not be less than $3,000 per
month. The Administrator also charges the Fund for certain expenses
involved with the daily valuation of portfolio securities.
North Carolina Shareholder Services, LLC (the "Transfer Agent") serves
as the Fund's transfer, dividend paying, and shareholder servicing
agent. The Transfer Agent maintains the records of each shareholder's
account, answers shareholder inquiries concerning accounts, processes
purchases and redemptions of the Fund shares, acts as dividend and
distribution disbursing agent, and performs other shareholder servicing
functions.
Certain Trustees and officers of the Trust are also officers of the
Advisor, the distributor or the Administrator.
NOTE 3 - DEFERRED ORGANIZATION EXPENSES
All expenses of the Fund incurred in connection with its organization
and the registration of its shares have been assumed by the Fund. The
organization expenses are being amortized over a period of sixty
months. Investors purchasing shares of the Fund bear such expenses only
as they are amortized against the Fund's investment income.
NOTE 4 - PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term investments,
aggregated $12,106,175 and $10,659,224, respectively, for the year
ended May 31, 2000.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholders of SCM Investment Trust and
Shareholders of SCM Strategic Growth Fund:
We have audited the accompanying statement of assets and liabilities of SCM
Strategic Growth Fund, including the portfolio of investments, as of May 31,
2000, and the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended May 31, 2000 and 1999,
and financial highlights for the periods presented. 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 auditing standards generally accepted
in the United States of America. 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
the securities owned as of May 31, 2000, by correspondence with the Fund's
custodian and brokers. 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 SCM
Strategic Growth Fund as of May 31, 2000, the results of its operations for the
year ended, and the changes in its net assets and the financial highlights for
the respective stated periods, in conformity with accounting principles
generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Princeton, New Jersey
June 23, 2000
<PAGE>
THIS PAGE FOR NOTES AND COMPUTATIONS
<PAGE>
SCM Funds
P. O. Box 4365
Rocky Mount, NC 27803-0365
<PAGE>
PART C
======
SCM INVESTMENT TRUST
FORM N-1A
OTHER INFORMATION
ITEM 23. Exhibits
--------
(a) Declaration of Trust.^1
(b) By-Laws.^1
(c) Certificates for shares are not issued. Articles V, VI, VIII, and X of
the Declaration of Trust, previously filed as Exhibit (a) hereto,
define the rights of holders of Shares.^1
(d) Investment Advisory Agreement between the SCM Investment Trust and
Shanklin Capital Management, Inc., as Advisor.^3
(e) Distribution Agreement between the SCM Investment Trust and Capital
Investment Group, Inc., as Distributor.^3
(f) Not Applicable.
(g) Custodian Agreement between the SCM Investment Trust and First Union
National Bank, as Custodian.^3
(h)(1) Fund Accounting and Compliance Administration Agreement between the SCM
Investment Trust and The Nottingham Company, Inc., as Administrator.^3
(h)(2) Dividend Disbursing and Transfer Agent Agreement between the SCM
Investment Trust and NC Shareholder Services, LLC, as Transfer Agent.^3
(h)(3) Expense Limitation Agreement between the SCM Investment Trust and
Shanklin Capital Management, Inc. with respect to the SCM Strategic
Growth Fund.^3
(h)(4) Amended and Restated Expense Limitation Agreement between the SCM
Investment Trust and Shanklin Capital Management, Inc. with respect to
the SCM Strategic Growth Fund.
(i)(1) Opinion and Consent of Poyner & Spruill LLP, Counsel, regarding the
legality of securities being registered with respect to the SCM
Strategic Growth Fund.^2
(i)(2) Consent of Dechert, Counsel, with respect to the SCM Strategic Growth
Fund.
(j) Consent of Deloitte & Touche LLP, Independent Public Accountants, with
respect to the SCM Strategic Growth Fund.
(k) Not applicable.
(l) Initial Stock Subscription Agreement.^3
(m) Distribution Plan under Rule 12b-1 for the SCM Strategic Growth Fund.^3
(n) Not applicable.
(p)(1) Code of Ethics for the SCM Investment Trust.
(p)(2) Code of Ethics for Shanklin Capital Management, Inc.
(q) Copies of Power of Attorney.^2
-----------------------
1. Incorporated herein by reference to SCM Investment Trust's Registration
Statement on Form N-1A filed April 9, 1998 (File No. 333-49831).
2. Incorporated herein by reference to SCM Investment Trust's Registration
Statement on Form N-1A Pre-Effective Amendment No. 1 filed June 24,
1998 (File No. 333-49831).
3. Incorporated herein by reference to SCM Investment Trust's Registration
Statement on Form N-1A Post-Effective Amendment No. 1 filed August 2,
1999 (File No. 333-49831).
ITEM 24. Persons Controlled by or Under Common Control with the Registrant
-----------------------------------------------------------------
No person is controlled by or under common control with the SCM
Investment Trust.
ITEM 25. Indemnification
---------------
With respect to indemnification of any directors, officer, underwriter
or affiliated person of the Trust for liability incurred in those persons
official capacity, Article V, Section 5.3 of the Trust's Declaration of Trust
provides that the trustees, officers, employees or agents of the Trust in
incurring any debts, liabilities or obligations, or in taking or omitting any
other actions for or in connection with the Trust, are, and each shall be deemed
to be, acting as Trustee, officer, employee or agent of the Trust and not in his
own individual capacity. Section 5.3.1 of Article V further provides that as
long as they have acted under the belief that their actions are in the best
interest of the Trust, the trustees and officers shall not be responsible for or
liable in any event for neglect or wrongdoing by them or any officer, agent,
employee, investment advisor or principal underwriter of the Trust or of any
entity providing administrative services for the Trust, but nothing in the
Declaration of Trust shall protect any trustee or officer against any liability
to which he would otherwise be subject by reason of willful malfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office.
Section 5.4 requires the trustees to use every reasonable means to
assure that all persons having dealings with the Trust are informed that the
property of the shareholders and the trustees, officers, employees and agents of
the Trust is not subject to claims against or obligations of the Trust to any
extent whatsoever. Further, the trustees shall cause to be inserted in any
written agreement, undertaking or obligation made or issued on behalf of the
Trust (including certificates, if any, for Shares of the Trust) an appropriate
reference to this Declaration, providing that neither the shareholders, the
trustees, the officers, the employees nor any agent of the Trust shall be liable
thereunder, and that the other parties to such instrument shall look solely to
the Trust Property for the payment of any claim thereunder or for the
performance thereof; but the omission of such provisions from any such
instrument shall not render any shareholder, trustee, officer, employee or agent
liable, nor shall the trustees, or any officer, agent or employee of the Trust
be liable, to anyone for such omission. If, notwithstanding this provision, any
shareholder, trustee, officer, employee or agent shall be held liable to any
other person by reason of the omission of such provision from any such
agreement, undertaking or obligation, the shareholder, trustee, officer,
employee or agent shall be entitled to indemnity and reimbursement out of the
Trust Property.
Section 5.5.1 provides that subject to the other provisions of Article
V, every person who is or has been a trustee, officer, employee or agent of the
Trust and every person who serves at the trustees request as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall be indemnified by the Trust to the fullest extent
permitted by law against all liabilities and against all expenses reasonably
incurred or paid by him in connection with any debt, claim, action, demand,
suit, proceeding, judgment, decree, liability or obligation of any kind in which
he becomes involved as a party or otherwise or is threatened by virtue of his
being or having been a trustee, officer, employee or agent of the Trust or of
another corporation, partnership, joint venture, trust or other enterprise at
the request of the Trust and against amounts paid or incurred by him in the
compromise or settlement thereof.
Section 5.5.3 provides that there shall be no indemnification to a
trustee or officer: (i) against any liability to the Trust or the shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office ("disabling
conduct"); and (ii) with respect to any matter as to which he shall, by the
court or other body by or before which the proceeding was brought or engaged,
have been finally adjudicated to be liable by reason of disabling conduct.
However, in the absence of a final adjudication on the merits that a trustee or
officer did not engage in disabling conduct, the indemnification provisions of
Article V shall be available to such trustee or officer if a reasonable
determination is made, based upon a review of the facts, that such trustee or
officer to be indemnified is not liable by reason of such conduct; such
determination must be made by a vote of a majority of a quorum of the Trustees
who are neither Interested Persons nor parties to the proceedings, or by
independent legal counsel, in a written opinion.
Expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described above may be
paid by the Trust prior to final disposition thereof upon receipt of a written
undertaking by or on behalf of the trustee, officer, employee or agent to
reimburse the Trust if it is ultimately determined that he is not entitled to
indemnification. Such undertaking shall be secured by a surety bond or other
suitable insurance or such security as the Trustees shall require unless a
majority of a quorum of the Trustees who are neither Interested Persons nor
parties to the proceeding, or independent legal counsel in a written opinion,
shall have determined, based on readily available facts, that there is reason to
believe that the indemnitee ultimately will be found to be entitled to
indemnification.
ITEM 26. Business and other Connections of the Investment Advisor
--------------------------------------------------------
The description of Shanklin Capital Management, Inc. under the caption
of Management of the Fund - The Investment Advisor" in the Prospectus and under
the caption "Management and Other Service Providers - The Investment Advisor" in
the Statement of Additional Information constituting Parts A and B,
respectively, of this Registration Statement are incorporated by reference
herein. Information concerning the directors and officers of Shanklin Capital
Management, Inc. as set forth in the Form ADV filed with the Securities and
Exchange Commission, is incorporated by reference herein.
ITEM 27. Principal Underwriter
---------------------
(a) Capital Investment Group, Inc., the Registrant's distributor, is also
the underwriter and distributor for The Chesapeake Aggressive Growth Fund, The
Chesapeake Growth Fund, The Chesapeake Core Growth Fund, WST Growth Fund,
Capital Value Fund, EARNEST Partners Fixed Income Trust, The Brown Capital
Management Equity Fund, The Brown Capital Management Balanced Fund, The Brown
Capital Management Small Company Fund, The Brown Capital Management
International Equity Fund, Blue Ridge Total Return Fund, Wisdom Fund, and de
Leon Internet 100 Fund.
(b) Set forth below is certain information regarding the directors and
officers of Capital Investment Group, Inc.
POSITION(S) AND POSITION(S) AND
NAME AND PRINCIPAL OFFICE(S) WITH CAPITAL OFFICE(S)
BUSINESS ADDRESS INVESTMENT GROUP, INC. WITH REGISTRANT
================== ====================== ===============
Richard K. Bryant President None
17 Glenwood Avenue
Raleigh, N.C. 27622
E.O. Edgerton, Jr. Vice President None
17 Glenwood Avenue
Raleigh, N.C. 27622
Delia Zimmerman Secretary None
17 Glenwood Avenue
Raleigh, N.C. 27622
Con T. McDonald Assistant Vice-President None
17 Glenwood Avenue
Raleigh, N.C. 27622
W. Harold Eddins, Jr. Assistant Vice-President None
17 Glenwood Avenue
Raleigh, N.C. 27622
Richard S. Battle Assistant Vice-President None
17 Glenwood Avenue
Raleigh, N.C. 27622
(c) Not applicable.
ITEM 28. Location of Accounts and Records
--------------------------------
All account books and records not normally held by First Union National
Bank, the Custodian to the SCM Investment Trust, are held by the SCM Investment
Trust, in the offices of The Nottingham Company, Inc., Fund Accountant and
Administrator; NC Shareholder Services, LLC, Transfer Agent; or Shanklin Capital
Management, Inc., Investment Advisor to the SCM Strategic Growth Fund.
The address of The Nottingham Company, Inc. is 105 North Washington
Street, Post Office Box 69, Rocky Mount, North Carolina 27802-0069. The address
of NC Shareholder Services, LLC is 107 North Washington Street, Post Office Box
4365, Rocky Mount, North Carolina 27803-0365. The address of Shanklin Capital
Management, Inc. is 1420 Osborne Street, Suite B16, Humboldt, Tennessee 38343.
The address of First Union National Bank is 123 S. Broad Street, Philadelphia,
Pennsylvania 19109.
ITEM 29. Management Services
-------------------
Not Applicable.
ITEM 30. Undertakings
------------
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
("Securities Act"), and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all the requirements for effectiveness of
this registration statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective Amendment No. 2 to its Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Rocky Mount, and State of North Carolina on this 29th day of September, 2000.
SCM INVESTMENT TRUST
By: /s/ C. Frank Watson, III
_________________________________
C. Frank Watson, III
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Trustee and Chairman September 29, 2000
___________________________
Dan P. Shanklin
*
___________________________ Trustee and President September 29, 2000
Tim L. Shanklin
*
___________________________ Trustee September 29, 2000
Michael A. Farris
*
___________________________ Trustee September 29, 2000
David R. Reed
*
___________________________ Trustee September 29, 2000
Mark A. Simmons
/s/ Julian G. Winters
___________________________ Treasurer September 29, 2000
Julian G. Winters
* By: /s/ C. Frank Watson, III
___________________________ Dated: September 29, 2000
C. Frank Watson, III
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
(FOR POST-EFFECTIVE AMENDMENT NO. 2)
------------------------------------
EXHIBIT NO.
UNDER PART C
OF FORM N-1A NAME OF EXHIBIT
-------------- --------------------------
(h)(4) Amended and Restated Expense Limitation Agreement
(i)(2) Consent of Dechert, Counsel
(j) Consent of Deloitte & Touche LLP, Independent Public Accountants
(p)(1) Code of Ethics for SCM Investment Trust
(p)(2) Code of Ethics for Shanklin Capital Management, Inc.
