SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
--
Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 27 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 28 /X/
(Check appropriate box or boxes.)
CAMELOT FUNDS (formerly The Fairmont Fund Trust)-FILE NOS. 2-70825 and 811-3139
1346 South Third Street, Louisville, Kentucky 40208
(Address of Principal Executive Offices) Zip Code
(Exact Name of Registrant as Specified in Charter)
Registrant's Telephone Number, including Area Code: (502) 636-5633
Morton H. Sachs, 1346 South Third Street, Louisville, Kentucky 40208
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202
Approximate Date of Proposed Offering:
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to paragraph (b)
/ / on __________ pursuantto 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.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
THE FAIRMONT FUND
A Series Of
THE CAMELOT FUNDS
1346 South Third Street
Louisville, Kentucky 40208
(502) 636-5633
(800) 262-9936
PROSPECTUS
May 1, 2000
The Fairmont Fund seeks capital appreciation by investing in equity
securities that its Adviser believes are undervalued.
Member of 100% No-Load(TM) Mutual Fund Council.
As with other mutual funds the Securities and Exchange Commission has
not approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY
HOW THE FUND HAS PERFORMED
COSTS OF INVESTING IN THE FUND
HOW TO INVEST IN THE FUND
HOW TO SELL YOUR INVESTMENT
DETERMINATION OF NET ASSET VALUE
DIVIDENDS, DISTRIBUTIONS AND TAXES
MANAGEMENT OF THE FUND
ADDITIONAL INFORMATION ABOUT INVESTMENT TECHNIQUES, RELATED RISKS AND THE FUND
100% NO-LOAD MUTUAL FUND COUNCIL
FINANCIAL HIGHLIGHTS
<PAGE>
RISK/RETURN SUMMARY
Our Objective
The investment objective of the Fund is capital appreciation.
Principal Strategies: How We Select Investments
The Fund invests primarily in common stock of U.S. companies that we
believe are undervalued. We choose our investments by carefully selecting
securities that we believe are reasonably priced and represent basic investment
value. We seek special opportunities for capital appreciation in securities that
are selling at a discount from historical prices and/or at below average
price-earnings ratios. In choosing these stocks for long term investments and
for market timing purposes, we use not only subjective judgment but also
economic projections, technical analysis and earnings projections.
We use an aggressive trading strategy to achieve our objective and
actively trade to obtain short term profits. We believe that favorable changes
in market prices are more likely to begin when securities are out of favor,
price-earnings ratios are relatively low, investment expectations are limited,
and there is little investor interest in the particular security or industry
involved. We may invest primarily in common stock of small to medium-sized U.S.
companies, most of which are listed on a national exchange. We may also invest
up to 25% of the Fund's assets in foreign securities through the purchase of
American Depository Receipts (ADRs). An ADR is a certificate of ownership issued
by a U.S. bank as a convenience to investors instead of the underlying foreign
security which the bank holds in custody.
Principal Risks of Investing in The Fund
All investments carry risks to some degree. The principal risks of
investing in the Fund are the stock market risks common to all equity
investments and the company risks associated with each individual investment in
the Fund's portfolio. Stock market risk means that Fund shares might decrease in
value in response to such things as general economic conditions and political
stability. Company risk means that Fund shares might decrease in value in
response to the activities and financial prospects of an individual company in
the Fund's portfolio.
In addition, the stocks of small to medium sized companies are subject
to certain risks including:
o possible dependence on a limited product line, market,
financial resources or management group
o less frequent trading and trading with smaller volume
than exchange listed stocks, which may make it difficult
for the Fund to buy or sell the stocks
o greater fluctuation in value than larger, more
established company stocks
In general, foreign investments involve higher risks than U.S.
investments. Foreign markets tend to be more volatile than those of the U.S. and
bring increased exposure to foreign economic, political and other events that
can have a negative effect on the value of issuers in a particular foreign
country.
We try to reduce risk by carefully selecting our investments and
diversifying our portfolio.
<PAGE>
Before investing, you should understand that:
o The value of the Fund's shares will fluctuate over time.
o You could lose money if you sell when the Fund's share
price is lower than when you invested.
o There is no assurance that the Fund will meet its
investment objective.
o Future returns will not necessarily resemble past
performance.
In addition, the Fund's investment strategy of active and frequent
trading will result in a significantly higher portfolio turnover rate. This
higher portfolio turnover will result in correspondingly greater brokerage
commission expenses (which will lower the Fund's total return) and may result in
the distribution to shareholders of additional capital gains for tax purposes.
HOW THE FUND HAS PERFORMED
The chart and table below show the variability of the Fund's returns,
which is one indicator of the risks of investing in the Fund. The bar chart
shows changes in The Fund's returns from year to year over the past ten years.
The table shows how the Fund's average annual total returns over time (net of
fees and expenses) compare to those of the Russell 2000 Index. Of course, the
Fund's past performance is not necessarily an indication of its future
performance.
insert bar chart with the following plot points:
Annual Total Returns as of 12/31:
1990 -22.13
1991 40.56
1992 14.04
1993 15.56
1994 7.27
1995 27.92
1996 9.52
1997 15.27
1998 -4.88
1999 -8.83
The highest return for a quarter was 24.82% (Q1, 1991); and the lowest return
was -20.83% (Q3, 1998).
<PAGE>
<TABLE>
Average Annual Total Return (for the periods ending 12/31/99):
<CAPTION>
1 Year 5 Years 10 Years Since Inception*
------ ------- -------- ----------------
<S> <C> <C> <C> <C>
The Fairmont Fund -8.83% 6.97% 8.04% 11.21%
Russell 2000 Index 21.26% 16.69% 13.39% 13.22%
<FN>
* September 2, 1981
</FN>
</TABLE>
<PAGE>
COSTS OF INVESTING IN THE FUND
The following table describes the expenses and fees that you may pay if
you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
Sales Load Imposed on Purchases....................................None
Sales Load Imposed on Reinvested Dividends.........................None
Redemption Fees....................................................None
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
Management Fees...................................................1.77%
12b-1 Fees.........................................................None
Other Expenses.....................................................None
Total Fund Operating Expenses.....................................1.77%
Example:
The example below is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example uses
the same assumptions as other mutual fund prospectuses: a $10,000 initial
investment for the time periods indicated, 5% annual total return, constant
operating expenses, and sale of all shares at the end of each time period.
Although your actual expenses may be different, based on these assumptions your
costs would be:
1 year 3 years 5 years 10 years
------ ------- ------- --------
Your costs: $180 $558 $960 $2,085
HOW TO INVEST IN THE FUND
You can open a Fund account with a minimum initial investment of $1,000
and make additional purchases in any amount. We do not charge a commission or
sales fee on your purchases.
INVESTING BY MAIL
To open a Fund account by mail, send the attached application, with a check
made payable to The Fairmont Fund in the amount of the purchase price, to the
following address:
The Fairmont Fund
c/o Mutual Shareholder Services
1301 East Ninth Street, Suite 1005
Cleveland, OH 44114-1800
You can make additional purchases at any time by sending a check, with
your account number, to the above address.
<PAGE>
INVESTING BY WIRE
You may purchase shares of the Fund by wiring your investment directly to the
Fund's custodian. Before you invest by wire, you need to mail a completed
application to us at the address above. Then, call the Fund (502-636-5633) to
obtain an account number and instructions. There is currently no fee for receipt
of wired Funds, but the Fund or custodian may charge one in the future.
OTHER PURCHASE INFORMATION
You may purchase shares on any day that the New York Stock Exchange is open
for trading. We may reject any purchase request in whole or in part. No request
will be binding until we accept it. We will mail you a statement after every
transaction and each quarter.
TAX SHELTERED RETIREMENT PLANS
Since the Fund seeks capital appreciation, you may want to purchase shares of
the Fund for your tax sheltered retirement plans, including: (a) Keogh (HR-10)
Plans (for self-employed individuals); (b) qualified corporate pension and
profit sharing plans (for employees); (c) individual retirement accounts (IRAs);
and (d) tax deferred investment plans (for employees of public school systems
and certain types of charitable organizations). We recommend that you consult
with an attorney or tax adviser regarding these plans.
Call us for information on the procedure to open an IRA. The Fund's
adviser currently pays IRA custodial fees, but may discontinue this at any time.
If you are charged a custodial fee for an IRA, the fee will be paid by
redemption of Fund shares from the IRA unless you pay these fees directly to the
IRA custodian.
HOW TO SELL YOUR INVESTMENT
You may sell all or part of your shares on any day that the New York
Stock Exchange is open for trading. The proceeds of your sale may be more or
less than the purchase price of your shares, depending on the market value of
the Fund's securities at the time of your sale.
By Mail. To sell all or part of your shares, send us a written request
(to the address above) with the following information:
o your account number;
o the amount of money or number of shares being redeemed;
o the name(s) on the account; and
o the signatures of all registered account owners, signed
o as their names appear on the original application.
In certain instances, we may require additional documents to insure proper
authorization.
By Phone. Under certain circumstances, you may also sell your shares
by telephone. Call us for additional information.
<PAGE>
Other Redemption Information. We will typically pay you within seven
days after receiving a redemption request with the information described above.
However, we will not mail any proceeds unless your investment check has cleared
the bank, which normally takes seven days after receipt.
Because we must pay certain fixed costs to maintain your account, we
may require you to redeem all of your shares, after sixty day's notice, if
redemptions cause the value of your account to fall below $500. You may increase
the value of your account to $500 during that sixty day period to avoid
redemption.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the Fund's net asset
value per share (NAV). The NAV is calculated at the close of trading (normally
4:00 p.m. Eastern time) on each day the New York Stock Exchange is open for
business (the Stock Exchange is closed on weekends, Federal holidays and Good
Friday). The NAV is calculated by dividing the value of the Fund's total assets
(including interest and dividends accrued but not yet received) minus
liabilities (including accrued expenses) by the total number of shares
outstanding.
The Fund's assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued at their fair
value.
Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
The Fund typically distributes substantially all of its net investment income
in the form of dividends and taxable capital gains to its shareholders every
December. These distributions are automatically reinvested in the Fund unless
you request cash distributions on your application or through a written request.
Dividends paid by the Fund may be eligible in part for the dividends received
deduction for corporations.
Taxes
In general, selling shares of the Fund and receiving distributions (whether
reinvested or taken in cash) are taxable events. Depending on the purchase price
and the sale price, you may have a gain or a loss on any shares sold. Any tax
liabilities generated by your transactions or by receiving distributions are
your responsibility. Because distributions of long term capital gains are
subject to capital gains taxes, regardless of how long you have owned your
shares, you may want to avoid making a substantial investment when the Fund is
about to make a long term capital gains distribution.
Early each year, the Fund will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding.
The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your Fund
investment.
<PAGE>
MANAGEMENT OF THE FUND
The Sachs Company, 1346 South Third Street, Louisville, Kentucky (the
Adviser), is the investment adviser to the Fund. In this capacity, the Adviser
manages the Fund's assets and makes its investment decisions. The Adviser has
provided investment advice to individuals, corporations, pension and profit
sharing plans, and trust accounts, since 1974. Morton H. Sachs, Trustee,
Chairman of the Board and Chief Executive Officer of the Fund, and President,
sole Director and Shareholder of the Adviser, has been responsible for the
day-to-day management of the Fund since its inception in 1981.
The Adviser pays all of the Fund's operating expenses (except brokerage
fees and commissions, taxes, interest and extraordinary expenses). During the
fiscal year ended December 31, 1999, the Fund paid the Adviser a fee equal to
1.77% of its average daily net assets. The Adviser is also a registered
broker-dealer and, in that capacity, receives brokerage commissions from the
Fund.
ADDITIONAL INFORMATION ABOUT INVESTMENT TECHNIQUES, RELATED RISKS AND THE FUND
From time to time, the Fund may take temporary defensive positions that
are inconsistent with the Fund's principal strategies in attempting to respond
to adverse market, economic, political, or other conditions. For example, the
Fund may hold obligations of the U.S. Government, its agencies or
instrumentalities or may enter into repurchase agreements that are fully
collateralized by such obligations. As a result of engaging in these temporary
defensive measures, the Fund may not achieve its investment objective.
The investment objective of the Fund may be changed without shareholder
approval.
100% NO-LOAD MUTUAL FUND COUNCIL
The Fund is a member of the 100% No-Load Mutual Fund Council, a
non-profit industry association of pure no-load open-end investment companies.
All Council members are mutual funds marketed directly to the public and are
100% no-load, with no front-end or contingent deferred sales charges, 12b-1
fees, dividend re-investment charges, or long-term redemption fees.
Founded in New York in March 1989, the Council actively promotes to
investors the benefits and advantages of investing in 100% no-load mutual funds,
offers public relations and access to national news media, and provides
networking opportunities with other mutual fund companies and related
organizations.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the
Fund's financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, is included in the Fund's annual report, which is
available upon request.
<PAGE>
<TABLE>
For a share outstanding throughout each period.
<CAPTION>
Years Ended
December December December December December
31 31 31 31 31
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............$ 26.33 27.68 26.45 27.02 24.06
Income From Investment Operations
Net Investment Loss........................... ( 0.49) ( 0.27) ( .16) ( .10) ( .08)
Net Gains or Losses on Securities
(both realized and unrealized)............ ( 1.83) ( 1.08) 4.20 2.67 6.80
------ ------- ------- ------- --------
Total From Investment Operations............ ( 2.32) ( 1.35) 4.04 2.57 6.72
Less Distributions
Dividends (from net investment income)........ .00 .00 .00 .00 .00
Distributions (from capital gains)............ .23 .00 2.81 3.14 3.76
Returns of Capital............................ .00 .00 .00 .00 .00
------- -------- ------- ------- --------
Total Distributions......................... .23 .00 2.81 3.14 3.76
Net Asset Value, End of Period..................$ 23.78 26.33 27.68 26.45 27.02
======= ======== ======= ======= ========
Total Return..................................... ( 8.83)% (4.88)% 15.27% 9.52% 27.92%
- ------------
Ratios/Supplemental Data
Net Assets, End of Period (in 000s).............$ 15,033 $ 23,839 $ 31,856 $ 30,731 $ 28,191
Ratio of Expenses to Average Net Assets.......... 1.77% 1.68% 1.63% 1.66% 1.70%
Ratio of Net Income to Average Net Assets........ ( 0.10)% ( 0.18)% ( .57)% ( .59)% ( .55)%
Portfolio Turnover Rate.......................... 2.61 3.42 1.83 2.37 2.47
</TABLE>
<PAGE>
FOR MORE INFORMATION
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at 800-262-9936 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act # 811-03139
<PAGE>
THE FAIRMONT FUND
A Series Of
THE CAMELOT FUNDS
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2000
This Statement of Additional Information ("SAI") is not a Prospectus.
It should be read in conjunction with the Prospectus of The Fairmont Fund dated
May 1, 2000. This SAI incorporates by reference the financial statements and
independent auditor's report from The Trust's Annual Report to Shareholders for
the fiscal year ended December 31, 1999 ("Annual Report"). A free copy of the
Prospectus and Annual Report can be obtained by writing The Fund at 1346 South
Third Street, Louisville, Kentucky 40208 or by calling The Fund at (800)
262-9936.
PAGE
DESCRIPTION OF THE TRUST..................................................... 4
INVESTMENT POLICIES.......................................................... 4
OTHER RESTRICTIONS........................................................... 5
U.S. GOVERNMENT OBLIGATIONS.................................................. 5
INVESTMENT ADVISORY AGREEMENT................................................ 6
TRUSTEES AND EXECUTIVE OFFICERS.............................................. 7
PORTFOLIO TRANSACTIONS AND BROKERAGE......................................... 8
DETERMINATION OF NET ASSET VALUE............................................. 9
TAXES ................................................................... 9
CUSTODIAN.................................................................... 9
TRANSFER AGENT............................................................... 10
AUDITORS
.................................................................... 10
PERFORMANCE INFORMATION...................................................... 10
FINANCIAL STATEMENTS......................................................... 11
<PAGE>
DESCRIPTION OF THE TRUST
The Camelot Funds (The Trust) is an open-end investment company
established as a business trust under Kentucky law by Declaration of Trust dated
December 29, 1980. The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares of separate series. This
Statement of Additional Information provides information relating to The
Fairmont Fund (The Fund), which is a no-load, diversified series of the Trust
established on December 29, 1980.
Each share of a series represents an equal proportional interest in the
assets and liabilities belonging to the series. Upon liquidation of a series,
shareholders are entitled to share pro rata in the net assets of the series
available for distribution to shareholders. Shares of each series are fully paid
and have no preemptive or conversion rights. Kentucky law provides that no
assessment shall be made against the interest of any shareholder and no
shareholder shall be personally liable for any debts or liabilities incurred by
the Trustees or by The Trust. The Trust may redeem your shares if the Board of
Trustees determines that failure to do so may have materially adverse
consequences to Fund shareholders.
Shareholders are entitled to one (1) vote for each full share held and
fractional votes for fractional shares held and may vote in the election of
Trustees and on other matters submitted to the vote of shareholders. Voting
rights are cumulative, which means that each shareholder has the right to
cumulate the voting power he possesses and to give one (1) nominee for Trustee
as many votes as the number of Trustees to be elected multiplied by the number
of his shares, or to distribute his votes on the same principle among two or
more candidates, as the shareholder desires. Shares are voted in the aggregate
and not by series, except when the matter to be voted upon affects only the
interest of a particular series.
As of April 12, 2000, the Trustees and Officers of the Trust as a group
owned of record and beneficially 6.82% of the outstanding shares of The Fund.
This includes 5.39% of the outstanding shares of the Fund owned by Morton H.
Sachs, President and a Trustee of the Trust.
INVESTMENT POLICIES
The Fund has adopted the following investment policies, which may be
changed only with approval of a majority of the outstanding shares of The Fund.
As used in this Statement of Additional Information, the term "majority" of the
outstanding shares of The Fund means the lesser of (1) 67% or more of the
outstanding shares of The Fund present at a meeting, if the holders of more than
50% of the outstanding shares of The Fund are present or represented at such
meeting; or (2) more than 50% of the outstanding shares of The Fund.
1. Borrowing Money. The Fund may borrow money, if it borrows money (a)
from a bank, provided that immediately after such borrowing there is an asset
coverage of 300% for all borrowings of The Fund; or (b) from a bank or other
persons for temporary purposes only, provided that such temporary borrowings are
in an amount not exceeding 5% of The Fund's total assets at the time when the
borrowing is made. The Fund may enter into reverse repurchase transactions and
any other transactions which may be deemed to be borrowings, provided that The
Fund has an asset coverage of 300% for all borrowings and commitments of The
Fund pursuant to reverse repurchase and other such transactions.
2. Pledging. The Fund may mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of The Fund if it is
necessary in connection with borrowings described in policy (1) above. For
purposes of the Statement of Intention below, margin deposits, security
interests, liens and collateral arrangements with respect to permitted
investments and techniques are not deemed to be a mortgage, pledge or
hypothecation of assets.
3. Underwriting. The Fund may act as underwriter of securities issued
by other persons if immediately thereafter the amount of its outstanding
underwriting commitments, plus the value of its investments in securities of
issuers (other than investment companies) of which it owns more than 10% of the
outstanding voting securities, does not exceed 25% of its total assets. This
limitation and the Statement of Intention are not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), The Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Fund may purchase, hold or deal in real estate, and
may invest in securities which are secured by or represent interests in real
estate, mortgage-related securities or directly in mortgages.
5. Loans. The Fund may make loans to other persons, including (a)
loaning portfolio securities, (b) engaging in repurchase agreements, (c)
purchasing debt securities, and (d) making direct investments in mortgages. For
purposes of the Statement of Intention below, the term "loans" shall not include
the purchase of a portion of an issue of publicly distributed bonds, debentures
or other securities.
<PAGE>
6. Margin Purchases. The Fund may not purchase securities or evidences
of interest thereon on "margin." For purposes of this limitation and the
Statement of Intention below, (a) short term credit obtained by The Fund for the
clearance of purchases and sales or redemption of securities and (b) margin
deposits and collateral arrangements with respect to permitted investments and
techniques are not considered to be purchases on "margin." This limitation is
not applicable to activities that may be deemed to involve purchases on "margin"
by The Fund, provided that The Fund's engagement in such activities is
consistent with or permitted by the Investment Company Act of 1940, the rules
and regulations promulgated thereunder or interpretations of the Securities and
Exchange Commission, its staff or other legal authority.
7. Senior Securities. The Fund may not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by The Fund, provided that The Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, the rules and regulations promulgated thereunder or
interpretations of the Securities and Exchange Commission, its staff or other
legal authority.
8. Short Sales. The Fund may not effect short sales of securities.
9. Options. The Fund may not purchase or sell put or call options.
10. Commodities. The Fund may not purchase, hold or deal in commodities
or commodities futures contracts.
11. Concentration. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. Government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
12. Diversification. As a diversified series of The Trust, The Fund
will not purchase the securities of any issuer if such purchase at the time
thereof would cause less than 75% of the value of the total assets of The Fund
to be invested in cash and cash items (including receivables), securities issued
by the U.S. Government, its agencies or instrumentalities and repurchase
agreements with respect thereto, securities of other investment companies, and
other securities for the purposes of this calculation limited in respect of any
one issuer to an amount not greater in value than 5% of the value of the total
assets of The Fund and to not more than 10% of the outstanding voting securities
of such issuer.
Statement of Intention. It is The Fund's intention (which may be
changed by the Board of Trustees without shareholder approval) that it will not
engage in any of the investment practices permitted by (1)-(7) above in the
coming year, except borrowing and repurchase transactions for temporary
purposes. If the Board of Trustees determines that it would be appropriate for
The Fund to employ any of the other investment practices permitted by (1)-(7)
above as principal strategies, The Fund's Prospectus and Statement of Additional
Information will be amended prior to engaging in such practices. If such
practices are employed as non-principal strategies, the Prospectus and Statement
of Additional Information will be amended appropriately.
With respect to the percentages adopted by The Fund as maximum
limitations in its investment policies, an excess above the fixed percentage
(except for the percentage limitation relative to the borrowing of money) shall
not be a violation of the policy or limitation unless the excess results
immediately and directly from the acquisition of any security or the action
taken.
Notwithstanding any of the foregoing policies or limitations, any
investment company, whether organized as a trust, association or corporation, or
a personal holding company, may be merged or consolidated with or acquired by
The Fund, provided that if such merger, consolidation or acquisition results in
an investment in the securities of any issuer prohibited by said paragraphs, The
Fund shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
OTHER RESTRICTIONS
Illiquid Securities. It is the current position of the staff of the
Securities and Exchange Commission that The Fund may not invest more than 15% of
its net assets in illiquid securities, including restricted securities, real
estate, mortgages and nonpublicly offered debt securities. The Trust has made a
commitment, which may be changed by the Board of Trustees without shareholder
approval, to comply with the above restriction.
<PAGE>
U.S. GOVERNMENT OBLIGATIONS
The Fund may invest in "U.S. Government obligations," which term refers
to a variety of securities which are issued or guaranteed by the United States
Treasury, by various agencies of the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government. The term is also deemed by The Fund to include participation
interests in U.S. Government obligations. Participation interests are pro-rata
interests in U.S. Government obligations held by others. Certificates of deposit
or safekeeping are documentary receipts for U.S. Government obligations held in
custody by others.
U.S. Treasury securities are backed by the "full faith and credit" of
the United States Government. Other U.S. Government obligations may or may not
be backed by the "full faith and credit" of the United States. In the case of
securities not backed by the "full faith and credit" of the United States, the
investor must look principally to the agency issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitments. Furthermore, there can be no assurance that the United
States Government will provide financial support if not obligated to do so by
law.
Treasury securities include Treasury bills, Treasury notes, and
Treasury bonds. Government agencies which issue or guarantee securities backed
by the "full faith and credit" of the United States include the Government
National Mortgage Association and the Small Business Administration. Government
agencies and instrumentalities which issue or guarantee securities not backed by
the "full faith and credit" of the United States include the Farm Credit System,
the Federal Home Loan Banks, the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation. The Fund may invest in securities issued
or guaranteed by any of the entities listed above or by any other agency or
instrumentality established or sponsored by the United States Government.
INVESTMENT ADVISORY AGREEMENT
The Trust has entered into a Management Agreement (the "Agreement")
with The Sachs Company, 1346 South Third Street, Louisville, Kentucky (the
"Adviser"), under which the Adviser manages The Trust's portfolios of
investments subject to the approval of the Board of Trustees.
The Adviser is an investment manager which has provided investment
advice to individuals, corporations, pension and profit sharing plans and trust
accounts since 1974, when it was formed as a Kentucky proprietorship. The
Adviser was incorporated in Kentucky in 1975, and its principal place of
business is in Louisville, Kentucky. The Adviser is a broker-dealer registered
under the Securities Exchange Act of 1934, and as a broker operates on a
fully-disclosed basis through Legg Mason Wood Walker, Inc. or Maxus Securities
Corporation.
Under the terms of the Agreement, The Fund pays the Adviser a fee
computed and accrued daily and paid monthly at an annual rate of 2% of the
average value of the daily net assets of The Fund up to and including
$10,000,000, 1-1/2% of such assets of The Fund from $10,000,000 to and including
$30,000,000 and 1% of such assets of The Fund in excess of $30,000,000;
provided, however, that the total fees paid during the first and second halves
of each fiscal year of The Trust shall not exceed the semiannual total of the
daily fee accruals requested by the Adviser during the applicable six month
period. Pursuant to the Agreement, the Adviser pays all operating expenses of
The Trust except brokerage fees and commissions, taxes, interest, expenses
incurred by The Trust in connection with the organization and registration of
shares of any series of The Trust established after May 7, 1987, and such
extraordinary or nonrecurring expenses as may arise, including litigation to
which The Trust may be a party and indemnification of The Trust's Trustees and
Officers with respect to the litigation.
For the fiscal years ended December 31, 1999, 1998, and 1997, the
Adviser received advisory fees of $316,708, $449,641, and $515,556,
respectively.
The Trust pays no direct remuneration to any Officer of The Trust,
although Morton H. Sachs, by reason of his affiliation with the Adviser, will
receive benefits from the advisory fees and brokerage commissions paid to The
Trust's Adviser, The Sachs Company.
TRUSTEES AND EXECUTIVE OFFICERS
The Board of Trustees supervises the business activities of the Trust.
The Trustees and Executive Officers of The Trust and their principal occupations
during the last five years are set forth below. Each Trustee who is an
"interested person" of the Trust, as defined in the Investment Company Act of
1040, is indicated by an asterisk.
<PAGE>
Positions Held Principal Occupations
Name, Address and Age With Trust During Past Five Years
*Morton H. Sachs Trustee He is the President
1346 South Third St. Chairman of the Board and sole Director and
Louisville, KY 40208 Chief Executive Officer shareholder of The
Age: 66 Sachs Company, The
Trust's Adviser.
Jennifer S. Dobbins Vice President She is a Vice President
1346 South Third St. Assistant Secretary and a Registered
Louisville, KY 40208 Principal of The
Age:40 Trust's Adviser.
Inda M. Wangerin Secretary She is a Vice President
1346 South Third St. and Accountant of The
Louisville, KY 40208 Trust's Adviser.
Age: 78
Louis T. Young Treasurer He is an employee of
1346 South Third St. The Trust's Adviser.
Louisville, KY 40208
Age: 51
Maurice J. Buchart Trustee Since January 1987,
2507 Saratoga Drive President of Buchart &
Louisville, KY 40205 Assoc., a marketing
Age: 69 business; since July
1998, President of
Caboose Co., a rental
property business.
Jane W. Hardy Trustee Since January 1994,
8417 Wolf Pen Branch Road President and Chief
Prospect, KY 40059 Executive Officer of
Age: 37 Brinly-Hardy Co., a
manufacturing company.
Boyce F. Martin, III Trustee Since June 1992, he has
400 West Market been a Director and
32nd Floor Treasurer of Eli H.
Louisville, KY 40202 Brown & Sons, Inc., a
Age: 34 real estate business;
since October 1995, he
has been an attorney at
Brown, Todd & Heyburn,
PLLC; and since October
1997, he has been a
Director of Jamison
Door Co., a manufactur-
ing company.
The compensation paid to the Trustees of The Trust for the year ended
December 31, 1999 is set forth in the following table:
Total Compensation from Trust
(The Trust is not in a fund complex)1
Name
Morton H. Sachs..............................................................$0
Jennifer S. Dobbins..........................................................$0
Raphael O. Nystrand2.....................................................$1,000
Maurice J. Buchart ......................................................$2,000
Jane W. Hardy ...........................................................$1,000
Boyce F. Martin, III.....................................................$4,000
1 Trustee fees are Trust expenses. However, the Adviser makes the
<PAGE>
actual payment because the management agreement obligates the Adviser to pay
(with limited exceptions) all of the operating expenses of the Trust.
2 Mr. Nystrand is no longer a Trustee of the Trust.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of The Trust,
the Adviser is responsible for The Fund's portfolio decisions and the placing of
The Fund's portfolio's transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for The Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to The Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to The Fund and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analysis, and statistical services and information with respect to the
availability of securities or purchasers or sellers of securities. Although this
information is useful to The Fund and the Adviser, it is not possible to place a
dollar value on it. It is the opinion of the Board of Trustees and the Adviser
that the review and study of this information will not reduce the overall cost
to the Adviser of performing its duties to The Fund under the Agreement.
Research services furnished by brokers or dealers through whom The Fund effects
securities transactions may be used by the Adviser in servicing all of its
accounts and not all such services may be used by the Adviser in connection with
The Fund. Due to research services provided by brokers, The Fund directed to
brokers $544,419 of brokerage transactions (on which commissions were $3,000)
during the fiscal year ended December 31, 1999.
While The Fund does not deem it practicable and in its best interests
to solicit competitive bids for commission rates on each transaction,
consideration is regularly given to posted commission rates as well as other
information concerning the level of commissions charged on comparable
transactions by qualified brokers.
The Fund has no obligation to deal with any broker or dealer in the
execution of its transactions. However, it is contemplated that the Adviser, in
its capacity as a registered broker-dealer, will effect substantially all
securities transactions which are executed on a national securities exchange and
over-the-counter transactions conducted on an agency basis. Such transactions
will be executed at competitive commission rates through Legg Mason Wood Walker,
Inc. or Maxus Securities Corporation.
Transactions in the over-the-counter market can be placed directly with
market makers who act as principals for their own account and include mark-ups
in the prices charged for over-the-counter securities. Transactions in the
over-the-counter market can also be placed with broker-dealers who act as agents
and charge brokerage commissions for effecting over-the-counter transactions.
The Fund may place its over-the-counter transactions either directly with
principal market makers, or with broker-dealers if that is consistent with the
Adviser's obligation to obtain best qualitative execution. Under the Investment
Company Act of 1940, persons affiliated with The Fund such as the Adviser are
prohibited from dealing with The Fund as a principal in the purchase and sale of
securities. Therefore, The Sachs Company will not serve as The Fund's dealer in
connection with over-the-counter transactions. However, The Sachs Company may
serve as The Fund's broker in over-the-counter transactions conducted on an
agency basis and will receive brokerage commissions in connection with such
transactions. Such agency transactions will be executed through Legg Mason Wood
Walker, Inc. or Maxus Securities Corporation.
The Fund will not effect any brokerage transactions in its portfolio
securities with the Adviser if such transactions would be unfair or unreasonable
to Fund shareholders, and the commissions will be paid solely for the execution
of trades and not for any other services. The Agreement provides that the
Adviser may receive brokerage commissions in connection with effecting such
transactions for The Fund. In determining the commissions to be paid to The
Sachs Company, it is the policy of The Fund that such commissions will, in the
judgment of The Trust's Board of Trustees, be (a) at least as favorable to The
Fund as those which would be charged by other qualified brokers having
comparable execution capability and (b) at least as favorable to The Fund as
commissions contemporaneously charged by The Sachs Company on comparable
transactions for its most favored unaffiliated customers, except for customers
of The Sachs Company considered by a majority of The Trust's disinterested
Trustees not to be comparable to The Fund. The disinterested Trustees from time
to time review, among other things, information relating to the commissions
charged by The Sachs Company to The Fund and its other customers, and
information concerning the commissions charged by other qualified brokers.
<PAGE>
Any profits from brokerage commissions earned by The Sachs Company as a
result of portfolio transactions for The Fund will accrue to Morton H. Sachs who
is the sole shareholder of The Sachs Company. The Agreement does not provide for
a reduction of the Adviser's fee by the amount of any profits earned by The
Sachs Company from brokerage commissions generated from portfolio transactions
of The Fund. For the fiscal years ended December 31, 1999, 1998, and 1997, The
Fund's portfolio transactions generated total brokerage commissions of $222,025,
$603,816, and $435,650, respectively. For the fiscal year ended December 31,
1999, The Sachs Company was paid $205,486 or 93% of the total brokerage
commissions for effecting (through Legg Mason or Maxus Securities) 99% of The
Fund's commission transactions. For the fiscal year ended December 31, 1998, The
Sachs Company was paid $581,836 or 96% of the total brokerage commissions for
effecting (through Legg Mason, Conners & Co. or Maxus Securities) 99% of The
Fund's commission transactions. For the fiscal year ended December 31, 1997, The
Sachs Company was paid $372,542 or 86% of the total brokerage commissions for
effecting (through Legg Mason, Conners & Co. or Maxus Securities) 98% of The
Fund's commission transactions.
While The Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. The Sachs Company will not receive reciprocal brokerage business as a
result of the brokerage business placed by The Fund with others.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to its objective of seeking best
qualitative execution of portfolio transactions, the Adviser may give
consideration to sale of shares of The Fund as a factor in the selection of
brokers and dealers to execute portfolio transaction for each series of The
Fund.
When The Fund and another of the Adviser's clients seek to purchase or
sell the same security at or about the same time, the Adviser may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for The Fund because of the increased volume of the
transaction. If the entire order is not filled, The Fund may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, The Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. In the event that the entire blocked order is not
filled, the purchase or sale will normally be allocated [on a pro rata basis].
Transactions of advisory clients (including The Fund) may also be blocked with
those of the Adviser or any of its affiliates. The Adviser and its affiliates
will be permitted to participate in a blocked transaction only after all orders
of advisory clients (including The Fund) are filled.
For the fiscal year ended December 31, 1998, The Fund's portfolio
turnover rate was 342%. For the fiscal year ended December 31, 1999, The Fund's
portfolio turnover rate was 261%. This variation was within expected levels,
given The Fund's investment strategy of active and frequent trading.
The Trust and the Adviser have each adopted a Code of Ethics under Rule
17j-1 of the Investment Company Act of 1940. The Codes restrict the personal
investing activities of all employees of the Adviser. The Code requires that all
employees must conduct all securities transactions through the Adviser unless
the Compliance Officer authorizes an account with another brokerage firm. In
addition, employees may not execute a securities transaction on a day during
which a purchase or sell order in the same security is pending for, or is being
actively considered on behalf of, The Fund unless either the employee
transaction is the opposite of The Fund's transaction (e.g., Employee purchase
and Fund sale) or the transaction is executed along with The Fund's transaction.
The substantive restrictions also include a ban on acquiring any securities in
an initial public offering and restricts acquisitions in a private placement.
The restrictions and prohibitions apply to most securities transactions by
employees of the Adviser, with limited exceptions for some securities (such as
U.S. government securities and mutual funds).
DETERMINATION OF NET ASSET VALUE
The net asset value of the shares of The Fund is determined as of 4:00
p.m. Eastern time on each day The Fund is open for business. The Fund is open
for business on every day except Saturdays, Sundays and the following holidays:
New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. For a
description of the methods used to determine the net asset value, see
"Determination of Net Asset Value" in the Prospectus.
TAXES
The Fund has qualified, and intends to continue to qualify, under
Subchapter M of the Internal Revenue Code. By so qualifying, The Fund will not
<PAGE>
be liable for federal income taxes to the extent its taxable net investment
income and net realized capital gains are distributed to shareholders. The Fund
is required by federal law to withhold and remit to the U.S. Treasury a portion
(31%) of the dividend income and capital gains distributions of any account
unless the shareholder provides a taxpayer identification number and certifies
that the taxpayer identification number is correct and that the shareholder is
not subject to backup withholding.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202 has been
retained to act as Custodian of The Trust's investments. The Custodian acts as
The Trust's depository, safekeeps its portfolio securities and investments,
collects all income and other payments with respect thereto, disburses funds at
The Fund's request and maintains records in connection with its duties. Certain
investments may be held by a depository in the United States.
TRANSFER AGENT
The Trust has entered into agreements with Maxus Information Systems,
Inc. (d/b/a Mutual Shareholder Services), 1301 East Ninth Street, Suite 1005,
Cleveland, Ohio, 44114 ("Maxus"), for Maxus to act as The Fund's transfer agent
and to provide The Trust with accounting services, record-keeping,
administration and shareholder service functions. For its services as fund
accountant, Maxus receives an annual fee from the Adviser based upon the average
value of The Fund, with a maximum annual fee of $59,250. At The Fund's current
asset value, the annual fee is $21,000. For all other services provided, Maxus
receives from the Adviser an annual fee of $9.25 per shareholder (with a minimum
charge of $775 per month) for shareholder services provided and a monthly fee of
$12 per state for state registration and qualification of Fund shares provided.
AUDITORS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145 has been selected as independent auditors for The Trust for
the year ending December 31, 2000. McCurdy & Associates CPA's, Inc. performs an
annual audit of The Trust's financial statements and provides financial, tax and
accounting consulting services as requested.
PERFORMANCE INFORMATION
Average Annual Total Return.
From time to time, The Fund advertises its "average annual total
return" for one, five and ten year periods, and for the period since inception
(September 2, 1981). Average annual total return figures are based on
historical performance and are not intended to indicate future performance.
The "total return" of The Fund refers to the dividends and distributions
generated by an investment in The Fund plus the change in the value of the
investment from the beginning of the period to the end of the period. The
"average annual total return" of The Fund refers to the rate of total return
for each year of the period which, when compounded over the period, would be
equivalent to the cumulative total return for the period. The dividends and
distributions and the principal value of an investment in The Fund will
fluctuate so that a shareholder's shares, when redeemed, may be worth more or
less than the shareholder's original investment.
Average annual total return is computed by finding the average annual
compounded rates of return (over one, five and ten year periods, and since
inception) 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 $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable period of
the hypothetical $1,000 investment made at the beginning of
the applicable period
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.
<PAGE>
Other Performance Information.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of The Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of The Fund or
considered to be representative of the stock market in general. For example, The
Fund's performance may be compared to that of the Standard & Poor's 500 Stock
Index, the Russell 2000 Index and the Dow Jones Industrial Average. The
investment performance figures for The Fund and the indices will include
reinvestment of dividends and capital gains distributions.
From time to time The Fund also advertises its rates of total return
and average annual total return for specified periods, including the period from
September 2, 1981 (date of initial public offering of shares), through a
specified month end. It also advertises the value of a $10,000 investment made
on September 2, 1981, as of a specified month end.
<TABLE>
<CAPTION>
Year End Value of
Net Asset Dividends $10,000 Total Return
Year Ended Value(a) Paid (a) Investment (b) One Year Since Inception (c)
---------- -------- -------- -------------- -------- -------------------
<S> <C> <C> <C> <C> <C>
12/31/81(c) $ 8.74 $ .00 $10,484 4.84%(c) 4.84%
12/31/82 11.02 .60 14,072 34.23% 40.72%
12/31/83 14.07 .74 19,093 35.68% 90.93%
12/31/84 14.76 .74 21,148 10.76% 111.48%
12/31/85 18.08 1.18 27,940 32.12% 179.40%
12/31/86 16.50 4.05 31,865 14.05% 218.65%
12/31/87 14.96 .26 29,388 -7.77% 193.88%
12/31/88 15.19 .24 30,306 3.12% 203.06%
12/31/89 16.02 .21 32,379 6.84% 223.79%
12/31/90 12.17 .30 25,212 -22.13% 152.12%
12/31/91 17.02 .09 35,439 40.56% 254.39%
12/31/92 19.41 .00 40,415 14.04% 304.15%
12/31/93 22.43 .00 46,704 15.56% 367.04%
12/31/94 24.06 .00 50,098 7.27% 400.98%
12/31/95 27.02 3.76 64,085 27.92% 540.85%
12/31/96 26.45 3.14 70,183 9.52% 601.83%
12/31/97 27.68 2.81 80,901 15.27% 709.01%
12/31/98 26.33 .00 76,955 -4.88% 669.55%
12/31/99 23.78 0.23 70,162 -8.83% 601.62%
<FN>
(a) Per share data has been restated to reflect a three-for-one share
split on February 15, 1990 and a four-for-one share split on
November 30, 1986.
(b) Value at end of calendar year of $10,000 investment made on
September 2, 1981. (c) Not annualized and from the date of the
initial offering of shares (September 2, 1981).
</FN>
</TABLE>
The Fund's advertised rates of total return for specified periods and
the value of a $10,000 investment at the end of a specified period are based
on historical performance and are not intended to indicate future performance.
The rates of total return are calculated as indicated above for "total return"
and represent the cumulative total return for the specified period. For
example, for the one year period, and for the period since inception, the
cumulative total returns through December 31, 1999 were, respectively: -8.83%
and 601.62%. The average annual total returns are calculated as indicated
above. The dividends and distributions and the principal value of an
investment in The Fund will fluctuate so that a shareholder's shares, when
redeemed, may be worth more or less than the shareholder's original
investment.
<PAGE>
The Fund may include in advertisements data comparing performance with
other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Money,
Investor's Business Daily, Barron's, Fortune or Business Week). Performance
information may be quoted numerically or may be presented in a table, graph or
other illustration. The Fund may also list its portfolio holdings in
advertisements. The Trust's annual report contains additional performance
information that will be made available upon request and without charge.
FINANCIAL STATEMENTS
The financial statements and independent auditor's report required to
be included in the Statement of Additional Information are incorporated herein
by reference to the Trust's Annual Report to Shareholders for the fiscal year
ended December 31, 1999. The Trust will provide the Annual Report without charge
at written or telephone request.
<PAGE>
THE CAMELOT FUNDS
PART C. OTHER INFORMATION
Item 23. Exhibits.
(a) Articles of Incorporation.
(i) Copy of Registrant's Declaration of Trust, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 24, is hereby
incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust dated
June 1, 1981, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust
dated May 15, 1984, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(iv) Copy of Amendment No. 3 to Registrant's Declaration of Trust dated
October 28, 1986, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(v) Copy of Amendment No. 4 to Registrant's Declaration of Trust dated
April 28, 1988, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(vi) Copy of Amendment No. 5 to Registrant's Declaration of Trust dated
September 11, 1990, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(vii) Copy of Amendment No. 6 to Registrant's Declaration of Trust
dated July 29, 1998, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 26, is hereby incorporated by reference.
(b) By-Laws. Copy of Registrant's Amended and Restated By-Laws adopted
September 17, 1996, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 23, is hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holder. None (other than in
the Declaration of Trust, as amended, and By-Laws of the Registrant.)
(d) Investment Advisory Contracts. Copy of Registrant's Management
Agreement for The Fairmont Fund series with The Sachs Company (formerly
Morton H. Sachs & Co.) which was filed as an exhibit to Registrant's
Post-Effective Amendment No.
24, is hereby incorporated by reference.
<PAGE>
(e) Underwriting Agreements. None
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodial Agreements. Copy of Registrant's agreement with the
Custodian, Firstar Bank, N.A. (formerly Star Bank N.A.), Cincinnati,
Ohio which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 22, is hereby incorporated by reference.
(h) Other Material Contracts. None.
(i) Legal Opinion.
(i) Opinion and consent of Brown, Cummins & Brown Co., L.P.A., is filed
herewith.
(ii) Opinion and consent of Ogden Newell & Welch PLLC is filed
herewith.
(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is
filed herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Copy of Letters of Initial Stockholders
of The Fairmont Fund series which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 24, is hereby incorporated by
reference.
(m) Rule 12b-1 Plan. None.
(n) Rule 18f-3 Plan. None.
(o) Reserved.
(p) Code of Ethics. The Code of Ethics of the Registrant and its
investment adviser is filed herewith.
(q) Powers of Attorney
(i) Powers of Attorney for the Registrant, and Trustees and Officers
of the Registrant, which were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 23, are hereby incorporated by
reference.
(ii) Powers of Attorney for Trustees and Officers of the Registrant are
filed herewith.
Item 24. Persons Controlled by or Under Common Control with Registrant.
None.
Item 25. Indemnification
Article VI of the Registrant's Declaration of Trust
provides for indemnification of officers and trustees to the extent
permitted by applicable law. The indemnification provisions are in
accordance with Investment Company Act Release No. 11330 (September 2,
1980).
<PAGE>
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the provisions of
Kentucky law and the Registrant's Declaration of Trust and By Laws, or
otherwise, 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 Adviser
(A) The Sachs Company, 1346 South Third Street, Louisville, Kentucky
40208 (the "Adviser") is a registered investment adviser and a
registered broker-dealer. It has engaged in no other business during
the past two fiscal years.
(B) Information with respect to each officer and director of the
Adviser is incorporated by reference to Schedule D of the Form ADV
filed by it under the Investment Advisors Act (File No. 801-11055).
Item 27. Principal Underwriters
None.
Item 28. Location of Accounts and Records
The Registrant will maintain physical possession of the
Declaration of Trust, By-Laws and minute books. All other accounts,
books and other documents required to be maintained by section 31(a) of
the Investment Company Act of 1940 and the rules promulgated thereunder
will be maintained by the Registrant, Firstar Bank, N.A. (formerly Star
Bank, N.A.), 425 Walnut Street, Cincinnati, Ohio 45202 as Custodian for
the Registrant or Maxus Information Systems, Inc., 1301 E. Ninth
Street, Suite 3600, Cleveland, Ohio 44114.
Item 29. Management Services Not Discussed in Parts A or B
None.
Item 30. Undertakings
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio on the 27th day of April, 2000.
CAMELOT FUNDS
By: /S/
DONALD S. MENDELSOHN
Attorney-in-Fact
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 dates indicated.
MORTON H. SACHS* Chairman of the
Board & Trustee
*By: ______/S/_______________
LOUIS YOUNG* Treasurer DONALD S. MENDELSOHN
Attorney-in-Fact
JENNIFER S. DOBBINS* Trustee
Date: April 27, 2000
MAURICE J. BUCHART* Trustee
BOYCE F. MARTIN, III* Trustee
JANE W. HARDY* Trustee
<PAGE>
EXHIBIT INDEX
PAGE
1. Opinion and Consent of Brown, Cummins & Brown Co., L.P.A.....EX-99.23.i.i
2. Opinion and Consent of Ogden Newell & Welch PLLC............EX-99.23.i.ii
3. Consent of McCurdy & Associates CPA's Inc......................EX-99.23.J
4. Code of Ethics.................................................EX-99.23.p
5. Powers of Attorney.............................................EX-99.23.q
<PAGE>
J.W. BROWN (1911-1995) BROWN, CUMMINS & BROWN CO., L.P.A. JOANN M. STRASSER
JAMES R. CUMMINS ATTORNEYS AND COUNSELORS AT LAW AARON A. VANDERLAAN
ROBERT S BROWN 3500 CAREW TOWER
DONALD S. MENDELSOHN 441 VINE STREET
LYNNE SKILKEN CINCINNATI, OHIO 45202 OF COUNSEL
AMY G. APPLEGATE TELEPHONE (513)381-2121 GILBERT BETTMAN
KATHRYN KNUE PRZYWARA TELECOPIER (513)381-2125 (1917-2000)
MELANIE S. CORWIN
April 27, 2000
Camelot Funds
1346 South Third Street
Louisville, Kentucky 40208
Gentlemen:
This letter is in response to your request for our opinion in
connection with a Post-Effective Amendment to the Registration Statement for
Camelot Funds (the "Trust").
We have examined a copy of (a) the Trust's Agreement and Declaration of
Trust and amendments thereto, (b) the Trust's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials, certificates of
officers and representatives of the Trust and others, and such other documents,
papers, statutes and authorities as we deem necessary to form the basis of the
opinion hereinafter expressed. We have assumed the genuineness of the signatures
on original documents submitted to us, the conformity to executed documents of
all unexecuted copies submitted to us and the conformity to the original of all
copies submitted to us as conformed or copied documents.
Insofar as the opinions contained herein involve matters of the laws of
the Commonwealth of Kentucky, they are based solely on the opinion of Ogden
Newell & Welch PLLC, a copy of which is attached hereto.
Based upon the foregoing, we are of the opinion that the shares of the
Fairmont Fund, the registration of which the Form makes definite in number, if
issued in accordance with the Prospectus and Statement of Additional Information
of the Trust, were legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Post-Effective
Amendment.
Very truly yours,
/S/
Brown Cummins & Brown, Co. L.P.A.
BCB:jlm
<PAGE>
April 25, 2000
The Camelot Funds
1346 South Third Street
Louisville, Kentucky 40208
RE: Amendment to the Registration Statement of Camelot
Funds; File No. 811-3139
Ladies and Gentlemen:
This letter is in response to your request for our opinion in
connection with an amendment to the registration statement of Camelot Funds (the
"Fund"). We have examined the following documents of the Fund:
(a) Agreement and Declaration of Trust of the Fund dated December
29, 1980;
(b) Amendments to said Agreement and Declaration of Trust dated
June 1, 1981, May 15, 1984, October 28, 1986, April 28, 1988,
September 11, 1990 and July 29, 1998;
(c) Amended and Restated By-Laws of the Fund adopted September 17,
1996; and
(d) Such other documents, papers, statutes and authorities as we
deem necessary to form the basis of the opinion hereinafter
expressed.
We have assumed the genuineness of any signatures and the conformity to
original documents of copies represented to us to be accurate copies of such
documents.
<PAGE>
Based on the foregoing, we are of the opinion that shares of The
Fairmont Fund, a Series of the Fund, if issued in accordance with the prospectus
and statement of additional information of The Fairmont Fund, will be legally
issued, fully paid, and non-assessable under Kentucky law.
We give you our permission to file this opinion with the Securities and
Exchange Commission as an exhibit to the amendment.
Sincerely,
Ogden Newell & Welch PLLC
By:___________/S/_________________
Lynn H. Wangerin, Member
cc: Brown, Cummins & Brown Co., L.P.A.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 15, 2000 and to all references to our firm included in or made a
part of this Post-Effective Amendment No. 27 to The Camelot Funds' Registration
Statement on Form N-1A (File Nos. 2-70825 and 811-3139), including the
references to our firm under the heading "Financial Highlights" in the
Prospectus and the heading "Auditors" in the Statement of Additional
Information.
/s/
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 25, 2000
AMENDED AND RESTATED
CODE OF ETHICS
THE CAMELOT FUNDS
(Adopted February 22, 2000)
I. Statement of General Principles
This Code of Ethics has been adopted by The Camelot Funds ("The Trust")
for the purpose of instructing all employees, officers, directors and
trustees of The Trust and/or its investment adviser, The Sachs Company
(the "Adviser"), in their ethical obligations and to provide rules for
their personal securities transactions. All such employees, officers,
directors and trustees owe a fiduciary duty to The Trust and the
shareholders of The Camelot Funds ("The Fund"). A fiduciary duty means
a duty of loyalty, fairness and good faith towards The Trust and its
shareholders, and the obligation to adhere not only to the specific
provisions of this Code but to the general principles that guide the
Code. These general principles are:
oThe duty at all times to place the interests of The Trust and
its shareholders first;
oThe requirement that all personal securities transactions be
conducted in a manner consistent with the Code of Ethics and
in such a manner as to avoid any actual or potential conflict
of interest or any abuse of any individual's position of trust
and responsibility; and oThe fundamental standard that such
employees, officers, directors and trustees should not take
inappropriate advantage of their positions, or of their
relationship with The Trust or its shareholders.
It is imperative that the personal trading activities of the employees,
officers, directors and trustees of The Trust and the Adviser,
respectively, be conducted with the highest regard for these general
principles in order to avoid any possible conflict of interest, any
appearance of a conflict, or activities that could lead to disciplinary
action. This includes executing transactions through or for the benefit
of a third party when the transaction is not in keeping with the
general principles of this Code.
<PAGE>
All personal securities transactions must also comply with the
Adviser's Insider Trading Policy and Procedures and the Securities and
Exchange Commission's Rule 17j-1. Under this rule, no Employee may:
oemploy any device, scheme or artifice to defraud The Trust or
any of its shareholders; omake to The Trust or any of its
shareholders any untrue statement of a material fact or omit
to state to such client a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading; oengage in any act,
practice, or course of business which operates or would
operate as a fraud or deceit upon The Trust or any of its
shareholders; or oengage in any manipulative practice with
respect to The Trust or any of its shareholders.
II. Definitions
A. Beneficial Interest: ownership or any benefits of
ownership, including the opportunity to directly or indirectly
profit or otherwise obtain financial benefits from any
interest in a security.
B. Compliance Officer: Louis T. Young or, in his absence, the
alternate Compliance Officer, Jennifer Dobbins, or their
successors in such positions. In the case of a Pre-Clearance
request by Louis T. Young, or compliance procedures related to
Louis T. Young, the Compliance Officer shall be Jennifer
Dobbins.
C Employee Account: each account in which an Employee or a
member of his or her family has any direct or indirect
Beneficial Interest or over which such person exercises
control or influence, including, but not limited to, any joint
account, partnership, corporation, trust or estate. An
Employee's family members include the Employee's spouse, minor
children, any person living in the home of the Employee and
any relative of the Employee (including in-laws) to whose
support an Employee directly or indirectly contributes.
<PAGE>
D. Employees: the employees, officers, and trustees of
The Trust and the employees, officers and directors of the
Adviser. The Compliance Officer will maintain a current
list of all Employees.
E. Exempt Transactions: transactions which are 1) effected in
an amount or in a manner over which the Employee has no direct
or indirect influence or control, 2) pursuant to a systematic
dividend reinvestment plan, systematic cash purchase plan or
systematic withdrawal plan, 3) in connection with the exercise
or sale of right to purchase additional securities from an
issuer and granted by such issuer pro-rata to all holders of a
class of its securities, 4) in connection with the call by the
issuer of a preferred stock or bond, 5) pursuant to the
exercise by a second party of a put or call option, 6) closing
transactions no more than five business days prior to the
expiration of a related put or call option, or 7) with respect
to registered open-end investment companies
F. Related Securities: securities issued by the same issuer or
issuer under common control, or when either security gives the
holder any contractual rights with respect to the other
security, including options, warrants or other convertible
securities.
<PAGE>
G. Securities: any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest
or participation in any profit-sharing agreement, collateral-
trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-
trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral
rights, or, in general, any interest or instrument commonly
known as a "security," or any certificate or interest or
participation in temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or
purchase (including options) any of the foregoing; except for
the following: 1) securities issued by the government of the
United States, 2) bankers' acceptances, 3) bank certificates
of deposit, 4) commercial paper, and 5) shares of registered
open-end investment companies.
H. Securities Transaction: the purchase or sale, or any
action to accomplish the purchase or sale, of a Security for
an Employee Account.
III. Employee Restrictions
A. Securities Transactions
1. Employees must conduct all securities transactions
for Employee Accounts through the Adviser unless the
Compliance Officer authorizes an account with another
brokerage firm.
2. The Employee Restrictions in this Section III do not
apply to Exempt Transactions. Employees must remember
that regardless of the transaction's status as exempt
or not exempt, the Employee's fiduciary obligations
remain unchanged.
3. While trustees of The Trust are subject at all times
to the fiduciary obligations described in this Code,
the Employee Restrictions, Trading Guidelines and
Compliance Procedures in Sections III, IV and V of
this Code apply to trustees whose affiliation with
The Trust is solely by reason of being a trustee of
The Trust only if the trustee knew, or in the
ordinary course of fulfilling the duties of that
position, should have known, that during the fifteen
days immediately preceding or after the date of the
trustee's transaction that the same Security or a
Related Security was or was to be purchased or sold
for The Fund or that such purchase or sale for The
Fund was being considered, in which case such
Sections apply only to such transaction.
<PAGE>
4. Employees may not execute a Securities Transaction on
a day during which a purchase or sell order in that
same Security or a Related Security is pending for,
or is being actively considered on behalf of, The
Fund unless either the Employee Transaction is the
opposite of the Fund's transaction (e.g., Employee
purchase and Fund sale) or the transaction is
executed along with The Fund's transaction (a "Block
Trade"). A Security is being actively considered
on behalf of The Fund if a portfolio manager so
notifies the trading desk or the Employee seeking
to execute the Securities Transaction. A portfolio
manager shall notify the trading desk in writing if
a Security is being actively considered for purchase
or sale by The Fund.
a. Securities Transactions executed in
` violation of this prohibition shall be
unwound or, if not possible or practical,
the Employee must disgorge to The Fund the
value received by the Employee due to any
favorable price differential received by the
Employee. For example, if the Employee buys
100 shares at $10 per share, and The Fund
buys 1000 shares at $11 per share, the
Employee will pay $100 (100 shares x $1
differential) to The Fund.
b. If a Block Transaction is partially filled,
the Block Transaction must be allocated on
an equitable basis so that no participant
receives preferential treatment and all
participants share transaction costs on a
pro rata basis. The basis for such
allocation must be established prior to the
entering of the order for the Block
Transaction.
<PAGE>
5. Any Securities Transactions in a private placement
require the express prior approval of the Compliance
Officer. In connection with a private placement
acquisition, the Compliance Officer will take into
account, among other factors, whether the investment
opportunity should be reserved for The Fund, and
whether the opportunity is being offered to the
Employee by virtue of the Employee's position with
The Trust or the Adviser. The Compliance Officer
shall retain a record of any such authorization and
the rationale supporting the authorization. Employees
who have been authorized to acquire securities in a
private placement will, in connection therewith, be
required to disclose that investment if and when the
Employee takes part in any subsequent investment in
the same issuer. In such circumstances, the
determination to purchase Securities of that issuer
on behalf of The Fund will be subject to an
independent review by personnel of the Adviser with
no personal interest in the issuer.
6. Employees are prohibited from acquiring any
Securities in an initial public offering. This
restriction is imposed in order to preclude any
possibility of an Employee profiting improperly from
the Employee's position with The Trust or the
Adviser.
B. Other Restrictions
1. Employees are prohibited from serving on the boards
of directors of publicly traded companies, absent
prior authorization in accord with the general
procedures of this Code. The consideration of prior
authorization will be based upon a determination that
the board service will be consistent with the
interests of The Trust and The Fund's shareholders.
In the event that board service is authorized,
Employees serving as directors will be isolated from
other Employees making investment decisions with
respect to the securities of the company in question.
<PAGE>
2. No Employee may accept from a customer or vendor an
amount in excess of $50 per year in the form of gifts
or gratuities, or as compensation for services. If
there is a question regarding receipt of a gift,
gratuity or compensation, it is to be reviewed by the
Compliance Officer.
IV. Trading Guidelines
A. Management of The Trust encourages Employees to actively participate
in the securities markets; however, Employees should observe the
following guidelines:
1. Employees shall attempt to avoid executing a
Securities Transaction in a thinly traded Security
within seven (7) calendar days before a transaction
in the same Security or a Related Security has been
executed on behalf of The Fund, which is the same
direction (i.e., both the Employee and The Fund buy
or both sell),or within seven (7) calendar days after
a transaction in the same Security or Related
Security has been executed on behalf of The Fund,
which is in the opposite direction, (i.e., The Fund
buys and the Employee sells, or The Fund sells and
the Employee buys). If the Compliance Officer
determines that a Securities Transaction has occurred
within the seven (7) day period, the Compliance
Officer will determine the Security to be thinly
traded if the volume of either the Employee
transaction or The Fund transaction was equal to or
greater than 20% of the 10 day average trading
volume of the Security for the 10 days preceding
the day of the transaction (the
"Transaction Limit"). In addition, in the case of
trading activity by the Employee or The Fund extended
over more than one day in the seven day period, the
volume of the aggregate transactions in the period
shall be compared to a Transaction Limit of 40%. If
the Compliance Officer determines that either the
Employee transaction or The Fund transaction exceeded
the Transaction Limit within the applicable seven day
period, the Employee transaction is a discouraged
transaction and will be reversed if possible. If not
reversed, and the trades were both either a purchase
or sale, the Employee must disgorge to The Fund the
value received by the Employee due to any favorable
<PAGE>
price differential received by the Employee. For
example, if the Employee buys 100 shares at $10 per
share, and The Fund buys 1000 shares at $11 per
share, the Employee will pay $100 (100 shares x $1
differential) to The Fund. If not reversed, and the
trades were in opposite directions, the Employee must
disgorge to The Fund the value received by the
Employee due to any favorable price differential
received by the Employee. For example, if The Fund
buys at X dollars and the Employee sells at X+2
dollars, then the Employee pays the Fund $2 times the
number of shares in the Employee trade. If The Fund
sells at Y dollars and the Employee buys at Y-3
dollars, then the Employee pays The Fund $3 times the
number of shares in the Employee trade.
2. The Trading Guidelines of this Section IV do not apply to
Exempt Transactions.
V. Compliance Procedures
A. Employee Disclosure and Certification
1. Within ten (10) days of the commencement of
employment with The Trust or the Adviser, each
Employee must certify that he or she has read and
understands this Code and recognizes that he or she
is subject to it, and must disclose the following
information as of the date the person became an
Employee: a) the title, number of shares and
principal amount of each Security in which the
Employee has a Beneficial Interest when the person
became an Employee, b) the name of any broker/dealer
with whom the Employee maintained an account when the
person became an Employee, and c) the date the report
is submitted.
<PAGE>
2. All Employees will complete an annual certification
that the Employee has read and understands this Code,
that he or she has complied with the requirements of
this Code and has disclosed or reported all personal
Securities Transactions required to be disclosed or
reported pursuant to the requirements of this Code.
In addition, each Employee shall annually provide the
following information (as of a date no more than 30
days before the report is submitted): a) the title,
number of shares and principal amount of each
Security in which the Employee has any Beneficial
Interest, b) the name of any broker, dealer or bank
with whom the Employee maintains an account in which
any Securities are held for the direct or indirect
benefit of the Employee, and 3) the date the report
is submitted.
3. All Employees must direct their broker, dealer or
bank to send duplicate copies of all confirmations
and periodic account statements directly to the
Compliance Officer. Each Employee must report,
no later than ten (10) days after the close of each
calendar quarter, on the Securities Transaction
Report form provided by The Trust or the Adviser, all
transactions in which the Employee acquired or sold
any direct or indirect Beneficial Interest in a
Security, including Exempt Transactions, and certify
that he or she has reported all transactions required
to be disclosed pursuant to the requirements of this
Code. The Securities Transaction Report shall also
identify any trading account established by the
Employee during the quarter with a broker, dealer or
bank.
B. Compliance
1. The trading desk will not execute a Securities
Transaction on a day during which a purchase or sell
order in that same Security or a Related Security is
pending for The Fund, or is being actively considered
on behalf of The Fund.
<PAGE>
2. On a quarterly basis the Compliance Officer will
review all confirmations to determine, among other
things, whether The Fund owned the Security at the
time of the transaction or purchased or sold the
Security on the same day as or within seven (7) days
of the transaction and report any violations and
discouraged transactions to the Trust's Board of
Trustees. The Employee's quarterly reports and annual
disclosure of Securities holdings will be reviewed by
the Compliance Officer for compliance with this Code,
including transactions that reveal a pattern of
trading inconsistent with this Code.
3. If an Employee violates the Employee Restrictions of
Section III of this Code, the Compliance Officer will
report the violation to management personnel of The
Trust and the Adviser for appropriate remedial action
which, in addition to the actions specifically
delineated in other sections of this Code, may
include a reprimand of the Employee, or suspension or
termination of the Employee's relationship with The
Trust and/or the Adviser.
4. The management personnel of The Trust will prepare an
annual report to The Trust's board of trustees that
summarizes existing procedures and any changes in the
procedures made during the past year and certify to
The Trust's board of trustees that the Adviser and
Trust have each adopted procedures reasonably
necessary to prevent Employees from violating this
Code. The report will describe any issues existing
under this Code since the last report, including
without limitation, information about any material
violations of the Employee Restrictions of Section
III of this Code, any significant remedial action
during the past year and any recommended procedural
or substantive changes to this Code based on
management's experience under this Code, evolving
industry practices or legal developments.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE CAMELOT FUNDS, a business trust organized under the laws
of the State of Kentucky (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of March, 1999.
_____/S/___________________________
Boyce F. Martin, III
Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF JEFFERSON )
Before me, a Notary Public, in and for said county and state,
personally appeared BOYCE F. MARTIN, III, known to me to be the person described
in and who executed the foregoing instrument, and who acknowledged to me that
he/she executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 4th day of March, 1999.
Notary Public /S/ Melanie D. Forcht
My commission expires: 11-7-2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE CAMELOT FUNDS, a business trust organized under the laws
of the State of Kentucky (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of September, 1999.
____/S/______________________________
Maurice J. Buchart
Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF JEFFERSON )
Before me, a Notary Public, in and for said county and state,
personally appeared MAURICE J. BUCHART, known to me to be the person described
in and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 21st day of September, 1999.
Notary Public /S/ Inda M. Wangerin
My commission expires: 3/15/00
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE CAMELOT FUNDS, a business trust organized under the laws
of the State of Kentucky (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is the Vice President, Assistant Secretary and
a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 21st
day of September, 1999.
_______/S/___________________________
Jennifer S. Dobbins
Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF JEFFERSON )
Before me, a Notary Public, in and for said county and state,
personally appeared JENNIFER S. DOBBINS, known to me to be the person described
in and who executed the foregoing instrument, and who acknowledged to me that
she executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 21st day of September, 1999.
Notary Public /S/ Inda M. Wangerin
My commission expires: 3/15/00
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE CAMELOT FUNDS, a business trust organized under the laws
of the State of Kentucky (hereinafter referred to as the "Trust"), periodically
files amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 28th
day of September, 1999.
_____/S/_____________________________
Jane W. Hardy
Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF JEFFERSON )
Before me, a Notary Public, in and for said county and state,
personally appeared JANE W. HARDY, known to me to be the person described in and
who executed the foregoing instrument, and who acknowledged to me that she
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 28th day of September, 1999.
Notary Public /S/ Stephen W. Cramer
My commission expires: 10/15/2001
<PAGE>
