AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 2/29 /95
FILE NOS: 811-3176 & 2-72066
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION
STATEMENT UNDER THE SECURITIES
ACT OF 1933
X
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Pre-Effective Amendment No.
-------
--------
Post-Effective Amendment No. 26 X
-------- --------
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
--------
Amendment No. 26
--------
(Check appropriate box or boxes.)
DECLARATION FUND
(formerly Consolidated Asset Management Fund)
(Exact name of Registrant as Specified in Charter)
Suite 6160, 555 North Lane
Conshohocken, PA 19428
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code:
610-832-1075
Terence P. Smith, Suite 6160
555 North Lane, Conshohocken, PA 19428
(Name and Address of Agent for Service)
Please send copy of communications to:
MARTIN V. MILLER, ESQUIRE
10 East Court Street
Doylestown, Pennsylvania 18901
215-345-7110
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b)
- - ---------
on pursuant to paragraph (b)
- - ---------
X 60 days after filing pursuant to paragraph (a)(1)
- - ---------
on pursuant to paragraph (a)(1)
- - ---------
75 days after filing pursuant to paragraph (a)(2)
- - ----------
on 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.
A Rule 24f-2 Notice for the year ended December 31, 1995 was filed on
February 23, 1996.
EXHIBIT INDEX BEGINS ON PAGE
FORM N-1A
CROSS REFERENCE SHEET
Form N-1A Part A - DECLARATION CASH ACCOUNT
ITEM NO. PROSPECTUS LOCATION
1. Cover Page . . . Cover Page
2. Synopsis . . . . Not Applicable
3. Condensed Financial
Information . . . Statement of Selected per
Share Data and Ratios;
Fee Table
4. General Description of
Registrant . . . What is Declaration Cash
Account? How Your Money is
Invested; General Information
and History; Tax Status
5. Management of the
Fund . . . . Who Manages Declaration
Cash Account? Investment Advisory
Agreement; Transfer Agent; Daily
Dividends; Distribution Agreement
6. Capital Stock and
Other Securities . . General Information and
History; Daily Dividends;
7. Purchase of Securities
Being Offered . . . How to Open a Declaration
Cash Account; Determination
of Net Asset Value; Fees;
What is the Declaration
Cash Account Program? DECexpres;
Accuracy of Investor Account
Information
8. Redemption or
Repurchase . . . How to Withdraw your Money;
To Redeem by Mail; To Redeem by
Telephone; To Redeem by Check
9. Pending Legal
Proceedings . . . Not Applicable
FORM N-1A PART B
LOCATION IN STATEMENT
ITEM NO. OF ADDITIONAL INFORMATION
10. Cover Page . . . Cover Page
11. Table of Contents . . Table of Contents
12. General Information and Declaration Fund - Tax Status
History . . . . General Information and History
Declaration Cash Account
13. Investment Objectives . Declaration Cash Account - Investment
and Policies Objective and Policies; Investment
Limitations
14. Management of
Fund . . . . Management, Administrative and Advisory
Services; Trustees and Officers of
Declaration Fund; Additional Declaration
Fund Executive Officers
15. Control Persons and
Principal Holders
of Securities. . . Control Persons and Principal Holders of
Securities of Cash Account
16. Investment Advisory
and Other
Services. . . . General Provisions of the Advisory
Agreement for Declaration Cash
Account; Renewal of Advisory Agreement;
Transfer Agent and Custodian;
Independent Public Accountants
17. Brokerage Allocation . Brokerage - Declaration Cash Account
18. Capital Stock and Other
Securities . . . See "General Information and History" in
Prospectus; Daily Dividends
19. Purchase, Redemption and
Pricing of Securities
Being Offered. . . Purchase and Redemption of Cash
Account; Shareholder Services; Signature
Guarantees; Determination of Net
Asset Value - Cash Account; Daily
Dividends - Cash Account;
Redemption in Cash or in Kind
20. Tax Status . . . Tax Status
21. Underwriters . . . The Distribution Plan -
Declaration Cash Account;
Agreement Pursuant to Distribution
Plan
22. Calculations of Performance
Data . . . . Calculation of Yield of
Declaration Cash Account
23. Financial Statements . None
FORM N-1A PART C
ITEM NO. LOCATION IN PART C
24. Financial Statements
and Exhibits . . . Financial Statements and
Exhibits
25. Persons controlled by or
under common Control
with Registrant . . Persons controlled by or under
Common Control with Registrant
26. Number of Holders of
Securities . . . Number of Holders of Securities
27. Indemnification . . Indemnification
28. Business and Other
Connections of Investment
Advisor . . . . Business and Other Connections
of Investment Advisor
29. Principal
Underwriters . . . Principal Underwriters
30. Location of Accounts
and Records . . . Location of Accounts and Records
31. Management Services . Management Services
32. Undertakings . . . Undertakings
<PAGE>
PART A
DECLARATION CASH ACCOUNT
A Series of The Declaration Fund
___________________________________________________
Unique check-writing features and a specially designed expense reporting
system make Declaration Cash Account a convenient and economical way to handle
money for individuals, businesses, corporations, and retirement plans, while you
....
EARN CURRENT MONEY MARKET RATES ON ALL BALANCES AND MAY ...
open an account with ANY amount.
add ANY amount.
withdraw ANY amount.
write checks for ANY amount.
Declaration Cash Account invests in a diversified portfolio of high quality
money market instruments. Its investment objective is maximum current income
consistent with safety of capital and maintenance of liquidity. Declaration Cash
Account is a type of fund commonly known as a money market fund and is a
separate series of Declaration Fund, an open end, diversified, management
company. This Prospectus relates to Declaration Cash Account.
AN INVESTMENT IN DECLARATION CASH ACCOUNT (HEREAFTER SOMETIMES THE "FUND")
IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT DECLARATION CASH ACCOUNT WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1 PER SHARE.
Please read and retain this Prospectus for future reference. It is designed
to give you concise information you should know before your invest. A Statement
of Additional Information, of even date herewith, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
incorporated by reference into this Prospectus and a copy of it is available,
without charge, by writing or calling Declaration Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Suite 6160, 555 North Lane
Conshohocken, Pennsylvania 19428
1-800-423-2345
MAY 1, 1996
<PAGE>
Table of Contents
Pages
Fee Table.............................................................
Statement of Selected Per Share Data and Ratios.......................
What is Declaration Cash Account?.....................................
How Your Money is Invested............................................
Who Manages Declaration Cash Account?.................................
Investment Advisory Agreement.........................................
Distribution Agreement................................................
Transfer Agent........................................................
How to Open a Declaration Cash Account................................
DECexpres.............................................................
Accuracy of Investor Account Information..............................
How to Withdraw Your Money............................................
What is the Declaration Cash Account Program?.........................
Fees..................................................................
Determination of Net Asset Value......................................
Yield Quotation.......................................................
Daily Dividends.......................................................
Tax Status............................................................
General Information and History.......................................
Declaration Cash Account Application..................................
<PAGE>
DECLARATION CASH ACCOUNT
FEE TABLE
The purpose of this Fee Table is to assist the investor in understanding the
various costs and expenses that an investor in Declaration Cash Account will
bear directly or indirectly. For a more complete description of the various
costs and expenses, see in this Prospectus "Investment Advisory Agreement"
p. ___,"Distribution Agreement" p. ___ and "Fees" p. ___.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases .............. None
Sales Load Imposed on Reinvested Dividends ..... None
Deferred Sales Load Imposed on Redemptions ..... None
Redemption Fee ................................. None
Annual Administrative Expenses Fee (charged on each
account having an average quarterly balance of
less than $2,500) ............................ $64.00
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees ................................ .50%
12b-1 Fees ..................................... .03%
Transfer Agency Fees ........................... .83%
Other Expenses ................................. .85%
Expense Reimbursement By
Investment Advisor (.21%)
Total Fund Operating Expenses .................. 2.00%
Declaration Service Company reserves the right to charge a one-time $15 fee
to open accounts that request the checkwriting privilege, if the initial deposit
is less than $1,000. A $10 fee will be charged on wire purchases of less than
$1,000 and a $12 fee will be charged on wire redemptions. The administrative
expense fee will be paid to Declaration Service Company, which will reduce
transfer agency fees charged to the Fund by the amount of the administrative
expense fee received.
EXAMPLE:
1 Year 3 Years 5 Years 10 Years
You would pay the
following expenses
on a $1,000
investment, assuming
(1) a 5% annual return
and (2) redemption at the
end of each time period: 83 239 386 709
The purpose of the above table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear. Such expenses
include general fund expenses paid from the Fund's assets and the administrative
expense fee of $16 per quarter which is charged directly to Shareholder
accounts.
This example should not be considered a representation of past or future
expenses for the Fund. Actual expenses may be greater or less than those shown
above. Similarly, the annual rate of return assumed in the example is not an
estimate or guarantee of future investment performance.
<TABLE>
STATEMENT OF SELECTED PER SHARE DATA AND RATIOS
(For a share outstanding throughout each period)
The following statement regarding selected per share data and ratios is part
of Declaration Cash Account's (formerly named Consolidated Asset Management
Fund) Fiancial Statements which are included in the Statement of Additional
Information. Each of the five years in the period ended December 31, 1995 is
covered by the Independent Auditor's Report.
<CAPTION>
Year Ended December, 31
-----------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988(1) 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Investment income $.057 $.042 $0.03 $0.035 $0.058 $0.08 $0.09 $0.07 $0.07 $0.07
2. Expenses $.022 .02 .019 .017 .016 .019 .021 .02 .01 .01
3. Reimbursement by
Adviser .002 -- -- -- -- -- .005 (.01) -- --
4. Net investment income .37 .22 .011 .018 .042 .061 .074 .06 .06 .06
5. Dividends from net
investment income .37 .22 .018 .042 .061 .074 .06 .06 .06 .07
6. Net realized and
unrealized gains -- -- -- -- -- -- -- -- -- --
(losses)on securities
7. Distribution from net
realized gains on
securities -- -- -- -- -- -- -- -- -- --
8. Net increase (decrease)
in net asset value -- -- -- -- -- -- -- -- -- --
9. Net asset value at
beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
10. Net asset value at
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
11. Ratio of expenses to
average daily net
assets 2.00% 2.00% 1.94% 1.71% 1.61% 1.88% 1.60% 1.50% 1.30% 1.33%
12. Ratio of net investment
income to average
daily net assets 3.71% 2.15% 1.11% 1.83% 4.18% 6.12% 7.44% 5.99% 5.79% 5.57%
13. Portfolio turnover rate(2) -- -- -- -- -- -- -- -- -- --
14. Number of shares
outstanding at end of
period (in thousands) 37,862 38,225 40,951 47,767 48,224 54,153 46,930 41,532 60,176 49,341
</TABLE>
(1) Year-ended December 30,
(2) The Fund purchased only obligations with maturities of one year or less and,
therefore had no portfolio securities of the kind required to be included in
portfolio turnover rate computations.
WHAT IS DECLARATION CASH ACCOUNT?
Declaration Fund (formerly Consolidated Asset Management Fund) was organized
on April 9, 1981 as a Pennsylvania corporation. On July 9, 1984, it changed its
form of organization to that of a Pennsylvania business trust. On May 15, 1990,
the shareholders of Consolidated Asset Management Fund authorized amendments to
the Fund's trust indenture, which would (1) permit the creation and issuance of
the Fund's shares in separate series, (2) reclassify the Fund's outstanding
shares as a series to be designated "Declaration Cash Account" and (3) change
the Fund's name to Declaration Fund. On May 16, 1990, it became registered as a
Pennsylvania business trust with the Commonwealth of Pennsylvania. At present,
Declaration Fund has one series of shares, Declaration Cash Account. Declaration
Fund is registered with the United States Securities and Exchange Commission as
an open-end, diversified, management investment company.
The investment objective of Declaration Cash Account is maximum current
income consistent with safety of capital and maintenance of liquidity. There
can be no assurance that this investment objective will be achieved. This
investment objective cannot be changed without the approval of a majority of
Declaration Cash Account's outstanding voting securities.
HOW YOUR MONEY IS INVESTED
Declaration Cash Account invests in U.S. dollar denominated money market
instruments with maturities of one year or less, which are Eligible Securities
(see Appendix to Statement of Additional Information for definition of "Eligible
Security") and which are issued by the U.S. Government, domestic commercial
banks and U.S. branches of foreign commercial banks, savings and loan
associations and major corporations which present minimum credit risks and which
meet the following investment criteria and restrictions:
(i) U.S. Government notes, bills and bonds, guaranteed or issued by the U.S.
government, its agencies, or instrumentalities.
(ii) negotiable certificates of deposit, bankers' acceptances, and commercial
paper of (1) domestic U.S. commercial banks, (2) U.S. branches of
foreign commercial banks having over $1 billion in assets (or the
monetary equivalent), and (3) U.S. savings and loan associations with
over $1 billion in assets.
(iii) corporate bonds and debentures with maturities of one year or less
which at the time of purchase have a Standard & Poor's rating of
at least "AA" and a Moody's Investor's Services, Inc. rating of "Aa".
(See Appendix contained in the Statement of Additional Information for
a description of the ratings.)
(iv) short-term corporate debt instruments (commercial paper or variable
amount master demand notes), with maturities not exceeding nine months,
which at the time of purchase are rated "A-1" by Standard & Poor's
Corporation and "Prime 1" by Moody's Investor's Service, Inc. or if not
so rated, that are issued by a company which on the date of investment
has an outstanding debt issue rated at least "AA" by Standard & Poor's
or "Aa" by Moody's and as to which an independent determination has been
made that the instrument presents minimum credit risks and is of high
quality. (See Appendix contained in Statement of Additional Information
for a description of the ratings.)
(v) certificates of deposit or other instruments issued by small banks or
savings and loan associations located in the U.S. that are members of
the Federal Deposit Insurance Corporation (FDIC). Such investments will
be limited to $100,000 per institution. The principal amount of these
types of investments shall be insured in full by the FDIC.
(vi) repurchase agreements secured by U.S. Government obligations that are
eligible investments of Declaration Cash Account. Declaration Fund will
only enter into repurchase agreements with the Fund's custodian bank or
banks which serve as a depositor for the insured deposit cash accounts
in the Declaration Cash Account Program. Declaration Cash Account will
not enter into Repurchase Agreements of more than seven (7) days
duration.
(vii) Adjustable rate securities that are collateralized by Small
Business Administration ("SBA") loans. The loans are guaranteed
by the SBA both as to principal and interest. The guarantee of the
SBA is backed by the full faith and credit of the United States
Government.
The SBA loans are commercial loans such as working capital and equipment
loans. The underlying loans are originated by private lenders and are
guaranteed, in part, by the SBA. It is the guaranteed portion of such
loans that constitutes the underlying financial assets of the Adjustable
Rate Securities.
The interest rates on the Adjustable Rate Securities will adjust periodically
and the current income earned by Declaration Cash Account through investments in
such securities will be a function of the Bank Prime Loan Rate made available by
the Federal Reserve Board. The interest rates paid on these Adjustable Rate
Securities is an increment over the Bank Prime Loan Rate and such interest rate
is adjusted accordingly. These Adjustable Rate Securities are relatively new and
untested instruments. The secondary market for Adjustable Rate Securities may
not be as liquid as other securities.
The money market instruments described above in items (i) through (vii)
generally will not earn as high a level of current income as investments in
instruments of lesser quality or bearing longer maturities. For further details,
see the Statement of Additional Information.
Declaration Cash Account may invest in money market obligations of banks with
over $1 billion in assets only. Certain obligations of U.S. branches of foreign
banks and banks with only state charters may carry more risk than obligations of
federally chartered U.S. banks. Federally chartered U.S. banks and Federal
Savings and Loan Associations may be subject to additional U.S. regulations
designed to promote financial soundness.
In seeking increased income, Declaration Cash Account may buy or sell
securities to take advantage of short-term market movements. Declaration Cash
Account does not anticipate incurring significant brokerage expenses as a result
of such trading since portfolio transactions ordinarily will occur directly with
the issuer or a money market dealer on a net price basis.
Declaration Cash Account will limit its portfolio investments to those
U.S. dollar denominated instruments that its Board of Trustees determines
present minimal credit risks and which are, at the time of acquisition,
eligible securities (see Appendix to Statement of Additional Information
for definition of eligible security).
Declaration Cash Account will not invest more than 25% of its assets in the
securities of issuers in any one industry other than securities issued by the
U.S. Government, agencies or instrumentalities of the U.S. Government or
domestic U.S. bank money market instruments. This policy may not be changed
without the approval of a majority of the outstanding voting securities of
Declaration Cash Account.
______________________________________________________________________________
WHO MANAGES DECLARATION CASH ACCOUNT?
The Board of Trustees of Declaration Fund has overall responsibility for the
management of Declaration Cash Account. Declaration Investment Advisors, Inc.,
Suite 6160, 555 North Lane, Conshohocken, PA 19428, serves as investment adviser
to Declaration Cash Account. Declaration Investment Advisors, Inc. (hereafter
"Declaration I/A" or "Adviser") is ultimately controlled by WMB Holdings, Inc.
and Stephen B. Tily, III individually and as beneficiary of a certain profit
sharing plan.
Declaration I/A has served as investment manager for Declaration Cash Account
and Declaration Fund (prior to its reorganization as a series fund) since the
inception of Declaration Fund in 1981.
INVESTMENT ADVISORY AGREEMENT
Under the terms of the Investment Advisory Agreement, Declaration I/A, for
the fee described below, provides investment management services to Declaration
Fund with respect to Declaration Cash Account.
Under the terms of the Agreement, Declaration I/A will determine the
composition of Declaration Cash Account's portfolio, the nature and timing of
the changes therein and the manner of implementing such changes. Declaration
I/A is responsible for the over-all management of the Fund's business affairs.
For the services and facilities which it provides pursuant to the Agreement,
Declaration I/A receives an annual fee, payable monthly, which amounts to the
following percentages of the average net assets of Declaration Cash Account:
.50% of the first $500 million
.45% of the next $500 million
.40% of the next $500 million
.35% of average net assets in excess of 1.5 billion.
The Fund's total expenses for the year ending December 31,1995 were $761,967;
the expenses were 2% of average net assets.
______________________________________________________________________________
DISTRIBUTION AGREEMENT
On November 13, 1995 the Fund's Rule 12b-1 Distribution Agreement, dated
December 8,1988, was continued for an additional one-year term until December 8,
1996 Under the terms of the Agreement, the Fund pays for certain services which
are primarily intended to result in the distribution of Declaration Cash Account
shares. Such services included advertising; compensation of persons engaged in
the sale of Declaration Cash Account shares; distribution of sales materials,
including the cost of preparing, printing and mailing such sales materials;
sales presentations and promotions and payments to brokers and others who are
engaged in the distribution of Declaration Cash Account shares and who
administer the accounts of shareholders. Fund affiliates are prohibited from
receiving payments. Payments made by the Fund shall not in the aggregate exceed
..25% of the average daily net asset value per annum of Declaration Cash Account.
In 1995, the Fund paid $10,414 or .02% of its average net assets in distribution
costs.
______________________________________________________________________________
TRANSFER AGENT
Declaration Service Company, Suite 6160, 555 North Lane, Conshohocken,
Pennsylvania 19428 serves as the Fund's transfer agent and dividend paying
agent. Declaration Service Company is an affiliate of Declaration I/A.
______________________________________________________________________________
HOW TO OPEN A DECLARATION CASH ACCOUNT
Accounts can be opened in any amount. Declaration Service Company reserves
the right to charge a one-time $15 fee to open accounts that request
check-writing privileges, if the initial deposit is less than $1,000.
Subsequent purchase payments will be accepted in any amount. Be sure to
include your account number on all checks deposited for credit to your
account.
Shares are acquired without sales charge at the net asset value per share
next determined after the recording of an order. This value has been maintained
at $1.00 since shares were first offered to the public in 1981. The Fund will
use its best efforts to maintain a $1.00 net asset value per share for the
shares in Declaration Cash Account, although there can be no assurance that it
will be able to do so on a continuous basis.
Purchases may be made as follows:
1. BY MAIL
(a) Complete the application (For a copy of the application see page ____ of
this Prospectus). It must include your name, address, correct tax
identification number, and signature(s).
(b) Make checks payable to Declaration Service Company or properly endorsed
"For Deposit Only to Declaration Service Company". Declaration Service
Company WILL NOT accept "third-party checks." This means in the event
the check is not made payable to Declaration Service Company, the check
must be made payable to the registered owner of the account, and
properly endorsed for deposit to Declaration Service Company.
(c) Mail check and application (including signature card - see page ____ of
this Prospectus - if requesting check-writing privilege) to:
Declaration Service Company
Box 844
Conshohocken, PA 19428-0844
2. BY WIRE Funds must be received at Declaration Service Company by 11:00 A.M.
(East Coast time) in order to be applied to purchase shares on that
day.
(a) Call Declaration Service Company at 1-800-423-2345 to advise that a wire
order is enroute and to confirm the following wire instruction.
Funds should be wired to the account of Declaration Service Company for
credit to the account of the investor.
(b) Wire money from your bank exactly as follows:
Through the Federal Reserve Bank, Philadelphia -
Account of CoreStates Bank NA, Philadelphia, PA
ABA #031000011
Credit: Declaration Service Company, Acct. #0105-3323
Further Credit: (Your Name and Your Declaration Cash Account Number)
(c) There are no wire fees for purchases of $1,000 or more. A $10 fee will
be charged on wire purchases of less than $1,000.
3. THROUGH YOUR FINANCIAL SERVICES REPRESENTATIVE
Complete the application, including the "Appointment of Financial Service
Organization" section authorizing Declaration Service Company to act upon
instructions from your financial service representative who will then forward
your application and initial investment directly to Declaration Service
Company. Your financial service representative will receive a quarterly
summary of your account activity. Although the Fund is a no-load fund, your
financial services representative, if a registered broker-dealer, may levy a
reasonable transaction charge. Investments made directly with Declaration
Service Company without the assistance of a financial service representative
are without charge.
* * *
4. DECexpres:
DECexpres is a program for the electronic transfer of money from your
local bank account to your Declaration Cash Account. This is done through
the Automated Clearing House (ACH) system. DECexpres eliminates the need
to mail deposits to your Account. Deposit money at your local bank, then
call the Fund and request any amount over $100 to be transferred from your
local bank to your Declaration Cash Account. If the Fund receives your
transfer instructions by any Tuesday at 5:00 P.M. (Eastern time), the
money will be credited to your account on Friday of the following week.
You can give standing instructions to have a fixed amount transferred each
month or call each time and have a variable amount transferred. Your
standing instructions will be entered on the first Wednesday of each month.
Complete a DECexpres form (page ____) and return the form and a voided
blank check from your local bank to Declaration Service Company. Then
allow three weeks for Declaration Service Company to confirm that
electronic transfers can be made before you make the first transfer. Check
with your local bank to be sure it is a participant in the ACH system.
Currently, Declaration Service Company does not charge any fee for
DECexpres. However, a fee of $12 will be charged for rejected
transactions. The Fund reserves the right to terminate or modify this
service at any time with respect to a particular investor or all investors
in general.
AMOUNTS RECEIVED BEFORE 11:00 A.M. (EAST COAST TIME) ON ANY BUSINESS DAY ARE
APPLIED TO PURCHASE FUND SHARES AND BEGIN EARNING DIVIDENDS ON THE SECOND
BUSINESS DAY THEREAFTER.
THE FUND RESERVES THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON.
You will receive a confirmation of your purchase. Your checks (provided a
signature card is received with your application) will be mailed shortly after
receipt of your initial deposit.
______________________________________________________________________________
HOW TO WITHDRAW YOUR MONEY
In general, Declaration Cash Account shares are redeemed at the net asset
value per share price next determined after receipt of a withdrawal order
(redemption request). You can withdraw money (redeem shares) by phone, mail, or
by writing a check. There is no charge or penalty for withdrawals. Proceeds will
be sent by check to your address, or they can be sent for your account at a
predesignated broker or bank. Proceeds will generally be sent within 1 business
day if a request is received by 11:00 A.M. (East Coast Time) on any day when the
Federal Reserve Bank of Philadelphia is open.
If a shareholder's account balance falls below $100, the Fund reserves the
right to cause the shares in the account to be redeemed and the proceeds mailed
to the investor at his or her address of record. A shareholder will first be
notified in writing and will be allowed 60 days to make one or more additional
investments to bring the value of the account to $100 or more.
ALL WRITTEN REDEMPTION REQUESTS MUST BE ORIGINAL. DECLARATION SERVICE
COMPANY WILL NOT ACCEPT REQUESTS RECEIVED VIA FACSIMILE (FAX) MACHINE.
TO REDEEM BY MAIL:
Send your written redemption request to Declaration Service Company, Suite
6160, 555 North Lane, Conshohocken, PA 19428. If the redemption proceeds to be
mailed to you are greater than $5,000 or are to be paid to another person or
sent to an address other than the one of record or if you request a share
transfer, then the investor's signature(s) on the written request must be
guaranteed by an eligible guarantor. An eligible guarantor must be a participant
in a "STAMP" program (a Securities Transfer Agents Medallion Program). You may
call the Transfer Agent at 1-800-423-2345 to determine whether the entity that
will guarantee your signature is an eligible guarantor. Investors who have
provided the requisite bank or broker information on their account application
may request Declaration Services Company IN WRITING to have the proceeds of
redemption sent directly to the designated bank or broker without the need for
a signature guarantee.
TO REDEEM BY TELEPHONE OR WIRE:
If you elected the telephone redemption privilege on your purchase
application, you may make withdrawals from your account by calling
Declaration Service Company, 1-800-423-2345. Proceeds of $5,000 or less
will be sent by check to you or to the bank account or broker account
designated on the purchase application. Telephone redemptions of $5000 or
more will only be sent to your designated bank or brokerage account.
You may request that the proceeds be wired to your designated bank if it is
a member bank or a correspondent of a member bank of the Federal Reserve System.
There will be a $12 fee charged for all outgoing wires. Your bank may also
impose a fee upon receipt of the proceeds of a wire withdrawal. If the amount
to be wired is aggregated with the amounts to be wired to other shareholders and
sent to a predesignated account set up by your financial service representative,
the fee may be waived.
Existing shareholders may elect telephone redemption privileges or change
current instructions by sending written notice to Declaration Service Company,
with signature guarantee (as noted above) and with the name, address and account
number of the bank or broker to receive the redemption proceeds. Further
documentation may be required from corporations, fiduciaries, and institutional
investors.
TO REDEEM BY CHECK:
Upon receipt of a completed signature card and application, the Fund will
order imprinted checks. Checks may be drawn to the order of any payee. See "What
is the Declaration Cash Account Program" page ____ for details. Your account
continues earning daily dividends until withdrawal checks clear. You are subject
to the clearing bank's rules and regulations governing withdrawal checks. If a
check is presented against an account with insufficient funds, restricted funds,
or if a stop payment has been requested, there will be a charge of $15 levied
against the account.
If you have any questions about the available balance in your account, call
Declaration Service Company, toll free, at 1-800-423-2345 for information.
The Fund reserves the right to terminate, suspend or modify this service at
any time with respect to a particular investor or all investors.
IMPORTANT: Declaration Cash Account shares purchased with a check other
than a certified, treasurer's or cashier's check, will not be redeemed
until after the check issued in payment for such shares has cleared. The
Fund reserves the right to hold the funds until the purchaser's check
clears which may take up to 15 days. Shares which are purchased by
certified, treasurer's or cashier's check are not subject to the foregoing
restriction, but are available after 2 business days. Shares purchased by
Fedfunds wire received at the Fund by 11:00 A.M. (Eastern time) on a day
are available on that day. In any event, during the period prior to the
time shares are redeemed, dividends on such shares are accrued and paid as
provided herein and shareholders are entitled to exercise all other rights
of beneficial ownership.
______________________________________________________________________________
ACCURACY OF INVESTOR ACCOUNT INFORMATION
The Fund will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include, among
others, requiring some form of personal identification prior to acting upon
telephonic instructions, providing written confirmations of all such
transactions, and/or tape recording all telephonic instructions. ASSUMING
PROCEDURES SUCH AS THE ABOVE HAVE BEEN FOLLOWED, NEITHER DECLARATION
SERVICE COMPANY NOR THE FUND WILL BE LIABLE FOR ANY LOSS, COST, OR EXPENSE
FOR ACTING UPON AN INVESTOR'S TELEPHONE INSTRUCTIONS. WE SHALL HAVE
AUTHORITY, AS YOUR AGENT, TO REDEEM SHARES IN YOUR ACCOUNT TO COVER ANY
SUCH LOSS. As a result of this policy, the investor will bear the risk of
any loss unless the Fund has failed to follow procedures such as the above.
WHAT IS THE DECLARATION CASH ACCOUNT PROGRAM?
The Declaration Cash Account Program ("Declaration Cash Program") is a
program designed to integrate several financial services. It has one account
statement that reflects: (1) all activity in Declaration Cash Account, including
the unlimited and unique check-writing feature and telephone transfer of funds
between Declaration Cash Account and your broker or bank; and (2) purchases of
certain other assets through your financial services representative.
Account Statements
Each checkwriting account having one or more purchase or sales transactions
in any given month will receive a monthly statement. A monthly statement will be
mailed only if there has been a share purchase or redemption during the month.
Investors not receiving monthly account statements because of the lack of
account activity will receive quarterly statements. Non-checkwriting account
holders will receive statements on a quarterly basis only. After each redemption
(other than by check), a confirmation will be sent. Generally, monthly account
statements will be mailed by the fifth business day of the next month.
Shortly after the close of the calendar year, each account will receive an
account statement which includes a list of all transactions during the preceding
year.
______________________________________________________________________________
FEES
The costs of administering a fund like Declaration Cash Account are related
to two major factors - account size and the number of account transactions. The
smaller the account size, the less the ability of the account to provide
sufficient earnings to cover the fixed costs of operating Declaration Cash
Account. The greater the number of transactions, the greater the variable costs
of operation. The following fee schedule is designed to address these factors.
The administrative expense fee for Declaration Cash Account investors is an
annual fee of $64 and will be charged to an investor's account on a quarterly
basis. However, the fee will not be charged in any quarter in which the average
balance of the account is $2,500 or more. The administrative expense fee for
investors whose shares are purchased through a retirement account for which
Delaware Charter Guarantee & Trust Company serves as trustee, will be $22
annually. The fee is also charged to the investor's account quarterly and will
not be charged in any quarter in which the balance of the investor's account
averages $2,500 or more. Delaware Charter Guarantee & Trust Company accounts pay
a lesser fee because those accounts do not have check writing services available
to them and a number of the services that would otherwise have to be provided by
Declaration Fund with respect to Declaration Cash Account are provided by
Delaware Charter Guarantee & Trust Company.
Declaration Cash Account is committed to providing maximum investment
flexibility for investors. This entails considerable expense. Most mutual
funds control expenses by imposing account size minimums thereby assuring a
large enough account base to absorb the fund's operating costs.
Declaration Cash Account does not have a minimum account size. Because
many Fund expenses are fixed, smaller accounts do not bear their fair share
of Fund expenses. Therefore, accounts with an average balance of less than
$2,500 will be charged an administrative expense fee. The administrative
expense fee will be paid to Declaration Service Company, which will reduce
transfer agency fees charged to the Fund by the amount of the
administrative expense fee received.
The expenses incurred in providing shareholder servicing includes, among
others, the costs of record keeping involved in maintaining the individual
shareholders accounts; the costs of preparing, printing and mailing account
statements and other reports to shareholders; the costs of maintaining a
shareholder servicing unit which assists in preparing shareholder communications
and answers questions from shareholders concerning their accounts and otherwise,
and the cost of personnel and equipment necessary to provide the above services.
An additional costly service is incurred in processing checks that are written
by individual shareholders against their accounts.
Investors may write checks in any amount at any time and without restriction
as to the number of checks that may be written. While there are no check
transaction charges, there will be an appropriate charge made for check printing
costs.
All check-writing accounts get the Fund's unique reporting system. The
account statement reflects to whom you wrote the check (the payee), as well as
the check number, dollar amount, and an 'expense code'. By writing an expense
code on the Declaration Cash Account check, the Account provides a monthly
listing and total of all the checks written for that particular expense. This
monthly expense report also shows the year-to-date totals. An expense report
providing a complete annual record of all expenses is automatically included on
the December year end account statement.
IN THE EVENT OF THE TERMINATION OF A DECLARATION CASH ACCOUNT PRIOR TO YEAR
END, THE BALANCE OF THE FEE FOR THE REMAINING MONTHS OF THE YEAR WILL BE CHARGED
AT TERMINATION AS OPERATING EXPENSE CHARGES ARE INCURRED BY THE FUND ON AN
ANNUAL BASIS.
INVESTORS WILL BE CHARGED SERVICE FEES FOR THE RETURN OF ANY PURCHASE
(DEPOSIT) CHECKS ($10) OR ELECTRONIC FUND TRANSFERS ($12); AND ALSO FOR
REDEMPTION CHECKS RETURNED FOR EITHER INSUFFICIENT OR RESTRICTED FUNDS ($15).
REDEMPTION IN CASH OR IN KIND
The Trust Indenture of Declaration Fund authorizes the Fund to pay
redemption proceeds in cash or in kind or partially in cash and partially
in kind. The Fund has filed a Notification of Election on Form N-18F-1
committing itself to paying cash on requests for redemption by any
shareholder of record limited in amount with respect to each shareholder
during any 90-day period to the lesser of $250,000 or 1% of the net asset
value at the beginning of such period of the series of which the person
redeeming is a shareholder.
______________________________________________________________________________
DETERMINATION OF NET ASSET VALUE
The net asset value per share of Declaration Cash Account is determined by
subtracting its liabilities from its assets and dividing the remainder by the
number of outstanding shares. The net asset value per share is determined at
11:00 A.M., Eastern time on each weekday, with the exception of those holidays
on which the Federal Reserve Bank of Philadelphia is closed. Declaration Cash
Account's assets are determined by valuing the portfolio securities at amortized
cost. Generally, the value of securities comprising Declaration Cash Account's
portfolio vary inversely with prevailing interest rates.
______________________________________________________________________________
YIELD QUOTATION
The current yield of Declaration Cash Account may be obtained by calling
Declaration Service Company at 1-800-423-2345.
From time to time, Declaration Cash Account will advertise its
"yield" and "effective yield". The "yield" of Declaration Cash Account
refers to the income generated by an investment in Declaration Cash
Account over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized"; that is, the amount
of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage
of the investment. The "effective yield" is calculated similarly but,
when annualized, the income earned by an investment in Declaration Cash
Account is assumed to be reinvested. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect of
this assumed reinvestment. See page of the Statement of Additional
Information for additional information concerning current and effective
yields.
______________________________________________________________________________
DAILY DIVIDENDS
Dividends will be declared from the net investment income of Declaration Cash
Account on each day that Declaration Fund is open for business to shareholders
of record as of 11:00 A.M., East Coast time. Income for Saturdays, Sundays and
holidays will be declared as a dividend on the subsequent business day. All
dividends will be automatically reinvested in additional shares each day and
posted to each shareholder's account to provide daily "compounding" of income.
The amount of dividends declared and paid fluctuates from day to day. If a
shareholder requests it, at the end of each month, the shares purchased with the
income dividends can be redeemed and the proceeds mailed. Also, on request of
the shareholder, any amount can be designated to be sent on a regular basis.
______________________________________________________________________________
TAX STATUS
The Fund intends to qualify Declaration Cash Account as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). Such qualification relieves Declaration Cash Account of liability for
Federal income taxes to the extent its earnings are distributed in accordance
with the Code.
Qualification as a regulated investment company under the Code requires,
among other things, that Declaration Cash Account distribute to its
shareholders at least 90% of its investment company taxable income earned
during a fiscal year.In general,Declaration Cash Account's investment
company taxable income will be its taxable income, including interest,
subject to certain adjustments and excluding the excess of any net
long-term capital gain for the taxable year over the net short-term capital
loss, if any, for such year. The policy of Declaration Cash Account is to
distribute as dividends substantially all of its investment company taxable
income each year. Such dividends will be taxable as ordinary income to
Declaration Cash Account's shareholders who are not currently exempt from
Federal income taxes, whether such income or gain is received in cash or
reinvested in additional shares.(Federal income taxes for distributions to
an I.R.A., for example, are deferred under Section 408 of the Code). Such
dividends may also be subject to state income tax. It is anticipated that
none of the distributions will be eligible for the dividends received
deduction for corporations. Dividends declared in December of any year
payable to shareholders of record on a specified date in such month will be
deemed to have been received by the shareholders and paid by Declaration
Cash Account on the record date, provided such dividends are paid before
February 1 of the following year.
No part of the 1995 dividends was eligible for the deductions for dividends
received by corporations.
Shareholders will be advised at least annually as to the Federal income tax
status of distributions made to them during the year.
The Shares of Declaration Cash Account may be subject to county personal
property tax in Montgomery County, Pennsylvania based on taxable property held
and managed in Pennsylvania on the tax determination date. It is the intention
to attempt to manage the portfolio of Declaration Cash Account so that the Fund
will incur minimal or no county personal property tax liability.
The foregoing discussion is only a brief summary of some of the important tax
considerations generally affecting Declaration Cash Account and its shareholders
and is not intended as a substitute for careful tax planning. Accordingly,
investors in Declaration Cash Account should consult their tax advisers with
specific reference to their own tax situation.
It will be required, in certain cases, to withhold and remit to the United
States Treasury, 31% of dividends paid to any shareholder of Declaration Cash
Account who has failed to provide a tax identification number or who has
provided an incorrect number or who is subject to withholding by the Internal
Revenue Service for failure to properly include on his or her return, payments
of interest or dividends.
______________________________________________________________________________
GENERAL INFORMATION AND HISTORY
All shares, when issued for consideration as described herein, are fully paid
and non-assessable and have no preemptive or conversion rights.
The Fund may but is not required to hold annual meetings of shareholders. The
shares of the Fund outstanding have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
Trustees of Declaration Fund can elect all of the Trustees if they choose to do
so. On December 31, 1995, Delaware Charter Guarantee & Trust Company held of
record 85.9% of the Fund's shares issued with respect to Declaration Cash
Account for the benefit of individual participants and is authorized under the
documents pursuant to which such shares are held to vote such shares.
The Trustees of Declaration Fund shall call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee or Trustees when
requested in writing to do so by the record holders of not less than 10% of the
outstanding voting securities of Declaration Fund.
Shareholder inquiries should be directed to the Fund at its address shown on
the cover.
______________________________________________________________________________
DECLARATION CASH ACCOUNT
FORMS
PAGE ____ DECLARATION CASH ACCOUNT APPLICATION
PAGE ____ CERTIFICATION & AUTHORIZATION FORM
FOR A CORPORATION, TRUST, OR PARTNERSHIP
PAGE ____ DECexpres APPLICATION
Part B
DECLARATION FUND
_______________________________________________
STATEMENT OF ADDITIONAL INFORMATION
_______________________________________________
CONCERNING
DECLARATION CASH ACCOUNT
MAY 1, 1996
_______________________________________________
This Statement is not a prospectus but should be read in conjunction
with the current Prospectus (dated May 1, 1996) of Declaration Cash Account.
To obtain a copy of the Prospectus, please call the Investor Information
Department at 1-800-423-2345.
TABLE OF CONTENTS
Page
Declaration Fund.................................................
Declaration Cash Account -
Investment Objective and Policies.............................
Investment Limitations...........................................
Calculation of Yield -
Declaration Cash Account......................................
Trustees and Officers of Declaration Fund........................
Additional Declaration Fund Executive Officers...................
Management, Administrative and Advisory Services.................
Declaration Cash Account.........................................
General Provisions of the Advisory Agreement
for Declaration Cash Account..................................
Renewal of Advisory Agreement....................................
Agreement Pursuant to the Distribution Plan for
Declaration Cash Account......................................
Brokerage - Declaration Cash Account.............................
Purchase and Redemption of Declaration Cash Account
Shares.......................................................
Shareholder Services.............................................
Signature Guarantees.............................................
Determination of Net Asset Value -
Declaration Cash Account......................................
Daily Dividends - Declaration Cash Account.......................
Tax Status.......................................................
Transfer Agent and Custodian.....................................
Independent Public Accountants...................................
General Information and History..................................
Control Persons and Principal Holders of
Declaration Cash Account Securities .........................
Appendix.........................................................
DECLARATION FUND
Declaration Fund is an open-end, diversified, management investment
company. Originally incorporated in Pennsylvania on April 9, 1981,
Declaration Fund changed its form of organization to a business trust
effective, July 9, 1984. It became registered with the Commonwealth of
Pennsylvania as a Pennsylvania Business Trust on May 16, 1990.
Declaration Fund is a series fund and presently offers a single series
of shares, which is issued with respect to a separate portfolio of
securities, - Declaration Cash Account (hereafter sometimes "Cash Account" or
"Fund").
For more information, please see the Cash Account Prospectus.
DECLARATION CASH ACCOUNT
INVESTMENT OBJECTIVE AND POLICIES
The following statement of policies supplements the description of the
investment objective and policies set forth in the Declaration Cash Account
Prospectus.
Declaration Fund's Board of Directors will undertake to assure, to the
extent reasonably practical, taking into account current market conditions
affecting Cash Account's investment objectives, that its net asset value will
not deviate from $1.00 per share;
In order to accomplish this, Cash Account shall maintain a dollar-
weighted, average portfolio maturity appropriate to its objective of
maintaining a stable net asset value per share; provided, however, that Cash
Account will not:
(i) purchase any instrument with a remaining maturity of greater than
397 calendar days, or
(ii) maintain a dollar-weighted average portfolio maturity that exceeds
90 days.
Credit Quality of Portfolio
Cash Account will limit its portfolio investments to those United States
dollar denominated instruments that Declaration Investment Advisors, Inc.
(Cash Account's investment manager) determines present minimal credit risks
(which determination must be based on factors pertaining to credit quality in
addition to the rating assigned to such instruments by a nationally
recognized statistical rating organization and which at the time of
acquisition are Eligible Securities.
Portfolio Diversification
(i) Immediately after the acquisition of any security (other than a
Government Security as defined in the 1940 Act) Cash Account shall not have
invested more than 5% of its total assets (i.e., the total amortized cost of
its assets) in securities issued by the issuer of the security.
(ii) It may invest in both First Tier Securities and Second Tier
Securities as defined. In the event that an investment is in a Second Tier
Security, Cash Account shall not have invested more than:
(a) the greater of 1% of its total assets or one million dollars
in securities issued by that issuer which, when acquired by Cash Account,
were Second Tier Securities; and
(b) 5% of its total assets in securities which, when acquired by
Cash Account, were Second Tier Securities.
(iii) It may invest in Unrated Securities that are determined by the
Board of Trustees to be of comparable quality to securities which are
Eligible Securities.
For definitions of Eligible Security, First Tier Security, Second
Tier Security and Unrated Security, see the Appendix to this Statement of
Additional Information.
INVESTMENT LIMITATIONS
Certain limitations have been adopted which are designed to reduce the
exposure of Cash Account in certain situations. Thus, Cash Account may not:
(1) Invest in commodities or commodity contracts or purchase or sell
real estate;
(2) Write, purchase or sell warrants, put or call options, or
combinations thereof;
(3) Invest in interests in oil, gas, or other mineral exploration or
development programs;
(4) Make loans (except to the extent that the entry into repurchase
agreements or the acquisition of variable amount master demand notes may be
considered loans) to other persons except by (i) the purchase of the debt
obligations in which the Fund is authorized to invest in accordance with its
investment policies;
(5) Purchase securities on margin or sell securities short;
(6) Purchase more than 10% of the outstanding voting securities of any
issuer, except securities issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities;
(7) Purchase securities of any issuer except obligations of the U.S.
Government and its agencies and instrumentalities if as a result, more than
5% of the value of the Fund's total assets would be invested in the
securities of such issuer;
(8) Purchase or retain securities of an issuer if an officer or
director of such issuer is an Officer or Trustee of Declaration Fund or an
officer or director of an investment advisor of Declaration Fund and one or
more of such Officers,Directors or Trustees of Declaration Fund or an
investment advisor of Declaration Fund owns beneficially more than one half
percent of the shares or securities of such issuer and all such Trustees,
Directors and Officers owning more than one half percent of such shares or
securities together own more than 5% of such shares or securities;
(9) Participate with others in any trading accounts or act as an
underwriter of securities of other issuers;
(10) Pledge, mortgage or hypothecate the Fund's assets to an extent
greater than 5% of the value of its total assets, and then only to secure
temporary borrowings;
(11) Borrow money (except from banks for temporary, emergency purposes
and then only in amounts of up to 20% of its net assets): no securities will
be purchased for a Fund if such borrowings exceed 5% of its net assets: any
borrowings over 5% of the net assets of a Fund will be made solely to
facilitate the orderly sale of portfolio securities should abnormally heavy
redemption requests occur;
(12) Invest more than 10% of Cash Account's assets in securities which
are not readily marketable, including obligations of small banks and savings
and loan institutions;
(13) Invest for the purpose of controlling management of any company;
(14) Invest in securities of other investment companies except by
purchase in the open market involving only customary broker's commissions or
as part of a merger, consolidation, reorganization or purchase of assets
approved by the Fund's shareholders.
(15) Invest in securities of companies which have (with predecessors) a
record of less than three years continuous operation, except investments in
obligations guaranteed by the U.S. Government, or issued by its agencies or
instrumentalities;
(16) Concentrate its investments in a particular industry, although it
may invest up to 25% of its total assets (taken at value) in the securities
of issuers, all of which conduct their principal business activities in the
same industry, provided that this limitation does not apply to obligations
issued or guaranteed by the U.S. Government, or its agencies or
instrumentalities.
(17) Purchase any securities of a type other than those securities
described in the Prospectus;
(18) Issue senior securities.
The above referenced investment limitations are considered at the time
that portfolio securities are purchased.
The above restrictions are fundamental policies and may not be changed
without a vote of a majority of the outstanding voting securities. The vote
of a majority of the outstanding voting securities, means the vote, at an
annual or special meeting of the shareholders, duly called, (a) of 67% or
more of the voting securities present at the meeting, if the holders of 50%
of the outstanding voting securities of the Fund are present or represented
by proxy; or (b) of more than 50% of the outstanding voting securities of the
Fund, which ever is less.
CALCULATION OF YIELD
OF
DECLARATION CASH ACCOUNT
The current yield of Cash Account is calculated daily on a base period
return of a hypothetical account having a beginning balance of one share for
a particular seven (7) day period. The return is determined by dividing the
net change (exclusive of any capital changes in such account) by its average
net asset value for the period, and then multiplying it by 365/7 to get the
annualized current yield. The calculation of net change reflects the value
of additional shares purchased with the dividends of Cash Account, including
dividends on both the original share and on such additional shares purchased
with the dividends from Cash Account. An effective yield, which reflects the
effects of compounding and represents an annualization of the current yield
with all dividends reinvested, may also be calculated for Cash Account by
adding 1 to the base period return, raising the sum to the 365/7 power, and
subtracting 1 from the result.
Set forth below is an example, for purposes of illustration only, of the
current and effective yield calculations for Cash Account for the seven (7)
day base period ending December 31, 1995:
12/31/95
--------
Value of account at beginning of period $1.00000
Value of same account at end of period 1.00071
Net change in account value .00071
Annualized current net yield 3.70%
(Net Change x 365/7)/
average net asset value
Effective yield 3.77%
(Net Change + 1) 365/7 power -1
Average weighted maturity of investments 16 days
The net asset value of a share of Cash Account is $1.00 and the value of
the share has remained at that amount since the initial offering. On the
other hand, Cash Account's yield will fluctuate. The annualization of a
week's dividends is not a representation as to what an investment in Cash
Account will actually yield in the future. Actual yields will depend on such
variables as investment quality, average maturity,the type of instruments
selected for investment, changes in interest rates on instruments, changes in
expenses and other factors. Yields are one basis investors may use to
analyze Cash Account and other investment vehicles; however, yields of other
investment vehicles may not be comparable because of the factors set forth in
the preceding sentence, differences in the time periods compared, and
differences in the methods used in valuing portfolio instruments, computing
net asset value and calculating yield.
No charge is made for redemptions. Any redemption may be more or less
than the shareholder's cost depending on the market value of the securities
held by Cash Account.
TRUSTEES AND OFFICERS OF DECLARATION FUND
Arthur S. Filean
Trustee
Mr. Filean is a Trustee of Declaration Fund. Mr. Filean has served as a
Trustee of Declaration Fund during the period from December 8, 1988 to the
present. From 1983 to 1990, Mr. Filean served as a Second Vice President of
Principal Mutual Life Insurance Company. From 1976 to the present, he has
served as Secretary of the mutual funds making up the Princor Mutual Fund
Group: he is currently Vice President and Secretary of each of the Princor
Funds. From 1981-1986 he served as President, Treasurer and Director of
Princor Financial Services Corporation (a principal underwriter and dealer
for mutual funds). Age 57.
William F. Lee, Jr.
Trustee
Mr. Lee is a Trustee of Declaration Fund. Mr. Lee has served as a
Trustee of Declaration Fund during the period from December 8, 1988 to the
present. Since 1960, Mr. Lee has owned and is principal of his own insurance
and employee benefit firm - William F. Lee, Jr. CLU Chartered Financial
Consultant. He is a member and past president of both the Philadelphia
Estate Planning Council, and the Philadelphia Association of Advanced Life
Underwriting. He is past president of the Swarthmore College Alumni
Association and is currently a member of the Board of Managers of Swarthmore
College. Age 57.
Stephen B. Tily, III*
Chairman of the Board, President and Trustee
Mr. Tily is a Trustee of Declaration Fund. Mr. Tily has served as a
Trustee of Declaration Fund during the period from September, 1988 to the
present. He has served as President of Declaration Fund since December,
1988. From 1983 to December, 1988, he served as Vice President of
Declaration Fund: as Chairman of the Board of Directors and Secretary of
Declaration Investment Advisors, Inc., (the investment manager of Declaration
Cash Account, a series of Declaration Fund) and as Chairman of the Board of
Declaration Holdings, Inc. (the then parent company of Declaration Investment
Advisors, Inc.). From 1981 to January 1, 1992, Mr. Tily served as President,
Chief Executive Officer and a Director of Delaware Charter Guarantee & Trust
Company. He became Chairman and Chief Executive officer of Delaware Charter
Guarantee & Trust Company on January 1, 1992. From 1977 to 1981 he served
as Chief Operating Officer and a Director of that Company. Effective
December 31, 1993, Mr. Tily terminated his relationship with Delaware Charter
Guarantee and Trust Company. Age 58.
Thomas S. Stewart, III
Trustee
Mr. Stewart became a Trustee of Declaration Fund in 1994. Prior to
his retirement, Mr. Stewart acted as Chairman of Provident Capital Management
Inc. and Advanced Investment Management, Inc. (investment management firms)
during the period from 1986 until 1994. During the period, 1986-1989, Mr.
Stewart served as Executive Vice President of Provident National Bank,
Philadelphia, Pennsylvania and as Manager of the Bank's Trust Division. He
was formerly Chairman of both the Executive Committee and the Asset
Management Committee of the Trust and Investment Management Division of the
American Bankers Association, President of the Corporate Fiduciaries
Association of Philadelphia, and a Director of Philadelphia Financial
Analysts, Inc. Age: 57.
ADDITIONAL DECLARATION FUND EXECUTIVE OFFICERS
Terence P. Smith
Secretary
From September, 1988 to the present, Mr. Smith has served as President
and Chief Operating Officer of the companies of the Declaration Group. He is
also a Director of Declaration Distributors, Inc., a registered
broker/dealer. From September, 1987 to September, 1988 he served as Vice
President-Operations of Declaration Holdings, Inc. (the then parent company
of Declaration Investment Advisors, Inc., the investment manager of
Declaration Cash Account, a series of Declaration Fund). From 1984 to 1987,
Mr. Smith was Executive Vice President of Review Management Corp. (investment
manager for the former The Over-The-Counter Securities Group, Inc. and
the distributor of its shares). From 1981 to 1984 he served on the tax and
audit staff of the Philadelphia office of Peat Marwick Main & Co.
(international accounting firm). Mr. Smith is a certified public accountant.
Age 49.
Mr. Martin M. Whalen and Ms. Linda K. Coyne are Assistant Secretaries
of Declaration Fund. Mr. Paul L. Giorgio is Treasurer of Declaration Fund.
The Board of Trustees of Declaration Fund has overall responsibility for
the management of Declaration Fund. For the year ended December 31, 1995,
$14,942 was paid in Board member fees and expenses; Declaration Fund did not
pay any officers' salaries. The address of each Trustee and Officer of
Declaration Fund is: Suite 6160, 555 North Lane, Conshohocken, PA 19428.
Each Trustee who is an "interested person" of Declaration Fund, is
designated by an asterisk.
MANAGEMENT, ADMINISTRATIVE AND ADVISORY SERVICES
DECLARATION CASH ACCOUNT
Declaration Investment Advisors, Inc. was organized as a Pennsylvania
corporation in 1976. Its address is Suite 6160, 555 North Lane,
Conshohocken, PA 19428. Its Directors and principal officers are: Stephen
B. Tily, III, Chairman and Secretary; Daniel R. Butler, Director and Chief
Executive Officer, and Terence P. Smith, President and Chief Operating
Officer. The address of each of these persons is Suite 6160, 555 North Lane,
Conshohocken, PA 19428.
Declaration Investment Advisors, Inc. ("Declaration I/A" or the
"Advisor") is a wholly-owned subsidiary of Declaration Holdings Inc. ("D/H").
D/H is controlled by WMB Holdings, Inc. and Stephen B Tily, III individually
and as benificiary of a profit sharing plan. Stephen B. Tily, III, is a
control person of D/H and is a Fund Trustee, Chairman of the Board and
President of the Fund.
The Investment Advisory Agreement ("Advisory Agreement") between
Declaration Fund, with respect to Declaration Cash Account, and Declaration
I/A dated December 8, 1988, was most recently approved by the requisite
majority of Declaration Fund's Trustees including by a majority of the Fund's
Trustees, who are not parties to the Agreement or interested persons of any
such party, on November 13, 1995 for an additional one year term to end on
December 8, 1996.
Declaration I/A has agreed to furnish, without expense to Declaration
Fund, the services of those of Declaration I/A's officers and full-time
employees who may be duly elected executive Officers or Trustees of
Declaration Fund, subject to their individual consent to serve and to any
limitations imposed by law, and shall pay all of the salaries, fees and
expenses of Declaration Fund's interested Trustees, President, Vice
Presidents, Secretary and Treasurer and all personnel who perform services
related to research and investment activities pertaining to Declaration Cash
Account.
The management fee for services rendered to Declaration Fund with
respect to Declaration Cash Account during 1993 was $221,942, during 1994
was $195,703 and during 1995 was $190,505.
GENERAL PROVISIONS OF THE ADVISORY AGREEMENT
DECLARATION CASH ACCOUNT
The Fund shall pay all administrative and other costs and expenses
directly attributable to its operations and transactions, including, without
limitation, transfer agent and custodian fees; legal and audit expenses;
expenses relating to the redemption of its shares; expenses of holding annual
shareholder meetings; expenses relating to the servicing of shareholder
accounts; fees and expenses incurred in connection with the printing and
distribution of its proxy statements, stockholders' reports and notices;
trade association fees; cost of supplies and postage; fees and expenses
relating to the registration of the Fund's shares under federal and state
laws and regulations; applicable federal, state and local taxes; insurance
premiums; the fees and expenses of the non-interested Trustees; the cost of
personnel necessary to maintain the Fund's records, perform daily pricing and
service shareholder requests; interest and brokerage commission; and such
non-recurring expenses as may arise including actions, suits or proceedings
to which the Fund is a party and the legal obligation for the indemnification
of Declaration Fund's Officers and Trustees.
RENEWAL OF ADVISORY AGREEMENT
The Advisory Agreement will continue from year to year, unless sooner
terminated; provided that it is approved at least annually, either by vote of
a majority of Declaration Fund's Trustees, or by vote of a majority of the
outstanding voting securities of Declaration Fund respecting Declaration Cash;
but, in either event, by the vote of a majority of the Trustees who are not
parties to the Agreement or "interested persons" of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
The Advisory Agreement is not assignable and may be terminated by either
party to the Agreement without penalty on 60 days' notice, either by a
majority vote of Declaration Fund's outstanding voting securities respecting
the particular Fund or by a majority of the Trustees of Declaration Fund.
THE DISTRIBUTION PLAN
FOR
DECLARATION CASH ACCOUNT
On August 16, 1988, the Board of Trustees of Declaration Fund approved a
Distribution Plan for the Fund. At that time, Declaration Fund offered only
one class of shares. Such approval was by a majority of those Trustees who
were not interested persons of the Fund and who had no direct or indirect
financial interest in the operation of the Plan (the "Rule 12b-1 Trustees").
The Plan made clear that the fee payable under the Plan could only be used
for sales or promotional services or activities in connection with the
distribution of Declaration Fund's shares, and for no other purpose. On
December 8, 1988, a majority of the outstanding voting securities of the Fund
approved the Plan.
On May 15, 1990, certain technical and non-material changes were made in
the Distribution Plan to reflect the change of the Fund's name to Declaration
Fund from Consolidated Asset Management Fund and the reclassification of the
Fund's outstanding shares to shares of Declaration Cash Account.
On November 13, 1995, the Fund's Board of Trustees approved the
continuation of the Plan for an additional term to end on December 8, 1996.
Pursuant to the terms of the Plan, Declaration Fund will pay the costs
of distributing Declaration Cash Account's shares. Such distribution costs
cannot exceed annually, in total, an amount equal to .25% of Declaration Cash
Account's average daily net assets (the "distribution fee"). The sums then
expended by Declaration Fund are to be reimbursed to Declaration Fund from
the portfolio assets of Declaration Cash Account. Such distribution fee can
be used for the following purposes: (1) for payment to brokers and other
persons engaged in the distribution of Declaration Cash Account shares and
who administer the accounts of shareholders; (2) to pay advertising costs;
(3) to pay the compensation of persons engaged in the marketing of the
Declaration Cash Account shares and other marketing activities; (4) to pay
the costs of distribution of materials and information concerning Declaration
Fund and the shares of Declaration Cash Account, including the Prospectus,
Statement of Additional Information, shareholder updates and sales literature
and the costs incurred in the preparation, printing and mailing of such
materials and information; and (5) to pay the costs incurred in sales
presentations and promotions made to specific market segments such as
professional associations, employee groups and the memberships of other
organizations.
As required by the Rule, the Rule 12b-1 Trustees are to nominate
replacements for non-interested Trustees, when and if needed, during the
existence of the Plan.
The Board of Trustees of Declaration Fund regularly monitors the
operation of the Plan in order to assess whether it is fulfilling its
intended objectives and whether its continuation is in the best interests of
Declaration Fund and the shareholders of Declaration Cash Account. The Plan
cannot be amended to increase materially the amount that may be paid by
Declaration Fund without the prior approval of a majority of the outstanding
voting securities of Declaration Cash Account.
A quarterly report of 12b-1 expenditures is provided to the Board
of Trustees.
THE AGREEMENT PURSUANT TO THE DISTRIBUTION PLAN
FOR DECLARATION CASH ACCOUNT
On April 22, 1992, a majority of the Board of Trustees including a
majority of the Rule 12b-1 Trustees approved an Agreement pursuant to the
Distribution Plans for Declaration Cash Account and certain other funds
between Declaration Fund and Declaration Distributors, Inc. ("Declaration
Distributors"), whereby Distributors would aid in the distribution of the
shares of the funds. Declaration Distributors would be reimbursed for the
following distribution expenses: payments to qualified broker-dealers and
others in respect of the sale of shares of the funds and account maintenance
fees; compensation and expenses of employees of the Distributor who engage in
or support distribution of Fund shares or render shareholder support services
not otherwise provided by Declaration Fund's transfer and shareholder
servicing agent; formulation and implementation of marketing and promotional
activities, and preparation, printing and distribution of supplementary sales
materials and the printing and distribution of Prospectuses, Statements of
Additional Information and shareholder reports for recipients other than
existing shareholders of the Funds.
Declaration Fund shall pay the following expenses: (i) for the
preparation, printing and distribution to existing Declaration Fund
shareholders of Prospectuses and Statements of Additional Information; (ii)
preparation, printing and distribution of shareholder reports and other
communications to shareholders; (iii) registration of the shares of the Fund
under the federal securities laws; (iv) qualification of the shares of the
Fund for sale in such states as the Distributor and Declaration Fund may
approve; (v) qualification of Declaration Fund as a dealer or broker under
state law as well as qualification of Declaration Fund as an entity
authorized to do business in certain states where necessary; (vi) maintaining
facilities for the issue and transfer of shares; (vii) supplying information,
prices and other data to be furnished by Declaration Fund; and (viii) taxes
applicable to the sale or delivery of the shares of the Fund or certificates
therefor.
On November 13, 1995, the Board of Trustees approved the Agreement
pursuant to the Distribution Plan for an additional one-year period ending on
December 8, 1996.
BROKERAGE - DECLARATION CASH ACCOUNT
It is expected that some purchases and sales of portfolio securities
transacted with respect to Cash Account will be principal transactions
including some portfolio securities which may be purchased directly from an
issuer. Usually there will be no brokerage commissions paid in connection
with such purchases. Purchases from underwriters of portfolio securities
will include a commission or concession paid by the issuer to the
underwriter, and in purchases from dealers, the dealers will look to the
spread between the bid and asked price for their compensation. Other
purchases and sales, particularly with respect to certificates of deposit,
may require payment of a brokerage commission.
In the purchase and sale of portfolio securities, the Advisor's sole
consideration is the ability of the broker to promptly execute and clear
orders in an efficient manner at the best asked prices. Brokers will be
selected by the Advisor solely on this basis: Declaration I/A will seek to
either negotiate commissions or pay the lowest commission reasonable under
the circumstances. For the fiscal years ended December 31, 1993, December
31, 1994, and December 31, 1995, no brokerage commissions were paid on
portfolio transactions.
By virtue of certain restrictions on the maturities of the securities
purchased, the annual portfolio turnover with respect to Cash Account will
be relatively high. However, portfolio turnover is not expected to have a
material adverse effect on net income. The portfolio turnover rate with
respect to Cash Account is expected to be zero for regulatory reporting
purposes.
PURCHASE AND REDEMPTION OF DECLARATION CASH ACCOUNT SHARES
Declaration Fund reserves the right, in its sole discretion, (i) to
suspend the offering of a Fund's shares, (ii) to reject purchase orders when
in the judgment of management, such rejection is in the best interests of
the Fund, and (iii) to reduce or waive the minimum for initial and
subsequent investments for certain fiduciary accounts, such as employee
benefit plans or under circumstances where certain economies can be achieved
in sales of a Fund's shares.
Fractional shares will be issued to three decimal places. Share
certificates will not be issued unless requested. This saves the
shareholders the cost and trouble of providing safekeeping for share
certificates, and saves Declaration Fund the cost of issuing such
certificates.
Shareholders in Declaration Cash Account will receive a transaction
confirmation for each transaction other than for a regular mail
deposit/purchase of shares or a redemption of shares through use of
checkwriting drafts. All mail deposit/purchase and/or draft redemptions will
be confirmed by monthly statement. In the event there is no purchase or
redemption activity in an account, other than the reinvestment of daily
dividends, an investor will receive an account statement only at the end of
each quarter-yearly period.
Declaration Fund may suspend redemption privileges or postpone the date
of payment on redemption of Fund shares (i) during any period that the New
York Stock Exchange is closed, or trading on the Exchange is restricted, (ii)
during any period when an emergency exists as a result of which it is not
reasonably practicable for Declaration Fund to dispose of securities owned by
it, or to fairly determine the value of its net assets, and (iii) for such
other periods as the U.S. Securities and Exchange Commission may permit.
Shares of Declaration Fund are sold and redeemed without charge except,
in the case of Cash Account, for the balance of any administrative fee that
may be due. However, institutional investors purchasing or holding Fund
shares for their customers' accounts may charge customers for cash management
and other services provided in connection with their accounts including, for
example, account maintenance fees, compensating balance requirements or fees
based upon account transactions, assets or income. A customer should,
therefore, carefully consider the terms of his or her account with an
institution before purchasing Fund shares. An institution purchasing or
redeeming Fund shares on behalf of its customers is responsible for
transmitting orders in accordance with its customer agreements.
Proceeds paid upon redemption may be more or less than the shareholder's
cost depending on each Fund's net asset value per share at the time of
redemption.
SIGNATURE GUARANTEES
To protect your account, signature guarantees are required for certain
redemptions. Signature guarantees enable Declaration Fund to be satisfied
that you are the person who has authorized a redemption from your account.
The signature guarantee must appear either: (1) on the share
certificate (if one has been issued), or on the written request for
redemption, or (2) on a separate instrument for assignment ("stock power"),
which should specify the total number of shares to be redeemed. Please refer
to the Prospectus of Declaration Cash Account for the type of signature
guarantee that will be required.
DETERMINATION OF NET ASSET VALUE
CASH ACCOUNT
It is the policy of Declaration Fund to attempt to maintain a net asset
value of $1.00 per share for the shares of Cash Account for purposes of sales
and redemptions. The instruments held in the portfolio of Cash Account are
valued on the basis of amortized cost which does not take into account
unrealized capital gains or losses. This involves valuing an instrument at
cost and, thereafter, assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method provides certainty
in valuation, it may result in periods during which value, as determined by
amortized cost, is either higher or lower than the price that would be
received if the instrument was sold. During periods of declining interest
rates, the daily yield on shares of Cash Account, computed as described
above, may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of amortized cost resulted in a lower aggregate portfolio
value on a particular day, a prospective investor in Cash Account would be
able to obtain a somewhat higher yield than would result from investment in a
fund utilizing solely market values, and existing Cash Account investors
would receive less investment income. The converse would apply in a period
of rising interest rates.
The valuation of Cash Account's instruments based upon their amortized
cost and the commitment to maintain Cash Account's per share net asset value
of $1.00 is authorized by the provisions of Rule 2a-7 under the 1940 Act. In
compliance with the terms of the Rule, the Board of Trustees has agreed, as a
particular responsibility within the overall duty of care owed to Cash
Account shareholders, to establish procedures reasonably designed to
stabilize the net asset value per share, as computed, for the purposes of
sales and redemptions at $1.00 per share, taking into account current market
conditions and Cash Account's investment objective. These procedures include
periodic review (when the Board of Trustees deems appropriate and at such
intervals as are reasonable in light of current market conditions) of the
relationship between amortized cost value per share and a net asset value per
share based upon available indications of market value. In such review, all
portfolio securities including securities with maturities of less than 60
days must be marked to market for purposes of computing market deviation.
Other investments and assets are valued at fair market value as
determined in good faith by the Board of Trustees or its designee(s).
In the event of a difference of over 1/2 of 1% between Cash Account's
net asset value based upon available market quotations or market equivalents
and its per share net asset value based on amortized cost, the Board of
Trustees will promptly consider what action, if any, should be taken. The
Board of Trustees will also take such action, as it deems appropriate, to
eliminate or to reduce, to the extent reasonably practicable, any material
dilution or other unfair results which might arise from differences between
the two methods of value. Such action may include redemption in kind,
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten the average portfolio maturity, withholding dividends,
or utilizing a net asset value per share as determined by using available
market quotations. See "Daily Dividends" below.
DECLARATION CASH ACCOUNT - DAILY DIVIDENDS
Declaration Fund will declare and automatically invest dividends from
the net investment income of Cash Account on each day that Declaration Fund
is open for business to shareholders of record as of 11:00 A.M., East Coast
time. Income for Saturdays, Sundays, and holidays will be declared as a
dividend on the next succeeding business day. The amount of dividends
declared and paid fluctuates from day to day. Dividends are automatically
reinvested at net asset value in additional shares. Shareholders of Cash
Account will receive periodic transaction summaries of their accounts,
including information about dividends reinvested or paid.
Shareholders who make the request may have their dividends paid to them
monthly in cash. For such shareholders, the shares reinvested and credited
to their account during the month will be redeemed promptly after the end of
the month and the proceeds paid to them by check.
Net income, for dividend purposes, is the sum of: (1) net investment
income, which consists of the interest earned on Cash Account's investments
(adjusted for amortization of original issue, market discounts or premiums ),
less the estimated expenses of Declaration Fund; and (2) gains or losses
realized on the sale of portfolio securities. Net income will be so
calculated immediately prior to the determination of the Fund's net asset
value per share (see "Determination of Net Asset Value").
The Board of Trustees of Declaration Fund may revise the above dividend
policy, or postpone the payment of dividends, if Declaration Fund should have
or anticipate any large unexpected expenses, losses or fluctuations in net
assets with respect to Cash Account that, in the opinion of the Board of
Trustees, might have a significant effect on shareholders. The shareholders
will be notified of any such action taken by the Board of Trustees.
TAX STATUS
The following is only a summary of certain tax considerations generally
affecting Declaration Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of shareholders, and the discussion here and in the Prospectus is
not intended as a substitute for careful tax planning. Investors in
Declaration Fund should consult their tax advisors with specific reference to
their tax situation.
In order to qualify for tax treatment as a regulated investment company
under the Code, a Fund is required, among other things, to derive less than
30% of its gross income from the sale or other disposition of securities held
for less than three months. Interest (including original issue plus accrued
market discount) received at maturity or disposition of a security held for
less than three months will not be treated as gross income derived from the
sale or other disposition of such security within the meaning of this
requirement.
Since all of a Fund's net investment income is expected to be derived
from earned interest, it is anticipated that no part of any distribution will
be eligible for the dividends received deduction for corporations. It is not
expected that Cash Account will realize long-term capital gains and,
therefore, it does not contemplate payment of any "capital gains dividends"
as described in the Code.
It will be required, in certain cases, to withhold and remit to the
United States Treasury, 31% of dividends paid to any Fund shareholder who has
failed to provide a tax identification number, or who has provided an
incorrect number, or who is subject to withholding by the Internal Revenue
Service for failure to properly include on his or her return, payments of
interest or dividends.
In those states and localities which have income tax laws, the treatment
of Cash Account and its shareholders and Declaration Fund may differ under
such laws from the treatment under Federal income tax laws. Shareholders are
advised to consult their tax advisers concerning the application of state and
local taxes.
TRANSFER AGENT AND CUSTODIAN
Declaration Service Company, an affiliated entity of Declaration I/A,
serves as Declaration Fund's transfer agent, dividend disbursing and
shareholder servicing agent, with respect to Declaration Cash Account.
CoreStates Bank, N.A., has been retained to act as Custodian of the
portfolio assets of Cash Account. The Agreement between Declaration Fund and
the Custodian provides, among other things, that the Custodian shall hold and
deliver, upon instructions from Declaration Fund, all securities and cash
placed with it; that all proceeds from the sale of Cash Account shares and
securities in the portfolio of Cash Account shall be paid to the Custodian;
and money disbursements shall be made by the Custodian in accordance with
orders from Declaration Fund. All assets will be held by the Custodian
subject to approval of the Board of Trustees. CoreStates Bank, N.A. may
employ another bank as agent to hold certain securities of Cash Account on
its behalf.
INDEPENDENT PUBLIC ACCOUNTANTS
Sanville & Company, Philadelphia, Pennsylvania, has been selected as
independent public accountants for Declaration Fund. The financial statements
included in the Prospectus have been included in reliance on the report of
Sanville & Company, given on the authority of said firm as experts in
auditing and accounting.
GENERAL INFORMATION AND HISTORY
Declaration Fund is authorized pursuant to the terms of the Declaration
of Trust, to issue an unlimited number of units of beneficial interest
("shares").
Each share in a particular fund series has an equal pro-rata interest in
the fund series and each share has identical dividend, liquidation and other
rights and preferences, except that each share will have voting and dividend
and distribution rights attributable to the fund with respect to which it has
been issued.
Shareholders of each fund series will have the right to vote on matters
relating to the investment management agreement, changes in investment
policies and restrictions relating to the particular fund series, and on all
other matters requiring shareholder approval. Fractional shares have
proportional voting rights.
All shares, when issued for consideration, as described in the
Prospectus, are fully paid and non-assessable and will have no preemptive
or conversion rights. Outstanding shares of Declaration Fund have no
cumulative voting rights.
Martin V. Miller, Esq., will pass on certain legal matters in connection
with the shares offered by Declaration Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF
SECURITIES OF CASH ACCOUNT
As at December 31, 1995, Delaware Charter Guarantee & Trust Company
("Delaware Charter"),1013 Centre Road, Wilmington, Delaware 19805, a Delaware
corporation, owned of record 85.9% of the outstanding voting securities of
Cash Account. Delaware Charter is the legal owner, but not the beneficial
owner of these securities in its capacity as custodian of certain pension and
profit sharing plans including individual retirement accounts. It is the
voting trustee of such shares. Delaware Charter is a Delaware corporation
and is a wholly-owned subsidiary of Principal Financial Group, Inc., which is
a wholly-owned subsidiary of Principal Mutual Life Insurance Company. No other
person is known to own 5% or more of Cash Account's outstanding shares. The
amount of Declaration Cash Account stock owned by all Trustees and Officers of
Declaration Fund as a group is less than 1%.
<TABLE>
Declaration Cash Account
STATEMENT OF NET ASSETS
December 31, 1995
<CAPTION>
Annualized
Yield On Amortized
Purchase Maturity Cost And
Description and Principal Amount Date Date Value
----------- --------- ----------
<S> <C> <C> <C>
COMMERCIAL PAPER (101.3%)
$1,800,000 Abbott Laboratories 5.70% 01/16/96 $ 1,795,725
1,600,000 American Express Credit Corporation 5.61% 01/25/96 1,594,016
1,800,000 American Telephone & Telegraph Capital 5.78% 01/08/96 1,797,688
1,400,000 American Telephone & Telegraph Co. 5.70% 01/12/96 1,397,562
1,153,000 Brown - Forman Corp. 5.71% 01/23/96 1,148,977
1,500,000 General Electric Capital Corporation 5.64% 01/24/96 1,494,595
1,000,000 Heinz (H.J.) Company 5.74% 01/29/96 995,536
1,600,000 Hershey Corporation 5.55% 01/22/96 1,594,820
1,100,000 IBM Credit Corporation 5.80% 01/10/96 1,098,405
1,900,000 Kimberly-Clark Corporation 5.60% 01/30/96 1,891,429
1,900,000 McDonald's Corporation 5.60% 01/08/96 1,897,931
1,000,000 Minnesota Mining & Manufacturing Co. 5.68% 01/04/96 999,527
1,900,000 Motorola, Inc. 5.72% 01/08/96 1,897,887
1,400,000 Motorola Credit Corporation 5.72% 01/26/96 1,394,438
1,900,000 Paccar Financial Corporaiton 5.75% 01/22/96 1,893,627
1,900,000 PepsiCo Incorporated 5.78% 01/18/96 1,894,814
1,400,000 Philip Morris Companies, Inc. 5.72% 01/16/96 1,396,663
1,800,000 Pioneer Hi-Bred International, Inc 5.77% 01/08/96 1,797,981
1,000,000 Pitney Bowes Credit Corp. 5.70% 01/12/96 998,258
1,900,000 Texaco Incorporated 5.57% 01/17/96 1,895,296
1,800,000 Weyerhaeuser Company 5.80% 01/11/96 1,797,100
1,900,000 Weyerhaeuser Mortgage Company 5.75% 01/11/96 1,896,965
1,900,000 Xerox Corporation 5.75% 01/19/96 1,894,537
1,900,000 Xerox Credit Corporation 5.65% 01/08/96 1,897,913
-----------
Total Commercial Paper 38,361,690
-----------
Total Amortized Cost and Value for Financial
Reporting and Income Tax Purposes (101.3%) $38,361,690
-----------
See notes to financial statements.
</TABLE>
<TABLE>
Declaration Cash Account
STATEMENT OF NET ASSETS (Continued)
December 31, 1995
<CAPTION>
OTHER ASSETS AND LIABILITIES (1.3%)
<S> <C>
Other assets $ 116,702
Other liabilities ( 616,375)
------------
Total Other Assets and Liabilities ( 499,673)
------------
NET ASSETS (100%)
Applicable to 37,862,017 outstanding shares of beneficial
interest (unlimited authorization - no par value) $ 37,862,017
============
Net asset value (offering and redemption price per share) $1.00
======
See notes to financial statements.
</TABLE>
<TABLE>
Declaration Cash Account
STATEMENT OF OPERATIONS
For the year ended December 31, 1995
<CAPTION>
<S> <C>
Investment Income:
Interest $ 2,176,210
---------
Total Investment Income 2,176,210
---------
Expenses:
Advisory and management fees (Note 2) 190,505
Audit fees 16,096
Custodian fees 23,920
Distribution fees (Note 2) 10,414
Insurance 23,123
Legal 16,324
Postage 7,946
Pricing and blue sky administration fees (Note 2) 51,000
Printing 21,131
Registration fees 32,271
Shareholder servicing costs 101,370
Transfer agent fees (Note 2) 316,820
Trustee fees and expenses 12,967
Miscellaneous 16,682
----------
Total Expenses 840,569
Expense Reimbursement By Investment Advisor (Note 2) ( 78,602)
----------
Net Expenses 761,967
----------
Net Investment Income $ 1,414,243
==========
See notes to financial statements.
</TABLE>
<TABLE>
Declaration Cash Account
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
Year ended December 31,
1995 1994
-----------------------------
<S> <C> <C>
Increase (decrease) in net assets:
Operations: Net investment income $ 1,414,243 $ 838,561
Net increase in net assets
resulting from operations 1,414,243 838,561
Distributions to shareholders:
Distributions from net
investment income (1) ( 1,414,243) ( 838,561)
----------- -----------
Capital share transactions (2):
Proceeds from shares sold 45,335,376 51,293,228
Proceeds from shares issued on
reinvestment of distributions
from net investment income 1,414,243 838,561
Shares redeemed (47,112,469) (54,857,874)
Net decrease from capital share ----------- -----------
transactions ( 362,850) ( 2,726,085)
----------- -----------
Total decrease in net assets ( 362,850) ( 2,726,085)
----------- -----------
Net assets:
Beginning of year 38,224,867 40,950,952
----------- -----------
End of year $ 37,862,017 $ 38,224,867
=========== ===========
(1) Income dividends per share $.037 $.022
(2) Also represents transactions in fund shares ==== ====
See notes to financial statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. Organization and Summary of Significant Accounting Policies
Organization: Declaration Cash Account ("DCA") is a series of the
Declaration Fund (the "Trust") and is registered under the Investment
Company Act of 1940, as amended, as an open-end diversified management
investment company. The Trust is organized as a Pennsylvania business
trust.
The following significant accounting policies are in conformity with
generally accepted accounting principles for investment companies. Such
policies are consistently followed by DCA in the preparation of its
financial statements.
Security valuation: Portfolio securities are valued utilizing the
amortized cost method. Under this method, purchase discounts and
premiums are amortized ratably to maturity and are included in interest
income.
Repurchase agreements: DCA's custodian takes possession through the
Federal Reserve Book Entry System of the collateral pledged for
investments in repurchase agreements. The underlying collateral is
valued daily on a mark-to-market basis to ensure that the value,
including accrued interest, is at least equal to the repurchase price.
In the event of default of the obligation to repurchase, liquidation
and/or retention of the collateral may be subject to legal proceeding.
Federal income taxes: DCA's intention is to continue to qualify as a
regulated investment company and distribute all of its taxable income.
Accordingly, no provision for Federal income taxes is required in the
accompanying financial statements.
Other: Security transactions are accounted for on the date the
securities are purchased or sold. Dividends from net investment income
are declared and reinvested on a daily basis. Income and expenses are
recorded on the accrual basis.
2. Investment Advisor and Transactions with Affiliates
Under terms of the investment advisory agreement approved by the
shareholders of DCA, Declaration Investment Advisors, Inc. (the
"Advisor") agrees to provide to DCA investment advisory services and all
of the executive personnel necessary for the day-to-day operation of DCA,
including the general supervision of its affairs and office facilities.
This agreement provides for an annual advisory and management fee,
payable on a monthly basis, not to exceed 0.50% of the first $500 million
of DCA's average net assets. The advisory fee is reduced if certain
expenses of DCA exceed 2% of the first $100 million of average annual net
assets and 1.5% of average annual net assets in excess of $100 million.
The reimbursement is limited to the fee the Advisor Declaration Cash
Account
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
2. Investment Advisor and Transactions with Affiliates (Continued)
is due. For the year ended December 31, 1995, the Advisor billed DCA
$190,505 for these services. The Advisor was required to reimburse DCA
$78,602 for the year ended December 31, 1995. On December 31, 1995, DCA
had an advisory and management fee payable to the Advisor of $16,278. An
expense reimbursement was due to DCA from the Advisor of $78,602 at
December 31, 1995. Certain trustees and officers of DCA are directors and
officers of the Advisor.
Under terms of the service agreement, Declaration Service Company (the
"Service Company") will act as DCA's transfer agent, dividend disbursing
agent, and agent in connection with any plans provided to the
shareholders of DCA. The Service Company will also provide the necessary
personnel for the shareholder servicing function of DCA. DCA will pay
the Service Company, on a monthly basis, a maintenance fee for each
shareholder account and will reimburse the Service Company for any out-
of-pocket expenses. The Service Company receives administrative service
fees charged to shareholders whose account value is less than $2,500.
Accordingly, the transfer agent fees were reduced by the amount of
administrative service fees paid to the Service Company. For the year
ended December 31, 1995, transfer agent fees totalled $624,266 and
administrative service fees totalled $307,446 for net transfer agent fees
of $316,820. On December 31, 1995, DCA had a transfer agent fee payable
to the Service Company of $52,584. The Service Company also provides
accounting, pricing and blue sky administration services to DCA. For
these services, the Service Company received fees totalling $51,000 for
the year ended December 31, 1995. On December 31, 1995 DCA had a payable
of $4,250 for these fees. Certain trustees and officers of DCA are
directors and officers of the Service Company. The Service Company is
an affiliate of the Advisor.
DCA has adopted a plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, whereby it is permitted to pay up to 0.25% of its
annual average net assets for expenses incurred in the distribution of
its shares. During the year ended December 31, 1995, DCA incurred 0.02%
of its annual average net assets for such distribution expenses.
3. Payable to Custodian
Included in other liabilities is $447,616 which was payable to DCA's
custodian due to a temporary cash overdraft in DCA's custodian account
resulting from over-investing at December 31, 1995. This temporary cash
overdraft was corrected on January 4, 1996 with the first maturity of
commercial paper.
<PAGE>
<TABLE>
Declaration Cash Account
FINANCIAL HIGHLIGHTS
Selected data for a share of capital stock outstanding throughout each year
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from Investment ------ ------ ------ ------ ------
Operations:
Net Investment Income .037 .022 .011 .018 .042
------ ------ ------ ------ ------
Less Distributions:
Dividends from net investment
income ( .037) ( .022) ( .011) ( .018) ( .042)
------ ------ ------ ------ ------
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return (1) 3.78% 2.18% 1.12% 1.90% 4.27%
Ratios/Supplemental Data:
Net assets, end of year
(000's) $37,862 $38,225 $40,951 $47,767 $48,224
Ratio of expenses to average
net assets (before expense
reimbursement) 2.21% 2.18% 1.94% 1.71% 1.61%
Ratio of expense reimbursement
to average net assets 0.21% 0.18% - - -
Ratio of net investment income
to average net assets 3.71% 2.15% 1.11% 1.83% 4.18%
(1) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends on the payable date,
and a sale at net asset value on the last day of the period reported.
Total return does not include account maintenance fees and total return
would be lower if such fees were included.
See notes to financial statements.
</TABLE>
<PAGE>
APPENDIX
DEFINITION OF "ELIGIBLE SECURITY"
1. Eligible Security shall mean:
(i) a security with a remaining maturity of 397 days or less that is
rated (or that has been issued by an issuer that is rated with respect to a
class of Short-Term [i.e., having a remaining maturity of 366 days or less] debt
obligations, or any security within that class that is comparable in priority
and security with the security) by the Requisite NRSROs (hereafter defined) in
one of the two highest rating categories for Short-Term debt obligations (within
which there may be sub-categories or gradations indicating relative standing),
or
(ii) a security:
(a) that at the time of issuance was a Long-Term (having a
maturity greater than 366 days) security but that has a remaining maturity of
397 calendar days or less, and
(b) whose issuer has received from the Requisite NRSROs a
rating, with respect to a class of Short-Term debt obligations (or any security
within that class) that is now comparable in priority and security with the
security, in one of the two highest rating categories for Short-Term debt
obligations (within which there may be sub-categories or gradations indicating
relative standing); or
(iii) an Unrated Security (as hereafter defined) that is
comparable in quality to a Security meeting the above requirements of (ii)(a)
and (b) above, as determined by the Fund's investment manager; provided,
however, that:
(a) the investment manager may base its determination that a
Standby Commitment is an Eligible Security upon a finding that the issuer of the
Commitment presents a minimal risk of default; and
(b) a security that at the time of issuance was a Long-Term
security but that has a remaining maturity of 397 calendar days or less and that
is a Unrated Security is not an Eligible Security if the security has a Long-
Term rating from any NRSRO that is not within the NRSRO's two highest categories
(within which there may be sub-categories or gradations indicating relative
standing);
(iv) (a) NRSRO shall mean any nationally recognized statistical
rating organization that is not an affiliate of the issuer or of any insurer,
guarantor or provider of credit support, of the instrument.
(b) "Requisite NRSROs" shall mean (1) any two NRSROs that have
issued a rating with respect to a security or class of debt obligations of an
issuer, or (2) if only one NRSRO has issued a rating with respect to such
security or issuer at the time the Fund purchases or rolls over the security,
then that NRSRO.
DEFINITION OF "FIRST TIER SECURITY"
1. "First Tier Security" shall mean any Eligible Security that:
(i) is rated (or has been issued by an issuer that is rated with
respect to a class of Short-Term debt obligations, or any security within that
class, that is comparable in priority and security with the security) by the
Requisite NRSROs in the highest rating category for Short-term debt obligations
(within which there may be sub-categories or gradations indicating relative
standing); or
(ii) is a security described in paragraph (ii) of the definition of
Eligible Security above, whose issuer has received from the Requisite
NRSROs a rating, with respect to a class of Short-Term debt obligations (or
any security within that class) that now is comparable in priority and
security with the security, in the highest rating category for Short-Term
debt obligations (within which there may be sub-categories or gradations
indicating relative standing).
(iii) is an Unrated Security that is of comparable quality to a
security meeting the requirements of clauses (i) and (ii) above of the
definition of "First Tier Security", as determined by the Fund's investment
manager.
2. "Second Tier Security" shall mean any Eligible Security that is not
a First Tier Security.
DEFINITION OF "UNRATED SECURITY"
1. An "Unrated Security" shall mean:
(i) A security with a remaining maturity of 397 days or less issued
by an issuer that does not have a current Short-Term rating assigned by any
NRSRO:
(a) to the security, or
(b) to the issuer with respect to a class of Short-Term debt
obligations (or any security within that class) that is comparable in priority
and security with the security; and
(ii) A security:
(a) that at the time of issuance was a Long-Term security but
that has a remaining maturity of 397 calendar days or less, and
(b) whose issuer has not received from any NRSRO a rating with
respect to a class of Short-Term debt obligations (or any security within that
class) that now is comparable in priority and security with the security; and
(iii) a security that is a rated security and is the subject of
an external credit support agreement that was not in effect when the security
(or the issuer) was assigned its rating, and
(iv) a security is not an Unrated Security if any Short-Term debt
obligation ("reference security") that is issued by the same issuer and is
comparable in priority and security with that security is rated by a NRSRO. The
status of such security as an Eligible Security or First Tier Security shall be
the same as that of the reference security.
PERFORMANCE MEASURES
Declaration Cash Account and each of the CAMCO Funds may, from time to
time, use one or more of the following unmanaged indices for comparative
performance purposes.
Standard and Poor's 500 Composite Stock Price Index - is a well diversified list
of 500 companies representing the U.S. Stock Market.
Salomon Brothers High-Grade Corporate Bond Index - consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
Salomon Brothers Broad Investment-Grade Bond - is a market weighted index that
contains approximately 4700 individually priced investment-grade corporate bonds
rated BBB or better, U.S. Treasury/agency issues and mortgage pass-through
securities.
Shearson Lehman Long-Term Treasury Bond - is composed of all bonds covered by
the Shearson Lehman Hutton Treasury Bond Index with maturities of 10 years or
greater.
Ibbotson U.S. Treasury Bill Index - Each month a one-bill portfolio containing
the shortest-term bill having not less than one month to maturity is
constructed. The total return of the Index is then the month-end price divided
by the previous month-end price, minus one. This index is provided by Ibbotson
Associates.
CPI (Inflation) - The consumer price index for all urban consumers, not
seasonally adjusted, is used for inflation. This is provided by U.S. Department
of Labor, Bureau of Labor Statistics.
Lehman Brothers Government/Corporate Bond Index - Index includes all public
corporate and Government fixed rate debt issues rated investment grade or
higher. All issues have at least one year to maturity and an outstanding par
value of at least $100 million for U.S. Government issues and $50 million for
corporate issues.
Lehman Brothers Intermediate Government/Corporate Bond Index - Index includes
the issues of the Government/Corporate Bond Index (see above) that are less than
10 years in maturity.
Lehman Brothers Treasury Index - Index includes all public obligations (notes
and bonds) of the U.S. Treasury (excluding flower bonds and foreign-targeted
issues).
Lehman Brothers Intermediate Treasury Index - Index includes the issues of the
Treasury Index (see above) that are less than 10 years in maturity.
Merrill Lynch 1-3 Treasury Index - Index includes all public obligations of the
U.S. Treasury, excluding flower bonds and foreign-targeted issues, with
maturities of one to three years.
DEFINITIONS
Marketing literature for the Funds may, from time to time, refer to or
discuss a Fund's duration. Duration is the weighted average life of a
Fund's debt instruments measured on a present-value basis; it is generally
superior to average weighted maturity as a measure of a Fund's potential
volatility due to changes in interest rates.
Unlike a Fund's average weighted maturity, which takes into account only
the stated maturity date of the Fund's debt instruments, duration represents a
weighted average of both interest and principal payments, discounted by the
current yield-to-maturity of the securities held. For example, a four-year,
zero-coupon bond, which pays interest only upon maturity (along with principal),
has both a maturity and duration of 4 years. However, a four-year bond priced
at par with an 8% coupon has a maturity of 4 years but a duration of 3.6 years
(at an 8% yield), reflecting the bond's earlier payment of interest.
In general, a bond with a longer duration will fluctuate more in price than
a bond with a shorter duration. Also, for small changes in interest rates,
duration serves to approximate the resulting change in a bond's price. For
example, a 1% change in interest rates will cause roughly a 4% move in the price
of a zero-coupon bond with a
4 year duration, while an 8% coupon bond (with a 3.6 year duration) will change
by approximately 3.6%.
ADDITIONAL DEFINITIONS
1. The term "money market" refers to the market place composed of the
financial institutions which handle the purchase and sale of liquid, short-term,
high grade debt instruments. The money market is not a single entity, but
consists of numerous separate markets, each of which deals in a different type
of short-term instrument. These include U.S. Government obligations, commercial
paper, certificates of deposit, and bankers' acceptances, which are generally
referred to as money market instruments.
2. Definitions of common money market instruments:
(a) Commercial paper - a short term, unsecured promissory note issued
by corporations, including banks.
(b) Variable amount master demand notes - obligations that permit the
investment by Declaration Fund with respect to Cash Account of fluctuating
amounts at varying rates of interest pursuant to direct arrangements between
Declaration Fund, as lender, and the borrower. These notes permit daily changes
in the amount borrowed. Declaration Fund has the right to increase or decrease
the amount at any time up to the full amount provided by the note agreement and
the borrower may prepay up to the full amount of the note without penalty.
Because variable amount master demand notes are direct lending arrangements
between the lender and the borrower, it is not generally contemplated that such
instruments will be traded and there is no secondary market for these notes,
although they are redeemable (and, thus, immediately repayable by the borrower)
at face value, plus accrued interest at any time. In connection with the master
demand note arrangements, Cash Account's Advisor will consider, on an ongoing
basis, the earning power, cash flow and other liquidity ratios of the issuer,
and the borrower's ability to pay principal and interest on demand. While
master demand notes, as such, are not typically rated by credit rating agencies,
if not so rated, investments for Cash Account may be made only if Cash Account's
Advisor determines at the time of an investment the issuer meets the criteria
set forth for all other commercial paper issuers.
3. Negotiable certificates of deposit - short-term certificates issued
by banks against funds deposited in a bank. They are for a definite period of
time, earn a specified rate of return, and are negotiable.
4. Bankers' acceptances - short-term credit instruments primarily used
to finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.
5. Description of Standard & Poor's Corporation ("S&P") and Moody's
Investor's Service, Inc. ("Moody's") highest commercial paper and bond ratings:
(a) Commercial Paper Ratings.
Commercial paper ratings of S&P's Corporation are current
assessments of the likelihood of timely payment of debts having original
maturities of no more than 365 days. Commercial paper rated A-1 by S&P's
indicates that the degree of safety regarding timely payment is either
overwhelming or very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus (+) sign designation. Commercial
paper rated A-2 by S&P's indicates that the capacity of timely payment on issues
with designation is strong. However, the relative degree of safety is not as
high as for issues designated A-1. Commercial paper rated A-3 by S&P's
indicates that issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
The rating Prime-1 is the highest commercial paper rating
assigned by Moody's issuers rated Prime-1 (or related supporting institutions)
are considered to have a superior capacity for repayment of short-term
promissory obligations. Prime-1 repayment capacity will normally be evidenced
by the following characteristics: (1) leading market positions in well
established industries; (2) high rates of return on funds employed; (3)
conservative capitalization structures with moderate reliance on debt and ample
asset protection; (4) broad margins in earnings coverage of fixed financial
charges and high internal cash generation; and (5) well established access to
a range of financial markets and assured sources of alternate liquidity.
(b) Bond Ratings.
Bonds rated AAA by S&P's have the highest rating assigned by
S&P's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong. Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from AAA issues only in small degree. To provide
more detailed indications of credit quality, the AA rating may be modified by
the addition of a plus or minus sign to show relative standing within this major
rating category.
Bonds rated Aaa by Moody's are judged by Moody's to be of the
best quality. They carry the smallest degree of investment risk and are
generally referred to as a "gilt edge". Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
Moody's applied numerical modifiers (1, 2, and 3) with respect
to corporate bonds rated Aa. The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and modifier 3 indicates that the bond ranks in the lower
end of its generic rating category. With regard to municipal bonds, those bonds
in the Aa group which Moody's believes possess the strongest investment
attributes are designated by the symbol Aa1.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements in Prospectus of Declaration Fund/Declaration
Cash Account.
Statement of Selected per Share Data and Ratios -
Declaration Cash Account - years ended December 31, 1984 - 1995
(b) Financial Statements in Statement of Additional Information which
relate to Declaration Fund/Declaration Cash Account.
(1) Statement of Operations - December 31, 1995
(2) Statement of Changes in Net Assets - December 31, 1994
and December 31, 1995
(3) Statement of Net Assets - December 31, 1995
(4) Notes to Financial Statements - December 31, 1995
(c) Exhibits: Exhibit No.:
(1) Copies of the Charter as now in effect;
Copy of Declaration of Trust,
as amended 1
(2) Copies of the existing bylaws
or instruments corresponding thereto;
Copy of Bylaws, as amended. 2
(3) Copies of any voting trust none
agreement with respect to more than
5 percent of any class of equity
securities of the Registrant.
(4) Specimen of copy of each security
issued by the Registrant, including
copies of all constituent instruments,
defining the rights of the holders of
such securities and copies of each
security being registered;
Copy of Share Certificate 4(A)
(5) Copies of all investment advisory contracts
relating to the management of the Assets of the
Registrant;
Copy of Investment Management 5
Agreement between the Registrant and
Declaration Investment Advisors, Inc.
dated December 8, 1988.
Copy of Amendment to Investment 5(a)
Management Agreement relating to
Declaration Cash Account
dated May 15, 1990
(6) Copies of each underwriting or none
distribution contract between the
Registrant and a principal underwriter,
and specimens of copies of all agreements
between principal underwriters and dealers.
(7) Copies of all bonus, profit none
sharing, pension or other similar
arrangements wholly or partly for the
benefit of directors or officers of the
Registrant in their capacity as such;
any such plan that is not set forth in
a formal document, furnish a reasonably
detailed description thereof.
(8) Copies of all custodian agreements and
depository contracts under Section 17(f)
of the 1940 Act with respect to
securities and similar investments;
Copy of Custodian Agreement, 8(D)
dated February 26, 1990,
between the Registrant and
CoreStates Bank, N.A.,( formerly
Philadelphia National Bank)
Form of Amendment to Custodian 8(a)(G)
Agreement
(9) Copies of all material contracts not
made in the ordinary course of business
which are to be performed in whole or
in part at or after the date of the filing
of the Registration Statement;
Copy of Transfer Agency and 9(a)(D)
Service Agreement dated January 1, 1989
between the Registrant and
Declaration Service Company.
Copy of Amendment No. 1 9(b)(G)
to Transfer Agency Agreement
dated May 15, 1990 with respect
to Declaration Cash Account.
(10) An opinion and consent of counsel
as to the legality of the securities
being registered, indicating whether
they will, when sold, be legally issued,
fully paid and non-assessable;
Copy of opinion and consent of
counsel attached as an Exhibit to
Rule 24f-2 Notice filed by Registrant
on February 23,1996 relating to
Declaration Cash Account
and incorporated herein by reference.
(11) Copies of any other opinions, appraisals
or rulings and consents to the use thereof
relied on in the preparation of this
Registration Statement and required by
Section 7 of the 1933 Act;
Independent Public Accountants' Report of 11(a)
Sanville & Company as Independent Public
Accountants of the financial statements of
Declaration Fund relating to Declaration
Cash Account.
Consent of Sanville & Company - 11(b)
Independent Public Accountants - as
to the financial statements of Declaration
Fund relating to Declaration Cash
Account.
(12) All financial statements omitted None
from Item 23.
(13) Copies of any agreements or None
understandings made in consideration for
providing the initial capital between and
among the Registrant, the Underwriter, adviser,
promoter, or initial stockholders and
written assurances from promoters or initial
stockholders that their purchases were
made for investment purposes without any
present intention of redeeming or reselling.
(14) Copies of model plan used in None
the establishment of any retirement plan in
conjunction with which Registrant offers its
securities, any instructions thereto and any
other documents making up the model plan.
Such form(s) should disclose the costs and
fees charged in connection therewith.
(15) Copies of any plan entered into by Registrant
pursuant to Rule 12b-1 under the 1940 Act,
which describes all material aspects of the
financing of distribution of Registrant's
shares, and any agreements with any person
relating to implementation of such plan;
Copy of Plan of Distribution adopted by 15(C)
Registrant dated December 8, 1988
Copy of Amendment to Plan of Distribution 15(a)(F) 6
dated May 15, 1990 relating to
Declaration Cash Account.
(16) Schedule for computation of each
performance quotation provided in
the Registration Statement in response
to Item 22 (which need not be audited);
Computations of a $1,000
Hypothetical Investment in Declaration
Fund-Declaration Cash Account series; 16(a)
Computation of the Declaration 16(b)
Cash Account yield quotation based on
the seven days ended on the date of the
balance sheet as of December 31, 1995.
(A) This Exhibit formed part of Post-Effective Amendment No. 1 that was filed
with the Commission on March 3, 1982.
(B) This Exhibit formed part of Post-Effective Amendment No. 12 that was filed
with the Commission on April 20, 1988.
(C) This Exhibit formed part of Post-Effective Amendment No. 13 that was filed
with the Commission on March 20, 1989.
(D) This Exhibit formed part of Post-Effective Amendment No. 15 that was filed
with the Commission on March 1, 1990.
(E) This Exhibit formed part of Post-Effective Amendment No. 16 that was filed
with the Commission on May 14, 1990.
(F) This Exhibit formed part of Post-Effective Amendment No. 17 that was filed
with the Commission on February 15, 1991.
(G) This Exhibit formed part of Post-Effective Amendment No. 19 that was filed
with the Commission on April 30, 1992.
Item 25. Persons Controlled by or Under Common Control with Registrant
On December 31, 1995, Delaware Charter Guarantee & Trust Company was
the record owner of 32,546,847 shares or 85.9% of the outstanding
voting securities of Declaration Fund/Declaration Cash Account series.
Such shares are held pursuant to the terms of various self-directed
retirement plans. Delaware Charter Guarantee and Trust Company, as
the legal but not the beneficial owner, has the right under the terms
of the plans and the obligation to vote these shares and will exercise
the voting rights.
Item 26. Number of Holders of Securities
Title of Class Number of Record Holders
-------------- ------------------------
Common Capital Stock 14,310 Record Holders
Declaration Cash Account as of 12/31/95
Item 27. Trustee Liability and Indemnification
Liability to third parties for any act, omission or obligation of a
Trustee when acting in such capacity shall extend to the whole trust estate
or so much thereof as may be necessary to discharge such liability but personal
liability shall not attach to the Trustee or the beneficiaries of the Trust for
any such act, omission or liability. The provisions of Subchapter B of Chapter
5 of the Pennsylvania Business Corporation Law (relating to indemnification and
corporate directors' liability) shall be applicable to the Trustees of the
Trust.
Indemnification of Trustees and Officers and Insurance
(a) The trust shall have the power to purchase and maintain insurance
on behalf of any person who is or was a Trustee or officer of the Trust, or is
or was serving at the request of the Trust as a director, officer, employee or
agent of a corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of this status as such, whether or not the Trust would
have the power to indemnify him against such liability under the provisions of
this Section.
(b) No indemnification or other protection shall be made or given to
any Trustee or officer of the Trust against any liability to the Trust or to its
Shareholders (i) to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office or (ii) which would violate the provisions
of Section 17(h) or (i) of the Act as those provisions may be amended from time
to time, together with the Rules and Regulations of the Commission adopted
thereunder.
Indemnification
(c) The Trust shall have the power to purchase and maintain insurance
on behalf of any person who is or was a Trustee or officer of the Trust, or is
or was serving at the request of the Trust as a director, officer, employee or
agent of a corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Trust would
have the power to indemnify him against such liability under the provisions of
this Section.
(d) No indemnification or other protection shall be made or given to
any Trustee or Officer of the Trust against any liability to the Trust or to its
Shareholders (i) to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office or (ii) which would violate the provisions
of Section 17(h) or 17(i) of the Act, as those provisions may be amended from
time to time, together with the Rules and Regulations of the Commission adopted
thereunder.
Item 28. Business and Other Connections of Investment Adviser
Declaration Investment Advisors, Inc., Suite 6160, 555 North
Lane, Conshohocken, Pennsylvania 19428 ("Declaration I/A"), serves as
investment manager to Declaration Cash Account and that is its primary
occupation currently. Reference is made to page 15 of the Statement of
Additional Information for a listing of the principal officers and
directors of Declaration I/A.
Item 29. Principal Underwriters
Registrant distributes its own securities; it does not employ a
principal underwriter.
Item 30. Location of Accounts and Records
The records, which are being maintained by the Custodian of the
Registrant, pertaining to the custodianship of the Declaration Fund's
assets are located at the Custodian's place of business; all other records
and accounts, including those relating to the investment advisory services
are being provided to Declaration Cash Account by Declaration I/A, are
being maintained at the offices of Registrant - Suite 6160, 555 North Lane,
Conshohocken, Pennsylvania 19428.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) Registrant agrees that the Trustees of Declaration Fund will
promptly call a meeting of shareholders for the purpose of acting upon the
question of removal of a trustee or trustees, when requested in writing to do
so by the record holders of not less than 10% of the outstanding shares.
(b) The Fund undertakes to furnish to each person to whom a
prospectus is delivered with a copy of the Fund's latest annual report to
shareholders upon request and without charge.
<PAGE>
Exhibit 1
DECLARATION FUND
AMENDED AND RESTATED DECLARATION OF TRUST
-----------------------------------------
Under Section 9501 et seq. of Title 15 of PA.C.S.A.:
The undersigned, being the Trustees of Consolidated Asset Management
Fund (the "Fund") in order to amend the Fund's Declaration of Trust and to
restate in a single certificate the text of its Declaration of Trust, as
amended, do hereby certify that:
1. The name of the Fund is Declaration Fund (formerly Consolidated
Asset Management Fund).
2. The original Declaration of Trust of the Fund was executed on
February 20, 1984 by the then Trustees, Robert A. Chute, G. Richmond
McFarland, Jack L. Messman and Ernest R. Widman.
3. The Declaration of Trust is hereby amended to effect the following
amendments authorized by Section 9501 et. seq. of Title 15 of PA.C.S.A.
(a) that the Trust exists pursuant to the provisions of Chapter 95
of 15 PA.C.S.A.
(b) that the term of existence, of the Trust shall be twenty-one
years dating from the date of adoption of this Amended and Restated
Declaration of Trust.
(c) that the registered office of the Trust is Suite 102, Buttonwood
Park, 435 Devon Park Drive, Wayne, PA 19087.
(d) that liability to third parties for any act, omission or
obligation of a Trustee when acting in such capacity shall extend to the
whole trust estate or so much thereof as may be necessary to discharge such
liability but personal liability shall not attach to the Trustee or the
beneficiaries of the Trust for any such act, omission or liability.
(e) that the provisions of Subchapter B of Chapter 5 of the
Pennsylvania Business Corporation Law (relating to indemnification and
corporate directors' liability) shall be applicable to the Trustees of the
Trust.
<PAGE>
4. The Declaration of Trust is hereby further amended as follows:
(a) to amend Section 5 to provide that the Trust is authorized to
issue separate series or classes of its units of interest ("Shares") and
each such series a class of shares shall have such rights, powers and
privileges as shall be determined by the Trustees.
(b) to delete Section 7.8 of the Declaration of Trust relating to
the initial Trustees as surplusage.
(c) To add Section 7.11 relating to Trustee liability and
indemnification.
(d) to delete subparagraph (a), items (1) through (6) of Section
11.2, to redesignate subparagraph (a)(7) as subparagraph (a) and to delete
subparagraph (c) of Section 11.2.
5. The Declaration of Trust of Declaration Fund, as thus amended, is
hereby restated to read in its entirety as follows:
2
<PAGE>
DECLARATION FUND
(FORMERLY CONSOLIDATED ASSET MANAGEMENT FUND)
AMENDED AND RESTATED DECLARATION OF TRUST
-----------------------------------------
DATED: MARCH 14, 1990
AMENDED AND RESTATED DECLARATION OF TRUST made as of March 14, 1990 by
DANIEL R. BUTLER, ARTHUR S. FILEAN, WILLIAM F. LEE, JR., D. GRANT PEACOCK
and STEPHEN B. TILY, III (the "Trustees").
WHEREAS, the Trustees desire to establish a business trust for the
investment and reinvestment of funds contributed thereto.
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration of Trust") as
herein set forth below.
I. NAME
This Trust shall be known as DECLARATION FUND (the "Trust").
II. PURPOSE OF TRUST
The purpose of the Trust is to establish the relationship of Trustees
and beneficiary between the Trustees and Shareholders as defined herein.
This Declaration of Trust shall not be construed to create any other type
of relationship or entity, including but not limited to, a general or
limited partnership, corporation or joint stock association. The Trust
shall be revocable, the Shareholders being permitted to revoke or redeem
their interests in the Trust pursuant to the provisions of Article V hereof,
and, without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust. The term of
existence of the Trust shall be twenty-one years dating from the date of
adoption of this amended and restated Declaration of Trust.
III. DEFINITIONS
3.1 Definition of Certain Terms. As used in this Declaration of Trust,
the terms set forth below shall have the following meanings:
(a) "Shareholder" means a record owner of Shares of the Trust.
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(b) "Shares" means the equal proportionate units interest into which
the Trust shall be divided from time to and includes fractions of Shares as
well as whole Shares.
(c) "Person" shall mean a natural person, a corporation, a partnership,
an association, a joint-stock company, a trust, a fund or any organized
group of persons whether incorporated or not.
(d) "Trustees" means the original individual Trustees in their capacity
as Trustees of the Trust and their successor or successors for the time
being in office as such Trustees.
(e) "Act" refers to the Investment Company Act of 1940, as amended.
(f) The terms "assignment", "interested person", a "majority vote of
shareholders" and "Principal Underwriter" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42)
and Section 2(a)(29) of the Act.
IV. OWNERSHIP OF ASSETS OF THE TRUST
The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustees
hereunder by the Trustees or any successor Trustees. All the assets of the
Trust shall at all times be considered as vested in the Trustees. No
Shareholder shall be deemed to have severable ownership in any individual
asset of the Trust or any right of partition or possession thereof, but
each Shareholder shall have a proportionate undivided beneficial interest
in the Trust.
V. SHAREHOLDERS: BENEFICIAL INTEREST IN THE TRUST;
PURCHASE AND REDEMPTION OF SHARES
5.1 Shares of Beneficial Interest.
A. The beneficial interest in the Trust shall at all times be divided
into an unlimited number of transferable Shares, without par value. There
is hereby established one class of shares which shall be designated
"Declaration Cash Account".
The Trustees shall have the power to classify or reclassify any
unissued Shares into a second class of Shares and additional classes of
Shares by setting or changing in any one or more respects, from time to
time, before the issuance thereof, their preferences, designations,
conversion or other rights, restrictions, limitations as to dividends,
conditions of redemption, qualifications or other terms; PROVIDED, that the
investment objective, policies and restrictions governing the management of
the Trust, including the management of assets belonging to any class of
Shares, may, from time to time, be changed or supplemented by the Trustees
subject to the
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requirements of the Investment Company Act. Upon the issuance of the
first Share of a second class of Shares classified or reclassified by the
Trustees pursuant to this Section 5.1, all Shares theretofore issued and
outstanding shall automatically represent Shares of a separate class
having the voting rights, preferences, participating, or other special
rights and qualifications, restrictions and limitations provided for in
this Declaration of Trust with respect to any class of Shares. The
Trustees may, from time to time, divide or combine the outstanding Shares
of the Trust or of any class into a greater or lesser number without
thereby changing the proportionate beneficial interest of the Shares in the
Trust or in the assets belonging to such of the Shares in the Trust or in
the assets belonging to such class, as the case may be. Subject to the
respective voting rights, preferences, participating, or other special
rights and qualifications, restrictions and limitations expressly provided
for in this Declaration of Trust with respect to each class of Shares, the
Trustees shall have the power to classify or reclassify any class of Shares
into one or more subclasses by setting or changing in any one or more
respects, from time to time, their preferences, designations, conversion
or other rights, restrictions, limitations as to dividends, conditions of
redemption and qualifications or other terms. All references in this
Declaration of Trust to any class of Shares shall include and refer to the
Shares of any sub-class thereof.
B. The holder of each Share shall be entitled to one vote for each full
Shares, and a proportionate fractional vote for each fractional Share,
irrespective of the class, then recorded in his name, on the books of the
Trust. On any matter submitted to a vote of Shareholders, all Shares then
issued and outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class except: (1) as otherwise
required by the Act, or (2) when the matter, as conclusively determined by
the Trustees, affects only the interests of the Shareholders of a
particular class, sub-class, classes or subclasses of Shares (in which case
only Shareholders of the affected class, sub-class, classes or sub-classes
shall be entitled to vote thereon).
C. Each class of Shares of the Trust shall have the following
preferences, participation or other special rights, qualifications,
restrictions and limitations:
(1) All consideration received by the Trust for the issue or sale of
Shares of any class, together with all income, earnings, profits and
proceeds derived from the investment thereof, including any proceeds
derived from the sale, exchange or liquidation of such investments, any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, and any general assets of the Trust not
belonging to a particular class which the Trustees may, in their sole
discretion, allocate to a class, shall irrevocably belong to the class of
Shares with respect to which such assets, payments or funds were received
or allocated for all purposes, subject only
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to the rights of creditors, and shall be so handled upon the books
of account of the Trust. Such assets and the income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of such
proceeds in whatever form, are herein referred to as "assets belonging to"
such class.
(2) The assets belonging to any class of Shares shall be charged
with the direct liabilities in respect of such class and shall also be
charged with such class's share of the general liabilities of the Trust in
proportion to the relative net assets of the respective classes determined
at such time or times as may be authorized by the Trustees. The
determination of the Trustees shall be conclusive as to the nature and
amount of such liabilities, including the amount of accrued expenses and
reserves; as to any allocation of the same to or among one or more classes;
and as to whether the same are allocable to one or more classes. The
liabilities so charged to a class are herein referred to as "liabilities
belonging to" such class.
(3) In the event of the termination of the Trust and the winding up
of its affairs, the Shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Trust available for
distribution to Shareholders, but other than general assets not belonging
to any particular class of Shares, the assets belonging to such class; and
the assets so distributable to the Shareholders of any class, shall be
distributed among such Shareholders in proportion to the number of Shares
of such class held by them and recorded in their name on the books of the
Trust. In the event that there are any general assets not belonging to any
particular class of Shares and available for distribution, such
distribution shall be made to the Shareholders of all classes in
proportion to the relative net assets of the respective classes determined
as hereinafter provided and the number of Shares of such class held by them
and recorded in their name on the books of the Trust.
5.2 Purchase of Shares in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms as they may,
from time to time, authorize. Each investment shall be credited to the
Shareholder's account in the form of full and fractional Shares of the
selected class of the Trust.
5.3 Net Asset Value per Share. The net asset value per Share of each
class of the Trust shall be computed at such time or times as the Trustees
may specify pursuant to the Act. Assets held in a money market series of
the Trust are valued at the acquisition cost as adjusted for amortization
of premium or accumulation of discount, rather than at current market
value. The Trustees shall continually assess this method of valuation and
recommend changes where necessary to ensure the portfolio instruments in the
money market series are valued at their fair value as determined in good
faith by the Trustees. Assets held in other series shall be valued as
follows: (a) all securities and financial assets for which market
quotations are readily
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available, at market value; and (b) all other securities and assets, at
fair value determined in good faith by the Trustees or by the investment
adviser or other person, as the Trustees may determine, acting under
supervision of the Trustees. Net asset value per Share of any class shall
be determined by dividing the total value of the assets belonging to the
class, less the value of any liabilities belonging to the class, by the
total outstanding Shares of the class.
5.4 Ownership of Shares. The ownership of Shares shall be recorded on
the books of the Trust or its transfer agent. The Trustees may make such
rules as they consider appropriate for the transfer of Shares and similar
matters. The record books of the Trust or any transfer agent, shall be
conclusive as to who are the holders of the Shares and as to the number of
Shares of each class held by each Shareholder. The Trustees, in their
discretion, may authorize the issuance of share certificates and may
promulgate appropriate rules and regulations with respect thereto.
5.5 Pre-Emptive Rights. Shareholders shall have no preemptive or other
rights to subscribe to any additional Shares of a particular class or other
securities issued by the Trust or the Trustees.
5.6 Redemption of Shares. To the extent the Trust has funds or
property legally available therefor, a Shareholder of the Trust shall have
the right, subject to the provisions of Section 5.8 hereof, to require the
Trust to redeem his full and fractional Shares of any class out of assets
belonging to such class at a redemption price equal to the net asset value
per Share next determined after receipt of a request to redeem. If, in the
opinion of the Trustees, ownership of Shares has or may become concentrated
to an extent which would cause the Trust to be deemed a personal holding
company within the meaning of the Internal Revenue Code, as amended, the
Trust may compel the redemption of, reject any order for, or refuse to give
effect on the books of the Trust to the transfer of, any Shares in an
effort to maintain the ownership of Shares so as to prevent that
consequence. The Trustees shall establish such rules and procedures as
they deem appropriate for the redemption of Shares, including the
imposition of a redemption fee, provided that all redemptions are made in
accordance with the provisions of the Act.
5.7 Option to Redeem Small Accounts. The Trust reserves the right to
redeem beneficial Shares in any account for their then current per asset
value per share (which will be paid to the Shareholder) if the value of
such account is less than $100; provided, however, that each Shareholder
shall first be notified in writing that his account has a value of less
than $100 and allowed not less than sixty days to make an additional
investment to increase the value of such account to $100 or more before the
redemption is processed by the Trust.
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5.8 Suspension of Right of Redemption. The Trustees may suspend the
right of redemption or postpone the date of payment upon redemption as
permitted under the Act. Such suspension shall take effect at such time as
the Trustees shall specify but not later than the close of business on the
business day following the declaration of suspension, and thereafter, there
shall be no right of redemption or payment until the Trustees shall declare
the suspension at an end. In case of suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination
of the suspension.
5.9 Redemption in Cash or in Kind. Payment for Shares may be made in
cash, or in kind, or partially in cash and partially in kind, at the option
of the Trustees, or such delegate or agent as they may duly authorize for
the purpose, and shall be made solely from the assets of the Trust. In
case of payment in kind, the Trustees, or their delegate, shall have
absolute discretion as to what security or securities shall be distributed
in kind and the amount of the same, and the securities shall be valued for
purposes of distribution at the values at which they were appraised in
computing the asset value of the Shares; provided, however, that if the
Trust shall have made and filed an election pursuant to Rule 18f-1 under
the Act, such payment shall be subject to the terms of such election.
VI. LIMITATION ON SHAREHOLDER LIABILITY
The Trustees shall have no power to bind any Shareholder personally or
to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such sums as the Shareholder may
personally agree to pay by way of subscription to any Shares or otherwise.
Every note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets as
may be appropriate. The omission of such a recitation from any note, bond,
contract or other undertaking issued by or on behalf of the Trust shall not
operate to expose any Shareholder to liability thereunder.
VII. THE TRUSTEES
7.1 Administration of the Trust. The Trustees shall have exclusive and
absolute control over the Trust property and over the administration of the
affairs of the Trust and may exercise all powers of the Trust directly or
through any committee or committees composed of one or more of the
Trustees, except such rights and powers as are by statute, by the By-Laws
hereunder or by this Declaration of Trust conferred upon or reserved to
Shareholders.
7.2 Quorum. At all meetings of the Trustees, three Trustees shall
constitute a quorum for the transaction of
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business and the action of a majority of the Trustees present at any
meeting at which a quorum is present shall be the action of the Trustees
unless the concurrence of a greater proportion is required for such action
by the laws of Pennsylvania, the By-Laws, this Declaration of Trust or
other applicable law. Except as otherwise required by the Act, a Trustee
shall be deemed to be present at any meeting for the purpose of obtaining a
quorum, voting or otherwise if, by virtue of telephone, or otherwise the
Trustee is able to hear, and be heard by, each other Trustee physically or
otherwise present at such meeting. If a quorum shall not be present at any
meeting of the Trustees, the Trustees present thereat may by a majority
vote adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
7.3 Powers.
(a) The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the administration of the
Trust. The Trustees shall not in anywise be bound or limited by present or
future laws or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in the Declaration of
Trust or the By-Laws of the Trust, the Trustees shall have power and
authority as to the Trust:
(1) To buy, and invest funds in securities including, but not
limited to, common stock, preferred stock, bonds, debentures, notes or
other evidences of indebtedness issued by corporations, trusts or
associations, domestic or foreign, including investment companies or issued
and guaranteed by the United States of America or any agency thereof, by
the government of any foreign country, by any State of the United States,
or by any political subdivision or agency of any State or foreign country,
"repurchase agreements" secured by any such securities, or in "when-issued"
contracts for any such securities or retain such proceeds in cash, and from
time to time change the investment of its funds.
(2) To adopt By-Laws not inconsistent with this Declaration of
Trust, providing for the conduct of the business of the Trust; and to amend
and repeal such By-Laws to the extent that the right to do so is not
reserved unto the Shareholders.
(3) To elect and remove officers, employees or delegates and
to appoint and terminate such agents as they consider appropriate.
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(4) To employ a bank or trust company as custodian of any
assets of the Trust, subject to any conditions set forth herein or in the
By-Laws.
(5) To retain a transfer agent and shareholder servicing
agent, or both.
(6) To provide for the distribution of Shares of the Trust
either through a Principal Underwriter in the manner hereinafter provided
for, or by the Trust itself, or both, and to assume expenses incident
thereto.
(7) To delegate such authority as they consider desirable to
any officer or employee of the Trust and to any agent, custodian or
underwriter.
(8) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 12.4 thereof and subject
to any requirements of the Act.
(9) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities property; and to
execute and deliver proxies or powers of attorney to such person or persons
as the Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper.
(10) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities.
(11) To hold any security or property in a form not indicating
that it is trust property, whether in bearer, unregistered or other
negotiable form; or either in its own name or in the name of a custodian or
a nominee or nominees, or deposit same in a securities depository, subject
in each case to proper safeguards according to the usual practice
of investment companies or any rules or regulations applicable thereto.
(12) To consent to, or participate in, any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease
mortgage, purchase or sale of property by such corporation or concern; and
to pay calls or subscriptions with respect to any security held in the
Trust.
(13) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust with respect to any matter in controversy,
including but not limited to claims for taxes.
(14) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided.
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(15) To borrow money not in excess of twenty (20%) percent of
the value of the net assets of the Trust but only as a temporary measure
for extraordinary purposes or to satisfy redemptions. The Trust will not
pledge more than ten (10%) percent of its net assets. The Trust will not
issue senior securities as defined in the Act except for notes to banks.
(b) No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the Trustees, or
to see to the application of any payments made, or property transferred, to
the Trustees or upon their order.
7.4 Unanimous Consent. Any action required or permitted to be taken at
any meeting of the Trustees or of any Committee thereof may be taken
without a meeting, if a written consent to such action is signed by all
members of the Board of Trustees or of such Committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of
the Trustees or Committee.
7.5 Principal Transactions. The Trustees shall not, on behalf of the
Trust, buy any securities (other than Shares of Trust) from, or sell any
securities (other than Shares of the Trust) to, or lend any assets of the
Trust to, any Trustee or officer of the Trust or any firm for which any
such Trustee or officer of the Trust is acting as principal, or have any
such dealings with a party to any contract entered into pursuant to Article
VIII hereof or with any person interested in such a party; but the Trust
may employ any such party, or any such person or firm or company in which
any such person is interested, as broker, legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian upon customary
terms.
7.6 Trustees and Employees as Shareholders. Any Trustee, employee or
other agent of the Trust, may acquire, own and dispose of Shares of the
Trust to the same extent as if he were not a Trustee, employee or agent;
and the Trustee may issue and sell, or cause to be issued and sold, Shares
of the Trust to, and buy such Shares from, any such person or any firm or
company in which he is interested; subject only to the general limitations
herein contained as to the sale and purchase of such Shares and subject to
any restrictions which may be contained in the By-Laws.
7.7 Number and Term of Office. The number of Trustees shall be
determined from time to time by the Trustees themselves, but shall not be
less than three, nor more than seven. Each Trustee shall serve as such
until the next annual meeting of the Shareholders, and until his successor
is elected and qualified; except that any Trustee (a) may resign by written
instrument signed by him and delivered to the other Trustees, which shall
take effect upon such delivery or upon such later date as is specified
therein; and (b) may be removed at any time by written
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instrument, signed by at least two-thirds of the number of Trustees
specifying the date when such removal shall become effective. Any Trustee
who requests in writing to be retired or who has become incapacitated by
illness or injury may be retired by written instrument signed by a majority
of the other Trustees.
7.8 Appointment of Trustees. In case of the death, resignation,
retirement, removal, the inability or refusal of any Trustee to act, or in
the case of a vacancy by reason of an increase in number or for any other
reason, the remaining Trustees shall fill such vacancy by appointing such
other person or persons as they, in their discretion, shall see fit. Such
appointment shall be evidenced by a written instrument signed by a majority
of the Trustees in office whereupon the appointment shall take effect. An
appointment of a Trustee may be made by the Trustees then in office in
anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that
such appointment shall become effective only at or after the effective
date of the retirement, resignation or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this Trust, the Trust
estate shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he shall be
deemed a Trustee hereunder. The power of appointment is subject to the
provisions of Section 16(a) of the Act.
7.9 Effect of Death, Resignation etc. of Trustee. The death,
resignation, retirement, removal, incapacity or refusal to act of the
Trustees, or of any of them, shall not operate to terminate the Trust or to
revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
7.10 Trustee Reimbursement. Subject to the terms and conditions of the
Marketing Plan Agreement and the Investment Advisory Agreement of even date
herewith and entered into between the Trust and Declaration Investment
Advisors, Inc., a Pennsylvania corporation (the "Advisor"), the Trustees
shall be reimbursed from the Trust estate for their expenses and
disbursements, including, without limitation, fees and expenses of Trustees
who are not interested persons of the Trust or of its Advisor, interest
expenses, taxes, fees and commissions of every kind, expenses of issue,
repurchase and redemption of shares, including expenses attributable to a
program of periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and state laws and
regulations, charges of custodians, transfer agents, disbursing agents and
registrars, expenses of preparing and setting up in type prospectuses,
expenses of printing and distributing prospectuses sent annually to
existing Shareholders, audit and legal expenses, expenses of reports to
Shareholders, expenses of meetings of Shareholders and proxy solicitations
therefor, insurance expense, association membership dues, salaries, rent,
stationery, printing and such non-recurring items as may arise, including
expenses of litigation to which the Trust
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is a party and for all losses and liabilities, incurred in
administering the Trust. For the payment of such expenses, disbursements,
losses and liabilities, the Trustees shall have a lien on the Trust estate
superior to any rights or interests of the Shareholders thereto. This
section shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.
7.11 Trustee Liability and Indemnification. Liability to third parties
for any act, omission or obligation of a Trustee when acting in such
capacity shall extend to the whole trust estate or so much thereof as may
be necessary to discharge such liability but personal liability shall not
attach to the Trustee or the beneficiaries of the Trust for any such act,
omission or liability. The provisions of Subchapter B of Chapter 5 of the
Pennsylvania Business Corporation Law (relating to indemnification and
corporate directors' liability) shall be applicable to the Trustees of the
Trust.
VIII. AGREEMENTS WITH: INVESTMENT ADVISOR;
PRINCIPAL UNDERWRITER; SERVICE COMPANY;
TRANSFER AGENT; AND CUSTODIAN
8.1 Investment Advisor. Subject to a majority vote of the
Shareholders, the Trustees may enter into a written investment advisory
agreement, marketing plan agreement, or agreements with any person whereby
such person shall undertake to furnish the Trustees such management,
investment advisory, statistical and research facilities and other services
for the Trust, upon such terms and conditions as the Trustees may, in their
discretion, determine. Notwithstanding any provisions of this Declaration
of Trust, the Trustees may authorize the investment advisor (subject to
such general or specific instructions as the Trustees may adopt) to effect
purchases, sales or exchanges of portfolio securities of the Trust on
behalf of the Trustees or may authorize any employee or Trustee to effect
such purchases, sales or exchanges pursuant to the recommendations of the
investment advisor (and all without further action by the Trustees). Any
such purchases, sales and exchanges shall have been deemed to have been
authorized by all the Trustees. The Trustees may authorize an investment
advisor to cause the Trust to pay a broker or dealer, in connection with
the purchase or sale of portfolio securities of the Trust, an amount of
commission in excess of the amount of commission which another broker or
dealer would have charged for effecting that transaction if such advisor
determines in good faith that such commission is reasonable in relation to
the value of the brokerage and research services provided by such broker or
dealer, viewed in terms of the particular transaction or that advisor's
overall responsibilities with respect to the accounts as to which it
exercises investment discretion.
Any investment advisory agreement, marketing plan agreement or
agreements, and approvals or renewals thereof, shall in all respects be
consistent with and subject to the requirements of
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the Act as then in effect, the rules and regulations of the commission
promulgated thereunder, and the terms and conditions specified in or
supporting the issuance of any Exemptive Order of the Commission to which
the Trust is a party.
8.2 Principal Underwriter. The Trustees may, in their discretion,
enter into a distribution agreement, providing for the sale of Shares of
the Trust at such price and on such terms that the Trust will receive at
least net asset value per Share. The Trust may either agree to sell the
Shares to the other party to such agreement or appoint such other party as
its sales agent for such Shares. Such distribution agreement shall be on
such terms and conditions as the Trustees may, in their discretion,
determine. Such agreement may also provide for the repurchase of Shares of
the Trust by such other party as principal or agent of the Trust. Any such
distribution agreement shall be in all respects consistent with, and
subject to the requirements of, the Act as then in effect and the
regulations of the Commission thereunder.
8.3 Transfer Agent. The Trustees may enter into an agreement for
transfer agency, disbursing and other services to the Trust, on such terms
and conditions as the Trustees may in their discretion determine. Such
services may be provided by one or more entities.
8.4 Custodian. The Trustees may employ such custodian or custodians
for the safekeeping of the property of the Trust, and may make such
contracts for this purpose, as in the opinion of the Trustees may be
reasonable, necessary or proper for the conduct of the Affairs of the
Trust. Such contracts shall be subject to such restrictions, limitations
and other requirements, as may be contained in the Act, regulations of the
Commission under the Act and the By-Laws of the Trust.
8.5 Parties to the Agreements. The same person, partnership,
association, trust or corporation may be employed in any multiple capacity
under Sections 8.1 through 8.5 of this Article VIII and may receive
compensation from the Trust in as many capacities as such persons,
partnerships, associations, trusts or corporations shall serve the Trust.
The Trustees may enter into any agreement of the character described in
this Article VIII with any person, including any firm, corporation, trust,
partnership or association in which any Trustee, agent, employee or
Shareholder of the Trust may be interested, and no such agreement shall be
invalidated or rendered voidable by reason of the existence of any such
relationship. Nor shall any person holding such relationship be liable,
merely by reason of such relationship, for any loss or expense to the Trust
under or by reason of said agreement, or be accountable for any profit
realized directly or indirectly therefrom; provided that the agreement when
entered into was reasonable and fair and not inconsistent with the
provisions of this Article or the By-Laws.
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IX. SHAREHOLDERS' VOTING POWERS AND MEETINGS
9.1 Voting Powers. The Shareholders of the Trust shall have the power
to vote: (i) for the election of Trustees as provided in Article VII,
Section 7.7; (ii) with respect to any investment advisor as provided in
Article VIII, Section 8.1; (iii) as provided in this Article IX; (iv) as
required by Section 12.4 of Article XII; and (v) with respect to such
additional matters relating to the Trust as to which the vote of the
Shareholders may be required or authorized by law or by the By-Laws of the
Trust, or as the Trustees may consider desirable. Each whole Share shall
entitle the owner thereof to one vote as to any matter on which it is
entitled to be voted, and each fractional Share shall entitle the owner
thereof to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this
Declaration of Trust or any By-Law of the Trust to be taken by
Shareholders.
9.2 Meetings. Shareholders' meetings shall be held at such places as
are designated by the Trustees. Special meetings of the Shareholders may
be called by any one or more of the Trustees at a time and place to be
specified in the notice of the meeting. Special meetings of the
Shareholders shall be called by the Trustees upon the written request of
Shareholders owning at least twenty (20%) percent of the outstanding Shares
entitled to vote, at a time and place specified in the request or, if not
so specified, at a time and place determined by the Trustees.
Shareholders shall be entitled to at least ten (10) days' notice of a
meeting.
9.3 Quorum and Required Vote. At any meeting of the Shareholders a
quorum for the transaction of business shall consist of persons, appearing
in person or by proxy, owning or representing at least a majority of the
Shares of the Trust then outstanding and entitled to vote; provided,
however, that a lesser number may adjourn such meeting from time to time
until a quorum is obtained. Subject to any applicable requirements of the
Act, and the rules thereunder, or of this Declaration of Trust or the
Trust's By-Laws, a majority of the Shares of the Trust which are voted
shall decide any question and a plurality shall elect a Trustee.
9.4 By-Laws. The By-Laws may include further provisions for
Shareholder votes and meetings and related matters.
X. DISTRIBUTIONS AND DETERMINATION OF NET INCOME
10.1 Distributions. The Trustees may, from time to time, declare and
pay distributions on the Shares which may be either in cash or in
additional Shares, or at the option of a Shareholder, in either. The
amount of any such distributions and
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<PAGE>
the manner of payment shall be wholly in the discretion of the
Trustees.
(a) Dividends or distributions on Shares shall be paid only out of
earnings, surplus, or other lawfully available assets.
(b) Inasmuch as one objective of the Trust is to qualify as a
"regulated investment company" under the Internal Revenue Code of 1954, as
amended, or any successor or comparable statute thereto, and Regulations
promulgated thereunder, and inasmuch as the computation of net income and
gains for Federal income tax purposes may vary from the computation thereof
on the books of the Trust, the Trustees shall have the power in their
discretion to distribute in any fiscal year as dividends, including
dividends designated in whole or in part as capital gains distributions,
amounts sufficient, in the opinion of the Trustees, to enable the Trust to
qualify as a regulated investment company and to avoid liability for the
Trust for Federal income tax in respect of that year.
XI. LIMITATION OF LIABILITY AND INDEMNIFICATION
11.1 Limitation of Liability.
(a) Every act or thing done or omitted, and every power exercised
or obligation incurred by the Trustees or any of them in the administration
of this Trust or in connection with any business, property or concerns of
the Trust, whether ostensibly in their own names or in their Trust
capacity, shall be done, omitted, exercised or incurred by them as Trustees
and not as individuals; and ever person contracting or dealing with the
Trustees or having any debt, claim or judgment against them or any of them
in connection with such business, property or concerns shall look only to
the funds and property of the Trust for payment or satisfaction; and no
Trustee or Trustees and no officer, employee or agent of the Trust shall
ever be personally liable for or on account of any contract, debt, tort,
claim, damage, judgment or decree arising out of or connected with the
administration or preservation of the Trust estate or the conduct of any
business of the Trust. A stipulation or notice to this effect may be
inserted in any contract, order or other instrument made by the Trustees or
their officers, employees or agents, and on stationery used by them; but
the omission thereof shall not be construed as a waiver of the foregoing
provision, and shall not render the Trustees, officers, employees or
agents personally liable thereon.
(b) Provided they have exercised reasonable care and have acted
under the reasonable belief that their actions are in the best interest of
the Trust, the Trustees shall not be individually responsible for or liable
in any event for the neglect or wrongdoing of, or any acts of, any
officer, employee, agent or investment advisor of the Trust, and the Trust
shall pay for them and hold them harmless from any cost or expense incurred
14
<PAGE>
by them in connection therewith; but nothing contained herein
shall protect any Trustee against any liability to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
11.2 Indemnification of Trustees and Officers and Insurance.
(a) The Trust shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Trustee or officer of the
Trust, or is or was serving at the request of the Trust as a director,
officer, employee or agent of a corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Trust would have the power to indemnify him against such
liability under the provisions of this Section.
(b) No indemnification or other protection shall be made or given
to any Trustee or officer of the Trust against any liability to the Trust
or to its Shareholders (i) to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office or (ii) which would
violate the provisions of Section 17(h) or (i) of the Act as those
provisions may be amended from time to time, together with the Rules and
Regulations of the Commission adopted thereunder.
11.3 Indemnification of Shareholders. In case any Shareholder or
former Shareholder shall be held to be personally liable solely by reason
of his being or having been a Shareholder and not because of his acts or
omissions or for some other reason, the Shareholder or former Shareholder
(or his heirs, executors, administrators or other legal representatives or
in the case of a corporation or other entity, its corporate or other
successor) shall be entitle, out of the Trust estate, to be held harmless
from such liability. The Trust shall upon request by the Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon. The rights of
indemnification herein provided may be insured against by policies
maintained by the Trust.
XII. MISCELLANEOUS
12.1 Trustees' Liability. No Trustee hereunder shall have any power to
bind personally the remaining Trustees, any employees of the Trust or any
Shareholders. All persons extending credit to, contracting with or having
any claim against the Trust or the Trustees shall look only to the assets
of the Trust for payment under such credit, contract or claim; and neither
the Shareholders nor the Trustees or any of their agents, whether past,
present or future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect the
15
<PAGE>
Trustee against any liability to which the Trustee would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
the Trustee hereunder.
12.2 Trustees' Good Faith, Expert Advice, No Bond or Surety. The
exercise by the Trustees of their powers and discretions hereunder in good
faith and with reasonable cause under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of
Section 12.1 of this Article XII, the Trustees shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may take
advice of counsel or other experts with respect to the meaning and
operation of this Declaration of Trust, and subject to the provisions of
Section 12.1 of this Article XII shall be under no liability for any act or
omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, or to
provide any surety if a bond is required.
12.3 Closing of Record Books. The Trustees may close the record books
of Shares of the Trust for a period not exceeding ninety (90) days
preceding the date of any meeting of Shareholders, or the date for the
payment of any distributions, or the date for the allotment of rights, or
the date when any change or conversion or exchange of Shares shall go into
effect; or in lieu of closing the record books as aforesaid, the Trustees
may fix in advance a date, not exceeding ninety (90) days preceding the
date of any meeting of Shareholders, or the date for payment of any
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, as a date
for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such
distribution, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of Shares, and in
such case, such Shareholders and only such Shareholders as shall be
Shareholders listed in the record books on the date so fixed shall be
entitled to such notice of, and to vote at such meeting, or to receive
payment of such distribution, or to receive such allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer
of any shares on the books of the Trust after any such closing date fixed
as aforesaid.
12.4 Termination of Trust. This Trust shall continue until either:
(a) The Trustees, with the approval of the holders of at least a
majority of the outstanding Shares, may sell and convey the assets of the
Trust to another trust or corporation organized under the laws of any State
of the United States, which is a diversified open-end management
investment company as defined in the Act, for an adequate consideration
which may include the assumption of all outstanding obligations, taxes and
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<PAGE>
other liabilities, accrued or contingent, of the Trust and which
may include shares of beneficial interest or stock of such trust or
corporation. Upon making provision for the payment of all such
liabilities, by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds ratably among the holders of the Shares of the Trust
then outstanding.
(b) Subject to a majority vote of the Shareholders, the Trustees
shall have sold and converted into money all the assets of the Trust and,
upon making provision for the payment of all outstanding obligations, taxes
and other liabilities, accrued or contingent of the Trust, the Trustees
shall have distributed the remaining assets of the Trust ratably among the
holders of the outstanding Shares.
(c) Upon completion of the distribution of the proceeds or the
remaining assets as provided in subsection (a) and (b) above, the Trust
shall terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be cancelled and discharged.
(d) In the event of the liquidation or dissolution of the Trust
pursuant to either subsection (a) or (b) above, the Shareholders shall be
entitled to receive the assets of the Trust available for distribution to
Shareholders in proportion to the number of Shares held by them and
recorded on the record books of the Trust.
(e) Unless sooner terminated as above set forth, the Trust shall
have a duration of Twenty-one (21) Years.
12.5 Filing of Copies, References, Headlines. The original or a copy
of this instrument and of each supplement hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. Anyone
dealing with the Trust may rely on a certificate by a Trustee of the Trust
as to whether or not any such supplemental Declarations of Trust have been
made and as to any matters in connection with the Trust hereunder, and with
the same effect as if it were the original, may rely on a copy certified by
a Trustee of the Trust to be a copy of this instrument or of any such
supplemental Declaration of Trust. In this instrument or in any such
supplemental Declaration of Trust, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder" shall be deemed to refer
to this instrument as amended or affected by any such supplemental
Declaration of Trust. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings, shall control. This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.
12.6 Applicable Law. The purpose of the Trust is to establish the
relationship of Trustees and beneficiary between
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<PAGE>
the Trustees and Shareholders defined herein. The Trust shall be
construed under the laws of the Commonwealth of Pennsylvania.
12.7 Effective October 1, 1989, the Trust shall be subject to the
provisions of the Pennsylvania General Association Act of 1988, Part V,
Chapter 15, and shall be deemed to be a qualified Pennsylvania Business
Trust.
12.8 That the registered office of the Trust shall be Suite 102,
Buttonwood Park, 435 Devon Park Drive, Wayne, Pennsylvania 19087.
12.9 The Trust exists pursuant to the provisions of Chapter 95 of 15
PA.C.S.A.
12.10 Amendment. The Declaration of Trust may be amended by the
Trustees at any time except for those provisions which cannot be amended
without Shareholders' approval.
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IN WITNESS WHEREOF, the undersigned have executed this amended and
restated Declaration of Trust as of the day and year first above written.
/s/ Daniel R. Butler
-------------------------------
DANIEL R. BUTLER
/s/ Arthur S. Filean
-------------------------------
ARTHUR S. FILEAN
/s/ William F. Lee, Jr.
-------------------------------
WILLIAM F. LEE, JR.
/s/ D. Grant Peacock
-------------------------------
D. GRANT PEACOCK
/s/ Stephen B. Tily, III
-------------------------------
STEPHEN B. TILY, III
17
<PAGE>
FILE NO. 1567240-001
DECLARATION FUND
AMENDMENT NO. 1
TO
AMENDED AND RESTATED DECLARATION OF TRUST
-----------------------------------------
Under Section 9501 et seq. of Title 15 of PA C.S.A.:
The undersigned being the Trustees of the Declaration Fund in order
to amend the Fund's Amended and Restated Declaration of Trust do hereby
certify that:
1. The Amended and Restated Declaration of Trust is hereby amended to
effect the following amendment authorized by Section 9501 et seq. of Title 15
of PA. C.S.A.
(a) that the registered office of the Trust is Suite 6160, 555 North
Lane, Conshohocken, PA 19428.
2. The Amended and Restated Declaration of Trust is hereby further
amended as follows:
(a) By adding the following sentence at the end of the second paragraph
(which begins with the words "The Trustees . . . " and ends with the words
". . . of any subclass thereof") under Section 5.1 of Article V of the
Amended and Restated Declaration of Trust:
If at any time there are no outstanding shares of a class previously
established pursuant to or provided for in this Article V, that class
may be eliminated by (i) the taking of action by the Board of
Trustees to eliminate such class and (ii) the filing for record with
the Secretary of State of the Commonwealth of Pennsylvania such
document or documents as may be required by Section 9501 et seq. of
Title 15 PA C.S A. Should there be outstanding shares of any
<PAGE>
such class, then, in addition to the approval of elimination by the
Board, a majority vote of such outstanding shares authorizing such
elimination shall be required.
3. In all other respects the said Amended and Restated Declaration of
Trust is hereby ratified, confirmed and republished.
IN WITNESS WHEREOF, the undersigned being all of the Trustees of
Declaration Fund, a Pennsylvarua Business Trust, have hereunto set their hands.
/s/ Stephen B. Tily
-------------------------------
Stephen B. Tily
/s/ Arthur S. Filean
-------------------------------
Arthur S. Filean
/s/ William F. Lee
-------------------------------
William F. Lee
/s/ Thomas Stewart, III
-------------------------------
Thomas Stewart, III
2
Exhibit 2
BY-LAWS
OF
DECLARATION FUND
(a Pennsylvania business trust)
ARTICLE I
MEETING OF SHAREHOLDERS
-----------------------
1.1 Place. Meetings of Shareholders shall be held at the principal
office of the Trust or at such other place within or without the
Commonwealth of Pennsylvania as may be fixed by the Trustees.
1.2 Special Meetings. Special meetings of Shareholders may be called
at any time by the Trustees or upon written request of the holder or
holders of at least twenty (20%) percent of the outstanding shares entitled
to vote.
1.3 Notice. Written notice, stating the place, day and hour of each
meeting of Shareholders and the general nature of the business to be
transacted shall be given by, or at the direction of, the person calling
the meeting to each Shareholder of record entitled to vote at the meeting
at least ten (10) days prior to the day named for the meeting, unless in a
particular case a longer period of notice is required by law.
1.4 Quorum. At any meeting of Shareholders, the presence in person or
by proxy of the Shareholders entitled to case a majority of the votes
thereat shall constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting, from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.
<PAGE>
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1.5 Shareholders' List. The officer or agent having charge of the
transfer books for Shares of the Trust shall make, at least five days
before each meeting of Shareholders, a complete list of the Shareholders
entitled to vote at the meeting, arranged in alphabetical order with the
address of and the number of Shares held by each such Shareholder. The
list shall be kept on file at the office of the Trust and shall be subject
to inspection by any Shareholder at any time during usual business hours
and shall also be produced and kept open at the time and place of each
meeting of Shareholders and shall be subject to the inspection of any
Shareholder during the whole time of each meeting of Shareholders.
1.6 Record Date. The Trustees may fix a time, not more than sixty (60)
days' prior to the date of any meeting of Shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the
allotment of rights or the date when any change or conversion or exchange
of Shares will be made or go into effect, as a record date for the
determination of the Shareholders entitled to notice of, or to vote at, any
such meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of Shares.
In such case, only such Shareholders as shall be Shareholders of record at
the close of business on the date so fixed shall be entitled to notice of,
or to vote at, such meeting or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any Shares on
the books of the Trust after any record date fixed, as aforesaid.
ARTICLE II
TRUSTEES
--------
2.1 General Powers. The business and affairs of the Trust shall be
managed by its Trustees, and they shall have all power necessary and
desirable to carry out that responsibility, so far as such powers are not
inconsistent with the laws of the Commonwealth of Pennsylvania, the
Declaration of Trust, or with these By-Laws.
<PAGE>
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2.2 Number and Term of Office. The number of Trustees shall be
determined from time to time by the Trustees themselves, but shall not be
less than three, nor more than seven. A Trustee shall hold office during
the lifetime of the Trust or such shorter period as may result from death,
resignation, retirement, removal or inability as provided for in the
Declaration of Trust. Trustees need not be Shareholders.
2.3 Place of Meeting. Meetings of the Trustees, regular or special,
may be held at any place in or out of the Commonwealth of Pennsylvania as
the Trustees may from time to time determine.
2.4 Regular Meetings. Regular meetings of the Trustees may be held
without notice at such time and place as shall from time to time be
determined by the Trustees.
2.5 Special Meetings. Special meetings of the Trustees may be called
by the President on one day's notice to each Trustee; special meetings
shall be called by the President or Secretary in like manner and on like
notice on the written request of two Trustees.
2.6 Quorum. At all meetings of the Trustees, a majority of the
Trustees shall constitute a quorum for the transaction of business and the
action of a majority of the Trustees present at any meeting at which a
quorum is present shall be the action of the Trustees unless the
concurrence of a greater proportion is required for such action by the laws
of Pennsylvania, these By-Laws or the Declaration of Trust. If a quorum
shall not be present at any meeting of Trustees, the Trustees present
thereat may by majority vote to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
2.7 Unanimous Consent. Any action required or permitted to be taken at
any meeting of the Trustees or of any Committee thereof may be taken
without a meeting, if a written consent to such action is signed by all
members of the Trustees or of such Committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the
Trustees or Committee.
<PAGE>
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2.8 Committees. The Trustees may by resolution passed by a majority of
the Trustees appoint from among its members an executive committee and
other committees composed of two or more Trustees, and delegate to such
committee or committees any or all of the powers of the Trustees in the
management of the business and affairs of the Trust, except the power to
declare dividends, to issue stock or to recommend to Shareholders any
action requiring Shareholders' approval. In the absence of any member of
such committee, the members thereof present at any meeting, whether or not
they constitute a quorum, may appoint a member of the Trustees to act in
the place of such absent member.
2.9 Compensation. Any Trustee, whether or not he is a salaried officer
or employee of the Trust, may be compensated for his services as Trustee or
as a member of a Committee, or as Chairman of the Trustees or Chairman of a
Committee by fixed periodic payment or by fees for attendance at meetings
or by both, and in addition may be reimbursed for transportation and other
expenses, all in such manner and amounts as the Trustees may from time to
time determine.
ARTICLE III
NOTICES
-------
3.1 Form. Notices to Shareholders shall be in writing and delivered
personally or mailed to the Shareholders at their addresses appearing on
the books of the Trust. Notices to Trustees shall be oral or by telephone
or telegram or in writing delivered personally or mailed to the Trustees
at their addresses appearing on the books of the Trust. Notice by mail
shall be deemed to be given at the time when the same shall be mailed.
Notice to Trustees need not state the purpose of a Regular or Special
Meeting.
3.2 Waiver. Whenever any notice of the time, place or purpose of any
meeting of Shareholders, Trustees or Committee is required to be given
under the provisions of Pennsylvania law or under the provisions of the
Declaration of Trust or these By-Laws, a waiver thereof in writing, signed
by the
<PAGE>
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person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual
attendance at the meeting of Shareholders in person or by proxy, or at the
meeting of Trustees or Committee in person, shall be deemed equivalent to
the giving of such notice to such persons.
ARTICLE IV
OFFICERS
--------
4.1 Number. The officers of the Trust shall be chosen by the Trustees
and shall include a President, who shall be a Trustee, a Secretary and a
Treasurer. The Board of Trustees may, from time to time, elect or appoint
a Controller, one or more Vice-Presidents, Assistant Secretaries and
Assistant Treasurers. The Trustees may at their discretion, also appoint a
Chairman who shall perform and execute such executive and administrative
duties and powers as the Trustees shall from time to time prescribe.
4.2 Other Officers. The Trustees from time to time may appoint such
other officers and agents as they shall deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Trustees. The
Trustees may delegate to one or more officers or agents the power to
appoint any such subordinate officers or agents and to prescribe the
respective rights, terms of office, authorities and duties.
4.3 Election and Tenure. The officers of the Trust shall be chosen
annually by the Trustees. Two or more offices may be held by the same
person but no officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law, the
Declaration of Trust or these By-Laws to be executed, acknowledged or
verified by two or more officers. Any officer or agent may be removed by
the affirmative vote of a majority of the Trustees, if in their judgment,
the best interests of the Trust will be served thereby. Any officer of
the Trust may resign by filing a written resignation with the President or
with the Trustees or with the Secretary. Any vacancy occurring in any
office of the
<PAGE>
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Trust by death, resignation, removal or otherwise shall be filled by
the Trustees.
4.4 Compensation. The salaries or other compensation of all officers
and agents of the Trust shall be fixed by the Trustees, except that the
Trustees may delegate: (1) to any Committee the power to fix the salary or
other compensation of any officer of the Trust; and (2) to any person or
group of persons the power to fix the salary or compensation of any
subordinate officer or agent of the Trust.
4.5 President. The President, unless a Chairman has been so
designated, shall be the chief executive officer of the Trust; he shall
preside at all meetings of the Shareholders and the Trustees, shall be,
ex officio, a member of all standing committees, and shall see that all
orders and resolutions of the Trustees are carried into effect. The
President shall also be the chief administrative officer of the Trust and
shall perform such other duties and have such other powers as the Trustees
may from time to time prescribe.
4.6 Vice Presidents. The Vice Presidents, in the order of their
seniority, shall in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such
other duties as the Trustees may from time to time prescribe.
4.7 Secretary. The Secretary shall attend all meetings of the Trustees
and all meetings of the Shareholders and record all the proceedings thereof
and shall perform like duties for any Committee when required. He shall
give, or cause to be given, notice of meetings of the Shareholders and of
the Trustees, and shall perform such other duties as may be prescribed by
the Trustees or President, under whose supervision he shall be. He shall
keep in safe custody the seal of the Trust and, when authorized by the
Trustees, affix and attest the same to any instrument requiring it. The
Trustees may give general authority to any other officer to affix the seal
of the Trust and to attest the affixing by his signature.
4.8 Assistant Secretaries. The Assistant Secretaries, in the order of
their seniority, shall in the absence or disability of the Secretary,
perform the duties and exercise
<PAGE>
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the powers of the Secretary and shall perform such other duties as the
Trustees shall prescribe.
4.9 Treasurer. The Treasurer shall be the chief financial officer of
the Trust. He shall be responsible for the maintenance of its accounting
records and shall render to the Trustees, at their Regular Meetings, or
when the Trustees so require, an account of all the Trust's financial
transactions and a report of the financial condition of the Trust.
4.11 Assistant Treasurers. The Assistant Treasurers, in the order of
their seniority, shall in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall
perform such other duties as the Trustees may from time to time prescribe.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
-----------------------------
5.1 Shares of Beneficial Interest. The beneficial interest in the
Trust shall at all times be divided into an unlimited number of
transferable Shares without par value (the "Shares"). No Share shall have
priority over any other Share.
5.2 Transfer of Stock. The Shares of the Trust shall be transferable,
so as to affect the rights of the Trust, only by transfer recorded on the
books of the Trust, in person or by attorney.
5.3 Equitable Interest Not Recognized. The Trust shall be entitled to
treat the holder of record of any Share or Shares as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim or
interest in such Share or Shares on the part of any other person except as
may be otherwise expressly provided by law.
<PAGE>
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ARTICLE VI
INVESTMENT LIMITATIONS
----------------------
The investment limitations are as set forth in the Trust's currently
effective prospectus and statement of additional information and as
contained in the Investment Company Act of 1940, as amended ("Act") and the
Rules and Regulations thereunder.
Notwithstanding the limitations, and subject to the Act and the Rules
and Regulations thereunder, the Trust may own all or any portion of the
securities, or make loans to, or contribute to the costs or other
financial requirements of any company which will be (1) wholly-owned by
the Trust and one or more other investment companies and (2) primarily
engaged in the business of providing, at cost, management, administrative,
distribution and/or related services to the Trust and any such other
investment companies.
ARTICLE VII
GENERAL PROVISIONS
------------------
7.1 Inspection of Books. The Trustees shall, from time to time,
determine whether and to what extent, and at what time and places, and
under what conditions and regulations the accounts and books of the Trust
or any of them shall be open to the inspection of the Shareholders; and no
Shareholder shall have any right of inspecting any account or book or
document of the Trust except as conferred by law or authorized by the
Trustees or by resolution of the Shareholders.
7.2 Reports. Not less often than semi-annually, the Trust shall
transmit to the Shareholders a report of the operations of the Trust, based
at least annually upon an audit by independent accountants, which report
shall clearly set forth in addition to the information customarily
furnished in a balance sheet and profit and loss statement, a statement of
all amounts paid to security dealers, legal counsel, transfer agent,
disbursing agent, registrar or custodian or trustee,
<PAGE>
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where such payments are made to a firm, corporation, bank or trust
company, having a partner, officer or director who is also an officer or
Trustee of the Trust. A copy, or copies, of all reports submitted to the
Shareholders of the Trust shall also be sent, as required, to the
regulatory agencies of the United States and of the states in which the
securities of the Trust are registered and sold.
7.3 Custodianship. Securities owned by the Trust and cash representing
the proceeds from sales of securities owned by the Trust and cash
representing the proceeds from sales of securities owned by the Trust and
of Shares issued by the Trust or payments of principal upon securities
owned by the Trust shall be held by one or more custodians to be selected
by the Trustees, each of which shall be a trust company organized and
existing under a state banking law or a national banking association
incorporated under the laws of the United States, and in any case,
qualified to act as a trust company, which has an aggregate capital,
surplus and undivided profits of not less than $25 million and which has
entered into an agreement with the Trust to serve as a custodian of such
securities and cash on terms consistent with the provisions of these
By-Laws. From the time any such trust company or banking association
becomes a custodian of such securities and cash, it shall:
(a) Deliver securities owned by the Trust, only upon sale of such
securities of the Trust and receipt of payment therefor by the custodian,
or when such securities may be called, redeemed, retired or otherwise
become payable, provided that this provision shall not prevent:
(1) delivery of securities for examination to the broker
selling the same, in accordance with the "street delivery" custom, whereby
such securities are delivered to such broker in exchange for a delivery
receipt exchanged on the same day for an uncertified check of such broker
to be presented on the same day for certification.
(2) delivery of securities of an issuer in exchange for or
conversion into, other securities alone, or cash and other securities,
pursuant to any plan of merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such issuer or for
deposit with a reorganization, recapitalization or readjustment of the
<PAGE>
- 10 -
securities of such issuer or for deposit with a reorganization committee
or protective committee, pursuant to a deposit agreement.
(3) the conversion by the custodian of securities owned by the
Trust, pursuant to the provisions of such securities into other securities.
(4) the surrender by the custodian of warrants, rights or
similar securities owned by the Trust in the exercise of such warrants,
rights or similar securities, or the surrender of interim receipts or
temporary securities for definitive securities.
(5) the delivery of securities as collateral on borrowing
affected by the Trust, subject to the limitations of Article VI of these
By-Laws.
(6) the delivery of securities owned by the Trust, as a
complete or partial redemption in kind of securities issued by the Trust.
(7) delivery of securities loaned to broker-dealers or other
institutional investors pursuant to Article VI of these By-Laws.
(b) Deliver funds of the Trust only upon the purchase of securities
for the Trust, and the delivery of such securities to the custodian;
provided always, that such limitation shall not prevent the release of
funds by the custodian for redemption of Shares issued by the Trust, for
payment of interest, dividend disbursements, taxes, management fees, fees
of custodian, for payments in connection with the conversion, exchange or
surrender of securities owned by the Trust, as set forth in subsection (a)
of this Section and for organizational and operating expenses of the
Trust.
Upon the resignation or inability to serve as custodian of the assets,
the Trust shall use its best efforts to obtain a successor custodian, to
require that the cash and securities owned by the Trust be delivered
directly to such successor custodian and, in the event that no such
successor can be found, to submit to the Shareholders, before permitting
delivery of the cash and securities owned by the Trust to other
<PAGE>
- 11 -
than a successor custodian, the question of whether the Trust shall be
liquidated or shall function without such a custodian.
Nothing hereinbefore contained shall prevent any such custodian from
delivering assets of the Trust to a successor custodian having the
qualifications hereinabove prescribed.
No Trustees, officers, employees or agents of the Trust shall be
authorized, or permitted, to withdraw any assets held by the Custodian upon
their mere receipt. Directions, notices or instructions to the custodian,
with respect to delivery of securities, payment of cash or otherwise, shall
be given by such officer or officers and/or such person or persons, and in
such manner, as the Trustees may, from time to time, designate.
7.4 Bonding of Officers and Employees. All officers and employees of
the Trust shall be bonded to such extent, and in such manner, as may be
required by law.
7.5 Fiscal Year. The fiscal year of the Trust shall end on the last
day of December in each calendar year.
ARTICLE VIII
TRUSTEE LIABILITY
-----------------
To the fullest extent permitted by Pennsylvania law, as now in effect
and as amended, from time to time, and subject always to the provisions of
the Investment Company Act of 1940, as amended, and the rules thereunder, a
Trustee of the Fund shall not be personally liable for monetary damages
for any action taken or any failure to take any action.
ARTICLE IX
TRUSTEE INDEMNIFICATION
-----------------------
9.1 Third Party Actions. The Fund shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Fund) by reason of the fact that the person is or was a
trustee or officer of the Fund, or is or was serving at the request of
the Fund as trustee, director, officer or representative of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees),
<PAGE>
- 12 -
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by the person in connection with such threatened,
pending or completed action, suit or proceeding.
9.2 Derivative Actions. The Fund shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Fund to procure a
judgment in its favor by reason of the fact that the person is or was a
trustee or officer of the Fund, or is or was serving at the request of the
Fund as a trustee, director, officer or representative of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonable incurred by the person in connection
with such threatened, pending or completed action or suit by or in the
right of the Fund.
9.3 Procedure for Effecting Indemnification. Indemnification under
paragraphs 9.1 and 9.2 shall be automatic and shall not require any
determination that indemnification is proper, except that no
indemnification shall be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
9.4 Limitations. The foregoing rights to Indemnification shall be
subject always to the provisions of the Investment Company Act of 1940, as
amended, and the rules thereunder.
ARTICLE X
AMENDMENTS
----------
These By-Laws may be altered or repealed at any Regular or Special
Meeting of the Trustees; provided that the right of the Trustees to amend
and the amendment procedure meet the requirements of the Investment Company
Act of 1940, if any.
Exhibit 5
INVESTMENT ADVISORY AGREEMENT
BETWEEN
CONSOLIDATED ASSET MANAGEMENT FUND
AND
CONSOLIDATED MONEY MANAGEMENT, INC.
-----------------------------------
AGREEMENT made this 8th day of December, 1988 by and between
CONSOLIDATED ASSET MANAGEMENT FUND, a Pennsylvania business trust
(hereinafter called the "Fund"), and CONSOLIDATED MONEY MANAGEMENT, INC.,
a Pennsylvania corporation (hereinafter called the "Advisor").
The Fund and the Advisor hereby agree as follows:
1. Duties of the Advisor: The Advisor shall, during the term and subject
to the provisions of this Agreement, (i) determine the composition of the
Fund's portfolio, the nature and timing of the changes therein and the
manner of implementing such changes and (ii) provide the Fund and/or the
Board of Trustees with such investment advisory research and related
services as the Fund and/or the Board of Trustees may, from time to time,
reasonably require. The Advisor shall perform such duties in accordance
with the applicable provisions of the Fund's Declaration of Trust, By-laws
and current prospectus and statement of additional information, and any
directions it may receive from the Fund's Board of Trustees.
2. Expenses Payable by the Fund. The Fund shall distribute its own
Shares in accordance with the terms of a Distribution Plan adopted pursuant
to the provisions of Rule 12b-l
<PAGE>
under Section 12(b) of the Investment Company Act of 1940. An annual
fee equal to 1/4 of 1% of the net asset value of the Fund shall be paid to
the Advisor pursuant to the terms of the Distribution Plan. The Fund may
also, in the future, determine to enter into share distribution agreements
with one or more registered broker-dealers for the distribution of its
shares.
The Fund shall also pay all administrative and other costs and expenses
attributable to its operations and transactions, including, without
limitation, transfer agent and custodian fees; legal and audit expenses;
expenses relating to the redemption of its shares; expenses of holding
annual shareholder meetings; expenses relating to the servicing of
shareholder accounts; fees and expenses incurred in connection with the
printing and distribution of its proxy statements, stockholders reports and
notices; trade association fees; cost of supplies and postage; fees and
expenses relating to the registration of the Fund's shares under federal
and state laws and regulations; applicable federal, state and local taxes;
insurance premiums; the costs of personnel necessary to maintain the
Fund's records, perform daily pricing and service shareholder requests;
interest and brokerage commissions; and such nonrecurring expenses as may
arise including actions, suits or proceedings to which the Fund is a party
and the legal obligation that the Fund may have to indemnify its officers
and trustees with respect thereto.
2
<PAGE>
The Fund will pay the fees and expenses of the noninterested Trustees
of the Fund.
3. Expenses Payable by the Advisor. The Advisor shall furnish, without
expense to the Fund, the services of those of the Advisor's officers and
full-time employees who may be duly elected executive officers or trustees
of the Fund, subject to their individual consent to serve and to any
limitations imposed by law, and shall pay all of the salaries, fees and
expenses of the Fund's interested Trustees, president, vice-presidents,
secretary and treasurer and all personnel who perform services related to
research and investment activities.
CMM has agreed that if the aggregate expenses of the Fund including the
management fee but excluding taxes, interest, brokerage commissions and
extraordinary items, should exceed 1.5% of the first $100 million of the
average net assets of the Fund and 1% of the balance of such average net
asset value in excess of $100 million (based on a determination of the
Fund's net asset value on the last business day of each month of the year)
then such excess expenses will be paid to the Fund by CMM but only to the
extent of the management fee. In the event that Fund shall qualify its
shares for sale in any jurisdiction the applicable statutes or regulations
of which are more restrictive than the foregoing, the Advisor shall reduce
its annual investment advisory fee to the extent that the Fund's total
annual expenses (other than brokerage commissions and other capital items,
interest, taxes, extraordinary and other excludable items,
3
<PAGE>
charges, costs and expenses) exceed the regulations of any such
jurisdiction, so long as the Fund remains so qualified in such
jurisdiction.
4. Compensation of the Advisor. The Fund shall pay to the Advisor and
the Advisor shall accept as compensation for the services provided by the
Advisor a fee calculated as follows:
.50% of the first $500 million dollars in average net assets;
.45% of the next $500 million dollars in average net assets;
.40% of the next $500 million dollars in average net assets; and .35%
of average net assets in excess of $1.5 billion.
The fee shall be accrued for each calendar day and the sum of the daily
fee accruals shall be paid monthly to the advisor on the first business day
of the next succeeding calendar month. If this Agreement becomes effective
or terminates before the end of any month, the fee for the period from the
effective date to the end of such month or from the beginning of such month
to the date of termination, as the case may be, shall be prorated according
to the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
5. Brokerage Commissions. The Advisor or any subinvestment advisor, in
carrying out its duties, is hereby authorized, to the fullest extent now or
hereafter permitted by law, to cause the Fund to pay a member of a national
securities exchange, or a broker/dealer, an amount of commission for
effecting a securities transaction in excess of the amount of commission
another member of such exchange, or broker/dealer
4
<PAGE>
would have charged for effecting that transaction, if the Advisor
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services (as such
services are defined under Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such member, or broker/dealer, viewed in
terms of either that particular transaction or the Advisor's overall
responsibilities with respect to the accounts as to which it exercises
investment discretion (as such term is defined in the Securities Exchange
Act of 1934, as amended).
6. Limitations on the Employment of the Advisor. The services of the
Advisor to the Fund shall not be deemed exclusive, and the Advisor may
engage in any other business or render similar or different services to
others so long as its services to the Fund hereunder are not impaired
thereby, and nothing in this Agreement shall limit or restrict the right of
any director, officer or employee of the Advisor to engage in any other
business or to devote its time and attention in part to any other business,
whether of a similar or dissimilar nature. So long as this Agreement or
any extension, renewal or amendment remains in effect, the Advisor shall be
the only investment advisor to the Fund, subject to the Advisor's right to
enter into sub-advisory agreements. The Advisor assumes no responsibility
under this Agreement other than to render the services called for
hereunder, and shall not be responsible for any action of or direction by
the Fund's Board of Trustees, or any committee
5
<PAGE>
thereof, or any omission by any of them, unless such action or omission
has been caused by the Advisor's gross negligence, willful malfeasance,
bad faith or reckless disregard of its obligations and duties under this
Agreement.
7. Effectiveness, Duration and Termination of Agreement. This
Agreement shall become effective on the day and year first above written,
the requirements of the Investment Company Act of 1940 having first been
satisfied, and shall continue in effect until December 8, 1990, unless
sooner terminated. It shall continue automatically for successive annual
periods, provided that such continuance is specifically approved at least
annually by (a) the vote of the Fund's Board of Trustees, or (b) the vote
of a majority of the Fund's outstanding voting shares, provided that in
either event the continuance is also approved by a majority of such
Trustees who are not parties to this Agreement or "interested persons" (as
such term is defined in the Investment Company Act of 1940) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated at any time, without the
payment of any penalty, on 60 days prior written notice by the vote of a
majority of the Fund's outstanding voting Securities or by the vote of a
majority of the Fund's Board of Trustees or by the Advisor, and will
automatically terminate in the event of its "assignment" (as such term is
defined in the Investment Company Act of 1940). Any notice under this
Agreement shall be given in writing,
6
<PAGE>
addressed and delivered or mailed, postage prepaid, to the other party
at its principal office.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CONSOLIDATED ASSET
MANAGEMENT FUND
By /s/ Stephen B. Tily, III
------------------------------
President
CONSOLIDATED MONEY
MANAGEMENT, INC.
By /s/ Terence P. Smith
------------------------------
President
7
Exhibit 5(a)
AMENDMENT NO. 1 TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
DECLARATION FUND
AND
DECLARATION INVESTMENT ADVISORS, INC.
Amendment No. 1 to the Investment Advisory Agreement dated December 8,
1988 by and between Declaration Fund (formerly Consolidated Asset Management
Fund), a Pennsylvania business trust, and Declaration Investment Advisors,
Inc., a Pennsylvania corporation.
Whereas, the name of Consolidated Asset Management Fund has been
changed to "Declaration Fund", and
Whereas, Declaration Fund has been converted from a single issue fund
to a series fund, and
Whereas, there has been created within Declaration Fund a series
designated Declaration Cash Account, and
Whereas, as part of the reorganization of Declaration Fund as a series
fund and the creation of the Declaration Cash Account series, the
shareholders of Declaration Fund become shareholders of Declaration Cash
Account automatically as part of such reorganization, and
Whereas, it is the intention of the parties hereto to amend the
Agreement in such ways as are necessary to reflect the changes hereinabove
described as well as changes in the expense reimbursement provisions.
Now, therefore, this Amendment No. 1,
<PAGE>
WITNESSETH:
1. Whenever and wherever the text of the Agreement refers to
"Consolidated Asset Management Fund", the text is amended to read
"Declaration Fund".
2. In Section 1. "Duties of the Advisor", references to the "fund's
portfolio" in item (i) shall mean the Declaration Cash Account portfolio.
3. The expenses payable by the Fund, as set forth in Section 2 of the
Agreement are subject to the terms and conditions respecting the bearing of
expenses and the apportioning thereof as are set forth in the Amended and
Restated Declaration of Trust dated March 14, 1990, which are incorporated
by reference in the Agreement as amended by this Amendment No. 1.
4. The text of the second paragraph under Section 3 is amended by
changing "1.5%" to "2%" and by changing "1%" to "1.5%".
5. In all other respects the Agreement is ratified and confirmed.
Dated: May 15, 1990
Attest: Declaration Fund
/s/ /s/ Stephen B. Tily, III
- - ------------------------------ --------------------------------
Attest: Declaration Investment
Advisors, Inc.
/s/ /s/ Terence P. Smith
- - ------------------------------ --------------------------------
2
Exhibit 11(a)
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and
Board of Trustees of the
Declaration Fund
Declaration Cash Account
We have audited the accompanying statement of net assets of
Declaration Cash Account as of December 31, 1995, and the related
statements of operations forthe year then ended, changes in net assets for
each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These
financial statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Declaration
Cash Account as of December 31, 1995, the results of its operations for the
year then ended, the changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with generally accepted accounting
principles.
Abington, Pennsylvania Sanville & Company
February 16, 1996 Ceritified Public Accountants
Exhibit 11(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report, dated February 16, 1996, on the
annual financial statements and financial highlights of the Declaration Fund -
Declaration Cash account, which is included in Part A and Part B in Post
Effective Amendment No 26. to Registration Statement under the Securities Act
of 1933 and included in the Prospectus and Statement of Additional Information,
as specified, and to the reference made to us under the caption "Independent
Auditors" in the Statement of Additional Information.
Abington Pennsylvania Sanville & Company
February 24, 1996 Certified Public Accountants
Exhibit 16(a)
Declaration Cash Account
Expense Table Calculation
December 31, 1995
$1,000 invested, no-load 5% annual return, 2.00% expense, $64 administrative
service fee
5% - EXPENSE % - $64 = -3.40%
Expense
Year Amounts Average % Expense Cumulative
- - ------------------------------------------------------------------------------
1 1,000 983 8.40% 83 83
966
2 966 950 8.40% 80
933
3 933 917 8.40% 77 239
901
4 901 886 8.40% 74
870
5 870 855 8.40% 72 386
840
6 840 826 8.40% 69
811
7 811 797 8.40% 67
783
8 783 770 8.40% 65
756
9 756 743 8.40% 62
730
10 730 718 8.40% 60 709
705
Exhibit 16 (b)
Computation of The Declaration Cash Account
Yield quotation based on the seven days
ended on the date of the balance sheet
as of December 31, 1995.
ACCOUNT VALUE
(COMPOUNDED) DIV FACTOR
12/24 DAY 0 1.000000
______________________________________________________________________________
12/25 DAY 1 1.00009838 .000098384
12/26 DAY 2 1.00019690 .000098510
12/27 DAY 3 1.00029459 .000097666
12/28 DAY 4 1.00039112 .000096505
12/29 DAY 5 1.00049717 .000106007
12/30 DAY 6 1.00060323 .000106007
12/31 DAY 7 1.00070930 .000106007
NET VALUE OF ACCOUNT AFTER 7 DAYS
VALUE OF ACCOUNT AT BEGINNING OF PERIOD 1.000000
NET CHANGE IN ACCOUNT VALUE
Annualized Current Net Yield
(.00070513 x 365/7) divided by 1.00035257 = 3.68%
Effective Yield (.00070513 + 1) 365/7 - 1 = 3.74%
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 26 to its Registration Statement under the
Investment Company Act of 1940, to be signed on its behalf by the Undersigned,
thereunto duly authorized, in Conshohocken, Pennsylvania on the 28th day of
February , 1996.
DECLARATION FUND
Stephen B. Tily, III
BY: ___________________________________
President
As required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
______________________________________________________________________________
SIGNATURE TITLE DATE
______________________________________________________________________________
Trustee and
Chairman of
Stephen B. Tily, III Board 2/28/96
____________________________ President _______________
Stephen B. Tily, III
Arthur S. Filean 2/28/96
_____________________________ Trustee _______________
Arthur S. Filean
William F. Lee, Jr 2/28/96
______________________________ Trustee _______________
William F. Lee, Jr.
Thomas S. Stewart 2/28/96
______________________________ Trustee _______________
Thomas S. Stewart
Terence P. Smith 2/28/96
______________________________ Secretary _______________
Terence P. Smith
______________________________________________________________________________
SIGNATURE TITLE DATE
______________________________________________________________________________
Paul L. Giorgio 2/28/96
______________________________ Treasurer _______________
Paul L. Giorgio
