Registration No. 333-45040
ICA No. 811- 10103
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933: [X]
Pre-Effective Amendment No. 2
Post-Effective Amendment No. ___
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940: [X]
Amendment No. 2
(Check Appropriate Box or Boxes)
SATUIT CAPITAL MANAGEMENT TRUST
-------------------------------
(Exact Name of Registrant as Specified in Charter)
c/o American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
HAUPPAUGE, NEW YORK 11788
-------------------------
(Address of Principal Executive Offices)(Zip Code)
(631) 951-0500
--------------
(Registrant's Telephone Number, Including Area Code)
Michael Miola
American Data Services, Inc.
The Hauppauge Corporate Center
150 Motor Parkway
HAUPPAUGE, NEW YORK 11788
-------------------------
(Name and Address of Agent For Service)
WITH A COPY TO:
--------------
Thomas R. Westle, Esq.
Spitzer & Feldman P.C.
405 Park Avenue
New York, NY 10022
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
-----------------------------------------------
(Approximate Date of Proposed Public Offering)
SHARES OF BENEFICIAL INTEREST
-----------------------------
(Title of Securities Being Registered)
<PAGE>
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 SECTION 8(A), MAY
DETERMINE.
Parts A and C of the Registrant's initial Registration Statement filed under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on September 1, 2000, are hereby incorporated by reference herein.
<PAGE>
PART B
SATUIT CAPITAL MICRO CAP FUND
A SERIES OF
SATUIT CAPITAL MANAGEMENT TRUST
THE HAUPPAUGE CORPORATE CENTER
150 MOTOR PARKWAY
HAUPPAUGE, NEW YORK 11788
(631) 951-0500
STATEMENT OF ADDITIONAL INFORMATION
_______________________, 2000
TABLE OF CONTENTS
PAGE
Investment Objective, Policies and Restrictions............................... 2
Trustees and Executive Officers...............................................15
Investment Advisory and Other Services........................................16
Portfolio Transactions and Allocation of Brokerage............................20
Taxation......................................................................21
Ownership of Shares...........................................................22
Purchase of Shares............................................................22
Redemption of Shares..........................................................24
Dividends and Distributions...................................................22
Net Asset Value ..............................................................22
Performance Comparisons.......................................................23
Counsel and Independent Auditors..............................................25
Other Information.............................................................25
Appendix......................................................................25
This Statement of Additional Information ("SAI") provides general information
about the Satuit Capital Micro Cap Fund (the "Fund"). This SAI is not a
prospectus, but should be read in conjunction with the Fund's Prospectus dated
_______________, 2000. Copies of the Prospectus may be obtained from the Fund by
writing the Fund's Administrator at American Data Services, Inc., The Hauppauge
Corporate Center, 150 Motor Parkway, Hauppauge, New York 11788 or by calling
(631) 951-0500.
1
<PAGE>
GLOSSARY
As used in this SAI, the following terms have the meanings listed.
"ADS" means American Data Services, Inc., the administrator, fund accountant,
and transfer and distribution disbursing agent of the Fund.
"Adviser" means Satuit Capital Management, LLC.
"Board" means the Board of Trustees of the Trust.
"Code" means the Internal Revenue Code of 1986, as amended.
"Custodian" means the custodian of the Fund's assets.
"Fund" means the Satuit Capital Micro Cap Fund, a separate series of the Trust.
"Moody's" means Moody's Investors Service.
"NRSRO" means a nationally recognized statistical rating organization.
"NAV" means net asset value.
"SEC" means the U.S. Securities and Exchange Commission.
"S&P" means Standard & Poor's.
"Trust" means Satuit Capital Management Trust, a Delaware business trust that is
registered with the SEC as an open-end, management investment company, commonly
referred to as a "mutual fund".
"U.S. Government Securities" means obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
"1933 Act" means the Securities Act of 1933, as amended.
"1940 Act" means the Investment Company Act of 1940, as amended.
2
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THE FUND
The Satuit Capital Micro Cap Fund (the "Fund") is a series of Satuit Capital
Management Trust, a Delaware business trust organized on August 29th, 2000. The
Fund's principal office is located at c/o American Data Services, Inc., The
Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York 11788. The
Fund is a diversified, open-end management investment company.
INVESTMENT OBJECTIVE AND STRATEGIES
The Fund's investment objective is to provide investors with long-term capital
appreciation. The Fund seeks to achieve its investment objective by investing at
least 85% of its net assets in a diversified portfolio of domestic common stocks
with market capitalizations under $500 million. The Adviser will select
portfolio securities which the Adviser believes exhibit reasonable valuations
and have favorable growth prospects. The Adviser may utilize various trading
techniques to enhance Fund performance including engaging in short sales.
The Adviser utilizes proprietary quantitative analysis of both value and growth
characteristics to rank U.S. companies with market capitalizations under $500
million (micro-cap companies). Valuation and growth characteristics are equally
weighted for purposes of ranking potential investments securities. Valuation
analysis is used to determine the inherent value of the company by analyzing
financial information such as a company's price to book, price to sales, return
on equity, and return on assets ratios. Growth analysis is used to determine a
company's potential for long-term dividends and earnings growth due to
market-oriented factors such as growing market share, the launch of new products
or services, the strength of its management and market demand. The highest
ranked companies derived from the Adviser's analysis-- companies that display
the most reasonable valuations with the most favorable growth prospects-- are
listed on what the Adviser refers to as the Focus List.
The Adviser selects portfolio securities for investment by the Fund by
subjecting the top 20% of the common stocks on the Focus List to a qualitative
analysis of each company's valuation and growth characteristics in order to
determine whether these characteristics are sustainable over the long term. Such
analysis includes a more detailed review of each company's competitive position
in its particular market sector, its business prospects and financial
statements. The Adviser also regularly conducts personal interviews with company
management, customers, suppliers and Wall Street analysts who provide research
about the company's common stock in the stock market.
INVESTMENT POLICIES AND RESTRICTIONS
------------------------------------
The following paragraphs provide a more detailed description of the Fund's
investment policies and restrictions identified in the Prospectus. Unless
otherwise noted, the policies described in this SAI are not fundamental and may
be changed by the Board of Trustees of the Trust.
INVESTING IN MUTUAL FUNDS
-------------------------
All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. As all investment securities are subject to inherent
market risks and fluctuations in value due to earnings, economic and political
conditions and other factors, the Fund can give no assurance that its investment
objective will be achieved.
3
<PAGE>
ILLIQUID SECURITIES.
--------------------
The Fund may not invest more than 15% of the value of its net assets in
securities that at the time of purchase are illiquid. The Adviser will monitor
the amount of illiquid securities in the Fund's portfolio, under the supervision
of the Trust's Board of Trustees, to ensure compliance with the Fund's
investment restrictions.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of the Fund's portfolio securities and the Fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemption requests within seven days. The Fund might also have to register such
restricted securities in order to dispose of them, resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.
In recent years, however, a large institutional market has developed for certain
securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. If such securities are subject to purchase by institutional buyers
in accordance with Rule 144A promulgated by the Commission under the Securities
Act, the Trust's Board of Trustees may determine that such securities are not
illiquid securities notwithstanding their legal or contractual restrictions on
resale. In all other cases, however, securities subject to restrictions on
resale will be deemed illiquid.
RESTRICTED SECURITIES. The SEC Staff currently takes the view that any
delegation by the Board of Trustees of the authority to determine that a
restricted security is readily marketable (as described in the investment
restrictions of the Fund) must be pursuant to written procedures established by
the Board of Trustees. It is the present intention of the Board of Trustees
that, if the Board of Trustees decide to delegate such determinations to the
Adviser or another person, they would do so pursuant to written procedures,
consistent with the Staff's position. Should the Staff modify its position in
the future, the Board of Trustees would consider what action would be
appropriate in light of the Staff's position at that time.
REPURCHASE AGREEMENTS. The Fund may invest in repurchase agreements. A
repurchase agreement involves the purchase by the Fund of the securities with
the condition that after a stated period of time the original seller will buy
back the same securities at a predetermined price or yield. The Fund's custodian
will hold the securities underlying any repurchase agreement or such securities
will be part of the Federal Reserve Book Entry System. The market value of the
collateral underlying the repurchase agreement will be determined on each
business day. If at any time the market value of the Fund's collateral falls
below the repurchase price of the repurchase agreement (including any accrued
interest), the Fund will promptly receive additional collateral (so the total
collateral is an amount at least equal to the repurchase price plus accrued
interest).
4
<PAGE>
SECURITIES LOANS.
-----------------
----------------
The Fund may make secured loans of its portfolio securities, on either a
short-term or long-term basis, amounting to not more than 33 1/3% of its total
assets, thereby realizing additional income. The risks in lending portfolio
securities, as with other extensions of credit, consist of possible delay in
recovery of the securities or possible loss rights in the collateral should the
borrower fail financially. As a matter of policy, securities loans are made to
broker-dealers pursuant to agreements requiring that the loans be continuously
secured by collateral consisting of cash or short-term debt obligations at least
equal at all times to the value of the securities on loan, "marked-to-market"
daily. The borrower pays to a lender-Fund an amount equal to any dividends or
interest received on securities lent. The Fund retains all or a portion of the
interest received on the collateral or receives a fee from the borrower.
Although voting rights, or rights to consent, with respect to the loaned
securities may pass to the borrower, the Fund retains the right to call the
loans at any time on reasonable notice, and it will do so to enable the Fund to
exercise voting rights on any matters materially affecting the investment. The
Fund may also call such loans in order to sell the securities.
EQUITY INVESTING GENERALLY.
--------------------------
An investment in the Fund should be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
general condition of the stock market may deteriorate. Common stocks are
susceptible to general stock market fluctuations and to volatile increases and
decreases in value according to various unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction and global or
regional political, economic and banking crises. A decline in the general market
value of the equity securities held by the Fund may result in an adverse effect
on the value of your investment. There can be no assurances that the Fund will
be able to absorb (without significant loss of a portion of your investment),
the potentially negative effects of such market decline.
STOCK MARKET VOLATILITY
-----------------------
Stock markets can be volatile. In other words, the prices of stocks can rise or
fall rapidly in response to developments affecting a specific company or
industry, or to changing economic, political or market conditions. The Fund is
subject to the general risk that the value of the Fund's investments may decline
if the stock markets perform poorly. There is a risk that the Fund's investments
will underperform either the securities markets generally or particular segments
of the securities markets.
COMMON STOCK
------------
Common stock represents an equity (ownership) interest in a company, and usually
possesses voting rights and earns dividends. Dividends on common stock are not
fixed but are declared at the discretion of the issuer. Common stock generally
represents the riskiest investment in a company. In addition, common stock
generally has the greatest appreciation and depreciation potential because
increases and decreases in earnings are usually reflected in a company's stock
price.
5
<PAGE>
SMALL COMPANIES.
---------------
The Fund may invest in companies with small market capitalization (i.e., less
than $500 million) or companies that have relatively small revenues, limited
product lines, and a small share of the market for their products or services
(collectively, "small companies"). Small companies are also characterized by the
following: (1) they may lack depth of management; (2) they may be unable to
internally generate funds necessary for growth or potential development or to
generate such funds through external financing on favorable terms; and (3) they
may be developing or marketing new products or services for which markets are
not yet established and may never become established. Due to these and other
factors, small companies may suffer significant losses, as well as realize
substantial growth. Thus, securities of small companies present greater risks
than securities of larger, more established companies.
Historically, stocks of small companies have been more volatile than stocks of
larger companies and are, therefore, more speculative than investments in larger
companies. Among the reasons for the greater price volatility are the following:
(1) the less certain growth prospects of smaller companies; (2) the lower degree
of liquidity in the markets for such stocks; and (3) the greater sensitivity of
small companies to changing economic conditions. Besides exhibiting greater
volatility, small company stocks may, to a degree, fluctuate independently of
larger company stocks. Small company stocks may decline in price as large
company stocks rise, or rise in price as large company stocks decline. You
should therefore expect that the value of Fund shares to be more volatile than
the shares of mutual fund investing primarily in larger company stocks.
SHORT SALES
-----------
The Fund is authorized to make short sales of securities it owns or has the
right to acquire at no added cost through conversion or exchange of other
securities it owns (referred to as short sales "against the box") and to make
short sales of securities which it does not own or have the right to acquire.
In a short sale that is not "against the box", the Fund sells a security which
it does not own, in anticipation of a decline in the market value of the
security. To complete the sale, the Fund must borrow the security (generally
from the broker through which the short sale is made) in order to make delivery
to the buyer. The Fund is then obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement. The Fund is said
to have a "short position" in the securities sold until it delivers them to the
broker. The period during which the Fund has a short position can range from one
day to more than a year. Until the security is replaced, the proceeds of the
short sale are retained by the broker, and the Fund is required to pay to the
broker a negotiated portion of any dividends or interest which accrue during the
period of the loan. To meet current margin requirements, each Fund is also
required to deposit with the broker additional cash or securities so that the
total deposit with the broker is maintained daily at 150% of the current market
value of the securities sold short (100% of the current market value if a
security is held in the account that is convertible or exchangeable into the
security sold short within 90 days without restriction other than the payment of
money).
Short sales by the Fund that are not made "against the box" create opportunities
to increase the Fund's return but, at the same time, involve specific risk
considerations and may be considered a speculative technique. Since the Fund in
effect profits from a decline in the price of the securities sold short without
the need to invest the full purchase price of the securities on the date of the
short sale, the Fund's net asset value per share will tend to increase more when
the securities it has sold short decrease in value, and to decrease more when
the securities it has sold short increase in value, than would otherwise be the
case if it had not engaged in such short sales. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of any premium,
dividends or interest the Fund may be required to pay in connection with the
short sale. Furthermore, under adverse market conditions, the Fund might have
difficulty purchasing securities to meet its short sale delivery obligations,
and might have to sell portfolio securities to raise the capital necessary to
meet its short sale obligations at a time when fundamental investment
considerations would not favor such sales.
6
<PAGE>
If the Fund makes a short sale "against the box," the Fund would not immediately
deliver the securities sold and would not receive the proceeds from the sale.
The seller is said to have a short position in the securities sold until it
delivers the securities sold, at which time it receives the proceeds of the
sale. To secure its obligation to deliver securities sold short, the Fund will
deposit in escrow in a separate account with the Custodian an equal amount of
the securities sold short or securities convertible into or exchangeable for
such securities. The Fund can close out its short position by purchasing and
delivering an equal amount of the securities sold short, rather than by
delivering securities already held by the Fund, because the Fund might want to
continue to receive interest and dividend payments on securities in its
portfolio that are convertible into the securities sold short. The Fund's
decision to make a short sale "against the bo" may be a technique to hedge
against market risks when the Advisor believes that the price of a security may
decline, causing a decline in the value of a security owned by the Fund or a
security convertible into or exchangeable for such security. In such case, any
future losses in the Fund's long position would be reduced by a gain in the
short position. The extent to which such gains or losses in the long position
are reduced will depend upon the amount of securities sold short relative to the
amount of the securities the Fund owns, either directly or indirectly, and, in
the case where the Fund owns convertible securities, changes in the investment
values or conversion premiums of such securities.
TEMPORARY INVESTMENTS
---------------------
The Fund may, as a temporary defensive measure, invest without limitation, in
short-term debt securities and money market securities with a rating of A2-P2 or
higher.
In order to have funds available for redemption and investment opportunities,
the Fund may also hold a portion of its assets in cash or U.S. short-term money
market instruments. Certificates of deposit purchased by the Fund will be those
of U.S. banks having total assets at the time of purchase in excess of $1
billion, and bankers' acceptances purchased by the Fund will be guaranteed by
U.S. or foreign banks having total assets at the time of purchase in excess of
$1 billion. The Fund anticipates that not more than 10% of its total assets will
be so invested or held in cash at any given time, except when the Fund is in a
temporary defensive posture.
INVESTMENT RESTRICTIONS
-----------------------
In addition to the principal investment objectives, policies and risks set forth
in the Prospectus and in this SAI, the Fund is subject to certain fundamental
and non-fundamental investment restrictions, as set forth below. Fundamental
investment restrictions may not be changed without the vote of a majority of the
Fund's outstanding securities, as defined in the Investment Company Act of 1940
("1940 Act"), as amended. Non-fundamental investment restrictions of the Fund
may be changed by the Board of Trustees.
7
<PAGE>
FUNDAMENTAL INVESTMENT RESTRICTIONS
-----------------------------------
As fundamental investment restrictions, the Fund will not:
1. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities), if, as a
result, as to 75% of the Fund's total assets, more than 5% of its net assets
would be invested in the securities of one issuer or the Fund would hold more
than 10% of the outstanding voting securities of any one issuer;
2. Issue any senior securities, as defined in the 1940 Act, except as
set forth in restriction number 3 below;
3. Borrow amounts in excess of 33 1/3% of the market value of its total
assets, and then only from a bank and as a temporary measure for extraordinary
or emergency purposes. To secure any such borrowing, the Fund may pledge or
hypothecate all or any portion of the value of its total assets;
4. Act as an underwriter of securities of other issuers, except insofar
as the Trust may be technically deemed an underwriter under the federal
securities laws in connection with the disposition of the Fund's portfolio
securities;
5. Purchase or sell real estate or commodities, including oil, gas or
other mineral exploration or developmental programs or commodity futures
contracts;
6. Make loans, in the aggregate, exceeding 33 1/3% of the Fund's total
assets or lend the Fund's portfolio securities to broker-dealers if the loans
are not fully collateralized;
7. Invest in other registered investment companies, except as permitted
by the 1940 Act;
8. Purchase from or sell to any officer or trustee of the Trust or its
Adviser any securities other than the shares of beneficial interest of the Fund;
or
9. Concentrate investments, or invest 25% or more of its assets, in any
one industry. This limitation shall not apply to securities issued or guaranteed
by the U.S. Government.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
---------------------------------------
The Fund is subject to the following restrictions that are not fundamental and
may therefore be changed by the Board of Trustees without shareholder approval.
The Fund will not:
1. Acquire securities for the purpose of exercising control over
management;
2. Invest more than 15% of its net assets in illiquid securities. In the
event that such illiquid securities comprise more than 15% of the Fund's assets
due to appreciation or other like cause not related to direct investment, the
Fund shall not purchase additional portfolio securities until such time as the
Fund holds 15% or less in such illiquid securities; or
8
<PAGE>
3. Purchase additional portfolio securities if borrowings exceed 10%.
Unless otherwise indicated, percentage limitations included in the restrictions
apply at the time the Fund enters into a transaction. Accordingly, any later
increase or decrease beyond the specified limitation resulting from a change in
the Fund's net assets will not be considered in determining whether its has
complied with its investment restrictions.
TRUSTEES AND OFFICERS
---------------------
The business of the Fund is managed under the direction of the Board of Trustees
("the Board") of the Trust. The Board formulates the general policies of the
Fund and meets periodically to review the Fund's performance, monitor investment
activities and practices, and discuss other matters affecting the Fund. The
Trustees are fiduciaries for the Fund's shareholders and are governed by the
laws of the State of Delaware in this regard. The names and addresses of the
Trustees are listed below along with a description of their principal
occupations over at least the last five years. Trustees who are interested
persons, as defined by the 1940 Act, are indicated by asterisk.
<TABLE>
<CAPTION>
------------------------------- --------------------------------------------- ---------------------------
NAME (AGE) AND PRINCIPAL OCCUPATION AND OTHER
ADDRESS BUSINESS EXPERIENCE DURING THE POSITIONS HELD WITH THE
PAST FIVE (5) YEARS TRUST
------------------------------- --------------------------------------------- ---------------------------
<S> <C> <C>
ROBERT J.SULLIVAN* (__) Managing Director and Chief Investment Chairman of the Board, President
5 Driftwood Lane Officer of Satuit Capital Management, and Treasurer
Scituate, Massachusetts 02066 LLC, formerly Portfolio Manager and Senior
Equity Analyst at Cadence Capital Management
from ________ to _______, an institutional
asset management firm; Institutional Equity Sales
Trader at Fidelity Capital Markets from ____ to
_____; and Customer Service Representative
at Bridge Information Systems from _____ to
______.
------------------------------- --------------------------------------------- ---------------------------
MICHAEL D. MUFFOLETTO (__) Trustee
194 Ocean Drive West
Stamford, CT 06902
------------------------------- --------------------------------------------- ---------------------------
KEVIN M. HAGGERTY (__) Trustee
200 Highland Road
Rye, NY 10580
------------------------------------------ --------------------------------------------- ---------------------------
OFFICERS
In addition to Mr. Sullivan, the officers of the Trust are ____________
(___________), ____________ (________________), and ___________ (_____________).
</TABLE>
9
<PAGE>
AUDIT COMMITTEE
---------------
The members of the Audit Committee of the Board of Trustees are Messrs.
Muffoletto and Haggerty. Mr. Haggerty acts as the chairperson of such committee.
The Audit Committee oversees the Fund's financial reporting process, reviews
audit results and recommends annually to the Trust a firm of independent
certified public auditors.
COMPENSATION
------------
No Trustee will receive any compensation for their service as Trustees of the
Trust. However, each Trustee who is not affiliated with the Trust or the
Adviser, will be reimbursed for expenses incurred in connection with attending
Board and committee meetings. Similarly, none of the executive officers receive
compensation from the Fund. As of the date of this Statement of Additional
Information, the Trust has not commenced operation and no compensation has been
paid. The following tables provide information on all expense reimbursements
made to the Trustees to date.
<TABLE>
<CAPTION>
---------------------------- -------------------- -------------------- ---------------------- ------------------------
NAME AND POSITION AGGREGATE PENSION OR ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION FROM RETIREMENT BENEFITS UPON FROM FUND AND FUND
FUND BENEFITS ACCRUED RETIREMENT COMPLEX PAID TO
AS PART OF FUND TRUSTEES**
EXPENSES
---------------------------- -------------------- -------------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Robert J. Sullivan** None None None None
Michael D. Muffoletto None None None None
Kevin M. Haggerty None None None None
</TABLE>
*"Interested person" as defined under the 1940 Act.
PORTFOLIO TURNOVER
------------------
In order to qualify for the beneficial tax treatment afforded regulated
investment companies, and to be relieved of Federal tax liabilities, the Fund
must distribute substantially all of their net income to shareholders generally
on an annual basis. Thus, the Fund may have to dispose of portfolio securities
under disadvantageous circumstances to generate cash or borrow cash in order to
satisfy the distribution requirement. The Fund does not trade in securities for
short-term profits but, when circumstances warrant, securities may be sold
without regard to the length of time they have been held.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
---------------------------------------------------
A control person is one who owns beneficially or through controlled companies
more than 25% of the voting securities of a company or acknowledges the
existence of control. As of the date of this SAI, the Fund could be deemed to be
under the control of the Adviser, which had voting authority with respect to
10
<PAGE>
approximately 100% of the value of the outstanding interests in the Trust on
such date. However, it is expected that once the Fund commences investment
operations and its shares are sold to the public that the Adviser's control will
be diluted until such time as the Fund is controlled by its shareholders.
MANAGEMENT OWNERSHIP
--------------------
As a group, the officers and Trustees of the Fund own less than 1% of the
outstanding shares of the Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------
THE ADVISER
-----------
Satuit Capital Management LLC (the "Adviser"), 5 Driftwood Lane, Scituate,
Massachusetts 02066, serves as investment adviser to the Fund. Subject to the
general supervision and control of the Board, the Adviser makes investment
decisions for the Fund. The Adviser is a privately held corporation that is
registered as an investment adviser with the U.S. Securities & Exchange
Commission.
Under the terms of its investment advisory agreement with the Fund, the Adviser
is responsible for formulating the Fund's investment programs and for making
day-to-day investment decisions and engaging in portfolio transactions. The
Adviser also furnishes corporate officers, provides office space, services and
equipment and supervises all matters relating to the Fund's operations. For its
services, the Adviser receives an advisory fee at an annual rate of 1.50% of the
average daily net assets of the Fund.
The Adviser also receives a shareholder servicing fee from the Fund pursuant to
a Shareholder Servicing Agreement in an amount equal to 0.25% of the Fund's
average daily net assets. The Adviser is responsible for paying a portion of
these shareholder servicing fees to various shareholder servicing agents which
have a written shareholder servicing agreement with the Adviser and which
perform shareholder servicing functions and maintenance of shareholder accounts
on behalf of their clients who own shares of the Fund.
CONTROL OF THE ADVISER
----------------------
The Adviser is wholly-owned and controlled by Mr. Robert J. Sullivan, who is
also the Managing Director and Chief Investment Officer of the Adviser.
INVESTMENT ADVISORY AGREEMENT
-----------------------------
The Adviser acts as the investment adviser to the Fund pursuant to an Investment
Advisory Agreement which has been approved by the Board of Trustees (including a
majority of the Trustees who are not parties to the agreement, or interested
persons of any such party). Under the terms of the investment advisory
agreements between the Trust and the Adviser, the Adviser conducts investment
research and management for the Fund and is responsible for the purchase and
sale of securities for the Fund's investment portfolio. The Adviser provides the
Fund with investment advice, supervises the management and investment programs
and provides investment advisory facilities and executive and supervisory
personnel for managing the investments and effectuating portfolio transactions.
The Adviser also furnishes, at its own expense, all necessary administrative
services, office space, equipment and clerical personnel for servicing the
investments of the Fund. In addition, the Adviser pays the salaries and fees of
all officers of the Trust who are affiliated with the Adviser.
11
<PAGE>
The Investment Advisory Agreement remains in effect initially for a two year
term and continues in effect thereafter only if such continuance is specifically
approved at least annually by the Trustees or by vote of a majority of the
outstanding voting securities of the Fund (as defined in the1940 Act) and, in
either case, by a majority of the Trustees who are not interested persons of the
Trust or the Adviser. The Adviser's investment decisions are made subject to the
direction and supervision of the Board of Trustees. The Investment Advisory
Agreement provides that the Adviser shall not be liable to the Fund for any
error of judgment by the Adviser or for any loss sustained by the Fund except in
the case of the Advisor's willful misfeasance, bad faith, gross negligence or
reckless disregard of duty. The Investment Advisory Agreement also provides that
it shall terminate automatically if assigned and that it may be terminated
without penalty by vote of a majority of the outstanding voting securities of
the Fund or by either party upon 60 days' written notice. No person other than
the Adviser regularly furnishes advice to the Fund with respect to the
desirability of the Fund's investing in, purchasing or selling securities.
CODE OF ETHICS
--------------
The Board of Trustees has determined that the personnel of the Trust may engage
in personal trading in compliance with general fiduciary principles that are
incorporated into the Trust's Code of Ethics. This Code of Ethics substantially
complies in all respects with Rule 17j-1 under the 1940 Act. It is noted that
under the Code: (1) the disinterested Trustees of the Trust are not required to
pre-clear personal securities transactions, and (2) the disinterested Trustees
need not report transactions where they were not provided with information about
the portfolio transactions contemplated for the Fund or executed for the Fund
for a period of 15 days before and after such transactions.
ADMINISTRATOR
-------------
The Administrator of the Fund is American Data Services, Inc. ("ADS" or the
"Administrator"), which has its principal office at The Hauppauge Corporate
Center, 150 Motor Parkway, Hauppauge, New York 11788. ADS is primarily in the
business of providing administrative, fund accounting and stock transfer
services to retail and institutional mutual funds through its offices in New
York, Denver and Los Angeles and as of the date of this Prospectus had assets
under administration in excess of $4 billion.
Pursuant to an Administrative Service Agreement with the Trust on behalf of the
Fund, the Administrator provides all administrative services necessary for the
Fund, subject to the supervision of the Trust's Board of Trustees. The
Administrator will provide persons to serve as officers of the Trust. Such
officers may be directors, officers or employees of the Administrator or its
affiliates.
The Administrative Service Agreement is terminable by the Board of Trustees of
the Trust or the Administrator on sixty days' written notice and may be assigned
provided the non-assigning party provides prior written consent. The Agreement
shall remain in effect for two years from the date of its initial approval, and
is subject to annual approval of the Board of Trustees for one-year periods
thereafter. The Agreement provides that in the absence of willful misfeasance,
bad faith or negligence on the part of the Administrator or reckless disregard
of its obligations thereunder, the Administrator shall not be liable for any
action or failure to act in accordance with its duties thereunder.
12
<PAGE>
Under the Administrative Service Agreement, the Administrator provides all
administrative services, including, without limitation: (i) provides services of
persons competent to perform such administrative and clerical functions as are
necessary to provide effective administration of the Fund; (ii) overseeing the
performance of administrative and professional services to the Fund by others,
including the Fund's Custodian; (iii) preparing, but not paying for, the
periodic updating of the Registration Statement and the Fund's Prospectus and
Statement of Additional Information in conjunction with Fund counsel, including
the printing of such documents for the purpose of filings with the Securities
and Exchange Commission and state securities administrators, preparing the
Fund's tax returns, and preparing reports to the Fund's shareholders and the
Securities and Exchange Commission; (iv) preparing , but not paying for, all
filings under the securities or "Blue Sky" laws of such states or countries as
are designated by the Distributor, which may be required to register or qualify,
or continue the registration or qualification, of the Fund and/or its shares
under such laws; (v) preparing notices and agendas for meetings of the Board of
Trustees and minutes of such meetings in all matters required by the 1940 Act to
be acted upon by the Board; and (vi) monitoring daily and periodic compliance
with respect to all requirements and restrictions of the 1940 Act, the Internal
Revenue Code and the Prospectus.
The Administrator, pursuant to a Fund Accounting Service Agreement in place with
the Trust, on behalf of the Fund, provides the Fund with all accounting
services, including, without limitation: (i) daily computation of net asset
value; (ii) maintenance of security ledgers and books and records as required by
the 1940 Act; (iii) production of the Fund's listing of portfolio securities and
general ledger reports; (iv) reconciliation of accounting records; (v)
calculation of yield and total return for the Fund; (vi) maintaining certain
books and records described in Rule 31a-1 under the 1940 Act, and reconciling
account information and balances among the Fund's Custodian and Adviser; and
(vii) monitoring and evaluating daily income and expense accruals, and sales and
redemptions of shares of the Fund.
ADMINISTRATOR'S FEES
--------------------
For the services rendered to the Fund by the Administrator, the Fund pays the
Administrator a monthly fee based on the Fund's average net assets as set forth
in the Prospectus. In addition, the Fund pays the Administrator for any
out-of-pocket expenses. These fees are set forth in the Fund's Prospectus.
In return for providing the Fund with all fund accounting related services, the
Fund pays the Administrator a monthly fee based on the Fund's average net
assets, plus any out-of-pocket expenses for such services.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
-------------------------------------------------------
Union Bank of California (the "Custodian"), located at 350 California Street,
San Francisco, California 94104, serves as custodian for the Fund's cash and
securities. The Custodian does not assist in, and is not responsible for,
investment decisions involving assets of the Fund.
American Data Services, Inc., the Fund's Administrator, also acts as the Fund's
transfer and dividend disbursing agent. The Fund pays American Data Services,
Inc. the greater of $900 per month or $9.00 per year per account, plus
out-of-pocket expenses, for rendering such transfer and dividend agency
services.
13
<PAGE>
DISTRIBUTOR
-----------
AmeriMutual Fund Distributors, Inc. ("the Distributor"), an affiliate of the
Administrator, has entered into a Distribution Agreement with the Trust, on
behalf of the Fund, to serve as the principal underwriter for the Fund and the
distributor for the Fund's shares.
The Distribution Agreement contains provisions with respect to renewal and
termination similar to those in the Investment Advisory Agreement described
above. Pursuant to the Distribution Agreement, the Trust has agreed to indemnify
the Distributor to the extent permitted by applicable law against certain
liabilities under the Securities Act of 1933.
OTHER EXPENSES
--------------
The Fund pays certain operating expenses that are not assumed by the Adviser,
the Trust or any of their respective affiliates. These expenses, together with
fees paid to the Adviser, the Administrator, the Custodian, the Distributor and
the Transfer Agent, are deducted from the income of the Fund, respectively,
before dividends are paid. These expenses include, but are not limited to,
organizational costs and expenses of officers and Trustees who are not
affiliated with the Adviser, the Trust or any of their respective affiliates,
taxes, interest, legal fees, custodian fees, audit fees, brokerage fees and
commissions, fees and expenses of registering and qualifying the Fund and its
shares for distribution under federal and various state securities laws, the
expenses of reports to shareholders, shareholders' meetings and proxy
solicitations.
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE
--------------------------------------------------
The Fund's assets are invested by the Adviser in a manner consistent with its
investment objectives, policies, and restrictions and with any instructions the
Board of Trustees may issue from time to time. Within this framework, the
Adviser is responsible for making all determinations as to the purchase and sale
of portfolio securities and for taking all steps necessary to implement
securities transactions on behalf of the Fund.
U.S. Government securities generally are traded in the over-the-counter market
through broker-dealers. A broker-dealer is a securities firm or bank that makes
a market for securities by offering to buy at one price and sell at a slightly
higher price. The difference between the prices is known as a spread.
In placing orders for the purchase and sale of portfolio securities for the
Fund, the Adviser will use its best efforts to obtain the best possible price
and execution and will otherwise place orders with broker-dealers subject to and
in accordance with any instructions the Board of Trustees may issue from time to
time. The Adviser will select broker-dealers to execute portfolio transactions
on behalf of the Fund primarily on the basis of best price and execution.
When consistent with the objectives of prompt execution and favorable net price,
business may be placed with broker-dealers who furnish investment research or
services to the Adviser. Such research or services include advice, both directly
and in writing, as to the value of securities; the advisability of investing in,
purchasing or selling securities; and the availability of securities, or
purchasers or sellers of securities; as well as analyses and reports concerning
issues, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts. To the extent portfolio transactions are
effected with broker-dealers who furnish research services to the Adviser, the
Adviser receives a benefit, not capable of evaluation in dollar amounts, without
providing any direct monetary benefit to the Fund from these transactions. The
Adviser believes that most research services obtained by it generally benefit
several or all of the investment companies and private accounts that it manages,
as opposed to solely benefiting one specific managed fund or account.
14
<PAGE>
Transactions on U.S. stock exchanges, commodities markets and futures markets
and other agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different brokers. A
particular broker may charge different commissions according to such factors as
the difficulty and size of the transaction. Transactions in foreign investments
often involve the payment of fixed brokerage commissions, which may be higher
than those in the United States. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price paid by
the Fund usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.
It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive brokerage and research services (as defined in the Securities Exchange
Act of 1934, as amended (the "1934 Act")) from broker-dealers that execute
portfolio transactions for the clients of such advisers and from third parties
with which such broker-dealers have arrangements. Consistent with this practice,
the Adviser may receive brokerage and research services and other similar
services from many broker-dealers with which the Adviser may place the Fund's
portfolio transactions and from third parties with which these broker-dealers
have arrangements. These services include such matters as general economic and
market reviews, industry and company reviews, evaluations of investments,
recommendations as to the purchase and sale of investments, newspapers,
magazines, pricing services, quotation services, news services and personal
computers utilized by the Adviser. Where the services referred to above are not
used exclusively by the Adviser for research purposes, the Adviser, based upon
its own allocations of expected use, bears that portion of the cost of these
services which directly relates to their non-research use. Some of these
services are of value to the Adviser and its affiliates in advising a variety of
their clients (including the Fund), although not all of these services are
necessarily useful and of value in managing the Fund. The management fee paid by
the Fund is not reduced because the Adviser and its affiliates receive these
services even though the Adviser might otherwise be required to purchase some of
these services for cash.
As permitted by Section 28(e) of the 1934 Act, the Adviser may cause the Fund to
pay a broker-dealer which provides "brokerage and research services" (as defined
in the 1934 Act) to the Adviser an amount of disclosed commission for effecting
securities transactions on stock exchanges and other transactions for the Fund
on an agency basis in excess of the commission which another broker-dealer would
have charged for effecting that transaction. The Adviser's authority to cause
the Fund to pay any such greater commissions is also subject to such policies as
the Trustees may adopt from time to time. The Adviser does not currently intend
to cause the Fund to make such payments. It is the position of the staff of the
Securities and Exchange Commission that Section 28(e) does not apply to the
payment of such greater commissions in "principal" transactions. Accordingly,
the Adviser will use its best effort to obtain the most favorable price and
execution available with respect to such transactions, as described above.
15
<PAGE>
Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc. and subject to seeking the most favorable price and execution
available and such other policies as the Trustees may determine, the Adviser may
consider sales of shares of the Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund.
TAXATION
--------
The Fund intends to qualify each year as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
so qualifying, the Fund will not incur federal income or state taxes on its net
investment company taxable income and on net realized capital gains (net
long-term capital gains in excess of the sum of net short-term capital losses
and capital losses carryovers from the prior 8 years) to the extent distributed
as dividends to shareholders.
To qualify as a regulated investment company, the Fund must, among other things
(a) derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock, securities or foreign currencies, or other income
(including gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies;
(b) diversify its holdings so that, at the end of each quarter of the taxable
year, (i) at least 50% of the market value of the Fund's assets is represented
by cash, U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other securities of any one
issuer limited for the purposes of this calculation to an amount not greater
than 5% of the value of the Fund's total assets and 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
total assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies); and (c) distribute to its shareholders at least 90% of its
investment company taxable income (which includes dividends, interest and net
short-term capital gains in excess of any net long-term capital losses) and 90%
of its net exempt interest income each taxable year.
Amounts not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible 4% excise tax at the
Fund level. To avoid the tax, the Fund must distribute during each calendar year
an amount equal to the sum of (a) at least 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar year, (b) at
least 98% of its capital gains in excess of capital losses (adjusted for certain
ordinary losses) for a one-year period generally ending on October 31st of the
calendar year, and (c) all ordinary income and capital gains for previous years
that were not distributed during such years.
Under the Code, dividends derived from interest, and any short-term capital
gains, are taxable to shareholders as ordinary income for federal and state tax
purposes, regardless of whether such dividends are taken in cash or reinvested
in additional shares. Distributions made from the Fund's net realized long-term
capital gains (if any) and designated as capital gain dividends are taxable to
shareholders as long-term capital gains, regardless of the length of time Fund
shares are held. Corporate investors are not eligible for the dividends-received
deduction with respect to distributions derived from interest on short-or
long-term capital gains from the Fund but may be entitled to such a deduction in
respect to distributions attributable to dividends received by the Fund. A
distribution will be treated as paid on December 31st of a calendar year if it
is declared by the Fund in October, November or December of the year with a
record date in such a month and paid by the Fund during January of the following
year. Such distributions will be taxable to shareholders in the calendar year
the distributions are declared, rather than the calendar year in which the
distributions are received.
16
<PAGE>
Distributions paid by the Fund from net long-term capital gains (excess of
long-term capital gains over long-term capital losses), if any, whether received
in cash or reinvested in additional shares, are taxable as long-term capital
gains, regardless of the length of time you have owned shares in the Fund.
Distributions paid by the Fund from net short-term capital gains (excess of
short-term capital gains over short-term capital losses), if any, whether
received in cash or reinvested in additional shares are taxable as ordinary
income. Capital gains distributions are made when the Fund realizes net capital
gains on sales of portfolio securities during the year.
Any redemption or exchange of the Fund's shares is a taxable event and may
result in a capital gain or loss. A gain or loss, if the shares are capital
assets in the shareholder's hands, and will be long-term, mid-term or short-term
generally depending upon the shareholder's holding period for the shares. Any
loss realized on a disposition will be disallowed by "wash sale" rules to the
extent the shares disposed of are replaced within a period of 61 days beginning
30 days before and ending 30 days after the disposition. In such a case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized by a shareholder on a disposition of shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of capital gain dividends received by the
shareholder with respect to such shares.
Dividend distributions, capital gains distributions, and capital gains or losses
from redemptions and exchanges may also be subject to state and local taxes.
Ordinarily, distributions and redemption proceeds paid to Fund shareholders are
not subject to withholding of federal income tax. However, 31% of the Fund's
distributions and redemption proceeds must be withheld if a Fund shareholder
fails to supply the Fund or its agent with such shareholder's taxpayer
identification number or if the Fund shareholder who is otherwise exempt from
withholding fails to properly document such shareholder's status as an exempt
recipient.
The information above is only a summary of some of the tax considerations
generally affecting the Fund and its shareholders. No attempt has been made to
discuss individual tax consequences. To determine whether the Fund is a suitable
investment based on his or her tax situation, a prospective investor may wish to
consult a tax advisor.
VOTING AND OWNERSHIP OF SHARES
------------------------------
Each share of the Fund has one vote in the election of Trustees. Cumulative
voting is not authorized for the Fund. This means that the holders of more than
50% of the shares voting for the election of Trustees can elect 100% of the
Trustees if they choose to do so, and, in that event, the holders of the
remaining shares will be unable to elect any Trustees.
Shareholders of the Fund and any other future series of the Trust will vote in
the aggregate and not by series except as otherwise required by law or when the
Board of Trustees determines that the matter to be voted upon affects only the
interest of the shareholders of a particular series. Matters such as
ratification of the independent public accountants and election of Trustees are
not subject to separate voting requirements and may be acted upon by
shareholders of the Trust voting without regard to series.
17
<PAGE>
On _____________, 2000, the Adviser invested $100,000 in shares of the Fund at
$10.00 per share, as seed capital. The Adviser will control the Fund until
public shareholders begin investing in the Fund thereby diluting the ownership
of Fund shares by the Adviser.
The authorized capitalization of Satuit Capital Management Trust consists of 1
billion shares of beneficial interest of $0.001 par value per share. Each share
has equal dividend, distribution and liquidation rights. There are no conversion
or preemptive rights applicable to any shares of the Fund. All shares issued are
fully paid and non-assessable..
PURCHASE OF SHARES
------------------
Shares of the Fund may be purchased at the net asset value per share next
determined, plus any applicable sales load, after receipt of an order by the
Fund's Transfer Agent in proper form with accompanying check or other bank wire
payment arrangements satisfactory to the Fund. The minimum initial investment in
the Fund is $5,000 (except for individual retirement accounts for which the
minimum initial investment is $1,000) and the minimum subsequent investment is
$1,000 (except for individual retirement accounts for which the minimum
subsequent investment is $250).
REDEMPTION OF SHARES
--------------------
Redemption of shares, or payment for redemptions, may be suspended at times (a)
when the New York Stock Exchange is closed for other than customary weekend or
holiday closings, (b) when trading on said Exchange is restricted, (c) when 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 any other
period when the Securities and Exchange Commission, by order, so permits,
provided that applicable rules and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions prescribed in (b) or (c)
exist.
Shareholders who purchased shares through a broker-dealer may also redeem such
shares by written request to the Transfer Agent which shares are held by the
Transfer Agent at the address set forth in the Prospectus. To be considered in
"good order", written requests for redemption should indicate the dollar amount
or number of shares to be redeemed, refer to the shareholder's Fund account
number, including either the social security or tax identification number. The
request should be signed in exactly the same way the account is registered. If
there is more than one owner of the shares, all owners must sign. If shares to
be redeemed have a value of $5,000 or more or redemption proceeds are to be paid
by someone other than the shareholder at the shareholder's address of record,
the signature(s) must be guaranteed by an "eligible guarantor institution,"
which includes a commercial bank that is a member of the Federal Deposit
Insurance Corporation, a trust company, a member firm of a domestic stock
exchange, a savings association or a credit union that is authorized by its
charter to provide a signature guarantee. The Transfer Agent may reject
redemption instructions if the guarantor is neither a member of nor a
participant in a signature guarantee program. Signature guarantees by notaries
public are not acceptable. The purpose of a signature guarantee is to protect
shareholders against the possibility of fraud. Further documentation will be
requested from corporations, administrators, executors, personal
representatives, trustees and custodians. Redemption requests given by facsimile
will not be accepted. Unless other instructions are given in proper form, a
check for the proceeds of the redemption will be sent to the shareholder's
address of record. Share purchases and redemptions are governed by Delaware
state law.
18
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
---------------------------
Net investment income, if any, is declared as dividends and paid annually.
Substantially all the realized net capital gains for the Fund, if any, are also
declared and paid on an annual basis. Dividends and distributions are payable to
shareholders of record at the time of declaration.
Distributions from the Fund are automatically reinvested in additional Fund
shares unless the shareholder has elected to have them paid in cash.
NET ASSET VALUE
---------------
The price per share of the Fund is referred to as the Fund's "net asset value."
The method for determining the Fund's net asset value is summarized in the
Prospectus in the text following the heading "WHEN AND HOW NAV IS DETERMINED".
The net asset value of the Fund's shares is determined on each day on which the
NYSE is open, provided that the net asset value need not be determined on days
when no Fund shares are tendered for redemption and no order for Fund shares is
received. The NYSE is not open for business on the following holidays (or on the
nearest Monday or Friday if the holiday falls on a weekend): New Year's Day,
President's Day, Good Friday, Martin Luther King, Jr. Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
PERFORMANCE COMPARISONS
-----------------------
Total return quoted in advertising and sales literature reflects all aspects of
the Fund's return, including the effect of reinvesting dividends and capital
gain distributions and any change in the Fund's net asset value during the
period.
The Fund's total return must be displayed in any advertisement containing the
Fund's yield. Total return is the average annual total return for the 1-, 5- and
10-year period ended on the date of the most recent balance sheet included in
the Statement of Additional Information, computed by finding the average annual
compounded rates of return over 1-, 5- and 10-year periods that would equate the
initial amount invested to the ending redeemable value according to the
following formula:
P(1 + T)n = ERV
Where:
P = a hypothetical initial investment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1000 payment made at the beginning of the
1-, 5- or 10-year periods at the end of the
1-, 5-or 10-year periods (or fractions
thereof).
19
<PAGE>
Because the Fund has not had a registration in effect for 1, 5 or 10 years, the
period during which the registration has been effective shall be substituted.
Average annual total return is calculated by determining the growth or decline
in value of a hypothetical historical investment in the Fund over a stated
period and then calculating the annual compounded percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant throughout the period. For example, a cumulative total return of 100%
over 10 years would produce an average annual total return of 7.18%, which is
the steady annual rate that would result in 100% growth on a compounded basis in
10 years. While average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that the Fund's performance is
not constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.
In addition to average annual total returns, the Fund may quote unit asset value
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total returns may
be quoted as a percentage or as a dollar amount and may be calculated for a
single investment, a series of investments, or a series of redemptions over any
time period. Performance information may be quoted numerically or in a table,
graph, or similar illustration.
The Fund's performance may be compared with the performance of other funds with
comparable investment objectives, tracked by fund rating services or with other
indexes of market performance. Sources of economic data that may be considered
in making such comparisons may include, but are not limited to, rankings of any
mutual fund or mutual fund category tracked by Lipper Analytical Services, Inc.
or Morningstar, Inc.; data provided by the Investment Company Institute; major
indexes of stock market performance; and indexes and historical data supplied by
major securities brokerage or investment advisory firms. The Fund may also
utilize reprints from newspapers and magazines furnished by third parties to
illustrate historical performance.
The agencies listed below measure performance based on their own criteria rather
than on the standardized performance measures described in the preceding
section.
Lipper Analytical Services, Inc. distributes mutual fund rankings
monthly. The rankings are based on total return performance calculated
by Lipper, generally reflecting changes in net asset value adjusted for
reinvestment of capital gains and income dividends. They do not reflect
deduction of any sales charges. Lipper rankings cover a variety of
performance periods, including year-to-date, 1-year, 5-year, and
10-year performance. Lipper classifies mutual funds by investment
objective and asset category.
Morningstar, Inc. distributes mutual fund ratings twice a month. The
ratings are divided into five groups: highest, above average, neutral,
below average and lowest. They represent the fund's historical
risk/reward ratio relative to other funds in its broad investment class
as determined by Morningstar, Inc. Morningstar ratings cover a variety
of performance periods, including 1-year, 3-year, 5-year, 10-year and
overall performance. The performance factor for the overall rating is a
weighted-average assessment of the fund's 1-year, 3-year, 5-year, and
10-year total return performance (if available) reflecting deduction of
expenses and sales charges. Performance is adjusted using quantitative
20
<PAGE>
techniques to reflect the risk profile of the fund. The ratings are
derived from a purely quantitative system that does not utilize the
subjective criteria customarily employed by rating agencies such as
Standard & Poor's and Moody's Investor Service, Inc.
CDA/Weisenberger's Management Results publishes mutual fund rankings
and is distributed monthly. The rankings are based entirely on total
return calculated by Weisenberger for periods such as year-to-date,
1-year, 3-year, 5-year and 10-year. Mutual funds are ranked in general
categories (e.g., international bond, international equity, municipal
bond, and maximum capital gain). Weisenberger rankings do not reflect
deduction of sales charges or fees.
Independent publications may also evaluate the Fund's performance. The Fund may,
from time to time, refer to results published in various periodicals, including
Barrons, Financial World, Forbes, Fortune, Investor's Business Daily,
Kiplinger's Personal Finance Magazine, Money, U.S. News and World Report and The
Wall Street Journal.
COUNSEL AND INDEPENDENT AUDITORS
--------------------------------
Legal matters in connection with the Trust, including the issuance of shares of
beneficial interest of the Fund, are passed upon by Spitzer & Feldman PC, 405
Park Avenue, New York, New York 10022. McCurdy & Associates, CPAs, Inc., 27955
Clemens Road, Westlake, Ohio 44145 have been selected as independent auditors
for the Fund.
OTHER INFORMATION
-----------------
The investment adviser for the Fund is Satuit Capital Management, LLC, a
recently formed Delaware limited liability company which was registered as an
investment adviser with the SEC on August 16, 2000. The Trust has filed a
registration statement under the Securities Act of 1933 and the 1940 Act with
respect to the shares offered. Such registrations do not imply approval or
supervision of the Fund or the Adviser by the SEC.
For further information, please refer to the registration statement and exhibits
on file with the SEC in Washington, D.C. These documents are available upon
payment of a reproduction fee. Statements in the Prospectus and in this SAI
concerning the contents of contracts or other documents, copies of which are
filed as exhibits to the registration statement, are qualified by reference to
such contracts or documents.
FINANCIAL STATEMENTS
--------------------
There is no annual report available for the Fund at this time.
21
<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, thereunto duly
authorized, in the City of Scituate and State of Massachusetts, on the 21st day
of September, 2000.
SATUIT CAPITAL MANAGEMENT TRUST
By: /S/ ROBERT J. SULLIVAN
------------------------
Robert J. Sullivan
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.
/S/ ROBERT J. SULLIVAN President, Treasurer, and September 21, 2000
----------------------- Chairman of the
Robert J. Sullivan Board of Trustees
/S/ MICHAEL D. MUFFOLETTO Trustee September 21, 2000
-------------------------
Michael D. Muffoletto
/S/ KEVIN M. HAGGERTY Trustee September 21, 2000
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Kevin M. Haggerty
The above persons signing as Trustees are all of the members of the Trust's
Board of Trustees.
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