Registration No. __________
ICA No. 811-
------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
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:
Pre-Effective Amendment No.
--------
Post-Effective Amendment No.
------
(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>
It is proposed that this filing will become effective (check
appropriate box):
[ ] immediately upon filing pursuant to paragraph (b).
[ ] on (date) pursuant to paragraph (b).
[ ] 60 days after filing pursuant to paragraph (a)(1).
[ ] on (date) pursuant to paragraph (a)(1).
[ ] 75 days after filing pursuant to paragraph (a)(2).
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
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.
<PAGE>
SATUIT CAPITAL MICRO CAP FUND
A SERIES OF
SATUIT CAPITAL MANAGEMENT TRUST
PROSPECTUS DATED ________, 2000
[LOGO]
SATUIT CAPITAL MANAGEMENT, LLC
INVESTMENT ADVISER
The SATUIT CAPITAL MICRO CAP FUND, a series of SATUIT CAPITAL MANAGEMENT TRUST,
seeks to provide investors with long-term capital appreciation by investing in a
diversified portfolio of domestic common stocks with market capitalizations
under $500 million that the Adviser believes exhibit reasonable valuations and
have favorable growth prospects.
This Prospectus, dated __________, 2000, concisely describes the information
about the Fund that you ought to know before investing. Please read it carefully
before investing and retain it for future reference. A Statement of Additional
Information ("SAI") about the Fund, dated ____________, 2000, is available free
of charge. The address of the Trust is Satuit Capital Management Trust, c/o
American Data Services, The Hauppauge Corporate Center, 150 Motor Parkway,
Hauppauge, New York 11788 or telephone (877) XXX-XXXX. The SAI has been filed
with the Securities and Exchange Commission and is incorporated in its entirety
by reference in this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL
<PAGE>
--------------------------------------------------------------------------------
TABLE OF CONTENTS
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PAGE
----
RISK RETURN SUMMARY...........................................................1
PERFORMANCE...................................................................2
MANAGEMENT....................................................................6
YOUR ACCOUNT..................................................................8
HOW TO OPEN AN ACCOUNT AND PURCHASE SHARES...................................9
HOW TO SELL (REDEEM) SHARES OF THE FUND......................................11
WHEN AND HOW NAV IS DETERMINED...............................................14
DISTRIBUTIONS................................................................15
FEDERAL TAX CONSIDERATIONS...................................................16
PERFORMANCE COMPARISONS......................................................16
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT......................17
COUNSEL AND INDEPENDENT AUDITORS.............................................17
FINANCIAL HIGHLIGHTS.........................................................17
ORGANIZATION.................................................................17
FOR MORE INFORMATION.........................................................18
<PAGE>
RISK RETURN SUMMARY
The following discussion describes the investment objective and principal
investment strategies and risks of the Satuit Capital Micro Cap Fund (the
"Fund"). The investment objective of the Fund is a fundamental policy and cannot
be changed without the approval of a majority of the Fund's outstanding shares.
As with any mutual fund, there can be no guarantee that the investment objective
of the Fund will be achieved.
[GRAPHIC OMITTED]
INVESTMENT OBJECTIVES
The Fund's investment objective is to provide investors with long-term capital
appreciation.
[GRAPHIC OMITTED]
PRINCIPAL INVESTMENT STRATEGIES
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.
1
<PAGE>
[GRAPHIC OMITTED]
PRINCIPAL RISKS OF INVESTING IN THE FUND.
Investing in common stocks has inherent risks that could cause you to
lose money. The principal risks of investing in the Fund are listed below and
could adversely affect the net asset value, total return and value of the Fund
and your investment.
- STOCK MARKET RISKS: Stock mutual funds are subject to stock market
risks and significant fluctuations in value. If the stock market
declines in value, the Fund is likely to decline in value and you
could lose money on your investment.
- STOCK SELECTION RISKS: The portfolio securities selected by the
Adviser may decline in value or not increase in value when the stock
market in general is rising and may fail to meet the Fund's
investment objective.
- LIQUIDITY RISKS: The Adviser may not be able to sell portfolio securities
at an optimal time or price.
- MICRO CAP COMPANY RISKS: The market price of stocks of micro cap
companies may be more volatile than those of larger cap companies.
Stocks of micro cap companies are generally less liquid than large
cap stocks.
You could lose money on your investment in the Fund, or the Fund may not perform
as well as other possible investments. The Fund does not constitute a balanced
or complete investment program and the net asset value of its shares will
fluctuate based on the value of the securities held by the Fund.
WHO MAY WANT TO INVEST IN THE FUND
We designed the Fund for investors desiring an investment alternative and who
seek one or more of the following:
- long-term capital appreciation;
- a stock fund to complement a portfolio of more conservative investments;
- a stock fund that uses a balanced approach of value and growth investing;
or
- a stock fund that invests solely in domestic micro-cap companies.
The Fund may NOT be suitable for you if:
- You need regular income or stability of principal;
- You are pursuing a short-term goal or investing emergency reserves; or
- You are pursuing an investment strategy that is highly speculative.
2
<PAGE>
PERFORMANCE
No prior performance information for the Fund is being presented because, to
date, the Fund has not had annual returns for a full year.
FEE TABLE
As an investor, you pay certain fees and expenses if you buy and hold shares of
the Fund. The maximum transaction costs and total annual expenses associated
with investing in shares of the Fund are described in the table below and are
further explained in the example that follows:
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER FEES (fees paid directly from your investment) None
ESTIMATED ANNUAL FUND OPERATION EXPENSES
(expenses that are deducted from fund assets)
Management Fees 1.50%
Distribution (Rule 12b-1) Fees None
Other Expenses(1)(2) 1.30%
-----
Total Annual Fund Operating Expenses(2) 2.80%
<FN>
-----------------
(1) Other Expenses includes, among other expenses, administrative, custody,
transfer agency and shareholder servicing fees.
(2) Other Expenses and Total Annual Fund Operating Expenses are based on
estimated amounts for the current fiscal year assuming $10 million in
average annual net assets.
</FN>
</TABLE>
EXAMPLE
THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.
THE EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME
PERIODS INDICATED AND THEN REDEEM ALL OF YOUR SHARES AT THE END OF THESE
PERIODS. THE EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RATE OF RETURN
EACH YEAR AND THAT THE FUND'S OPERATING EXPENSES REMAIN THE SAME. ALTHOUGH YOUR
ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COST FOR
THE FUND WOULD BE:
1 YEAR 3 YEARS
$----- $-----
INVESTMENT STRATEGIES
The Fund seeks to achieve its investment objective by investing at least 85% of
its net assets in a diversified portfolio of 85 to 125 domestic common stocks
with market capitalizations under $500 million (micro caps). For liquidity
purposes or pending the investment in securities in furtherance of its
investment objective, the Fund may invest up to 10% of its net assets in U.S.
Government securities, repurchase agreements and high quality short-term debt
3
<PAGE>
and money market instruments. As a non-principal investment technique, the Fund
may also lend up to 33 1/3% of its portfolio securities to broker-dealers
provided that these transactions are fully collateralized at all times with
cash, U.S. Government securities or high quality, short-term debt or money
market instruments. The Adviser may utilize various trading techniques to
enhance Fund performance, including engaging in short sales, in order to create
investment opportunities that increase the Fund's return.
The Adviser believes that micro cap securities which exhibit a combination of
reasonable valuations and above average growth rates will, over the long term,
outperform the broader stock market and provide superior investment returns to
investors. To that end, the Adviser generally seeks to identify common stocks of
companies which are currently priced below the Adviser's estimation of their
potential, have earnings that may be expected to grow faster than the U.S.
economy in general, and/or offer the potential for accelerated earnings growth
due to rapid growth of sales, new products, management changes, or structural
changes in the economy.
The process to select portfolio securities of the Fund occurs in two stages.
First, the Adviser utilizes proprietary quantitative analysis of both value and
growth characteristics to rank U.S. companies with market capitalizations under
$500 million. The purpose of the ranking is to identify those micro cap
companies which, in the Adviser's opinion, demonstrate the most reasonable
valuations and above-average growth rates.
The Adviser uses valuation analysis to determine the inherent value of the
company. Such analysis includes a review of a company's financial information
such as price to book ratios, price to sales ratios, return on equity ratios,
and return on assets ratios. The Adviser uses growth analysis to determine a
company's potential for long-term dividends and earnings growth. Such analysis
involves evaluating a company's dividends and earnings prospects based on its
potential for revenue growth due to growing market share, the launch of new
products or services, the strength of its management and its financial
condition.
The second stage of the selection process requires subjecting the top 20% of the
ranked common stocks to a detailed qualitative analysis in order to determine
the sustainability of each company's valuation and growth characteristics. Such
analysis includes a review of each company's market sector, competitive position
within that market sector, and business prospects in addition to regularly
conducting personal interviews with company management, major customers and
suppliers, and Wall Street analysts who cover the stocks being evaluated. The
Adviser will use these conversations to determine whether the drivers of revenue
growth, margin expansion, and balance sheet improvement are sustainable over the
long term.
The Advisor recognizes that investment management is a dynamic process and will
constantly monitor the Fund's investment portfolio's positions for adverse
changes in the Fund's investment portfolio's. Portfolio securities may be sold
as a result of adverse changes in the stock markets generally, or to a specific
issuer, that results in poor relative performance. Portfolio securities may also
be sold if the Adviser determines that the valuation and growth characteristics
that formed the basis for purchasing a stock no longer meet the criteria for
portfolio securities of the Fund.
TEMPORARY DEFENSIVE STRATEGY. The Fund may, from time to time, take temporary
defensive positions that are inconsistent with the Fund's principal investment
strategies in order to respond to adverse market, economic, political or other
unfavorable conditions. Under these circumstances, the Fund may invest a
substantial portion of its assets in high quality, short-term debt securities
and money market instruments. These short-term debt securities and money market
instruments include commercial paper, certificates of deposit, bankers'
acceptances, and U.S. Government securities. When the Fund is making such
defensive investments, the Fund may not achieve its investment objective.
4
<PAGE>
PORTFOLIO TURNOVER. The Adviser recognizes that investment management is a
dynamic process and thus will constantly monitor and reevaluate the Fund's
investments in order to maximize, to the extent possible, the capital
appreciation of the investment portfolio. This process allows the Adviser to
determine whether any of the Fund's investments have lost value or whether
securities not held by the Fund seem poised for growth under developing market
conditions and to adjust the Fund's holdings accordingly. The Adviser does not
anticipate this process to result in high portfolio turnover and does not intend
to aggressively trade the Fund's assets. The Fund expects that its annual
portfolio turnover rate will be, under normal conditions, between 50% and 75%.
--------------------------------------------------------------------------------
MAIN RISKS
--------------------------------------------------------------------------------
INVESTING IN MUTUAL FUNDS
All mutual funds carry a certain amount of risk, which may cause you to lose
money on your investment. The following describes the primary risks of investing
in the Fund based on the Fund's specific investment objective and strategies. 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 cannot give any assurance that its investment objective will be
achieved. In addition, you should be aware that as of the date of this
Prospectus the Fund has no operating history.
MARKET RISK
The net asset value of the Fund will fluctuate based on changes in the value of
the securities held in the investment portfolio. The stock market is generally
susceptible to volatile fluctuations in market price. Market prices of
securities in which the Fund invests may be adversely affected by an issuer's
having experienced losses or by the lack of earnings or by the issuer's failure
to meet the market's expectations with respect to new products or services, or
even by factors wholly unrelated to the value or condition of the issuer. The
value of the securities held by the Fund is also subject to the risk that a
specific segment of the stock market does not perform as well as the overall
market. Under any of these circumstances, the value of the Fund's shares and
total return will fluctuate, and your investment may be worth more or less than
your original cost when you redeem your shares.
INVESTMENT IN MICRO-CAPITALIZATION COMPANIES
The Fund invests in micro-capitalization companies (generally a market
capitalization of $500 million or less). Accordingly, the Fund may be subject to
the additional risks associated with investment in companies with smaller
capital structures. The market prices of the securities of such companies tend
to be more volatile than those of larger companies. Further, these securities
tend to trade at a lower volume than do those of larger companies. If the Fund
is heavily invested in these securities and the value of these securities
suddenly decline, the net asset value of the Fund will be more susceptible to
sudden and significant losses.
<PAGE>
SHORT SALES ("NOT AGAINST THE BOX")
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.
--------------------------------------------------------------------------------
MANAGEMENT
--------------------------------------------------------------------------------
BOARD OF TRUSTEES
The business of the Fund is managed under the direction of the Board of Trustees
(the "Board") of Satuit Capital Management Trust (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 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.
PORTFOLIO MANAGER
Robert J. Sullivan, the Portfolio Manager of the Fund, has over 15 years of
investment and financial services experience. Previously, Mr. Sullivan was
employed by Cadence Capital Management as a Portfolio Manager and Senior Equity
Analyst. Cadence is an institutional asset management firm with over $6 Billion
in assets under management. Mr. Sullivan's responsibilities included direct
research, analysis, and investment responsibility for the Capital Goods, Basic
Materials, and Transportation sectors. Prior to joining Cadence, Mr. Sullivan
was employed by Fidelity Capital Markets, the institutional block-trading desk
6
<PAGE>
of Fidelity Management & Research Company, as an institutional equity sales
trader. Before moving to Fidelity Capital Markets, Mr. Sullivan was employed by
Bridge Information Systems as a sales and customer service representative with
account responsibilities for both buy and sell side firms in Boston & New York.
Mr. Sullivan holds a Bachelors of Science in Economics from the University of
Maryland. Mr. Sullivan also holds Series 7, 22, and 63 licenses from the
National Association of Securities Dealers.
OTHER EXPENSES
The Fund pays certain operating expenses directly, including, but not limited to
custodian, audit and legal fees, costs of printing and mailing prospectuses,
statements of additional information, proxy statements, notices, and reports to
shareholders, insurance expenses, and costs of registering its shares for sale
under federal and state securities laws.
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.
ADS provides administrative, executive and regulatory services to the Fund. It
supervises the preparation of the Fund's tax returns and coordinates the
preparation of reports to and filings with the Securities and Exchange
Commission and various state securities authorities, subject to the supervision
of the Trust's Board of Trustees.
For the services rendered to the Fund by the Administrator, the Fund pays the
Administrator, on a monthly basis, an annual fee equal to ___% of the first $__
million, ___% of the next $__ million, and ___% of the remaining balance of the
Fund's average daily net assets. The fee is subject to a monthly minimum of
$3,000. The Fund also reimburses the Administrator for any out-of-pocket
expenses incurred by the Administrator on behalf of the Fund.
DISTRIBUTOR
AmeriMutual Fund Distributors, Inc. (the "Distributor"), an affiliate of the
Administrator, has entered into a distribution agreement with the Trust to serve
as the principal underwriter for the Fund and the distributor for the Fund's
shares. In consideration of these services, the Distributor is paid a monthly
fee equal to one-quarter (0.25%) percent of the Fund's average daily net assets
on an annualized basis.
SHAREHOLDER SERVICING AGENT
ADS is responsible for paying various shareholder servicing agents for
performing shareholder servicing functions and maintaining shareholder accounts.
These agents have written shareholder servicing agreements with ADS and perform
these functions on behalf of their clients who own shares of the Fund. For this
service, ADS receives an annual shareholder-servicing fee from the Fund equal to
0.25% of the Fund's average daily net assets.
7
<PAGE>
--------------------------------------------------------------------------------
YOUR ACCOUNT
[GRAPHIC OMITTED]
--------------------------------------------------------------------------------
TYPES OF ACCOUNTS
If you are making an initial investment in the Fund, you will need to open an
account. You may establish the following types of accounts:
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS. Individual and sole
proprietorship accounts are owned by one person; joint accounts can have two or
more owners. All owners of the joint account must sign written instructions to
purchase or redeem shares or to change account information exactly as their
names appear on the account. If you elect telephone privileges, however,
redemption requests by telephone may be made by any one of the joint account
owners.
UNIFORM GIFT OR TRANSFER TO MINOR ACCOUNTS (UGMA, UTMA). Depending on the laws
of your state, you can set up a custodial account under the Uniform Gift (or
Transfers) to Minors Act. These custodial accounts provide a way to give money
to a child and obtain tax benefits. To open a UGAM or UTMA account, you must
include the minor's social security number on the application and the custodian,
or trustee, of the UGMA or UTMA must sign instructions in a manner indicating
trustee capacity.
CORPORATE AND PARTNERSHIP ACCOUNTS. To open a corporate or partnership account,
or to send instructions to the Fund, the following documents are required:
- For corporations, a corporate resolution signed by an authorized person
with a signature guarantee.
- For partnerships, a certification for a partnership agreement, or the pages
from the partnership agreement that identify the general partners.
An authorized officer of the corporation or other legal entity must sign the
application.
TRUST ACCOUNTS. The trust must be established before you can open a trust
account. To open the account you must include the name of each trustee, the name
of the trust and provide a certification for trust, or the pages from the trust
document that identify the trustees.
RETIREMENT ACCOUNTS. The Fund offers IRA accounts, including traditional IRA,
Roth IRA, Rollover IRA, SEP-IRA, SIMPLE IRA and Keogh accounts. Fund shares may
also be an appropriate investment for other retirement plans. Before investing
in any IRA or other retirement plan, you should consult your tax advisor.
Whenever making an investment in an IRA be sure to indicate the year in which
the contribution is made.
<PAGE>
--------------------------------------------------------------------------------
HOW TO OPEN AN ACCOUNT AND PURCHASE SHARES
--------------------------------------------------------------------------------
Once you have chosen the type of account and a class of shares, you are ready to
establish an account.
GENERAL INFORMATION
The Fund does not issue share certificates.
You will receive quarterly statements and a confirmation of each transaction.
You should verify the accuracy of all transactions in your account as soon as
you receive your confirmation.
During unusual market conditions, the Fund may temporarily suspend or
discontinue any service or privilege.
MINIMUM INITIAL PURCHASES
The Fund accepts investments in the following minimum amounts:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
TYPE OF ACCOUNT MINIMUM INITIAL INVESTMENT MINIMUM SUBSEQUENT INVESTMENT
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Individual, Sole proprietorship or Joint accounts $5,000 $1,000
---------------------------------------------------------------------------------------------------------------------------------
Corporate, partnership or trust accounts $5,000 $1,000
---------------------------------------------------------------------------------------------------------------------------------
Uniform Gift or Transfer to a Minor Accounts (ugma, utma) $5000 $1,000
---------------------------------------------------------------------------------------------------------------------------------
Individual Retirement Accounts (IRA) $1000 $250
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Fund or Adviser may waive or lower these minimums in certain cases. YOU MUST
COMPLETE AND SIGN AN APPLICATION FOR EACH ACCOUNT YOU OPEN WITH THE FUND.
The price for Fund shares is the Fund's net asset value per share (NAV) plus any
applicable sales charge. We determine the NAV as of the close of trading on the
New York Stock Exchange (normally 4:00 p.m. Eastern time) every day that the
Exchange is open. We will price your order at the next NAV calculated after the
Fund accepts your order. For more information on how we price shares, see "WHEN
AND HOW NAV IS DETERMINED" on page 16.
9
<PAGE>
METHOD OF PURCHASE
------------------
BY TELEPHONE
To open an account by telephone, call (877) XXX-XXXX to obtain an account number
and instructions. We will take information necessary to open your account,
including social security or tax identification number, over the phone.
After you have obtained an account number, you may purchase shares of the Fund
by wiring federal funds. Your bank may charge a fee for doing this. You should
instruct your bank to wire funds to:
Union Bank of California
ABA # 122000496
Attention: DOMESTIC CUSTODY
Account # XXXXXXXXXX
F/B/O: Satuit Capital Micro Cap Fund
Shareholder Account No. ___________________
You will then need to mail a signed account application to:
Satuit Capital Micro Cap Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
BY MAIL
You may also open an account by mailing a completed and signed account
application, together with a check, to:
Satuit Capital Micro Cap Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
AUTOMATIC INVESTMENT PLANS
You may invest a specified amount of money in the Fund once or twice a month on
specified dates. These payments are taken from your bank account by automated
clearinghouse ("ACH") payment. The minimum investment is $250.
To open an Automatic Investment Plan account ("AIP"), call or write to us to
request and "Automatic Investment" form. Complete and sign the form, and return
it to us along with a voided check for the bank account from which payments will
be made.
10
<PAGE>
TRANSACTIONS THROUGH THIRD PARTIES
If you invest through a broker or other financial institution, the policies and
fees charged by that institution may be different than those of the Fund. Banks,
brokers, retirement plans and financial advisors may charge transaction fees and
may set different minimum investments or limitations on buying or selling
shares. Consult a representative of your financial institution or retirement
plan for further information.
HOW TO PAY FOR YOUR PURCHASE OF SHARES
You may purchase shares of the Fund by check, automated clearinghouse payment,
or wire. All payments must be in U.S. dollars.
CHECKS. All checks must be drawn on U.S. banks and made payable to "Satuit
Capital Micro Cap Fund." No other method of check payment is acceptable (for
instance, you may not pay by travelers check).
ACH PAYMENTS. Instruct your financial institution to make an ACH (automated
clearinghouse) payment to us. These payments typically take two days. Your
financial institution may charge you a fee for this service.
WIRES. Instruct your financial institution to make a Federal funds wire payment
to us. Your financial institution may charge you a fee for this service.
LIMITATIONS ON PURCHASES
The Fund reserves the right to refuse any purchase request, particularly
requests that could adversely affect the Fund or its operations. This includes
those from any individual or group who, in the Fund's view, is likely to engage
in excessive trading (usually defined as more than four exchanges out of the
Fund within a calendar year).
CANCELED OR FAILED PAYMENTS
The Fund accepts checks and ACH transfers at full value subject to collection.
If your payment for shares is not received or you pay with a check or ACH
transfer that does not clear, your purchase will be canceled. You will be
responsible for any losses or expenses incurred by the Fund or the Transfer
Agent, and the Fund may redeem other shares you own in the account as
reimbursement. The Fund and its agents have the right to reject or cancel any
purchase, exchange, or redemption due to nonpayment. IF WE CANCEL YOUR PURCHASE
DUE TO NON-PAYMENT, YOU WILL BE RESPONSIBLE FOR ANY LOSS THE FUND INCURS. WE
WILL NOT ACCEPT CASH OR THIRD-PARTY CHECKS FOR THE PURCHASE OF SHARES.
HOW TO SELL (REDEEM) SHARES OF THE FUND
You have the right to sell ("redeem") all or any part of your shares subject to
certain restrictions. Selling your shares in the Fund is referred to as a
"redemption" because the Fund buys back its shares. We will redeem your shares
at the net asset value next computed following receipt of your redemption
request in proper form. See "Redemption Procedures - By Mail" below.
11
<PAGE>
We will mail your redemption proceeds to your current address or transmit them
electronically to your designated bank account. Except under certain emergency
conditions, we will send your redemption to you within seven days after we
receive your redemption request. During unusual market conditions, the Fund may
suspend redemptions or postpone the payment of redemption proceeds, to the
extent permitted under the Federal securities laws. Delays may occur in cases of
very large redemptions, excessive trading or during unusual market conditions.
If you purchase your shares by check, the Fund may delay sending the proceeds
from your redemption request until your check has cleared. This could take up to
15 calendar days.
The Fund cannot accept requests that specify a certain date for redemption or
which specify any other special conditions. Please call 1-877- XXX-XXXX for
further information. WE WILL NOT PROCESS YOUR REDEMPTION REQUEST IF IT IS NOT IN
PROPER FORM ("REDEMPTION PROCEDURES - BY MAIL"). WE WILL NOTIFY YOU IF YOUR
REDEMPTION REQUEST IS NOT IN PROPER FORM.
REDEMPTION PROCEDURES
BY MAIL
To redeem shares by mail, prepare a written request including:
- Your name(s) and signature(s)
- The name of the Fund, and your account number
- The dollar amount or number of shares you want to redeem
- How and where to send your proceeds
- A signature guarantee, if required (see "Signature Guarantee Requirements"
below) o Any other legal documents required for redemption requests by
corporations, partnerships or trusts.
Mail your request and documentation to:
Satuit Capital Micro Cap Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
BY WIRE
You may only request payment of your redemption proceeds by wire if you have
previously elected wire redemption privileges on your account application or a
separate form.
Wire requests are only available if your redemption is for $10,000 or more.
To request a wire redemption, mail or call us with your request (See "By Mail").
If you wish to make your wire request by telephone, however, you must have
previously elected telephone redemption privileges.
12
<PAGE>
BY TELEPHONE
We accept redemption requests by telephone only if you have elected telephone
redemption privileges on your account application or a separate form.
To redeem shares by telephone, call us with your request. You will need to
provide your account number and the exact name(s) in which the account is
registered. We may also require a password or additional forms of
identification.
Your proceeds will be mailed to you or wired to you (if you have elected wire
redemption privileges - See "By Wire" above)
Telephone redemptions are easy and convenient, but this account option involves
a risk of loss from unauthorized or fraudulent transactions. We will take
reasonable precautions to protect your account from fraud. You should do the
same by keeping your account information private and by reviewing immediately
any account statement and transaction confirmations that you receive. Neither
the Fund nor the Transfer Agent will be responsible for any losses due to
telephone fraud, so long as we have taken reasonable steps to verify the
caller's identity.
AUTOMATIC REDEMPTION
If you own shares of the Fund with an aggregated value of at least $10,000, you
may request a specified amount of money from your account once a month or once a
quarter on a specified date. These payments are sent from your account to a
designated bank account by ACH payment. Automatic requests must be for at least
$100.
To set up periodic redemptions automatically, call or write us for an "Automatic
Redemption" form. You should complete the form and mail it to us with a voided
check for the account into which you would like the redemption proceeds
deposited.
SIGNATURE GUARANTEE REQUIREMENTS
To protect you and the Fund against fraud, signatures on certain requests must
have a "signature guarantee." For requests made in writing a signature guarantee
is required for any of the following:
- Redemption of over $5,000 worth of shares
- Changes to a record name or address of an account
- Redemption from an account for which the address or account registration
has changed within the last 30 days
- Sending proceeds to any person, address, brokerage firm or bank account not
on record
- Sending proceeds to an account with a different registration (name or
ownership) from yours
- Changes to automatic investment or redemption programs, distribution
options, telephone or wire redemption privileges, any other election in
connection with your account. A signature guarantee verifies the
authenticity of your signature. You can obtain one from most banking
institutions or securities brokers, but NOT from a notary public.
13
<PAGE>
SMALL ACCOUNTS
If the value of your account falls below $2,500 ($500 for UGMA and IRA
accounts), the Fund may ask you to increase your balance. If the account value
is still below $2,500 after 30 days, the Fund may close your account and send
you the proceeds. The Fund will not close your account if it falls below $2,500
solely as a result of a reduction in your account's market value.
TRANSFERRING REGISTRATION
You can transfer the registration of your shares in the Satuit Capital Micro Cap
Fund to another owner by completing a transfer form and sending to Satuit
Capital Micro Cap Fund c/o American Data Services, Inc., P.O. Box 5536,
Hauppage, New York 11788-0132.
LOST ACCOUNTS
The Transfer Agent will consider your account "lost" if correspondence to your
address of record is returned as undeliverable, unless the Transfer Agent
determines your new address. When an account is "lost," all distributions on the
account will be reinvested in additional shares of the Fund. In addition, the
amount of any outstanding (unpaid for six months or more) checks for
distributions that have been returned to the Transfer Agent will be reinvested
and the checks will be canceled.
HOW TO CONTACT THE FUND
For more information about the Fund or your account, you may write to us at:
Satuit Capital Micro Cap Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
Or you may call us toll free at 1-877- XXX-XXXX
--------------------------------------------------------------------------------
WHEN AND HOW NAV IS DETERMINED
--------------------------------------------------------------------------------
The value of a single share of the Fund is known as its "net asset value" per
share or "NAV." The Fund's NAV per share is normally calculated by the
administrator of the Fund as of the close of the regular session of trading on
the New York Stock Exchange ("NYSE") (normally 4:00 p.m., eastern time) on each
weekday except days when the NYSE is closed. The Fund's NAV may be calculated
earlier, however, if trading on the NYSE is restricted or as permitted by the
Securities and Exchange Commission (SEC).
If a security or securities that the Fund owns are traded when the NYSE is
closed (for example, on a foreign exchange or in an after-hours market) the
value of the Fund's assets may be affected on days when the Fund is not open for
business. In addition, trading in some of the Fund's assets may not occur on
days when the Fund is open for business. The Fund's NAV is determined by taking
the market value of all securities owned by the Fund (plus all other assets such
as cash), subtracting all liabilities and then dividing the result (net assets)
by the number of shares outstanding.
The Fund's securities are valued primarily on the basis of market quotations.
Certain short-term securities are valued on the basis of amortized cost. If
market quotations are not readily available for a security or if a security's
value has been materially affected by events occurring after the close of the
exchange or market on which the security is principally traded (for example, a
foreign exchange or market), that security may be valued by another method that
the Board of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining value.
14
<PAGE>
DISTRIBUTIONS
As a shareholder, you are entitled to your share of the Fund's net income and
capital gains on its investments. The Fund passes substantially all of its
earnings along to its investors as distributions. When the Fund earns dividends
from stocks and interest from bonds and other debt securities and distributes
these earnings to shareholders, it is called a dividend distribution. The Fund
realizes capital gains when it sells securities for a higher price than it paid.
When net long-term capital gains are distributed to shareholders, it is called a
capital gain distribution. Net short-term capital gains are considered ordinary
income and are included in dividend distributions.
The Fund distributes dividends and capital gains, if any, annually. All
distributions are reinvested in additional shares, unless you elect to receive
distributions in cash. For Federal income tax purposes, distributions are
treated the same whether they are received in cash or reinvested. Shares become
entitled to receive distributions on the day after the shares are issued.
If you have elected to receive distributions in cash, and the postal or other
delivery service returns your check to the Fund as undeliverable, you will not
receive interest on amounts represented by the uncashed checks.
LONG-TERM VS. SHORT-TERM CAPITAL GAINS:
---------------------------------------
- Long-term capital gains are realized on securities held for more than
one year and are part of your capital gain distribution.
- Short-term capital gains are realized on securities held less then one
year and are part of your dividend distributions
15
<PAGE>
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
Your investment will have tax consequences that you should consider. Some of the
more common federal tax consequences are described here but you should consult
your tax consultant about your particular situation. Although it is not an
investment objective, the Fund's Adviser will attempt to take into account the
tax consequences of its investment decisions. However, there may be occasions
when the Adviser's investment decisions will result in a negative tax
consequence for the Fund's shareholders.
TAXES ON DISTRIBUTIONS. The Fund operates in a manner such that it will not be
liable for Federal income or excise tax. Distributions of net investment income
or short-term capital gain are taxable to you as ordinary income. Distributions
of long-term capital gain are taxable to you as long-term capital gain,
regardless of how long you have held your shares. Distributions may also be
subject to state and local taxes.
The Fund will mail reports containing information about the Fund's distributions
during the year to you after December 31 of each year (by January 31st). Consult
your tax advisor about the Federal, state and local tax consequences in your
particular circumstances.
TAXES ON REDEMPTIONS OF SHARES. The sale of Fund shares is a taxable transaction
for Federal income tax purposes. Your taxable gain or loss is computed by
subtracting your tax basis in the shares from the redemption proceeds. Because
your tax basis depends on the original purchase price and on the price at which
any dividends may have been reinvested, you should keep your account statement
so that you or your tax preparer will be able to determine whether a sale will
result in a taxable gain or loss.
"BUYING A DIVIDEND." All distributions reduce the net asset value of the Fund's
shares by the amount of the distribution. Unless your investment is in a
tax-deferred account, you may wish to avoid buying shares of the Fund shortly
before a distribution. If you do, you will pay the full pre-distribution price
for your shares and then receive part of your investment back as a taxable
distribution.
TAX WITHHOLDING. The Fund may be required to withhold U.S. federal income tax at
the rate of 31 percent from all taxable distributions and form proceeds from
certain sales payable to shareholders who fail to provide the Fund with their
correct taxpayers identification number or to make required certifications, or
who have been notified by the IRS that they are subject to backup withholding.
Any such withheld amounts may be credited against the shareholder's U.S. federal
income tax liability.
--------------------------------------------------------------------------------
PERFORMANCE COMPARISONS
--------------------------------------------------------------------------------
Advertisements and other sales literature may refer to the Fund's total return.
The total return for the one, five and ten-year periods (or for the life of the
Fund until the Fund is in existence for such longer periods) through the most
recent calendar quarter represents the average annual compounded rate of return
on an investment of $1,000 in the Fund invested at the public offering price,
plus any applicable sales load. Total return may also be presented for other
periods. All data are based on past investment results and do not predict future
performance. Investment performance, which will vary, is based on many factors,
including market conditions, portfolio composition and Fund operating expenses.
Investment performance also often reflects the risks associated with the Fund's
investment objectives and strategies. These factors should be considered when
comparing the Fund's investment results with those of other mutual funds and
other investment vehicles.
16
<PAGE>
Quotations of investment performance for any period when an expense limitation
is in effect will be greater than if the limitation had not been in effect. Fund
performance may be compared to that of various indexes.
--------------------------------------------------------------------------------
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
--------------------------------------------------------------------------------
Union Bank of California, 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, located at The Hauppauge Corporate Center, 150 Motor Parkway,
Hauppauge, New York 11788, also serves as the Fund's transfer and dividend
disbursing agent. The Fund pays the Administrator 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.
--------------------------------------------------------------------------------
COUNSEL AND INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
Legal matters in connection with 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.
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Because the Fund has been in operation for less than a year, no financial
highlights are being reported for the Fund at this time
--------------------------------------------------------------------------------
ORGANIZATION
--------------------------------------------------------------------------------
The Satuit Capital Micro Cap Fund is a series of Satuit Capital Management
Trust, a Delaware business trust that is registered with the SEC as an open-end,
management investment company. The shares of Satuit Capital Management Trust may
be offered in series in addition to the Satuit Capital Micro Cap Fund with
distinct and separate investment objectives, strategies and policies.
It is not intended that meetings of the Fund's shareholders be held except when
required by Federal or Delaware state law. All shareholders of the Fund are
entitled to vote at shareholders' meetings. From time to time, large
shareholders may control the Fund.
17
<PAGE>
FOR MORE INFORMATION
ADVISER SATUIT CAPITAL MANAGEMENT, LLC
5 DRIFTWOOD LANE
SCITUATE, MASSACHUSETTS 02066
LEGAL COUNSEL SPITZER & FELDMAN PC
405 PARK AVENUE
NEW YORK, NEW YORK 10022
INDEPENDENT AUDITORS MCCURDY & ASSOCIATES CPA'S, INC.
27955 CLEMENS ROAD
WESTLAKE, OH 44145
ADMINISTRATOR, TRANSFER
AGENT AND FUND AMERICAN DATA SERVICES, INC.
ACCOUNTANT 105 MOTOR PARKWAY
HAUPPAUGE, NEW YORK 11788
CUSTODIAN UNION BANK OF CALIFORNIA, N.A.
350 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
The following documents are available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments is available in the Fund's annual and semi-annual reports
to shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal
year.
STATEMENT OF ADDITIONAL INFORMATION. The SAI provides more detailed
information about the Fund and is incorporated by reference into this
Prospectus.
You may obtain free copies of both reports and the SAI, request other
information and discuss your questions about the Fund by contacting the Fund at:
SATUIT CAPITAL MICRO CAP FUND
C/O AMERICAN DATA SERVICES, INC.
P.O. BOX 5536
HAUPPAUGE, NEW YORK 11788-0132
1-877-XXX-XXXX
SEC: You may review and obtain copies of the Fund's information (including the
SAI) at the SEC Public Reference Room in Washington, D.C. Please call
1-202-942-8090 for information relating to the operation of the Public Reference
Room. Reports and other information about the Fund are available on the EDGAR
Database on the SEC's Internet site at HTTP://WWW.SEC.GOV. Copies of the
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: [email protected], or by writing the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.
20549-0102.
Investment Company Act File Number: xxx-xxxx
18
<PAGE>
PART C
------
ITEM 23.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
(a) Certificate of Trust and Declaration of Trust (See
Note 1)
(b) Bylaws (See Note 1)
(c) Not Applicable.
(d) Investment Advisory Agreement (See Note 1)
(e) Form of Distribution Agreement (See Note 1)
(f) Not Applicable.
(g) Form of Custody Agreement (See Note 2)
(h)(1) Administrative Service Agreement (See Note 1)
(h)(2) Form of Transfer Agency Agreement (See Note 1)
(h)(3) Form of Shareholder Servicing Agreement (See Note 1)
(i) Opinion of Spitzer & Feldman P.C. as to the legality
of the securities being registered, including their
consent to the filing thereof and as to the use of
their names in the Prospectus (See Note 2) (j)
Consent of McCurdy & Associates, CPAs, Inc.,
independent auditors (See Note 2)
(k) Not Applicable.
(l) Subscription Letter (See Note 1)
(m) Not Applicable (See Note 1)
(n) Not Applicable.
(n) Rule 18f-3 Plan (See Note 2)
(o) Code of Ethics (See Note 2)
Other Exhibits Not Applicable
Notes to Exhibits:
(1) Filed Herewith.
(2) To Be Filed by Subsequent Amendment
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable
ITEM 25. INDEMNIFICATION.
(a) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and
<PAGE>
controlling persons of the Registrant, the Registrant has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
Besides serving as investment adviser to each Fund, the Adviser is not currently
(and has not during the past two years) engaged in any other business,
profession, vocation or employment of a substantial nature. Information
regarding the business, vocation or employment of a substantial nature of the
Adviser and its officers is incorporated by reference to the information
contained in Part B of this Registration Statement.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) The principal underwriter of the Trust's shares, AmeriMutual Fund
Distributors, Inc., currently acts as a principal underwriter,
depositor or investment adviser for the following other investment
companies:
Canandaigua Funds
ICM Series Trust
iMillennium Capital Trust
MP 63 Fund
Alpha Funds
DCM Series Trust
Questar Funds, Inc.
The North Country Funds
AmeriMutual Fund Distributors, Inc.,. is registered with the Securities
and Exchange Commission as a broker-dealer and is a member of the
National Association of Securities Dealers. AmeriMutual Fund
Distributors, Inc. is an indirect wholly-owned subsidiary of Orbitex
Financial Services Group, Inc.
(b) The following table contains information with respect to each
director, officer or partner AmeriMutual Fund Distributors, Inc.,:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH
ADDRESS* UNDERWRITER REGISTRANT
-------- ----------- ----------
<S> <C> <C>
Christopher Klutch Director, President, CEO None
Vali Nasr General Principal, Financial None
and Operations Principal
Nathan O'Steen Vice President, General None
Principal, Chief Compliance
Officer
<PAGE>
Michael Miola Vice President None
Richard E. Stierwalt Director, Chief Operations None
Officer
<FN>
* Unless otherwise indicated, all addresses are: The Hauppauge Corporate
Center, 150 Motor Parkway, Hauppauge, NY 11788
</FN>
</TABLE>
(c) Not Applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Trust required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder are located, in whole or in
part, at the offices of the Administrator, American Data Services, Inc., at The
Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York 11788 and
custodial records which are maintained at the offices of Union Bank of
California, the Custodian, are located at 350 California Street, San Francisco,
California 94104.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
<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 1st 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 1, 2000
-------------------------
Robert J. Sullivan Chairman of the Board of Trustees
/S/ MICHAEL D. MUFFOLETTO Trustee September 1, 2000
-------------------------
Michael D. Muffoletto
/S/ KEVIN M. HAGGERTY Trustee September 1, 2000
-------------------------
Kevin M. Haggerty
The above persons signing as Trustees are all of the members of the Trust's
Board of Trustees.
