Filed electronically with the Securities and Exchange Commission
on October 30, 1998.
File No. 811-09085
File No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 / /
Pre-Effective Amendment No. __ / /
Post-Effective Amendment No. __ / /
And/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. __ / /
Farmers Investment Trust
------------------------
(Exact Name of Registrant as Specified in Charter)
Two International Place
-----------------------
Boston, Massachusetts 02110-4103
--------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------
Thomas F. McDonough
-------------------
Scudder Kemper Investments, Inc.
--------------------------------
Two International Place, Boston MA 02110-4103
---------------------------------------------
(Name and Address of Agent for Service)
Approximate date of proposed public offering: As soon as practicable after the
effective date of the Registration Statement.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
[FARMERS FUNDS]:
INCOME PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
<TABLE>
<CAPTION>
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <S>
1. Front and Back Cover Pages. FRONT AND BACK COVER
2. Risk /Return Summary: PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Investments, Risks and Principal Risks
Performance. ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
3. Risk/Return Summary: Fee EXPENSE INFORMATION FOR THE PORTFOLIOS
Table
4. Investment Objectives, PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Principal Investment Principal Risks
Strategies, and Related ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
Risks.
5. Management's Discussion of NOT APPLICABLE
Fund Performance.
6. Management, Organization, INVESTMENT MANAGER
and Capital Structure.
7. Shareholder Information. ABOUT YOUR INVESTMENT - CHOOSING A SHARE CLASS, SPECIAL FEATURES, BUYING SHARES,
SELLING AND EXCHANGING SHARES, TRANSACTION INFORMATION
8. Distribution Arrangements. RULE 12B-1 PLAN
9. Financial Highlights NOT APPLICABLE
Information.
1
<PAGE>
[FARMERS FUNDS]:
INCOME PORTFOLIO
CROSS-REFERENCE SHEET
PART B
- ------
Item No. Item Caption Caption in Statement of Additional Information
- -------- ------------ ----------------------------------------------
10. Cover Page and Table of COVER PAGE
Contents TABLE OF CONTENTS
11. Fund History TRUST ORGANIZATION
12. Description of the Fund INVESTMENT OBJECTIVES AND POLICIES,
and Its Investments and RISKS FACTORS OF THE PORTFOLIOS, RISK FACTORS OF THE UNDERLYING FUNDS
Risks. INVESTMENT RESTRICTIONS OF THE PORTFOLIOS
13. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
14. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
15. Investment Advisory and INVESTMENT ADVISER
Other Services PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
FUND ACCOUNTING AGENT
ADDITIONAL INFORMATION
16. Brokerage Allocation PORTFOLIO TRANSACTIONS -- Portfolio Turnover
and Other Practices
17. Capital Stock and DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Other Securities TRUST ORGANIZATION
18. Purchase, Redemption and PURCHASE OF SHARES
Pricing of Shares. REDEMPTION OR REPURCHASE OF SHARES
SPECIAL FEATURES
ADDITIONAL TRANSACTION INFORMATION
NET ASSET VALUE
19. Taxation of the Fund. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
20. Underwriters. PRINCIPAL UNDERWRITER
21. Calculation of Performance PERFORMANCE INFORMATION
Data.
22. Financial Statements. FINANCIAL STATEMENTS
2
<PAGE>
[FARMERS FUNDS]:
CONSERVATIVE PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Front and Back Cover Pages. FRONT AND BACK COVER
2. Risk /Return Summary: PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Investments, Risks and Principal Risks
Performance. ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
3. Risk/Return Summary: Fee EXPENSE INFORMATION FOR THE PORTFOLIOS
Table
4. Investment Objectives, PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Principal Investment Principal Risks
Strategies, and Related ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
Risks.
5. Management's Discussion of NOT APPLICABLE
Fund Performance.
6. Management, Organization, INVESTMENT MANAGER
and Capital Structure.
7. Shareholder Information. ABOUT YOUR INVESTMENT - CHOOSING A SHARE CLASS, SPECIAL FEATURES, BUYING SHARES,
SELLING AND EXCHANGING SHARES, TRANSACTION INFORMATION
8. Distribution Arrangements. RULE 12B-1 PLAN
9. Financial Highlights NOT APPLICABLE
Information.
3
<PAGE>
[FARMERS FUNDS]:
CONSERVATIVE PORTFOLIO
CROSS-REFERENCE SHEET
PART B
- ------
Item No. Item Caption Caption in Statement of Additional Information
- -------- ------------ ----------------------------------------------
10. Cover Page and Table of COVER PAGE
Contents TABLE OF CONTENTS
11. Fund History TRUST ORGANIZATION
12. Description of the Fund INVESTMENT OBJECTIVES AND POLICIES,
and Its Investments and RISKS FACTORS OF THE PORTFOLIOS, RISK FACTORS OF THE UNDERLYING FUNDS
Risks. INVESTMENT RESTRICTIONS OF THE PORTFOLIOS
13. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
14. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
15. Investment Advisory and INVESTMENT ADVISER
Other Services PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
FUND ACCOUNTING AGENT
ADDITIONAL INFORMATION
16. Brokerage Allocation PORTFOLIO TRANSACTIONS -- Portfolio Turnover
and Other Practices
17. Capital Stock and DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Other Securities TRUST ORGANIZATION
18. Purchase, Redemption and PURCHASE OF SHARES
Pricing of Shares. REDEMPTION OR REPURCHASE OF SHARES
SPECIAL FEATURES
ADDITIONAL TRANSACTION INFORMATION
NET ASSET VALUE
19. Taxation of the Fund. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
20. Underwriters. PRINCIPAL UNDERWRITER
21. Calculation of Performance PERFORMANCE INFORMATION
Data.
22. Financial Statements. FINANCIAL STATEMENTS
4
<PAGE>
[FARMERS FUNDS]:
BALANCED PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Front and Back Cover Pages. FRONT AND BACK COVER
2. Risk /Return Summary: PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Investments, Risks and Principal Risks
Performance. ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
3. Risk/Return Summary: Fee EXPENSE INFORMATION FOR THE PORTFOLIOS
Table
4. Investment Objectives, PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Principal Investment Principal Risks
Strategies, and Related ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
Risks.
5. Management's Discussion of NOT APPLICABLE
Fund Performance.
6. Management, Organization, INVESTMENT MANAGER
and Capital Structure.
7. Shareholder Information. ABOUT YOUR INVESTMENT - CHOOSING A SHARE CLASS, SPECIAL FEATURES, BUYING SHARES,
SELLING AND EXCHANGING SHARES, TRANSACTION INFORMATION
8. Distribution Arrangements. RULE 12B-1 PLAN
9. Financial Highlights NOT APPLICABLE
Information.
5
<PAGE>
[FARMERS FUNDS]:
BALANCED PORTFOLIO
CROSS-REFERENCE SHEET
PART B
- ------
Item No. Item Caption Caption in Statement of Additional Information
- -------- ------------ ----------------------------------------------
10. Cover Page and Table of COVER PAGE
Contents TABLE OF CONTENTS
11. Fund History TRUST ORGANIZATION
12. Description of the Fund INVESTMENT OBJECTIVES AND POLICIES,
and Its Investments and RISKS FACTORS OF THE PORTFOLIOS, RISK FACTORS OF THE UNDERLYING FUNDS
Risks. INVESTMENT RESTRICTIONS OF THE PORTFOLIOS
13. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
14. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
15. Investment Advisory and INVESTMENT ADVISER
Other Services PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
FUND ACCOUNTING AGENT
ADDITIONAL INFORMATION
16. Brokerage Allocation PORTFOLIO TRANSACTIONS -- Portfolio Turnover
and Other Practices
17. Capital Stock and DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Other Securities TRUST ORGANIZATION
18. Purchase, Redemption and PURCHASE OF SHARES
Pricing of Shares. REDEMPTION OR REPURCHASE OF SHARES
SPECIAL FEATURES
ADDITIONAL TRANSACTION INFORMATION
NET ASSET VALUE
19. Taxation of the Fund. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
20. Underwriters. PRINCIPAL UNDERWRITER
21. Calculation of Performance PERFORMANCE INFORMATION
Data.
22. Financial Statements. FINANCIAL STATEMENTS
6
<PAGE>
[FARMERS FUNDS]:
GROWTH AND INCOME PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Front and Back Cover Pages. FRONT AND BACK COVER
2. Risk /Return Summary: PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Investments, Risks and Principal Risks
Performance. ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
3. Risk/Return Summary: Fee EXPENSE INFORMATION FOR THE PORTFOLIOS
Table
4. Investment Objectives, PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Principal Investment Principal Risks
Strategies, and Related ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
Risks.
5. Management's Discussion of NOT APPLICABLE
Fund Performance.
6. Management, Organization, INVESTMENT MANAGER
and Capital Structure.
7. Shareholder Information. ABOUT YOUR INVESTMENT - CHOOSING A SHARE CLASS, SPECIAL FEATURES, BUYING SHARES,
SELLING AND EXCHANGING SHARES, TRANSACTION INFORMATION
8. Distribution Arrangements. RULE 12B-1 PLAN
9. Financial Highlights NOT APPLICABLE
Information.
7
<PAGE>
[FARMERS FUNDS]:
GROWTH AND INCOME PORTFOLIO
CROSS-REFERENCE SHEET
PART B
- ------
Item No. Item Caption Caption in Statement of Additional Information
- -------- ------------ ----------------------------------------------
10. Cover Page and Table of COVER PAGE
Contents TABLE OF CONTENTS
11. Fund History TRUST ORGANIZATION
12. Description of the Fund INVESTMENT OBJECTIVES AND POLICIES,
and Its Investments and RISKS FACTORS OF THE PORTFOLIOS, RISK FACTORS OF THE UNDERLYING FUNDS
Risks. INVESTMENT RESTRICTIONS OF THE PORTFOLIOS
13. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
14. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
15. Investment Advisory and INVESTMENT ADVISER
Other Services PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
FUND ACCOUNTING AGENT
ADDITIONAL INFORMATION
16. Brokerage Allocation PORTFOLIO TRANSACTIONS -- Portfolio Turnover
and Other Practices
17. Capital Stock and DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Other Securities TRUST ORGANIZATION
18. Purchase, Redemption and PURCHASE OF SHARES
Pricing of Shares. REDEMPTION OR REPURCHASE OF SHARES
SPECIAL FEATURES
ADDITIONAL TRANSACTION INFORMATION
NET ASSET VALUE
19. Taxation of the Fund. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
20. Underwriters. PRINCIPAL UNDERWRITER
21. Calculation of Performance PERFORMANCE INFORMATION
Data.
22. Financial Statements. FINANCIAL STATEMENTS
8
<PAGE>
[FARMERS FUNDS]:
GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Front and Back Cover Pages. FRONT AND BACK COVER
2. Risk /Return Summary: PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Investments, Risks and Principal Risks
Performance. ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
3. Risk/Return Summary: Fee EXPENSE INFORMATION FOR THE PORTFOLIOS
Table
4. Investment Objectives, PORTFOLIO SUMMARIES -Investment Objectives and Strategies of the Portfolios,
Principal Investment Principal Risks
Strategies, and Related ABOUT THE PORTFOLIOS - Principal Strategies, Investments and Related Risks
Risks.
5. Management's Discussion of NOT APPLICABLE
Fund Performance.
6. Management, Organization, INVESTMENT MANAGER
and Capital Structure.
7. Shareholder Information. ABOUT YOUR INVESTMENT - CHOOSING A SHARE CLASS, SPECIAL FEATURES, BUYING SHARES,
SELLING AND EXCHANGING SHARES, TRANSACTION INFORMATION
8. Distribution Arrangements. RULE 12B-1 PLAN
9. Financial Highlights NOT APPLICABLE
Information.
9
<PAGE>
[FARMERS FUNDS]:
GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
PART B
- ------
Item No. Item Caption Caption in Statement of Additional Information
- -------- ------------ ----------------------------------------------
10. Cover Page and Table of COVER PAGE
Contents TABLE OF CONTENTS
11. Fund History TRUST ORGANIZATION
12. Description of the Fund INVESTMENT OBJECTIVES AND POLICIES,
and Its Investments and RISKS FACTORS OF THE PORTFOLIOS, RISK FACTORS OF THE UNDERLYING FUNDS
Risks. INVESTMENT RESTRICTIONS OF THE PORTFOLIOS
13. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
14. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
15. Investment Advisory and INVESTMENT ADVISER
Other Services PRINCIPAL UNDERWRITER
ADMINISTRATIVE SERVICES
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
FUND ACCOUNTING AGENT
ADDITIONAL INFORMATION
16. Brokerage Allocation PORTFOLIO TRANSACTIONS -- Portfolio Turnover
and Other Practices
17. Capital Stock and DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Other Securities TRUST ORGANIZATION
18. Purchase, Redemption and PURCHASE OF SHARES
Pricing of Shares. REDEMPTION OR REPURCHASE OF SHARES
SPECIAL FEATURES
ADDITIONAL TRANSACTION INFORMATION
NET ASSET VALUE
19. Taxation of the Fund. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
</TABLE>
20. Underwriters. PRINCIPAL UNDERWRITER
21. Calculation of Performance PERFORMANCE INFORMATION
Data.
22. Financial Statements. FINANCIAL STATEMENTS
10
<PAGE>
The Securities and Exchange Commission does not make any judgments as to whether
any mutual fund is a good investment. Nor does it judge the accuracy or
completeness of any mutual fund prospectus. It is a federal offense to suggest
otherwise.
FARMERS FUNDS
INCOME PORTFOLIO
CONSERVATIVE PORTFOLIO
BALANCED PORTFOLIO
GROWTH AND INCOME PORTFOLIO
GROWTH PORTFOLIO
PROSPECTUS
JANUARY 15, 1999
Offering a broad range of investment opportunities by investing in a select mix
of established mutual funds.
Mutual funds:
o are not FDIC-insured
o have no bank guarantees
o may lose value
<PAGE>
CONTENTS
<TABLE>
<S> <C>
PORTFOLIO SUMMARIES................................................................11
An overview of each Portfolio's goal(s) and strategy, main risks and expenses
ABOUT THE PORTFOLIOS...............................................................11
Additional information that you should know about the Portfolios
PRINCIPAL STRATEGIES AND INVESTMENTS............................................11
RELATED RISKS...................................................................12
THE UNDERLYING FUNDS............................................................13
INVESTMENT MANAGER..............................................................15
DISTRIBUTIONS AND TAXES.........................................................17
ABOUT YOUR INVESTMENT..............................................................18
Information about managing your portfolio account
TRANSACTION INFORMATION.........................................................18
CHOOSING A SHARE CLASS..........................................................21
SPECIAL FEATURES................................................................22
BUYING SHARES...................................................................23
SELLING AND EXCHANGING SHARES...................................................26
</TABLE>
2
<PAGE>
PORTFOLIO SUMMARIES
INVESTMENT OBJECTIVES AND STRATEGIES
Farmers Investment Trust consists of five professionally managed investment
portfolios -- Income Portfolio, Conservative Portfolio, Balanced Portfolio,
Growth and Income Portfolio, and Growth Portfolio--each with a distinct
investment objective. Rather than investing in individual securities like a
traditional mutual fund, each Portfolio seeks to achieve its particular
objective by investing in a carefully selected combination of established,
open-end mutual funds, that in turn invest in a wide range of securities.
Therefore, an investment in one of the Portfolios may be diversified over
hundreds, or even thousands, of individual securities. Each Portfolio may invest
in underlying funds that may or may not be affiliated with the Portfolios. The
portfolio management team for each Portfolio allocates investments based on the
outlook of the Portfolios' investment adviser, Scudder Kemper Investments, Inc.,
for the financial markets, world economies and the relative performance
potential of the underlying funds.
The investment objectives of the portfolios are as follows:
o Income Portfolio seeks to provide its shareholders with a high level of
current income. The Portfolio will invest primarily in bond mutual funds,
including short- and long-term bond funds, government bond funds, high
yield bond funds and global bond funds. The Portfolio may be suitable for
investors with an investment time frame of 1-3 years or more.
o Conservative Portfolio seeks to provide its shareholders with current
income and, as a secondary objective, long-term growth of capital by
investing substantially in global bond funds, and, to a lesser extent,
domestic and international equity funds. The Portfolio may be suitable for
investors with an investment time frame of 3-5 years or more.
o Balanced Portfolio seeks to provide its shareholders with a balance of
current income and growth of capital by investing in a mix of money market,
domestic and global equity and bond funds. The Portfolio may be suitable
for investors with an investment time frame of 5 years or more.
o Growth and Income Portfolio seeks to provide its shareholders with
long-term growth of capital and modest income by investing primarily in
domestic and global equity funds, and to a lesser extent, bond funds. The
Portfolio may be suitable for investors with an investment time frame of 5
years or more.
o Growth Portfolio seeks to provide its shareholders with long-term growth of
capital through investment in growth-oriented equity funds. The Portfolio
may be suitable for investors with an investment time frame of 5 years or
more.
3
<PAGE>
PRINCIPAL RISKS
Each Portfolio's ability to achieve its objective(s) depends on the performance
of the underlying funds in which it invests, as well as the allocation of the
Portfolio's assets among these underlying funds. The performance of the
underlying funds, in turn, depends upon the performance of the securities in
which they invest.
Because the value of your investment will fluctuate, your shares, when sold,
could be worth more or less than what you paid for them. Declines in either the
stock or bond market or the underperformance of the underlying funds in
comparison to other types of funds are some of the factors that may reduce the
value of your investment. The portfolio management team's skill in choosing the
appropriate mix of underlying funds determines in large part a Portfolio's
ability to achieve its objective.
The Portfolios are designed to represent varying degrees of potential investment
risk and reward. The more aggressive Portfolios are intended for investors with
longer investment time frames and a high degree of risk tolerance. In pursuing
higher investment returns, these Portfolios incur greater risks and more
dramatic fluctuations in value. In contrast, the more conservative Portfolios
may be suitable for investors with a shorter time frame and/or a lower risk
tolerance.
4
<PAGE>
EXPENSE INFORMATION
This information is designed to help you understand the costs of investing in
the Portfolios. Each class of shares has a different set of transaction fees,
which will vary based on the length of time you hold shares in a Portfolio and
the amount of your investment. You will find details about fee discounts and
waivers in the Transaction Information section.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
INCOME PORTFOLIO
Shareholder Fees: Fees charged directly to your account in the Portfolio for various
transactions.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) 5.00% NONE
- -------------------------------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends NONE NONE
- -------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
- -------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
- -------------------------------------------------------------------------------------------
Maximum Deferred Sales Charges (as a percentage of redemption NONE(1) 4.00%
proceeds)
- -------------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge of 1% during the first year and 0.50% during the second year.
- -------------------------------------------------------------------------------------------
Annual Portfolio operating expenses: Estimated expenses paid by the Portfolio
before it distributes its net investment income. These are expressed as a
percentage of the Portfolio's average daily net assets for the initial fiscal
year ended _________, 1999.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
Investment management fee 0.25%* 0.25%*
- -------------------------------------------------------------------------------------------
Distribution (12b-1) fees NONE 0.75%
- -------------------------------------------------------------------------------------------
Other expenses (including an Administrative Services fee of 0.25%) --%* --%*
- -------------------------------------------------------------------------------------------
Total Portfolio operating expenses --%* --%*
- -------------------------------------------------------------------------------------------
</TABLE>
* Until ________, the Adviser and certain of its subsidiaries have agreed to
waive and/or reimburse all or portions of their fees payable by the
Portfolio to the extent necessary so that the total annualized expenses of
the Portfolio do not exceed ____% of average daily net assets. Because the
Adviser and its subsidiaries have agreed to waive all or portions of their
fees, annualized Portfolio expenses are: investment management fee ___%,
other expenses ____% and total operating expenses ___% for the fiscal
period ended ______."
5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
CONSERVATIVE PORTFOLIO
Shareholder Fees: Fees charged directly to your account in the Portfolio for various
transactions.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) 5.25% NONE
- -------------------------------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends NONE NONE
- -------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
- -------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
- -------------------------------------------------------------------------------------------
Maximum Deferred Sales Charges (as a percentage of redemption NONE(1) 4.00%
proceeds)
- -------------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge of 1% during the first year and 0.50% the second year.
- -------------------------------------------------------------------------------------------
Annual Portfolio operating expenses: Estimated expenses paid by the Portfolio
before it distributes its net investment income. These are expressed as a
percentage of the Portfolio's average daily net assets for the initial fiscal
year ended _________, 1999.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
Investment management fee 0.25%* 0.25%*
- -------------------------------------------------------------------------------------------
Distribution (12b-1) fees NONE 0.75%
- -------------------------------------------------------------------------------------------
Other expenses (including an Administrative Services fee of 0.25%) --%* --%*
- -------------------------------------------------------------------------------------------
Total Portfolio operating expenses --%* --%*
- -------------------------------------------------------------------------------------------
</TABLE>
* Until ________, the Adviser and certain of its subsidiaries have agreed to
waive and/or reimburse all or portions of their fees payable by the
Portfolio to the extent necessary so that the total annualized expenses of
the Portfolio do not exceed ____% of average daily net assets. Because the
Adviser and its subsidiaries have agreed to waive all or portions of their
fees, annualized Portfolio expenses are: investment management fee ___%,
other expenses ____% and total operating expenses ___% for the fiscal
period ended ______."
6
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
BALANCED PORTFOLIO
Shareholder Fees: Fees charged directly to your account in the Portfolio for various
transactions.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) 5.75% NONE
- -------------------------------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends NONE NONE
- -------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
- -------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
- -------------------------------------------------------------------------------------------
Maximum Deferred Sales Charges (as a percentage of redemption NONE(1) 4.00%
proceeds)
- -------------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge of 1% during the first year and 0.50% the second year.
- -------------------------------------------------------------------------------------------
Annual Portfolio operating expenses: Estimated expenses paid by the Portfolio
before it distributes its net investment income. These are expressed as a
percentage of the Portfolio's average daily net assets for the initial fiscal
year ended _________, 1999.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
Investment management fee 0.25%* 0.25%*
- -------------------------------------------------------------------------------------------
Distribution (12b-1) fees NONE 0.75%
- -------------------------------------------------------------------------------------------
Other expenses (including an Administrative Services fee of 0.25%) --%* --%*
- -------------------------------------------------------------------------------------------
Total Portfolio operating expenses --%* --%*
- -------------------------------------------------------------------------------------------
</TABLE>
* Until ________, the Adviser and certain of its subsidiaries have agreed to
waive and/or reimburse all or portions of their fees payable by the
Portfolio to the extent necessary so that the total annualized expenses of
the Portfolio do not exceed ____% of average daily net assets. Because the
Adviser and its subsidiaries have agreed to waive all or portions of their
fees, annualized Portfolio expenses are: investment management fee ___%,
other expenses ____% and total operating expenses ___% for the fiscal
period ended ______."
7
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
GROWTH AND INCOME PORTFOLIO
Shareholder Fees: Fees charged directly to your account in the Portfolio for various
transactions.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) 5.75% NONE
- -------------------------------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends NONE NONE
- -------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
- -------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
- -------------------------------------------------------------------------------------------
Maximum Deferred Sales Charges (as a percentage of redemption NONE(1) 4.00%
proceeds)
- -------------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge of 1% during the first year and .50% the second year.
- -------------------------------------------------------------------------------------------
Annual Portfolio operating expenses: Estimated expenses paid by the Portfolio
before it distributes its net investment income. These are expressed as a
percentage of the Portfolio's average daily net assets for the initial fiscal
year ended _________, 1999.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
Investment management fee 0.25%* 0.25%*
- -------------------------------------------------------------------------------------------
Distribution (12b-1) fees NONE 0.75%
- -------------------------------------------------------------------------------------------
Other expenses (including an Administrative Services fee of 0.25%) --%* --%*
- -------------------------------------------------------------------------------------------
Total Portfolio operating expenses --%* --%*
- -------------------------------------------------------------------------------------------
</TABLE>
* Until ________, the Adviser and certain of its subsidiaries have agreed to
waive and/or reimburse all or portions of their fees payable by the
Portfolio to the extent necessary so that the total annualized expenses of
the Portfolio do not exceed ____% of average daily net assets. Because the
Adviser and its subsidiaries have agreed to waive all or portions of their
fees, annualized Portfolio expenses are: investment management fee ___%,
other expenses ____% and total operating expenses ___% for the fiscal
period ended ______."
8
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
GROWTH PORTFOLIO
Shareholder Fees: Fees charged directly to your account in the Portfolio for various
transactions.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) 5.75% NONE
- -------------------------------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends NONE NONE
- -------------------------------------------------------------------------------------------
Redemption Fees NONE NONE
- -------------------------------------------------------------------------------------------
Exchange Fees NONE NONE
- -------------------------------------------------------------------------------------------
Maximum Deferred Sales Charges (as a percentage of redemption NONE(1) 4.00%
proceeds)
- -------------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge of 1% during the first year and .50% the second year.
- -------------------------------------------------------------------------------------------
Annual Portfolio operating expenses: Estimated expenses paid by the Portfolio
before it distributes its net investment income. These are expressed as a
percentage of the Portfolio's average daily net assets for the initial fiscal
year ended _________, 1999.
- -------------------------------------------------------------------------------------------
Class A Class B
- -------------------------------------------------------------------------------------------
Investment management fee 0.25%* 0.25%*
- -------------------------------------------------------------------------------------------
Distribution (12b-1) fees NONE 0.75%
- -------------------------------------------------------------------------------------------
Other expenses (including an Administrative Services fee of 0.25%) --%* --%*
- -------------------------------------------------------------------------------------------
Total Portfolio operating expenses --%* --%*
- -------------------------------------------------------------------------------------------
</TABLE>
* Until ________, the Adviser and certain of its subsidiaries have agreed to
waive and/or reimburse all or portions of their fees payable by the
Portfolio to the extent necessary so that the total annualized expenses of
the Portfolio do not exceed ____% of average daily net assets. Because the
Adviser and its subsidiaries have agreed to waive all or portions of their
fees, annualized Portfolio expenses are: investment management fee ___%,
other expenses ____% and total operating expenses ___% for the fiscal
period ended ______."
Each Portfolio's shareholders will indirectly bear that Portfolio's pro rata
share of fees and expenses charged by the underlying funds in which the
Portfolio is invested. The investment returns of each Portfolio, therefore, will
be net of that Portfolio's share of the expenses of the underlying funds in
which the Portfolio is invested.
9
<PAGE>
Example
This example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds. It illustrates the
impact of the estimated fees and expenses on an account with an initial
investment of $10,000, based on the range of expenses shown below borne by each
Portfolio. This example assumes:
o a 5% annual return
o the reinvestment of all dividends and distributions that "annual Portfolio
o operating expenses" remain the same each year.
Expected expense ratios are provided as a range since the average assets of the
Portfolios invested in each of the underlying funds will fluctuate.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Portfolio Expense Range 1 year 3 years
- --------------------------------------------------------------------------------------
<S> <C>
Income Portfolio #%-#% $ $
- --------------------------------------------------------------------------------------
Conservative Portfolio #%-#% $ $
- --------------------------------------------------------------------------------------
Balanced Portfolio #%-#% $ $
- --------------------------------------------------------------------------------------
Growth and Income Portfolio #%-#% $ $
- --------------------------------------------------------------------------------------
Growth Portfolio #%-#% $ $
- --------------------------------------------------------------------------------------
</TABLE>
A detailed description of the expense ratios for the underlying funds is
provided in the Statement of Additional Information. You should not consider
this example to be a representation of what expenses or returns were in the past
or will be in the future. Actual expenses and returns vary from year to year,
and may be higher or lower than those shown.
10
<PAGE>
ABOUT THE PORTFOLIOS
PRINCIPAL STRATEGIES AND INVESTMENTS
Each Portfolio attempts to achieve its objective by allocating its assets among
a select group of underlying funds. These underlying funds fall within three
broad categories: equity funds (domestic and international), bond funds
(domestic and international) and money market funds. (See "Underlying Funds" for
a list of the available underlying funds.) The primary difference among the
Portfolios is their asset allocations among these underlying funds. The
Portfolios invest within the following investment ranges (ranges are expressed
in terms of total assets):
o Income Portfolio invests 80-100% in bond funds and 0-20% in a money market
fund, cash or cash equivalents. This Portfolio invests for current income,
primarily in short- and long-term bond funds, government bond funds, high
yield bond funds and global bond funds. This combination of investments
attempts to provide a high level of current income.
o Conservative Portfolio invests 60-80% in bond funds, 20-40% in equity funds
and 0-15% in a money market fund, cash or cash equivalents. This Portfolio
invests primarily in domestic and global bond funds and, to a lesser
extent, domestic and international equity funds. This combination of
investments attempts to provide income and modest growth.
o Balanced Portfolio invests 40-60% in equity funds, 40-60% in bond funds and
0-10% in a money market fund, cash or cash equivalents. This Portfolio
invests primarily in a blend of domestic and global equity and bond funds.
This combination of investments attempts to provide a balance of current
income and capital appreciation.
o Growth and Income Portfolio invests 60-80% in equity funds, 20-40% in bond
funds and 0-10% in a money market fund, cash or cash equivalents. This
Portfolio invests primarily in domestic and global equity funds, and to a
lesser extent, bond funds. This combination of investments attempts to
provide its shareholders with long-term growth of capital with modest
current income.
o Growth Portfolio invests 95-100% in equity funds and 0-5% in a money market
fund, cash or cash equivalents. This Portfolio invests primarily in
growth-oriented equity funds. This combination of investments attempts to
provide long-term growth of capital.
The portfolio management team uses fundamental and quantitative research to
determine the appropriate underlying funds in which to invest and the percentage
of the Portfolio's assets to invest in each of these underlying funds. The
portfolio management team examines business and financial data of global
economies and
11
<PAGE>
capital markets, as well as companies, industries and regions throughout the
world in order to determine the appropriate investment mix for each Portfolio. A
Portfolio may modify its investment allocation in the underlying funds in
response to changing market conditions, to maintain or change the percentages of
its investment mix, or to accommodate purchases and sales of its shares.
From time to time, each Portfolio may invest, without limit, in cash and cash
equivalents for temporary defensive purposes. Because this defensive policy
differs from each Portfolio's investment objective, a Portfolio may not achieve
its goals during such a defensive period.
Except as otherwise indicated, each Portfolio's investment objective(s) and
policies may be changed by the Board of Trustees of Farmers Investment Trust and
without a vote of shareholders.
More information about investments and strategies of the Portfolios is provided
in the Statement of Additional Information. Of course, there can be no guarantee
that by following its particular strategies, a Portfolio will achieve its
objective.
RELATED RISKS
Each Portfolio's risks are directly related to the risks of the securities held
by the underlying funds, as well as the proportion of the Portfolio's assets
invested in each of these underlying funds. The principal risks of the
securities held by the underlying funds include the following:
Stock Market Risk. The value of stocks will go up and down and it is possible
that an investment in the stock market will lose money.
Compared to other classes of financial assets, such as bonds or cash
equivalents, stocks have historically offered a greater potential for gain on
your investment. However, the market value of stocks can fluctuate
significantly, reflecting such things as the business performance of the issuing
company, investors' perceptions of the company or the overall stock market and
general economic or financial market movements. Smaller companies are especially
sensitive to these factors and may even become valueless.
Bond Market Risk. The value of bonds will go up and down and it is possible that
an investment in the bond market will lose money.
The principal risks involved with investments in bonds include interest rate
risk, credit risk and pre-payment risk. Interest rate risk refers to the likely
decline in the value of bonds as interest rates rise. Bonds with longer
maturities are more sensitive to these interest rate changes. Credit risk refers
to the risk that an issuer of a bond may default with respect to the payment of
principal and/or interest. The lower a bond is rated, the more it is considered
to be a speculative or risky investment. Pre-payment risk is associated with
pooled debt securities, such as mortgage-backed securities and asset-
12
<PAGE>
backed securities. When the underlying assets (such as mortgages) are prepaid
ahead of schedule, the return on the security will be lower than expected.
Pre-payment usually increases when interest rates are falling.
Foreign Securities Risk. Investing in foreign securities involves risks in
addition to those associated with investing in the U.S. To the extent that
investments are denominated in foreign currencies, adverse changes in the value
of foreign currencies may have a significant negative effect on returns from
these investments. Investing in foreign securities also involves an increased
risk of political and economic instability. These risks are even more prevalent
with regard to investments in emerging markets.
Other risks of investing in foreign securities include limited information,
higher brokerage costs, different accounting standards and thinner trading
markets as compared to U.S. markets.
Inflation Risk. There is a possibility that the rising prices of goods and
services may have the effect of lowering the real value of an underlying fund's
total return. This is likely to have a greater impact on the returns of bond
funds and money market funds, which historically have had more modest gains than
equity funds.
Manager's Risk. There is a risk that an underlying fund may not achieve its
objective because its portfolio management team may not effectively execute the
underlying fund's investment strategies.
THE UNDERLYING FUNDS
Each Portfolio may invest in underlying funds that may or may not be affiliated
with the Portfolio. The underlying funds include:
Equity Funds
Janus 20
Scudder Growth and Income Fund
Scudder Small Company Value Fund
Scudder International Fund
Kemper-Dreman High Return Equity Fund (Class A)
Templeton Developing Markets I
Bond Funds
PIMCO Low Duration Administrative Shares
Scudder Income Fund
Kemper Government Securities Fund (Class A)
Kemper High Yield Fund (Class A)
13
<PAGE>
PIMCO Foreign Bond Administrative Shares
Money Market Fund
Cash Account Trust Money Market Portfolio (Reserve Shares)
There can be no assurance that any of the underlying funds' objectives will be
met. Additional information regarding the investment practices of the affiliated
underlying funds is located in the section of the Statement of Additional
Information entitled "Investment Objectives and Policies - The Underlying
Funds". Prospectuses for the affiliated underlying funds may be obtained without
charge by writing Farmers Sales & Service Support Unit, 222 South Riverside
Plaza, Chicago, IL 60606-5808, or by calling 1-800-621-1048. This prospectus
does not offer shares of any of the underlying funds.
The following is a concise description of the investment objectives and
strategies for each of the affiliated underlying funds:
The following Underlying Fund is an equity mutual fund that seeks a combination
of income and growth of capital.
Scudder Growth and Income Fund seeks long-term growth of capital, current income
and growth of income. The Fund invests primarily in common stocks, preferred
stocks and securities convertible into common stocks of companies which offer
the prospect for growth of earnings while paying current dividends. Many of
these companies are mainstays of the U.S. economy.
The following underlying funds are equity mutual funds that seek long-term
growth of capital.
Scudder Small Company Value Fund invests for long-term growth of capital by
seeking out undervalued stocks of small U.S. companies. The Fund is actively
managed using a disciplined, value-oriented investment management approach. In
addition, the Fund takes a diversified approach to investing in small
capitalization issues, often participating in over 100 small companies
representing a variety of U.S. industries.
Scudder International Fund seeks long-term growth of capital primarily from
foreign equity securities. The Fund generally invests in equity securities of
established companies, listed on foreign exchanges. The Fund intends to
diversify investments among several countries and to have represented in the
portfolio, in substantial proportions, business activities in not less than
three different countries other than the U.S.
Kemper-Dreman High Return Equity Fund (Class A) seeks to achieve a high rate of
total return. The Fund invests primarily in common stocks of larger, listed
companies with a record of earnings and dividends, low price-earnings ratios,
reasonable returns on equity, and sound finances which appear to have intrinsic
value.
14
<PAGE>
The Fund generally invests in common stocks that pay relatively high dividends,
i.e. comparable to the dividend yield of Standard & Poor's 500 Composite Stock
Index.
The following underlying funds are bond mutual funds that primarily seek to
provide current income.
Scudder Income Fund seeks a high level of income, consistent with the prudent
investment of capital, through a flexible investment program emphasizing
high-grade bonds. The Fund invests primarily in a broad range of high-grade,
income-producing securities such as corporate bonds and government securities.
The majority of the Fund's assets are usually invested in intermediate- and
long-term fixed-income securities.
Kemper Government Securities Fund (Class A) seeks high current return consistent
with preservation of capital from a portfolio composed primarily of U.S.
Government securities. Under normal market conditions, the Fund invests at least
65% of its total assets in U.S. Government securities and repurchase agreements
of U.S. Government securities. In addition, the Fund seeks to enhance income
through limited investment (up to 35% of total assets) in fixed income
securities other than U.S. Government securities.
Kemper High-Yield Fund (Class A) seeks to provide a high level of current income
by investing in fixed-income securities. Fixed income obligations in which the
Fund invests include corporate debt securities, U.S. and Canadian Government
securities, obligations of U.S. and Canadian banking institutions, convertible
securities, assignments or participations in loans, preferred stock, and cash
and cash equivalents, including repurchase agreements. The fixed income
securities purchased by the Fund may include those in the lower rating
categories of the established rating services and those that are non-rated.
The following Underlying Fund is the only money market fund in which a Portfolio
may invest and will likely serve as the primary cash reserve portion of each
Portfolio.
Cash Account Trust Money Market Portfolio (Reserve Shares) seeks maximum current
income consistent with stability of capital. The Fund invests in a portfolio of
high quality short-term money market instruments, primarily commercial paper and
bank obligations. The Fund is designed to maintain a constant $1.00 share price
while providing monthly income.
INVESTMENT MANAGER
Each Portfolio retains the investment management firm of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110-4103, to manage its
daily investment and business affairs subject to the policies established by the
Board of Trustees. The Adviser actively manages your investment in a Portfolio.
15
<PAGE>
Professional management can be an important advantage for investors who do not
have the time or expertise to invest directly in individual securities.
A team of investment professionals, who each plays an important role in the
Portfolio's management process, manages each Portfolio. Team members work
together to develop investment strategies and select securities for the
Portfolio. The Adviser's large staff of economists, research analysts, traders
and other investment specialists who work in the Adviser's offices across the
United States and abroad supports them. We believe our team approach benefits
portfolio investors by bringing together many disciplines and leveraging our
extensive resources.
PORTFOLIO MANAGEMENT
The following investment professionals are associated with each Portfolio as
indicated:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Joined the
Name and Title Portfolio Responsibilities and Background
- --------------------------------------------------------------------------------------
<S> <C>
Philip S. Fortuna, Lead January 1999 Mr. Fortuna has responsibility for the
Portfolio Manager Portfolio's day-to-day management and
investment strategies. Mr. Fortuna
joined the Adviser in 1986 and is
currently director of the Adviser's
quantitative group.
- --------------------------------------------------------------------------------------
Shahram Tajbakhsh, January 1999 [TO BE UPDATED].
Portfolio Manager
- --------------------------------------------------------------------------------------
</TABLE>
ADMINISTRATIVE SERVICES
Kemper Distributors, Inc., a subsidiary of the Adviser, is the principal
underwriter and distributor of the Portfolios' shares and acts as agent of the
Portfolios in the sale of their shares. The Distributor also provides
information and administrative services for shareholders of each Portfolio
pursuant to an administrative service agreement. For services under the
administrative agreement, each Portfolio pays the Distributor a fee, payable
monthly, at the annual rate of up to 0.25% of average daily net assets of Class
A and Class B shares of such Portfolio. The Distributor may engage other firms
to provide information and administrative services for shareholders of each
Portfolio. The Distributor pays each such firm a service fee at an annual rate
of up to 0.25% of net assets of Class A and Class B shares maintained and
serviced by the firm. Firms to which service fees may be paid include
broker-dealers affiliated with the Distributor.
YEAR 2000 ISSUE
Like other mutual funds and financial and business organizations worldwide, the
Portfolios could be adversely affected if computer systems on which the
Portfolios
16
<PAGE>
rely, which primarily include those used by the Adviser, its affiliates or other
service providers, are unable to correctly process date-related information on
and after January 1, 2000. This risk is commonly called the Year 2000 issue.
Failure to successfully address the Year 2000 issue could result in
interruptions to and other material adverse effects on the Portfolios'
businesses and operations. The Adviser has commenced a review of the Year 2000
issue as it may affect the Portfolios and is taking steps it believes are
reasonably designed to address the Year 2000 issue, although there can be no
assurances that these steps will be sufficient. In addition, there can be no
assurances that the Year 2000 issue will not have an adverse effect on the
companies whose securities are held by the Portfolios, the underlying funds or
on global markets or economies generally.
EURO CONVERSION
The planned introduction of a new European currency, the Euro, may result in
uncertainties for European securities in the markets in which they trade and
with respect to the operation of the Portfolios. Currently, the Euro is expected
to be introduced on January 1, 1999 by eleven European countries who are members
of the European Economic and Monetary Union (EMU). The introduction of the Euro
will result in the redenomination of European debt and equity securities over a
period of time, which may result in various accounting differences and/or tax
treatments that otherwise would not likely occur. Additional questions are
raised by the fact that certain other EMU members, including the United Kingdom,
will not officially be implementing the Euro on January 1, 1999. If the
introduction of the Euro does not take place as planned, there could be negative
effects, such as severe currency fluctuations and market disruptions.
The Adviser is working to address Euro-related issues and understands that other
key service providers are taking similar steps. At this time, however, no one
knows precisely what the degree of impact will be. To the extent that the market
impact or effect on a portfolio holding is negative, it could hurt a Portfolio's
performance.
DISTRIBUTIONS AND TAXES
Dividends and capital gains distributions
The Conservative, Income and Balanced Portfolios each intend to distribute
dividends from net investment income quarterly in April, July, October and
December. The Growth and Income Portfolio and the Growth Portfolio each intend
to distribute net investment income in November or December. Each Portfolio
intends to distribute net realized capital gains, if any, in November or
December to prevent application of federal excise tax, although an additional
distribution may be made within three months of a Portfolio's fiscal year end,
if necessary.
Income and capital gain dividends, if any, of a Portfolio will be credited to
shareholder accounts in full and fractional shares of the same class of that
Portfolio at
17
<PAGE>
net asset value on the reinvestment date, except that, upon written request to
the Shareholder Service Agent, a shareholder may select one of the following
options:
1. To receive income and short-term capital gain dividends in cash and
long-term capital gain dividends in shares of the same class at net asset
value; or
2. To receive income and capital gain dividends in cash.
Any dividends of a Portfolio that are reinvested will normally be reinvested in
shares of the same class of that same Portfolio. However, by writing to the
Shareholder Service Agent, you may choose to have dividends invested in shares
of the same class of another Portfolio at the net asset value of that class and
Portfolio. To use this privilege, you must maintain a minimum account value of
$1,000 in the Portfolio distributing the dividends. The Portfolios will reinvest
dividend checks (and future dividends) in shares of that same Portfolio and
class if checks are returned by the United States Postal Service as
undeliverable. Dividends and other distributions in the aggregate amount of $10
or less are automatically reinvested in shares of the same Portfolio unless you
request that such policy not be applied to your account.
TAXES
Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable to
shareholders as long-term capital gains, regardless of the length of time
shareholders have owned shares. Short-term capital gains and any other taxable
income distributions are taxable as ordinary income. Distributions received by a
Portfolio from an Underlying Fund generally will be ordinary income dividends,
included in that Portfolio's net investment income, if paid from the Underlying
Fund's net investment income, short-term capital gains or other taxable income.
Distributions paid from an Underlying Fund's long-term capital gains, however,
generally will be treated by a Portfolio as long-term capital gains. A portion
of dividends from ordinary income may qualify for the dividends-received
deduction for corporations.
Unless your investment is in a tax-deferred account, you may want to avoid
investing a large amount close to the date of a Portfolio's distribution because
you may receive part of your investment back as a taxable distribution.
Each Portfolio sends detailed tax information to its shareholders about the
amount and type of its distributions by January 31 of the following year.
ABOUT YOUR INVESTMENT
TRANSACTION INFORMATION
18
<PAGE>
Share Price
Scudder Fund Accounting Corporation determines the net asset value per share of
each Portfolio as of the close of regular trading on the New York Stock Exchange
(NYSE), normally 4 p.m., Eastern time, on each day the NYSE is open for trading.
Net asset value per share is calculated by dividing the value of total assets,
less all liabilities, by the total number of shares outstanding. Market prices
are used to determine the value of a Portfolio's assets, but when no reliable
market quotations are available, a Portfolio may use valuation procedures
established by its Board.
To the extent that the underlying funds invest in foreign securities, these
securities may be listed on foreign exchanges that trade on days when the
Portfolios do not price their shares. As a result, the net asset value of a
Portfolio may change at a time when shareholders are not able to purchase or
redeem shares.
The net asset value per share of each Portfolio is the value of one share and is
determined separately for each class by dividing the value of a Portfolio's net
assets attributable to that class by the number of shares of that class
outstanding. The per share net asset value of the Class B shares of a Portfolio
will generally be lower than that of the Class A shares of the Portfolio because
of the higher expenses borne by the Class B shares.
Processing Time
All requests to buy and sell shares that are received in good order by the
Portfolios' transfer agent by the close of regular trading on the NYSE are
executed at the net asset value per share calculated at the close of trading
that day (subject to any applicable sales load or contingent deferred sales
charge). Orders received by dealers or other financial services firms prior to
the determination of net asset value and received by the Portfolios' transfer
agent prior to the close of its business day will be confirmed at a price based
on the net asset value effective on that day. If an order is accompanied by a
check drawn on a foreign bank, funds must normally be collected before shares
will be purchased.
Payments for shares you sell will be made in cash as promptly as practicable.
When you place an order to sell shares for which a Portfolio may not yet have
received good payment (i.e., purchases by check, Bank Direct Deposit or AutoBuy
purchase), a Portfolio may delay transmittal of the proceeds until it has
determined that collected funds have been received for the purchase of such
shares. This may be up to 10 days from receipt by a Portfolio of the purchase
amount. The redemption of shares within certain time periods may be subject to
contingent deferred sales charges, as noted above.
19
<PAGE>
Signature Guarantee
A signature guarantee is required when you sell more than $50,000 worth of
shares. You can obtain one from most brokerage houses and financial
institutions, although not from a notary public. The Portfolios will normally
send the proceeds within one business day following your request, but may take
up to seven business days (or longer in the case of shares recently purchased by
check).
Purchase Restrictions
Purchases and sales should be made for long-term investment purposes only. The
Portfolios and their transfer agent each reserves the right to reject purchases
of Portfolio shares (including exchanges) for any reason, including when there
is evidence of a pattern of frequent purchases and sales made in response to
short-term fluctuations in a Portfolio's share price. The Portfolios reserve the
right to withdraw all or any part of the offering made by this prospectus and to
reject purchase orders. Also, from time to time, each Portfolio may temporarily
suspend the offering of shares of any Portfolio or class of a Portfolio to new
investors. During the period of such suspension, persons who are already
shareholders of such Portfolio or class of a Portfolio normally are permitted to
continue to purchase additional shares of such Portfolio or class and to have
dividends reinvested.
Minimum Balances
The minimum initial investment for each Portfolio is [$1,000] and the minimum
subsequent investment is [$100.] The minimum initial investment for an
Individual Retirement Account is [$250] and the minimum subsequent investment is
[$50.] Under an automatic investment plan, such as Auto Buy, Payroll Direct
Deposit or Government Direct Deposit, the minimum initial and subsequent
investment is [$50.] These minimum amounts may be changed at any time in
management's discretion.
Because of the high cost of maintaining small accounts, the Portfolios may
assess a quarterly fee of $9 on an account with a balance below $1,000 for the
quarter. The fee will not apply to accounts enrolled in an automatic investment
program, Individual Retirement Accounts or employer sponsored employee benefit
plans using the subaccount record keeping system made available through the
Shareholder Service Agent.
Redemption-in-kind
The Portfolios reserve the right to honor any request for redemption or
repurchase order by making payment in whole or in part in readily marketable
securities. These securities will be chosen by the Portfolio and valued as they
are for purposes of computing the Portfolio's net asset value. A shareholder may
incur transaction expenses in converting these securities to cash.
20
<PAGE>
Rule 12b-1 Plan
Each Portfolio has adopted a plan under Rule 12b-1 that provides for fees
payable as an expense of the Portfolio's Class B shares that are used by the
Distributor to pay for distribution services for those shares. Because 12b-1
fees are paid out of Portfolio assets on an ongoing basis, they will, over time,
increase the cost of investment and may cost more than other types of sales
charges.
CHOOSING A SHARE CLASS
Each Portfolio provides investors with the option of purchasing shares in the
following ways:
Class A Shares Class A shares are offered at net asset value plus a maximum
sales charge of 5.00% of the offering price for the Income
Portfolio, 5.25% of the offering price for the Conservative
Portfolio and 5.75% of the offering price for Balanced,
Growth and Income, and Growth Portfolios. (See "Expense
Information for the Portfolios.") Reduced sales charges
apply to purchases of $50,000 or more. Class A shares
purchased at net asset value under the Large Order NAV
Purchase Privilege may be subject to a 1% contingent
deferred sales charge if redeemed within one year after
purchase and a 0.50% contingent deferred sales charge if
redeemed during the second year following purchase.
21
<PAGE>
Class B Shares Class B shares are offered at net asset value,
subject to a Rule 12b-1 distribution fee and a contingent
deferred sales charge applied to the value of shares
redeemed within six years of purchase. The contingent
deferred sales charge is computed at the following rates:.
Year of Redemption Contingent Deferred
After Purchase Sales Charge
First 4%
Second 3%
Third 3%
Fourth 2%
Fifth 2%
Sixth 1%
Class B shares automatically convert to Class A shares six
years after issuance.
When placing purchase orders, investors must specify whether the order is for
Class A or Class B shares. If a class of shares is not specified on the account
application, Class A shares will be purchased for an investor. Each class of
shares represents interests in the same portfolio of investments of a Portfolio.
The decision as to which class to choose depends on a number of factors,
including the amount and intended duration of the investment. Investors that
qualify for reduced sales charges might consider Class A shares. Investors who
prefer not to pay an initial sales charge and who plan to hold their investment
for more than six years might consider Class B shares. For more information
about the two sales arrangements, consult your financial representative or the
Shareholder Service Agent. Be aware that financial services firms may receive
different compensation depending upon which class of shares they sell.
SPECIAL FEATURES
Class A Shares -- Combined Purchases. Each Portfolio's Class A shares (or the
equivalent) may be purchased at the rate applicable to the discount bracket
attained by combining concurrent investments in Class A shares of the
Portfolios.
Class A Shares -- Letter of Intent. The same reduced sales charges for Class A
shares also apply to the aggregate amount of purchases made by any purchaser
within a 24-month period under a written Letter of Intent provided by the
Distributor. The Letter of Intent, which imposes no obligation to purchase or
sell additional Class A shares, provides for a price adjustment depending upon
the actual amount purchased within such period.
22
<PAGE>
Class A Shares -- Cumulative Discount. Class A shares of a Portfolio may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of shares of a Portfolio being purchased, the value of all Class A
shares of the above mentioned Portfolios (computed at the maximum offering price
at the time of the purchase for which the discount is applicable) already owned
by the investor.
Exchange Privilege -- General. Shareholders of Class A and Class B shares may
exchange their shares for shares of the corresponding class of another
Portfolio. Shares of a Portfolio with a value in excess of $1,000,000 acquired
by exchange from another Portfolio may not be exchanged thereafter until they
have been owned for 15 days (the "15 Day Hold Policy").
For purposes of determining any contingent deferred sales charge that may be
imposed upon the redemption of the shares received on exchange, amounts
exchanged retain their original cost and purchase date.
23
<PAGE>
BUYING SHARES
Class A Shares
Public
Offering Price. Sales Charge Sales Charge
Including Sales Income Portfolio as a % of as a % of Net
Charge Amount of Purchase Offering Price Amount Invested
- ------ ------------------ -------------- ---------------
Less than $50,000 5.00%
$50,000 but less than $100,000
$100,000 but less than $250,000
$250,000 but less than $500,000 0.00**
$500,000 but less than $1 million
$1 million and over
**Redemption of shares may be subject to a contingent deferred
sales charge as discussed below.
Public
Offering Price. Sales Charge Sales Charge
Including Sales Conservative Portfolio as a % of as a % of Net
Charge Amount of Purchase Offering Price Amount Invested
- ------ ------------------ -------------- ---------------
Less than $50,000 5.25%
$50,000 but less than $100,000
$100,000 but less than $250,000
$250,000 but less than $500,000 0.00**
$500,000 but less than $1 million
$1 million and over
**Redemption of shares may be subject to a contingent deferred
sales charge as discussed below.
Public Balanced Portfolio
Offering Price. Growth and Income Portfolio Sales Charge Sales Charge
Including Sales Growth Portfolio as a % of as a % of Net
Charge Amount of Purchase Offering Price Amount Invested
- ------ ------------------ -------------- ---------------
Less than $50,000 5.75%
$50,000 but less than $100,000 4.50
$100,000 but less than $250,000 3.50
$250,000 but less than $500,000 2.60
$500,000 but less than $1 million 2.00
$1 million and over 0.00**
**Redemption of shares may be subject to a contingent deferred
sales charge as discussed below.
24
<PAGE>
NAV Purchases Class A shares of a Portfolio may be purchased at net asset
value by:
o shareholders in connection with the investment or
reinvestment of income and capital gain dividends
o a participant-directed qualified retirement plan or a
participant-directed non-qualified deferred compensation
plan or a participant-directed qualified retirement plan
which is not sponsored by a K-12 school district, provided
in each case that such plan has not less than 200 eligible
employees
o any purchaser with Portfolio investment totals of at least
$1,000,000
o officers, trustees, directors, employees (including
retirees) and sales representatives of a Fund, its
investment manager, its principal underwriter or certain
affiliated companies, for themselves or members of their
families
o registered representatives and employees of broker-dealers
having selling group agreements with the Distributor
o officers, directors and employees of service agents of the
Portfolios
o selected employees (including their spouses and dependent
children) of banks and other financial services firms that
provide administrative services related to the Portfolios
pursuant to an agreement with the Distributor or one of its
affiliates
o in connection with the acquisition of the assets of or
merger or consolidation with another investment company
o any trust, pension, profit-sharing or other benefit plan for
only such persons.
Contingent A contingent deferred sales charge may be imposed upon redemption
Deferred Sales of Class A shares purchased under the Large Order NAV Purchase
Charge Privilege as follows: 1% if they are redeemed within one year of
purchase and 0.50% if redeemed during the second year following
purchase. The charge will not be imposed upon redemption of
reinvested dividends or share appreciation. The contingent
deferred sales charge will be waived in the event of:
o redemptions under a Portfolio's Systematic Withdrawal Plan
at a maximum of 10% per year of the net asset value of the
account
o redemption of shares of a shareholder (including a
registered joint owner) who has died
o redemption of shares of a shareholder (including a
registered joint owner) who after purchase of the shares
being redeemed becomes totally disabled (as evidenced by a
determination by the federal Social Security Administration)
o redemptions by a participant-directed qualified retirement
plan or a participant-directed non-qualified deferred
compensation plan or a participant-directed qualified
retirement plan which is not sponsored by a K-12 school
district
o redemptions by employer sponsored employee benefit plans
using the subaccount record keeping system made available
through the Shareholder Service Agent
o redemptions of shares whose dealer of record at the time of
the investment notifies the Distributor that the dealer
waives the commission applicable to such Large Order NAV
Purchase
Distribution Fee None
25
<PAGE>
Exchange Class A shares may be exchanged for Class A shares of another
Privilege Portfolio at their relative net asset values.
Class A shares purchased under the Large Order NAV Purchase
Privilege may be exchanged for Class A shares of any Portfolio
without paying any contingent deferred sales charge. If the Class
A shares received on exchange are redeemed thereafter, a
contingent deferred sales charge may be imposed.
Class B Shares
Public Net asset value per share without any sales charge at the time
Offering of purchase
Price
Contingent A contingent deferred sales charge may be imposed upon
Deferred Sales redemption of Class B shares. There is no such charge upon
Charge redemption of any share appreciation or reinvested dividends.
The charge is computed at the following rates applied to the
value of the shares redeemed excluding amounts not subject to
the charge.
Year of Redemption First Second Third Fourth Fifth Sixth
After Purchase:
---------------------------------------------------------------
Contingent Deferred 4% 3% 3% 2% 2% 1%
Sales Charge:
---------------------------------------------------------------
The contingent deferred sales charge will be waived:
o for redemptions to satisfy required minimum distributions
after age 70 1/2 from an IRA account (with the maximum
amount subject to this waiver being based only upon the
shareholder's IRA accounts).
o for redemptions made pursuant to any IRA systematic
withdrawal based on the shareholder's life expectancy
including, but not limited to, substantially equal periodic
payments described in Code Section 72(t)(2)(A)(iv) prior to
age 59 1/2
o in the event of the total disability (as evidenced by a
determination by the federal Social Security Administration)
of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being redeemed
o in the event of the death of the shareholder (including a
registered joint owner)
The contingent deferred sales charge will also be waived in
connection with the following redemptions of shares held by
employer sponsored employee benefit plans maintained on the
subaccount record keeping system made available by the
Shareholder Service Agent:
o redemptions to satisfy participant loan advances (note that
loan repayments constitute new purchases for purposes of the
contingent deferred sales charge and the conversion
privilege)
o redemptions in connection with retirement distributions
(limited at any one time to 10% of the total value of plan
assets invested in a Portfolio
o redemptions in connection with distributions qualifying
under the hardship provisions of the Code
o redemptions representing returns of excess contributions to
such plans
Distribution Fee 0.75%
26
<PAGE>
Conversion Class B shares of a Portfolio will automatically convert to
Feature Class A shares of the same Portfolio six years after issuance on
the basis of the relative net asset value per share. Shares
purchased through the reinvestment of dividends and other
distributions paid with respect to Class B shares in a
shareholder's Portfolio account will be converted to Class A
shares on a pro rata basis.
Exchange Class B shares of a Portfolio may be exchanged for Class B
Privilege shares of another Portfolio at their relative net asset values
without a contingent deferred sales charge.
SELLING AND EXCHANGING SHARES
General
Any shareholder may require a Portfolio to redeem his or her shares. When the
Portfolios' transfer agent holds shares for the account of a shareholder, the
shareholder may redeem them by sending a written request with a signature
guarantee to Farmers Investment Trust, Attention: Redemption Department, P.O.
Box [ ], Kansas City, Missouri 64141-6557.
Repurchases (confirmed redemptions)
A request for repurchase may be communicated by a shareholder through a
securities dealer or other financial services firm to the Distributor which each
Portfolio has authorized to act as its agent. There is no charge by the
Distributor with respect to repurchases; however, dealers or other firms may
charge customary commissions for their services. The offer to repurchase may be
suspended at any time. Requirements as to payments and delay of payments are the
same as for redemptions.
Reinvestment Privilege
Under certain circumstances, a shareholder that has redeemed Class A shares may
reinvest up to the full amount redeemed at net asset value at the time of the
reinvestment. These reinvested shares will retain their original cost and
purchase date for purposes of the contingent deferred sales charge. Also, a
holder of Class B shares who has redeemed shares may reinvest up to the full
amount redeemed, less any applicable contingent deferred sales charge that may
have been imposed upon the redemption of such shares, at net asset value in
Class A shares. The reinvestment privilege may be terminated or modified at any
time.
27
<PAGE>
<PAGE>
Additional information about the Portfolios may be found in the Statement of
Additional Information and in shareholder reports. The Statement of Additional
Information contains more detailed information on Portfolio investments and
operations. The semiannual and annual shareholder reports contain a discussion
of the market conditions and the investment strategies that significantly
affected the Portfolios' performance during the last fiscal year, as well as a
listing of portfolio holdings and financial statements. These documents may be
obtained without charge from the following sources:
---------------------------------------------------------------------------
By Phone: In Person:
---------------------------------------------------------------------------
1-800-621-1048 Public Reference Room
Securities and Exchange
Commission, Washington, D.C.
(Call 1-800-SEC-0330
for more information).
---------------------------------------------------------------------------
By Mail: By Internet:
----------------------------------------------------------------------------
Farmers Sales & Service Support Unit http://www.sec.gov
222 Riverside Plaza
Chicago, IL 60606-5808
Or
---------------------------------------------------------------------------
Public Reference Section
Securities and Exchange
Commission, Washington, D.C.
20549-6009
(a duplication fee is charged)
---------------------------------------------------------------------------
The Statement of Additional Information is incorporated by reference into this
prospectus (is legally a part of this prospectus).
Investment Company Act file numbers:
Farmers Investment Trust 811-XXX
Printed with SOYINK Printed on recycled paper xx-xx-xxx (codes)
28
<PAGE>
FARMERS INVESTMENT TRUST
Two International Place
Boston, Massachusetts 02110
Farmers Investment Trust is a professionally
managed, open-end investment company that offers
five [Farmers Funds] portfolios.
INCOME PORTFOLIO
CONSERVATIVE PORTFOLIO
BALANCED PORTFOLIO
GROWTH AND INCOME PORTFOLIO
GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
January 15, 1999
- --------------------------------------------------------------------------------
This combined Statement of Additional Information is not a prospectus.
The combined prospectus of [Farmers Funds] Portfolios dated January 15, 1999, as
amended from time to time, may be obtained without charge by writing to Farmers
Sales & Service Support Unit, 222 South Riverside Plaza, Chicago, IL 60606-5808;
or by calling 1-800-621-1048.
The Statement of Assets and Liabilities of each [Farmers Funds]
Portfolio dated January __, 1999, is incorporated by reference and are hereby
deemed to be part of this Statement of Additional Information.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
FARMERS INVESTMENT TRUST INVESTMENT OBJECTIVES AND POLICIES...........................................................1
General Investment Objectives and Policies...................................................................1
The Underlying Funds.........................................................................................1
Risk Factors of the Portfolios...............................................................................1
Risk Factors of the Underlying Funds.........................................................................5
Investment Restrictions of the Portfolios....................................................................5
PURCHASE OF SHARES....................................................................................................6
REDEMPTION OR REPURCHASE OF SHARES....................................................................................9
Redemption by Mail or Fax...................................................................................12
Redemption-in-Kind..........................................................................................12
SPECIAL FEATURES.....................................................................................................12
ADDITIONAL TRANSACTION INFORMATION...................................................................................15
Share Certificates..........................................................................................16
Other Information...........................................................................................17
FEATURES AND SERVICES OFFERED BY THE TRUST...........................................................................17
Reports to Shareholders.....................................................................................17
Transaction Summaries.......................................................................................17
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS............................................................................18
PERFORMANCE INFORMATION..............................................................................................18
Average Annual Total Return.................................................................................18
Cumulative Total Return.....................................................................................19
SEC Yields of Income Portfolio, Conservative Portfolio and Balanced Portfolio...............................19
Total Return................................................................................................19
TRUST ORGANIZATION...................................................................................................19
INVESTMENT ADVISER...................................................................................................21
Personal Investments by Employees of the Adviser............................................................23
Investment Management Fees..................................................................................23
[SPECIAL SERVICING AGREEMENT]........................................................................................24
TRUSTEES AND OFFICERS [TO BE UPDATED]................................................................................25
[REMUNERATION - TO BE UPDATED].......................................................................................26
PRINCIPAL UNDERWRITER................................................................................................26
ADMINISTRATIVE SERVICES..............................................................................................26
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT..............................................................22
FUND ACCOUNTING AGENT................................................................................................22
TAXES................................................................................................................27
Taxation of the Portfolios and Their Shareholders...........................................................27
Taxation of the Underlying Funds............................................................................29
PORTFOLIO TRANSACTIONS...............................................................................................30
Portfolio Turnover..........................................................................................30
NET ASSET VALUE......................................................................................................30
ADDITIONAL INFORMATION...............................................................................................31
Experts.....................................................................................................31
Shareholder Indemnification.................................................................................31
Other Information...........................................................................................31
i
<PAGE>
TABLE OF CONTENTS (continued)
Page
FINANCIAL STATEMENTS.................................................................................................32
GLOSSARY
</TABLE>
ii
<PAGE>
FARMERS INVESTMENT TRUST INVESTMENT OBJECTIVES AND POLICIES
(See "Portfolio Summaries" in the Portfolios' prospectus.)
General Investment Objectives and Policies
The Farmers Investment Trust (the "Trust") consists of five
professionally managed investment portfolios -- Income Portfolio, Conservative
Portfolio, Balanced Portfolio, Growth and Income Portfolio, and Growth Portfolio
(each a "Portfolio" and collectively the "Portfolios"). Rather than investing in
individual securities like a traditional mutual fund, each Portfolio seeks to
achieve its particular objective by investing in a carefully selected
combination of established, open-end mutual funds (the "Underlying Funds"), that
in turn invest in a wide range of securities. Therefore, an investment in one of
the Portfolios may be diversified over hundreds, or even thousands, of
individual securities. Each Portfolio may invest in Underlying Funds that may or
may not be affiliated with the Portfolios. The portfolio management team for
each Portfolio allocates investments based on the outlook of the Portfolio's
investment adviser, Scudder Kemper Investments, Inc., (the "Adviser") for the
financial markets, world economies and the relative performance potential of the
Underlying Funds. The investment objectives of the Portfolios are as follows:
o Income Portfolio seeks to provide its shareholders with a high level of
current income. The Portfolio will invest primarily in bond mutual
funds, including short- and long-term bond funds, government bond
funds, high yield bond funds and global bond funds.
o Conservative Portfolio seeks to provide its shareholders with current
income and, as a secondary objective, long-term growth of capital by
investing substantially in global bond funds, and to a lesser extent,
domestic and international equity funds.
o Balanced Portfolio seeks to provide its shareholders with a balance of
current income and growth of capital by investing in a mix of money
market, domestic and global equity and bond funds.
o Growth and Income Portfolio seeks to provide its shareholders with a
combination of capital appreciation and current income by investing
primarily in domestic and global equity funds, and to a lesser extent,
bond funds.
o Growth Portfolio seeks to provide its shareholders with long-term
growth of capital through investment in growth-oriented equity funds.
The Portfolios may also invest in money market instruments to provide
for redemptions and for temporary or defensive purposes. It is impossible to
accurately predict how long such alternate strategies may be utilized.
Achievement of each Portfolio's objective cannot be assured. The Portfolios may
each borrow money for temporary, emergency or other purposes, including
investment leverage purposes, as determined by the Trustees. The Investment
Company Act of 1940 (the "1940 Act") requires borrowings to have 300% asset
coverage.
The Portfolios may each also enter into reverse repurchase
agreements.
Risk Factors of the Portfolios
Each Portfolio's ability to achieve its objective depends on the
performance of the Underlying Funds in which it invests, as well as the
allocation of the Portfolio's assets among the Underlying Funds. The performance
of the Underlying Funds, in turn, depends upon the performance of the securities
in which they invest.
Because the value of your investment will fluctuate, your shares, when
sold, could be worth less than what you paid for them. Declines in either the
stock or bond market and the underperformance of the Underlying Funds in which a
Portfolio invests in comparison to other types of funds are some of the factors
that may reduce the value of your investment. The portfolio management team's
skill in choosing the appropriate mix of Underlying Funds determines in large
part a Portfolio's ability to achieve its objective.
In addition to each Portfolio's performance, the risks associated with
each Portfolio are also directly related to the Underlying Funds in which it
invests, and more specifically the types of individual securities held by the
Underlying Funds. The Portfolios are designed to represent varying degrees of
potential investment risk and reward. The more
<PAGE>
aggressive Portfolios are designed for investors with longer time frames and a
high degree of risk tolerance because in pursuing higher investment returns,
these Portfolios incur greater risks and more dramatic fluctuations in value. In
contrast, the more conservative Portfolios are designed for investors with
shorter time frames and a low degree of risk tolerance.
The Underlying Funds
Each Portfolio will purchase or sell securities to: (a) accommodate
purchases and sales of each Portfolio's shares, (b) change the percentages of
each Portfolio's assets invested in each of the Underlying Funds in response to
changing market conditions, and (c) maintain or modify the allocation of each
Portfolio's assets in accordance with the investment mixes described below.
Portfolio managers will allocate Portfolio assets among the Underlying
Funds in accordance with predetermined percentage ranges, based on the Adviser's
outlook for the financial markets, the world's economies and the relative
performance potential of the Underlying Funds. The Underlying Funds have been
selected to represent a broad spectrum of investment options for the Portfolios,
subject to the following investment ranges: Income Portfolio: 80-100% in bond
funds, 0% in equity funds and 0-20% in a money market fund; Conservative
Portfolio: 60-80% in bond funds, 20-40% in equity funds and 0-15% in a money
market fund; Balanced Portfolio: 40-60% in equity funds, 20-40% in bond funds
and 0-10% in a money market fund; Growth and Income Portfolio: 60-80% in equity
funds, 20-40% in bond funds and 0-10% in a money market fund; Growth Portfolio:
95-100% in equity funds, 0% in bond funds and 0-5% in a money market fund.
Each Portfolio may invest in Underlying Funds that may or may not be
affiliated with the Adviser. The Underlying Funds include, but are not limited
to: Janus 20, Cash Account Money Market Portfolio (Reserve Shares), Scudder
Income Fund, PIMCO Low Duration Administrative Shares, Kemper Government
Securities Fund (Class A), Kemper High Yield Fund (Class A), PIMCO Foreign Bond
Administrative Shares, Scudder Growth and Income Fund, Scudder International
Fund, Scudder Small Company Value Fund, Kemper-Dreman High Return Equity Fund
(Class A) and Templeton Developing Markets I. The following is a concise
description of the investment objectives and strategies for each of the
affiliated Underlying Funds:
The following Underlying Fund is the money market fund in which a Portfolio may
invest and will likely serve as the primary cash reserve portion of each
Portfolio.
[Cash Account Trust Money Market Portfolio (Reserve Shares) [TO BE UPDATED]
seeks maximum current income to the extent consistent with stability of capital
from a portfolio primarily of commercial paper and bank obligations. The Fund is
designed for investors who want to avoid the fluctuations of principal commonly
associated with equity or long-term bond investments.]
The following Underlying Funds are bond mutual funds which primarily seek to
provide current income or total return.
Scudder Income Fund seeks a high level of income, consistent with the prudent
investment of capital, through a flexible investment program emphasizing
high-grade bonds. The Fund invests primarily in a broad range of high-grade,
income-producing securities such as corporate bonds and government securities.
Under normal market conditions, the Fund will invest at least 65% of its assets
in securities rated within the three highest quality rating categories of
Moody's Investors Service ("Moody's") (Aaa, Aa and A) or Standard & Poor's
Corporation ("S&P") (AAA, AA and A), or if unrated, in bonds judged by the
Adviser, to be of comparable quality at the time of purchase. The Fund may
invest up to 20% of its assets in debt securities rated lower than Baa 3 or BBB
or, if unrated, of equivalent quality as determined by the Adviser. The Fund
will not purchase bonds rated below B by Moody's or S&P or their equivalent.
Scudder Income Fund may invest in bonds, notes, zero coupon securities,
adjustable rate bonds, convertible bonds, preferred and convertible preferred
securities, U.S. Government securities, commercial paper, debt securities issued
by real estate investment trusts ("REITs"), mortgage and asset-backed securities
and other money market instruments and illiquid securities such as certain
securities issued in private placements, foreign securities and certificates of
deposit issued by foreign and domestic branches of U.S. banks. It may also
invest in warrants, when-issued or forward delivery
2
<PAGE>
securities, indexed securities, repurchase agreements, reverse repurchase
agreements, and may engage in dollar-roll transactions, securities lending and
strategic transactions including derivatives.
Kemper Government Securities Fund (Class A) [TO BE UPDATED] seeks high current
income, liquidity and security of principal by investing in a Portfolio of U.S.
government securities. The Fund offers investors the potential for a high level
of income from a high credit quality Portfolio. The Fund seeks high current
income by investing in U.S. Treasuries and U.S. mortgage-backed securities such
as GNMAs (Ginnie Mae) and FNMAs (Fannie Mae).
Kemper High-Yield Fund (Class A) [TO BE UPDATED] seeks a high level of current
income from a highly diversified portfolio of fixed-income securities,
consistent with reasonable risk. The Fund invests primarily in corporate bonds
with high yield potential and seeks portfolio growth through reinvestment of
income. Investment in corporate bonds generally involves less risk than
investment in equities. The Adviser's utilizes complete credit analysis, fully
examining the financial strength and investment potential of each individual
bond issue. The Fund's portfolio managers utilize strict research standards to
choose bonds issued by fundamentally solid, economically resilient companies.
The following Underlying Fund is an equity mutual fund which seeks a combination
of income and growth of capital.
Scudder Growth and Income Fund seeks long-term growth of capital, current income
and growth of income. The Fund attempts to achieve its investment objective by
investing primarily in dividend-paying common stocks, preferred stocks and
securities convertible into common stocks of companies with long-standing
records of earnings growth. The Fund may also purchase securities which do not
pay current dividends but which offer prospects for growth of capital and future
income. Convertible securities (which may be current coupon or zero coupon
securities) are bonds, notes, debentures, preferred stocks and other securities
which may be converted or exchanged at a stated or determinable exchange ratio
into underlying shares of common stock. The Fund may also invest in
nonconvertible preferred stocks consistent with its objective.
Scudder Growth and Income Fund may for temporary defensive purposes invest
without limit in cash and cash equivalents. It is impossible to accurately
predict how long such alternative strategies may be utilized. In addition, the
Fund may invest in warrants, foreign securities, real estate investment trusts,
illiquid securities, reverse repurchase agreements, repurchase agreements and
may engage in securities lending and strategic transactions including
derivatives.
The following Underlying Funds are equity mutual funds which seek long-term
growth of capital.
Scudder International Fund seeks long-term growth of capital primarily through a
diversified portfolio of marketable foreign equity securities. The Fund invests
in companies, wherever organized, which do business primarily outside the United
States. The Fund intends to diversify investments among several countries and to
have represented in the portfolio, in substantial proportions, business
activities in not less than three different countries other than the U.S. The
Fund does not intend to concentrate investments in any particular industry. The
Fund's investments are generally denominated in foreign currencies. The strength
or weakness of the U.S. dollar against these currencies is responsible for part
of the Fund's investment performance. The Fund may invest up to 20% of its total
assets in investment-grade debt securities except that the Fund may invest up to
5% of its total assets in debt securities which are rated below
investment-grade.
Scudder International Fund may for temporary defensive purposes invest without
limits in Canadian or U.S. Government obligations or currencies, or securities
of companies incorporated in and having their principal activities in Canada or
the U.S. It is impossible to accurately predict how long such alternative
strategies may be utilized. In addition, the Fund may invest in warrants, trust
preferred securities, fixed-income securities, illiquid securities, reverse
repurchase agreements, repurchase agreements and may engage in securities
lending and strategic transactions including derivatives.
Scudder Small Company Value Fund invests for long-term growth of capital by
seeking out undervalued stocks of small U.S. companies. In pursuit of long-term
growth of capital, the Fund invests, under normal circumstances, at least 90% of
its assets in the common stock of small U.S. companies. The Fund will invest in
securities of companies that are similar in size to those in the Russell 2000(R)
Index of small stocks. The median market capitalization (i.e., current stock
3
<PAGE>
price times shares outstanding) of the portfolio will be below $500 million.
Companies represented in the portfolio of the Fund typically have the following
characteristics:
o Attractive valuations relative to the Russell 2000 Index -- a
widely used benchmark of small stock performance -- based on
measures such as price to earnings, price to book value and
price to cash flow ratios.
o Favorable trends in earnings growth rates and stock price
momentum.
While the Fund invests predominately in common stocks, it can purchase other
types of equity securities including preferred stocks (convertible securities),
rights, warrants and illiquid securities. The Fund may invest up to 20% of its
assets in U.S. Treasury, agency and instrumentality obligations, may enter into
repurchase agreements and may engage in strategic transactions, using such
derivatives contracts as index options and futures, to increase stock market
participation, enhance liquidity and manage transaction costs.
Scudder Small Company Value Fund may for temporary defensive purposes invest
without limit in cash and cash equivalents. It is impossible to accurately
predict how long such alternative strategies may be utilized.
Kemper-Dreman High Return Equity Fund (Class A) [TO BE UPDATED] seeks a high
total rate of return by investing primarily in large capitalization stocks ($1
billion and greater) in undervalued sectors of the market. The Fund's contrarian
investment philosophy is based upon the belief that owning stocks the prices of
which are low relative to their earnings, cash flow, book price and dividend
yield is a lower risk method for seeking potentially superior long-term returns.
[In addition, the Portfolios may invest in certain unaffiliated
Underlying Funds including, but not limited to, funds from the following fund
families: Janus, Franklin Templeton and PIMCO. There can be no assurance that
any of the Underlying Fund's objectives will be met.] Prospectuses for the
affiliated Underlying Funds may be obtained without charge by writing Farmers
Sales & Service Support Unit, 222 South Riverside Plaza, Chicago, IL 60606-5808,
or calling 1-800-621-1048. No offer is made in this Statement of Additional
Information of shares of any of the Underlying Funds. If you require more
detailed information about an affiliated Underlying Fund call [ ] at
1-800-XXX-XXXX to obtain the complete prospectus and statement of additional
information for that fund.
The following chart shows the Average Annual Total Returns for each of
the affiliated Underlying Funds for their most recent one-, five-, ten-year and
life of fund periods. [TO BE UPDATED]
<TABLE>
<CAPTION>
Assets
as of Average Annual Total Returns^(1)
11/30/98
Inception (in One Five Ten Life of
Date millions) Year Years Years Fund
---- --------- ---- ----- ----- ----
<S> <C>
Money Market Fund
Cash Account Trust Money Market Portfolio
(Reserve Shares)
Bond Mutual Funds
Kemper Government Securities Fund
(Class A) 10/1/79
Kemper High-Yield Fund (Class A) 1/26/78
Scudder Income Fund 5/10/28
Equity Mutual Funds
Kemper-Dreman High Return Equity Fund
(Class A) 3/18/88
Scudder Growth and Income Fund 3/15/29
Scudder International Fund 6/15/54
4
<PAGE>
Assets
as of Average Annual Total Returns^(1)
11/30/98
Inception (in One Five Ten Life of
Date millions) Year Years Years Fund
---- --------- ---- ----- ----- ----
Scudder Small Company Value Fund 10/6/95
</TABLE>
(1) As of each Underlying Fund's most recent fiscal reporting period.
All total return calculations assume that dividends and capital gains
distributions, if any, were reinvested. Performance figures are historical and
are not intended to indicate future investment performance.
Risk Factors of the Underlying Funds
In pursuing its investment objectives, each of the Underlying Funds is
permitted to engage in a wide range of investment policies. The Underlying
Funds' risks are determined by the nature of the securities held and the
portfolio management strategies used by their particular investment adviser.
Certain of these policies are described in the "Glossary" and further
information about the Underlying Funds is contained in the prospectuses of such
funds. Because each Portfolio invests in certain of the Underlying Funds,
shareholders of each Portfolio will be affected by these investment policies in
direct proportion to the amount of assets each Portfolio allocates to the
Underlying Funds pursuing such policies.
Investment Restrictions of the Portfolios
The policies set forth below are fundamental policies of each Portfolio
and may not be changed with respect to each of the Portfolios without the
approval of a majority of the outstanding voting securities of the Portfolio. As
used in this Statement of Additional Information, a "majority of the outstanding
voting securities of a Portfolio" means the lesser of (1) 67% or more of the
voting securities present at such meeting, if the holders of more than 50% of
the outstanding voting securities of such Portfolio are present or represented
by proxy; or (2) more than 50% of the outstanding voting securities of such
Portfolio.
Each Portfolio has elected to be classified as a diversified series of
an open-end investment company. In addition, as a matter of fundamental policy,
each Portfolio will not:
(1) borrow money, except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
(2) issue senior securities, except as permitted under the
Investment Company Act of 1940, as amended, and as interpreted
or modified by regulatory authority having jurisdiction, from
time to time;
(3) engage in the business of underwriting securities issued by
others, except to the extent that a Portfolio may be deemed to
be an underwriter in connection with the disposition of
portfolio securities;
(4) concentrate its investments in investment companies, as the
term "concentrate" is used in the Investment Company Act of
1940, as amended and interpreted by regulatory authority
having jurisdiction from time to time; except that each
Portfolio may concentrate in an Underlying Fund. However, each
Underlying Fund in which each Portfolio will invest may
concentrate its investments in a particular industry;
(5) purchase or sell real estate, which term does not include
securities of companies which deal in real estate or mortgages
or investments secured by real estate or interests therein,
except that the Portfolio reserves freedom of action to hold
and to sell real estate acquired as a result of the
Portfolio's ownership of securities;
(6) purchase physical commodities or contracts relating to
physical commodities; or
5
<PAGE>
(7) make loans except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time.
Nonfundamental policies may be changed by the Trustees of the Trust
without shareholder approval. As a matter of nonfundamental policy, each
Portfolio does not currently intend to:
(a) invest in companies for the purpose of exercising management
or control.
(b) (i) borrow money in an amount greater than 5% of its total
assets, except for temporary or emergency purposes and (ii) by
engaging in reverse repurchase agreements, entering into
dollar rolls, or making other investments or engaging in other
transactions which may be deemed to be borrowings but are
consistent with each Portfolio's investment objective.
Any investment restrictions in this Statement of Additional Information
which involve a maximum percentage of securities or assets shall not be
considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of securities
or assets of, or borrowings by, the Portfolios.
PURCHASE OF SHARES
(See "Purchase of Shares" in the Portfolios' prospectus.)
As described in the Portfolios' prospectus, shares of a Portfolio are
sold at their public offering price, which is the net asset value per share of
the Portfolio next determined after an order is received in proper form plus,
with respect to Class A shares, an initial sales charge. An order for the
purchase of shares that is accompanied by a check drawn on a foreign bank (other
than a check drawn on a Canadian bank in U.S. Dollars) will not be considered in
proper form and will not be processed unless and until the Portfolio determines
that it has received payment of the proceeds of the check. The time required for
such a determination will vary and cannot be determined in advance.
Scheduled variations in or the elimination of the initial sales charge
for purchases of Class A shares or the contingent deferred sales charge for
redemptions of Class B shares by certain classes of persons or through certain
types of transactions as described in the prospectus are provided because of
anticipated economies in sales and sales related efforts.
A Portfolio may suspend the right of redemption or delay payment more
than seven days (a) during any period when the New York Stock Exchange (the
"Exchange") is closed other than customary weekend and holiday closings or
during any period in which trading on the Exchange is restricted, (b) during any
period when an emergency exists as a result of which (i) disposal of a
Portfolio's investments is not reasonably practicable, or (ii) it is not
reasonably practicable for the Portfolio to determine the value of a its net
assets, or (c) for such other periods as the SEC may by order permit for the
protection of a Portfolio's shareholders.
The conversion of Class B shares to Class A shares may be subject to
the continuing availability of an opinion of counsel or ruling by the Internal
Revenue Service or other assurance acceptable to each Portfolio to the effect
that (a) the assessment of the distribution services fee with respect to Class B
shares and not Class A shares and the assessment of the administrative services
fee with respect to each Class does not result in the Portfolio's dividends
constituting "preferential dividends" under the Internal Revenue Code, and (b)
that the conversion of Class B shares to Class A shares does not constitute a
taxable event under the Internal Revenue Code. The conversion of Class B shares
to Class A shares may be suspended if such assurance is not available. In that
event, no further conversions of Class B shares would occur, and shares might
continue to be subject to the distribution services fee for an indefinite period
that may extend beyond the proposed conversion date as described in the
prospectus.
Each Portfolio has authorized certain members of the National
Association of Securities Dealers, Inc. ("NASD"), other than Kemper
Distributors, Inc. ("KDI"), to accept purchase and redemption orders for the
Portfolio's shares. Those brokers may also designate other parties to accept
purchase and redemption orders on the Portfolio's behalf. Orders for purchase or
redemption will be deemed to have been received by the Portfolio when such
brokers or their authorized designees accept the orders. Subject to the terms of
the contract between the Portfolio and the broker, ordinarily orders will be
priced as the Portfolio's net asset value next computed after acceptance by such
brokers or their
6
<PAGE>
authorized designees. Further, if purchases or redemptions of the Portfolio's
shares are arranged and settlement is made at an investor's election through any
other authorized NASD member, that member may, at its discretion, charge a fee
for that service. The Board of Trustees ("Board") of the Portfolios and KDI each
has the right to limit the amount of purchases by, and to refuse to sell to, any
person. The Board and KDI may suspend or terminate the offering of shares of the
Portfolio at any time for any reason.
Checks. A certified check is not necessary, but checks are only accepted subject
to collection at full face value in U.S. funds and must be drawn on, or payable
through, a U.S. bank.
If shares of a Portfolio are purchased by a check which proves to be
uncollectible, the Portfolio reserves the right to cancel the purchase
immediately and the purchaser will be responsible for any loss incurred by the
Portfolio or the principal underwriter by reason of such cancellation. If the
purchaser is a shareholder, the Portfolio shall have the authority, as agent of
the shareholder, to redeem shares in the shareholder's account in order to
reimburse the Portfolio or the principal underwriter for the loss incurred.
Investors whose orders have been canceled may be prohibited or restricted from
placing future orders in any of the Portfolios.
Wire Transfer of Federal Funds. To obtain the net asset value determined as of
the close of regular trading on the Exchange on a selected day for a Portfolio,
your bank must forward federal funds by wire transfer and provide the required
account information so as to be available to a Portfolio prior to the regular
close of trading on the Exchange (normally 4 p.m. eastern time). The bank
sending an investor's federal funds by bank wire may charge for the service.
Presently, the Distributor pays a fee for receipt by the custodian of "wired
funds," but the right to charge investors for this service is reserved. [Boston]
banks are closed on certain holidays although the Exchange may be open. These
holidays are Columbus Day (the 2nd Monday in October) and Veterans Day (November
11). Investors are not able to purchase shares by wiring federal funds on such
holidays because the custodian is not open to receive such federal funds on
behalf of a Portfolio.
Share Price. Purchases will be filled at the net asset value next computed after
receipt of the application in good order. Net asset value per share normally
will be computed as of the close of regular trading on each day the Exchange is
open for trading. Orders received after the close of regular trading on the
Exchange will be executed at the next business day's net asset value. If the
order has been placed by a member of the NASD, other than KDI, it is the
responsibility of that member broker, rather than a Portfolio, to forward the
purchase order to Kemper Service Company ("KSvC," the "Shareholder Service
Agent" or the "Transfer Agent") by the close of regular trading on the Exchange.
Alternative Purchase Arrangements. Class A shares of each Portfolio are sold to
investors subject to an initial sales charge. Class B shares are sold without an
initial sales charge but are subject to higher ongoing expenses than Class A
shares and a contingent deferred sales charge payable upon certain redemptions.
Class B shares automatically convert to Class A shares six years after issuance.
When placing purchase orders, investors must specify whether the order is for
Class A or Class B shares.
The primary distinctions among the classes of each Portfolio's shares
lie in their initial and contingent deferred sales charge structures and in
their ongoing expenses, including asset-based sales charges in the form of Rule
12b-1 distribution fees. These differences are summarized in the table below.
Each class has distinct advantages and disadvantages for different investors,
and investors may choose the class that best suits their circumstances and
objectives.
<TABLE>
<CAPTION>
Annual 12b-1 Fees (as
a % of average daily
Sales Charge net assets) Other Information
------------ ----------- -----------------
<S> <C> <C> <C>
Class A Maximum initial sales charge of 5.00% of None Initial sales charge
the public offering price for Income waived or reduced for
Portfolio, 5.25% of the public offering certain purchases
price for Conservative Portfolio and
5.75% of the public offering price for
Balanced, Growth and Income, and Growth
Portfolios
7
<PAGE>
Class B Maximum contingent deferred sales charge 0.75% Shares convert to Class
of 4% of redemption proceeds; declines to A shares six years after
zero after six years issuance
</TABLE>
The minimum initial investment for each Portfolio is [ ] and the
minimum subsequent investment is [ ]. The minimum initial investment for an
Individual Retirement Account is [ ] and the minimum subsequent investment is [
]. Under an automatic investment plan, such as [Bank Direct Deposit, Payroll
Direct Deposit or Government Direct Deposit], the minimum initial and subsequent
investment is [ ]. These minimum amounts may be changed at any time in
management's discretion. In order to begin accruing income dividends as soon as
possible, purchasers may wire payment to [ ].
Each Portfolio receives the entire net asset value of all its Class A
shares sold. KDI, the Portfolios' principal underwriter, retains the sales
charge on sales of Class A shares from which it allows discounts from the
applicable public offering price to investment dealers, which discounts are
uniform for all dealers in the United States and its territories. The normal
discount allowed to dealers is set forth in the above table. Upon notice to all
dealers with whom it has sales agreements, KDI may reallow up to the full
applicable sales charge, as shown in the above table, during periods and for
transactions specified in such notice and such reallowances may be based upon
attainment of minimum sales levels. During periods when 90% or more of the sales
charge is reallowed, such dealers may be deemed to be underwriters as that term
is defined in the Securities Act of 1933.
Class A shares of a Portfolio may be purchased at net asset value by:
(a) any purchaser provided that the amount invested in such Portfolio totals at
least $1,000,000 (the "Large Order NAV Purchase Privilege") including purchases
of Class A shares pursuant to the "Combined Purchases," "Letter of Intent" and
"Cumulative Discount" features described under "Special Features" in the
Portfolios' prospsectus, or (b) a participant-directed qualified retirement plan
described in Code Section 401(a) or a participant-directed non-qualified
deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district, provided in each
case that such plan has not less than 200 eligible employees. Redemption within
two years of shares purchased under the Large Order NAV Purchase Privilege may
be subject to a contingent deferred sales charge.
KDI may in its discretion compensate investment dealers or other
financial services firms in connection with the sale of Class A shares of a
Portfolio at net asset value in accordance with the Large Order NAV Purchase
Privilege up to the following amounts: 1.00% of the net asset value of shares
sold on amounts up to [$5 million, 0.50% on the next $45 million and 0.25% on
amounts over $50 million]. The commission schedule will be reset on a calendar
year basis for sales of shares pursuant to the Large Order NAV Purchase
Privilege to employer sponsored employee benefit plans using the subaccount
record keeping system made available through KSvC. For purposes of determining
the appropriate commission percentage to be applied to a particular sale, KDI
will consider the cumulative amount invested by the purchaser in the Portfolios
as noted under "Special Features -- Class A Shares -- Combined Purchases" in the
Portfolios' prospectus, including purchases pursuant to the "Combined
Purchases," "Letter of Intent" and "Cumulative Discount" features. The privilege
of purchasing Class A shares of a Portfolio at net asset value under the Large
Order NAV Purchase Privilege is not available if another net asset value
purchase privilege also applies.
Class A shares may be sold at net asset value in any amount to: (a)
shareholders in connection with the investment or reinvestment of income and
capital gain dividends; (b) [officers, directors and employees of service agents
of the Portfolios]; (c) officers, trustees, directors, employees (including
retirees) and sales representatives of a Portfolio, its investment manager, its
principal underwriter or certain affiliated companies, for themselves or members
of their families; (d) registered representatives and employees of
broker-dealers having selling group agreements with KDI and officers, directors
and employees of service agents of the Funds, for themselves or their spouses or
dependent children; (e) any trust or pension, profit-sharing or other benefit
plan for only such persons. Class A shares may be sold at net asset value in any
amount to selected employees (including their spouses and dependent children) of
banks and other financial services firms that provide administrative services
related to order placement and payment to facilitate transactions in shares of
the Funds for their clients pursuant to an agreement with KDI or one of its
affiliates. Only those employees of such banks and other firms who as part of
their usual duties provide services related to transactions in Fund Class A
shares may purchase Fund shares at net asset value hereunder. Class A shares of
a Fund may be sold at net asset value through certain investment advisers
registered under the 1940 Act and other financial services firms that
8
<PAGE>
adhere to certain standards established by KDI, including a requirement that
such shares be sold for the benefit of their clients participating in an
investment advisory program under which such clients pay a fee to the investment
adviser or other firm for portfolio management and other services. Such shares
are sold for investment purposes and on the condition that they will not be
resold except through redemption or repurchase by the Funds. The Funds may also
issue Class A shares at net asset value in connection with the acquisition of
the assets of or merger or consolidation with another investment company, or to
shareholders in connection with the investment or reinvestment of income and
capital gain dividends.
Class A shares of a Fund may be purchased at net asset value by persons
who purchase such shares through bank trust departments that process such trades
through an automated, integrated mutual fund clearing program provided by a
third party clearing firm.
The sales charge scale is applicable to purchases made at one time by
any "purchaser" which includes: an individual; or an individual, his or her
spouse and children under the age of 21; or a trustee or other fiduciary of a
single trust estate or single fiduciary account; or an organization exempt from
federal income tax under Section 501(c)(3) or (13) of the Code; or a pension,
profit-sharing or other employee benefit plan whether or not qualified under
Section 401 of the Code; or other organized group of persons whether
incorporated or not, provided the organization has been in existence for at
least six months and has some purpose other than the purchase of redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales charge, all orders from an organized group will have to be
placed through a single investment dealer or other firm and identified as
originating from a qualifying purchaser.
Deferred Sales Charge Alternative -- Class B Shares. Investors choosing the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are being sold without an initial sales charge, the full amount of the
investor's purchase payment will be invested in Class B shares for his or her
account. A contingent deferred sales charge may be imposed upon redemption of
Class B shares.
KDI compensates firms for sales of Class B shares at the time of sale
at a commission rate of up to 3.75% of the amount of Class B shares purchased.
KDI is compensated by each Fund for services as distributor and principal
underwriter for Class B shares.
Class B shares of a Fund will automatically convert to Class A shares
of the same Fund six years after issuance on the basis of the relative net asset
value per share. The purpose of the conversion feature is to relieve holders of
Class B shares from the distribution services fee when they have been
outstanding long enough for KDI to have been compensated for distribution
related expenses. For purposes of conversion to Class A shares, shares purchased
through the reinvestment of dividends and other distributions paid with respect
to Class B shares in a shareholder's Fund account will be converted to Class A
shares on a pro rata basis.
REDEMPTION OR REPURCHASE OF SHARES
(See "Redemption or Repurchase of Shares" in the
Portfolios' prospectus.)
General. Any shareholder may require a Portfolio to redeem his or her shares.
Upon receipt by KSvC of a request for redemption, shares of a Portfolio will be
redeemed by the Portfolio at the applicable net asset value per share of such
Portfolio as described in the Portfolios' prospectus. When shares are held for
the account of a shareholder by the Portfolios' transfer agent, the shareholder
may redeem them by sending a written request with signatures guaranteed to [ ].
Redemption requests must be endorsed by the account holder with signatures
guaranteed by a commercial bank, trust company, savings and loan association,
federal savings bank, member firm of a national securities exchange or other
eligible financial institution. The redemption request must be signed exactly as
the account is registered including any special capacity of the registered
owner. Additional documentation may be requested, and a signature guarantee is
normally required, from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.
The redemption price for shares of a Portfolio will be the net asset
value per share of that Portfolio next determined following receipt by KSvC of a
properly executed request with any required documents as described above.
9
<PAGE>
Payment for shares redeemed will be made in cash as promptly as practicable but
in no event later than seven days after receipt of a properly executed request.
When a Portfolio is asked to redeem shares for which it may not have yet
received good payment [(i.e., purchases by check, EXPRESS-Transfer or Bank
Direct Deposit)], it may delay transmittal of redemption proceeds until it has
determined that collected funds have been received for the purchase of such
shares, which will be up to 10 days from receipt by a Portfolio of the purchase
amount. The redemption within two years of Class A shares purchased at net asset
value under the Large Order NAV Purchase Privilege may be subject to a
contingent deferred sales charge (see "Purchase of Shares"), the redemption of
Class B shares within six years may be subject to a contingent deferred sales
charge (see "Contingent Deferred Sales Charge -- Class B Shares" below).
Because of the high cost of maintaining small accounts the Portfolios
may assess a quarterly fee of [ ] on an account with a balance below [ ] for the
quarter. The fee will not apply to accounts enrolled in an automatic investment
program, Individual Retirement Accounts or employer sponsored employee benefit
plans using the subaccount record keeping system made available through KSvC.
Shareholders can request the following telephone privileges: expedited
wire transfer redemptions and [EXPRESS-Transfer transactions] (see "Special
Features") and exchange transactions for individual and institutional accounts
and pre-authorized telephone redemption transactions for certain institutional
accounts. Shareholders may choose these privileges on the account application or
by contacting KSvC for appropriate instructions. Please note that the telephone
exchange privilege is automatic unless the shareholder refuses it on the account
application. A Portfolio or its agents may be liable for any losses, expenses or
costs arising out of fraudulent or unauthorized telephone requests pursuant to
these privileges unless the Portfolio or its agents reasonably believe, based
upon reasonable verification procedures, that the telephonic instructions are
genuine. The shareholder will bear the risk of loss, including loss resulting
from fraudulent or unauthorized transactions, as long as the reasonable
verification procedures are followed. The verification procedures include
recording instructions, requiring certain identifying information before acting
upon instructions and sending written confirmations.
Telephone Redemptions. If the proceeds of the redemption (prior to the
imposition of any contingent deferred sales charge) are [ ] or less and the
proceeds are payable to the shareholder of record at the address of record,
normally a telephone request or a written request by any one account holder
without a signature guarantee is sufficient for redemptions by individual or
joint account holders, and trust, executor and guardian account holders
(excluding custodial accounts for gifts and transfers to minors), provided the
trustee, executor or guardian is named in the account registration. Other
institutional account holders and guardian account holders of custodial accounts
for gifts and transfers to minors may exercise this special privilege of
redeeming shares by telephone request or written request without signature
guarantee subject to the same conditions as individual account holders and
subject to the limitations on liability described under "General" above,
provided that this privilege has been pre-authorized by the institutional
account holder or guardian account holder by written instruction to KSvC with
signatures guaranteed. Telephone requests may be made by calling 1-800-621-1048.
Shares purchased by check or through [EXPRESS-Transfer or Bank Direct Deposit]
may not be redeemed under this privilege of redeeming shares by telephone
request until such shares have been owned for at least 10 days. This privilege
of redeeming shares by telephone request or by written request without a
signature guarantee and may not be used if the shareholder's account has had an
address change within 30 days of the redemption request. During periods when it
is difficult to contact the Shareholder Service Agent by telephone, it may be
difficult to use the telephone redemption privilege, although investors can
still redeem by mail. The Funds reserve the right to terminate or modify this
privilege at any time.
Repurchases (Confirmed Redemptions). A request for repurchase may be
communicated by a shareholder through a securities dealer or other financial
services firm to KDI, which each Portfolio has authorized to act as its agent.
There is no charge by KDI with respect to repurchases; however, dealers or other
firms may charge customary commissions for their services. Dealers and other
financial services firms are obligated to transmit orders promptly. The
repurchase price will be the net asset value of the Portfolio next determined
after receipt of a request by KDI. However, requests for repurchases received by
dealers or other firms prior to the determination of net asset value (see "Net
Asset Value") and received by KDI prior to the close of KDI's business day will
be confirmed at the net asset value effective on that day. The offer to
repurchase may be suspended at any time. Requirements as to stock powers,
payments and delay of payments are the same as for redemptions.
[Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares of a Portfolio can be redeemed and proceeds sent by federal
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<PAGE>
wire transfer to a single previously designated account. Requests received by
KSvC prior to the determination of net asset value will result in shares being
redeemed that day at the net asset value of the Portfolio effective on that day
and normally the proceeds will be sent to the designated account the following
business day. Delivery of the proceeds of a wire redemption request of $250,000
or more may be delayed by the Portfolio for up to seven days if the Adviser
deems it appropriate under then current market conditions. Once authorization is
on file, KSvC will honor requests by telephone at 1-800-621-1048 or in writing,
subject to the limitations on liability described under "General" above. The
Portfolios are not responsible for the efficiency of the federal wire system or
the account holder's financial services firm or bank. The Portfolios currently
do not charge the account holder for wire transfers. The account holder is
responsible for any charges imposed by the account holder's firm or bank. There
is a [ ] wire redemption minimum (including any contingent deferred sales
charge). To change the designated account to receive wire redemption proceeds,
send a written request to KSvC with signatures guaranteed as described above or
contact the firm through which shares of the Portfolio were purchased. Shares
purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may not be
redeemed by wire transfer until such shares have been owned for at least 10
days. During periods when it is difficult to contact the KSvC by telephone, it
may be difficult to use the expedited redemption privilege. The Portfolios
reserve the right to terminate or modify this privilege at any time.]
Contingent Deferred Sales Charge -- Large Order NAV Purchase Privilege. A
contingent deferred sales charge may be imposed upon redemption of Class A
shares that are purchased under the Large Order NAV Purchase Privilege as
follows: 1.00% if they are redeemed within one year of purchase and 0.50% if
they are redeemed during the second year following purchase. The charge will not
be imposed upon redemption of reinvested dividends or share appreciation. The
charge is applied to the value of the shares redeemed excluding amounts not
subject to the charge. The contingent deferred sales charge will be waived in
the event of: (a) redemptions by a participant-directed qualified retirement
plan described in Code Section 401(a) or a participant-directed non-qualified
deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district; (b) redemptions by
employer sponsored employee benefit plans using the subaccount record keeping
system made available through the Shareholder Service Agent; (c) redemption of
shares of a shareholder (including a registered joint owner) who has died; (d)
redemption of shares of a shareholder (including a registered joint owner) who
after purchase of the shares being redeemed becomes totally disabled (as
evidenced by a determination by the federal Social Security Administration); (e)
redemptions under a Fund's Systematic Withdrawal Plan at a maximum of 10% per
year of the net asset value of the account; and (f) redemptions of shares whose
dealer of record at the time of the investment notifies KDI that the dealer
waives the commission applicable to such Large Order NAV Purchase.
Contingent Deferred Sales Charge -- Class B Shares. A contingent deferred sales
charge may be imposed upon redemption of Class B shares. There is no such charge
upon redemption of any share appreciation or reinvested dividends on Class B
shares. The charge is computed at the following rates applied to the value of
the shares redeemed excluding amounts not subject to the charge.
Contingent Deferred
-------------------
Sales Charge
------------
Year of Redemption After Purchase
- ---------------------------------
First 4%
Second 3%
Third 3%
Fourth 2%
Fifth 2%
Sixth 1%
The contingent deferred sales charge will be waived: (a) in the event
of the total disability (as evidenced by a determination by the federal Social
Security Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being redeemed, (b) in the event of
the death of the shareholder (including a registered joint owner), (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
- -- Systematic Withdrawal Plan" below) and (d) for redemptions made pursuant to
any IRA systematic withdrawal based on the shareholder's life expectancy
including, but not limited to, substantially equal periodic payments described
in Internal Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2; and (e)
for redemptions to satisfy required minimum
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<PAGE>
distributions after age 70 1/2 from an IRA account (with the maximum amount
subject to this waiver being based only upon the shareholder's Kemper IRA
accounts). The contingent deferred sales charge will also be waived in
connection with the following redemptions of shares held by employer sponsored
employee benefit plans maintained on the subaccount record keeping system made
available by KSvC: (a) redemptions to satisfy participant loan advances (note
that loan repayments constitute new purchases for purposes of the contingent
deferred sales charge and the conversion privilege), (b) redemptions in
connection with retirement distributions (limited at any one time to 10% of the
total value of plan assets invested in a Portfolio), (c) redemptions in
connection with distributions qualifying under the hardship provisions of the
Internal Revenue Code and (d) redemptions representing returns of excess
contributions to such plans.
Contingent Deferred Sales Charge -- General. The following example will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor makes a single purchase of $10,000 of a Portfolio's Class B shares and
that 16 months later the value of the shares has grown by $1,000 through
reinvested dividends and by an additional $1,000 in appreciation to a total of
$12,000. If the investor were then to redeem the entire $12,000 in share value,
the contingent deferred sales charge would be payable only with respect to
$10,000 because neither the $1,000 of reinvested dividends nor the $1,000 of
share appreciation is subject to the charge. The charge would be at the rate of
3% ($300) because it was in the second year after the purchase was made.
The rate of the contingent deferred sales charge is determined by the
length of the period of ownership. Investments are tracked on a monthly basis.
The period of ownership for this purpose begins the first day of the month in
which the order for the investment is received. For example, an investment made
in January, 1999 will be eligible for the second year's charge if redeemed on or
after January 1, 2000. In the event no specific order is requested, the
redemption will be made first from shares representing reinvested dividends and
then from the earliest purchase of shares. KDI receives any contingent deferred
sales charge directly.
Redemption by Mail or Fax. In order to ensure proper authorization before
redeeming shares, the Transfer Agent may request additional documents such as,
but not restricted to, stock powers, trust instruments, certificates of death,
appointments as executor/executrix, certificates of corporate authority and
waivers of tax (required in some states when settling estates).
It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) days after receipt by the Transfer Agent of a request
for redemption that complies with the above requirements. Delays of more than
seven (7) days of payment for shares tendered for repurchase or redemption may
result, but only until the purchase check has cleared.
The requirements for IRA redemptions are different from those for
regular accounts. For more information call [ ].
[Redemption-in-Kind. The Trust reserves the right, if conditions exist which
make cash payments undesirable, to honor any request for redemption or
repurchase order by making payment in whole or in part in readily marketable
securities chosen by the Trust and valued as they are for purposes of computing
the Portfolio's net asset value (a redemption-in-kind). If payment is made in
securities, a shareholder may incur transaction expenses in converting these
securities into cash. The Trust has elected, however, to be governed by Rule
18f-1 under the 1940 Act as a result of which the Trust is obligated to redeem
shares, with respect to any one shareholder during any 90-day period, solely in
cash up to the lesser of $250,000 or 1% of the net asset value of the relevant
Portfolio at the beginning of the period.]
[Reinvestment Privilege. A shareholder who has redeemed Class A shares of a
Portfolio may reinvest up to the full amount redeemed at net asset value at the
time of the reinvestment in Class A shares of another Portfolio. A shareholder
of a Portfolio who redeems Class A shares purchased under the Large Order NAV
Purchase Privilege (see "Purchase of Shares") or Class B shares and incurs a
contingent deferred sales charge may reinvest up to the full amount redeemed at
net asset value at the time of the reinvestment in Class A shares, Class B
shares, as the case may be, of a Portfolio. The amount of any contingent
deferred sales charge also will be reinvested. These reinvested shares will
retain their original cost and purchase date for purposes of the contingent
deferred sales charge. Also, a holder of Class B shares who has
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redeemed shares may reinvest up to the full amount redeemed, less any applicable
contingent deferred sales charge that may have been imposed upon the redemption
of such shares, at net asset value in Class A shares of a Portfolio. Purchases
through the reinvestment privilege are subject to the minimum investment
requirements applicable to the shares being purchased. The reinvestment
privilege can be used only once as to any specific shares and reinvestment must
be effected within six months of the redemption. If a loss is realized on the
redemption of a Portfolio's shares, the reinvestment in the same Portfolio may
be subject to the "wash sale" rules if made within 30 days of the redemption,
resulting in a postponement of the recognition of such loss for federal income
tax purposes. The reinvestment privilege may be terminated or modified at any
time.]
SPECIAL FEATURES
(See "Special Features" in the Portfolios' prospectus.)
Class A Shares -- Combined Purchases. Each Portfolio's Class A shares (or the
equivalent) may be purchased at the rate applicable to the discount bracket
attained by combining concurrent investments in Class A shares of another
Portfolio.
Class A Shares -- Letter of Intent. A written Letter of Intent (the "Letter"),
which imposes no obligation to purchase or sell additional Class A shares,
provides for a price adjustment depending upon the actual amount purchased
within such period. The Letter provides that the first purchase following
execution of the Letter must be at least 5% of the amount of the intended
purchase, and that 5% of the amount of the intended purchase normally will be
held in escrow in the form of shares pending completion of the intended
purchase. If the total investments under the Letter are less than the intended
amount and thereby qualify only for a higher sales charge than actually paid,
the appropriate number of escrowed shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased sales charge. The
Letter for an employer sponsored employee benefit plan maintained on the
subaccount record keeping system available through KSvC may have special
provisions regarding payment of any increased sales charge resulting from a
failure to complete the intended purchase under the Letter. A shareholder may
include the value (at the maximum offering price) of all shares of such
Portfolios held of record as of the initial purchase date under the Letter as an
"accumulation credit" toward the completion of the Letter, but no price
adjustment will be made on such shares. Only investments in Class A shares of a
Portfolio are included for this privilege.
Class A Shares -- Cumulative Discount. Class A shares of a Portfolio may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of shares of a Portfolio being purchased, the value of all Class A
shares of [Farmers Funds] Portfolios (computed at the maximum offering price at
the time of the purchase for which the discount is applicable) already owned by
the investor.
Class A Shares -- Availability of Quantity Discounts. An investor or the
investor's dealer or other financial services firm must notify KSvC or KDI
whenever a quantity discount or reduced sales charge is applicable to a
purchase. Upon such notification, the investor will receive the lowest
applicable sales charge. Quantity discounts described above may be modified or
terminated at any time.
Exchange Privilege. Shareholders of Class A or Class B shares may exchange their
shares for shares of the corresponding class of other Portfolios in accordance
with the provisions below.
Class A Shares. Class A shares of the Portfolios may be exchanged for each other
at their relative net asset values. Class A shares of a Fund purchased under the
Large Order NAV Purchase Privilege may be exchanged for Class A shares of
another Portfolio under the exchange privilege described above without paying
any contingent deferred sales charge at the time of exchange. If the Class A
shares received on exchange are redeemed thereafter, a contingent deferred sales
charge may be imposed in accordance with the foregoing requirements provided
that the shares redeemed will retain their original cost and purchase date for
purposes of the contingent deferred sales charge.
Class B Shares. Class B shares of the Portfolios may be exchanged for each other
at their relative net asset values. Class B shares may be exchanged without any
contingent deferred sales charge being imposed at the time of exchange. For
purposes of the contingent deferred sales charge that may be imposed upon the
redemption of the Class B shares received on exchange, amounts exchanged retain
their original cost and purchase date.
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General. Shares of a Portfolio with a value in excess of $1,000,000 acquired by
exchange from another Portfolio may not be exchanged thereafter until they have
been owned for 15 days (the "15 Day Hold Policy"). For purposes of determining
whether the 15 Day Hold Policy applies to a particular exchange, the value of
the shares to be exchanged shall be computed by aggregating the value of shares
being exchanged for all accounts under common control, direction, or advice,
including without limitation, accounts administered by a financial services firm
offering market timing, asset allocation or similar services. The total value of
shares being exchanged must at least equal the minimum investment requirement of
the Portfolio into which they are being exchanged. Exchanges are made based on
relative dollar values of the shares involved in the exchange. [There is no
service fee for an exchange; however, dealers or other firms may charge for
their services in effecting exchange transactions. Exchanges will be effected by
redemption of shares of the fund held and purchase of shares of the other
Portfolio.] For federal income tax purposes, any such exchange constitutes a
sale upon which a gain or loss may be realized, depending upon whether the value
of the shares being exchanged is more or less than the shareholder's adjusted
cost basis of such shares. Exchanges may be accomplished by a written request to
[KSvC] Farmers Sales & Service Support Unit, 222 South Riverside Plaza, Chicago,
IL 60606-5808, or by telephone if the shareholder has given authorization
(1-800-621-1048). Once the authorization is on file, KSvC will honor requests by
telephone at 1-800-621-1048, subject to the limitations on liability under
"Redemption or Repurchase of Shares -- General." During periods when it is
difficult to contact the Shareholder Service Agent by telephone, it may be
difficult to use the telephone exchange privilege. The exchange privilege is not
a right and may be suspended, terminated or modified at any time. Except as
otherwise permitted by applicable regulations, 60 days' prior written notice of
any termination or material change will be provided.
[Systematic Exchange Privilege. The owner of [ ] or more of any class of the
shares of a Portfolio may authorize the automatic exchange of a specified amount
([ ] minimum) of such shares for shares of the same class of another Portfolio.
If selected, exchanges will be made automatically until the privilege is
terminated by the shareholder or the other Portfolio. Exchanges are subject to
the terms and conditions described above under "Exchange Privilege" except that
the [ ] minimum investment requirement for the Portfolio acquired on exchange is
not applicable.]
[EXPRESS-Transfer. EXPRESS-Transfer permits the transfer of money via the
Automated Clearing House System (minimum [ ] and maximum [ ]) from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in a Fund. Shareholders can also redeem shares (minimum [ ] and maximum [ ])
from their Portfolio account and transfer the proceeds to their bank, savings
and loan, or credit union checking account. Shares purchased by check or through
[EXPRESS-Transfer or Bank Direct Deposit] may not be redeemed under this
privilege until such shares have been owned for at least 10 days. By enrolling
in [EXPRESS-Transfer], the shareholder authorizes KSvC to rely upon telephone
instructions from any person to transfer the specified amounts between the
shareholder's Portfolio account and the predesignated bank, savings and loan or
credit union account, subject to the limitations on liability under "Redemption
or Repurchase of Shares -- General." Once enrolled in [EXPRESS-Transfer], a
shareholder can initiate a transaction by calling [KSvC toll free at
1-800-621-1048 Monday through Friday, 8:00 a.m. to 3:00 p.m. Chicago time].
Shareholders may terminate this privilege by sending written notice to [KSvC,
P.O. Box 419415, Kansas City, Missouri 64141-6415]. Termination will become
effective as soon as KSvC has had a reasonable time to act upon the request.
[EXPRESS-Transfer] cannot be used with passbook savings accounts or for
tax-deferred plans such as Individual Retirement Accounts ("IRAs").]
[Bank Direct Deposit. A shareholder may purchase additional shares of a
Portfolio through an automatic investment program. With the [Bank Direct Deposit
Purchase Plan], investments are made automatically (minimum [ ] maximum [ ])
from the shareholder's account at a bank, savings and loan or credit union into
the shareholder's Portfolio account. By enrolling in [Bank Direct Deposit], the
shareholder authorizes the Portfolio and its agents to either draw checks or
initiate Automated Clearing House debits against the designated account at a
bank or other financial institution. This privilege may be selected by
completing the appropriate section on the Account Application or by contacting
the KSvC for appropriate forms. A shareholder may terminate his or her Plan by
sending written notice to [KSvC, P.O. Box 419415, Kansas City, Missouri
64141-6415]. Termination by a shareholder will become effective within thirty
days after the KSvC has received the request. A Portfolio may immediately
terminate a shareholder's Plan in the event that any item is unpaid by the
shareholder's financial institution. The Portfolios may terminate or modify this
privilege at any time.]
[Payroll Direct Deposit and Government Direct Deposit. A shareholder may invest
in a Portfolio through [Payroll Direct Deposit or Government Direct Deposit].
Under these programs, all or a portion of a shareholder's net pay or government
check is automatically invested in a Portfolio account each payment period. A
shareholder may terminate
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participation in these programs by giving written notice to the shareholder's
employer or government agency, as appropriate. (A reasonable time to act is
required.) A Portfolio is not responsible for the efficiency of the employer or
government agency making the payment or any financial institutions transmitting
payments.]
[Systematic Withdrawal Plan. The owner of [ ] or more of a class of a
Portfolio's shares at the offering price (net asset value plus, in the case of
Class A shares, the initial sales charge) may provide for the payment from the
owner's account of any requested dollar amount up to [ ] to be paid to the owner
or a designated payee monthly, quarterly, semiannually or annually. The [ ]
minimum account size is not applicable to Individual Retirement Accounts. The
minimum periodic payment is [ ]. The maximum annual rate at which Class B shares
may be redeemed (and Class A shares purchased under the Large Order NAV Purchase
Privilege) under a systematic withdrawal plan is 10% of the net asset value of
the account. Shares are redeemed so that the payee will receive payment
approximately the first of the month. Any income and capital gain dividends will
be automatically reinvested at net asset value. A sufficient number of full and
fractional shares will be redeemed to make the designated payment. Depending
upon the size of the payments requested and fluctuations in the net asset value
of the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account.
The purchase of Class A shares while participating in a systematic
withdrawal plan will ordinarily be disadvantageous to the investor because the
investor will be paying a sales charge on the purchase of shares at the same
time that the investor is redeeming shares upon which a sales charge may have
already been paid. Therefore, a Portfolio will not knowingly permit additional
investments of less than [ ] if the investor is at the same time making
systematic withdrawals. KDI will waive the contingent deferred sales charge on
redemptions of Class A shares purchased under the Large Order NAV Purchase
Privilege and Class B shares made pursuant to a systematic withdrawal plan. The
right is reserved to amend the systematic withdrawal plan on 30 days' notice.
The plan may be terminated at any time by the investor or the Portfolios.]
Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and KDI can establish investor accounts
in any of the following types of retirement plans:
Individual Retirement Accounts ("IRAs") [with [ ] as custodian]. This
includes Savings Incentive Match Plan for Employees of Small Employers
("SIMPLE"), IRA accounts and Simplified Employee Pension Plan ("SEP") IRA
accounts and prototype documents.
403(b)(7) Custodial Accounts [also with [ ] as custodian]. This type of
plan is available to employees of most non-profit organizations.
Prototype money purchase pension and profit-sharing plans may be
adopted by employers. The maximum annual contribution per participant is the
lesser of 25% of compensation or $30,000.
Brochures describing the above plans as well as model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and
materials for establishing them are available from the Shareholder Service Agent
upon request. [The brochures for plans with [ ] as custodian describe the
current fees payable to [ ] for its services as custodian. Investors should
consult with their own tax advisers before establishing a retirement plan.]
ADDITIONAL TRANSACTION INFORMATION
General. Banks and other financial services firms may provide administrative
services related to order placement and payment to facilitate transactions in
shares of a Portfolio for their clients, and KDI may pay them a transaction fee
up to the level of the discount or commission allowable or payable to dealers,
as described above. Banks are currently prohibited under the Glass-Steagall Act
from providing certain underwriting or distribution services. Banks or other
financial services firms may be subject to various state laws regarding the
services described above and may be required to register as dealers pursuant to
state law. If banking firms were prohibited from acting in any capacity or
providing any of the described services, management would consider what action,
if any, would be appropriate. KDI does not believe that termination of a
relationship with a bank would result in any material adverse consequences to a
Portfolio.
KDI may, from time to time, pay or allow to firms a 1% commission on
the amount of shares of a Portfolio sold by the firm under the following
conditions: (i) the purchased shares are held in a [IRA] account, (ii) the
shares
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are purchased as a direct "roll over" of a distribution from a qualified
retirement plan account maintained on a participant subaccount record keeping
system provided by KSvC, (iii) the registered representative placing the trade
is a member of ProStar, a group of persons designated by KSvC in acknowledgment
of their dedication to the employee benefit plan area and (iv) the purchase is
not otherwise subject to a commission.
In addition to the discounts or commissions described above, KDI will,
from time to time, pay or allow additional discounts, commissions or promotional
incentives, in the form of cash or other compensation, to firms that sell shares
of the Portfolios. Non-cash compensation includes luxury merchandise and trips
to luxury resorts. In some instances, such discounts, commissions or other
incentives will be offered only to certain firms that sell or are expected to
sell during specified time periods certain minimum amounts of shares of the
Portfolios or other funds underwritten by KDI.
Orders for the purchase of shares of a Portfolio will be confirmed at a
price based on the net asset value of that Portfolio next determined after
receipt by KDI of the order accompanied by payment. However, orders received by
dealers or other financial services firms prior to the determination of net
asset value (see "Net Asset Value") and received by KDI prior to the close of
its business day will be confirmed at a price based on the net asset value
effective on that day ("trade date"). The Portfolios reserve the right to
determine the net asset value more frequently than once a day if deemed
desirable. Dealers and other financial services firms are obligated to transmit
orders promptly. Collection may take significantly longer for a check drawn on a
foreign bank than for a check drawn on a domestic bank. Therefore, if an order
is accompanied by a check drawn on a foreign bank, funds must normally be
collected before shares will be purchased. See "Purchase and Redemption of
Shares."
Investment dealers and other firms provide varying arrangements for
their clients to purchase and redeem the Portfolios' shares. Some may establish
higher minimum investment requirements than set forth above. Firms may arrange
with their clients for other investment or administrative services. Such firms
may independently establish and charge additional amounts to their clients for
such services, which charges would reduce the clients' return. Firms also may
hold the Portfolios' shares in nominee or street name as agent for and on behalf
of their customers. In such instances, the Portfolios' transfer agent will have
no information with respect to or control over the accounts of specific
shareholders. Such shareholders may obtain access to their accounts and
information about their accounts only from their firm. Certain of these firms
may receive compensation from the Portfolios through the Shareholder Service
Agent for recordkeeping and other expenses relating to these nominee accounts.
In addition, certain privileges with respect to the purchase and redemption of
shares or the reinvestment of dividends may not be available through such firms.
Some firms may participate in a program allowing them access to their clients'
accounts for servicing including, without limitation, transfers of registration
and dividend payee changes; and may perform functions such as generation of
confirmation statements and disbursement of cash dividends. Such firms,
including affiliates of KDI, may receive compensation from the Portfolios
through the Shareholder Service Agent for these services. This Statement of
Additional Information should be read in connection with such firms' material
regarding their fees and services.
The Portfolios reserve the right to withdraw all or any part of the
offering made by this Statement of Additional Information and to reject purchase
orders. Also, from time to time, each Portfolio may temporarily suspend the
offering of any class of its shares to new investors. During the period of such
suspension, persons who are already shareholders of such class of the Portfolio
normally are permitted to continue to purchase additional shares of such class
and to have dividends reinvested.
Shareholders should direct their inquiries to Farmers Sales & Service
Support Unit, 222 South Riverside Plaza, Chicago, IL 60606-5808, 1-800-621-1048
[or to the firm from which they received this Statement of Additional
Information.]
Share Certificates
Due to the desire of the Portfolios' management to afford ease of
redemption, certificates will not be issued to indicate ownership in a
Portfolio.
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Other Information
The "Tax Identification Number" section of the application must be
completed when opening an account. Applications and purchase orders without a
correct certified tax identification number and certain other certified
information (e.g. from exempt organizations, certification of exempt status)
will be returned to the investor.
The Trust may issue shares of each Portfolio at net asset value in
connection with any merger or consolidation with, or acquisition of the assets
of, any investment company (or series thereof) or personal holding company,
subject to the requirements of the 1940 Act.
Clients, officers or employees of the Adviser or of an affiliated
organization, and members of such clients', officers' or employees' immediate
families, banks and members of the NASD may direct repurchase requests to a
Portfolio through Kemper Distributors, Inc. at 222 South Riverside Plaza,
Chicago, IL 60606-5808 by letter, telegram, TWX, or telephone. A two-part
confirmation will be mailed out promptly after receipt of the repurchase
request. A written request in good order should be sent with a copy of the
invoice to KSvC 811 Main Street, Kansas City, Missouri. Failure to deliver
shares or required documents (see above) by the settlement date may result in
cancellation of the trade and the shareholder will be responsible for any loss
incurred by a Portfolio or the principal underwriter by reason of such
cancellation. Net losses on such transactions which are not recovered from the
shareholder will be absorbed by the principal underwriter. Any net gains so
resulting will accrue to the Portfolio. For this group, repurchases will be
carried out at the net asset value next computed after such repurchase requests
have been received. The arrangements described in this paragraph for
repurchasing shares are discretionary and may be discontinued at any time.
If a shareholder redeems all shares in the account after the record
date of a dividend, the shareholder receives in addition to the net asset value
thereof, all declared but unpaid dividends thereon. The value of shares redeemed
or repurchased may be more or less than the shareholder's cost depending on the
net asset value at the time of redemption or repurchase. The Trust does not
impose a redemption or repurchase charge, although a wire charge may be
applicable for redemption proceeds wired to an investor's bank account.
Redemption of shares, including redemptions undertaken to effect an exchange for
shares of another Portfolio, may result in tax consequences (gain or loss) to
the shareholder and the proceeds of such redemptions may be subject to backup
withholding. (See "TAXES.")
Shareholders who wish to redeem shares from Special Plan Accounts
should contact the employer, trustee or custodian of the Plan for the
requirements.
The determination of net asset value and a shareholder's right to
redeem shares and to receive payment may be suspended at times (a) during which
the Exchange is closed, other than customary weekend and holiday closings, (b)
during which trading on the Exchange is restricted for any reason, (c) during
which an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (d)
during which the SEC by order permits a suspension of the right of redemption or
a postponement of the date of payment or of redemption; provided that applicable
rules and regulations of the SEC (or any succeeding governmental authority)
shall govern as to whether the conditions prescribed in (b), (c) or (d) exist.
FEATURES AND SERVICES OFFERED BY THE TRUST [TO BE UPDATED]
Reports to Shareholders
The Trust issues shareholders unaudited semiannual financial statements
and annual financial statements audited by independent accountants, including a
list of investments held and statements of assets and liabilities, operations,
changes in net assets and financial highlights. The Trust presently intends to
distribute to shareholders informal quarterly reports during the intervening
quarters, containing a statement of the investments of the portfolios.
Transaction Summaries
Annual summaries of all transactions in each Portfolio account are
available to shareholders. The summaries may be obtained by calling
[1-800-621-1048].
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DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
(See "Distributions" in the Portfolios' prospectus.)
Each Portfolio intends to follow the practice of distributing all of
its investment company taxable income, which includes any excess of net realized
short-term capital gains over net realized long-term capital losses. Each
Portfolio may follow the practice of distributing the entire excess of net
realized long-term capital gains over net realized short-term capital losses.
However, a Portfolio may retain all or part of such gain for reinvestment after
paying the related federal income taxes for which the shareholders may then be
asked to claim a credit against their federal income tax liability. (See
"TAXES.")
If a Portfolio does not distribute the amount of capital gain and/or
ordinary income required to be distributed by an excise tax provision of the
Code, the Portfolio may be subject to that excise tax. (See "TAXES.") In certain
circumstances, a Portfolio may determine that it is in the interest of
shareholders to distribute less than the required amount.
Earnings and profits distributed to shareholders on redemptions of
Portfolio shares may be utilized by the Portfolio, to the extent permissible, as
part of the Portfolio's dividends paid deduction on its federal tax return.
The Income, Conservative and Balanced Portfolios each intend to
distribute investment company taxable income, exclusive of net short-term
capital gains in excess of net long-term capital losses, on a quarterly basis,
and distributions of net capital gains realized during the fiscal year will be
made in November or December to avoid federal excise tax, although an additional
distribution may be made within three months of its fiscal year end, if
necessary. The Growth and Income Portfolio and Growth Portfolio each intend to
distribute their investment company taxable income and any net realized capital
gains in November or December to avoid federal excise tax, although an
additional distribution may be made within three months of the Portfolios'
fiscal year end, if necessary.
Both types of distributions will be made in Portfolio shares and
confirmations will be mailed to each shareholder unless a shareholder has
elected to receive cash, in which case a check will be sent. Distributions of
investment company taxable income and net realized capital gains are taxable
(See "TAXES"), whether made in shares or cash.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal tax purposes. In
January of each year each Portfolio issues to each shareholder a statement of
the federal income tax status of all distributions in the prior calendar year.
PERFORMANCE INFORMATION
From time to time, quotations of a Portfolio's performance may be
included in advertisements, sales literature or reports to shareholders or
prospective investors. These performance figures will be calculated in the
following manner:
Average Annual Total Return
Average Annual Total Return is the average annual compound rate of
return for the periods of one year, five years, ten years or for the life of the
Portfolio, all ended on the last day of a recent calendar quarter. Average
annual total return quotations reflect changes in the price of a Portfolio's
shares and assume that all dividends and capital gains distributions during the
respective periods were reinvested in Portfolio shares. Average annual total
return is calculated by finding the average annual compound rates of return of a
hypothetical investment over such periods, according to the following formula
(average annual total return is then expressed as a percentage):
T = (ERV/P)^1/n - 1
Where:
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P = a hypothetical initial payment of $1,000
T = Average Annual Total Return
n = number of years
ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 investment
made at the beginning of the applicable period.
Cumulative Total Return
Cumulative Total Return is the compound rate of return on a
hypothetical initial investment of $1,000 for a specified period. Cumulative
Total Return quotations reflect changes in the price of a Portfolio's shares and
assume that all dividends and capital gains distributions during the period were
reinvested in Portfolio shares. Cumulative Total Return is calculated by finding
the cumulative rates of return of a hypothetical investment over such periods,
according to the following formula (Cumulative Total Return is then expressed as
a percentage):
C = (ERV/P) -1
Where:
C = Cumulative Total Return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 investment
made at the beginning of the applicable period.
SEC Yields of Income Portfolio, Conservative Portfolio and Balanced Portfolio
A Portfolio's yield is the net annualized yield based on a specified
30-day (or one month) period assuming semiannual compounding of income. Yield is
calculated by dividing the net investment income per share earned during the
period by the maximum offering price per share on the last day of the period,
according to the following formula:
YIELD = 2[((a-b)/cd + 1)^6 - 1]
Where:
a = dividends and interest earned during the period, including
amortization of market premium or accretion of market
discount
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period
Calculation of a Portfolio's SEC yield does not take into account
"Section 988 Transactions." (See "TAXES.")
Total Return
Total Return is the rate of return on an investment for a specified
period of time calculated in the same manner as Cumulative Total Return.
TRUST ORGANIZATION
The Portfolios are portfolios of Farmers Investment Trust (the
"Trust"), a Massachusetts business trust established under a Declaration of
Trust dated October 26, 1998. The Trust offers five portfolios: Income
Portfolio, Conservative Portfolio, Balanced Portfolio, Growth and Income
Portfolio, and Growth Portfolio.
The Trust may issue an unlimited number of shares of beneficial
interest in the Portfolios, all having $.01 par value, which may be divided by
the Board of Trustees into classes of shares. The Board of Trustees of the Trust
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may authorize the issuance of additional classes and additional Portfolios if
deemed desirable, each with its own investment objective, policies and
restrictions. Since the Trust offers multiple Portfolios, it is known as a
"series company." Shares of a Portfolio have equal noncumulative voting rights
and equal rights with respect to dividends, assets and liquidation of such
Portfolio and are subject to any preferences, rights or privileges of any
classes of shares of the Portfolio. Currently, each Portfolio offers two classes
of shares: Class A and Class B shares. Shares of each Portfolio have equal
noncumulative voting rights except that Class B shares have separate and
exclusive voting rights with respect to each Portfolio's Rule 12b-1 Plan. Shares
of each class also have equal rights with respect to dividends, assets and
liquidation subject to any preferences (such as resulting from different Rule
12b-1 distribution fees), rights or privileges of any classes of shares of a
Portfolio. Shares of each Portfolio are fully paid and nonassessable when
issued, are transferable without restriction and have no preemptive or
conversion rights. The Trust is not required to hold annual shareholder meetings
and do not intend to do so. However, they will hold special meetings as required
or deemed desirable for such purposes as electing Trustees, changing fundamental
policies or approving an investment management agreement. Subject to the
Declaration of Trust, shareholders may remove Trustees. If shares of more than
one Portfolio are outstanding, shareholders will vote by Portfolio and not in
the aggregate or by class except when voting in the aggregate is required under
the 1940 Act, such as for the election of Trustees, or when voting by class is
appropriate.
The Portfolios generally are not required to hold meetings of their
shareholders. Under the Declaration of Trust, however, shareholder meetings will
be held in connection with the following matters: (a) the election or removal of
Trustees if a meeting is called for such purpose; (b) the adoption of any
contract for which shareholder approval is required by the Investment Company
Act of 1940 ("1940 Act"); (c) any termination of a Portfolio or a class to the
extent and as provided in the Declaration of Trust; (d) any amendment of the
Declaration of Trust (other than amendments changing the name of the Trust or
Portfolios, supplying any omission, curing any ambiguity or curing, correcting
or supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Portfolios, or any registration of the Portfolios with the
Securities and Exchange Commission or any state, or as the Trustees may consider
necessary or desirable. The shareholders also would vote upon changes in
fundamental investment objectives, policies or restrictions.
Each Trustee serves until the next meeting of shareholders, if any,
called for the purpose of electing trustees and until the election and
qualification of a successor or until such trustee sooner dies, resigns, retires
or is removed by a majority vote of the shares entitled to vote (as described
below) or a majority of the trustees. In accordance with the 1940 Act (a) each
Fund will hold a shareholder meeting for the election of trustees at such time
as less than a majority of the trustees have been elected by shareholders, and
(b) if, as a result of a vacancy in the Board of Trustees, less than two-thirds
of the trustees have been elected by the shareholders, that vacancy will be
filled only by a vote of the shareholders.
Trustees may be removed from office by a vote of the holders of a
majority of the outstanding shares at a meeting called for that purpose, which
meeting shall be held upon the written request of the holders of not less than
10% of the outstanding shares. Upon the written request of ten or more
shareholders who have been such for at least six months and who hold shares
constituting at least 1% of the outstanding shares of a Portfolio stating that
such shareholders wish to communicate with the other shareholders for the
purpose of obtaining the signatures necessary to demand a meeting to consider
removal of a trustee, each Portfolio has undertaken to disseminate appropriate
materials at the expense of the requesting shareholders.
The Trust's Declaration of Trust provides that the presence at a
shareholder meeting in person or by proxy of at least 30% of the shares entitled
to vote on a matter shall constitute a quorum. Thus, a meeting of shareholders
of a Portfolio could take place even if less than a majority of the shareholders
were represented on its scheduled date. Shareholders would in such a case be
permitted to take action which does not require a larger vote than a majority of
a quorum, such as the election of trustees and ratification of the selection of
auditors. Some matters requiring a larger vote under the Declaration of Trust,
such as termination or reorganization of a Portfolio and certain amendments of
the Declaration of Trust, would not be effected by this provision; nor would
matters which under the 1940 Act require the vote of a "majority of the
outstanding voting securities" as defined in the 1940 Act.
The Trust's Declaration of Trust specifically authorizes the Board of
Trustees to terminate any Portfolio or class by notice to the shareholders
without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for obligations of
a Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of each Portfolio and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by a Portfolio or the Trust's Trustees. Moreover, the Declaration of
Trust provides for indemnification out of Portfolio property for all losses and
expenses of any shareholder held personally liable for the obligations of a
Portfolio and each Portfolio will be covered by insurance which the Trustees
20
<PAGE>
consider adequate to cover foreseeable tort claims. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by the Adviser remote and not material, since it is limited to
circumstances in which a disclaimer is inoperative and such Portfolio itself is
unable to meet its obligations. The Trust will vote its shares in each
Underlying Fund in proportion to the vote of all other shareholders of each
respective Underlying Fund.
The Declaration of Trust provides that obligations of the Trust are not
binding upon the Trustees individually but only upon the property of the Trust,
that the Trustees and officers will not be liable for errors of judgment or
mistakes of fact or law, and that the Trust, will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with the Trust, except if
it is determined in the manner provided in the Declaration of Trust that they
have not acted in good faith in the reasonable belief that their actions were in
the best interests of the Trust. However, nothing in the Declaration of Trust
protects or indemnifies a Trustee or officer against any liability to which he
or she would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, of reckless disregard of duties involved in the conduct of his
or her office.
INVESTMENT ADVISER
(See "Investment Adviser" in the Portfolios' prospectus.)
Scudder Kemper Investments, Inc. (the "Adviser"), an investment counsel
firm, acts as investment adviser to the Fund. This organization, the predecessor
of which is Scudder, Stevens & Clark, Inc., is one of the most experienced
investment counsel firms in the U. S. It was established as a partnership in
1919 and pioneered the practice of providing investment counsel to individual
clients on a fee basis. In 1928 it introduced the first no-load mutual fund to
the public. In 1953 the Adviser introduced Scudder International Fund, Inc., the
first mutual fund available in the U.S. investing internationally in securities
of issuers in several foreign countries. The predecessor firm reorganized from a
partnership to a corporation on June 28, 1985. On June 26, 1997, Scudder,
Stevens & Clark, Inc. ("Scudder") entered into an agreement with Zurich
Insurance Company ("Zurich") pursuant to which Scudder and Zurich agreed to form
an alliance. On December 31, 1997, Zurich acquired a majority interest in
Scudder, and Zurich Kemper Investments, Inc., a Zurich subsidiary, became part
of Scudder. Scudder's name has been changed to Scudder Kemper Investments, Inc.
Founded in 1872, Zurich is a multinational, public corporation
organized under the laws of Switzerland. Its home office is located at
Mythenquai 2, 8002 Zurich, Switzerland. Historically, Zurich's earnings have
resulted from its operations as an insurer as well as from its ownership of its
subsidiaries and affiliated companies (the "Zurich Insurance Group"). Zurich and
the Zurich Insurance Group provide an extensive range of insurance products and
services and have branch offices and subsidiaries in more than 40 countries
throughout the world.
The Adviser maintains a large research department, which conducts
continuous studies of the factors that affect the position of various
industries, companies and individual securities. The Adviser receives published
reports and statistical compilations from issuers and other sources, as well as
analyses from brokers and dealers who may execute portfolio transactions for the
Adviser's clients. However, the Adviser regards this information and material as
an adjunct to its own research activities. Scudder's international investment
management team travels the world, researching hundreds of companies. In
selecting the securities in which each Portfolio may invest, the conclusions and
investment decisions of the Adviser with respect to the Portfolios are based
primarily on the analyses of its own research department.
Certain investments may be appropriate for the Underlying Funds held by
each Portfolio and also for other clients advised by the Adviser. Investment
decisions for the Underlying Funds and other clients are made with a view to
achieving their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment and the
size of their investments generally. Frequently, a particular security may be
bought or sold for only one client or in different amounts and at different
times for more than one but less than all clients. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling the security. In addition, purchases or sales of the same security
may be made for two or more clients on the same day. In such event, such
transactions will be allocated among the clients in a manner believed by the
Adviser to be equitable to each. In some cases, this procedure could have an
adverse effect on the price or amount of the securities purchased or sold by the
Underlying Fund. Purchase and sale orders for the Underlying Fund may be
combined with those of other clients of the Adviser in the interest of achieving
the most favorable net results to the Underlying Fund.
21
<PAGE>
For each of the Portfolios, the Investment Management Agreements (the
"Agreements") dated ________, 199_, were approved by the initial shareholder of
each Portfolio on _________, 199_, and by the Trustees of the Trust on
__________, 199_. Each Agreement will continue in effect from year to year
thereafter only if its continuance is approved annually by the vote of a
majority of those Trustees who are not parties to such Agreement or interested
persons of the Adviser or the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and either by a vote of the Trustees or of a
majority of the outstanding voting securities of the Trust. The Agreements may
be terminated at any time without payment of penalty by either party on sixty
days' written notice and automatically terminates in the event of its
assignment.
On September 7, 1998, the businesses of Zurich (including Zurich's 70%
interest in The Adviser) and the financial services businesses of B.A.T
Industries p.l.c. ("B.A.T") were combined to form a new global insurance and
financial services company known as Zurich Financial Services Group. By way of a
dual holding company structure, former Zurich shareholders initially owned
approximately 57% of Zurich Financial Services Group, with the balance initially
owned by former B.A.T shareholders.
The Adviser regularly provides the Trust with continuing investment
management for the Portfolios consistent with the Portfolios' investment
objectives, policies and restrictions and determines what Underlying Funds shall
be purchased, held or sold and what portion of each Portfolio's assets shall be
held uninvested, subject to the Declaration of Trust, the 1940 Act, the Code,
the Order and to the Portfolios' investment objectives, policies and
restrictions, and subject, further, to such policies and instructions as the
Board of Trustees may from time to time establish.
The Adviser provides each Portfolio with discretionary investment
services. Specifically, the Adviser is responsible for supervising and directing
the investments of each Portfolio in accordance with each Portfolio's investment
objectives, program, and restrictions as provided in the prospectus and this
Statement of Additional Information. The Adviser is also responsible for
effecting all security transactions on behalf of each Portfolio, including the
negotiation of commissions and the allocation of principal business and
portfolio brokerage. However, it should be understood that each Portfolio will
invest their assets almost exclusively in the shares of the Underlying Funds and
such investments will be made without the payment of any commission or other
sales charges. In addition to these services, the Adviser provides the Trust
with certain corporate administrative services, including: maintaining the
corporate existence, corporate records, and registering and qualifying Portfolio
shares under federal and state laws; monitoring the financial accounting, and
administrative functions of each Portfolio; maintaining liaison with the agents
employed by the Trust such as the custodian and transfer agent; assisting the
Trust in the coordination of such agents' activities; and permitting the
Adviser's employees to serve as officers, trustees, and committee members of the
Trust without cost to the Trust.
The Adviser also renders significant administrative services (not
otherwise provided by third parties) necessary for the Portfolios' operations as
an open-end investment company including, but not limited to, preparing reports
and notices to the Trustees and shareholders; supervising, negotiating
contractual arrangements with, and monitoring various third-party service
providers to the Trust (such as the Portfolios' transfer agent, pricing agents,
custodian, fund accounting agent and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Portfolios' federal, state and local tax returns; preparing and filing
the Portfolios' federal excise tax returns; assisting with investor and public
relations matters; monitoring the valuation of securities and the calculation of
net asset value; monitoring the registration of shares of each Portfolio under
applicable federal and state securities laws; maintaining the Portfolios' books
and records to the extent not otherwise maintained by a third party; assisting
in establishing accounting policies of the Portfolios; assisting in the
resolution of accounting and legal issues; establishing and monitoring the
Portfolios' operating budget; processing the payment of the Portfolios' bills;
assisting each Portfolio in, and otherwise arranging for, the payment of
distributions and dividends and otherwise assisting the Portfolios in the
conduct of their business, subject to the direction and control of the Trustees.
The Adviser pays the compensation and expenses (except those of
attending Board and committee meetings outside New York, New York or Boston,
Massachusetts) of all Trustees, officers and executive employees of the Trust
affiliated with the Adviser and makes available, without expense to the Trust,
the services of such Trustees, officers and employees of the Adviser as may duly
be elected officers of the Trust, subject to their individual consent to serve
and to any limitations imposed by law, and provides the Trust's office space and
facilities.
22
<PAGE>
In reviewing the terms of the Agreements and in discussions with the
Adviser concerning such Agreement, the Trustees of the Fund who are not
"interested persons" of the Adviser are represented by independent counsel.
Dechert Price & Rhoads acts as general counsel for the Trust.
The Agreements provide that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with matters to which the Agreements relate, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Adviser in the performance of its duties or from reckless disregard by the
Adviser of its obligations and duties under the Agreements.
The range of the average weighted pro rata share of expenses borne by
each Portfolio is expected to be as follows: Income Portfolio, _____% to _____%,
Conservative Portfolio, _____% to ______%, Balanced Portfolio, _____% to _____%,
Growth and Income Portfolio, _____% to _____% and Growth Portfolio, _____% to
_____%.
The Agreements identify the Adviser as the exclusive licensee of the
rights to use and sublicense the names "Scudder," "Scudder Kemper Investments,
Inc." and "Scudder Stevens and Clark, Inc." (together, the "Scudder Marks").
Under this license, the Trust, with respect to the Portfolios, has the
non-exclusive right to use and sublicense the Scudder name and marks as part of
its name, and to use the Scudder Marks in the Trust's investment products and
services.
The Adviser charges nonadvisory fees under the Agreements.
Personal Investments by Employees of the Adviser
Employees of the Adviser are permitted to make personal securities
transactions, subject to requirements and restrictions set forth in the
Adviser's Code of Ethics. The Code of Ethics contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of investment advisory
clients such as the Portfolios. Among other things, the Code of Ethics, which
generally complies with standards recommended by the Investment Company
Institute's Advisory Group on Personal Investing, prohibits certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and requires the submission
of duplicate broker confirmations and monthly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
Investment Management Fees
For performing its services, the Adviser will receive investment
management fee of 0.25% of each Portfolio's average daily net assets. The
Adviser will also receive management fees from managing the affiliated
Underlying Funds in which each Portfolio invests.
Each affiliated Underlying Fund pays the Adviser a management fee as
determined by the Investment Management Agreement between each Underlying Fund
and the Adviser. As manager of the assets of each affiliated Underlying Fund,
the Adviser directs the investments of an Underlying Fund in accordance with
each Underlying Fund's investment objective, policies and restrictions. The
Adviser determines the securities, instruments and other contracts relating to
investments to be purchased, sold or entered into by an Underlying Fund. If an
Underlying Fund's expenses, exclusive of taxes, interest and extraordinary
expenses, exceed specified limits, such excess up to the amount of the
management fee, will be paid by the Adviser.
The management fees of the affiliated Underlying Funds are as follows:
TO BE UPDATED
<TABLE>
<CAPTION>
Fiscal Year Management
Name of Fund End Fee (%)
- ------------ --- -------
<S> <C> <C>
Cash Account Trust Money Market Portfolio (Reserve Shares) -- --
23
<PAGE>
Fiscal Year Management
Name of Fund End Fee (%)
- ------------ --- -------
Kemper Government Securities Fund (Class A)
Kemper High-Yield Fund (Class A)
Scudder Income Fund 12/31/98 0.61
Scudder Growth and Income Fund 12/31/98 0.49
Scudder International Fund 3/31/98 0.82
Scudder Small Company Value Fund 8/31/98 0.75
Kemper-Dreman High Return Equity Fund (Class A)
</TABLE>
Officers and employees of the Adviser from time to time may have
transactions with various banks, including the Portfolios' custodian bank. It is
the Adviser's opinion that the terms and conditions of those transactions which
have occurred were not influenced by existing or potential custodial or other
Trust relationships.
The Adviser may serve as adviser to other funds with investment
objectives and policies similar to those of the Portfolios that may have
different distribution arrangements or expenses, which may affect performance.
None of the officers or Trustees may have dealings with the Trust as
principals in the purchase or sale of securities, except as individual
subscribers to or holders of shares of the Trust.
[SPECIAL SERVICING AGREEMENT]
[The Special Servicing Agreement (the "Service Agreement") is to be
entered into among the Adviser, the Underlying Funds, Kemper Service Company,
Scudder Fund Accounting Corporation, Kemper Distributors Inc., [Scudder Trust
Company] and the Trust. Under the Service Agreement, the Adviser will arrange
for all services pertaining to the operation of the Trust including the services
of Kemper Service Company and Scudder Fund Accounting Corporation to act as
Shareholder Servicing Agent and Fund Accounting Agent, respectively, for each
Portfolio. In addition, the Service Agreement will provide that, if the officers
of any Underlying Fund, at the direction of the Board of Directors/Trustees,
determine that the aggregate expenses of a Portfolio are less than the estimated
savings to the Underlying Fund from the operation of that Portfolio, the
Underlying Fund will bear those expenses in proportion to the average daily
value of its shares owned by that Portfolio. No Underlying Fund will bear such
expenses in excess of the estimated savings to it. Such savings are expected to
result primarily from the elimination of numerous separate shareholder accounts
which are or would have been invested directly in the Underlying Funds and the
resulting reduction in shareholder servicing costs. In this regard, the
shareholder servicing costs to any Underlying Fund for servicing one account
registered to the Trust would be significantly less than the cost to that same
Underlying Fund of servicing the same pool of assets contributed in the typical
fashion by a large group of individual shareholders owning small accounts in
each Underlying Fund.
Based on actual expense data from the Underlying Funds and certain very
conservative assumptions with respect to the Trust, the Adviser, the Underlying
Funds, Kemper Service Company, Kemper Distributors, Inc., Scudder Fund
Accounting Corporation, [Scudder Trust Company] and the Trust anticipate that
the aggregate financial benefits to the Underlying Funds from these arrangements
will exceed the costs of operating the Portfolios. If such turns out to be the
case, there will be no charge to the Trust for the services under the Service
Agreement. Rather, in accordance with the Service Agreement, such expenses will
be passed through to the Underlying Funds in proportion to the value of each
Underlying Fund's shares held by each Portfolio.
In the event that the aggregate financial benefits to the Underlying
Funds do not exceed the costs of a Portfolio, the Adviser will pay, on behalf of
that Portfolio, that portion of costs, as set forth herein, determined to be
greater than the benefits. The determination of whether and the extent to which
the benefits to the Underlying Funds from the organization of the Trust will
exceed the costs to such funds will be made based upon the analysis criteria set
forth in the Order. This cost-benefit analysis was initially reviewed by the
Directors/Trustees of the Underlying Funds before participating in the Service
Agreement. For future years, there will be an annual review of the Service
Agreement to determine its continued appropriateness for each Underlying Fund.
24
<PAGE>
Certain non-recurring and extraordinary expenses will not be paid in
accordance with the Service Agreement including: the fees and costs of actions,
suits or proceedings and any penalties or damages in connection therewith, to
which a Portfolio may incur directly, or may incur as a result of its legal
obligation to provide indemnification to its officers, director and agents; the
fees and costs of any governmental investigation and any fines or penalties in
connection therewith; and any federal, state or local tax, or related interest
penalties or additions to tax, incurred, for example, as a result of a
Portfolio's failure to distribute all of its earnings, failure to qualify under
subchapter M of the Internal Revenue Code, or failure to timely file any
required tax returns or other filings; the fees and expenses incurred in
connection with membership in investment company organizations; fees and
expenses of the Portfolio's accounting agent; brokers' commissions; legal,
auditing and accounting expenses; taxes and governmental fees; the fees and
expenses of the transfer agent; the expenses of the fees for registering or
qualifying securities for sale; the fees and expenses of Trustees, officers and
employees of the Portfolio who are not affiliated with the Adviser; the cost of
printing and distributing reports and notices to shareholders; and fees of
disbursements of custodians. Under unusual circumstances, the parties to the
Service Agreement may agree to exclude certain other expenses.
Certain Underlying Funds impose a fee upon the redemption or exchange
of shares held for less than one year. The fees, which range between 1% and 2%
of the net asset value of the shares being redeemed or exchanged, are assessed
and retained by the Underlying Funds for the benefit of the remaining
shareholders. The fee is intended to encourage long-term investment in the Fund.
The fee is not a deferred sales charge, is not a commission paid to the Adviser
of its subsidiary and does not benefit the Adviser in any way. Each such Fund
reserves the right to modify the terms of or terminate this fee at any time. As
a shareholder of such Underlying Funds, the Portfolios will be subject to such
fees. Under normal market conditions, the Portfolios will seek to avoid taking
action that would result in the imposition of such a fee. However, in the event
that a fee is incurred, the net assets of the Portfolio would be reduced by the
amount of such fees that are assessed and retained by the Underlying Funds for
the benefit of their shareholders.]
TRUSTEES AND OFFICERS [TO BE UPDATED]
<TABLE>
<CAPTION>
Position with
Underwriter,
Position Scudder Investor
Name, Age and Address with Trust Principal Occupation** Services, Inc.
- --------------------- ---------- ---------------------- --------------
<S> <C> <C> <C>
</TABLE>
[TO BE UPDATED]
* [Trustee considered by the Trust and its counsel to be an "interested
person" (as defined in the 1940 Act) of the Trust or of its investment
manager because of their employment by the Investment Manager and, in
some cases, holding offices with the Trust. Although the Trustees do
not currently intend to permit a Fund to borrow for investment leverage
purposes, such borrowings would increase the Fund's volatility and the
risk of loss in a declining market. Although Mr. Fiedler is currently
not an "interested person," he may be deemed to be so in the future by
the Commission because of his prior service as a director of Zurich
American Insurance Company, a subsidiary of Zurich. Mr. Fiedler
resigned from that position in July 1997 and has had no further
affiliation with Zurich or any of its subsidiaries since that date.
** Unless otherwise stated, all officers and Trustees have been associated
with their respective companies for more than five years, but not
necessarily in the same capacity.
@ Messrs. Fiedler, Freeman and Hammond are members of the Executive
Committee which may exercise substantially all of the powers of the
Board of Trustees when it is not in session.
+ Address: Two International Place, Boston, Massachusetts 02110
# Address: 345 Park Avenue, New York, New York 10154]
[To the best of the Trust's knowledge, as of January 15, 1999, no
person owned beneficially more than 5% of any Portfolio's outstanding shares.
All Trustees and officers as a group on January 15, 1999 owned
beneficially (as that term is defined under Section 13(d) of the Securities
Exchange Act) less than 1% of the shares of each Portfolio outstanding on such
date.]
25
<PAGE>
[REMUNERATION - TO BE UPDATED]
[The Trust pays no direct remuneration to any officer of the Trust.
However, several of the officers and Trustees of the Trust may be officers or
Directors of the Adviser, Kemper Service Company, [Scudder Trust Company],
Kemper Distributors, Inc., or of Scudder Fund Accounting Corporation and
participate in the fees paid by the Underlying Funds. Each Underlying Fund pays
their disinterested Trustees/Directors an annual trustees'/directors' fee plus a
proportionate share of travel and other expenses incurred in attending Board
meetings of the Underlying Fund on which he or she serves.]
PRINCIPAL UNDERWRITER
Pursuant to separate underwriting and distribution services agreements
("distribution agreements") with each Portfolio, Kemper Distributors, Inc.
("KDI"), a wholly owned subsidiary of the Adviser, is the principal underwriter
and distributor for the shares of each Portfolio and acts as agent of each
Portfolio in the continuous offering of its shares. KDI bears all its expenses
of providing services pursuant to the distribution agreement, including the
payment of any commissions. Each Portfolio pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
KDI, as principal underwriter, pays for the printing and distribution of copies
thereof used in connection with the offering of shares to prospective investors.
KDI also pays for supplementary sales literature and advertising costs.
Each distribution agreement continues in effect from year to year so
long as such continuance is approved for each class at least annually by a vote
of the Board of Trustees, including the Board members who are not interested
persons of the Portfolio and who have no direct or indirect financial interest
in the agreement. Each agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by a
Portfolio for that Portfolio or by KDI upon 60 days' notice. Termination by a
Portfolio with respect to a class may be by vote of a majority of the Board or a
majority of the Board members who are not interested persons of the Portfolio
and who have no direct or indirect financial interest in the agreement, or a
"majority of the outstanding voting securities" of the class of the Portfolio,
as defined under the 1940 Act. The agreement may not be amended for a class to
increase the fee to be paid by a Portfolio with respect to such class without
approval by a majority of the outstanding voting securities of such class of a
Portfolio and all material amendments must in any event be approved by the Board
in the manner described above with respect to the continuation of the agreement.
Rule 12b-1 Plan. Since each distribution agreement provides for fees payable as
an expense of the Class B shares that are used by KDI to pay for distribution
services for this class, that agreement is approved and reviewed separately for
the Class B shares in accordance with Rule 12b-1 under the 1940 Act, which
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing its shares.
If a Rule 12b-1 Plan (the "Plan") is terminated in accordance with its terms,
the obligation of a Portfolio to make payments to KDI pursuant to the Plan will
cease and the Portfolio will not be required to make any payments past the
termination date. Thus, there is no legal obligation for the Portfolio to pay
any expenses incurred by KDI in excess of its fees under a Plan, if for any
reason the Plan is terminated in accordance with its terms. Future fees under
the Plan may or may not be sufficient to reimburse KDI for its expenses
incurred.
For its services under the distribution agreement, KDI receives a fee from each
Portfolio, payable monthly, at the annual rate of [ ]% of average daily net
assets of each Portfolio attributable to Class B shares. This fee is accrued
daily as an expense of Class B shares. KDI also receives any contingent deferred
sales charges. See "Redemption or Repurchase of Shares -- Contingent Deferred
Sales Charge -- Class B Shares." KDI currently compensates firms for sales of
Class B shares at a commission rate of [ ]%.
ADMINISTRATIVE SERVICES
Administrative services are provided to each Portfolio under an
administrative services agreement ("administrative agreement") with KDI. KDI
bears all its expenses of providing services pursuant to the administrative
agreement between KDI and each Portfolio, including the payment of service fees.
Each Portfolio pays KDI an administrative services fee, payable monthly, at an
annual rate of up to 0.25% of average daily net assets of the Class A and Class
B shares of the Portfolio.
26
<PAGE>
KDI has entered into related arrangements with various broker-dealer
firms and other service or administrative firms ("firms"), that provide services
and facilities for their customers or clients who are investors in the
Portfolios. The firms provide such office space and equipment, telephone
facilities and personnel as is necessary or beneficial for providing information
and services to their clients. Such services and assistance may include, but are
not limited to, establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine inquiries regarding the
Portfolios, assistance to clients in changing dividend and investment options,
account designations and addresses and such other administrative services as may
be agreed upon from time to time and permitted by applicable statute, rule or
regulation. With respect to Class A shares, KDI pays each firm a service fee,
normally payable quarterly, at an annual rate of up to 0.25% of the net assets
in the Portfolios' accounts that it maintains and services attributable to Class
A shares, commencing with the month after investment. With respect to Class B
shares, KDI currently advances to firms the first-year service fee at a rate of
up to 0.25% of the purchase price of such shares. For periods after the first
year, KDI currently intends to pay firms a service fee at a rate of up to 0.25%
(calculated monthly and normally paid quarterly) of the net assets attributable
to Class B shares maintained and serviced by the firm. After the first year, a
firm becomes eligible for the quarterly service fee and the fee continues until
terminated by KDI or the Portfolio. Firms to which service fees may be paid may
include affiliates of KDI.
KDI also may provide some of the above services and may retain any
portion of the fee under the administrative agreement not paid to firms to
compensate itself for administrative functions performed for the Portfolios.
Currently, the administrative services fee payable to KDI is based only upon
Portfolio assets in accounts for which a firm provides administrative services
and it is intended that KDI will pay all the administrative services fee that it
receives from a Portfolio to firms in the form of service fees. The effective
administrative services fee rate to be charged against all assets of a Portfolio
while this procedure is in effect will depend upon the proportion of a
Portfolio's assets that is in accounts for which a firm of record provides
administrative services.
Certain Board members or officers of the Portfolios are also directors
or officers of the Adviser or KDI as indicated under "Officers and Board
Members."
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT
State Street Bank and Trust Company, as custodian, has custody of all
securities and cash of each Portfolio. Pursuant to a services agreement with
State Street Bank and Trust Company, Kemper Service Company, an [affiliate] of
the Adviser, serves as Shareholder Service Agent of each Portfolio, and as such,
performs all of the duties as transfer agent and dividend paying agent.
FUND ACCOUNTING AGENT
Scudder Fund Accounting Corporation ("SFAC"), Two International Place,
Boston, Massachusetts 02110-4103, a subsidiary of the Adviser, computes net
asset values for the Portfolios. [Each Portfolio pays SFAC an annual fee equal
to 0.065% of the first $150 million of average daily net assets, 0.04% of such
assets in excess of $150 million and 0.02% of such assets in excess of $1
billion, plus holding and transaction charges for this service.]
TAXES
(See "Distributions -- Taxes" in the Portfolios' prospectus.)
Taxation of the Portfolios and Their Shareholders
Each Portfolio intends to qualify annually and elects to be treated as
a regulated investment company under Subchapter M of the Code. As a regulated
investment company, each Portfolio is required to distribute to its shareholders
at least 90 percent of its investment company taxable income (including net
short-term capital gain) and generally is not subject to federal income tax to
the extent that it distributes annually its investment company taxable income
and net realized capital gains in the manner required under the Code.
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<PAGE>
Each Portfolio is subject to a 4% nondeductible excise tax on amounts
required to be but not distributed under a prescribed formula. The formula
requires payment to shareholders during a calendar year of distributions
representing at least 98% of each Portfolio's ordinary income for the calendar
year, at least 98% of the excess of its capital gains over capital losses
(adjusted for certain ordinary losses) realized during the one-year period
ending October 31 during such year, and all ordinary income and capital gains
for prior years that were not previously distributed.
Investment company taxable income generally is made up of dividends,
interest and net short-term capital gains in excess of net long-term capital
losses, less expenses. Net realized capital gains for a fiscal year are computed
by taking into account any capital loss carryforward of a Portfolio. Presently,
each Portfolio has no capital loss carryforwards.
If any net realized long-term capital gains in excess of net realized
short-term capital losses are retained by a Portfolio for reinvestment,
requiring federal income taxes to be paid thereon by the Portfolio, the
Portfolio intends to elect to treat such capital gains as having been
distributed to shareholders. As a result, each shareholder will report such
capital gains as long-term capital gains, will be able to claim a proportionate
share of federal income taxes paid by the Portfolio on such gains as a credit
against the shareholder's federal income tax liability, and will be entitled to
increase the adjusted tax basis of the shareholder's Portfolio shares by the
difference between the shareholder's pro rata share of such gains and the
shareholder's tax credit. If a Portfolio makes such an election, it may not be
treated as having met the excise tax distribution requirement.
Distributions of investment company taxable income are taxable to
shareholders as ordinary income.
To the extent that an Underlying Fund derives dividends from domestic
corporations, a portion of the income distributions of a Portfolio which invests
in that Fund may be eligible for the 70% deduction for dividends received by
corporations. Shareholders will be informed of the portion of dividends which so
qualify. The dividends-received deduction is reduced to the extent the shares
held by Underlying Fund with respect to which the dividends are received are
treated as debt-financed under federal income tax law and is eliminated if
either those shares or the shares of the Underlying Fund or the Portfolio are
deemed to have been held by the Underlying Fund, the Portfolio or the
shareholders, as the case may be, for less than 46 days during the 90-day period
beginning 45 days before the shares become ex-dividend.
Income received by an Underlying Fund from sources within a foreign
country may be subject to withholding and other taxes imposed by that country.
If more than 50% of the value of an Underlying Fund's total assets at the close
of its taxable year consists of stock or securities of foreign corporations, the
Underlying Fund will be eligible and may elect to "pass-through" to its
shareholders, including a Portfolio, the amount of such foreign income and
similar taxes paid by the Underlying Fund. Pursuant to this election, the
Portfolio would be required to include in gross income (in addition to taxable
dividends actually received), its pro rata share of foreign income and similar
taxes and to deduct such amount in computing its taxable income or to use it as
a foreign tax credit against its U.S. federal income taxes, subject to
limitations. A Portfolio, would not, however, be eligible to elect to
"pass-through" to its shareholders the ability to claim a deduction or credit
with respect to foreign income and similar taxes paid by the Underlying Fund.
Properly designated distributions of the excess of net long-term
capital gain over net short-term capital loss are taxable to shareholders as
long-term, regardless of the length of time the shares of a Portfolio have been
held by such shareholders. Such distributions are not eligible for the
dividends-received deduction. Any loss realized upon the redemption of shares
held at the time of redemption for six months or less will be treated as a
long-term capital loss to the extent of any amounts treated as distributions of
long-term capital gain during such six-month period.
Distributions of investment company taxable income and net realized
capital gains will be taxable as described above, whether received in shares or
in cash. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share on the reinvestment
date.
All distributions of investment company taxable income and net realized
capital gain, whether received in shares or in cash, must be reported by each
shareholder on his or her federal income tax return. Dividends declared in
October, November or December with a record date in such a month will be deemed
to have been received by shareholders on December 31, if paid during January of
the following year. Redemptions of shares, including
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<PAGE>
exchanges for shares of another Scudder Fund, may result in tax consequences
(gain or loss) to the shareholder and are also subject to these reporting
requirements.
A qualifying individual may make a deductible IRA contribution of up to
$2,000 or, if less, the amount of the individual's earned income for any taxable
year only if (i) neither the individual nor his or her spouse (unless filing
separate returns) is an active participant in an employer's retirement plan, or
(ii) the individual (and his or her spouse, if applicable) has an adjusted gross
income below a certain level ($40,050 for married individuals filing a joint
return, with a phase-out of the deduction for adjusted gross income between
$40,050 and $50,000; $25,050 for a single individual, with a phase-out for
adjusted gross income between $25,050 and $35,000). However, an individual not
permitted to make a deductible contribution to an IRA for any such taxable year
may nonetheless make nondeductible contributions up to $2,000 to an IRA (up to
$2,000 per individual for married couples if only one spouse has earned income)
for that year. There are special rules for determining how withdrawals are to be
taxed if an IRA contains both deductible and nondeductible amounts. In general,
a proportionate amount of each withdrawal will be deemed to be made from
nondeductible contributions; amounts treated as a return of nondeductible
contributions will not be taxable. Also, annual contributions may be made to a
spousal IRA even if the spouse has earnings in a given year if the spouse elects
to be treated as having no earnings (for IRA contribution purposes) for the
year.
Distributions by a Portfolio result in a reduction in the net asset
value of the Portfolio's shares. Should a distribution reduce the net asset
value below a shareholder's cost basis, such distribution would nevertheless be
taxable to the shareholder as ordinary income or capital gain as described
above, even though, from an investment standpoint, it may constitute a partial
return of capital. In particular, investors should consider the tax implications
of buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Those purchasing
just prior to a distribution will then receive a partial return of capital upon
the distribution, which will nevertheless be taxable to them.
Each Portfolio will be required to report to the Internal Revenue
Service ("IRS") all distributions of investment company taxable income and
capital gains as well as gross proceeds from the redemption or exchange of
Portfolio shares, except in the case of certain exempt shareholders. Under the
backup withholding provisions of Section 3406 of the Code, distributions of
investment company taxable income and capital gains and proceeds from the
redemption or exchange of the shares of a regulated investment company may be
subject to withholding of federal income tax at the rate of 31% in the case of
non-exempt shareholders who fail to furnish the investment company with their
taxpayer identification numbers and with required certifications regarding their
status under the federal income tax law. Withholding may also be required if a
Portfolio is notified by the IRS or a broker that the taxpayer identification
number furnished by the shareholder is incorrect or that the shareholder has
previously failed to report interest or dividend income. If the withholding
provisions are applicable, any such distributions and proceeds, whether taken in
cash or reinvested in additional shares, will be reduced by the amounts required
to be withheld.
Shareholders of a Portfolio may be subject to state and local taxes on
distributions received from the Portfolio and on redemptions of the Portfolio's
shares.
The foregoing discussion of U.S. federal income tax law relates solely
to the application of that law to U.S. persons, i.e., U.S. citizens and
residents and U.S. corporations, partnerships, trusts and estates. Each
shareholder who is not a U.S. person should consider the U.S. and foreign tax
consequences of ownership of shares of a Portfolio, including the possibility
that such a shareholder may be subject to a U.S. withholding tax at a rate of
30% (or at a lower rate under an applicable income tax treaty) on amounts
constituting ordinary income received by him or her, where such amounts are
treated as income from U.S. sources under the Code.
Taxation of the Underlying Funds
Each Underlying Fund intends to qualify annually and elects to be
treated as a regulated investment company under Subchapter M of the Code. In any
year in which an Underlying Fund qualifies as a regulated investment company and
timely distributes all of its taxable income, the Fund generally will not pay
any federal income or excise tax.
Distributions of an Underlying Fund's investment company taxable income
are taxable as ordinary income to a Portfolio which invests in the Fund.
Distributions of the excess of an Underlying Fund's net long-term capital gain
over its net short-term capital loss, which are properly designated as "capital
gain dividends," are taxable as long-term capital
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<PAGE>
gain to a Portfolio which invests in the Fund, regardless of how long the
Portfolio held the Fund's shares, and are not eligible for the corporate
dividends-received deduction. Upon the sale or other disposition by a Portfolio
of shares of an Underlying Fund, the Portfolio generally will realize a capital
gain or loss which will be long-term or short-term, generally depending upon the
Portfolio's holding period for the shares.
Shareholders should consult their tax advisers about the application of
the provisions of tax law described in this statement of addition al information
in light of their particular tax situations.
PORTFOLIO TRANSACTIONS
Portfolio Turnover
Each Portfolio's average annual portfolio turnover rate is the ratio of
the lesser of sales or purchases to the monthly average value of the portfolio
securities owned during the year, excluding all securities with maturities or
expiration dates at the time of acquisition of one year or less. Purchases and
sales are made for each Portfolio whenever necessary, in management's opinion,
to meet that Portfolio's objective.
The payment of a Portfolio's expenses is subject to the Service
Agreement and certain provisions mentioned in the Agreement with the Adviser.
The table below sets forth the average annual portfolio turnover rate
for each of the affiliated Underlying Funds most recent fiscal period:
TO BE UPDATED
<TABLE>
<CAPTION>
Affiliated Underlying Fund Portfolio Turnover Rate (%)(1)
- -------------------------- ------------------------------
<S> <C>
Cash Account Trust Money Market Portfolio (Reserve Shares) n/a(2)
Scudder Income Fund
Kemper Government Securities Fund (Class A)
Kemper High-Yield Fund (Class A)
Scudder Growth and Income Fund
Scudder International Fund
Scudder Small Company Value Fund
Kemper-Dreman High Return Equity Fund (Class A)
</TABLE>
- ------------------------------
(1) As of each Underlying Fund's most recent fiscal reporting period.
(2) Cash Account Trust Money Market Portfolio (Reserve Shares) is a money market
fund.
NET ASSET VALUE
The net asset value per share of each Portfolio is the value of one
share and is determined separately for each class by dividing the value of the
Portfolio's net assets attributable to that class by the number of shares of
that class outstanding. The per share net asset value of the Class B shares of
each Portfolio will generally be lower than that of the Class A shares of that
Portfolio because of the higher expenses borne by the Class B shares. The net
asset value of shares of the Portfolio is computed as of the close of regular
trading on the Exchange on each day the Exchange is open for trading. The
Exchange is scheduled to be closed on the following holidays: New Year's Day,
Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
The net asset value of each Underlying Fund is determined based upon
the nature of the securities as set forth in the prospectus and statement of
additional information of such Underlying Fund. Shares of each Underlying Fund
in which a Portfolio may invest are valued at the net asset value per share of
each Underlying Fund as of the close of regular trading on the Exchange on each
day the Exchange is open for trading. The net asset value per share of the
Underlying Funds will be calculated and reported to a Portfolio by each
Underlying Fund's accounting agent. Short-term securities with a remaining
maturity of sixty days or less are valued by the amortized cost method.
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<PAGE>
If, in the opinion of a Portfolio's Valuation Committee, the value of a
portfolio asset as determined in accordance with these procedures does not
represent the fair market value of the portfolio asset, the value of the
portfolio asset is taken to be an amount which, in the opinion of the Valuation
Committee, represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by a Portfolio
determined in a manner which, in the discretion of the Valuation Committee most
fairly reflects fair market value of the property on the valuation date.
ADDITIONAL INFORMATION
Experts
The Financial Statements of the Portfolios in this Statement of
Additional Information have been so included in reliance on the report of
PricewaterhouseCoopers LLP, One Post Office Square, Boston, Massachusetts 02109,
independent accountants, and given on the authority of that firm as experts in
accounting and auditing. Effective July 1, 1998, Coopers & Lybrand L.L.P. and
Price Waterhouse LLP merged to become PricewaterhouseCoopers LLP.
PricewaterhouseCoopers, LLP is responsible for performing annual audits of the
financial statements and financial highlights of each Portfolio in accordance
with generally accepted auditing standards, and the preparation of federal tax
returns.
Shareholder Indemnification
The Trust is an organization of the type commonly known as a
Massachusetts business trust. Under Massachusetts law, shareholders of such a
trust may, under certain circumstances, be held personally liable as partners
for the obligations of the Trust. The Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Portfolios' property
or the acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Portfolios' property of any shareholder
held personally liable for the claims and liabilities which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which a Portfolio itself would be unable to meet its
obligations.
Other Information
Many of the investment changes in a Portfolio will be made at prices
different from those prevailing at the time they may be reflected in a regular
report to shareholders of the Portfolio. These transactions will reflect
investment decisions made by the Adviser in light of the objective and policies
of the Portfolio, and other factors such as its other portfolio holdings and tax
considerations, and should not be construed as recommendations for similar
action by other investors.
The name Farmers Investment Trust is the designation of the Trustees
for the time being under a Declaration of Trust dated October 26, 1998, as
amended from time to time, and all persons dealing with a Portfolio must look
solely to the property of the Portfolio for the enforcement of any claims
against the Portfolio as neither the Trustees, officers, agents or shareholders
assume any personal liability for obligations entered into on behalf of the
Portfolio. No series of the Trust shall be liable for the obligations of any
other series. Upon the initial purchase of shares, the shareholder agrees to be
bound by the Trust's Declaration of Trust, as amended from time to time. The
Declaration of Trust is on file at the Massachusetts Secretary of State's Office
in Boston, Massachusetts.
The CUSIP number of Income Portfolio is XXXXXX-XX-X.
The CUSIP number of Conservative Portfolio is XXXXXX-XX-X.
The CUSIP number of Balanced Portfolio is XXXXXX-XX-X.
The CUSIP number of Growth and Income Portfolio is XXXXXX-XX-X.
The CUSIP number of Growth Portfolio is XXXXXX-XX-X.
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<PAGE>
Each Portfolio has a fiscal year end of ____________.
The firm of Dechert Price & Rhoads is counsel to the Trust.
Costs of $_________ [Farmers Fund] in conjunction with its organization
are amortized over the five year period beginning [January 15, 1999].
[The Portfolios, or the Adviser (including any affiliate of the
Adviser), or both, may pay unaffiliated third parties for providing
recordkeeping and other administrative services with respect to accounts of
participants in retirement plans or other beneficial owners of Fund shares whose
interests are held in an omnibus account.]
[Scudder Trust Company ("STC"), an affiliate of the Adviser, provides
subaccounting and recordkeeping services for shareholder accounts in certain
retirment and employee benefit plans. Annual service fees are paid by the
Portfolios to Scudder Trust Company, Two International Place, Boston,
Massachusetts 02110-4103, for such accounts. Each Portfolio pays STC an annual
fee of [$17.55] per shareholder account.]
The Portfolios' prospectus and this combined Statement of Additional
Information omit certain information contained in the Registration Statement
which the Trust has filed with the SEC under the Securities Act of 1933 and
reference is hereby made to the Registration Statement for further information
with respect to the Portfolios and the securities offered hereby. This
Registration Statement and its amendments are available for inspection by the
public at the SEC in Washington, D.C.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities as of January __, 1999 and the
Report of Independent Accountants for each Portfolio is included herein.
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<PAGE>
GLOSSARY
Prospective investors should consider certain Underlying Funds may
engage in the following investment practices.
Strategic Transactions and Derivatives. Certain Underlying Funds may, but are
not required to, utilize various other investment strategies as described below
to hedge various market risks (such as interest rates, currency exchange rates,
and broad or specific equity or fixed-income market movements), to manage the
effective maturity or duration of fixed-income securities in an Underlying
Fund's portfolio, or to enhance potential gain. These strategies may be executed
through the use of derivative contracts. Such strategies are generally accepted
as part of modern portfolio management and are regularly utilized by many mutual
funds and other institutional investors. Techniques and instruments may change
over time as new instruments and strategies are developed or regulatory changes
occur.
In the course of pursuing these investment strategies, the Underlying
Fund may purchase and sell exchange-listed and over-the-counter put and call
options on securities, equity and fixed-income indices and other financial
instruments, purchase and sell financial futures contracts and options thereon,
enter into various interest rate transactions such as swaps, caps, floors or
collars, and enter into various currency transactions such as currency forward
contracts, currency futures contracts, currency swaps or options on currencies
or currency futures. (Collectively, all the above are called "Strategic
Transactions.") Strategic Transactions may be used to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Underlying Fund's portfolio resulting from securities markets or
currency exchange rate fluctuations, to protect the Underlying Fund's unrealized
gains in the value of its portfolio securities, to facilitate the sale of such
securities for investment purposes, to manage the effective maturity or duration
of fixed-income securities in the Underlying Fund's portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchasing or
selling particular securities. Some Strategic Transactions may also be used to
enhance potential gain although no more than 5% of the Underlying Fund's assets
will be committed to Strategic Transactions entered into for non-hedging
purposes. Any or all of these investment techniques may be used at any time and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Underlying Fund to
utilize these Strategic Transactions successfully will depend on the Adviser's
ability to predict pertinent market movements, which cannot be assured. The
Underlying Fund will comply with applicable regulatory requirements when
implementing these strategies, techniques and instruments. Strategic
Transactions involving financial futures and options thereon will be purchased,
sold or entered into only for bona fide hedging, risk management or portfolio
management purposes and not to create leveraged exposure in the Fund.
Strategic Transactions have risks associated with them including
possible default by the other party to the transaction, illiquidity and, to the
extent the Adviser's view as to certain market movements is incorrect, the risk
that the use of such Strategic Transactions could result in losses greater than
if they had not been used. Use of put and call options may result in losses to
the Underlying Fund, force the sale or purchase of portfolio securities at
inopportune times or for prices higher than (in the case of put options) or
lower than (in the case of call options) current market values, limit the amount
of appreciation the Underlying Fund can realize on its investments or cause the
Underlying Fund to hold a security it might otherwise sell. The use of currency
transactions can result in the Underlying Fund incurring losses as a result of a
number of factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Underlying Fund creates the possibility that losses on the hedging instrument
may be greater than gains in the value of the Underlying Fund's position. In
addition, futures and options markets may not be liquid in all circumstances and
certain over-the-counter options may have no markets. As a result, in certain
markets, the Underlying Fund might not be able to close out a transaction
without incurring substantial losses, if at all. Although the use of futures and
options transactions for hedging should tend to minimize the risk of loss due to
a decline in the value of the hedged position, at the same time they tend to
limit any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.
<PAGE>
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Underlying Fund assets in special accounts, as
described below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, an Underlying Fund's purchase of a put option on a security might
be designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
by giving an Underlying Fund the right to sell such instrument at the option
exercise price. A call option, upon payment of a premium, gives the purchaser of
the option the right to buy, and the seller the obligation to sell, the
underlying instrument at the exercise price. An Underlying Fund's purchase of a
call option on a security, financial future, index, currency or other instrument
might be intended to protect an Underlying Fund against an increase in the price
of the underlying instrument that it intends to purchase in the future by fixing
the price at which it may purchase such instrument. An American style put or
call option may be exercised at any time during the option period while a
European style put or call option may be exercised only upon expiration or
during a fixed period prior thereto. An Underlying Fund is authorized to
purchase and sell exchange listed options and over-the-counter options ("OTC
options"). Exchange listed options are issued by a regulated intermediary such
as the Options Clearing Corporation ("OCC"), which guarantees the performance of
the obligations of the parties to such options. The discussion below uses the
OCC as an example, but is also applicable to other financial intermediaries.
With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.
An Underlying Fund's ability to close out its position as a purchaser
or seller of an OCC or exchange listed put or call option is dependent, in part,
upon the liquidity of the option market. Among the possible reasons for the
absence of a liquid option market on an exchange are: (i) insufficient trading
interest in certain options; (ii) restrictions on transactions imposed by an
exchange; (iii) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities
including reaching daily price limits; (iv) interruption of the normal
operations of the OCC or an exchange; (v) inadequacy of the facilities of an
exchange or OCC to handle current trading volume; or (vi) a decision by one or
more exchanges to discontinue the trading of options (or a particular class or
series of options), in which event the relevant market for that option on that
exchange would cease to exist, although outstanding options on that exchange
would generally continue to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. An
Underlying Fund will only sell OTC options (other than OTC currency options)
that are subject to a buy-back provision permitting the Underlying Fund to
require the Counterparty to sell the option back to the Underlying Fund at a
formula price within seven days. An Underlying Fund expects generally to enter
into OTC options that have cash settlement provisions, although not required to
do so.
<PAGE>
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with an Underlying Fund or fails to make a
cash settlement payment due in accordance with the terms of that option, an
Underlying Fund will lose any premium it paid for the option as well as any
anticipated benefit of the transaction. Accordingly, the Adviser must assess the
creditworthiness of each such Counterparty or any guarantor or credit
enhancement of the Counterparty's credit to determine the likelihood that the
terms of the OTC option will be satisfied. An Underlying Fund will engage in OTC
option transactions only with U.S. government securities dealers recognized by
the Federal Reserve Bank of New York as "primary dealers" or broker/dealers,
domestic or foreign banks or other financial institutions which have received
(or the guarantors of the obligation of which have received) a short-term credit
rating of A-1 from S&P or P-1 from Moody's or an equivalent rating from any
nationally recognized statistical rating organization ("NRSRO") or, in the case
of OTC currency transactions, are determined to be of equivalent credit quality
by the Adviser. The staff of the SEC currently takes the position that OTC
options purchased by an Underlying Fund, and portfolio securities "covering" the
amount of an Underlying Fund's obligation pursuant to an OTC option sold by it
(the cost of the sell-back plus the in-the-money amount, if any) are illiquid,
and are subject to an Underlying Fund's limitation on investing no more than 10%
of its assets in illiquid securities.
If an Underlying Fund sells a call option, the premium that it receives
may serve as a partial hedge, to the extent of the option premium, against a
decrease in the value of the underlying securities or instruments in its
portfolio or will increase an Underlying Fund's income. The sale of put options
can also provide income.
An Underlying Fund may purchase and sell call options on securities
including U.S. Treasury and agency securities, mortgage-backed securities,
corporate debt securities, equity securities (including convertible securities)
and Eurodollar instruments that are traded on U.S. and foreign securities
exchanges and in the over-the-counter markets, and on securities indices,
currencies and futures contracts. All calls sold by an Underlying Fund must be
"covered" (i.e., an Underlying Fund must own the securities or futures contract
subject to the call) or must meet the asset segregation requirements described
below as long as the call is outstanding. Even though an Underlying Fund will
receive the option premium to help protect it against loss, a call sold by an
Underlying Fund exposes an Underlying Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require an Underlying Fund to hold a
security or instrument which it might otherwise have sold.
An Underlying Fund may purchase and sell put options on securities
including U.S. Treasury and agency securities, mortgage-backed securities,
foreign sovereign debt, corporate debt securities, equity securities (including
convertible securities) and Eurodollar instruments (whether or not it holds the
above securities in its portfolio), and on securities indices, currencies and
futures contracts other than futures on individual corporate debt and individual
equity securities. An Underlying Fund will not sell put options if, as a result,
more than 50% of an Underlying Fund's assets would be required to be segregated
to cover its potential obligations under such put options other than those with
respect to futures and options thereon. In selling put options, there is a risk
that an Underlying Fund may be required to buy the underlying security at a
disadvantageous price above the market price.
General Characteristics of Futures. Certain Underlying Funds may enter into
financial futures contracts or purchase or sell put and call options on such
futures as a hedge against anticipated interest rate, currency or equity market
changes, for duration management and for risk management purposes. Futures are
generally bought and sold on the commodities exchanges where they are listed
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by an Underlying Fund, as seller, to
deliver to the buyer the specific type of financial instrument called for in the
contract at a specific future time for a specified price (or, with respect to
index futures and Eurodollar instruments, the net cash amount). Options on
futures contracts are similar to options on securities except that an option on
a futures contract gives the purchaser the right in return for the premium paid
to assume a position in a futures contract and obligates the seller to deliver
such position.
An Underlying Fund's use of financial futures and options thereon will
in all cases be consistent with applicable regulatory requirements and in
particular the rules and regulations of the Commodity Futures Trading Commission
and will be entered into only for bona fide hedging, risk management (including
duration management) or other portfolio management purposes. Typically,
maintaining a futures contract or selling an option thereon requires an
Underlying Fund to deposit with a financial intermediary as security for its
obligations an amount of cash or other specified assets (initial margin) which
initially is typically 1% to 10% of the face amount of the contract (but may be
higher in some circumstances). Additional cash or assets (variation margin) may
be required to be deposited thereafter on a daily basis
<PAGE>
as the mark to market value of the contract fluctuates. The purchase of an
option on financial futures involves payment of a premium for the option without
any further obligation on the part of an Underlying Fund. If an Underlying Fund
exercises an option on a futures contract it will be obligated to post initial
margin (and potential subsequent variation margin) for the resulting futures
position just as it would for any position. Futures contracts and options
thereon are generally settled by entering into an offsetting transaction but
there can be no assurance that the position can be offset prior to settlement at
an advantageous price, nor that delivery will occur.
An Underlying Fund will not enter into a futures contract or related
option (except for closing transactions) if, immediately thereafter, the sum of
the amount of its initial margin and premiums on open futures contracts and
options thereon would exceed 5% of an Underlying Fund's total assets (taken at
current value); however, in the case of an option that is in-the-money at the
time of the purchase, the in-the-money amount may be excluded in calculating the
5% limitation. The segregation requirements with respect to futures contracts
and options thereon are described below.
Options on Securities Indices and Other Financial Indices. Certain Underlying
Funds also may purchase and sell call and put options on securities indices and
other financial indices and in so doing can achieve many of the same objectives
it would achieve through the sale or purchase of options on individual
securities or other instruments. Options on securities indices and other
financial indices are similar to options on a security or other instrument
except that, rather than settling by physical delivery of the underlying
instrument, they settle by cash settlement, i.e., an option on an index gives
the holder the right to receive, upon exercise of the option, an amount of cash
if the closing level of the index upon which the option is based exceeds, in the
case of a call, or is less than, in the case of a put, the exercise price of the
option (except if, in the case of an OTC option, physical delivery is
specified). This amount of cash is equal to the excess of the closing price of
the index over the exercise price of the option, which also may be multiplied by
a formula value. The seller of the option is obligated, in return for the
premium received, to make delivery of this amount. The gain or loss on an option
on an index depends on price movements in the instruments making up the market,
market segment, industry or other composite on which the underlying index is
based, rather than price movements in individual securities, as is the case with
respect to options on securities.
Currency Transactions. Certain Underlying Funds may engage in currency
transactions with Counterparties in order to hedge the value of portfolio
holdings denominated in particular currencies against fluctuations in relative
value. Currency transactions include forward currency contracts, exchange listed
currency futures, exchange listed and OTC options on currencies, and currency
swaps. A forward currency contract involves a privately negotiated obligation to
purchase or sell (with delivery generally required) a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. A
currency swap is an agreement to exchange cash flows based on the notional
difference among two or more currencies and operates similarly to an interest
rate swap, which is described below. An Underlying Fund may enter into currency
transactions with Counterparties which have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or are
determined to be of equivalent credit quality by the Adviser.
An Underlying Fund's dealings in forward currency contracts and other
currency transactions such as futures, options, options on futures and swaps
will be limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of an Underlying Fund, which will
generally arise in connection with the purchase or sale of its portfolio
securities or the receipt of income therefrom. Position hedging is entering into
a currency transaction with respect to portfolio security positions denominated
or generally quoted in that currency.
An Underlying Fund will not enter into a transaction to hedge currency
exposure to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.
An Underlying Fund may also cross-hedge currencies by entering into
transactions to purchase or sell one or more currencies that are expected to
decline in value relative to other currencies to which an Underlying Fund has or
in which an Underlying Fund expects to have portfolio exposure.
<PAGE>
To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, an Underlying Fund may also
engage in proxy hedging. Proxy hedging is often used when the currency to which
an Underlying Fund's portfolio is exposed is difficult to hedge or to hedge
against the dollar. Proxy hedging entails entering into a forward contract to
sell a currency whose changes in value are generally considered to be linked to
a currency or currencies in which some or all of an Underlying Fund's portfolio
securities are or are expected to be denominated, and to buy U.S. dollars. The
amount of the contract would not exceed the value of an Underlying Fund's
securities denominated in linked currencies. For example, if the Adviser
considers that the Austrian schilling is linked to the German deutschemark (the
"D-mark"), an Underlying Fund holds securities denominated in schillings and the
Adviser believes that the value of schillings will decline against the U.S.
dollar, the Adviser may enter into a contract to sell D-marks and buy dollars.
Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to an Underlying Fund if the currency being hedged fluctuates in value to
a degree or in a direction that is not anticipated. Further, there is the risk
that the perceived linkage between various currencies may not be present or may
not be present during the particular time that an Underlying Fund is engaging in
proxy hedging. If an Underlying Fund enters into a currency hedging transaction,
an Underlying Fund will comply with the asset segregation requirements described
below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to an Underlying Fund if it is unable to deliver or receive currency
or funds in settlement of obligations and could also cause hedges it has entered
into to be rendered useless, resulting in full currency exposure as well as
incurring transaction costs. Buyers and sellers of currency futures are subject
to the same risks that apply to the use of futures generally. Further,
settlement of a currency futures contract for the purchase of most currencies
must occur at a bank based in the issuing nation. Trading options on currency
futures is relatively new, and the ability to establish and close out positions
on such options is subject to the maintenance of a liquid market which may not
always be available. Currency exchange rates may fluctuate based on factors
extrinsic to that country's economy.
Combined Transactions. Certain Underlying Funds may enter into multiple
transactions, including multiple options transactions, multiple futures
transactions, multiple currency transactions (including forward currency
contracts) and multiple interest rate transactions and any combination of
futures, options, currency and interest rate transactions ("component"
transactions), instead of a single Strategic Transaction, as part of a single or
combined strategy when, in the opinion of the Adviser, it is in the best
interests of an Underlying Fund to do so. A combined transaction will usually
contain elements of risk that are present in each of its component transactions.
Although combined transactions are normally entered into based on the Adviser's
judgment that the combined strategies will reduce risk or otherwise more
effectively achieve the desired portfolio management goal, it is possible that
the combination will instead increase such risks or hinder achievement of the
portfolio management objective.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which
certain Underlying Funds may enter are interest rate, currency and index swaps
and the purchase or sale of related caps, floors and collars. An Underlying Fund
expects to enter into these transactions primarily to preserve a return or
spread on a particular investment or portion of its portfolio, to protect
against currency fluctuations, as a duration management technique or to protect
against any increase in the price of securities an Underlying Fund anticipates
purchasing at a later date. An Underlying Fund intends to use these transactions
as hedges and not as speculative investments and will not sell interest rate
caps or floors where it does not own securities or other instruments providing
the income stream an Underlying Fund may be obligated to pay. Interest rate
swaps involve the exchange by an Underlying Fund with another party of their
respective commitments to pay or receive interest, e.g., an exchange of floating
rate payments for fixed rate payments with respect to a notional amount of
principal. A currency swap is an agreement to exchange cash flows on a notional
amount of two or more currencies based on the relative value differential among
them and an index swap is an agreement to swap cash flows on a notional amount
based on changes in the values of the reference indices. The purchase of a cap
entitles the purchaser to receive payments on a notional principal amount from
the party selling such cap to the extent that a specified index exceeds a
predetermined interest rate or amount. The purchase of a floor entitles the
purchaser to receive payments on a notional principal amount from the party
selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
<PAGE>
An Underlying Fund will usually enter into swaps on a net basis, i.e.,
the two payment streams are netted out in a cash settlement on the payment date
or dates specified in the instrument, with an Underlying Fund receiving or
paying, as the case may be, only the net amount of the two payments. Inasmuch as
these swaps, caps, floors and collars are entered into for good faith hedging
purposes, the Adviser and an Underlying Fund believe such obligations do not
constitute senior securities under the 1940 Act and, accordingly, will not treat
them as being subject to its borrowing restrictions. An Underlying Fund will not
enter into any swap, cap, floor or collar transaction unless, at the time of
entering into such transaction, the unsecured long-term debt of the
Counterparty, combined with any credit enhancements, is rated at least A by S&P
or Moody's or has an equivalent rating from a NRSRO or is determined to be of
equivalent credit quality by the Adviser. If there is a default by the
Counterparty, an Underlying Fund may have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown substantially
in recent years with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid. Caps, floors and collars
are more recent innovations for which standardized documentation has not yet
been fully developed and, accordingly, they are less liquid than swaps.
Eurodollar Instruments. Certain Underlying Funds may make investments in
Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated
futures contracts or options thereon which are linked to the London Interbank
Offered Rate ("LIBOR"), although foreign currency-denominated instruments are
available from time to time. Eurodollar futures contracts enable purchasers to
obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate
for borrowings. An Underlying Fund might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.
Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in an Underlying Fund's ability to act upon
economic events occurring in foreign markets during non-business hours in the
U.S., (iv) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the U.S., and (v) lower trading
volume and liquidity.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that an Underlying Fund segregate liquid
assets with its custodian to the extent an Underlying Fund's obligations are not
otherwise "covered" through ownership of the underlying security, financial
instrument or currency. In general, either the full amount of any obligation by
an Underlying Fund to pay or deliver securities or assets must be covered at all
times by the securities, instruments or currency required to be delivered, or,
subject to any regulatory restrictions, an amount of cash or liquid securities
at least equal to the current amount of the obligation must be segregated with
the custodian. The segregated assets cannot be sold or transferred unless
equivalent assets are substituted in their place or it is no longer necessary to
segregate them. For example, a call option written by an Underlying Fund will
require an Underlying Fund to hold the securities subject to the call (or
securities convertible into the needed securities without additional
consideration) or to segregate liquid securities sufficient to purchase and
deliver the securities if the call is exercised. A call option sold by an
Underlying Fund on an index will require an Underlying Fund to own portfolio
securities which correlate with the index or to segregate liquid assets equal to
the excess of the index value over the exercise price on a current basis. A put
option written by an Underlying Fund requires an Underlying Fund to segregate
liquid assets equal to the exercise price.
Except when an Underlying Fund enters into a forward contract for the
purchase or sale of a security denominated in a particular currency, which
requires no segregation, a currency contract which obligates an Underlying Fund
to buy or sell currency will generally require an Underlying Fund to hold an
amount of that currency or liquid securities denominated in that currency equal
to an Underlying Fund's obligations or to segregate liquid assets equal to the
amount of an Underlying Fund's obligation.
OTC options entered into by an Underlying Fund, including those on
securities, currency, financial instruments or indices and OCC issued and
exchange listed index options, will generally provide for cash settlement. As a
result, when an Underlying Fund sells these instruments it will only segregate
an amount of assets equal to its accrued net obligations, as there is no
requirement for payment or delivery of amounts in excess of the net amount.
These amounts
<PAGE>
will equal 100% of the exercise price in the case of a non cash-settled put, the
same as an OCC guaranteed listed option sold by an Underlying Fund, or the
in-the-money amount plus any sell-back formula amount in the case of a
cash-settled put or call. In addition, when an Underlying Fund sells a call
option on an index at a time when the in-the-money amount exceeds the exercise
price, an Underlying Fund will segregate, until the option expires or is closed
out, cash or cash equivalents equal in value to such excess. OCC issued and
exchange listed options sold by an Underlying Fund other than those above
generally settle with physical delivery, or with an election of either physical
delivery or cash settlement and an Underlying Fund will segregate an amount of
assets equal to the full value of the option. OTC options settling with physical
delivery, or with an election of either physical delivery or cash settlement
will be treated the same as other options settling with physical delivery.
In the case of a futures contract or an option thereon, an Underlying
Fund must deposit initial margin and possible daily variation margin in addition
to segregating assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.
With respect to swaps, an Underlying Fund will accrue the net amount of
the excess, if any, of its obligations over its entitlements with respect to
each swap on a daily basis and will segregate an amount of cash or liquid
securities having a value equal to the accrued excess. Caps, floors and collars
require segregation of assets with a value equal to an Underlying Fund's net
obligation, if any.
Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. An Underlying Fund may also enter into
offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related options and
Strategic Transactions. For example, an Underlying Fund could purchase a put
option if the strike price of that option is the same or higher than the strike
price of a put option sold by an Underlying Fund. Moreover, instead of
segregating assets if an Underlying Fund held a futures or forward contract, it
could purchase a put option on the same futures or forward contract with a
strike price as high or higher than the price of the contract held. Other
Strategic Transactions may also be offset in combinations. If the offsetting
transaction terminates at the time of or after the primary transaction no
segregation is required, but if it terminates prior to such time, assets equal
to any remaining obligation would need to be segregated.
Foreign Securities. Certain Underlying Funds may invest in foreign securities.
The Adviser believes that diversification of assets on an international basis
decreases the degree to which events in any one country, including the U.S.,
will affect an investor's entire investment holdings. In certain periods since
World War II, many leading foreign economies and foreign stock market indices
have grown more rapidly than the U.S. economy and leading U.S. stock market
indices, although there can be no assurance that this will be true in the
future. Investors should recognize that investing in foreign securities involves
certain special considerations, including those set forth below, which are not
typically associated with investing in U.S. securities and which may favorably
or unfavorably affect an Underlying Fund's performance. As foreign companies are
not generally subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to domestic
companies, there may be less publicly available information about a foreign
company than about a domestic company. Many foreign securities markets, while
growing in volume of trading activity, have substantially less volume than the
U.S. market, and securities of some foreign issuers are less liquid and more
volatile than securities of domestic issuers. Similarly, volume and liquidity in
most foreign bond markets is less than in the U.S. and, at times, volatility of
price can be greater than in the U.S. Fixed commissions on some foreign
securities exchanges and bid to asked spreads in foreign bond markets are
generally higher than commissions or bid to asked spreads on U.S. markets,
although an Underlying Fund will endeavor to achieve the most favorable net
results on its portfolio transactions. There is generally less government
supervision and regulation of securities exchanges, brokers and listed companies
than in the U.S. It may be more difficult for an Underlying Fund's agents to
keep currently informed about corporate actions which may affect the prices of
portfolio securities. Communications between the U.S. and foreign countries may
be less reliable than within the U.S., thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Payment for securities without delivery may be required in certain
foreign markets. In addition, with respect to certain foreign countries, there
is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments which could affect U.S.
investments in those countries. Moreover, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. The management of an
<PAGE>
Underlying Fund seeks to mitigate the risks associated with the foregoing
considerations through continuous professional management.
Foreign Currencies. Because investments in foreign securities usually will
involve currencies of foreign countries, and because certain Underlying Funds
may hold foreign currencies and forward contracts, futures contracts and options
on foreign currencies and foreign currency futures contracts, the value of the
assets of such Underlying Fund as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Underlying Fund may incur costs in
connection with conversions between various currencies. Although an Underlying
Fund values its assets daily in terms of U.S. dollars, it does not intend to
convert its holdings of foreign currencies into U.S. dollars on a daily basis.
It will do so from time to time, and investors should be aware of the costs of
currency conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to an Underlying Fund at one
rate, while offering a lesser rate of exchange should the Underlying Fund desire
to resell that currency to the dealer. An Underlying Fund will conduct its
foreign currency exchange transactions either on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or through
entering into options or forward or futures contracts to purchase or sell
foreign currencies.
Borrowing. As a matter of fundamental policy, the Portfolios will not borrow
money, except as permitted under the 1940 Act, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time. While
the Trustees do not currently intend to borrow for investment leverage purposes,
if such a strategy were implemented in the future it would increase a
Portfolio's volatility and the risk of loss in a declining market. Borrowing by
the Portfolios will involve special risk considerations. Although the principal
of a Portfolio's borrowing will be fixed, a Portfolio's assets may change in
value during the time a borrowing is outstanding, thus increasing exposure to
capital risk.
Repurchase Agreements. Certain Underlying Funds may enter into repurchase
agreements with member banks of the Federal Reserve System, any foreign bank, if
the repurchase agreement is fully secured by government securities of the
particular foreign jurisdiction, or with any domestic or foreign broker/dealer
which is recognized as a reporting government securities dealer if the
creditworthiness of the bank or broker/dealer has been determined by the Adviser
to be at least as high as that of other obligations the relevant Underlying Fund
may purchase, or to be at least equal to that of issuers of commercial paper
rated within the two highest grades assigned by Moody's or S&P.
A repurchase agreement provides a means for an Underlying Fund to earn
income on assets for periods as short as overnight. It is an arrangement under
which the purchaser (i.e., the Underlying Fund) acquires a security
("Obligation") and the seller agrees, at the time of sale, to repurchase the
Obligation at a specified time and price. Securities subject to a repurchase
agreement are held in a segregated account and the value of such securities kept
at least equal to the repurchase price on a daily basis. The repurchase price
may be higher than the purchase price, the difference being income to the
Underlying Fund, or the purchase and repurchase prices may be the same, with
interest at a stated rate due to the Underlying Fund together with the
repurchase price upon repurchase. In either case, the income to the Underlying
Fund is unrelated to the interest rate on the Obligation itself. Obligations
will be held by the Custodian or in the Federal Reserve Book Entry system.
For purposes of the 1940 Act, a repurchase agreement is deemed to be a
loan from an Underlying Fund to the seller of the Obligation subject to the
repurchase agreement and is therefore subject to that Underlying Fund's
investment restriction applicable to loans. It is not clear whether a court
would consider the Obligation purchased by an Underlying Fund subject to a
repurchase agreement as being owned by the Underlying Fund or as being
collateral for a loan by the Underlying Fund to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, an Underlying Fund may encounter delay and incur costs before being
able to sell the security. Delays may involve loss of interest or decline in
price of the Obligation. If the court characterizes the transaction as a loan
and the Underlying Fund has not perfected a security interest in the Obligation,
the Underlying Fund may be required to return the Obligation to the seller's
estate and be treated as an unsecured creditor of the seller. As an unsecured
creditor, the Underlying Fund would be at risk of losing some or all of the
principal and income involved in the transaction. As with any unsecured debt
instrument purchased for the Underlying Fund, the Adviser seeks to minimize the
risk of loss through repurchase agreements by analyzing the creditworthiness of
the obligor, in this case the seller of the Obligation. Apart from the risk
<PAGE>
of bankruptcy or insolvency proceedings, there is also the risk that the seller
may fail to repurchase the Obligation, in which case an Underlying Fund may
incur a loss if the proceeds to the Underlying Fund of the sale to a third party
are less than the repurchase price. However, if the market value of the
Obligation subject to the repurchase agreement becomes less than the repurchase
price (including interest), the Underlying Fund will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that an Underlying Fund will be unsuccessful in
seeking to impose on the seller a contractual obligation to deliver additional
securities.
Convertible Securities. Certain Underlying Funds may invest in convertible
securities, that is, bonds, notes, debentures, preferred stocks and other
securities which are convertible into common stock. Investments in convertible
securities can provide an opportunity for capital appreciation and/or income
through interest and dividend payments by virtue of their conversion or exchange
features.
The convertible securities in which an Underlying Fund may invest are
either fixed income or zero coupon debt securities which may be converted or
exchanged at a stated or determinable exchange ratio into underlying shares of
common stock. The exchange ratio for any particular convertible security may be
adjusted from time to time due to stock splits, dividends, spin-offs, other
corporate distributions or scheduled changes in the exchange ratio. Convertible
debt securities and convertible preferred stocks, until converted, have general
characteristics similar to both debt and equity securities. Although to a lesser
extent than with debt securities generally, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest rates decline. In addition, because of the conversion or
exchange feature, the market value of convertible securities typically changes
as the market value of the underlying common stocks changes, and, therefore,
also tends to follow movements in the general market for equity securities. A
unique feature of convertible securities is that as the market price of the
underlying common stock declines, convertible securities tend to trade
increasingly on a yield basis, and so may not experience market value declines
to the same extent as the underlying common stock. When the market price of the
underlying common stock increases, the prices of the convertible securities tend
to rise as a reflection of the value of the underlying common stock, although
typically not as much as the underlying common stock. While no securities
investments are without risk, investments in convertible securities generally
entail less risk than investments in common stock of the same issuer.
As debt securities, convertible securities are investments which
provide for a stream of income (or in the case of zero coupon securities,
accretion of income) with generally higher yields than common stocks. Of course,
like all debt securities, there can be no assurance of income or principal
payments because the issuers of the convertible securities may default on their
obligations. Convertible securities generally offer lower yields than
non-convertible securities of similar quality because of their conversion or
exchange features.
High Yield, High Risk Securities. Below investment grade securities (rated Ba
and lower by Moody's and BB and lower by S&P) or unrated securities of
equivalent quality, in which certain Underlying Funds may invest, carry a high
degree of risk (including the possibility of default or bankruptcy of the
issuers of such securities), generally involve greater volatility of price and
risk of principal and income, and may be less liquid, than securities in the
higher rating categories and are considered speculative. The lower the ratings
of such debt securities, the greater their risks render them like equity
securities. See the Appendix to this combined Statement of Additional
Information for a more complete description of the ratings assigned by ratings
organizations and their respective characteristics.
Economic downturns have in the past, and could in the future, disrupted
the high yield market and impaired the ability of issuers to repay principal and
interest. Also, an increase in interest rates would likely have a greater
adverse impact on the value of such obligations than on comparable higher
quality debt securities. During an economic downturn or period of rising
interest rates, highly leveraged issues may experience financial stress which
would adversely affect their ability to service their principal and interest
payment obligations. Prices and yields of high yield securities will fluctuate
over time and, during periods of economic uncertainty, volatility of high yield
securities may adversely affect an Underlying Fund's net asset value. In
addition, investments in high yield zero coupon or pay-in-kind bonds, rather
than income-bearing high yield securities, may be more speculative and may be
subject to greater fluctuations in value due to changes in interest rates.
The trading market for high yield securities may be thin to the extent
that there is no established retail secondary market or because of a decline in
the value of such securities. A thin trading market may limit the ability
<PAGE>
of an Underlying Fund to accurately value high yield securities in the
Underlying Fund's portfolio and to dispose of those securities. Adverse
publicity and investor perceptions may decrease the values and liquidity of high
yield securities. These securities may also involve special registration
responsibilities, liabilities and costs.
Credit quality in the high yield securities market can change suddenly
and unexpectedly, and even recently issued credit ratings may not fully reflect
the actual risks posed by a particular high-yield security. For these reasons,
it is the policy of the Adviser not to rely exclusively on ratings issued by
established credit rating agencies, but to supplement such ratings with its own
independent and on-going review of credit quality. The achievement of an
Underlying Fund's investment objective by investment in such securities may be
more dependent on the Adviser's credit analysis than is the case for higher
quality bonds. Should the rating of a portfolio security be downgraded, the
Adviser will determine whether it is in the best interest of the Underlying Fund
to retain or dispose of such security.
Prices for below investment-grade securities may be affected by
legislative and regulatory developments. For example, new federal rules require
savings and loan institutions to gradually reduce their holdings of this type of
security. Also, Congress has from time to time considered legislation which
would restrict or eliminate the corporate tax deduction for interest payments in
these securities and regulate corporate restructurings. Such legislation may
significantly depress the prices of outstanding securities of this type.
Dollar Roll Transactions. Certain Underlying Funds may enter into "dollar roll"
transactions, which consist of the sale by an Underlying Fund to a bank or
broker/dealers (the "counterparty") of GNMA certificates or other
mortgage-backed securities together with a commitment to purchase from the
counterparty similar, but not identical, securities at a future date, at the
same price. The counterparty receives all principal and interest payments,
including prepayments, made on the security while it is the holder. The
Underlying Fund receives a fee from the counterparty as consideration for
entering into the commitment to purchase. Dollar rolls may be renewed over a
period of several months with a different purchase and repurchase price fixed
and a cash settlement made at each renewal without physical delivery of
securities. Moreover, the transaction may be preceded by a firm commitment
agreement pursuant to which the Underlying Fund agrees to buy a security on a
future date.
An Underlying Fund will not use such transactions for leveraging
purposes and, accordingly, will segregate cash, U.S. Government securities or
other high grade debt obligations in an amount sufficient to meet its purchase
obligations under the transactions. An Underlying Fund will also maintain asset
coverage of at least 300% for all outstanding firm commitments, dollar rolls and
other borrowings.
Dollar rolls are treated for purposes of the 1940 Act as borrowings of
an Underlying Fund because they involve the sale of a security coupled with an
agreement to repurchase. Like all borrowings, a dollar roll involves costs to
the Underlying Fund. For example, while the Underlying Fund receives a fee as
consideration for agreeing to repurchase the security, the Underlying Fund
forgoes the right to receive all principal and interest payments while the
counterparty holds the security. These payments to the counterparty may exceed
the fee received by the Underlying Fund, thereby effectively charging the
Underlying Fund interest on its borrowing. Further, although the Underlying Fund
can estimate the amount of expected principal prepayment over the term of the
dollar roll, a variation in the actual amount of prepayment could increase or
decrease the cost of the Underlying Fund's borrowing.
The entry into dollar rolls involves potential risks of loss that are
different from those related to the securities underlying the transactions. For
example, if the counterparty becomes insolvent, an Underlying Fund's right to
purchase from the counterparty might be restricted. Additionally, the value of
such securities may change adversely before the Underlying Fund is able to
purchase them. Similarly, the Underlying Fund may be required to purchase
securities in connection with a dollar roll at a higher price than may otherwise
be available on the open market. Since, as noted above, the counterparty is
required to deliver a similar, but not identical security to the Underlying
Fund, the security that the Underlying Fund is required to buy under the dollar
roll may be worth less than an identical security. Finally, there can be no
assurance that an Underlying Fund's use of the cash that it receives from a
dollar roll will provide a return that exceeds borrowing costs.
The Directors/Trustees of the Underlying Funds have adopted guidelines
to ensure that those securities received are substantially identical to those
sold. To reduce the risk of default, an Underlying Fund will engage in such
transactions only with counterparties selected pursuant to such guidelines.
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Lending of Portfolio Securities. Certain Underlying Funds may seek to increase
their income by lending portfolio securities. Such loans may be made to
registered broker/dealers, and are required to be secured continuously by
collateral in cash, U.S. Government securities and high grade debt obligations,
maintained on a current basis at an amount at least equal to the market value
and accrued interest of the securities loaned. An Underlying Fund has the right
to call a loan and obtain the securities loaned on no more than five days'
notice. During the existence of a loan, the Underlying Fund continues to receive
the equivalent of any distributions paid by the issuer on the securities loaned
and also receives compensation based on investment of the collateral. As with
other extensions of credit there are risks of delay in recovery or even loss of
rights in the collateral should the borrower of the securities fail financially.
However, the loans may be made only to firms deemed by the Adviser to be of good
standing.
Warrants. The Fund may invest in warrants up to 5% of the value of its total
assets. The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. Prices of warrants do not
necessarily move, however, in tandem with the prices of the underlying
securities and are, therefore, considered speculative investments. Warrants pay
no dividends and confer no rights other than a purchase option. Thus, if a
warrant held by the Fund were not exercised by the date of its expiration, the
Fund would lose the entire purchase price of the warrant.
Reverse Repurchase Agreements. The Fund may enter into "reverse repurchase
agreements," which are repurchase agreements in which the Fund, as the seller of
the securities, agrees to repurchase them at an agreed time and price. The Fund
maintains a segregated account in connection with outstanding reverse repurchase
agreements. The Fund will enter into reverse repurchase agreements only when the
Adviser believes that the interest income to be earned from the investment of
the proceeds of the transaction will be greater than the interest expense of the
transaction.
Indexed Securities. Certain Underlying Funds may invest in indexed securities,
the value of which is linked to currencies, interest rates, commodities, indices
or other financial indicators ("reference instruments"). Most indexed securities
have maturities of three years or less.
Indexed securities differ from other types of debt securities in which
an Underlying Fund may invest in several respects. First, the interest rate or,
unlike other debt securities, the principal amount payable at maturity of an
indexed security may vary based on changes in one or more specified reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency exchange rates between two currencies (neither of which need be the
currency in which the instrument is denominated). The reference instrument need
not be related to the terms of the indexed security. For example, the principal
amount of a U.S. dollar denominated indexed security may vary based on the
exchange rate of two foreign currencies. An indexed security may be positively
or negatively indexed; that is, its value may increase or decrease if the value
of the reference instrument increases. Further, the change in the principal
amount payable or the interest rate of an indexed security may be a multiple of
the percentage change (positive or negative) in the value of the underlying
reference instrument(s).
Investment in indexed securities involves certain risks. In addition to
the credit risk of the security's issuer and the normal risks of price changes
in response to changes in interest rates, the principal amount of indexed
securities may decrease as a result of changes in the value of reference
instruments. Further, in the case of certain indexed securities in which the
interest rate is linked to a reference instrument, the interest rate may be
reduced to zero, and any further declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.
Trust Preferred Securities. Certain Underlying Funds invest in Trust Preferred
Securities, which are hybrid instruments issued by a special purpose trust (the
"Special Trust"), the entire equity interest of which is owned by a single
issuer. The proceeds of the issuance to the Underlying Funds of Trust Preferred
Securities are typically used to purchase a junior subordinated debenture, and
distributions from the Special Trust are funded by the payments of principal and
interest on the subordinated debenture.
If payments on the underlying junior subordinated debentures held by
the Special Trust are deferred by the debenture issuer, the debentures would be
treated as original issue discount ("OID") obligations for the remainder of
their term. As a result, holders of Trust Preferred Securities, such as the
Underlying Funds, would be required to accrue daily for Federal income tax
purposes, their share of the stated interest and the de minimis OID on the
debentures
<PAGE>
(regardless of whether an Underlying Fund receives any cash distributions from
the Special Trust), and the value of Trust Preferred Securities would likely be
negatively affected. Interest payments on the underlying junior subordinated
debentures typically may only be deferred if dividends are suspended on both
common and preferred stock of the issuer. The underlying junior subordinated
debentures generally rank slightly higher in terms of payment priority than both
common and preferred securities of the issuer, but rank below other subordinated
debentures and debt securities. Trust Preferred Securities may be subject to
mandatory prepayment under certain circumstances. The market values of Trust
Preferred Securities may be more volatile than those of conventional debt
securities. Trust Preferred Securities may be issued in reliance on Rule 144A
under the Securities Act of 1933, as amended, and, unless and until registered,
are restricted securities; there can be no assurance as to the liquidity of
Trust Preferred Securities and the ability of holders of Trust Preferred
Securities, such as the Underlying Funds, to sell their holdings.
Zero Coupon Securities. Certain Underlying Funds may invest in zero coupon
securities which pay no cash income and are sold at substantial discounts from
their value at maturity. When held to maturity, their entire income, which
consists of accretion of discount, comes from the difference between the issue
price and their value at maturity. Zero coupon securities are subject to greater
market value fluctuations from changing interest rates than debt obligations of
comparable maturities which make current distributions of interest (cash). Zero
coupon convertible securities offer the opportunity for capital appreciation (or
depreciation) as increases (or decreases) in market value of such securities
closely follow the movements in the market value of the underlying common stock.
Zero coupon convertible securities generally are expected to be less volatile
than the underlying common stocks because zero coupon convertible securities are
usually issued with shorter maturities (15 years or less) and with options
and/or redemption features exercisable by the holder of the obligation entitling
the holder to redeem the obligation and receive a defined cash payment.
Zero coupon securities include securities issued directly by the U.S.
Treasury, and U.S. Treasury bonds or notes and their unmatured interest coupons
and receipts for their underlying principal ("coupons") which have been
separated by their holder, typically a custodian bank or investment brokerage
firm. A holder will separate the interest coupons from the underlying principal
(the "corpus") of the U.S. Treasury security. A number of securities firms and
banks have stripped the interest coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRS") and Certificate of Accrual on Treasuries
("CATS"). The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof. Counsel to the
underwriters of these certificates or other evidences of ownership of the U.S.
Treasury securities has stated that for federal tax and securities purposes, in
their opinion purchasers of such certificates, such as an Underlying Fund, most
likely will be deemed the beneficial holder of the underlying U.S. government
securities.
The Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupons and corpus payments on Treasury securities through the Federal
Reserve book-entry record-keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry record-keeping system in lieu of having to
hold certificates or other evidences of ownership of the underlying U.S.
Treasury securities.
When U.S. Treasury obligations have been stripped of their unmatured
interest coupons by the holder, the principal or corpus is sold at a deep
discount because the buyer receives only the right to receive a future fixed
payment on the security and does not receive any rights to periodic interest
(cash) payments. Once stripped or separated, the corpus and coupons may be sold
separately. Typically, the coupons are sold separately or grouped with other
coupons with like maturity dates and sold in such bundled form. Purchasers of
stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero coupon securities that the Treasury sells
itself. (See "TAXES.")
When-Issued Securities. Certain Underlying Funds may purchase securities on a
"when-issued" or "forward delivery" basis for payment and delivery at a later
date. The price of such securities, which is generally expressed in yield terms,
is generally fixed at the time the commitment to purchase is made, but delivery
and payment for the when-issued or forward delivery securities takes place at a
later date. During the period between purchase and settlement, no payment is
made by an Underlying Fund to the issuer and no interest on the when-issued or
forward delivery securities accrues to the Underlying Fund. To the extent that
assets of the Underlying Fund are held in cash pending the settlement of a
<PAGE>
purchase of securities, the Underlying Fund will earn no income; however, it is
the Underlying Fund's intention to be fully invested to the extent practicable
and subject to the policies stated above. While when-issued or forward delivery
securities may be sold prior to the settlement date, the Underlying Fund intends
to purchase such securities with the purpose of actually acquiring them unless a
sale appears desirable for investment reasons. At the time the Underlying Fund
makes the commitment to purchase a security on a when-issued or forward delivery
basis, it will record the transaction and reflect the value of the security in
determining its net asset value. At the time of settlement, the market value of
the when-issued or forward delivery securities may be more or less than the
purchase price. The Underlying Fund does not believe that its net asset value or
income will be adversely affected by its purchase of securities on a when-issued
or forward delivery basis.
Real Estate Investment Trusts. Certain Underlying Funds invest in REITs. REITs
are sometimes informally characterized as equity REITs, mortgage REITs and
hybrid REITs. Investment in REITs may subject an Underlying Fund to risks
associated with the direct ownership of real estate, such as decreases in real
estate values, overbuilding, increased competition and other risks related to
local or general economic conditions, increases in operating costs and property
taxes, changes in zoning laws, casualty or condemnation losses, possible
environmental liabilities, regulatory limitations on rent and fluctuations in
rental income. Equity REITs generally experience these risks directly through
fee or leasehold interests, whereas mortgage REITs generally experience these
risks indirectly through mortgage interests, unless the mortgage REIT forecloses
on the underlying real estate. Changes in interest rates may also affect the
value of an Underlying Fund's investment in REITs. For instance, during periods
of declining interest rates, certain mortgage REITs may hold mortgages that the
mortgagors elect to prepay, which prepayment may diminish the yield on
securities issued by those REITs.
Certain REITs have relatively small market capitalization, which may
tend to increase the volatility of the market price of their securities.
Furthermore, REITs are dependent upon specialized management skills, have
limited diversification and are, therefore, subject to risks inherent in
operating and financing a limited number of projects. REITs are also subject to
heavy cash flow dependency, defaults by borrowers and the possibility of failing
to qualify for tax-free pass-through of income under the Internal Revenue Code
of 1986, as amended and to maintain exemption from the registration requirements
of the 1940 Act. By investing in REITs indirectly through an Underlying Fund, a
shareholder will bear not only his or her proportionate share of the expenses of
an Underlying Fund's, but also, indirectly, similar expenses of the REITs. In
addition, REITs depend generally on their ability to generate cash flow to make
distributions to shareholders.
Mortgage-Backed Securities and Mortgage Pass-Through Securities. Certain
Underlying Funds may also invest in mortgage-backed securities, which are
interests in pools of mortgage loans, including mortgage loans made by savings
and loan institutions, mortgage bankers, commercial banks, and others. Pools of
mortgage loans are assembled as securities for sale to investors by various
governmental, government-related, and private organizations as further described
below. An Underlying Fund may also invest in debt securities which are secured
with collateral consisting of mortgage-backed securities (see "Collateralized
Mortgage Obligations"), and in other types of mortgage-related securities.
A decline in interest rates may lead to a faster rate of repayment of
the underlying mortgages, and expose an Underlying Fund to a lower rate of
return upon reinvestment. To the extent that such mortgage-backed securities are
held by the Underlying Fund, the prepayment right will tend to limit to some
degree the increase in net asset value of the Underlying Fund because the value
of the mortgage-backed securities held by the Underlying Fund may not appreciate
as rapidly as the price of non-callable debt securities. When interest rates
rise, mortgage prepayment rates tend to decline, thus lengthening the life of
mortgage-related securities and increasing their volatility, affecting the price
volatility of the Fund's shares.
Interests in pools of mortgage-backed securities differ from other
forms of debt securities, which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified call
dates. Instead, these securities provide a monthly payment which consists of
both interest and principal payments. In effect, these payments are a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments are caused by repayments of principal resulting
from the sale of the underlying property, refinancing, or foreclosure, net of
fees or costs which may be incurred. Because principal may be prepaid at any
time, mortgage-backed securities may involve significantly greater price and
yield volatility than traditional debt securities. Some mortgage-related
securities such as securities
<PAGE>
issued by the Government National Mortgage Association ("GNMA") are described as
"modified pass-through." These securities entitle the holder to receive all
interest and principal payments owed on the mortgage pool, net of certain fees,
at the scheduled payment dates regardless of whether or not the mortgagor
actually makes the payment.
The principal governmental guarantor of mortgage-related securities is
GNMA. GNMA is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks, and mortgage bankers) and backed by
pools of FHA-insured or VA-guaranteed mortgages. These guarantees, however, do
not apply to the market value or yield of mortgage-backed securities or to the
value of Underlying Fund shares. Also, GNMA securities often are purchased at a
premium over the maturity value of the underlying mortgages. This premium is not
guaranteed and will be lost if prepayment occurs.
Government-related guarantors (i.e., not backed by the full faith and
credit of the U.S. Government) include the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional (i.e., not insured or guaranteed by any government
agency) mortgages from a list of approved seller/servicers which include state
and federally-chartered savings and loan associations, mutual savings banks,
commercial banks, credit unions, and mortgage bankers. Pass-through securities
issued by FNMA are guaranteed as to timely payment of principal and interest by
FNMA but are not backed by the full faith and credit of the U.S. Government.
FHLMC is a corporate instrumentality of the U.S. Government and was
created by Congress in 1970 for the purpose of increasing the availability of
mortgage credit for residential housing. Its stock is owned by the twelve
Federal Home Loan Banks. FHLMC issues Participation Certificates ("PCs") which
represent interests in conventional mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the U.S.
Government.
Commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers, and other secondary market issuers also
create pass-through pools of conventional mortgage loans. Such issuers may, in
addition, be the originators and/or servicers of the underlying mortgage loans
as well as the guarantors of the mortgage-related securities. Pools created by
such non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments. However, timely payment of interest
and principal of these pools may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance, and
letters of credit. The insurance and guarantees are issued by governmental
entities, private insurers, and the mortgage poolers. Such insurance and
guarantees and the creditworthiness of the issuers thereof will be considered in
determining whether a mortgage-related security meets an Underlying Fund's
investment quality standards. There can be no assurance that the private
insurers or guarantors can meet their obligations under the insurance policies
or guarantee arrangements. The Underlying Fund may buy mortgage-related
securities without insurance or guarantees, if through an examination of the
loan experience and practices of the originators/servicers and poolers, the
Adviser determines that the securities meet the Underlying Fund's quality
standards. Although the market for such securities is becoming increasingly
liquid, securities issued by certain private organizations may not be readily
marketable.
Collateralized Mortgage Obligations ("CMOs"). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal are paid, in most cases, semiannually. CMOs may
be collateralized by whole mortgage loans but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different
stated maturity. Actual maturity and average life will depend upon the
prepayment experience of the collateral. CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been
retired. An investor is partially guarded against a sooner than desired return
of
<PAGE>
principal because of the sequential payments. The prices of certain CMOs,
depending on their structure and the rate of prepayments, can be volatile. Some
CMOs may not be as liquid as other securities.
In a typical CMO transaction, a corporation issues multiple series,
(e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are
used to purchase mortgages or mortgage pass-through certificates ("Collateral").
The Collateral is pledged to a third party trustee as security for the Bonds.
Principal and interest payments from the Collateral are used to pay principal on
the Bonds in the order A, B, C, Z. The Series A, B, and C bonds all bear current
interest. Interest on the Series Z Bond is accrued and added to principal and a
like amount is paid as principal on the Series A, B, or C Bond currently being
paid off. When the Series A, B, and C Bonds are paid in full, interest and
principal on the Series Z Bond begins to be paid currently. With some CMOs, the
issuer serves as a conduit to allow loan originators (primarily builders or
savings and loan associations) to borrow against their loan portfolios.
FHLMC Collateralized Mortgage Obligations. FHLMC CMOs are debt obligations of
FHLMC issued in multiple classes having different maturity dates which are
secured by the pledge of a pool of conventional mortgage loans purchased by
FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made
semiannually, as opposed to monthly. The amount of principal payable on each
semiannual payment date is determined in accordance with FHLMC's mandatory
sinking fund schedule, which, in turn, is equal to approximately 100% of FHA
prepayment experience applied to the mortgage collateral pool. All sinking fund
payments in the CMOs are allocated to the retirement of the individual classes
of bonds in the order of their stated maturities. Payment of principal on the
mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum
sinking fund obligation for any payment date are paid to the holders of the CMOs
as additional sinking fund payments. Because of the "pass-through" nature of all
principal payments received on the collateral pool in excess of FHLMC's minimum
sinking fund requirement, the rate at which principal of the CMOs is actually
repaid is likely to be such that each class of bonds will be retired in advance
of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage
loans during any semiannual payment period is not sufficient to meet FHLMC's
minimum sinking fund obligation on the next sinking fund payment date, FHLMC
agrees to make up the deficiency from its general funds.
Criteria for the mortgage loans in the pool backing the CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.
Other Mortgage-Backed Securities. The Adviser expects that governmental,
government-related, or private entities may create mortgage loan pools and other
mortgage-related securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. The
mortgages underlying these securities may include alternative mortgage
instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from customary long-term fixed
rate mortgages. An Underlying Fund will not purchase mortgage-backed securities
or any other assets which, in the opinion of the Adviser, are illiquid if, as a
result, more than 10% of the value of the Underlying Fund's total assets will be
illiquid. As new types of mortgage-related securities are developed and offered
to investors, the Adviser will, consistent with the Underlying Fund's investment
objective, policies, and quality standards, consider making investments in such
new types of mortgage-related securities.
Other Asset-Backed Securities. The securitization techniques used to develop
mortgaged-backed securities are now being applied to a broad range of assets.
Through the use of trusts and special purpose corporations, various types of
assets, including automobile loans, computer leases and credit card receivables,
are being securitized in pass-through structures similar to the mortgage
pass-through structures described above or in a structure similar to the CMO
structure. Consistent with an Underlying Fund's investment objectives and
policies, the Underlying Fund may invest in these and other types of
asset-backed securities that may be developed in the future. In general, the
collateral supporting these securities is of shorter maturity than mortgage
loans and is less likely to experience substantial prepayments with interest
rate fluctuations.
Several types of asset-backed securities have already been offered to
investors, including Certificates for Automobile Receivables(SM) ("CARS(SM)").
CARS(SM) represent undivided fractional interests in a trust ("Trust") whose
assets consist of a pool of motor vehicle retail installment sales contracts and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARS(SM) are passed through monthly to certificate holders, and
are guaranteed up to certain amounts and for a certain time period by a letter
of credit issued by a financial institution
<PAGE>
unaffiliated with the trustee or originator of the Trust. An investor's return
on CARS(SM) may be affected by early prepayment of principal on the underlying
vehicle sales contracts. If the letter of credit is exhausted, the trust may be
prevented from realizing the full amount due on a sales contract because of
state law requirements and restrictions relating to foreclosure sales of
vehicles and the obtaining of deficiency judgments following such sales or
because of depreciation, damage to or loss of a vehicle, the application of
federal and state bankruptcy and insolvency laws, or other factors. As a result,
certificate holders may experience delays in payments or losses if the letter of
credit is exhausted.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the benefit
of any security interest in the related assets. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. There is the possibility that recoveries on repossessed collateral
may not, in some cases, be available to support payments on these securities.
Asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
results from payment of the insurance obligations on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit obtained by the issuer or sponsor from third parties,
through various means of structuring the transaction or through a combination of
such approaches. An Underlying Fund will not pay any additional or separate fees
for credit support. The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
anticipated or failure of the credit support could adversely affect the return
on an investment in such a security.
An Underlying Fund may also invest in residual interests in
asset-backed securities. In the case of asset-backed securities issued in a
pass-through structure, the cash flow generated by the underlying assets is
applied to make required payments on the securities and to pay related
administrative expenses. The residual in an asset-backed security pass-through
structure represents the interest in any excess cash flow remaining after making
the foregoing payments. The amount of residual cash flow resulting from a
particular issue of asset-backed securities will depend on, among other things,
the characteristics of the underlying assets, the coupon rates on the
securities, prevailing interest rates, the amount of administrative expenses and
the actual prepayment experience on the underlying assets. Asset-backed security
residuals not registered under the Securities Act of 1933 may be subject to
certain restrictions on transferability and would be subject to the Underlying
Fund's restriction on restricted or illiquid securities. In addition, there may
be no liquid market for such securities.
The availability of asset-backed securities may be affected by
legislative or regulatory developments. It is possible that such developments
may require the Underlying Fund to dispose of any then existing holdings of such
securities.
Repurchase Commitments. Certain Underlying Funds may enter into repurchase
commitments with any party deemed creditworthy by the Adviser, including foreign
banks and broker/dealers, if the transaction is entered into for investment
purposes and the counterparty's creditworthiness is at least equal to that of
issuers of securities which an Underlying Fund may purchase. Such transactions
may not provide the Underlying Fund with collateral marked-to-market during the
term of the commitment.
Investing in Latin America. Investing in securities of Latin American issuers
may entail risks relating to the potential political and economic instability of
certain Latin American countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the event of
expropriation, nationalization or other confiscation by any country, those
Underlying Funds which are permitted to invest in securities of Latin American
issuers could lose their entire investment in any such country.
The securities markets of Latin American countries are substantially
smaller, less developed, less liquid and more volatile than the major securities
markets in the U.S. Disclosure and regulatory standards are in many respects
less
<PAGE>
stringent than U.S. standards. Furthermore, there is a lower level of monitoring
and regulation of the markets and the activities of investors in such markets.
The limited size of many Latin American securities markets and limited
trading volume in the securities of Latin American issuers compared to volume of
trading in the securities of U.S. issuers could cause prices to be erratic for
reasons apart from factors that affect the soundness and competitiveness of the
securities issuers. For example, limited market size may cause prices to be
unduly influenced by traders who control large positions. Adverse publicity and
investors' perceptions, whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.
An Underlying Fund may invest a portion of its assets in securities
denominated in currencies of Latin American countries. Accordingly, changes in
the value of these currencies against the U.S. dollar may result in
corresponding changes in the U.S. dollar value of the Underlying Fund's assets
denominated in those currencies.
Some Latin American countries also may have managed currencies, which
are not free floating against the U.S. dollar. In addition, there is risk that
certain Latin American countries may restrict the free conversion of their
currencies into other currencies. Further, certain Latin American currencies may
not be internationally traded. Certain of these currencies have experienced a
steep devaluation relative to the U.S. dollar. Any devaluations in the
currencies in which the Underlying Fund's portfolio securities are denominated
may have a detrimental impact on the Underlying Fund's net asset value.
The economies of individual Latin American countries may differ
favorably or unfavorably from the U.S. economy in such respects as the rate of
growth of gross domestic product, the rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payments position. Certain Latin
American countries have experienced high levels of inflation which can have a
debilitating effect on an economy, although some have begun to control inflation
in recent years through prudent economic policies. Furthermore, certain Latin
American countries may impose withholding taxes on dividends payable to the
Underlying Fund at a higher rate than those imposed by other foreign countries.
This may reduce the Underlying Fund's investment income available for
distribution to shareholders.
Certain Latin American countries such as Argentina, Brazil and Mexico
are among the world's largest debtors to commercial banks and foreign
governments. At times, certain Latin American countries have declared moratoria
on the payment of principal and/or interest on outstanding debt.
Latin America is a region rich in natural resources such as oil,
copper, tin, silver, iron ore, forestry, fishing, livestock and agriculture. The
region has a large population (roughly 300 million) representing a large
domestic market. Economic growth was strong in the 1960's and 1970's, but slowed
dramatically (and in some instances was negative) in the 1980's as a result of
poor economic policies, higher international interest rates, and the denial of
access to new foreign capital. Although a number of Latin American countries are
currently experiencing lower rates of inflation and higher rates of real growth
in Gross Domestic Product than they have in the past, other Latin American
countries continue to experience significant problems, including high inflation
rates and high interest rates. Capital flight has proven a persistent problem
and external debt has been forcibly restructured. Political turmoil, high
inflation, capital repatriation restrictions, and nationalization have further
exacerbated conditions.
Governments of many Latin American countries have exercised and
continue to exercise substantial influence over many aspects of the private
sector through the ownership or control of many companies, including some of the
largest in those countries. As a result, government actions in the future could
have a significant effect on economic conditions which may adversely affect
prices of certain portfolio securities. Expropriation, confiscatory taxation,
nationalization, political, economic or social instability or other similar
developments, such as military coups, have occurred in the past and could also
adversely affect the Underlying Fund's investments in this region.
Changes in political leadership, the implementation of market oriented
economic policies, such as privatization, trade reform and fiscal and monetary
reform are among the recent steps taken to renew economic growth. External debt
is being restructured and flight capital (domestic capital that has left home
country) has begun to return. Inflation control efforts have also been
implemented. Free Trade Zones are being discussed in various areas around the
region, the most notable being a free zone among Mexico, the U.S. and Canada and
another zone among four countries in the southernmost point of Latin America.
Currencies are typically weak, but most are now relatively free floating, and it
is
<PAGE>
not unusual for the currencies to undergo wide fluctuations in value over short
periods of time due to changes in the market.
Depositary Receipts. Certain Underlying Funds may invest indirectly in
securities of emerging country issuers through sponsored or unsponsored American
Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs"), International
Depositary Receipts ("IDRs") and other types of Depositary Receipts (which,
together with ADRs, GDRs and IDRs are hereinafter referred to as "Depositary
Receipts"). Depositary Receipts may not necessarily be denominated in the same
currency as the underlying securities into which they may be converted. In
addition, the issuers of the stock of unsponsored Depositary Receipts are not
obligated to disclose material information in the United States and, therefore,
there may not be a correlation between such information and the market value of
the Depositary Receipts. ADRs are Depositary Receipts typically issued by a U.S.
bank or trust company which evidence ownership of underlying securities issued
by a foreign corporation. GDRs, IDRs and other types of Depositary Receipts are
typically issued by foreign banks or trust companies, although they also may be
issued by United States banks or trust companies, and evidence ownership of
underlying securities issued by either a foreign or a United States corporation.
Generally, Depositary Receipts in registered form are designed for use in the
United States securities markets and Depositary Receipts in bearer form are
designed for use in securities markets outside the United States. For purposes
of an Underlying Fund's investment policies, the Underlying Fund's investments
in ADRs, GDRs and other types of Depositary Receipts will be deemed to be
investments in the underlying securities. Depositary Receipts other than those
denominated in U.S. dollars will be subject to foreign currency exchange rate
risk. Certain Depositary Receipts may not be listed on an exchange and therefore
may be illiquid securities.
Loan Participations and Assignments. Certain Underlying Funds may invest in
fixed and floating rate loans ("Loans") arranged through private negotiations
between an issuer of emerging market debt instruments and one or more financial
institutions ("Lenders"). An Underlying Fund's investments in Loans in Latin
America are expected in most instances to be in the form of participations in
Loans ("Participations") and assignments of portions of Loans ("Assignments")
from third parties. Participations typically will result in the Underlying Fund
having a contractual relationship only with the Lender and not with the
borrower. The Underlying Fund will have the right to receive payments of
principal, interest and any fees to which it is entitled only from the Lender
selling the Participation and only upon receipt by the Lender of the payments
from the borrower. In connection with purchasing Participations, the Underlying
Fund generally will have no right to enforce compliance by the borrower with the
terms of the loan agreement relating to the Loan, nor any rights of set-off
against the borrower, and the Underlying Fund may not directly benefit from any
collateral supporting the Loan in which it has purchased the Participation. As a
result, the Underlying Fund will assume the credit risk of both the borrower and
the Lender that is selling the Participation. In the event of the insolvency of
the Lender selling a Participation, the Underlying Fund may be treated as a
general creditor of the Lender and may not benefit from any set-off between the
Lender and the borrower. The Underlying Fund will acquire Participations only if
the Lender interpositioned between the Underlying Fund and the borrower is
determined by the Adviser to be creditworthy.
When an Underlying Fund purchases Assignments from Lenders, the
Underlying Fund will acquire direct rights against the borrower on the Loan.
Because Assignments are arranged through private negotiations between potential
assignees and potential assignors, however, the rights and obligations acquired
by the Underlying Fund as the purchaser of an Assignment may differ from, and
may be more limited than, those held by the assigning Lender.
An Underlying Fund may have difficulty disposing of Assignments and
Participations. Because no liquid market for these obligations typically exists,
the Underlying Fund anticipates that these obligations could be sold only to a
limited number of institutional investors. The lack of a liquid secondary market
will have an adverse effect on the Underlying Fund's ability to dispose of
particular Assignments or Participations when necessary to meet the Underlying
Fund's liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations may also make it more
difficult for the Underlying Fund to assign a value to those securities for
purposes of valuing the Underlying Fund's portfolio and calculating its net
asset value.
Illiquid Securities. Certain Underlying Funds may occasionally purchase
securities other than in the open market. While such purchases may often offer
attractive opportunities for investment not otherwise available on the open
market, the securities so purchased are often "restricted securities" or "not
readily marketable," i.e., securities which cannot be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") or the
availability of an
<PAGE>
exemption from registration (such as Rules 144 or 144A) or because they are
subject to other legal or contractual delays in or restrictions on resale.
Generally speaking, restricted securities may be sold only to qualified
institutional buyers, or in a privately negotiated transaction to a limited
number of purchasers, or in limited quantities after they have been held for a
specified period of time and other conditions are met pursuant to an exemption
from registration, or in a public offering for which a registration statement is
in effect under the 1933 Act. An Underlying Fund may be deemed to be an
"underwriter" for purposes of the 1933 Act when selling restricted securities to
the public, and in such event the Underlying Fund may be liable to purchasers of
such securities if the registration statement prepared by the issuer, or the
prospectus forming a part of it, is materially inaccurate or misleading.
Some Underlying Funds will not invest more than 15% of their net assets
in securities which are not readily marketable, the disposition of which is
restricted under Federal securities laws or in repurchase agreements not
terminable within 7 days, and such Underlying Funds will not invest more than
10% of their total assets in restricted securities. Certain Underlying Funds
will not invest more than 10% of their net assets in securities which are not
readily marketable, the disposition of which are restricted under Federal
securities laws or in repurchase agreements not terminable within seven days,
and such Underlying Funds will not invest more than 5% of their total assets in
restricted securities. Certain Underlying Funds will not invest more than 15% of
their net assets in illiquid securities.
Illiquid Securities (144A). Underlying Funds may purchase securities other than
in the open market. While such purchases may often offer attractive
opportunities for investment not otherwise available on the open market, the
securities so purchased are often "restricted securities" or "not readily
marketable," i.e., securities which cannot be sold to the public without
registration under the Securities Act of 1933, as amended (the "1933 Act"), or
the availability of an exemption from registration (such as Rule 144A) or
because they are subject to other legal or contractual delays in or restrictions
on resale. This investment practice, therefore, could have the effect of
increasing the level of illiquidity of a Fund. It is a Fund's policy that
illiquid securities (including repurchase agreements of more than seven days
duration, certain restricted securities, and other securities which are not
readily marketable) may not constitute, at the time of purchase, more than 15%
of the value of the Fund's net assets. Each Corporation/Trust's Board of
Directors/Trustees has approved guidelines for use by the Adviser in determining
whether a security is illiquid.
Generally speaking, restricted securities may be sold (i) only to
qualified institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers; (iii) in limited quantities after they have been
held for a specified period of time and other conditions are met pursuant to an
exemption from registration; or (iv) in a public offering for which a
registration statement is in effect under the 1933 Act. Issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
If adverse market conditions were to develop during the period between a Fund's
decision to sell a restricted or illiquid security and the point at which the
Fund is permitted or able to sell such security, the Fund might obtain a price
less favorable than the price that prevailed when it decided to sell. Where a
registration statement is required for the resale of restricted securities, a
Fund may be required to bear all or part of the registration expenses. A Fund
may be deemed to be an "underwriter" for purposes of the 1933 Act when selling
restricted securities to the public and, in such event, the Fund may be liable
to purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.
Since it is not possible to predict with assurance that the market for
securities eligible for resale under Rule 144A will continue to be liquid, the
Adviser will monitor such restricted securities subject to the supervision of
the Board of Trustees. Among the factors the Adviser may consider in reaching
liquidity decisions relating to Rule 144A securities are: (1) the frequency of
trades and quotes for the security; (2) the number of dealers wishing to
purchase or sell the security and the number of other potential purchasers; (3)
dealer undertakings to make a market in the security; and (4) the nature of the
security and the nature of the market for the security (i.e., the time needed to
dispose of the security, the method of soliciting offers, and the mechanics of
the transfer).
Special Considerations Affecting the Pacific Basin. Economies of individual
Pacific Basin countries in which certain Underlying Funds may invest, may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency, interest rate levels, and balance of payments position. Of
particular importance, most of the economies in this region of the world are
heavily dependent upon exports, particularly to developed countries, and,
accordingly, have been and may continue to be adversely
<PAGE>
affected by trade barriers, managed adjustments in relative currency values, and
other protectionist measures imposed or negotiated by the U.S. and other
countries with which they trade. These economies also have been and may continue
to be negatively impacted by economic conditions in the U.S. and other trading
partners, which can lower the demand for goods produced in the Pacific Basin.
With respect to the Peoples Republic of China and other markets in
which an Underlying Fund may participate, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
government regulation, social instability or diplomatic developments that could
adversely impact a Pacific Basin country or the Underlying Fund's investment in
that country.
Trading volume on Pacific Basin stock exchanges outside of Japan,
although increasing, is substantially less than in the U.S. stock market.
Further, securities of some Pacific Basin companies are less liquid and more
volatile than securities of comparable U.S. companies. Fixed commissions on
Pacific Basin stock exchanges are generally higher than negotiated commissions
on U.S. exchanges, although the Underlying Fund endeavors to achieve the most
favorable net results on its portfolio transactions and may be able to purchase
securities in which the Underlying Fund may invest on other stock exchanges
where commissions are negotiable.
Foreign companies, including Pacific Basin companies, are not generally
subject to uniform accounting, auditing and financial reporting standards,
practices and disclosure requirements comparable to those applicable to U.S.
companies. Consequently, there may be less publicly available information about
such companies than about U.S. companies. Moreover, there is generally less
government supervision and regulation of Pacific Basin stock exchanges, brokers,
and listed companies than in the U.S.
Investing in Europe. Most Eastern European nations in which certain Underlying
Funds may invest, including Hungary, Poland, Czechoslovakia, and Romania have
had centrally planned, socialist economies since shortly after World War II. A
number of their governments, including those of Hungary, the Czech Republic, and
Poland are currently implementing or considering reforms directed at political
and economic liberalization, including efforts to foster multi-party political
systems, decentralize economic planning, and move toward free market economies.
At present, no Eastern European country has a developed stock market, but
Poland, Hungary, and the Czech Republic have small securities markets in
operation. Ethnic and civil conflict currently rage through the former
Yugoslavia. The outcome is uncertain.
Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. A great deal of interest also surrounds opportunities created
by the reunification of East and West Germany. Following reunification, the
Federal Republic of Germany has remained a firm and reliable member of the EC
and numerous other international alliances and organizations. To reduce
inflation caused by the unification of East and West Germany, Germany has
adopted a tight monetary policy which has led to weakened exports and a reduced
domestic demand for goods and services. However, in the long-term, reunification
could prove to be an engine for domestic and international growth.
The conditions that have given rise to these developments are
changeable, and there is no assurance that reforms will continue or that their
goals will be achieved.
Portugal is a genuinely emerging market which has experienced rapid
growth since the mid-1980s, except for a brief period of stagnation over
1990-91. Portugal's government remains committed to privatization of the
financial system away from one dependent upon the banking system to a more
balanced structure appropriate for the requirements of a modern economy.
Inflation continues to be about three times the EC average.
Economic reforms launched in the 1980s continue to benefit Turkey in
the 1990s. Turkey's economy has grown steadily since the early 1980s, with real
growth in per capita Gross Domestic Product (GDP) increasing more than 6%
annually. Agriculture remains the most important economic sector, employing
approximately 55% of the labor force, and accounting for nearly 20% of GDP and
20% of exports. Inflation and interest rates remain high, and a large budget
deficit will continue to cause difficulties in Turkey's substantial
transformation to a dynamic free market economy.
<PAGE>
Like many other Western economies, Greece suffered severely from the
global oil price hikes of the 1970s, with annual GDP growth plunging from 8% to
2% in the 1980s, and inflation, unemployment, and budget deficits rising
sharply. The fall of the socialist government in 1989 and the inability of the
conservative opposition to obtain a clear majority have led to business
uncertainty and the continued prospects for flat economic performance. Once
Greece has sorted out its political situation, it will have to face the
challenges posed by the steadily increasing integration of the EC, including the
progressive lowering of trade and investment barriers. Tourism continues as a
major industry, providing a vital offset to a sizable commodity trade deficit.
Securities traded in certain emerging European securities markets may
be subject to risks due to the inexperience of financial intermediaries, the
lack of modern technology and the lack of a sufficient capital base to expand
business operations. Additionally, former Communist regimes of a number of
Eastern European countries had expropriated a large amount of property, the
claims of which have not been entirely settled. There can be no assurance that
the Underlying Fund's investments in Eastern Europe would not also be
expropriated, nationalized or otherwise confiscated. Finally, any change in
leadership or policies of Eastern European countries, or countries that exercise
a significant influence over those countries, may halt the expansion of or
reverse the liberalization of foreign investment policies now occurring and
adversely affect existing investment opportunities.
Investing in Africa. Many of the countries in which certain Underlying Funds may
invest are fraught with political instability. However, there has been a trend
over the past five years toward democratization. Many countries are moving from
a military style, Marxist, or single party government to a multi-party system.
Still, there remain many countries that do not have a stable political process.
Other countries have been enmeshed in civil wars and border clashes.
Africa is a continent of roughly 50 countries with a total population
of approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively low,
ranging from 20% to 60%. The primary industries include crude oil, natural gas,
manganese ore, phosphate, bauxite, copper, iron, diamond, cotton, coffee, cocoa,
timber, tobacco, sugar, tourism, and cattle.
Economically, the Northern Rim countries (including Morocco, Egypt, and
Algeria) and Nigeria, Zimbabwe and South Africa are the wealthier countries on
the continent. The market capitalization of these countries has been growing
recently as more international companies invest in Africa and as local companies
start to list on the exchanges. However, religious and ethnic strife has been a
significant source of instability.
On the other end of the economic spectrum are countries, such as
Burkina, Madagascar, and Malawi, that are considered to be among the poorest or
least developed in the world. These countries are generally landlocked or have
poor natural resources. The economies of many African countries are heavily
dependent on international oil prices. Of all the African industries, oil has
been the most lucrative, accounting for 40% to 60% of many countries' GDP.
However, general decline in oil prices has had an adverse impact on many
economies.
Brady Bonds. Certain Underlying Funds may invest in Brady Bonds, which are
securities created through the exchange of existing commercial bank loans to
public and private entities in certain emerging markets for new bonds in
connection with debt restructurings under a debt restructuring plan introduced
by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan").
Brady Plan debt restructurings have been implemented to date in Mexico, Uruguay,
Venezuela, Costa Rica, Argentina, Nigeria, and the Philippines.
Brady Bonds have been issued only recently, and for that reason do not
have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the dollar)
and are actively traded in over-the-counter secondary markets.
Dollar-denominated, collateralized Brady Bonds, which may be fixed rate
bonds or floating rate bonds, are generally collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on these Brady Bonds generally are collateralized by
cash or securities in an amount that, in the case of fixed rate bonds, is equal
to at least one year of rolling interest payments or, in the case of floating
rate bonds, initially is equal to at least one year's rolling interest payments
based on the applicable interest rate at that time and is adjusted at regular
intervals thereafter. Brady Bonds are often viewed as having three or four
valuation components: the collateralized repayment of principal at final
maturity; the collateralized interest payments; the uncollateralized interest
<PAGE>
payments; and any uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk"). In light of the
residual risk of Brady Bonds and the history of defaults of countries issuing
Brady Bonds, with respect to commercial bank loans by public and private
entities, investments in Brady Bonds may be viewed as speculative. Over $82
billion in Brady Bonds have been issued by countries in Africa and Latin
America, with 90% of these Brady Bonds being denominated in U.S. dollars.
Sovereign Debt. Investment in sovereign debt can involve a high degree of risk.
The governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the principal and/or interest when due in accordance
with the terms of such debt. A governmental entity's willingness or ability to
repay principal and interest due in a timely manner may be affected by, among
other factors, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
governmental entity's policy towards the International Monetary Fund, and the
political constraints to which a governmental entity may be subject.
Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal
and interest arrearages on their debt. The commitment on the part of these
governments, agencies and others to make such disbursements may be conditioned
on a governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt may be requested to participate in the rescheduling of
such debt and to extend further loans to governmental entities. There is no
bankruptcy proceeding by which sovereign debt on which governmental entities
have defaulted may be collected in whole or in part.
Borrowing. Certain Underlying Funds are authorized to borrow money for purposes
of liquidity and to provide for redemptions and distributions. An Underlying
Fund will borrow only when the Adviser believes that borrowing will benefit the
Underlying Fund after taking into account considerations such as the costs of
the borrowing. The Underlying Fund does not expect to borrow for investment
purposes, to increase return or leverage the portfolio. Borrowing by the
Underlying Fund will involve special risk considerations. Although the principal
of the Underlying Fund's borrowings will be fixed, the Underlying Fund's assets
may change in value during the time a borrowing is outstanding, thus increasing
exposure to capital risk.
Municipal Obligations. Certain Underlying Funds may acquire municipal
obligations when, due to disparities in the debt securities markets, the
anticipated total return on such obligations is higher than that on taxable
obligations. The Underlying Fund has no current intention of purchasing
tax-exempt municipal obligations that would amount to greater than 5% of the
Underlying Fund's total assets.
Municipal obligations are issued by or on behalf of states,
territories, and possessions of the U.S., and their political subdivisions,
agencies, and instrumentalities, and the District of Columbia to obtain funds
for various public purposes. The interest on these obligations is generally
exempt from federal income tax in the hands of most investors. The two principal
classifications of municipal obligations are "notes" and "bonds." The return on
municipal obligations is ordinarily lower than that of taxable obligations.
Eastern Europe. Certain Underlying Funds may invest up to 5% of their total
assets in the securities of issuers domiciled in Eastern European countries.
Investments in companies domiciled in Eastern European countries may be subject
to potentially greater risks than those of other foreign issuers. These risks
include (i) potentially less social, political and economic stability; (ii) the
small current size of the markets for such securities and the low volume of
trading, which result in less liquidity and in greater price volatility; (iii)
certain national policies which may restrict the Underlying Fund's investment
opportunities, including restrictions on investment in issuers or industries
deemed sensitive to national interests; (iv) foreign taxation; (v) the absence
of developed legal structures governing private or foreign investment or
allowing for judicial redress for injury to private property; (vi) the absence,
until recently in certain Eastern European countries, of a capital market
structure or market-oriented economy; and (vii) the possibility that recent
favorable economic developments in Eastern Europe may be slowed or reversed by
unanticipated political or social events in such countries, or in the countries
of the former Soviet Union.
<PAGE>
Investments in such countries involve risks of nationalization,
expropriation and confiscatory taxation. The Communist governments of a number
of East European countries expropriated large amounts of private property in the
past, in many cases without adequate compensation, and there may be no assurance
that such expropriation will not occur in the future. In the event of such
expropriation, the Underlying Fund could lose a substantial portion of any
investments it has made in the affected countries. Further, no accounting
standards exist in East European countries. Finally, even though certain East
European currencies may be convertible into U.S. dollars, the conversion rates
may be artificial to the actual market values and may be adverse to the
Underlying Fund's shareholders.
Small Company Risk. The Adviser believes that small companies often have sales
and earnings growth rates which exceed those of larger companies, and that such
growth rates may in turn be reflected in more rapid share price appreciation
over time. However, investing in smaller company stocks involves greater risk
than is customarily associated with investing in larger, more established
companies. For example, smaller companies can have limited product lines,
markets, or financial and managerial resources. Smaller companies may also be
dependent on one or a few key persons, and may be more susceptible to losses and
risks of bankruptcy. Also, the securities of the smaller companies in which
certain Underlying Funds may invest, may be thinly traded (and therefore have to
be sold at a discount from current market prices or sold in small lots over an
extended period of time). Transaction costs in smaller company stocks may be
higher than those of larger companies.
Asset-Indexed Securities. Certain Underlying Funds may purchase asset-indexed
securities which are debt securities usually issued by companies in precious
metals related businesses such as mining, the principal amount, redemption
terms, or interest rates of which are related to the market price of a specified
precious metal. An Underlying Fund will only enter into transactions in publicly
traded asset-indexed securities. Market prices of asset-indexed securities will
relate primarily to changes in the market prices of the precious metals to which
the securities are indexed rather than to changes in market rates of interest.
However, there may not be a perfect correlation between the price movements of
the asset-indexed securities and the underlying precious metals. Asset-indexed
securities typically bear interest or pay dividends at below market rates (and
in certain cases at nominal rates). The Underlying Fund will purchase
asset-indexed securities to the extent permitted by law.
Short Sales Against the Box. Certain Underlying Funds may make short sales of
common stocks if, at all times when a short position is open, an Underlying Fund
owns the stock or owns preferred stocks or debt securities convertible or
exchangeable, without payment of further consideration, into the shares of
common stock sold short. Short sales of this kind are referred to as short sales
"against the box." The broker/dealer that executes a short sale generally
invests cash proceeds of the sale until they are paid to the Underlying Fund.
Arrangements may be made with the broker/dealer to obtain a portion of the
interest earned by the broker on the investment of short sale proceeds. The
Underlying Fund will segregate the common stock or convertible or exchangeable
preferred stock or debt securities in a special account with the Custodian.
Investing in Emerging Markets. Most emerging securities markets in which certain
Underlying Funds may invest, may have substantially less volume and are subject
to less government supervision than U.S. securities markets. Securities of many
issuers in emerging markets may be less liquid and more volatile than securities
of comparable domestic issuers. In addition, there is less regulation of
securities exchanges, securities dealers, and listed and unlisted companies in
emerging markets than in the United States.
Emerging markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions. Delays in
settlement could result in temporary periods when a portion of the assets of an
Underlying Fund is uninvested and no cash is earned thereon. The inability of
the Underlying Fund to make intended security purchases due to settlement
problems could cause the Underlying Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Underlying Fund due to subsequent
declines in value of the portfolio security or, if the Underlying Fund has
entered into a contract to sell the security, could result in possible liability
to the purchaser. Costs associated with transactions in foreign securities are
generally higher than costs associated with transactions in U.S. securities.
Such transactions also involve additional costs for the purchase or sale of
foreign currency.
Foreign investment in certain emerging market debt obligations is
restricted or controlled to varying degrees. These restrictions or controls may
at times limit or preclude foreign investment in certain emerging markets debt
<PAGE>
obligations and increase the costs and expenses of an Underlying Fund. Certain
emerging markets require prior governmental approval of investments by foreign
persons, limit the amount of investment by foreign persons in a particular
company, limit the investment by foreign persons only to a specific class of
securities of a company that may have less advantageous rights than the classes
available for purchase by domiciliaries of the countries and/or impose
additional taxes on foreign investors. Certain emerging markets may also
restrict investment opportunities in issuers in industries deemed important to
national interest.
Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
emerging market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. An Underlying Fund
could be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to the Underlying Fund of any restrictions on investments.
In the course of investment in emerging market debt obligations, an
Underlying Fund will be exposed to the direct or indirect consequences of
political, social and economic changes in one or more emerging markets.
Political changes in emerging market countries may affect the willingness of an
emerging market country governmental issuer to make or provide for timely
payments of its obligations. The country's economic status, as reflected, among
other things, in its inflation rate, the amount of its external debt and its
gross domestic product, also affects its ability to honor its obligations. While
the Underlying Fund will manage its assets in a manner that will seek to
minimize the exposure to such risks, and will further reduce risk by owning the
bonds of many issuers, there can be no assurance that adverse political, social
or economic changes will not cause the Underlying Fund to suffer a loss of value
in respect of the securities in the Underlying Fund's portfolio.
The risk also exists that an emergency situation may arise in one or
more emerging markets as a result of which trading of securities may cease or
may be substantially curtailed and prices for an Underlying Fund's securities in
such markets may not be readily available. The Corporation may suspend
redemption of its shares for any period during which an emergency exists, as
determined by the Securities and Exchange Commission (the "Commission").
Accordingly if the Underlying Fund believes that appropriate circumstances
exist, it will promptly apply to the Commission for a determination that an
emergency is present. During the period commencing from the Underlying Fund's
identification of such condition until the date of the Commission action, the
Underlying Fund's securities in the affected markets will be valued at fair
value determined in good faith by or under the direction of the Board of
Directors.
Volume and liquidity in most foreign bond markets are less than in the
United States and securities of many foreign companies are less liquid and more
volatile than securities of comparable U.S. companies. Fixed commissions on
foreign securities exchanges are generally higher than negotiated commissions on
U.S. exchanges, although an Underlying Fund endeavors to achieve the most
favorable net results on its portfolio transactions. There is generally less
government supervision and regulation of business and industry practices,
securities exchanges, brokers, dealers and listed companies than in the United
States. Mail service between the United States and foreign countries may be
slower or less reliable than within the United States, thus increasing the risk
of delayed settlements of portfolio transactions or loss of certificates for
portfolio securities. In addition, with respect to certain emerging markets,
there is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments which could affect the Underlying
Fund's investments in those countries. Moreover, individual emerging market
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
chart below sets forth the risk ratings of selected emerging market countries'
sovereign debt securities.
<PAGE>
TO BE UPDATED
Sovereign Risk Ratings for Selected Emerging Market Countries as of 2/19/97
(Source: J.P. Morgan Securities, Inc., Emerging Markets Research)
Country Moody's Standard & Poor's
------- ------- -----------------
Chile Baa1 A-
Turkey Ba3 B+
Mexico Ba2 BB
Czech Republic Baa1 A
Hungary Baa3 BBB-
Colombia Baa3 BBB-
Venezuela Ba2 B
Morocco NR NR
Argentina B1 BB-
Brazil B1 B+
Poland Baa3 BBB-
Ivory Coast NR NR
An Underlying Fund may have limited legal recourse in the event of a
default with respect to certain debt obligations it holds. If the issuer of a
fixed-income security owned by the Underlying Fund defaults, the Underlying Fund
may incur additional expenses to seek recovery. Debt obligations issued by
emerging market country governments differ from debt obligations of private
entities; remedies from defaults on debt obligations issued by emerging market
governments, unlike those on private debt, must be pursued in the courts of the
defaulting party itself. The Underlying Fund's ability to enforce its rights
against private issuers may be limited. The ability to attach assets to enforce
a judgment may be limited. Legal recourse is therefore somewhat diminished.
Bankruptcy, moratorium and other similar laws applicable to private issuers of
debt obligations may be substantially different from those of other countries.
The political context, expressed as an emerging market governmental issuer's
willingness to meet the terms of the debt obligation, for example, is of
considerable importance. In addition, no assurance can be given that the holders
of commercial bank debt may not contest payments to the holders of debt
obligations in the event of default under commercial bank loan agreements. With
four exceptions, (Panama, Cuba, Costa Rica and Yugoslavia), no sovereign
emerging markets borrower has defaulted on an external bond issue since World
War II.
Income from securities held by an Underlying Fund could be reduced by a
withholding tax on the source or other taxes imposed by the emerging market
countries in which the Underlying Fund makes its investments. The Underlying
Fund's net asset value may also be affected by changes in the rates or methods
of taxation applicable to the Underlying Fund or to entities in which the
Underlying Fund has invested. The Adviser will consider the cost of any taxes in
determining whether to acquire any particular investments, but can provide no
assurance that the taxes will not be subject to change.
Many emerging markets have experienced substantial, and in some periods
extremely high rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain emerging market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain countries. Of these countries, some, in recent years, have
begun to control inflation through prudent economic policies.
Emerging market governmental issuers are among the largest debtors to
commercial banks, foreign governments, international financial organizations and
other financial institutions. Certain emerging market governmental issuers have
not been able to make payments of interest on or principal of debt obligations
as those payments have come due. Obligations arising from past restructuring
agreements may affect the economic performance and political and social
stability of those issuers.
Governments of many emerging market countries have exercised and
continue to exercise substantial influence over many aspects of the private
sector through the ownership or control of many companies, including some of the
<PAGE>
largest in any given country. As a result, government actions in the future
could have a significant effect on economic conditions in emerging markets,
which in turn, may adversely affect companies in the private sector, general
market conditions and prices and yields of certain of the securities in the
Underlying Fund's portfolio. Expropriation, confiscatory taxation,
nationalization, political, economic or social instability or other similar
developments have occurred frequently over the history of certain emerging
markets and could adversely affect the Underlying Fund's assets should these
conditions recur.
The ability of emerging market country governmental issuers to make
timely payments on their obligations is likely to be influenced strongly by the
issuer's balance of payments, including export performance, and its access to
international credits and investments. An emerging market whose exports are
concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased
protectionism on the part of an emerging market's trading partners could also
adversely affect the country's exports and diminish its trade account surplus,
if any. To the extent that emerging markets receive payment for its exports in
currencies other than dollars or non-emerging market currencies, its ability to
make debt payments denominated in dollars or non-emerging market currencies
could be affected.
To the extent that an emerging market country cannot generate a trade
surplus, it must depend on continuing loans from foreign governments,
multilateral organizations or private commercial banks, aid payments from
foreign governments and on inflows of foreign investment. The access of emerging
markets to these forms of external funding may not be certain, and a withdrawal
of external funding could adversely affect the capacity of emerging market
country governmental issuers to make payments on their obligations. In addition,
the cost of servicing emerging market debt obligations can be affected by a
change in international interest rates since the majority of these obligations
carry interest rates that are adjusted periodically based upon international
rates.
Another factor bearing on the ability of emerging market countries to
repay debt obligations is the level of international reserves of the country.
Fluctuations in the level of these reserves affect the amount of foreign
exchange readily available for external debt payments and thus could have a
bearing on the capacity of emerging market countries to make payments on these
debt obligations.
Mining and exploration risks. The business of gold mining by its nature involves
significant risks and hazards, including environmental hazards, industrial
accidents, labor disputes, discharge of toxic chemicals, fire, drought, flooding
and natural acts. The occurrence of any of these hazards can delay production,
increase production costs and result in liability to the operator of the mines.
A mining operation may become subject to liability for pollution or other
hazards against which it has not insured or cannot insure, including those in
respect of past mining activities for which it was not responsible.
Exploration for gold and other precious metals is speculative in
nature, involves many risks and frequently is unsuccessful. There can be no
assurance that any mineralisation discovered will result in an increase in the
proven and probable reserves of a mining operation. If reserves are developed,
it can take a number of years from the initial phases of drilling and
identification of mineralisation until production is possible, during which time
the economic feasibility of production may change. Substantial expenditures are
required to establish ore reserves properties and to construct mining and
processing facilities. As a result of these uncertainties, no assurance can be
given that the exploration programs undertaken by a particular mining operation
will actually result in any new commercial mining.
Investments Involving Above-Average Risk. Certain Underlying Funds may purchase
securities involving above-average risk. For example, an Underlying Fund has
invested from time to time in relatively new companies but is limited by a
non-fundamental policy that it may not invest more than 5% of its total assets
in companies that, with their predecessors, have been in continuous operation
for less than three years. The Underlying Fund's portfolio may also include the
securities of small or little-known companies, commonly referred to as emerging
growth companies, that the Adviser believes have above-average earnings growth
potential and/or may receive greater market recognition. Both factors are
believed to offer significant opportunity for capital appreciation. Investment
risk is higher than that normally associated with larger, older companies due to
the higher business risks associated with small size, frequently narrow product
lines and relative immaturity. To help reduce risk, the Underlying Fund
allocates its investments among many companies and different industries.
<PAGE>
The securities of such companies are often traded only over-the-counter
and may not be traded in the volume typical of trading on a national securities
exchange. As a result, the disposition by the Underlying Fund of holdings of
such securities may require the Underlying Fund to offer a discount from recent
prices or to make many small sales over a lengthy period of time. Such
securities may be subject to more abrupt or erratic market movements than those
typically encountered on national securities exchanges.
<PAGE>
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits
- --------
<S> <C> <C>
(a) Declaration of Trust dated October 26, 1998 is filed
herein.
(b) By-Laws dated October 26, 1998 are filed herein.
(c) Inapplicable.
(d) Investment Management Agreement between the Registrant
and Scudder Kemper Investments, Inc. dated
____________, 199_.
(To be filed by amendment.)
(e) Underwriting Agreement between the Registrant and
Kemper Distributors, Inc. dated __________, 199_.
(To be filed by amendment.)
(f) Inapplicable.
(g) Custodian Contract between the Registrant and State
Street Bank and Trust Company dated __________, 199_.
(To be filed by amendment.)
(h) (h)(1) [Special Servicing Agreement between the Registrant,
certain of the Underlying Funds, Kemper Service
Company, Scudder Fund Accounting Corporation, Scudder
Trust Company and Scudder Kemper Investments, Inc.
dated _____________, 199_.]
[(To be filed by amendment.)]
(h)(2) Transfer Agency and Service Agreement between the
Registrant and Kemper Service Company dated
_____________, 199_.
(To be filed by amendment.)
(h)(3) [COMPASS Service Agreement between the Registrant and
Scudder Trust Company.]
(To be filed by amendment.)
(h)(4)(a) Fund Accounting Services Agreement between [Farmers
Funds]: Income Portfolio and Scudder Fund Accounting
Corporation dated __________, 199_.
(To be filed by amendment.)
(h)(4)(b) Fund Accounting Services Agreement between [Farmers
Funds]: Conservative Portfolio and Scudder Fund
Accounting Corporation dated __________, 199_.
(To be filed by amendment.)
(h)(4)(c) Fund Accounting Services Agreement between [Farmers
Funds]: Balanced Portfolio and Scudder Fund Accounting
Corporation dated __________, 199_.
(To be filed by amendment.)
<PAGE>
(h)(4)(d) Fund Accounting Services Agreement between [Farmers
Funds]: Growth and Income Portfolio and Scudder Fund
Accounting Corporation dated ___________, 199_.
(To be filed by amendment.)
(h)(4)(e) Fund Accounting Services Agreement between [Farmers
Funds]: Growth Portfolio and Scudder Fund Accounting
Corporation dated ___________, 199_.
(To be filed by amendment.)
(i) Opinion and Consent of Counsel as to legality of
shares being registered.
(To be filed by amendment.)
(j) Consent of Independent Accountants.
(To be filed by amendment.)
(k) Inapplicable
(l) Inapplicable
(m) Master Distribution Plan pursuant to Rule 12b-1.
(To be filed by amendment.)
(n) Inapplicable
(o) Inapplicable
2
<PAGE>
Item 24. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
All of the outstanding shares of the Registrant, representing all of the interests in the
[Farmers Funds], on the date Registrant's Registration Statement becomes effective will be
owned by Kemper Distributors, Inc. ("The Distributor").
Item 25. Indemnification
- -------- ---------------
A policy of insurance covering Scudder Kemper Investments, Inc., its subsidiaries including
Kemper Distributors, Inc., and all of the registered investment companies advised by Scudder
Kemper Investments, Inc. insures the Registrant's trustees and officers and others against
liability arising by reason of an alleged breach of duty caused by any negligent act, error or
accidental omission in the scope of their duties.
Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration of Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No Shareholder shall be
subject to any personal liability whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever to any Person, other than to the
Trust or its Shareholders, in connection with Trust Property or the affairs of the Trust, save
only that arising from bad faith, willful misfeasance, gross negligence or reckless disregard
of his duties with respect to such Person; and all such Persons shall look solely to the Trust
Property for satisfaction of claims of any nature arising in connection with the affairs of the
Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability of the Trust, he shall
not, on account thereof, be held to any personal liability. The Trust shall indemnify and hold
each Shareholder harmless from and against all claims and liabilities, to which such
Shareholder may become subject by reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and reimbursement required by
the preceding sentence shall be made only out of the assets of the one or more Series of which
the Shareholder who is entitled to indemnification or reimbursement was a Shareholder at the
time the act or event occurred which gave rise to the claim against or liability of said
Shareholder. The rights accruing to a Shareholder under this Section 4.1 shall not impair any
other right to which such Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee or agent of the
Trust shall be liable to the Trust, its Shareholders, or to any Shareholder, Trustee, officer,
employee, or agent thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach of trust)
except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations
contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the Trust shall be
indemnified by the Trust to the fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being
or having been a Trustee or officer and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceedings (civil, criminal, administrative or other, including appeals),
actual or
3
<PAGE>
threatened; and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or officer:
(i) against any liability to the Trust, a Series thereof, or the Shareholders by
reason of a final adjudication by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been finally adjudicated not
to have acted in good faith in the reasonable belief that his action was in the best interest
of the Trust;
(iii) in the event of a settlement or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in a payment by a Trustee or
officer, unless there has been a determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office:
(A) by the court or other body approving the settlement or other disposition;
or
(B) based upon a review of readily available facts (as opposed to a full
trial-type inquiry) by (x) vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested Trustees then in office act
on the matter) or (y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against by policies
maintained by the Trust, shall be severable, shall not affect any other rights to which any
Trustee or officer may now or hereafter be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall insure to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing contained herein shall affect any rights
to indemnification to which personnel of the Trust other than Trustees and officers may be
entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim, action, suit
or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced
by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf
of the recipient to repay such amount if it is ultimately determined that he is not entitled to
indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other appropriate security
provided by the recipient, or the Trust shall be insured against losses arising out of any such
advances; or
(ii) a majority of the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees act on the matter) or an independent legal counsel in a
written opinion shall determine, based upon a review of readily available facts (as opposed to
a full trial-type inquiry), that there is reason to believe that the recipient ultimately will
be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i) an
"Interested Person" of the Trust (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the Commission), or (ii) involved in
the claim, action, suit or proceeding.
4
<PAGE>
Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and employees
who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, ZKI Holding Corporation xx
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporationoo
Director and Secretary, SFA, Inc.*
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
5
<PAGE>
Director, Korea Bond Fund Management Co., Ltd.+
Cornelia M. Small Director and Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporationoo
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
o Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
Item 27. Principal Underwriters.
- -------- -----------------------
(a)
Kemper Distributors, Inc. acts as principal underwriter of the Registrant's shares and also acts as
principal underwriter for other funds managed by Scudder Kemper Investments, Inc.
(b)
Information on the officers and directors of Kemper Distributors, Inc., principal underwriter for the
Registrant is set forth below. The principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
(1) (2) (3)
Position and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
James L. Greenawalt President None
Thomas W. Littauer Director, Chief Executive Officer None
Kathryn L. Quirk Director, Secretary, Chief Legal None
Officer & Vice President
James J. McGovern Chief Financial Officer & Chief None
Compliance Officer
Linda J. Wondrack Vice President & Chief Compliance None
Officer
6
<PAGE>
Position and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
William M. Thomas Vice President None
Elizabeth C. Werth Vice President None
Todd N. Gierke Assistant Treasurer None
Phillip J. Collora Assistant Secretary None
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Daniel Pierce Director, Chairman None
Mark S. Casady Director, Vice Chairman None
Stephen R. Beckwith Director None
(c) Not applicable
Item 28. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be maintained by Section 31(a) of the
1940 Act and the Rules promulgated thereunder are maintained by Scudder Kemper Investments,
Inc., Two International Place, Boston, MA 02110-4103. Records relating to the duties of the
Registrant's custodian are maintained by State Street Bank & Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110. Records relating to the duties of the Registrant's
transfer agent are maintained by Kemper Service Company, 811 Main Street, Kansas City, Missouri
64105. Records relating to the duties of the Registrant's pricing agent are maintained by
Scudder Fund Accounting Corporation, Two International Place, Boston, Massachusetts
02110-4103. Records relating to the duties of the Registrant's underwriter are maintained by
Kemper Distributors, Inc., 811 Main Street, Kansas City, Missouri 64105.
</TABLE>
Item 29. Management Services.
- -------- --------------------
Inapplicable.
7
<PAGE>
Item 30. Undertakings
- -------- ------------
Inapplicable.
8
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
29th day of October, 1998.
FARMERS INVESTMENT TRUST
By /s/Caroline Pearson
-------------------
Caroline Pearson, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Daniel Pierce
- --------------------------------------
Daniel Pierce President (Principal Executive October 29, 1998
Officer) and Trustee
/s/Caroline Pearson
- --------------------------------------
Caroline Pearson Trustee, Vice President and Secretary October 29, 1998
/s/Dennis P. Gallagher
- --------------------------------------
Dennis P. Gallagher Trustee, Vice President and Treasurer October 29, 1998
(Principal Financial and Accounting
Officer)
</TABLE>
<PAGE>
File No. ________
File No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. _
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. _
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
FARMERS INVESTMENT TRUST
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FARMERS INVESTMENT TRUST
EXHIBIT INDEX
Exhibit (a)
Exhibit (b)
DECLARATION OF TRUST
OF
FARMERS INVESTMENT TRUST
DATED: OCTOBER 26, 1998
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TABLE OF CONTENTS
Page
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ARTICLE I
NAME AND DEFINITIONS..........................................................1
Section 1.1. Name...............................................1
Section 1.2. Definitions........................................1
ARTICLE II
TRUSTEES......................................................................3
Section 2.1. General Powers.....................................3
Section 2.2. Investments........................................4
Section 2.3. Legal Title........................................5
Section 2.4. Issuance and Repurchase of Shares..................6
Section 2.5. Delegation; Committees.............................6
Section 2.6. Collection and Payment.............................6
Section 2.7. Expenses...........................................6
Section 2.8. Manner of Acting; By-laws..........................6
Section 2.9. Miscellaneous Powers...............................7
Section 2.10. Principal Transactions.............................7
Section 2.11. Number of Trustees.................................7
Section 2.12. Election and Term..................................8
Section 2.13. Resignation and Removal............................8
Section 2.14. Vacancies..........................................8
Section 2.15. Delegation of Power to Other Trustees..............9
Section 2.16. Shareholder Vote, Etc..............................9
Section 2.17. Independent Trustees...............................9
ARTICLE III
CONTRACTS.....................................................................9
Section 3.1. Distribution Contract..............................9
Section 3.2. Advisory or Management Contract....................9
Section 3.3. Affiliations of Trustees or Officers, Etc.........10
Section 3.4. Compliance with 1940 Act..........................10
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS................11
Section 4.1. No Personal Liabilities of Shareholders,
Trustees, Etc..................................11
Section 4.2. Non-Liability of Trustees, Etc....................11
Section 4.3. Mandatory Indemnification.........................11
Section 4.4. No Bond Required of Trustees......................13
Section 4.5. No Duty of Investigation; Notice in
Trust Instruments, Etc.........................13
Section 4.6. Reliance on Experts, Etc..........................13
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ARTICLE V
SHARES OF BENEFICIAL INTEREST................................................14
Section 5.1. Beneficial Interest...............................14
Section 5.2. Rights of Shareholders............................14
Section 5.3. Trust Only........................................14
Section 5.4. Issuance of Shares................................14
Section 5.5. Register of Shares................................15
Section 5.6. Transfer of Shares................................15
Section 5.7. Notices, Reports..................................15
Section 5.8. Treasury Shares...................................16
Section 5.9. Voting Powers.....................................16
Section 5.10. Meetings of Shareholders..........................16
Section 5.11. Series Designation................................16
Section 5.12. Assent to Declaration of Trust....................18
Section 5.13. Class Designation.................................18
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES..........................................19
Section 6.1. Redemption of Shares..............................19
Section 6.2. Price.............................................19
Section 6.3. Payment...........................................20
Section 6.4. Effect of Suspension of Determination of Net
Asset Value....................................20
Section 6.5. Repurchase by Agreement...........................20
Section 6.6. Redemption of Shareholder's Interest..............20
Section 6.7. Redemption of Shares in Order to Qualify as
Regulated Investment Company; Disclosure
of Holding.....................................20
Section 6.8. Reductions in Number of Outstanding Shares
Pursuant to Net Asset Value Formula............21
Section 6.9. Suspension of Right of Redemption.................21
ARTICLE VII
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS...............21
Section 7.1. Net Asset Value...................................21
Section 7.2. Distributions to Shareholders.....................22
Section 7.3. Determination of Net Income; Constant Net Asset
Value; Reduction of Outstanding Shares..........23
Section 7.4. Allocation Between Principal and Income...........23
Section 7.5. Power to Modify Foregoing Procedures..............23
ARTICLE VIII
DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC......................24
Section 8.1. Duration..........................................24
Section 8.2. Termination of Trust or Series of the Trust.......24
Section 8.3. Amendment Procedure...............................24
Section 8.4. Merger, Consolidation and Sale of Assets..........25
Section 8.5. Incorporation.....................................25
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ARTICLE IX
REPORTS TO SHAREHOLDERS......................................................26
ARTICLE X
MISCELLANEOUS................................................................26
Section 10.1. Filing............................................26
Section 10.2. Governing Law.....................................26
Section 10.3. Counterparts......................................26
Section 10.4. Reliance by Third Parties.........................27
Section 10.5. Provisions in Conflict with Law or Regulations....27
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DECLARATION OF TRUST
OF
FARMERS INVESTMENT TRUST
DATED: OCTOBER 26, 1998
DECLARATION OF TRUST made October 26, 1998 by the undersigned Trustee;
WHEREAS, the Trustees hereunder are desirous of forming a trust for the
purposes of carrying on the business of a management investment company;
WHEREAS, the Trust has a principal place of business at Two International
Place, Boston, Massachusetts 02110; and
WHEREAS, in furtherance of such purposes, the Trustees are acquiring and
may hereafter acquire assets and properties, to hold and manage as trustees of a
Massachusetts voluntary association with transferable shares in accordance with
the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets and properties which they may from time to time
acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of
the same upon the following terms and conditions for the pro rata benefit of the
holders from time to time of shares in this Trust as hereinafter set forth.
NOW, THEREFORE, the Trustees restate the Declaration of Trust as follows:
ARTICLE I
NAME AND DEFINITIONS
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Section 1.1. Name. The name of the trust created hereby is the "Farmers
Investment Trust."
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "By-laws" means the By-laws referred to in Section 2.8 hereof, as from
time to time amended.
(b) "Class" means the two or more Classes as may be established and
designated from time to time by the Trustees pursuant to Section 5.13 hereof.
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(c) The term "Commission" has the meaning given it in the 1940 Act. The
term "Interested Person" has the meaning given it in the 1940 Act, as modified
by any applicable order or orders of the Commission. Except as otherwise defined
by the Trustees in conjunction with the establishment of any series of Shares,
the term "vote of a majority of the Shares outstanding and entitled to vote"
shall have the same meaning as the term "vote of a majority of the outstanding
voting securities" given it in the 1940 Act.
(d) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the Investment Company Act of
1940, but does not include a system for the central handling of securities
described in said Section 17(f).
(e) "Declaration" means this Declaration of Trust, as further amended from
time to time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
(f) "Distributor" means the party, other than the Trust, to the contract
described in Section 3.1 hereof.
(g) "His" shall include the feminine and neuter, as well as the masculine,
genders.
(h) "Investment Adviser" means the party, other than the Trust, to the
contract described in Section 3.2 hereof.
(i) "Municipal Bonds" means obligations issued by or on behalf of states,
territories of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities or other issuers, the
interest from which is exempt from regular Federal income tax.
(j) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.
(k) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof.
(l) "Series" individually or collectively means the two or more Series as
may be established and designated from time to time by the Trustees pursuant to
Section 5.11 hereof. Unless the context otherwise requires, the term "Series"
shall include Classes into which shares of the Trust, or of a Series, may be
divided from time to time.
(m) "Shareholder" means a record owner of Outstanding Shares.
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(n) "Shares" means the equal proportionate units of interest into which the
beneficial interest in the Trust shall be divided from time to time, including
the Shares of any and all Series and Classes which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares. "Outstanding
Shares" means those Shares shown as of a time and from time to time on the books
of the Trust or its Transfer Agent as then issued and outstanding, but shall not
include Shares which have been redeemed or repurchased by the Trust and which
are at the time held in the treasury of the Trust.
(o) "Transfer Agent" means any one or more Persons other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
(p) The "Trust" means Farmers Investment Trust.
(q) The "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees.
(r) The "Trustees" means the person or persons who has or have signed this
Declaration, so long as he or they shall continue in office in accordance with
the terms hereof, and all other persons who may from time to time or be duly
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in this capacity or their capacities as trustees hereunder.
ARTICLE II
TRUSTEES
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Section 2.1. General Powers. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to be the
same extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
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The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct of
such operations.
(b) To invest in, hold for investment, or reinvest in, securities,
including shares of open-end investment companies; common and preferred
stocks; warrants; bonds, debentures, bills, time notes and all other
evidences of indebtedness; negotiable or non-negotiable instruments;
government securities, including securities of any state, municipality or
other political subdivision thereof, or any governmental or
quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper,
bankers acceptances and all kinds of repurchase agreements, of any
corporation, company, trust, association, firm or other business
organization however established, and of any country, state, municipality
or other political subdivision, or any governmental or quasi-governmental
agency or instrumentality.
(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend, and to pledge any such securities
and to enter into repurchase agreements and forward foreign currency
exchange contracts, to purchase and sell futures contracts on securities,
securities indices and foreign currencies, to purchase or sell options on
such contracts, foreign currency contracts and foreign currencies and to
engage in all types of hedging and risk management transactions.
(d) To exercise all rights, powers and privileges of ownership or
interest in all securities, repurchase agreements, futures contracts and
options and other assets included in the Trust Property, including the
right to vote thereon and otherwise act with respect thereto and to do all
acts for the preservation, protection, improvement and enhancement in value
of all such assets.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real
or personal, including cash, and any interest therein.
(f) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; to endorse, guarantee,
or undertake the performance of any obligation or engagement of any other
Person and to lend Trust Property.
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(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in
the Trust Property or in the affairs of which the Trustees have any direct
or indirect interest; to do all acts and things designed to protect, to
preserve, improve or enhance the value of such obligation or interest, and
to guarantee or become surety on any or all of the contracts, stocks,
bonds, notes, debentures and other obligations of any such corporation,
company, trust, association or firm.
(h) To enter into a plan of distribution and any related agreements
whereby the Trust may finance directly or indirectly any activity which is
primarily intended to result in the sale of Shares.
(i) To invest, through a transfer of cash, securities and other assets
or otherwise, all or a portion of the Trust Property, or to sell all or a
portion of the Trust Property and invest the proceeds of such sales, in
another investment company that is registered under the 1940 Act.
(j) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment
of any object or the furtherance of any power herein before set forth,
either alone or in association with others, and to do every other act or
thing incidental or appurtenant to or growing out of or connected with the
aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property, including
the property of any Series of the Trust, shall be vested in the Trustees as
joint tenants except that the Trustees shall have power to cause legal title to
any Trust Property to be held by or in the name of one or more of the Trustees,
or in the name of the Trust, or in the name of any other Person as nominee, on
such terms as the Trustees may determine, provided that the interest of the
Trust therein is deemed appropriately protected. The right, title and interest
of the Trustees in the Trust Property and the property of each Series of the
Trust shall vest automatically in each Person who may hereafter become a
Trustee. Upon the termination of the term of office, resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property or the property of any Series of the
Trust, and the right, title and interest of such Trustee in the Trust Property
shall vest automatically in the remaining Trustees. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.
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Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the
provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the particular Series of the Trust with respect
to which such Shares are issued, whether capital or surplus or otherwise, to the
full extent now or hereafter permitted by the laws of the Commonwealth of
Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the same extent as such
delegation is permitted by the 1940 Act.
Without limiting the generality of the foregoing provisions of this Section
2.5, the Trustees shall have power to appoint by resolution a committee
consisting of at least one of the Trustees then in office to determine whether
(a) refusing a demand by a shareholder to initiate an action, suit, or
proceeding on behalf of the Trust, or (b) dismissing, settling, reviewing, or
investigating any action, suit, or proceeding that is brought or threatened to
be brought before any court, administrative agency or other adjudicatory body,
as the case may be, is in the best interests of the Trust. That committee shall
consist entirely of Trustees each of whom is not an "Interested Person" as the
term is defined in Section 1.2 hereof.
Section 2.6. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.
Section 2.7. Expenses. The Trustees shall have the power to incur and pay
any expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein
or in the By-laws, any action to be taken by the Trustees may be taken by a
majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of the entire number
of Trustees then in office. The Trustees may adopt By-laws not inconsistent with
this Declaration to provide for the conduct of the business of the Trust and may
amend or repeal such By-laws to the extent such power is not reserved to the
Shareholders.
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Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11, hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the
Trust; (b) enter into joint ventures, partnerships and any other combinations or
associations; (c) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees as they consider appropriate, and appoint from their own number, and
terminate, any one or more committees which may exercise some or all of the
power and authority of the Trustees as the Trustees may determine; (d) purchase,
and pay for out of Trust Property, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (e) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify any person with whom the Trust has dealings, including the Investment
Adviser, Distributor, Transfer Agent and selected dealers, to such extent as the
Trustees shall determine; (g) guarantee indebtedness or contractual obligations
of others; (h) determine and change the fiscal year of the Trust and the method
by which its accounts shall be kept; and (i) adopt a seal for the Trust, but the
absence of such seal shall not impair the validity of any instrument executed on
behalf of the Trust.
Section 2.10. Principal Transactions. Except in transactions not permitted
by the 1940 Act or rules and regulations adopted by the Commission, the Trustees
may, on behalf of the Trust, buy any securities from or sell any securities to,
or lend any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with the Investment Adviser, Distributor or Transfer
Agent or with any Interested Person of such Person; and the Trust may employ any
such Person, or firm or company in which such Person is an Interested Person, as
broker, dealer, legal counsel, registrar, Transfer Agent, dividend disbursing
agent or Custodian upon customary terms.
Section 2.11. Number of Trustees. The number of Trustees shall initially be
one (1), and thereafter shall be such number as shall be fixed from time to time
by a written instrument signed by a majority of the Trustees.
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Section 2.12. Election and Term. Except for the Trustees named herein or
appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall
be elected by the Shareholders owning of record a plurality of the Shares voting
at a meeting of Shareholders. Such a meeting shall be held on a date fixed by
the Trustees. Except in the event of resignation or removals pursuant to Section
2.13 hereof, each Trustee shall hold office until such time as less than a
majority of the Trustees holding office have been elected by Shareholders, and
thereafter until the holding of a Shareholders' meeting as required by the next
following sentence. In such event the Trustees then in office will call a
Shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances, the Trustees shall continue to hold office and may appoint
successor Trustees.
Section 2.13. Resignation and Removal. Any Trustee may resign his trust
(without the need for any prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than one) with cause, by
the action of two-thirds of the remaining Trustees. Any Trustee may be removed
at any meeting of Shareholders by vote of two thirds of the Outstanding Shares.
The Trustees shall promptly call a meeting of the Shareholders for the purpose
of voting upon the question of removal of any such Trustee or Trustees when
requested in writing so to do by the holders of not less than ten percent (10%)
of the Outstanding Shares, and in that connection, the Trustees will assist
shareholder communications to the extent provided for in Section 16(c) under the
1940 Act. Upon the resignation or removal of a Trustee, or his otherwise ceasing
to be a Trustee, he shall execute and deliver such documents as the remaining
Trustees shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property or property of any Series of the Trust
held in the name of the resigning or removed Trustee. Upon the incapacity or
death of any Trustee, his legal representative shall execute and deliver on his
behalf such documents as the remaining Trustees shall require as provided in the
preceding sentence.
Section 2.14. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other incapacity to perform the duties
of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill
such vacancy by the appointment of such other person as they in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing such appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the number
of Trustees. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as
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provided in this Section 2.14, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by the Declaration. A written
instrument certifying the existence of such vacancy signed by a majority of the
Trustees in office shall be conclusive evidence of the existence of such
vacancy.
Section 2.15. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
less than two (2) Trustees personally exercise the powers granted to the
Trustees under this Declaration except as herein otherwise expressly provided.
Section 2.16. Shareholder Vote, etc.
Not Required. Except to the extent specifically provided to the contrary in
this Declaration, the Trustees may exercise each of the powers granted to them
in this Declaration without the vote, approval or agreement of the shareholders
unless such a vote, approval, or agreement is required by the 1940 Act or
applicable laws of the Commonwealth of Massachusetts.
Section 2.17. Independent Trustees.
A Trustee who with respect to the Trust is not an Interested Person shall
be deemed to be independent and disinterested when making any determination or
taking any action as Trustee.
ARTICLE III
CONTRACTS
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Section 3.1. Distribution Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive underwriting contract
or contracts providing for the sale of Shares at a price based on the net asset
value of a Share, whereby the Trustees may either agree to sell the Shares to
the other party to the contract or appoint such other party their sales agent
for the Shares, and in either case on such terms and conditions, if any, as may
be prescribed in the By-laws; and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Article III or of the By-laws; and such contract may also provide for
the repurchase of the Shares by such other party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into an investment advisory or management
contract or separate advisory contracts with respect to one or more Series
whereby the other party to such contract shall undertake to furnish to the Trust
such management, investment advisory, statistical and research facilities and
services and such other facilities and services, if any, and all upon such terms
and conditions as the Trustees may in their discretion determine, including the
grant of authority to such other party to determine what securities shall be
purchased or sold by the Trust and what
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portion of its assets shall be uninvested, which authority shall include the
power to make changes in the investments of the Trust or any Series.
The Trustees may also employ, or authorize the Investment Adviser to
employ, one or more sub-advisers from time to time to perform such of the acts
and services of the Investment Adviser and upon such terms and conditions as may
be agreed upon between the Investment Adviser and such sub-advisers and approved
by the Trustees. Any reference in this Declaration to the Investment Adviser
shall be deemed to include such sub-advisers unless the context otherwise
requires.
Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of
any organization, with which a contract of the character described in
Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent,
accounting agent or disbursing agent or for related services may have been
or may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder of or has an interest in the Trust, or
that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent, accounting
agent or disbursing agent or for related services may have been or may
hereafter be made also has any one or more of such contracts with one or
more other partnerships, corporations, trusts, associations or other
organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
Section 3.4. Compliance with 1940 Act. Any contract entered into pursuant
to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements
of Section 15 of the 1940 Act (including any amendment thereof or other
applicable act of Congress hereafter enacted), as modified by any applicable
order or orders of the Commission, with respect to its continuance in effect,
its termination and the method of authorization and approval of such contract or
renewal thereof.
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ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
-------------------
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person; and all such
Persons shall look solely to the Trust Property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability of the
Trust, he shall not, on account thereof, be held to any personal liability. The
Trust shall indemnify and hold each Shareholder harmless from and against all
claims and liabilities, to which such Shareholder may become subject by reason
of his being or having been a Shareholder, and shall reimburse such Shareholder
for all legal and other expenses reasonably incurred by him in connection with
any such claim or liability. The indemnification and reimbursement required by
the preceding sentence shall be made only out of the assets of the one or more
Series of which the Shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the act or event occurred which gave
rise to the claim against or liability of said Shareholder. The rights accruing
to a Shareholder under this Section 4.1 shall not impair any other right to
which such Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not specifically provided
herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his own
bad faith, willful misfeasance, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or officer and against amounts paid or incurred by him in the settlement
thereof;
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(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or officer:
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other body before
which a proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or
(iii) in the event of a settlement or other disposition not involving
a final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in a
payment by a Trustee or officer, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office:
(A) by the court or other body approving the settlement or
other disposition; or
(B) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a majority
of the Disinterested Trustees then in office act on the matter), or
(y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of
this Section 4.3 may be advanced by the Trust prior to a final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined that he is not entitled to
indemnification under this Section 4.3, provided that either:
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(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter)
or an independent legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who (i) is
not an Interested Person of the Trust (including anyone who has been exempted
from being an Interested Person by any rule, regulation or order of the
Commission), or (ii) is not involved in the claim, action, suit or proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, Transfer Agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking, and every other
act or thing whatsoever executed in connection with the Trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust under any such instrument are not binding upon
any of the Trustees or Shareholders individually, but bind only the trust
estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees individually. The Trustees shall at all times maintain insurance for
the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee and officer or employee
of the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with
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reasonable care by the Trustees, officers or employees of the Trust, regardless
of whether such counsel or expert may also be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
-----------------------------
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, all
of one class, except as provided in Section 5.11 and Section 5.13 hereof, par
value $.01 per share, provided, that the par value of the outstanding, and
authorized but unissued, shares of any Series may be changed by a written
instrument referred to in Section 5.11 hereof. The number of Shares of
beneficial interest authorized hereunder is unlimited. All Shares issued
hereunder including, without limitation, Shares issued in connection with a
dividend in Shares or a split of Shares, shall be fully paid and non-assessable.
Section 5.2. Rights of Shareholders. The ownership of the Trust Property
and the property of each Series of the Trust of every description and the right
to conduct any business herein before described are vested exclusively in the
Trustees, and the Shareholders shall have no interest therein other than the
beneficial interest conferred by their Shares, and they shall have no right to
call for any partition or division of any property, profits, rights or interests
of the Trust nor can they be called upon to share or assume any losses of the
Trust or suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights,
except as the Trustees may determine with respect to any Series of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create only
the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may, from
time to time without vote of the Shareholders, issue Shares, in addition to the
then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, and may in such manner acquire other assets (including the acquisition of
assets subject to, and in connection with the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares and Shares held in the treasury. The Trustees may from time to
time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or 1/1,000ths of a Share or integral multiples thereof.
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Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in the
By-laws provided, until he has given his address to the Transfer Agent or such
other officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Except as otherwise provided by the
Trustees, Shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereunto duly authorized in writing, upon
delivery to the Trustees or the Transfer Agent of a duly executed instrument of
transfer, together with such evidence of the genuineness of each such execution
and authorization and of other matters as may reasonably be required. Upon such
delivery the transfer shall be recorded on the register of the Trust. Until such
record is made, the Shareholder of record shall be deemed to be the holder of
such Shares for all purposes hereunder and neither the Trustees nor any Transfer
Agent or registrar nor any officer, employee or agent of the Trust shall be
affected by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.
Section 5.7. Notices, Reports. Any and all notices to which any Shareholder
may be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of record at his
last known address as recorded on the register of the Trust. A notice of a
meeting, an annual report and any other communication to Shareholders need not
be sent to a Shareholder (i) if an annual report and a proxy statement for two
consecutive shareholder meetings have been mailed to such Shareholder's address
and have been returned as undeliverable, (ii) if all, and at least two, checks
(if sent by first class mail) in payment of dividends on Shares during a
twelve-month period have been mailed to such Shareholder's address and have been
returned as undeliverable or (iii) in any other case in which a proxy statement
concerning a meeting of security holders is not required to be given pursuant to
the Commission's proxy rules as from time to time in effect under the Securities
Exchange Act of 1934. However, delivery of such proxy statements, annual reports
and other communications shall resume if and when such Shareholder delivers or
causes to be delivered to the Trust written notice setting forth such
Shareholder's then current address.
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Section 5.8. Treasury Shares. Shares held in the treasury shall, until
reissued pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.12; (ii) for the
removal of Trustees as provided in Section 2.13; (iii) with respect to
termination of the Trust as provided in Section 8.2; (iv) with respect to any
amendment of this Declaration to the extent and as provided in Section 8.3; (v)
to the same extent as the stockholders of Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or any Series or Class thereof or the Shareholders (provided, however, that a
Shareholder of a particular Series or Class shall not be entitled to bring a
derivative or class action on behalf of any other Series or Class (or
Shareholder of any other Series or Class) of the Trust); and (vi) with respect
to such additional matters relating to the Trust as may be required by this
Declaration, the By-laws or any registration of the Trust as an investment
company under the 1940 Act with the Commission (or any successor agency) or as
the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote, except
that the Trustees may, in conjunction with the establishment of any Series or
Class of Shares, establish or reserve the right to establish conditions under
which the several Series or Classes shall have separate voting rights or, if a
Series or Class would not, in the sole judgment of the Trustees, be materially
affected by a proposal, no voting rights. There shall be no cumulative voting in
the election of Trustees. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law, this Declaration
or the By-laws to be taken by Shareholders. The By-laws may include further
provisions for Shareholders' votes and meetings and related matters.
Section 5.10. Meetings of Shareholders. Meetings of Shareholders may be
called at any time by the President, and shall be called by the President and
Secretary at the request in writing or by resolution, of a majority of Trustees,
or at the written request of the holder or holders of ten percent (10%) or more
of the total number of Shares then issued and outstanding of the Trust entitled
to vote at such meeting. Any such request shall state the purpose of the
proposed meeting.
Section 5.11. Series Designation. The Trustees, in their discretion, may
authorize the division of Shares into two or more Series, and the different
Series shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined, by the Trustees; provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different Series as
to investment objective, purchase price, par value, allocation of expenses,
right of redemption, special and relative rights as to dividends and on
liquidation, conversion rights, and conditions under which the several Series
shall have separate voting rights. All references to Shares in this Declaration
shall be deemed to be Shares of any or all Series as the context may require.
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Without limiting the authority of the Trustees to establish and designate
any additional Series of Shares (or Classes of Shares under Section 5.13
herein), there shall be established five initial series to be known,
respectively, as: (1) Income Portfolio; (2) Conservative Portfolio; (3) Balanced
Portfolio; (4) Growth and Income Portfolio; and (5) Growth Portfolio.
(a) All provisions herein relating to the Trust shall apply equally to
each Series of the Trust except, as the context requires otherwise.
(b) The number of authorized Shares and the number of Shares of each
Series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and
reacquired of any Series into one or more Series that may be established
and designated from time to time. The Trustees may hold as treasury Shares
(of the same or some other Series), reissue for such consideration and on
such terms as they may determine, or cancel any Shares of any Series
reacquired by the Trust at their discretion from time to time.
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the
rights of creditors of such Series and except as may otherwise be required
by applicable laws, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series, the Trustees shall
allocate them among any one or more of the Series established and
designated from time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(d) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series and with all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the Trust
which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as the Trustees in their sole discretion deem fair and
equitable. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to determine
which items are capital; and each such determination and allocation shall
be conclusive and binding upon the Shareholders. The assets of a particular
Series of the Trust shall, under no circumstances, be charged with
liabilities attributable to any other Series of the Trust. All persons
extending credit to, or contracting with or having any claim against a
particular
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Series of the Trust shall look only to the assets of that particular
Series for payment of such credit, contract or claim. No Shareholder or
former Shareholder of any Series shall have any claim on or right to any
assets allocated or belonging to any other Series.
(e) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a
Series shall be entitled to receive his pro rata share of distributions of
income and capital gains made with respect to such Series, except as
provided in Section 5.13 hereof. Upon redemption of his Shares or
indemnification for liabilities incurred by reason of his being or having
been a Shareholder of a Series, such Shareholder shall be paid solely out
of the funds and property of such Series of the Trust. Upon liquidation or
termination of a Series of the Trust, Shareholders of such Series shall be
entitled to receive a pro rata share of the net assets of such Series,
except as provided in Section 5.13 hereof. A Shareholder of a particular
Series of the Trust shall not be entitled to participate in a derivative or
class action on behalf of any other Series or the Shareholders of any other
Series of the Trust.
The establishment and designation of any Series of Shares shall be
effective upon the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such Series, or as otherwise provided in such instrument. The
Trustees may by an instrument executed by a majority of their number abolish any
Series and the establishment and designation thereof. Except as otherwise
provided in this Article V, the Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights, of each Class and
Series of Shares. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue
of having become a shareholder, shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto.
Section 5.13. Class Designation. The Trustees, in their discretion, may
authorize the division of the Shares of the Trust, or, if any Series be
established, the Shares of any Series, into two or more Classes, and the
different Classes shall be established and designated, and the variations in the
relative rights and preferences as between the different Classes shall be fixed
and determined, by the Trustees; provided, that all Shares of the Trust or of
any Series shall be identical to all other Shares of the Trust or the same
Series, as the case may be, except that there may be variations between
different Classes as to allocation of expenses, right of redemption, special and
relative rights as to dividends and on liquidation, conversion rights, and
conditions under which the several Classes shall have separate voting rights.
All references to Shares in this Declaration shall be deemed to be Shares of any
or all Classes as the context may require.
(a) All provisions herein relating to the Trust, or any Series of the
Trust, shall apply equally to each Class of Shares of the Trust or of any
Series of the Trust, except as the context requires otherwise.
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(b) The number of Shares of each Class that may be issued shall be
unlimited. The Trustees may classify or reclassify any Shares or any Series
of any Shares into one or more Classes that may be established and
designated from time to time. The Trustees may hold as treasury Shares (of
the same or some other Class), reissue for such consideration and on such
terms as they may determine, or cancel any Shares of any Class reacquired
by the Trust at their discretion from time to time.
(c) Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be
allocated to, the Shares of a particular Class may be charged to and borne
solely by such Class and the bearing of expenses solely by a Class of
Shares may be appropriately reflected (in a manner determined by the
Trustees) and cause differences in the net asset value attributable to, and
the dividend, redemption and liquidation rights of, the Shares of different
Classes. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Classes for all purposes.
(d) The establishment and designation of any Class of Shares shall be
effective upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and the
relative rights and preferences of such Class, or as otherwise provided in
such instrument. The Trustees may, by an instrument executed by a majority
of their number, abolish any Class and the establishment and designation
thereof. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
-----------------------------------
Section 6.1. Redemption of Shares. All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust.
The Trust shall redeem the Shares upon the appropriately verified written
application of the record holder thereof (or upon such other form of request as
the Trustees may determine) at such office or agency as may be designated from
time to time for that purpose in the Trust's then effective registration
statement under the Securities Act of 1933. The Trustees may from time to time
specify additional conditions, not inconsistent with the 1940 Act, regarding the
redemption of Shares in the Trust's then effective registration statement under
the Securities Act of 1933.
Section 6.2. Price. Shares shall be redeemed at their net asset value
determined as set forth in Section 7.1 hereof as of such time as the Trustees
shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be the net asset
value of such Shares next determined as set forth in Section 7.1 hereof after
receipt of such application.
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Section 6.3. Payment. Payment for such Shares shall be made in cash or in
property out of the assets of the relevant Series of the Trust to the
Shareholder of record at such time and in the manner, not inconsistent with the
1940 Act or other applicable laws, as may be specified from time to time in the
Trust's then effective registration statement under the Securities Act of 1933,
subject to the provisions of Section 6.4 hereof.
Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value, the rights of Shareholders (including those
who shall have applied for redemption pursuant to Section 6.1 hereof but who
shall not yet have received payment) to have Shares redeemed and paid for by the
Trust shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice of revocation at
the office or agency where application was made, revoke any application for
redemption not honored and withdraw any certificates on deposit. The redemption
price of Shares for which redemption applications have not been revoked shall be
the net asset value of such Shares next determined as set forth in Section 7.1
after the termination of such suspension, and payment shall be made within seven
(7) days after the date upon which the application was made plus the period
after such application during which the determination of net asset value was
suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per Share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the
right at any time without prior notice to the Shareholder to redeem Shares of
any Shareholder for their then current net asset value per Share if at such time
the Shareholder owns Shares having an aggregate net asset value of less than an
amount set from time to time by the Trustees subject to such terms and
conditions as the Trustees may approve, and subject to the Trust's giving
general notice to all Shareholders of its intention to avail itself of such
right, either by publication in the Trust's registration statement, if any, or
by such other means as the Trustees may determine.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Trust has or may become concentrated in any Person to
an extent which would disqualify any Series of the Trust as a regulated
investment company under the Internal Revenue Code, then the Trustees shall have
the power by lot or other means deemed equitable by them (i) to call for
redemption by any such Person a number, or principal amount, of Shares or other
securities of the Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other securities of the Trust into conformity with the
requirements for such qualification and (ii) to refuse to transfer or issue
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Shares or other securities of the Trust to any Person whose acquisition of the
Shares or other securities of the Trust in question would result in such
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Section 6.1.
The holders of Shares or other securities of the Trust shall upon demand
disclose to the Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of any other taxing authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of Outstanding Shares
pursuant to the provisions of Section 7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets, or
(iv) during any other period when the Commission may for the protection of
Shareholders of the Trust by order permit suspension of the right of redemption
or postponement of the date of payment or redemption; provided that applicable
rules and regulations of the Commission shall govern as to whether the
conditions prescribed in (ii), (iii), or (iv) exist. Such suspension shall take
effect at such time as the Trust shall specify but not later than the close of
business on the business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment on redemption until
the Trust shall declare the suspension at an end, except that the suspension
shall terminate in any event on the first day on which said stock exchange shall
have reopened or the period specified in (ii) or (iii) shall have expired as to
which in the absence of an official ruling by the Commission, the determination
of the Trust shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
----------------------------
Section 7.1. Net Asset Value. The value of the assets of the Trust or any
Series of the Trust shall be determined by appraisal of the securities of the
Trust or allocated to such Series, such appraisal to be on the basis of such
method as shall be deemed to reflect the fair value thereof, determined in good
faith by or under the direction of the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest, taxes, payable or
accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued
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<PAGE>
to the appraisal date, net income determined and declared as a distribution and
all other items in the nature of liabilities attributable to the Trust or such
Series or Class thereof which shall be deemed appropriate. The net asset value
of a Share shall be determined by dividing the net asset value of the Class, or
if no Class has been established, of the Series, or, if no Series has been
established, of the Trust, by the number of Shares of that Class, or Series, or
of the Trust, as applicable, outstanding. The net asset value of Shares of the
Trust or any Class or Series of the Trust shall be determined pursuant to the
procedure and methods prescribed or approved by the Trustees in their discretion
and as set forth in the most recent Registration Statement of the Trust as filed
with the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, the 1940 Act, as amended, and the Rules
thereunder. The net asset value of the Shares shall be determined at least once
on each business day, as of the close of trading on the New York Stock Exchange
or as of such other time or times as the Trustees shall determine.
The power and duty to make the daily calculations may be delegated by the
Trustees to the Investment Adviser, the Custodian, the Transfer Agent or such
other Person as the Trustees may determine by resolution or by approving a
contract which delegates such duty to another Person. The Trustees may suspend
the daily determination of net asset value to the extent permitted by the 1940
Act.
Section 7.2. Distributions to Shareholders. The Trustees shall from time to
time distribute ratably among the Shareholders of the Trust or a Series such
proportion of the net profits, surplus (including paid-in surplus), capital, or
assets of the Trust or such Series held by the Trustees as they may deem proper.
Such distributions may be made in cash or property (including without limitation
any type of obligations of the Trust or such Series or any assets thereof), and
the Trustees may distribute ratably among the Shareholders additional Shares of
the Trust or such Series issuable hereunder in such manner, at such times, and
on such terms as the Trustees may deem proper. Such distributions may be among
the Shareholders of record at the time of declaring a distribution or among the
Shareholders of record at such other date or time or dates or times as the
Trustees shall determine. The Trustees may in their discretion determine that,
solely for the purposes of such distributions, Outstanding Shares shall exclude
Shares for which orders have been placed subsequent to a specified time on the
date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the registration statement under the Securities
Act of 1933. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Trust or the Series
or to meet obligations of the Trust or the Series, or as they may deem desirable
to use in the conduct of its affairs or to retain for future requirements or
extensions of the business. The Trustees may adopt and offer to Shareholders
such dividend reinvestment plans, cash dividend payout plans or related plans as
the Trustees shall deem appropriate. The above provisions may be modified to the
extent required by a plan adopted by the Trustees to establish Classes of Shares
of the Trust or of a Series.
Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to
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<PAGE>
give the Trustees the power in their discretion to distribute for any fiscal
year as ordinary dividends and as capital gains distributions, respectively,
additional amounts sufficient to enable the Trust or the Series to avoid or
reduce liability for taxes.
Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 and Section 5.13
hereof, the net income of the Trust or any Series shall be determined in such
manner as the Trustees shall provide by resolution. Expenses of the Trust or a
Series, including the advisory or management fee, shall be accrued each day.
Such net income may be determined by or under the direction of the Trustees as
of the close of trading on the New York Stock Exchange on each day on which such
Exchange is open or as of such other time or times as the Trustees shall
determine, and, except as provided herein, all the net income of the Trust or
any Series, as so determined, may be declared as a dividend on the Outstanding
Shares of the Trust or such Series. If, for any reason, the net income of the
Trust or any Series, determined at any time is a negative amount, the Trustees
shall have the power with respect to the Trust or such Series (i) to offset each
Shareholder's pro rata share of such negative amount from the accrued dividend
account of such Shareholder, or (ii) to reduce the number of Outstanding Shares
of the Trust or such Series by reducing the number of Shares in the account of
such Shareholder by that number of full and fractional Shares which represents
the amount of such excess negative net income, or (iii) to cause to be recorded
on the books of the Trust or such Series an asset account in the amount of such
negative net income, which account may be reduced by the amount, provided that
the same shall thereupon become the property of the Trust or such Series with
respect to the Trust or such Series and shall not be paid to any Shareholder, of
dividends declared thereafter upon the Outstanding Shares of the Trust or such
Series on the day such negative net income is experienced, until such asset
account is reduced to zero; or (iv) to combine the methods described in clauses
(i) and (ii) and (iii) of this sentence, in order to cause the net asset value
per Share of the Trust or such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and declaration. The
Trustees shall also have the power to fail to declare a dividend out of net
income for the purpose of causing the net asset value per Share to be increased
to a constant amount. The Trustees shall not be required to adopt, but may at
any time adopt, discontinue or amend the practice of maintaining the net asset
value per Share of the Trust or a Series at a constant amount.
Section 7.4. Allocation Between Principal and Income. The Trustees shall
have full discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made in
good faith shall be conclusive upon the Shareholders. In the case of stock
dividends received, the Trustees shall have full discretion to determine, in the
light of the particular circumstances, how much, if any, of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
Section 7.5. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net asset value or net income, or the declaration and payment of dividends
and distributions as they may deem necessary or desirable.
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<PAGE>
ARTICLE VIII
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.
------------------------
Section 8.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII.
Section 8.2. Termination of Trust or the Series of the Trust. (a) The Trust
or any Series of the Trust may be terminated by an instrument in writing signed
by a majority of the Trustees, or by the affirmative vote of the holders of a
majority of the Shares of the Trust or Series outstanding and entitled to vote,
at any meeting of Shareholders. Upon the termination of the Trust or any Series,
(i) the Trust or any Series shall carry on no business
except for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of
the Trust or Series and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust or Series
shall have been wound up, including the power to fulfill or discharge
the contracts of the Trust or Series, collect its assets, sell,
convey, assign, exchange, transfer or otherwise dispose of all or any
part of the remaining Trust Property or property of the Series to one
or more persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of
any kind, discharge or pay its liabilities, and do all other acts
appropriate to liquidate its business; and
(iii) after paying or adequately providing for the payment
of all liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property or property of
the Series, in cash or in kind or partly each, among the Shareholders
of the Trust or Series according to their respective rights.
(b) After termination of the Trust or any Series and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust an instrument in writing setting forth the
fact of such termination, and the Trustees shall thereupon be discharged from
all further liabilities and duties hereunder, and the rights and interests of
all Shareholders of the Trust or Series shall thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a
vote of the holders of a majority of the Shares outstanding and entitled to
vote. Amendments shall be effective upon the taking of action as provided in
this section or at such later time as shall be specified in the applicable vote
or instrument. The Trustees may also amend this Declaration without the vote or
consent of Shareholders if they deem it necessary to conform this Declaration
24
<PAGE>
to the requirements of applicable federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code (including those provisions of such Code relating to the retention
of the exemption from federal income tax with respect to dividends paid by the
Trust out of interest income received on Municipal Bonds), but the Trustees
shall not be liable for failing so to do. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust, to supply any omission,
to cure, correct or supplement any ambiguous, defective or inconsistent
provision hereof, or to make any other changes in the Declaration which do not
materially adversely affect the rights of Shareholders hereunder.
(b) No amendment may be made under this Section 8.3 which would change any
rights with respect to any Shares of the Trust or Series by reducing the amount
payable thereon upon liquidation of the Trust or Series or by diminishing or
eliminating any voting rights pertaining thereto, except with the vote or
consent of the holders of two-thirds of the Shares of the Trust or Series
outstanding and entitled to vote. Nothing contained in this Declaration shall
permit the amendment of this Declaration to impair the exemption from personal
liability of the Shareholders, Trustees, officers, employees and agents of the
Trust or to permit assessments upon Shareholders.
(c) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid or a copy of the Declaration, as amended, and executed by
a majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property or the property of any Series, including its good
will, upon such terms and conditions and for such consideration when and as
authorized by an instrument in writing signed by a majority of the Trustees.
Section 8.5. Incorporation. When authorized by an instrument in writing
signed by a majority of the Trustees, the Trustees may cause to be organized or
assist in organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property or the property of any Series or to carry
on any business in which the Trust or the Series shall directly or indirectly
have any interest, and to sell, convey and transfer the Trust Property or the
property of any Series to any such corporation, trust, association or
organization in exchange for the Shares or securities thereof or otherwise, and
to lend money to, subscribe for the Shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or
organization, or
25
<PAGE>
any corporation, partnership, trust, association or organization in which the
Trust or the Series holds or is about to acquire shares or any other interest.
The Trustees may also cause a merger or consolidation between the Trust or any
Series or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the extent permitted by law, as
provided under the law then in effect. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to organize or
assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
-----------------------
The Trustees shall at least semi-annually submit to the Shareholders a
written financial report, which may be included in the Trust's prospectus or
statement of additional information, of the transactions of the Trust, including
financial statements which shall at least annually be certified by independent
public accountants.
ARTICLE X
MISCELLANEOUS
-------------
Section 10.1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other places as may be required under the laws of the Commonwealth of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Unless the amendment is embodied in an instrument
signed by a majority of the Trustees, each amendment filed shall be accompanied
by a certificate signed and acknowledged by a Trustee stating that such action
was duly taken in a manner provided herein. A restated Declaration, integrating
into a single instrument all of the provisions of the Declaration which are then
in effect and operative, may be executed from time to time by a majority of the
Trustees and shall, upon filing with the Secretary of the Commonwealth of
Massachusetts, be conclusive evidence of all amendments contained therein and
may hereafter be referred to in lieu of the original Declaration and the various
amendments thereto. The restated Declaration may include any amendment which the
Trustees are empowered to adopt, whether or not such amendment has been adopted
prior to the execution of the restated Declaration.
Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
internal laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed
according to the internal laws of said State without regard to the choice of law
rules thereof.
Section 10.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together,
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<PAGE>
shall constitute one and the same instrument, which shall be sufficiently
evidenced by any such original counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the Trustees
shall determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 26th
day of October, 1998.
/s/Dennis P. Gallagher
----------------------------
Dennis P. Gallagher, Trustee
Farmers Investment Trust
Two International Place
Boston, MA 02110
27
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk October 26, 1998
Then personally appeared the above-named Dennis P. Gallagher, who
acknowledged the foregoing instrument to be of his own free act and deed.
Before me,
/s/Lauren L. Giudice
-------------------------
Notary Public
My commission expires: December 21, 2001
28
BY-LAWS
OF
FARMERS INVESTMENT TRUST
OCTOBER 26, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I - DEFINITIONS 1
ARTICLE II - OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE III - SHAREHOLDERS 1
Section 1. Meetings 1
Section 2. Notice of Meetings 1
Section 3. Record Date for Meetings and Other Purposes 2
Section 4. Proxies 2
Section 5. Inspection of Records 3
Section 6. Action Without Meeting 3
ARTICLE IV - TRUSTEES 3
Section 1. Meetings of the Trustees 3
Section 2. Quorum and Manner of Acting 4
ARTICLE V - COMMITTEES 4
Section 1. Executive and Other Committees 4
Section 2. Meetings, Quorum and Manner of Acting 5
ARTICLE VI - OFFICERS 5
Section 1. General Provisions 5
Section 2. Term of Office and Qualifications 6
Section 3. Removal 6
Section 4. Powers and Duties of the President 6
Section 5. Powers and Duties of Vice Presidents 6
Section 6. Powers and Duties of the Treasurer 7
Section 7. Powers and Duties of the Secretary 7
Section 8. Powers and Duties of Assistant Treasurers 7
Section 9. Powers and Duties of Assistant Secretaries 7
Section 10. Compensation of Officers and Trustees and
Members of the Advisory Board 8
1
<PAGE>
TABLE OF CONTENTS(continued)
Page
ARTICLE VII - FISCAL YEAR 8
ARTICLE VIII - SEAL 8
ARTICLE IX - WAIVERS OF NOTICE 8
ARTICLE X - AMENDMENTS 9
</TABLE>
2
<PAGE>
BY-LAWS
OF
FARMERS INVESTMENT TRUST
ARTICLE I
DEFINITIONS
The terms "Commission", "Custodian", "Declaration", "Distributor",
"Investment Adviser", "Municipal Bonds", "1940 Act", "Shareholder", "Shares",
"Transfer Agent", "Trust", "Trust Property", "Trustees", and "vote of a majority
of the Shares outstanding and entitled to vote", have the respective meanings
given them in the Declaration of Trust of Farmers Investment Trust dated October
26, 1998, as amended from time to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.
Section 2. Other Offices. The Trust may have offices in such other
places without as well as within the Commonwealth as the Trustees from time to
time may determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders shall be held as
provided in the Declaration of Trust at such place within or without the
Commonwealth of Massachusetts as the Trustees shall designate. The holders of
one-third of outstanding Shares present in person or by proxy shall constitute a
quorum at any meeting of the Shareholders.
Section 2. Notice of Meetings. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given personally or by mail to each Shareholder (except as provided in Section
5.7 in the Declaration with respect to notice given pursuant to the
<PAGE>
Commission's proxy rules under the Securities Exchange Act of 1934) at his/her
address as recorded on the register of the Trust mailed at least ten (10) days
and not more than sixty (60) days before the meeting. Notice by mail shall be
deemed to be duly given when deposited in the U.S. mail to the Shareholder at
the Shareholder's address as it appears on the records of the Trust with postage
thereon prepaid. Only the business stated in the notice of the meeting shall be
considered at such meeting. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Trust of the Shareholder's current address or if a
written waiver of notice, executed before or after the meeting by the
Shareholder or the Shareholder's attorney thereunto authorized, is filed with
the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose
of determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determinations of the persons to be
treated as Shareholders of record for such purposes, except for dividend
payments which shall be governed by the Declaration.
Section 4. Proxies. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Proxies may be solicited in the name of one or more Trustees or one or more of
the officers of the Trust. Only Shareholders of record shall be entitled to
vote. Each whole share shall be entitled to one vote as to any matter on which
it is entitled by the Declaration to vote, and each fractional Share shall be
entitled to a proportionate fractional vote. When any Share is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such
1
<PAGE>
joint owners or their proxies so present disagree as to any vote to be cast,
such vote shall not be received in respect of such Share. A proxy purporting to
be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such share is a minor or a
person of unsound mind, and subject to guardianship or the legal control of any
other person as regards the charge or management of such Share, he/she may vote
by his/her guardian or such other person appointed or having such control, and
such vote may be given in person or by proxy.
Section 5. Inspection of Records. The records of the Trust shall be
opened to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.
Section 6. Action Without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consents shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the President,
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or sent by facsimile or other
communication leaving a visual record to each Trustee at his/her
2
<PAGE>
business address, or personally delivered to him/her at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by
him/her before or after the meeting, is filed with the records of the meeting,
or to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him/her. A notice or waiver of notice
need not specify the purpose of any meeting. Meetings can be held in conjunction
with investment companies having the same investment adviser or an affiliated
investment adviser. The Trustees may meet by means of a telephone conference
circuit or similar communications equipment by means of which all persons
participating in the meeting shall be deemed, unless otherwise prohibited by
law, to have been present in person at a place designated by the Trustees at the
meeting. Any action required or permitted to be taken at any meeting of the
Trustees may be taken by the Trustees without a meeting if all the Trustees
consent to the action in writing and the written consents are filed with the
records of the Trustees' meetings. Such consents shall be treated as a vote for
all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees
shall be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration or these By-laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session,
3
<PAGE>
including the purchase and sale of securities and the designation of securities
to be delivered upon redemption of Shares of the Trust, and such other powers of
the Trustees as the Trustees may, from time to time, delegate to them except
those powers which by law, the Declaration or these By-laws they are prohibited
from delegating. The Trustees may also elect from their own number other
Committees from time to time, the number composing such Committees, the powers
conferred upon the same (subject to the same limitations as with respect to the
Executive Committee) and the term of membership on such Committees to be
determined by the Trustees. The Trustees may designate a Chairperson of any such
Committee. In the absence of such designation, the Committee may elect its own
Chairperson.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the Office of the Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The
4
<PAGE>
Trustees may delegate to any officer or Committee the power to appoint any
subordinate officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration or these By-laws, the President, the Treasurer
and the Secretary shall each hold office until his/her successor shall have been
duly elected and qualified, and all other officers shall hold office at the
pleasure of the Trustees. The Secretary and Treasurer may be the same person. A
Vice President and the Treasurer or Assistant Treasurer or a Vice President and
the Secretary or Assistant Secretary may be the same person, but the offices of
Vice President and Secretary and Treasurer shall not be held by the same person.
The President shall hold no other office. Except as above provided, any two
offices may be held by the same person. Any officer may be, but none need be, a
Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer without cause, by a vote of a majority of
the Trustees then in office. Any officer or agent appointed by an officer or
Committee may be removed with or without cause by such appointing officer or
Committee.
Section 4. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he/she deems it
necessary and may preside at all meetings of the Shareholders and at all
meetings of the Trustees. Subject to the control of the Trustees and to the
control of any Committees of the Trustees, within their respective spheres, as
provided by the Trustees, he/she shall at all times exercise a general
supervision and direction over the affairs of the Trust. He/She shall have the
power to employ attorneys and counsel for the Trust and to employ such
subordinate officers, agents, clerks and employees as he/she may find necessary
to transact the business of the Trust. He/She shall also have the power to
grant, issue, execute or sign such powers of attorney, proxies or other
documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust. The President shall have such other powers and duties,
as from time to time may be conferred upon or assigned to him/her by the
Trustees.
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Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such duties as may be
assigned to him/her from time to time by the Trustees and the President.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be
the principal financial and accounting officer of the Trust. He/She shall
deliver all funds of the Trust which may come into his/her hands to such
Custodian as the Trustees may employ pursuant to Article X of these By-laws.
He/She shall render a statement of condition of the finances of the Trust to the
Trustees as often as they shall require the same and he/she shall in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him/her by the Trustees. The Treasurer
shall give a bond for the faithful discharge of his/her duties, if required so
to do by the Trustees, in such sum and with such surety or sureties as the
Trustees shall require.
Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he/she shall have custody of the seal of the
Trust; he/she shall have charge of the Share transfer books, lists and records
unless the same are in the charge of the Transfer Agent. He/She shall attend to
the giving and serving of all notices by the Trust in accordance with the
provisions of these By-laws and as required by law; and subject to these
By-laws, he/she shall in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him/her
by the Trustees.
Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him/her by the Trustees. Each Assistant Treasurer
shall give a bond for the faithful discharge of his/her duties, if required so
to do by the Trustees, in such sum and with such surety or sureties as the
Trustees shall require.
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Section 9. Powers and Duties of Assistant Secretaries. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him/her by the Trustees.
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of any Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he/she is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall be established by the Trustees and
the Trustees may from time to time change the fiscal year.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration or these By-laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or sent by facsimile or other communication leaving a
visual record for the purposes of these By-laws when it has been delivered to a
representative
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of any telegraph, cable or facsimile or other such communications company with
instructions that it be telegraphed, cabled or sent by facsimile or other
communication leaving a visual record.
ARTICLE X
AMENDMENTS
These By-laws, or any of them, may be altered, amended or repealed, or
new By-laws may be adopted by (a) vote of a majority of the Shares outstanding
and entitled to vote or (b) the Trustees, provided, however, that no By-law may
be amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-laws, a vote of
the Shareholders.
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