AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1996.
FILE NO. 2-82143
ICA NO. 811-3674
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. _____ [ ]
POST-EFFECTIVE AMENDMENT NO. 13 [X]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 16 [X]
THE CALIFORNIA MUNI FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
90 WASHINGTON STREET
19TH FLOOR
NEW YORK, NEW YORK 10006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(212) 635-3000
(AREA CODE AND TELEPHONE NUMBER)
COPIES TO:
VINCENT J. MALANGA CARL FRISCHLING, ESQ.
90 WASHINGTON STREET KRAMER, LEVIN, NAFTALIS,
19TH FLOOR NESSEN, KAMIN & FRANKEL
NEW YORK, NEW YORK 10006 919 THIRD AVENUE
NEW YORK, NEW YORK 10022
- --------------------------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
|X| IMMEDIATELY UPON FILING PURSUANT TO |_| ON ( ) PURSUANT TO
PARAGRAPH (B) PARAGRAPH (B)
|_| 60 DAYS AFTER FILING PURSUANT TO |_| ON ( ) PURSUANT TO
PARAGRAPH (A)(1) PARAGRAPH (A)(1)
|_| 75 DAYS AFTER FILING PURSUANT TO |_| ON ( ) PURSUANT TO
PARAGRAPH (A)(2) OF PARAGRAPH (A)(2) RULE 485.
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
|_| THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST- EFFECTIVE AMENDMENT.
REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SHARES PURSUANT TO RULE 24F-2
AND ITS RULE 24F-2 NOTICE FOR ITS 1995 FISCAL YEAR WAS FILED ON FEBRUARY 23,
1996, IN ACCORDANCE WITH RULE 24F-2.
<PAGE>
THE CALIFORNIA MUNI FUND
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
Form N-1A
Item Number
- -----------
Part A Prospectus Caption
- ------ ------------------
1. Cover Page
2. Highlights; Fee Table
3. Financial Highlights
4. Investment Objective and Policies;
Investment Strategies; Special
Consideration; General Information
5.(a) Management
(b) Management
(c) *
(d) General Information
(e) Management
(f) *
6.(a) General Information
(b) *
(c) *
(d) *
(e) Cover Page; General Information
(f) Dividends and Tax Status
(g) Dividends and Tax Status
7.(a) *
(b) Determination of Net Asset Value
(c) Purchase of Shares - Exchange Privilege
(d) Purchase of Shares
(e) *
(f) Distribution Expenses
8. Redemption of Shares
9. *
<PAGE>
Part B. Statement Caption
- ------- -----------------
10. Cover Page
11. Table of Contents
12. *
13. Investment Objective and Policies;
Investment Restrictions; additional
Information Relating to Municipal
Obligations; Information With
Respect to California State and
Municipal Finances
14. Management of the Fund
15. *
16.(a) Management of the Fund
(b) Management of the Fund
(c) *
(d) *
(e) *
(f) Distribution Plan
(g) *
(h) Custodian Agreement and Independent
Accountants
(i) *
17.(a) Portfolio Transactions
(b) *
(c) Portfolio Transactions
(d) *
(e) *
18. See prospectus under General Information; Additional
Information about the Organization of the Fund
19.(a) See prospectus under Purchase of Shares
(b) See prospectus under Determination of Net
Asset Value
(c) *
20. Taxes
21. *
22. Calculation of Yield
23. Financial Statements
Part C Information required to be included in Part C is set
forth under the appropriate Item, so numbered in Part C to
this Registration Statement.
- ---------------------
* Not Applicable
<PAGE>
THE CALIFORNIA MUNI FUND
90 Washington St. * New York, New York 10006 * 1-800-225-6864
PROSPECTUS
APRIL 25, 1996
The California Muni Fund (the "Fund") seeks to provide investors with as
high a level of income that is excluded from gross income for Federal income tax
purposes and exempt from California personal income tax as is consistent with
the preservation of capital. Of course, there can be no assurance that the
Fund's investment objective will be achieved.
The Fund intends to achieve its objective by investing in municipal bonds,
municipal notes and municipal commercial paper, the interest from which is
excluded from gross income for Federal income tax purposes and exempt from
California personal income tax. The Fund will limit its investments to (1)
municipal bonds that are rated within the four highest quality grades as
determined by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps,
Inc. ("Duff") or, if unrated, are judged by Fund management to be of comparable
quality, and (2) municipal notes and municipal commercial paper that are rated
within the three highest quality grades as determined by Moody's for municipal
notes, or within the three highest quality grades as determined by Moody's or
S&P for municipal commercial paper or, if unrated, are (i) obligations of
issuers having an issue of bonds rated within the four highest quality grades as
determined by Moody's, S&P, Fitch or Duff or (ii) guaranteed as to principal and
interest by the U.S. Government, its agencies or instrumentalities. While the
obligations in which the Fund may invest are generally deemed to have adequate
to very strong protection of principal and interest, those rated within the
lowest of the Fund's selected quality grades may have speculative
characteristics as well.
This Prospectus provides you with the basic information you should know
before investing in the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing additional
information about the Fund has been filed with the Securities and Exchange
Commission. You may obtain a copy of the Fund's Statement without charge by
writing to the Fund at the address listed above, or by calling (800) 322-6864.
Shareholder inquiries may also be placed through this number.
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.
THE STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 25, 1996 IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
<PAGE>
________________________________________________________________________________
TABLE OF CONTENTS
(LEFT COLUMN)
Highlights ................................ 2
Fee Table ................................. 3
Financial Highlights ...................... 4
Investment Objective and Policies ......... 5
Investment Strategies ..................... 7
Special Considerations .................... 9
Calculation of Yield and Performance Data . 10
(RIGHT COLUMN)
Purchase of Shares ........................ 11
Redemption of Shares ...................... 13
Determination of Net Asset Value .......... 16
Distribution Expenses ..................... 16
Management ................................ 17
Dividends and Tax Status .................. 19
General Information ....................... 21
________________________________________________________________________________
HIGHLIGHTS
What is The California Muni Fund?
The California Muni Fund is a non-diversified, open-end, management
investment company which seeks to provide investors with as high a level of
income that is excluded from gross income for Federal income tax purposes and
exempt from California personal income tax as is consistent with the
preservation of capital (see "Investment Objective and Policies").
To achieve this objective, the Fund will invest only in municipal bonds,
municipal notes and municipal commercial paper which meet the Fund's specific
quality criteria (see "Investment Objective and Policies") and which generate
interest that is excluded for Federal income tax purposes and exempt from
California personal income tax.
Management
Dr. Lance M. Brofman has been the Fund's portfolio manager since its
inception in 1984. Dr. Brofman received an M.B.A. and a Ph.D. in Economics and
Finance from New York University in 1978. He is currently the Chief Portfolio
Strategist for the Fundamental Family of funds.
Tax-Free Income
The Fund is designed as a convenient investment vehicle for both large and
small investors who are subject to California income tax and who wish to keep
fully invested at competitive tax-free yields while maintaining liquidity of
their investment. Through the purchase of shares of the Fund, investors are able
to combine their investments into a portfolio that is professionally managed and
more varied than they could obtain individually. However, investors should bear
in mind that there are risk considerations associated with certain investment
policies of, and strategies employed by, the Fund, such as those relating to
investments in variable rate bonds, zero coupon bonds and lower quality
municipal obligations, and there can be no assurance that the investment
objective of the Fund will be achieved (see "Special Considerations").
How to Buy and Sell Shares of the Fund?
Shares of the Fund are offered for sale on a continuous basis without any
sales charge at the next determined net asset value per share (see "Purchase of
Shares" and "Determination of Net Asset Value"). Your purchase order becomes
effective immediately if it is received before 4:00 P.M. on any business day.
You may be charged a fee for effecting transactions in the Fund's shares through
securities dealers, banks or other financial institutions.
Shares are redeemable (may be sold) at your option without charge at the
next determined net asset value per share (see "Redemption of Shares"). The Fund
reserves the right, however, to liquidate an account with a value of less than
$100 on 60 days' notice.
2
<PAGE>
Shareholder Services and Privileges
For your convenience, the Fund provides certain services and privileges
which we have suited to your particular needs, including the Automatic
Investment Program and the Exchange, Check Redemption, Telephone Redemption and
Expedited Redemption Privileges (see "Purchase of Shares" and "Redemption of
Shares").
Monthly Dividends
The Fund declares dividends daily and pays them on a monthly basis,
eliminating the need for you to hold your shares until quarter-end to receive
dividend income. Dividends are automatically reinvested at net asset value in
additional Fund shares without any charge. You may elect, however, to receive
them in cash (see "Dividends and Tax Status").
Management and The Fundamental Family of Funds
Fundamental Portfolio Advisors, Inc., 90 Washington Street, New York, New
York 10006, the Fund's investment manager (the "Manager") determines overall
investment strategy for the Fund, subject to the supervision of the Fund's
trustees (see "Management").
The Manager also acts as investment manager to several other mutual fund
portfolios in The Fundamental Family of Funds, including New York Muni Fund
Series of Fundamental Funds, Inc., and the High-Yield Municipal Bond Series, the
Tax-Free Money Market Series and the Fundamental U.S. Government Strategic
Income Fund Series of Fundamental Fixed-Income Fund. Shares of such funds are
exchangeable for shares of the Fund (minimum $1,000 value) at the respective net
asset values per share without any charge and may be exchanged by telephone if
you have previously established this procedure with Fundamental Shareholder
Services, Inc. (see "Purchase of Shares").
FEE TABLE
Shareholder Transaction Expense
Sales Commission on Purchases .................... None
Sales Commission on Reinvested Dividends ......... None
Redemption Fees .................................. None
Exchange Fees .................................... None
Annual Fund Expenses
(as a percentage of average net assets)
Management Fees .................................. .50%
12b-1 Fees1 ...................................... .50%
Other Expenses
Interest ..................................... .39%
Other ........................................1.81%
-----
Total Fund Expenses ..............................3.20%
=====
1As a result of distribution fees of .50% per annum of
the Fund's average daily net assets, a long-term
shareholder may pay more than the economic equivalent
of the maximum front-end sales charge permitted by
the Rules of the National Association of Securities
Dealers, Inc.
Example: You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:
1 year 3 years 5 years 10 years
$32 $99 $167 $360
The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that you will bear directly and indirectly. (For more
complete descriptions of the various costs and expenses, see "Management",
"Distribution Expenses", and the Financial Statements included at the end of the
Fund's Statement of Additional Information.) The expenses and example appearing
in the preceding table have been restated to reflect current fees and operating
expenses. The example shown in the table should not be considered a
representation of past or future expenses, and actual expenses may be greater or
less than those shown.
3
<PAGE>
FINANCIAL HIGHLIGHTS
The following selected per share data and ratios for each of the years in
the ten-year period ended December 31, 1995 has been audited by McGladrey &
Pullen, LLP, independent certified public accountants, whose report on the
Financial Statements and the related notes appear at the end of the Fund's
Statement of Additional Information.
<TABLE>
<CAPTION>
Year Ended December 31
_________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
____ ____ ____ ____ ____ ____ ____ ____ ____ ____
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout
the period)
Net Asset Value, Beginning of Period .... 7.10 $ 9.49 $ 8.81 $ 8.80 $ 8.64 $ 8.82 $ 8.87 $ 8.52 $ 9.23 $10.58
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income ................... 0.419 0.553 0.563 0.604 0.571 0.553 0.535 0.603 0.665 0.757
Net realized and unrealized gain
(losses) on investments ............... 1.810 (2.390) 0.876 0.010 0.160 (0.180) 0.167 0.400 (0.545) 0.305
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment operations .... 2.229 (1.837) 1.439 0.614 0.731 0.373 0.702 1.003 0.120 1.062
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less Distributions
Dividends from net investment income .... (0.419) (0.553) (0.563) (0.604) (0.571) (0.533) (0.535) (0.603) (0.665) (0.757)
Dividends from net realized gains ....... - - (0.196) - - - (0.216) (0.051) (0.165) (1.655)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ................. (0.419) (0.553) (0.759) (0.604) (0.571) (0.553) (0.751) (0.654) (0.830) (2.412)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net Asset Value, End of Period .......... 8.91 $ 7.10 $ 9.49 $ 8.81 $ 8.80 $ 8.64 $ 8.82 $ 8.87 $ 8.52 $ 9.23
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total Return ............................ 32.02% (19.89%) 16.80% 7.23% 8.75% 4.39% 5.53% 12.18% 1.46% 9.62%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000) ......... 12,622 10,558 16,208 11,549 9,669 9,849 10,766 10,298 7,784 4,807
Ratios to Average Net Assets:
Interest expense ...................... 0.39% 0.98% 0.39% 0.16% 0.14% 0.21% 0.19% 0.15% 0.34% 0.31%
Operating expenses (1) ................ 2.81% 2.50% 1.77% 1.47% 2.24% 2.27% 2.30% 1.40% 1.27% 2.02%
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total expenses ...................... 3.20% 3.48% 2.16% 1.63% 2.38% 2.48% 2.49% 1.55% 1.61% 2.33%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Net investment income ............... 5.02% 6.80% 6.04% 6.87% 6.58% 6.36% 5.95% 6.88% 7.66% 7.16%
Portfolio turnover rate ................. 53.27% 15.88% 51.26% 18.91% 47.34% 42.61% 86.38% 57.62% 31.60% 34.40%
BANK LOANS
Amount outstanding at end of
period (000 omitted) ................. $ 0 $1,292 $3,714 $ 0 $ 645 $ 12 $ 151 $ 20 $ 94 $ 246
Average number of bank loans
outstanding during the
period (000 omitted) .................. $ 642 $1,620 $ 958 $ 274 $ 155T 112T 146T 84T 265T 357T
Average number of shares outstanding
during the period (000 omitted) ....... $1,635 $1,711 $1,517 $1,214 $1,115T $1,192T $1,183T $1,089T 735T 685T
Average amount of debt per share
during the period ..................... 0.39 $ 0.95 $ 0.68 $ 0.25 $ 0.14 $ 0.18 $ 0.12 $ 0.08 $ 0.36 $ 0.52
</TABLE>
______________
TMonthly Average.
(1)The Manager and others assumed certain expenses of the Fund during the years
ended December 31, 1985, 1986, 1987, 1988, 1989, 1990, 1991, 1992 and 1993.
Had such expenses not been so assumed, the ratio of operating expenses,
excluding interest expense, would have been 6.43%, 3.37%, 2.84%, 4.13%,
2.55%, 2.81%, 2.70%, 2.13% and 2.66%, respectively.
4
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund's objective is to provide you with as high a level of income that
is excluded from gross income for Federal income tax purposes and exempt from
California personal income tax as is consistent with the preservation of
capital. To achieve this objective, the Fund invests only in municipal bonds,
municipal notes and municipal commercial paper (hereinafter collectively
referred to as "municipal obligations") which generate interest that is, in the
opinion of counsel to the issuer, excluded for Federal income tax purposes and
exempt from California personal income tax, and which meet the following quality
criteria (subject, of course, to the Fund's permissible "Investment Strategies"
described below).
With respect to municipal bonds, the Fund will only invest in those issues
which are rated within the four highest quality grades as determined by Moody's,
S&P, Fitch or Duff or which, if unrated, are judged by Fund management to be of
comparable quality. With respect to municipal notes and municipal commercial
paper, the Fund will only invest in those issues which are rated within the
three highest quality grades as determined by Moody's for municipal notes, or
within the three highest quality grades as determined by Moody's or S&P for
municipal commercial paper or which, if unrated, are (i) obligations of issuers
having an issue of bonds rated within the four highest quality grades as
determined by Moody's, S&P, Fitch or Duff or (ii) guaranteed as to principal and
interest by the U.S. Government, its agencies or instrumentalities. There can be
no assurance that the Fund's objective will be achieved. The Fund's ability to
achieve its objective is subject to the continuing ability of the issuers of
municipal obligations to meet their principal and interest payments, and is
further subject to fluctuations in interest rates as well as other factors.
While the municipal obligations in which the Fund may invest are generally
deemed to have adequate to very strong protection of principal and interest,
certain of the obligations rated within the lowest of the quality grades
described above (i.e., those rated by Moody's as Baa for municipal bonds, MIG-3
for municipal notes and Prime-3 for municipal commercial paper, or those rated
by S&P, Fitch or Duff as BBB for municipal bonds, or those rated by S&P as A-3
for municipal commercial paper) may have speculative characteristics as well.
For example, obligations rated Baa by Moody's have been determined by Moody's to
be neither highly protected nor poorly secured, and although interest payments
and principal security appear adequate for the present, certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Similarly, obligations rated BBB by S&P, Fitch or Duff are
regarded by S&P, Fitch and Duff as having adequate capacity to pay interest and
repay principal, and while such obligations normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
obligations in this category than in higher rated categories.
It should be noted that ratings are general and not absolute standards of
quality or guarantees of the creditworthiness of an issuer. Subsequent to its
purchase by the Fund, an issue may cease to be rated or the rating may be
reduced. Such an event would not require the Fund to dispose of the issue, but
Fund management would consider such an event in determining whether the Fund
should continue to hold the issue in its portfolio. (See "Special
Considerations-Special Risk Factors Relating to Lower Rated Securities, Zero
Coupon Bonds and Pay-in-Kind Bonds" for a discussion on downgraded securities
that are retained by the Fund.) The purchase of unrated securities is subject to
guidelines that may be set for Fund management from time to time by the Fund's
Board of Trustees. A description of the ratings of municipal obligations as
determined by Moody's, S&P, Fitch and Duff is included in the Fund's Statement
of Additional Information.
As a non-diversified investment company, the Fund could conceivably invest
all of its assets in one issuer. However, in order to qualify as a "regulated
investment company" for Federal income tax purposes, the Fund must comply with
the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), which limit the aggregate value of all holdings (except U.S.
Government and cash items, as defined in the Code), each of which exceeds 5% of
the Fund's total assets, to an aggregate amount of 50% of such assets, and which
further limit the holdings of a single issuer (with the same exceptions) to 25%
of the Fund's total assets. Therefore, for our purposes, non-diversification
means that, with regard to the Fund's total assets, 50% of such assets may be
invested in as few as two single issuers. (These limits are measured at the end
of each quarter.) In the event of decline of creditworthiness or default on the
obligations of one or more such issuers exceeding 5%, an investment in the Fund
will involve greater risk than in a fund that has a policy of diversification.
5
<PAGE>
Municipal Obligations
Municipal obligations include debt obligations of states, territories and
possessions of the United States and of any political subdivisions thereof, such
as counties, cities, towns, districts and authorities. Municipal obligations are
issued to raise funds for a variety of purposes, including construction of a
wide range of public facilities, refunding of outstanding obligations, obtaining
funds for general operating expenses, and lending to other public institutions
and facilities. In addition, certain types of qualified private activity bonds
are issued by, or on behalf of, public authorities to obtain funds for privately
operated facilities.
Also included within the definition of municipal obligations are short-term,
tax-exempt debt obligations, known as municipal notes, which are generally
issued in anticipation of receipt by the issuer of revenues from taxes, the
issuance of longer term bonds, or other sources. States, municipalities, and
other issuers of tax-exempt securities may also issue short-term debt, often for
general purposes, known as "municipal commercial paper". All of these
obligations are included within the term "municipal obligations", as used in
this Prospectus, if their interest payments are excluded for Federal income tax
purposes.
Yields on municipal obligations depend on a variety of factors, including
the general condition of the money and municipal securities markets, the size of
a particular offering, the maturity of the obligation and the rating of the
issue. Unlike other types of securities, municipal obligations have
traditionally not been subject to regulation by, or registration with, the
Securities and Exchange Commission.
The two principal classifications of municipal obligations are general
obligation bonds and revenue bonds. General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from only the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source. Qualified
private activity bonds that are municipal obligations are, in most cases,
revenue bonds and do not generally constitute the pledge of the credit of the
issuer of such bonds. The credit quality of qualified private activity bonds is
usually related to the credit standing of the industrial user involved. The Fund
reserves the right to make unlimited investments in qualified private activity
bonds, if such bonds meet the Fund's investment criteria. This policy, however,
may cause the Fund to be an inappropriate investment for entities that are
"substantial users" (or related persons thereof) of facilities financed by such
bonds (see "Dividends and Tax Status" herein for more details).
Other types of municipal obligations include municipal lease obligations
which are issued by a state or local government or authority to acquire land and
a wide variety of equipment and facilities. These obligations typically are not
fully backed by the municipality's credit, and their interest may become taxable
if the lease is assigned. If the funds are not available for the following
years' lease payments the lease may terminate, with the possibility of default
on the lease obligation and significant loss to the Fund. Certificates of
participation in municipal lease obligations or installment sales contracts
entitle the holder to a proportionate interest in the lease-purchase payments
made.
There are also a variety of hybrid and special types of municipal
obligations as well as numerous differences in the security of municipal
obligations, both within and between the two principal classifications described
above (see the Fund's Statement of Additional Information for greater details).
Portfolio Transactions and Turnover
The Manager provides the Fund with investment advice and recommendations for
the purchase and sale of portfolio securities. All orders for the purchase and
sale of portfolio securities are placed by the Manager, subject to the general
control of the Fund's trustees.
In seeking to achieve the Fund's objective, the Manager will adjust the
maturity distribution of the Fund's portfolio in anticipation of movements in
interest rates. Longer term securities have historically yielded more than
shorter term securities, but from time to
6
<PAGE>
time, the normal yield relationships between longer and shorter term securities
have been reversed. Furthermore, longer term securities have historically been
subject to greater and more rapid price fluctuations. In periods of rising
interest rates, the market value of municipal obligations generally declines in
order to bring the current yield in line with prevailing interest rates.
Conversely, in periods of declining interest rates, the market value of
municipal obligations generally rises. Although fluctuating interest rates
affect the market value of all municipal obligations, short-term obligations are
generally less sensitive to such factors than long-term obligations. The Manager
will attempt to take advantage of price variability between different sectors of
the market, i.e., long, intermediate, or short or general obligation versus
revenue bonds, in order to increase the Fund's yield by making appropriate
purchases and sales of portfolio securities.
Securities with the same general quality rating and maturity, but having
different purposes for issuance, often tend to trade at different yields.
Similarly, securities issued for similar purposes and with the same general
maturity characteristics, but which vary according to the creditworthiness of
their respective issuers, tend to trade at different yields. These yield
differentials tend to fluctuate in response to political and economic
developments as well as temporary imbalances in normal supply and demand
relationships. The Manager monitors these fluctuations closely and will adjust
the Fund's portfolio to take advantage of disparities that may arise. The
Manager may also engage in short-term trading when it believes it is consistent
with the Fund's investment objective.
The frequency of portfolio transactions-the Fund's turnover rates-will vary
from year to year depending upon market conditions. While it is impossible to
predict the number of transactions that will be effected by the Fund, it is
anticipated that the Fund's portfolio turnover rate will not exceed 300%.
However, when Fund management deems it appropriate due to market or other
conditions, the Fund's turnover rate may be greater than anticipated. Because a
high turnover rate increases transaction costs and the possibility of taxable
short-term gains (see "Dividends and Tax Status"), the Manager weighs the added
costs of short-term investment against anticipated gains.
INVESTMENT STRATEGIES
In seeking to achieve its investment objective, the Fund utilizes certain
investment strategies, such as borrowing to purchase additional securities,
investing in participation interests and variable rate instruments and
purchasing municipal obligations that are offered on a "when-issued" basis.
When-lssued Purchases
Municipal securities are frequently offered on a "when-issued" basis. When
so offered, the price and coupon rate are fixed at the time the commitment to
purchase is made, but delivery and payment for the when-issued securities take
place at a later date. Normally, the settlement date occurs between 15-45 days
from the date of purchase. During the period between purchase and settlement, no
interest accrues to the purchase. The price that the Fund would be required to
pay may be in excess of the market value of the security on the settlement date.
While securities may be sold prior to the settlement date, the Fund intends to
purchase such securities for the purpose of actually acquiring them unless a
sale becomes desirable for investment reasons. At the time the Fund makes a
commitment to purchase a municipal security on a when-issued basis, it will
record the transaction and reflect the value of the security in determining its
net asset value. That value may fluctuate from day to day in the same manner as
values of other municipal securities held by the Fund. The Fund will establish a
segregated account with its custodian bank in which it will maintain cash or
liquid debt securities determined daily to be equal in value to its commitments
for when-issued securities. Generally, both the when-issued securities and the
securities held in the segregated account will tend to experience appreciation
when interest rates decline and depreciation when interest rates increase.
Accordingly, the purchase of when-issued securities may increase the volatility
of the Fund's net asset value. The Fund may invest in when-issued securities
without limitation.
At such time as the Fund is required to pay for when-issued securities, it
will meet its obligation from then-available cash flow, sale of the securities
held in the separate account, sale of other securities, or (although it would
not normally expect to do so) from the
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sale of the when-issued securities themselves (which may have a market value
greater or less than the Fund's payment obligation). Sale of securities to meet
such obligations carries with it a greater potential for the realization of
capital gains, which are not excluded from gross income for Federal, state or
local income tax purposes.
Participation Interests, Variable and Floating Rate Instruments
The Fund may purchase participation interests from financial institutions.
These participation interests give the purchaser an undivided interest in one or
more underlying municipal obligations. The Fund may also invest in municipal
obligations which have variable interest rates that are readjusted periodically.
Such readjustment may be based either upon a predetermined standard, such as a
bank prime rate or the U.S. Treasury bill rate, or upon prevailing market
conditions. Many variable rate instruments are subject to redemption or
repurchase at par on demand by the Fund (usually upon no more than seven days'
notice). All variable rate instruments must meet the quality standards of the
Fund. The Manager will monitor the pricing, quality and liquidity of the
variable rate municipal obligations held by the Fund.
The Fund may purchase inverse floaters which are instruments whose interest
rates bear an inverse relationship to the interest rate on another security or
the value of an index. Changes in the interest rate on the other security or
index inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer may
decide to issue two variable rate instruments instead of a single long-term,
fixed-rate bond. The interest rate on one instrument reflects short-term
interest rates, while the interest rate on the other instrument (the inverse
floater) reflects the approximate rate the issuer would have paid on a
fixed-rate bond, multiplied by two, minus the interest rate paid on the
short-term instrument. Depending on market availability, the two portions may be
recombined to form a fixed-rate municipal bond. The market for inverse floaters
is relatively new.
The Fund may invest in municipal securities that pay interest at a coupon
rate equal to a base rate, plus additional interest for a certain period of time
if short-term interest rates rise above a predetermined level or "cap." The
amount of such an additional interest payment typically is calculated under a
formula based on a short-term interest rate index multiplied by a designated
factor.
Borrowing For Investment
The Fund may borrow money to purchase additional portfolio securities but
only from banks in amounts up to 20% of its total assets. The Fund is also
permitted to pledge up to 10% of the value of its total assets to secure such
borrowings. Borrowing for investment increases both investment opportunity and
investment risk. Such borrowings in no way affect the Federal or California
State tax status of the Fund or its dividends. If the investment income on
securities purchased with borrowed money exceeds the interest paid on the
borrowing, the net asset value of the Fund's shares will rise faster than would
otherwise be the case. On the other hand, if the investment income fails to
cover the Fund's costs, including the interest on borrowings or if there are
losses, the net asset value of the Fund's shares will decrease faster than would
otherwise be the case. This is the speculative factor known as leverage.
The Investment Company Act of 1940 (the "1940 Act") requires the Fund to
maintain asset coverage of at least 300% for all such borrowings, and should
such asset coverage at any time fall below 300%, the Fund would be required to
reduce its borrowings within three days to the extent necessary to meet the
requirements of the 1940 Act. To reduce its borrowings, the Fund might be
required to sell securities at a time when it would be disadvantageous to do so.
In addition, because interest on money borrowed is a Fund expense that it
would not otherwise incur, the Fund may have less net investment income during
periods when its borrowings are substantial. The interest paid by the Fund on
borrowings may be more or less than the yield on the securities purchased with
borrowed funds, depending on prevailing market conditions.
The Fund's investment objective and policies and the investment strategy
with respect to the borrowing activities described immediately above, unless
otherwise noted, are fundamental policies that cannot be changed without the
approval of the holders of a
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majority of the Fund's outstanding shares. A more detailed explanation of
certain investment policies and the Fund's fundamental investment restrictions
is contained in the Fund's Statement of Additional Information. A
non-fundamental investment restriction of the Fund is that it may not invest
more than 10% of its total assets in municipal obligations of California issuers
that are illiquid or have limited marketability.
As used in this Prospectus (excepting the specific reference in the second
paragraph under the caption "General Information"), the phrase "majority of the
Fund's outstanding shares" means the vote of the lesser of (1) 67% of the Fund's
shares present at a meeting of shareholders if the holders of more than 50% of
the outstanding shares are present in person or by proxy at such a meeting or
(2) more than 50% of the Fund's outstanding shares.
SPECIAL CONSIDERATIONS
Special Risk Factors Relating to California Issuers
Because the Fund intends to limit its investments to municipal obligations
which generate interest that is excluded for Federal income tax purposes and
exempt from California personal income tax, you should carefully consider the
special risks inherent in the investment of municipal obligations of California
issuers. Between October 1991 and July 1994 the State of California's bond
ratings were lowered from AAA to A by S&P, from AAA to A by Fitch and from Aaa
to A1 by Moody's. From mid-1990 to late 1993, California experienced its deepest
recession since the 1930's. As a consequence of large budget imbalances, the
State of California has depleted its available cash resources and has had to use
a series of external borrowings to meet its cash needs. Risks also result from
certain amendments to the California Constitution and other statutes that limit
the taxing and spending authority of California governmental entities, as well
as from the general financial condition of the State of California. These
circumstances may have the effect of impairing the ability of California issuers
to pay interest on, or repay the principal of, their municipal obligations. A
more detailed discussion of this subject is contained in the Fund's Statement of
Additional Information. If in the future an adequate supply of municipal
obligations of California issuers ceased to be available, the Fund's Board of
Trustees would consider recommending alternatives to shareholders, such as
changing the Fund's investment objective or liquidating the Fund. The Manager
does not believe that the current economic conditions in California will have a
significant adverse effect on the Fund's ability to invest in municipal
obligations.
Special Risk Factors Relating to Lower Rated Securities,
Zero Coupon Bonds, Pay-in-Kind Bonds and Variable Rate Bonds
You should carefully consider the relative risks of the Fund's retaining
downgraded securities in its investment portfolio. These are bonds such as those
rated Ba or lower by Moody's or BB or lower by S&P, Fitch or Duff. They
generally are not meant for short-term investing and may be subject to certain
risks with respect to the issuing entity and to greater market fluctuations than
certain lower yielding, higher rated fixed-income securities. Bonds rated Ba by
Moody's are judged to have speculative elements; their future cannot be
considered as well assured and often the protection of interest and principal
payments may be very moderate. Bonds rated BB by S&P, Fitch or Duff are regarded
as having predominantly speculative characteristics and, while such obligations
have less near-term vulnerability to default than other speculative grade debt,
they face major ongoing uncertainties or exposure to adverse business, financial
or economic conditions which could lead to inadequate capacity to meet timely
interest and principal payments. Bonds rated CC by S&P, Fitch or Duff are
regarded as having the highest degree of speculation; while such bonds may have
some small degree of quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Bonds rated as low as Caa by Moody's may be in default or may present elements
of danger with respect to principal or interest.
Retention of downgraded bonds rated Ba or lower by Moody's and BB or lower
by S&P, Fitch or Duff, while generally providing greater income and opportunity
for gain than investments in higher rated bonds, usually entail greater risk of
principal and income (including the possibility of default or bankruptcy of the
issuers of such bonds), and may involve greater volatility of price (especially
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during periods of economic uncertainty or change) than investments in higher
rated bonds. However, since yields may vary over time, no specific level of
income can ever be assured. These lower rated, high yielding securities
generally tend to reflect economic changes and short-term corporate and industry
developments to a greater extent than higher rated securities which react
primarily to fluctuations in the general level of interest rates. These lower
rated securities will also be affected by the market's perception of their
credit quality (especially during times of adverse publicity) and the outlook
for economic growth. In the past, economic downturns or an increase in interest
rates have under certain circumstances caused a higher incidence of default by
the issuers of these securities and may do so in the future, especially in the
case of highly leveraged issuers. The prices for these securities may be
affected by legislative and regulatory developments. For example, new Federal
rules require that savings and loan associations gradually reduce their holdings
of high-yield securities. An effect of such legislation may be to significantly
depress the prices of outstanding lower rated high yielding fixed income
securities. Factors adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In addition, the
retail secondary market for these securities may be less liquid than that of
higher rated bonds; adverse conditions could make it difficult at times for the
Fund to sell certain securities or could result in lower prices than those used
in calculating the Fund's net asset value. Therefore, judgment may at times play
a greater role in valuing these securities than in the case of investment grade
fixed income securities, and it also may be more difficult during certain
adverse market conditions to sell these lower rated securities at their fair
value to meet redemption requests or to respond to changes in the market.
The Fund may invest in zero coupon securities and pay-in-kind bonds (bonds
which pay interest through the issuance of additional bonds), which involve
special considerations. These securities may be subject to greater fluctuations
in value due to changes in interest rates than interest-bearing securities and
thus may be considered more speculative than comparably rated interest-bearing
securities. In addition, current Federal income tax law requires the holder of a
zero coupon security or of certain pay-in-kind bonds to accrue income with
respect to these securities prior to the receipt of cash payments. To maintain
its qualification as a regulated investment company and avoid liability for
Federal income taxes, the Fund may be required to distribute income accrued with
respect to these securities and may have to dispose of portfolio securities
under disadvantageous circumstances in order to generate cash to satisfy these
distribution requirements. Fund management anticipates that investments in zero
coupon securities and pay-in-kind bonds will not ordinarily exceed 25% of the
value of the Fund's total assets. (See "Additional Information Relating to Lower
Rated Securities" in the Statement of Additional Information.)
Certain securities that may be purchased by the Fund, such as those with
interest rates that fluctuate directly or indirectly (inverse floaters) based on
multiples of a stated index, are designed to be highly sensitive to changes in
interest rates and can subject the holders thereof to extreme reductions of
yield and possibly loss of principal.
Other Considerations
Because the Fund intends to be as fully invested as practicable in municipal
obligations of California issuers and will not invest in taxable obligations,
there may be occasions when the Fund may hold cash that is not earning income.
In addition, there may be occasions when in order to raise cash to meet
redemptions, the Fund might be required to sell securities at a loss.
The Fund's portfolio is non-diversified (see "Investment Objective and
Policies") and may have greater risk than a diversified portfolio.
CALCULATlON OF YIELD AND PERFORMANCE DATA
The Fund may from time to time include yield information in advertisements
or information furnished to existing or proposed shareholders. The Fund's yield
is computed by dividing the Fund's net investment income per share during a base
period of 30 days, or one month, by the net asset value per share of the Fund on
the last day of such base period. The resulting 30-day yield is then
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annualized pursuant to the bond equivalent annualization method described below.
The Fund's net investment income per share is determined by dividing the Fund's
net investment income during the base period by the average number of shares of
the Fund entitled to receive dividends during the base period. The Fund's 30-day
yield (computed as described above) is then annualized by a computation that
assumes the Fund's net investment income is earned and reinvested for a
six-month period at the same rate as during the 30-day base period and that the
resulting six-month income will again be generated over an additional period of
six months.
The Fund may also advertise from time to time its taxable equivalent yield.
The Fund's taxable equivalent yield is determined by dividing that portion of
the Fund's yield (calculated as described above) that is tax-exempt by one minus
the stated marginal Federal income tax rate and adding the product to that
portion, if any, of the Fund's yield that is not tax-exempt.
The Fund may also furnish to existing or prospective shareholders
information concerning the average annual total return on an investment in the
Fund for a designated period of time. The average annual total return quotation
for a given period is computed by determining the average annual compounded rate
of return that would cause a hypothetical investment made on the first day of
the designated period (assuming all dividends and distributions are reinvested)
to equal the resulting net asset value of such hypothetical investment on the
last day of the designated period.
The yield and average annual total return quotations of the Fund do not take
into account any required payments for Federal or state income taxes.
The Fund's yield and average annual total return will vary from time to time
depending on market conditions, the composition of the Fund's portfolio, and the
Fund's operating expenses. These factors and possible differences in the methods
used in calculating yields and returns should be considered when comparing the
Fund's performance information to information published with respect to other
investment companies and other investment vehicles. Yield and return quotations
should also be considered relative to changes in the value of the Fund's shares
and the risks associated with the Fund's investment objective and policies. At
anytime in the future, yield and return quotations may be higher or lower than
past yield or return quotations, and there can be no assurance that any
historical yield or return quotation will continue in the future.
The Fund may also include comparative performance information in advertising
or marketing the Fund's shares. Such performance information may include data
from Lipper Analytical Services, Inc. and Morningstar, Inc., or other industry
publications.
For more information regarding the computation of yield or average annual
total return quotations, see the Fund's Statement of Additional Information.
PURCHASE OF SHARES
You may purchase shares directly from the Fund without a sales charge on any
day the New York Stock Exchange is open for business. The public offering price
for shares purchased is the net asset value per share of the Fund next
determined after a purchase order becomes effective. Orders for the purchase of
Fund shares become effective (i) immediately, if received prior to 4:00 P.M. New
York time on any business day. Shares being purchased will begin accruing
dividends on the day following the date of purchase and continue to earn
dividends until the date of redemption. Information regarding transmittal of
funds by bank wire and procurement of a Federal Reserve Draft may be obtained
from your bank. All payments (including checks from individual investors) must
be in U.S. dollars. If your check does not clear, Fundamental Shareholder
Services, Inc. will cancel your purchase and you could be liable for any losses
or fees incurred.
The minimum initial purchase is $1,000 and the minimum subsequent purchase
is $100. Subsequent investments are made in the same manner as an initial
purchase is made.
All shares purchased are confirmed to you and credited to your account at
the net asset value determined as described herein under the heading
"Determination of Net Asset Value". Share certificates are issued only on
written request by you to Fundamental Shareholder Services, Inc., Agent, P.O.
Box 1013, Bowling Green Station, New York, New York 10274-1013. There is no
charge for share
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certificates. Certificates are not issued for fractional shares. Certificates
will only be issued in amounts of 1,000 or more shares. The issuance of
certificates may be discontinued at any time without prior notice. The Fund
reserves the right to reject any purchase order. The Fund reserves the right to
limit the number of checks processed at any one time and will notify investors
prior to exercising this right.
Although shares of the Fund may be purchased without a sales charge if you
purchase them directly from the Fund, you may be charged a fee for effecting
transactions in the Fund's shares through securities dealers, banks, or other
financial institutions.
The Fundamental Automatic Investment Program offers a simple way to maintain
a regular investment program. The Fund has waived the initial investment minimum
for you when you open a new account and invest $100 or more per month through
the Fundamental Automatic Investment Program. The Fundamental Automatic
Investment Program allows you to purchase shares (minimum of $50 per
transaction) at regular intervals. Investments are made by transferring funds
directly from your checking, or bank money market account. At your option
investments can be made, once a month on either the fifth or the twentieth day,
or twice a month on both days.
To establish a Fundamental Automatic Investment Program, or to add this
option to your existing account simply complete an authorization form, which can
be obtained by calling 1-800-322-6864. You may cancel this privilege or change
the amount you invest at any time. Initial Program setup and any modifications
may take up to ten days to take effect. There is currently no charge for this
service, and the Fund may terminate or modify this privilege at any time.
Methods of Payment
Payment by Wire: An expeditious method of investing in the Fund is through
the transmittal of Federal funds by bank wire to The Chase Manhattan Bank, N.A.
(the "Bank"). Federal funds transmitted by bank wire to the Bank and received by
it prior to 4:00 P.M. New York time are priced at the net asset value determined
on such day. Federal funds received after 4:00 P.M. New York time will be
available on the next business day. Funds other than Federal funds transmitted
by bank wire may or may not be converted into Federal funds on the day received
by the Bank depending upon the time the funds are received and the bank wiring
the funds. We encourage you to make payment by wire in Federal funds. The Fund
will not be responsible for delays in the wiring system.
To purchase shares by wiring funds, instruct a commercial bank to wire your
money to: The Chase Manhattan Bank, N.A., ABA#021000021, Credit to: United
States Trust Company of New York, A/C#920-1-073195, Further credit to:
Fundamental Family of Funds, A/C#2073919. Instructions for new accounts should
specify the name, address, and social security number of each person in whose
name the shares are to be registered and the name of the Fund. If you are an
existing shareholder, you need only furnish your account number and the name of
the Fund. Failure to submit required information may delay investment.
Payment by Mail: Purchase orders for which remittance is to be made by check
may be submitted directly by mail or otherwise to Fundamental Shareholder
Services, Inc., Agent, P.O. Box 1013, Bowling Green Station, New York, New York
10274-1013. Checks should be made payable to Fundamental Family of Funds.
When opening a new account, you must enclose a completed purchase
application. If you are an existing shareholder, you should enclose the
detachable stub from a monthly account statement you have received or otherwise
indicate your account number and the name of the Fund.
Personal Delivery: For personal delivery instructions, please call the Fund
at (800) 322-6864.
Exchange for Municipal Securities: If you own municipal obligations meeting
the criteria for investment by the Fund, you may exchange such securities for
shares of the Fund. All such exchanges are discretionary with the Fund. If you
desire to make such an exchange, you should contact the Fund prior to delivering
any securities in order to establish that the securities are acceptable for
exchange, to determine what transaction charges, if any, may be imposed and to
obtain delivery instructions for such securities. The value of the securities
being exchanged will be determined in the same manner as the value of the Fund's
portfolio securities is determined (see "Determination of Net Asset Value"); the
specific method of determining the value will be provided to you on request.
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The Fund reserves the right to refuse any such exchange, even if the securities
offered by an investor meet the general investment criteria of the Fund. A
capital gain or loss for Federal income tax purposes may be realized by the
investor following the exchange. Maturing bonds or detached coupons submitted
within five (5) business days of the payment date are credited on the payment
date.
Exchange Privilege: For your convenience, the Exchange Privilege permits you
to purchase shares in any of the other funds for which Fundamental Portfolio
Advisors, Inc. acts as the investment manager in exchange for shares of the Fund
at respective net asset values per share. Exchange instructions must be given in
writing to Fundamental Shareholder Services, Inc., Agent, P.O. Box 1013, Bowling
Green Station, New York, New York 10274-1013, the Fund's transfer agent, and
must specify the number of shares of the Fund to be exchanged (such shares must
have a current value of at least $1,000) and the fund into which the exchange is
being made. If you have previously established a Telephone Exchange Privilege,
you may telephone exchange instructions by calling Fundamental Shareholder
Services, Inc. However, there are other considerations with respect to losses
resulting from unauthorized telephone transactions. For more detail, see
"Redemption of Shares-Telephone Redemption Privilege." Before any exchange, you
must obtain, and should review, a copy of the current prospectus of the fund
into which your exchange is being made. Prospectuses may be obtained by calling
or writing the Fund.
The Exchange Privilege is only available in those states where such exchange
can legally be made and exchanges may only be made between accounts with
identical account registration and account numbers. Prior to effecting an
exchange, you should consider the investment policies of the fund in which you
are seeking to invest. Any exchange of shares is, in effect, a redemption of
shares in one fund and a purchase of the other fund. You may realize a capital
gain or loss for Federal income tax purposes in connection with an exchange. The
Exchange Privilege may be modified or terminated by the Fund at any time without
notice.
REDEMPTION OF SHARES
Shares of the Fund are redeemable at your option without charge at the next
determined net asset value following receipt by Fundamental Shareholder
Services, Inc. of a redemption request in proper order. To effect a redemption,
you may utilize the Check Redemption Privilege, the Telephone Redemption
Privilege, the Expedited Redemption Privilege, or the regular redemption
procedure. Due to the cost of maintaining an account, the Fund reserves the
right to redeem an account involuntarily, on not less than 60 days' written
notice, at any time an investor has reduced his or her account to less than
$100. During the 60-day period, a shareholder may increase his or her holdings
to $100 or more, and thereby avoid an involuntary redemption.
When redemption requests are received by Fundamental Shareholder Services,
Inc. by 4:00 P.M. New York time on any day during which the net asset value is
determined (see "Determination of Net Asset Value"), the redemption will be
effective on such day, and payment will be made on the next business day based
on the net asset value next determined after receipt of the redemption
instruction. If a redemption notice is received after 4:00 P.M. New York time,
the redemption will be effective on the next business day, and payment will be
made thereafter on the second business day. In the event you wish to liquidate
your holdings, you will be entitled to all dividends declared through the date
of redemption. At times, the Fund may be requested to redeem shares for which it
has not yet received good payment. The Fund may delay, or cause to be delayed,
the mailing of a redemption check until such time as it has assured itself that
good payment has been received from the purchase of such shares, which may take
up to 15 days. In the case of payment by check, the determination of whether the
check has been paid by the paying institution generally takes up to seven days,
but may take longer. You may avoid this delay by purchasing shares by wire or by
using a certified or official bank check drawn on a U.S. bank. In the event of
delays in payment of redemption proceeds, the Fund will take all available steps
to expedite collection of the investment check. If shares were purchased by
check, you may write checks against such shares only after 15 days from the date
the purchase was executed. Shareholders who draw against shares purchased fewer
than 15 days from the date of original purchase, will be charged usual and
customary bank fees. The Fund reserves the right to suspend the right of
redemption or postpone the day of payment (1) during any period when the New
York Stock Exchange is closed (other than customary weekend and holiday
closings), (2) when the trading markets normally used by the Fund are restricted
or an emergency exists as determined by the Securities and
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Exchange Commission (the "Commission") as to make the disposal of the Fund's
investments or determination of its net asset value unreasonably impracticable,
or (3) for such other periods as the Commission by order may permit to protect
the Fund's shareholders.
You may realize a taxable capital gain or loss when shares are redeemed,
depending on their net asset value. On all redemption requests (including
redemption checks) for joint accounts, the signatures of all joint owners are
required unless shareholders have designated otherwise.
Check Redemption Privilege
You may request that the Fund provide you with redemption checks ("Checks")
drawn on the Fund's account by either (i) completing the appropriate section of
the application order form or (ii) subsequent written request to the Fund. These
Checks will be sent only to the individuals in whose name the account is
registered and only to the address of record with the Fund. You may use the
Checks in any lawful manner and make them payable to the order of any person or
company in an amount of $100 or more. Dividends continue to be earned until the
Check clears the Fund account and is paid by Fundamental Shareholder Services,
Inc. The Fund may delay, or cause to be delayed, payment of redemption proceeds
until such time as it or Fundamental Shareholder Services, Inc. has assured
itself that good payment has been collected for the purchase of such shares. In
addition, the Fund reserves the right not to honor Check redemption requests if
the shares to be redeemed have been purchased by check within seven days prior
to the date the redemption request is received by Fundamental Shareholder
Services, Inc. unless the check used for investment has been cleared for payment
by your bank. You will be subject to the same rules and regulations that the
Bank applies to checking accounts in general. There is currently no charge to
you for the use of Checks, except that a fee may be imposed by Fundamental
Shareholder Services, Inc. if an investor requests that it stop payment of a
Check or if it cannot honor a Check due to insufficient funds or other valid
reasons.
When a Check is presented to Fundamental Shareholder Services, Inc. for
payment, Fundamental Shareholder Services, Inc., as your agent, will cause the
Fund to redeem a sufficient number of shares in your account to cover the amount
of the Check. Shares for which certificates have been issued may not be redeemed
by Check. Since the net asset value of the Fund's shares changes daily, you
should make certain that the total value of your account is sufficient to cover
the amount of your Check. Otherwise, the Check will be returned marked
insufficient funds. Checks may not be used to close an account. The Check
Redemption Privilege may be modified or terminated at any time by either the
Fund or Fundamental Shareholder Services, Inc.
Telephone Redemption Privilege
You may direct redemptions of up to $150,000 worth of shares per day by
telephone by either (i) completing the appropriate section of the application
form or (ii) subsequent signature guaranteed* written request. Telephone calls
may be recorded. Fundamental Shareholder Services, Inc. will act on instructions
that it reasonably believes to be genuine. The proceeds of the redemption will
only be mailed to the address of record with the Fund, provided that your
account registration has not changed within the last 30 days. The Fund reserves
the right to refuse a telephone redemption and may limit the amount and
frequency. The Telephone Redemption Privilege may be modified or terminated at
any time by either the Fund or Fundamental Shareholder Services, Inc.
Neither the Fund nor its transfer agent will be liable for following
instructions that they reasonably believe to be genuine. It is the Fund's policy
to provide that a written confirmation statement of all telephone call
transactions be mailed to shareholders at their address of record within three
business days after the telephone call transaction. You should verify the
accuracy of telephone call transactions immediately upon receipt of your
confirmation statement. As a result of this policy, you will bear the risk of
loss in the event of a fraudulent telephone exchange or redemption transaction.
_______
*A signature guarantee must be from an eligible guarantor institution approved
by Fundamental Shareholder Services, Inc. Signature guarantees in proper form
generally will be accepted from domestic banks, a member of a national
securities exchange, credit unions and savings associations, as well as from
participants in the Securities Transfer Agents Municipal Program ("STAMP"). If
you have any questions with respect to signature guarantees, please call the
transfer agent at (800) 322-6864.
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Expedited Redemption Privilege
Requests for expedited redemption may be made by wire, letter or telephone
if you have previously filed with Fundamental Shareholder Services, Inc. a
signed telephone authorization form available from the Fund. If the request is
for more than $5,000, proceeds of the expedited redemption will be transferred
by Federal Reserve wire to the bank specified in the authorization form or to a
correspondent bank if your bank is not a member of the Federal Reserve System.
If the correspondent bank fails to notify your bank immediately, there could be
a delay in crediting the funds to your bank account. Proceeds of less than
$5,000 will be mailed to your address. The Fund reserves the right to refuse an
expedited redemption and may limit the amount and frequency. This procedure may
be modified or terminated at any time without prior notice by either the Fund or
Fundamental Shareholder Services, Inc. Any time funds are wired by the Bank, the
proceeds of redemption may be subject to the deduction of the Bank's usual and
customary charges for wiring funds.
In order to qualify to use the Expedited Redemption Privilege, you must
complete the appropriate portion of the new account application and your initial
payment for purchase of the Fund's shares must be drawn on, and redemption
proceeds paid to, the same bank and account as designated on the application.
In order to change the commercial bank or account designated to receive the
redemption proceeds, you must send a written request to Fundamental Shareholder
Services, Inc., Agent, Bowling Green Station, P.O. Box 1013, New York, New York
10274-1013. Such request must be signed by each shareholder with each signature
guaranteed by an eligible guarantor (see above).
Regular Redemption Procedure
You may redeem your shares by sending a written request, together with duly
endorsed share certificates, if any, to Fundamental Shareholder Services, Inc.,
Agent, P.O. Box 1013, Bowling Green Station, New York, New York 10274-1013. All
certificates and all written requests for redemption must be endorsed by you.
For redemptions exceeding $50,000 (and for all written redemption requests,
regardless of amount, made within 30 days following any change in account
registration), your endorsement must be signature guaranteed, as described
above. Fundamental Shareholder Services, Inc. may, at its option, request
further documentation from corporations, executors, administrators, trustees or
guardians. If requested, redemption proceeds of more than $5,000 will be wired
into any member bank of the Federal Reserve System. However, such transaction
may be subject to a deduction of the Bank's usual and customary charges for
wiring funds. The Fund will accept other suitable verification arrangements for
foreign investors. Redemptions by mail will not become effective until all
documents in the form required have been received by Fundamental Shareholder
Services, Inc.
How to Transfer Shares
Shares may be transferred from one person to another by sending to
Fundamental Shareholder Services, Inc. a written request for such transfer,
signed by the registered owner(s) exactly as the account is registered with each
signature guaranteed as described above, with (i) the name(s) of the new
registered owner(s), (ii) the social security number or taxpayer identification
number for the new registration, and (iii) the redemption option elected. If the
shares being transferred are represented by certificates in the possession of
the investor, such certificates, properly signed with signature guarantees, must
also be forwarded to Fundamental Shareholder Services, Inc. In addition,
Fundamental Shareholder Services, Inc. reserves the right to request any
additional documents that may be required for transfer by corporations,
executors, administrators, trustees, and guardians.
Reopening an Account
You may reopen an account with a minimum investment of $100 or more without
filing a new application form during the year in which your account was closed
or during the following calendar year, provided that the information on your
original form is still applicable. The Fund may require you to file a statement
that all information on the original account application form remains
applicable.
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<PAGE>
DETERMINATION OF NET ASSET VALUE
The net asset value per share is determined as of the close of trading on
the New York Stock Exchange (currently 4:00 p.m., New York time) on each day
that both the New York Stock Exchange and the Fund's custodian bank are open for
business and on any other day during which there is a sufficient degree of
trading in the Fund's portfolio securities that the Fund's net asset value might
be materially affected by changes in the value of its portfolio securities,
unless there have been no shares tendered for redemption or orders to purchase
shares received. The net asset value per share is computed by taking the value
of all assets of the Fund, subtracting the liabilities of the Fund, and dividing
by the number of outstanding shares. For purposes of determining net asset
value, expenses of the Fund are accrued daily and taken into account.
The Fund's portfolio securities are valued on the basis of prices provided
by an independent pricing service when, in the opinion of persons designated by
the Fund's trustees, such prices are believed to reflect the fair market value
of such securities. Prices of non-exchange traded portfolio securities provided
by independent pricing services are generally determined without regard to bid
or last sale prices but take into account institutional size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data. Securities traded or dealt in
upon a securities exchange and not subject to restrictions against resale are
valued at the last quoted sales price, or, in the absence of a sale, at the mean
of the last bid and asked prices. Money market and short-term debt instruments
with a remaining maturity of 60 days or less will be valued on an amortized cost
basis. Municipal daily or weekly variable rate demand instruments will be priced
at par value plus accrued interest. Securities not priced in a manner described
above and other assets are valued by persons designated by the Fund's trustees
using methods which the trustees believe accurately reflects fair value. The
prices realized from the sale of these securities could be less than those
originally paid by the Fund or less than what may be considered the fair value
of such securities.
Included in the portfolio securities of the Fund in determining net asset
value is the value of all when-issued securities that the Fund has committed
itself to purchase. However, the Fund's ability to purchase such securities
remains constant (see "Investment Objective and Policies").
DISTRIBUTION EXPENSES
The Board of Trustees and shareholders of the Fund have approved a plan of
distribution under Rule 12b-1 of the 1940 Act (the "Plan"). Pursuant to the
Plan, the Fund may pay certain promotional and advertising expenses and may
compensate certain registered securities dealers and financial institutions for
services provided in connection with processing orders for the purchase or
redemption of Fund shares, and for furnishing other shareholder services.
Payments by the Fund shall not, in the aggregate, in any fiscal year of the
Fund, exceed one-half of 1% of daily net assets of the Fund for expenses
incurred in distributing and promoting the Fund's shares. The Plan will make
payments only for expenses actually incurred by such dealers and financial
institutions. The Plan will not carry over expenses from year to year, and if
the Plan is terminated in accordance with its terms, the obligation of the Fund
to make payments pursuant to the Plan will cease and the Fund will not be
required to make any payments for expenses incurred after the date the Plan
terminates. The Fund may enter into shareholder processing and service
agreements ("Shareholder Service Agreements") with any securities dealer who is
registered under the Securities Exchange Act of 1934 and is a member in good
standing of the National Association of Securities Dealers, Inc., and with banks
and other financial institutions that may wish to establish accounts or
sub-accounts on behalf of their customers ("Shareholder Service Agents"). The
Fund may pay such Shareholder Service Agents for their services, and to cover
expenses in connection with advertising, sales literature and other promotional
materials on behalf of the Fund, and the fees payable therefor will be reviewed
quarterly by the Fund's Board of Trustees. See "Distribution Plan" in the Fund's
Statement of Additional Information for more details.
On April 16, 1987, the Board of Trustees of the Fund, including a majority
of the disinterested trustees who have no direct or indirect financial interest
in the operation of the Plan or any agreements relating thereto, authorized the
Fund to enter into an agreement with Fundamental Service Corporation, a Delaware
corporation, under the Plan. The agreement provides that the Fund may
16
<PAGE>
pay the usual and customary agency's commission to Fundamental Service
Corporation for producing and placing Fund advertising in newspapers, magazines,
or other periodicals or on radio or television. In addition to the foregoing,
the Fund may pay Fundamental Service Corporation for marketing research and
promotional services specifically relating to the distribution of Fund shares,
including employment expenses of personnel primarily responsible for responding
to inquiries from prospective investors.
The Plan shall continue each year if specifically approved annually by the
Board of Trustees of the Fund and the affirmative vote of a majority of the
trustees who are not interested persons of the Fund, and with no direct or
indirect financial interest in the Plan, by votes cast in person at a meeting
called for such purpose. The Plan may not be amended to increase the maximum
amount of payments by the Fund without shareholder approval, and all material
amendments to the provisions of the Plan must be approved by a vote of the Board
of Trustees and the trustees who have no direct or indirect interest in the
Plan, cast in person at a meeting called for the purpose of such vote.
The Plan provides that Fund management shall provide, and the independent
trustees shall review, quarterly reports setting forth the amounts expended
pursuant to the Plan and the purpose for which the amounts were expended. It
further provides that while the Plan is in effect, the selection and nomination
of those trustees of the Fund who are not interested persons of the Fund, is
committed to the discretion of the independent trustees. During the year ended
December 31, 1995, the Fund incurred expenses amounting to $51,029 under the
Plan, including $29,221 paid to Fundamental Service Corporation under the Plan.
The Glass-Steagall Act and other applicable laws, among other things,
generally prohibit Federally chartered or supervised banks from engaging in the
business of underwriting, selling, or distributing securities. Accordingly, the
Fund will engage banks as Shareholder Service Agents to perform only
administrative and shareholder servicing functions. While the matter is not free
from doubt, Fund management believes that such laws should not preclude a bank
from acting as a Shareholder Service Agent performing the above-referenced
administrative and shareholder servicing functions. However, judicial or
administrative decisions or interpretations of such laws, as well as changes in
either Federal or state statutes or regulations relating to the permissible
activities of banks or their subsidiaries or affiliates, could prevent a bank
from continuing to perform all or part of its servicing activities. If a bank
were prohibited from so acting, shareholder clients would be permitted to remain
as Fund shareholders and alternative means for continuing the servicing of such
shareholders would be sought. In such event, changes in the operation of the
Fund might occur, and shareholders serviced by such bank might no longer be able
to avail themselves of services then being provided by such a bank. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.
MANAGEMENT
Pursuant to a proposal to externalize the portfolio management of the Fund,
the Fund's Board of Trustees on October 1, 1986, approved the appointment of
Fundamental Portfolio Advisors, Inc. as investment manager of the Fund. At a
meeting of shareholders of the Fund held on January 26, 1987, shareholders
approved a Management Agreement (the "Original Agreement") with Fundamental
Portfolio Advisors, Inc. (the "Manager"). A new Management Agreement (the
"Current Agreement"), which is substantially identical to the Original Agreement
and was adopted by the Board of Trustees on November 10, 1988, was approved by
shareholders on April 27, 1989.
The Current Agreement between the Fund and the Manager provides that the
Manager shall, at its own expense, furnish to the Fund office space in the
offices of the Manager or in such other place as may be agreed upon from time to
time, and all necessary office facilities, equipment and personnel for managing
the affairs and investments and supervising the keeping of the Fund's books and
shall arrange, if desired by the Fund, for all directors and executive officers
of the Manager's organization to serve as officers or trustees of the Fund.
Under the terms of the Current Agreement, the Manager assumes and shall pay or
reimburse the Fund for (1) the compensation (if any) of the trustees of the Fund
who are affiliated with, or "interested persons" of, the Manager and all
officers of the Fund as such; and (2) all expenses not specifically assumed by
the Fund where such expenses are incurred by the Manager or by the Fund in
connection with the management of the investment and reinvestment of the assets
of the Fund, and the management of the affairs of the Fund.
17
<PAGE>
Under the terms of the Current Agreement, the following expenses, among
others, incurred in the operation of the Fund, will be borne by the Fund: (1)
charges and expenses for determining from time to time the value of the net
assets of the Fund and the keeping of its books and records; (2) charges and
expenses of auditors; (3) charges and expenses of any custodian, transfer agent,
plan agent, dividend-disbursing agent, and registrar appointed by the Fund; (4)
brokers' commissions, and issue and transfer taxes, chargeable to the Fund in
connection with securities transactions to which the Fund is a party; (5)
insurance premiums, interest charges, dues and fees for membership in trade
associations, and all taxes and fees payable by the Fund to Federal, state, or
other governmental agencies; (6) the cost of share certificates representing
shares of the Fund; (7) fees and expenses involved in registering and
maintaining registrations of the Fund and of its shares with the Commission,
including the preparation of prospectuses for filing with the Commission and any
application for exemption whether or not relating to, or directed toward, the
sale of the Fund's shares; (8) all expenses of shareholders' and trustees'
meetings and of preparing, printing, and distributing notices, proxy statements,
and all reports to shareholders and to governmental agencies; (9) charges and
expenses of legal counsel to the Fund; (10) compensation of those trustees of
the Fund as such who are not affiliated with or "interested persons" of the
Manager or the Fund (other than as trustees); (11) fees and expenses incurred
pursuant to a plan adopted pursuant to Rule 12b-1 under the 1940 Act; and (12)
such nonrecurring or extraordinary expenses as may arise, including litigation
affecting the Fund and any indemnification by the Fund of its trustees,
officers, employees, or agents with respect thereto.
Pursuant to the Current Agreement, the Manager will provide the Fund with
advice and recommendations in the choice of investments and will execute the
Fund's security transactions. These services will be under the supervision of
Mr. Vincent J. Malanga, as trustee, president-treasurer, and chief executive
officer of the Fund. The Current Agreement provides that the Manager shall,
subject to the supervision of the Board of Trustees of the Fund, generally
attend, direct, and manage the affairs of the Fund. In consideration for such
services, the Fund has agreed to pay the Manager an annual fee, accrued daily
and paid monthly, at the following rate on the average daily closing net asset
value of the Fund:
Net Asset Value Annual Rate
_________________________________________________________________________
For assets up to $100,000,000 50/100 of 1%
For assets in excess of $100,000,000 up to $200,000,000 48/100 of 1%
For assets in excess of $200,000,000 up to $300,000,000 46/100 of 1%
For assets in excess of $300,000,000 up to $400,000,000 44/100 of 1%
For assets in excess of $400,000,000 up to $500,000,000 42/100 of 1%
For assets in excess of $500,000,000 40/100 of 1%
Under the Current Agreement, the Manager is required to reimburse to the
Fund an amount not exceeding the amount of fees payable to the Manager under the
Current Agreement for any fiscal year, if, and to the extent that, the aggregate
operating expenses of the Fund for any fiscal year (including the fees payable
to the Manager, but excluding interest expenses, taxes, brokerage fees and
commissions, extraordinary expenses beyond the control of the Manager and other
fees and expenses properly excludable from the definition of "aggregate annual
expenses" under California law) exceeds any expense limitation imposed under
California law.
The percentage limitation includes the advisory fee but generally excludes
interest, taxes, service and distribution fees, brokerage fees and,
extraordinary expenses. These expense limitations may be raised or lowered from
time to time. Presently, the expense limitation is : 2-1/2% of the first
$30,000,000 of average net assets of the Fund, 2% of the next $70,000,000 of
average net assets and 1-1/2% of average net assets in excess of $100,000,000
during the applicable year. During any year, the Manager will be bound by the
most stringent applicable requirements of any state in which a Fund has
registered its shares for sale.
The Current Agreement terminates upon assignment and may be terminated
without penalty on 60 days' written notice by a vote of the majority of the
Fund's Board of Trustees or by the holders of a majority of the Fund's
outstanding shares. Unless earlier terminated as described above, the Current
Agreement will continue in effect from year to year if its continuance is
approved at least annually (1) by the Board of Trustees of the Fund or the vote
of the holders of a majority of the outstanding shares of the Fund and (2) in
18
<PAGE>
either event, by a majority of the trustees of the Fund who are not parties to
the Current Agreement or "interested persons" of any such party, by votes cast
in person at a meeting called for the purpose of voting on such approval.
For further information concerning the management of the Fund, see the
Fund's Statement of Additional Information under the caption "Management of the
Fund."
Portfolio Brokerage
It is the Fund's policy to seek execution of its purchases and sales at the
most favorable prices through responsible broker-dealers and in agency
transactions, at competitive commission rates. The Fund's brokerage allocation
policy may permit the Fund to pay a broker-dealer which furnishes research
services a higher commission than that which might be charged by another
broker-dealer which does not furnish research services, provided that such
commission is deemed reasonable in relation to the value of the services
provided by such broker-dealer (see the Fund's Statement of Additional
Information for a complete discussion of the Fund's brokerage allocation
policy). It is not the Fund's practice to allocate principal business on the
basis of sales of Fund shares which may be made through brokers or dealers,
although broker-dealers effecting purchases of Fund shares for their customers
may participate in principal transactions or brokerage allocation. The Fund may,
however, allocate principal business or brokerage to obtain for the benefit of
the Fund services that the Fund would otherwise have to pay for directly.
DIVIDENDS AND TAX STATUS
Dividends and Distributions
All of the Fund's net investment income, consisting of interest income
accrued less all expenses, is calculated daily and declared as a dividend to
shareholders of record of the Fund at the close of business on the previous day.
Dividends are distributed monthly. Net capital gains, if any, will normally be
distributed annually, before the close of the Fund's tax year and prior to
filing the Fund's tax return.
Dividends and capital gains distributions are normally paid in additional
shares of the Fund. If you wish to receive dividends or distributions in cash,
you must file an election with Fundamental Shareholder Services, Inc., which
election will remain in effect until Fundamental Shareholder Services, Inc. is
notified by you in writing to change the election, at least ten (10) days prior
to payment date.
Taxes
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Code. If the Fund so qualifies, it will not pay any Federal
corporate income taxes on net investment taxable income or net realized capital
gains which are distributed to investors in a timely manner. If the Fund fails
to meet certain distribution requirements at the end of the calendar year, the
Fund will be subject to a 4% excise tax on a portion of its undistributed
taxable income. The Fund intends to make distributions in a timely manner and,
accordingly, does not expect to be subject to Federal income taxes or the 4%
excise tax.
Distributions by the Fund of its tax-exempt interest income (net of
expenses) are designated as exempt-interest dividends and shareholders should
exclude the interest from their gross income for Federal income tax purposes. It
is a policy of the Fund to maximize the percentage of distributions to
shareholders that are not subject to Federal income taxes. However, a small
portion of the Fund's net investment income may under certain circumstances be
taxable, and distributions thereof, as well as distributions of any capital
gains, are taxable to shareholders. Distributions by the Fund of any taxable net
investment income and of any net short-term capital gains over its net long-term
capital loss are taxable to shareholders as ordinary income. Such distributions
constitute dividends for Federal income tax purposes but do not qualify for the
70% dividends-received deduction for corporations. Distributions of any net
capital gain are designated as capital gain dividends and are taxable as
long-term capital gains without regard to the length of time the shareholder has
held shares of the Fund. If an investor sells shares held for six months or less
at a loss, the loss will be disallowed
19
<PAGE>
to the extent of any exempt-interest dividends received on the shares and (to
the extent not disallowed) will be treated as a long-term capital loss to the
extent of any capital gain dividends received on the shares.
Tax-exempt interest on specified private activity bonds issued after August
7, 1986 is treated as a tax preference item for purposes of the Federal
alternative minimum tax ("AMT"). Thus, corporate and individual shareholders may
incur an AMT liability as a result of receiving exempt-interest dividends from
the Fund to the extent such dividends are attributable to interest from such
private activity bonds. In addition, because all exempt-interest dividends are
included in a corporate shareholder's adjusted current earnings (which are used
in computing a separate preference item for corporations), corporate
shareholders may incur an AMT liability as a result of receiving exempt-interest
dividends from the Fund. For a description of the AMT, see the Fund's Statement
of Additional Information under the caption "Tax Matters."
Although exempt-interest dividends are excludable from gross income for
Federal income tax purposes, shareholders are required to report the receipt of
exempt-interest dividends, together with other tax-exempt interest, on their
Federal income tax returns. In addition, exempt-interest dividends must be taken
into account in computing the portion, if any, of social security or railroad
retirement benefits that must be included in an individual shareholder's gross
income and subject to Federal income tax. Further, a shareholder of the Fund is
denied a deduction for interest on indebtedness incurred or continued to
purchase or carry shares of the Fund. Moreover, a shareholder who is (or is
related to) a "substantial user" of a facility financed by industrial
development bonds held by the Fund will likely be subject to tax on dividends
paid by the Fund which are derived from interest on such bonds.
Distributions to shareholders will be treated in the manner described above
whether received in cash or reinvested in additional shares of the Fund. In
general, distributions by the Fund are taken into account by the shareholders in
the year in which they are made. However, certain distributions made during
January will be treated as having been paid by the Fund and received by the
shareholders on December 31 of the preceding year.
Under the backup withholding rules of the Code, certain shareholders may be
subject to 31% withholding of Federal income tax on ordinary income dividends,
capital gain dividends and redemption payments made by the Fund. In order to
avoid this backup withholding, a shareholder must provide the Fund with a
correct taxpayer identification number (which for an individual is usually his
or her social security number) and certify that it is a corporation or otherwise
exempt from or not subject to backup withholding.
The exclusion from gross income for Federal income tax purposes of
exempt-interest dividends does not necessarily result in exclusion under the
income or other tax laws of any state or local taxing authority. However, so
long as the Fund holds, at the end of each fiscal quarter, at least 50% of the
value of its assets in municipal bonds issued by the State of California or its
political subdivisions, the exempt-interest dividends paid by the Fund, to the
extent derived from interest on such California municipal bonds, will be exempt
from California personal income taxes for a California resident shareholder (and
for estates and trusts subject to the California personal income tax, such as
private or probate trusts, but not business or commercial trusts).
Exempt-interest dividends will not be excluded in determining California
franchise taxes applicable to corporations or financial institutions. You are
advised to consult with your tax advisors concerning the application of state
and local taxes to an investment in the Fund, which may differ from the Federal
income tax consequences heretofore described.
Statements regarding the tax status of distributions by the Fund will be
mailed annually by Fundamental Shareholder Services, Inc. In the event that a
distribution may not be wholly excludable from gross income for Federal income
tax purposes or exempt from California personal income taxes, the statement will
provide information about the tax-exempt percentage, which may vary from
distribution to distribution.
The foregoing discussion is for general information only. A prospective
shareholder should also review the more detailed discussion of Federal income
tax considerations contained in the Fund's Statement of Additional Information
under the caption "Tax Matters." In addition, each prospective shareholder
should consult with his or her own tax advisor as to the tax consequences of an
investment in the Fund.
20
<PAGE>
GENERAL INFORMATION
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote to elect trustees and on
the other matters submitted to meetings of shareholders. Annual meetings of
shareholders are not contemplated by the Fund, but shareholder meetings may be
called and held when necessary and desirable. The Fund's shareholders have the
right, on declaration in writing or vote of more than two-thirds of the Fund's
outstanding shares, to remove a trustee. The Fund's trustees will call a meeting
of shareholders to vote on removing a trustee on the written request of the
record holders of 10% of the Fund's shares. In addition, ten (10) shareholders
of the Fund holding the lesser of $25,000 worth or 1% of the Fund's shares may
advise the trustees in writing that they wish to communicate with other
shareholders for the purpose of requesting a meeting to remove a trustee. The
trustees will then either give the applicants access to the shareholder list or,
if requested by the applicants, mail at the applicants' expense the applicants'
communication to all other shareholders.
No amendment may be made to the Fund's Declaration of Trust without the
affirmative vote of the holders of a majority of the Fund's outstanding shares.
The holders of shares have no preemptive or conversion rights. Shares, when
issued, are fully paid and non-assessable except as set forth in the Fund's
Statement of Additional Information under the caption "Additional Information
about the Organization of the Fund." The Trust may be terminated on the sale of
its assets to another issuer if such sale is approved by the vote of the holders
of a majority of the outstanding shares or on liquidation and distribution of
the Fund's assets, if approved by the holders of a majority of the outstanding
shares. If not so terminated, the Trust will continue indefinitely. (As used in
this paragraph, "a majority of the outstanding shares" means an actual majority
of such shares, which differs from a majority shareholder vote as previously
defined.)
The Fund is a Massachusetts business trust and, subject to their fiduciary
duties arising in connection therewith, trustees of the Fund are responsible for
overall management of the business and affairs of the Fund. The Fund's governing
instrument, the Declaration of Trust, provides that the trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in such
document protects a trustee against any liability to which he or she would
otherwise be subject to by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties involved in the conduct of his or
her office.
Annual and semi-annual reports of the Fund, together with the list of
securities held by the Fund in its portfolio, are mailed to each shareholder.
The Code of Ethics of Fundamental Portfolio Advisors, Inc. and the Fund
prohibits all affiliated personnel from engaging in personal investment
activities which compete with or attempt to take advantage of the Fund's planned
portfolio transactions. The objective of the Code of Ethics of both the Fund and
Fundamental Portfolio Advisors, Inc. is that their operations be carried out for
the exclusive benefit of the Fund's shareholders. Both organizations maintain
careful monitoring of compliance with the Code of Ethics.
The custodian for the assets of the Fund is The Chase Manhattan Bank, N.A.
Fundamental Shareholder Services, Inc. performs all services in connection with
the transfer of the shares of the Fund. Shareholder inquiries should be directed
to Fundamental Shareholder Services, Inc. by calling (800) 322-6864.
Litigation
The Fund was named as a defendant in a class action lawsuit: Sedrak v. The
California Muni Fund, et al., United States District Court, Southern District of
California (which has been transferred to the United States District Court,
Southern District of New York). Also named as defendants in this action were the
Manager, Fundamental Service Corporation, and alleged control persons of the
Fund.
The suit was filed in August of 1994 and alleged that the Fund invested in
certain financial instruments, primarily "derivatives," that were inconsistent
with the Fund's stated objectives as set forth in its prospectus. The suit
claimed that defendants are liable under Sections 11 and/or 12 of the Securities
Act of 1933 because there existed material misstatements or omissions in the
prospectus
21
<PAGE>
that rendered it misleading. This suit also claimed that defendants are liable
under Section 10(b) of the Securities and Exchange Act of 1934 (and Rule 10b-5
promulgated thereunder) for making material misstatements or omissions in
connection with the purchase or sale of securities. The action also alleged
common law claims, including fraud.
By Stipulation of Settlement dated April 5, 1996, a settlement requiring
court approval was reached with the plaintiffs. If approved by the Court, the
settlement will require a payment of approximately $500,000 or more under
certain future circumstances by the Fund's investment adviser to the class
members as set forth in the Stipulation of Settlement. Under no circumstances
will the settlement result in any liability or cost to the Fund or its
shareholders. The settlement will, however, result in the dismissal of the
lawsuit and a release from liability issuing in favor of all defendants
including the Fund. The Stipulation of Settlement also expressly states that the
settlement does not constitute an admission of wrongdoing by the Fund or any of
the other defendants. By Class Action Settlement Notice Order entered by the
Court on April 15, 1996, the Court ordered, among other things, that a hearing
on the settlement will occur on July 17, 1996. If the settlement is not
successfully concluded, the Fund intends to contest the litigation vigorously.
This Prospectus omits certain information contained in the Fund's
Registration Statement, filed with the Securities and Exchange Commission.
Copies of the Registration Statement, including items omitted herein, may be
obtained from the Commission by paying the charges prescribed under its rules
and regulations. The Fund's Statement of Additional Information included in such
Registration Statement may be obtained without charge from the Fund.
_______________________________________
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(LEFT COLUMN)
THE CALIFORNIA MUNI FUND
90 Washington Street
New York NY 10006
1-800-225-6864
Transfer Agent
Fundamental Shareholder Services, Inc.
P.O. Box 1013
New York, NY 10274
1-800-322-6864
Counsel to the Fund
Kramer, Levin, Naftalis, Nessen
Kamin &Frankel
New York, New York
Independent Auditors
McGladrey & Pullen, LLP
New York, New York
No person has been authorized to give any information or
to make any representations other than those contained in
this Prospectus and in the Funds official sales literature in
connection with the offer of the Funds shares, and, if
given or made, such other information or representations
must not be relied upon as having been authorized by the
Fund. This Prospectus does not constitute an offer in any
State in which, or to any person to whom, such offering
may not lawfully be made.
(RIGHT COLUMN)
THE CALIFORNIA MUNI FUND
Prospectus
April 25, 1996
FUNDAMENTAL
Family of Funds
THE CALIFORNIA MUNI FUND
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE CALIFORNIA MUNI FUND
P.O. Box 1013
Bowling Green Station
New York, New York 10274-1013
(800) 322-6864
This Statement of Additional Information is not a Prospectus and should be read
in conjunction with a Prospectus which may be obtained by writing to the Fund at
the above address, or by calling the Fund at the above telephone number.
Shareholder inquiries may also be placed through this number.
THIS STATEMENT IS DATED APRIL 25, 1996 AND
SUPPLEMENTS THE FUND'S PROSPECTUS OF THE SAME DATE.
<PAGE>
TABLE OF CONTENTS
INTRODUCTION................................................................ 3
INVESTMENT OBJECTIVE AND POLICIES........................................... 3
INVESTMENT RESTRICTIONS..................................................... 4
ADDITIONAL INFORMATION RELATING TO
MUNICIPAL OBLIGATIONS..................................................... 6
ADDITIONAL INFORMATION RELATING TO
LOWER RATED SECURITIES.................................................... 8
MANAGEMENT OF THE FUND...................................................... 10
DISTRIBUTION PLAN........................................................... 14
CALCULATION OF YIELD........................................................ 16
CUSTODIAN AGREEMENT AND INDEPENDENT ACCOUNTANTS............................. 19
TAXES....................................................................... 20
PORTFOLIO TRANSACTIONS...................................................... 27
ADDITIONAL INFORMATION ABOUT THE ORGANIZATION
OF THE FUND............................................................... 28
INFORMATION WITH RESPECT TO CALIFORNIA STATE
AND MUNICIPAL FINANCES.................................................... 29
OTHER INFORMATION........................................................... 45
FINANCIAL STATEMENTS........................................................ 45
INFORMATION WITH RESPECT TO SECURITIES RATINGS.............................. A-1
-2-
<PAGE>
INTRODUCTION
The California Muni Fund (the "Fund") is a mutual fund. The
rules and regulations of the United States Securities and Exchange Commission
(the "SEC") require all mutual funds to furnish prospective investors certain
information concerning the activities of the company being considered for
investment. This information is included in a Prospectus dated the same date as
this Statement, which may be obtained without charge from the Fund by writing to
or telephoning the Fund as indicated on the front page of this Statement of
Additional Information. Some of the information required to be in this Statement
of Additional Information is also included in the Fund's Prospectus and, in
order to avoid repetition, reference will be made to sections of the Prospectus.
Additionally, the Prospectus and this Statement of Additional Information omit
certain information contained in the registration statement filed with the SEC.
Copies of the registration statement, including items omitted from the Fund's
Prospectus and this Statement of Additional Information, may be obtained from
the SEC by paying the charges prescribed under its rules and regulations.
INVESTMENT OBJECTIVE AND POLICIES
The objective of the Fund is to provide investors with as high
a level of income that is excluded from gross income for Federal income tax
purposes and exempt from California personal income tax as is consistent with
the preservation of capital. There can be no assurance that the Fund will
achieve this objective. In attempting to achieve this objective, the Fund will,
as a fundamental policy, invest only in (1) municipal bonds that are rated
within the four highest quality grades (as determined by Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), Fitch
Investors Service, Inc. ("Fitch") or Duff & Phelps, Inc. ("Duff"), the
nationally recognized statistical rating organizations currently rating
instruments of the type the Fund may purchase), or, if unrated, are judged by
Fund management to be of comparable quality, and (2) municipal notes and
municipal commercial paper that are rated within the three highest quality
grades as determined by Moody's for municipal notes, or within the three highest
quality grades as determined by Moody's or S&P for municipal commercial paper
or, if unrated, are (i) obligations of issuers having an issue of bonds rated
within the four highest quality grades as determined by Moody's, S&P, Fitch or
Duff or (ii) guaranteed as to principal and interest by the U.S. Government, its
agencies or instrumentalities. Fundamental policies of the Fund can be changed
only by a majority vote of the shareholders of the Fund (as defined in the
Prospectus). (A "majority shareholder vote" means, in the Prospectus, the
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affirmative vote of the holders of lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares present at a
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy.) See "Additional Information Relating to
Municipal Obligations" contained herein for more detailed descriptions of the
various types of municipal obligations.
The Fund may invest up to 100% of its assets in qualified
private activity bonds, and accordingly, the Fund's shares may not be an
appropriate investment for "substantial users" of facilities financed by
industrial development bonds or for investors who are "related persons" to such
users. Generally, an individual will not be a "related person" under the
Internal Revenue Code unless he or his immediate family (spouse, brothers,
sisters, ancestors and lineal descendants) own directly or indirectly in the
aggregate more than 50% in value of the outstanding stock of a corporation or
partnership which is a "substantial user" of a facility financed from the
proceeds of industrial development bonds. "Substantial user" of such facilities
is defined generally in Section 1.103-11(b) of the Treasury Regulations as a
"nonexempt person who regularly uses a part of [a] facility" financed from the
proceeds of a qualified private activity bond in his trade or business.
For more detailed information concerning the Investment
Objective and Investment Policies of the Fund, see the Fund's Prospectus at
"Investment Objective and Policies".
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the
Fund as fundamental policies, which means they can be changed for the Fund only
by a majority shareholder vote. The Fund may not:
(1) Invest in securities other than the municipal obligations
described in the Fund's Prospectus under "Investment Objective and Policies".
(2) Make short sales of securities or purchase securities on
margin, except that the Fund may obtain such short-term credits as are necessary
for the clearance of purchases and sales of portfolio securities.
(3) Borrow money, except from banks, and only in an amount not
to exceed 20% of the Fund's total assets, with such value determined at the time
of borrowing, excluding the amount borrowed.
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(4) Pledge, assign or otherwise encumber its assets, except
that the Fund may pledge securities having a market value determined at the time
of pledge of up to 10% of the value of its total assets for the purpose of
securing the borrowings referred to in restriction (3) above.
(5) Underwrite securities, except to the extent that the
purchase of municipal obligations directly from an issuer may be deemed to be an
underwriting, or purchase any securities as to which registration under the
Securities Act of 1933 would be required for resale to the public.
(6) Make loans of money or securities, except that the
purchase of a portion of an issue of publicly-distributed debt securities is not
considered the making of a loan.
(7) Invest for the purpose of exercising control or
management of another company.
(8) Purchase securities of other investment companies, except
in connection with a merger, consolidation, reorganization or acquisition of
assets.
(9) Write puts, call or combinations thereof, or purchase or
sell commodities or commodity futures contracts.
(10) Purchase or sell real estate, although the Fund may
purchase municipal obligations secured by interest in real estate.
(11) Purchase industrial revenue bonds if, as a result, more
than 5% of the Fund's total assets would be invested in industrial revenue bonds
where payment of principal and interest would be the responsibility of companies
with less than three years of operating history.
(12) Purchase or retain the securities of any one issuer if
officers or Trustees of the Fund or the Fund's investment adviser beneficially
owning more than 1/2 of the 1% of the securities of the issuer together
beneficially own more than 5% of the securities of the issuer.
(13) Issue senior securities, as defined in the Investment
Company Act of 1940, except to the extent the Fund may be deemed to have issued
securities by reason of any borrowings permitted by restriction (3) or by
purchasing securities on a when-issued or delayed delivery basis.
(14) Invest 25% or more of the value of its respective total
assets in securities of nongovernmental issuers in the same industry. The
identification of the issuer of the municipal obligations depends on the terms
and conditions of the obligation.
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If the assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating the
subdivision and the obligation is backed only by the assets and revenues of the
subdivision, such subdivision is regarded as the sole issuer. Similarly, in the
case of an industrial development revenue bond or pollution control bond, if the
bond is backed only by the assets and revenues of the nongovernmental user, the
nongovernmental user is regarded as the sole issuer. If in either case the
creating government or another entity guarantees an obligation, the guaranty is
regarded as a separate security and treated as an issue of such guarantor.
Although it is not a fundamental policy, the Fund may not
invest more than 10% of its total assets in municipal obligations of California
issuers which are illiquid or which have limited marketability.
ADDITIONAL INFORMATION RELATING TO MUNICIPAL OBLIGATIONS
MUNICIPAL BONDS
Municipal bonds are long-term debt obligations, generally with
a maturity at the time of issuance of greater than three years, of states and
their political subdivisions issued to obtain funds for various public purposes,
including construction of a wide range of public facilities, such as airports,
bridges, highways, housing, hospital, mass transportation, schools, streets and
water and sewer works. Other purposes for which municipal bonds may be issued
include refunding outstanding obligations; obtaining funds for general operating
expenses; or obtaining funds to lend to public or private institutions for
construction of such facilities as educational, hospital and housing facilities.
In addition, certain types of bonds may be issued by public authorities to
finance privately operated housing facilities, sports facilities, convention or
trade show facilities and certain local facilities for water supply, gas,
electricity, or sewage or solid waste disposal. Other types of qualified private
activity bonds, the proceeds of which are used for the construction, equipment,
repair or improvement of privately operated industrial or commercial facilities,
may constitute municipal bonds, although current Federal tax laws place
substantial limitations on the size of such issues.
The two principal classifications of municipal bonds are
general obligation and revenue bonds. General obligation bonds are secured by
the issuer's pledge of faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from only revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a
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special excise tax or other specific revenue sources such as from the user of
the facility being financed. Qualified private activity bonds are in most cases
revenue bonds and do not generally constitute the pledge of the credit or taxing
power of the issuer of such bonds. The payment of the principal and interest on
such bonds depends solely on the ability of the user of the facilities financed
by the bonds to meet its financial obligations and the pledge, if any, of real
and personal property so financed as security for such payment.
MUNICIPAL NOTES
Municipal notes are short-term obligations, generally with a
maturity at the time of issuance of from six months to three years. The
principal types of municipal notes include tax anticipation notes, bond
anticipation notes, revenue anticipation notes, and project notes. Tax
anticipation notes are sold to provide working capital to states and
municipalities in anticipation of collection of taxes. Bond anticipation notes
are issued to provide funds temporarily in anticipation of a bond sale. Revenue
anticipation notes are sold in expectation of receipt of other revenues, such as
funds under the Federal Revenue Sharing Program. Project notes are issued by
local agencies in connection with such programs as construction of low-income
housing in order to provide construction financing prior to permanent financing.
Project notes are guaranteed by the U.S. Department of Housing and Urban
Development and consequently are secured by the full faith and credit of the
United States. Municipal notes also include obligations issued at a discount,
frequently referred to as municipal commercial paper, which are likely to be
issued to meet seasonal working capital needs of a municipality or to provide
interim construction financing and are to be paid from general revenues of the
municipality or refinanced with long-term debt. In most cases, municipal
commercial paper is backed by letters of credit, lending agreements, note
repurchase agreements, or other credit facility agreements offered by banks or
other institutions. The Fund would be able to draw on these agreements on a
default under the terms of the documents of the security.
VARIABLE RATE INSTRUMENTS
Municipal bonds and notes are sometimes issued with a variable
interest rate ("variable rate instruments"). The interest rate on variable rate
instruments is usually tied to an objective standard, such as the 90-day
Treasury Bill rate or the prime rate of a bank involved in the financing. Prime
rates can change daily; the auction for 90-day Treasury Bill rates is held
weekly. In addition to having a variable interest rate, any such instruments are
subject to repayment of principal on demand by the Fund,
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usually in not more than five business days. Both the variable rate feature and
the principal repayment on demand feature tend to reduce fluctuations in the
price of variable rate instruments; these instruments are generally of interest
and sold to institutional investors. Also available are participation interests
in loans to municipal issuers, which are similar except that these loan
participations are made available through a commercial bank that arranges the
tax-exempt loan. Participation interests are frequently backed by an irrevocable
bank letter of credit or a guarantee by a financial institution and give the
Fund the right to demand, on short notice (usually not more than seven days),
payment of all or any part of the principal amount and accrued interest. The
Board of Trustees will determine that the participation interest in the
municipal securities meets the Fund's prescribed quality standards. The Fund's
management has been instructed by the Board of Trustees to monitor the pricing,
quality and liquidity of any variable rate demand instruments held, including
participation interests supported by letters of credit or guarantee, on the
basis of published financial information and reports of the rating agencies and
other analytical sources. The Fund's management will also monitor the
creditworthiness of the guarantor. Banks retain fees for their role in an amount
equal to the excess of the interest paid on the municipal securities over the
negotiated yield at which the participation interests were purchased. In the
event that the participation interest that the Fund acquires includes the right
to demand payment of principal and accrued interest from the issuer of the
participation interest pursuant to a letter of credit or other commitment, the
maturity will be deemed to be equal to the time remaining until the principal
amount can be recovered from the issuer through demand, although the stated
maturity may be in excess of one year. To the extent that variable rate
instruments and loan participations may lack liquidity (unless payable on demand
or within seven days), they are subject to the restriction on illiquid
securities, described herein under the caption "Investment Restrictions".
ADDITIONAL INFORMATION RELATING TO
LOWER RATED SECURITIES
Downgraded securities (i.e., those rated lower than Baa by
Moody's or BBB by S&P, Fitch or Duff or determined by Fund management to be a
comparable quality if unrated) that are retained in the Fund's investment
portfolio generally produce a higher current yield than do securities of higher
ratings. However, these obligations are considered speculative because they
involve greater price volatility and risk than do higher rated securities and
the yields on these securities will tend to fluctuate over time. Although the
market value of all fixed-income securities varies as a result of changes in
prevailing interest rates (e.g., when
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interest rates rise, the market value of fixed-income securities can be expected
to decline), values of lower rated securities tend to react differently than the
values of higher rated securities. The prices of lower rated securities are less
sensitive to changes in interest rates than higher rated securities. Conversely,
lower rated securities also involve a greater risk of default by the issuer in
the payment of principal and income and are more sensitive to economic downturns
and recessions than higher rated securities. The financial stress resulting from
an economic downturn could have a greater negative effect on the ability of
issuers of lower rated securities to service their principal and interest
payments, to meet projected business goals and to obtain additional financing
than on more creditworthy issuers. In the event of an issuer's default in
payment of principal or interest on such securities, or any other securities in
the Fund's portfolio, the net asset value of the Fund will be negatively
affected. Moreover, as the market for lower rated securities is a relatively new
one which has not yet been tested through a recession, a severe economic
downturn might increase the number of defaults, thereby adversely affecting the
value of all outstanding lower rated municipal bonds and disrupting the market
for such securities. Securities purchased by the Fund as part of an initial
underwriting present an additional risk due to their lack of market history.
These risks are exacerbated with respect to securities rated CCC or lower by
S&P, Fitch or Duff Caa or lower by Moody's. Unrated securities generally carry
the same risks as do lower rated securities.
The Fund may continue to hold lower rated securities that are
structured as zero coupon or pay-in-kind bonds. Such securities may be more
speculative and subject to greater fluctuation in value due to changes in
interest rates than lower rated, income-bearing securities. In addition, zero
coupon and pay-in-kind securities are also subject to the risk that in the event
of a default, a fund may realize no return on its investment, because these
securities do not pay cash interest. Zero coupon, or deferred interest,
securities are debt obligations that do not entitle the holder to any periodic
payment of interest prior to maturity or a specified date when the securities
begin paying current interest (the "cash payment date") and therefore are issued
and traded at a discount from their face amounts or par value. Pay-in-kind
securities are securities that pay interest through the issuance of additional
securities. Holders of zero coupon securities are considered to receive each
year the portion of the original issue discount on such securities that accrues
that year and must include such amount in gross income, even though the holders
receive no cash payments during the year. Consequently, as a fund is accruing
original issue discount on these securities prior to the receipt of cash
payment, it is still subject to the requirement that it distribute substantially
all of its income to its shareholders in order to qualify as a "regulated
investment
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company" under applicable tax law. Therefore, such fund may have to dispose of
its portfolio securities under disadvantageous circumstances or leverage itself
by borrowing to generate the cash necessary to satisfy its distribution
requirements.
Lower rated securities are typically traded among a smaller
number of broker-dealers rather than in a broad secondary market. Purchasers of
lower rated securities tend to be institutions, rather than individuals, a
factor that further limits the secondary market. To the extent that no
established retail secondary market exists, many lower rated securities may not
be as liquid as Treasury and investment grade securities. The ability of the
Fund to sell lower rated securities will be adversely affected to the extent
that such securities are thinly traded or illiquid. Moreover, the ability of the
Fund to value lower rated securities becomes more difficult, and judgment plays
a greater role in valuation, as there is less reliable, objective data available
with respect to such securities that are thinly traded or illiquid.
Because investors may perceive that there are greater risks
associated with the medium to lower rated securities, the yields and prices of
such securities may tend to fluctuate more than those for securities with a
higher rating. Changes in perception of issuers' creditworthiness tend to occur
more frequently and in a more pronounced manner in the lower quality segments of
the fixed-income securities market than do changes in higher quality segments of
such market, resulting in greater yield and price volatility.
The general legislative environment has included discussions
and legislative proposals relating to the tax treatment of high-yield
securities. Any or a combination of such proposals, if enacted into law, could
negatively affect the value of any high-yield securities in the Fund's
portfolio. The likelihood of any such legislation is uncertain.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
Trustees and officers of the Fund, together with information
as to their principal business occupations for at least the last five years, are
shown below. Each Trustee who is considered to be an "interested person" of the
Fund, as defined in the Investment Company Act of 1940 (the "1940 Act"), is
indicated by an asterisk (*).
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James C. Armstrong: Trustee of the Fund. Mr. Armstrong is a
partner in Armstrong/Seltzer Communications Inc., a New York management,
consulting and public relations firm. He was formerly Executive Director, Global
Public Affairs Institute at New York University and Professor, Bell of
Pennsylvania Chair in Telecommunications, Temple University, and is a management
consultant. He was with American Telephone and Telegraph Company for 15 years.
His last position with AT&T was Director, Corporate Policy Analysis. Mr.
Armstrong previously held positions at the Institute for Defense Analysis, the
Office of the Postmaster General, and on the faculty of the University of
Maryland. He has been a consultant to government, academic and business
organizations, and has served on various government-industry task forces and
committees. Mr. Armstrong was an Officer in the United States Navy and holds a
Ph.D. in nuclear physics. Mr. Armstrong's address is 51 Mt. Pleasant Road,
Morristown, New Jersey 07960.
James A. Bowers: Trustee of the Fund. Mr. Bowers is a
consultant for Prototypes (formerly, Director of Finance and Administration),
The American Telephone and Telegraph Company, The RAND Corporation and CogniTech
Services Corporation. He was employed at AT&T for 23 years. His latest position
with AT&T was in the Treasury Department as District Manager-Securities and
Exchange Commission Reporting. Mr. Bowers holds Bachelor of Science and Master
of Arts degrees in Economics from Florida Atlantic University. Mr. Bowers'
address is 60 East Eighth Street, New York, N.Y. 10003.
Clark L. Bullock: Trustee of the Fund. Mr. Bullock is Chairman
of the Board of Shelter Rock Investors Services Corp., a privately-held, New
York-based investment company. Mr. Bullock received a Masters of Science degree
in Mathematical Economics from Purdue University in 1972 and a Bachelor of Arts
degree in International Relations from the University of Arizona. Mr. Bullock's
address is c/o Shelter Rock Investors, 150 Hopper Avenue, Waldwick, New Jersey
07463.
L. Greg Ferrone: Trustee of the Fund. Mr. Ferrone is a
consultant with IntraNet, Inc., a provider of computer systems to the domestic
and international banking industry. Previously he was the Director of Sales &
Marketing for RAV Communications Inc., Vice President/Regional Manager with
National Westminster Bank USA and an officer at Security Pacific Bank. Mr.
Ferrone received a Bachelor of Science degree from Rensselaer Polytechnic
Institute in 1972 and studied at the Stonier Graduate School of Banking. Mr.
Ferrone's address is 83 Ronald Court, Ramsey, New Jersey 07446.
*Vincent J. Malanga: Chairman of the Board, Chief Executive
Officer, President and Treasurer of the Fund, New York
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Muni Fund, Inc., and Fundamental Fixed Income Fund. Mr. Malanga is President,
Treasurer and a Director of Fundamental Portfolio Advisors, Inc., Executive Vice
President, Secretary and a Director of Fundamental Service Corporation, and
President, LaSalle Economics Inc., an economic consulting firm. Mr. Malanga is
Vice President, Secretary and a 50% shareholder of LaSalle Portfolio Management,
Inc., the general partner of both LPM Financial Futures Fund I, Limited
Partnership and LPM Equities Fund Limited Parntership. Prior thereto, he was a
Vice President and Senior Economist at A. Gary Shilling & Company, Inc., an
economic consulting and brokerage firm. He previously served as an Economist at
White, Weld & Co. (an investment banking and brokerage firm) and so served from
1976 to 1978. Prior thereto, Mr. Malanga, who holds a Ph.D. in Economics from
Fordham University, was an Economist at the Federal Reserve Bank of New York.
Mr. Malanga's address is 90 Washington Street, 19th Floor, New York, New York
10006.
David P. Wieder: Vice President of the Fund, Secretary of
Fundamental Portfolio Advisors, Inc., and President and a Director of
Fundamental Shareholder Services, Inc. Mr. Wieder holds a Bachelor of Science
degree in Economics from Cornell University. Mr. Wieder's address is 90
Washington Street, 19th Floor, New York, New York 10006.
Carole M. Laible: Secretary of the Fund. Treasurer and
Secretary of Fundamental Shareholders Services, Inc. She was formerly a General
Service Manager for McGladrey & Pullen. Ms. Laible received a Bachelor of
Science degree from St. John's University in 1986. Ms. Laible's address is 90
Washington Street, 19th Floor, New York, New York 10006.
All of the Trustees of the Fund are also Directors of
Fundamental Funds, Inc. and Trustees of Fundamental Fixed-Income Fund. All of
the officers of the Fund hold similar offices with Fundamental Funds, Inc. and
Fundamental Fixed-Income Fund.
For services and attendance at board meetings and meetings of
committees which are common to the Fund, Fundamental Fixed-Income Fund and
Fundamental Funds, Inc. (other affiliated mutual funds for which the Fund's
investment manager acts as the investment adviser), each Trustee of the Fund who
is not affiliated with the Fund's investment manager is compensated at the rate
of $6,500 per quarter prorated among the three funds based on their respective
average net assets. Each such Trustee is also reimbursed by the three funds, on
the same basis, for actual out-of-pocket expenses relating to his attendance at
meetings. For the fiscal year ended December 31, 1995, Trustees' fees totalling
$5,504 were paid by the Fund to the Trustees as a group. As of the date of this
Statement of Additional Information, Trustees and
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officers of the Fund as a group owned beneficially less than 1% of the Fund's
outstanding shares.
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COMPENSATION TABLE
(FOR EACH CURRENT BOARD MEMBER
RECEIVING COMPENSATION FROM
A FUNDAMENTAL FUND FOR THE
MOST RECENTLY COMPLETED FISCAL YEAR)
AGGREGATE COMPENSATION FROM FUND
AGGREGATE
COMPENSATION
PAID BY ALL
HIGH- U.S. FUNDS MANAGED
YIELD TAX- GOV'T BY
CALI- MUNI- FREE STRA- FUNDAMENTAL
FORNIA CIPAL MONEY TEGIC PORTFOLIO
NAME NY MUNI MUNI BOND MARKET INCOME ADVISORS, INC.
- ---- ------- ---- ---- ------ ------ --------------
James C. Armstrong $18,333 $1,376 $117 $4,518 $1,656 $26,000
James A. Bowers 18,333 1,376 117 4,518 1,656 26,000
Clark L. Bullock 18,333 1,376 117 4,518 1,656 26,000
L. Greg Ferrone 18,333 1,376 117 4,518 1,656 26,000
INVESTMENT MANAGEMENT
Pursuant to a proposal to externalize the portfolio management
of the Fund, the Fund's Board of Trustees on October 1, 1986, approved the
appointment of Fundamental Portfolio Advisors, Inc. as investment manager of the
Fund. At a meeting of shareholders of the Fund held on January 26, 1987,
shareholders approved a Management Agreement (the "Original Agreement") with
Fundamental Portfolio Advisors, Inc. (the "Manager"). A new Management
Agreement, which is substantially identical to the Original Agreement and was
adopted by the Board of Trustees on November 10, 1988, was approved by
shareholders on April 27th, 1989. The Board of Trustees last approved the
Management Agreement on October 19, 1994. Vincent J. Malanga, Chairman of the
Board, Chief Executive Officer, President and Treasurer of the Fund, and Dr.
Lance M. Brofman, Chief Portfolio Strategist of the Fund, each own approximately
48.5% of the outstanding shares of the voting capital stock of the Manager.
The Manager has agreed that it will notify the Fund's Board of
Trustees before engaging any new clients of material
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significance; that, if requested, each Trustee will receive a weekly portfolio
transaction statement from the Manager in order to review all trades made by the
Manager; and that if at anytime three or more Trustees who are "non-interested
persons" of the Fund desire to purchase or sell any security for or of the Fund,
the Manager, at the direction of the "non-interested" Trustees will immediately
purchase or sell such security, as the case may be, at the expense and risk of
the Fund.
TRANSFER AGENT
Fundamental Shareholder Services, Inc., P.O. Box 1013, Bowling
Green Station, New York, New York 10274-1013, an affiliate of Fundamental
Portfolio Advisors, Inc. and Fundamental Service Corporation, performs all
services in connection with the transfer of shares of the Fund, acts as its
dividend disbursing agent, and as administrator of the exchange, check
redemption, telephone redemption and expedited redemption privileges of the Fund
pursuant to a Transfer Agency and Service Agreement dated as of February 1,
1990. During the fiscal year ended December 31, 1995, fees paid to the Transfer
Agent by the Fund amounted to $27,231.
DISTRIBUTION PLAN
The Board of Trustees of the Fund has approved a plan of
distribution under Rule 12b-1 of the 1940 Act (the "Plan"). The Plan was
approved by the shareholders of the Fund at the January 26, 1987 Meeting of
Shareholders. Pursuant to the Plan, the Fund may pay certain promotional and
advertising expenses and compensate certain registered securities dealers and
financial institutions for services provided in connection with the processing
of orders for purchase or redemption of the shares of the Fund and furnishing
other shareholder services.
Payments by the Fund shall not in the aggregate in any fiscal
year of the Fund exceed 1/2 of 1% of daily net assets of the Fund for expenses
incurred in the distribution and promotion of the Fund's shares. The Plan will
only make payments for expenses actually incurred by such dealers and financial
institutions. The Plan will not carry over expenses from year to year and if the
Plan is terminated in accordance with its terms, the obligations of the Fund to
make payments pursuant to the Plan will cease and the Fund will not be required
to make any payments for expenses incurred after the date the Plan terminates.
The Fund may enter into shareholder processing and service agreements (the
"Shareholder Service Agreements") with any securities dealer who is registered
under the Securities Exchange Act of 1934 and a member in good standing of the
National Association of Securities Dealers, Inc., and with banks and other
financial institutions, who may wish to
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establish accounts or sub-accounts on behalf of their customers ("Shareholder
Service Agents").
The fees payable to Shareholder Service Agents under
Shareholder Service Agreements will be negotiated by the Fund's management. The
Fund's management will report quarterly to the Board of Trustees on the rate to
be paid under each such agreement and the amounts paid or payable under such
agreements. It will be based upon an analysis of (1) the contribution that the
Shareholder Service Agent makes to a Fund by increasing Fund assets and reducing
expense ratios; (2) the nature, quality and scope of services being provided by
the Shareholder Service Agent; (3) the cost to the Fund if shareholder services
were provided directly by the Fund or other authorized persons; (4) the costs
incurred by the Shareholder Service Agent in connection with providing services
to the shareholders; and (5) the need to respond to competitive offers of others
which could result in assets being withdrawn from the Fund and an increase in
the expense ratio for the Fund.
On April 16, 1987, the Board of Trustees of the Fund,
including a majority of the "disinterested" Trustees who have no direct or
indirect financial interest in the operation of the Plan or any agreements
relating thereto, authorized the Fund to enter into an agreement with
Fundamental Service Corporation, a Delaware corporation, under the Plan. The
agreement provides that the Fund may pay the usual and customary agency's
commission to Fundamental Service Corporation for producing and placing Fund
advertising in newspapers, magazines or other periodicals, or on radio or
television. In addition to the foregoing, the Fund may pay Fundamental Service
Corporation for marketing research and promotional services specifically
relating to the distribution of Fund shares, including employment expenses of
personnel primarily responsible for responding to inquiries from prospective
investors. The following persons own of record 5% or more of the outstanding
shares of voting stock of Fundamental Service Corporation: Mr. Vincent J.
Malanga (43.71%); Mr. Thomas W. Buckingham (43.71%); and Dr. Lance M. Brofman
(9.90%).
The Plan has been renewed to continue in effect until December
31, 1996. The Plan will continue in effect from year to year if specifically
approved at least annually by the Board of Trustees and the affirmative vote of
a majority of the Trustees who are not parties to any Shareholder Service
Agreement or "interested persons" of any such party by votes cast in person at a
meeting called for such purpose. In approving the Plan, the Trustees determined,
in the exercise of their business judgment and in light of their fiduciary
duties as Trustees of the Fund, that there was a reasonable likelihood that the
Plan would benefit the Fund and its shareholders. The Plan may only be renewed
if the Trustees make a similar determination for each subsequent year. The Plan
may not be amended to increase the maximum amount of payments by
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the Fund to its Shareholder Service Agents without shareholder approval, and all
material amendments to the provisions of the Plan must be approved by a vote of
the Board of Trustees and of the Trustees who have no direct or indirect
interest in the Plan, cast in person at a meeting called for the purpose of such
vote.
The Plan provides that the Fund's management shall provide,
and that the independent Trustees shall review, quarterly reports setting forth
the amounts expended pursuant to the Plan and the purpose for which the amounts
were expended. It further provides that while the Plan is in effect, the
selection and nomination of those Trustees of the Fund who are not "interested
persons" of the Fund are committed to the discretion of the independent
Trustees. This does not prevent the involvement of others in such selection and
nomination if the final decision on any such selection and nomination is
approved by a majority of such disinterested Trustees.
During the year ended December 31, 1995, amounts incurred by
the Fund under the Plan aggregated $51,029, including expenses for: advertising
- -- $8,675; printing and mailing of Prospectuses to other than current
shareholders -- $5,613 and sales and shareholder servicing support services --
$36,741. Of the amount paid on behalf of the Fund during last year, $29,220 was
paid to Fundamental Service Corporation for expenses incurred and services
rendered by it pursuant to the Plan.
CALCULATION OF YIELD
The Fund's yield quotations and average annual total return
quotations as they appear in the Prospectus, this Statement of Additional
Information or in advertising and sales material, are calculated by standard
methods prescribed by the Securities and Exchange Commission.
The Fund's yield is computed by dividing the Fund's net
investment income per share during a base period of 30 days, or one month, by
the net asset value per share of the Fund on the last day of such base period in
accordance with the following formula:
a-b 6
Yield =[(----- + 1) - 1]
cd
Where: a = dividends and interest earned during the
period
b = expenses accrued for the period (net of
reimbursements)
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c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends
d = the maximum offering price per share on the
last day of the period.
For purposes of calculating interest earned on debt obligations as provided in
item "a" above:
(1) The yield to maturity of each obligation held by the Fund
is computed based on the market value of the obligation (including actual
accrued interest, if any) at the close of business on the last day of each
month, or, with respect to obligations purchased during the month, the purchase
price (plus actual accrued interest, if any).
(2) The yield to maturity of each obligation is then divided
by 360 and the resulting quotient is multiplied by the market value of the
obligation (including actual accrued interest, if any) to determine the interest
income on the obligation for each day of the subsequent month that the
obligation is in the portfolio. For these purposes, it is assumed that each
month has 30 days.
(3) Interest earned on all debt obligations during the 30-day
or one-month period is then totaled.
(4) The maturity of an obligation with a call provision(s) is
the next call date on which the obligation reasonably may be expected to be
called or, if none, the maturity date.
(5) In the case of a tax-exempt obligation issued without
original issue discount and having a current market discount, the coupon rate of
interest of the obligation is used in lieu of yield to maturity to determine
interest income earned on the obligation.
In the case of a tax-exempt obligation with original issue
discount where the discount based on the current market value of the obligation
exceeds the then remaining portion of original issue discount (i.e. market
discount), the yield to maturity used to determine interest income earned on the
obligation is the imputed rate based on the original issue discount calculation.
In the case of a tax-exempt obligation with original issue discount where the
discount based on the current market value of the obligation is less than the
then remaining portion of the original issue discount (market premium), the
yield to maturity used to determine interest income earned on the obligation is
based on the market value of the obligation.
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With respect to the treatment of discount and premium on
mortgage or other receivables-backed obligations which are expected to be
subject to monthly payments of principal and interest ("pay downs"), the Fund
accounts for gain or loss attributable to actual monthly pay downs as an
increase or decrease to interest income during the period. In addition, the Fund
may elect (1) to amortize the discount or premium on a remaining security, based
on the cost of the security, to the weighted average maturity date, if such
information is available, or to the remaining term of the security, if the
weighted average maturity date is not available, or (2) not to amortize the
discount or premium on a remaining security.
For the purpose of computing yield, dividend income is
recognized by accruing 1/360 of the stated dividend rate of each obligation in
the Fund's portfolio each day that the obligation is in the portfolio. The Fund
does not use equalization accounting in the calculation of yield. Expenses
accrued during any base period, if any, pursuant to the Plan are included among
the expenses accrued during the base period. Any reimbursement accrued pursuant
to the Plan during a base period, if any, will reduce expenses accrued pursuant
to such plan, but only to the extent the reimbursement does not exceed the
accrued expenses for the base period.
The Fund's yield for the one-month period ended December 31,
1995 determined in accordance with the above formula was 4.23%.
Average annual total return quotations are computed by finding
the average annual compounded rates of return that would cause a hypothetical
investment made on the first day of a designated period (assuming all dividends
and distributions are reinvested) to equal the ending redeemable value of such
hypothetical investment on the last day of the designated period in accordance
with the following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1000
payment made at the end of a designated period (or
fractional portion thereof)
For purposes of the above computation, it is assumed that all dividends and
distributions made by the Fund are reinvested at net
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asset value during the designated period. The average annual return quotation is
determined to the nearest 1/100 of 1%. The average annual total return for the
year ended December 31, 1995 was 32.02%. For the five-year period ended December
31, 1995, the average annual total return was 7.57%. The average annual total
return was 7.07% for the ten-year period ended December 31, 1995.
In determining the average annual total return (calculated as
provided above), recurring fees, if any, that are charged to all shareholder
accounts are taken into consideration. For any account fees that vary with the
size of the account, the account fee used for purposes of the above computation
is assumed to be the fee that would be charged to the Fund's mean account size.
The Fund may also from time to time advertise its taxable
equivalent yield. The Fund's taxable equivalent yield is determined by dividing
that portion of the Fund's yield (calculated as described above) that is
tax-exempt by one minus the stated marginal Federal income tax rate and adding
the product to that portion, if any, of the yield of the Fund that is not
tax-exempt. The taxable equivalent yield of the Fund for the one-month period
ended December 31, 1995 was 7.87% for a taxpayer whose income was subject to the
then highest combined Federal and California State income tax rate of 46.24%.
The Fund's yield and average annual total return will vary
from time to time depending on market conditions, the composition of the Fund's
portfolio and operating expenses of the Fund. These factors and possible
differences in the methods used in calculating yields and returns should be
considered when comparing performance information regarding the Fund to
information published for other investment companies and other investment
vehicles. Yields and return quotations should also be considered relative to
changes in the value of the Fund's shares and the risks associated with the
Fund's investment objective and policies. At any time in the future, yields and
return quotations may be higher or lower than past yields or return quotations
and there can be no assurance that any historical yield or return quotation will
continue in the future.
CUSTODIAN AGREEMENT AND INDEPENDENT ACCOUNTANTS
The Chase Manhattan Bank, N.A. (the "Bank"), 114 West 47th
Street, New York, New York, acts as Custodian of the Fund's cash and securities.
The Bank also acts as bookkeeping agent for the Fund, and in that capacity,
monitors the Fund's accounting records and calculates its net asset value.
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<PAGE>
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York,
acts as independent public accountants for the Fund, performing an annual audit
of the Fund's financial statements and preparing its tax return.
TAXES
The following is only a summary of certain additional tax
considerations generally affecting the 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 the Fund or its shareholders, and the
discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.
Qualification as a Regulated Investment Company
The Fund has elected to be taxed as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, the Fund is not subject to federal
income tax on the portion of its net investment income (i.e., taxable interest,
dividends and other taxable ordinary income, net of expenses) and capital gain
net income (i.e., the excess of capital gains over capital losses) that it
distributes to shareholders, provided that it distributes at least 90% of its
investment company taxable income (i.e., net investment income and the excess of
net short-term capital gain over net long-term capital loss) and at least 90% of
its tax-exempt income (net of expenses allocable thereto) for the taxable year
(the "Distribution Requirement"), and satisfies certain other requirements of
the Code that are described below. Distributions by the Fund made during the
taxable year or, under specified circumstances, within twelve months after the
close of the taxable year, will be considered distributions of income and gains
of the taxable year and can therefore satisfy the Distribution Requirement.
In addition to satisfying the Distribution Requirement, a
regulated investment company must: (1) derive at least 90% of its gross income
from dividends, interest, certain payments with respect to securities loans,
gains from the sale or other disposition of stock or securities or foreign
currencies (to the extent such currency gains are directly related to the
regulated investment company's principal business of investing in stock or
securities) and other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies (the "Income Requirement"); and (2)
derive less than 30% of its gross income (exclusive of certain gains on
designated hedging transactions that are offset by realized or unrealized losses
on
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<PAGE>
offsetting positions) from the sale or other disposition of stock, securities or
foreign currencies (or options, futures or forward contracts thereon) held for
less than three months (the "ShortShort Gain Test"). For purposes of these
calculations, gross income includes tax-exempt income. However, foreign currency
gains, including those derived from options, futures and forwards, will not in
any event be characterized as Short-Short Gain if they are directly related to
the regulated investment company's investments in stock or securities (or
options or futures thereon). Because of the Short-Short Gain Test, the Fund may
have to limit the sale of appreciated securities that it has held for less than
three months. However, the Short-Short Gain Test will not prevent the Fund from
disposing of investments at a loss, since the recognition of a loss before the
expiration of the three-month holding period is disregarded for this purpose.
Interest (including original issue discount) received by the Fund at maturity or
upon the 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 the Short-Short Gain Test. However, income that
is attributable to realized market appreciation will be treated as gross income
from the sale or other disposition of securities for this purpose.
In general, gain or loss recognized by the Fund on the
disposition of an asset will be a capital gain or loss. However, gain recognized
on the disposition of a debt obligation (including municipal obligations)
purchased by the Fund at a market discount (generally, at a price less than its
principal amount) will be treated as ordinary income to the extent of the
portion of the market discount which accrued during the period of time the Fund
held the debt obligation.
Treasury Regulations permit a regulated investment company, in
determining its investment company taxable income and net capital gain (i.e.,
the excess of net long-term capital gain over net short-term capital loss) for
any taxable year, to elect (unless it has made a taxable year election for
excise tax purposes as discussed below) to treat all or any part of any net
capital loss, any net long-term capital loss or any net foreign currency loss
incurred after October 31 as if it had been incurred in the succeeding year.
In addition to satisfying the requirements described above,
the Fund must satisfy an asset diversification test in order to qualify as a
regulated investment company. Under this test, at the close of each quarter of
the Fund's taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to which the
Fund has not invested more than 5% of the value of the Fund's total assets in
securities of such issuer and as to which the Fund
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<PAGE>
does not hold more than 10% of the outstanding voting securities of such
issuer), and no more than 25% of the value of its total assets may be invested
in the securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies), or in two or more issuers
which the Fund controls and which are engaged in the same or similar trades or
businesses.
If for any taxable year the Fund does not qualify as a
regulated investment company, all of its taxable income (including its net
capital gain) will be subject to tax at regular corporate rates without any
deduction for distributions to shareholders, and such distributions will be
taxable to the shareholders as ordinary dividends to the extent of the Fund's
current and accumulated earnings and profits. Such distributions generally will
be eligible for the dividends-received deduction in the case of corporate
shareholders.
Excise Tax on Regulated Investment Companies
A 4% non-deductible excise tax is imposed on a regulated
investment company that fails to distribute in each calendar year an amount
equal to 98% of ordinary taxable income for the calendar year and 98% of capital
gain net income for the one-year period ended on October 31 of such calendar
year (or, at the election of a regulated investment company having a taxable
year ending November 30 or December 31, for its taxable year (a "taxable year
election")). (Tax-exempt interest on municipal obligations is not subject to the
excise tax.) The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a regulated investment company is
treated as having distributed any amount on which it is subject to income tax
for any taxable year ending in such calendar year.
For purposes of the excise tax, a regulated investment company
shall: (1) reduce its capital gain net income (but not below its net capital
gain) by the amount of any net ordinary loss for the calendar year; and (2)
exclude foreign currency gains and losses incurred after October 31 of any year
(or after the end of its taxable year if it has made a taxable year election) in
determining the amount of ordinary taxable income for the current calendar year
(and, instead, include such gains and losses in determining ordinary taxable
income for the succeeding calendar year).
The Fund intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
investors should note that the Fund may in certain circumstances be required to
liquidate
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<PAGE>
portfolio investments to make sufficient distributions to avoid excise tax
liability.
Fund Distributions
The Fund anticipates distributing substantially all of its
investment company taxable income for each taxable year. Such distributions will
be taxable to shareholders as ordinary income and treated as dividends for
federal income tax purposes, but will not qualify for the 70% dividends-received
deduction for corporate shareholders.
The Fund may either retain or distribute to shareholders its
net capital gain for each taxable year. The Fund currently intends to distribute
any such amounts. Net capital gain that is distributed and designated as a
capital gain dividend, will be taxable to shareholders as long-term capital
gain, regardless of the length of time the shareholder has held his shares or
whether such gain was recognized by the Fund prior to the date on which the
shareholder acquired his shares.
The Fund intends to qualify to pay exempt-interest dividends
by satisfying the requirement that at the close of each quarter of the Fund's
taxable year at least 50% of the Fund's total assets consists of tax-exempt
municipal obligations. Distributions from the Fund will constitute
exempt-interest dividends to the extent of the Fund's tax-exempt interest income
(net of expenses and amortized bond premium). Exempt-interest dividends
distributed to shareholders of the Fund are excluded by them from gross income
for federal income tax purposes. However, shareholders required to file a
federal income tax return will be required to report the receipt of
exempt-interest dividends on their returns. Moreover, while exempt-interest
dividends are excluded by them from gross income for federal income tax
purposes, they may be subject to alternative minimum tax ("AMT") in certain
circumstances and may have other collateral tax consequences discussed below.
Distributions by the Fund of any investment company taxable income or of any net
capital gain will be taxable to shareholders as discussed above.
AMT is imposed in addition to, but only to the extent it
exceeds, the regular tax and is computed -- at a maximum marginal rate of 28%
for noncorporate taxpayers and 20% for corporate taxpayers -- on the excess of
the taxpayer's alternative minimum taxable income ("AMTI") over an exemption
amount. In addition, under the Superfund Amendments and Reauthorization Act of
1986, a tax is imposed for taxable years beginning after 1986 and before 1996 at
the rate of 0.12% on the excess of a corporate taxpayer's AMTI (determined
without regard to the deduction for this tax and the AMT net operating loss
deduction) over $2 million. Exempt-
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<PAGE>
interest dividends derived from certain "private activity" municipal obligations
issued after August 7, 1986 will generally constitute an item of tax preference
includable in AMTI for both corporate and noncorporate taxpayers. In addition,
exempt-interest dividends derived from all municipal obligations, regardless of
the date of issue, must be included in adjusted current earnings, which are used
in computing an additional corporate preference item (i.e., 75% of the excess of
a corporate taxpayer's adjusted current earnings over its AMTI (determined
without regard to this item and the AMT net operating loss deduction))
includable in AMTI.
Exempt-interest dividends must be taken into account in
computing the portion, if any, of social security or railroad retirement
benefits that must be included in an individual shareholder's gross income and
subject to federal income tax. Further, a shareholder of the Fund is denied a
deduction for interest on indebtedness incurred or continued to purchase or
carry shares of the Fund. Moreover, a shareholder who is (or is related to) a
"substantial user" of a facility financed by industrial development bonds held
by the Fund will likely be subject to tax on dividends paid by the Fund which
are derived from interest on such bonds. Receipt of exempt-interest dividends
may result in other collateral federal income tax consequences to certain
taxpayers, including financial institutions, property and casualty insurance
companies and foreign corporations engaged in a trade or business in the United
States. Prospective investors should consult their own tax advisers as to such
consequences.
Distributions by the Fund that do not constitute ordinary
income dividends, exempt-interest dividends or capital gain dividends will be
treated as a return of capital to the extent of (and in reduction of) the
shareholder's tax basis in his shares; any excess will be treated as gain from a
sale of the shares, as discussed below.
Distributions by the Fund will be treated in the manner
described above regardless of whether such distributions are paid in cash or
reinvested in additional shares of the Fund (or of another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date. In addition, if the net
asset value at the time a shareholder purchases shares of the Fund reflects
undistributed income or gain, or unrealized appreciation in the value of assets
held by the Fund, a subsequent distribution of such amounts will be taxable to
the shareholder in the manner described above, although it economically
constitutes a return of capital.
Ordinarily, shareholders are required to take distributions by
the Fund into account in the year in which they
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<PAGE>
are made. However, dividends declared in October, November or December of any
year and payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders (and made by the Fund)
on December 31 of such calendar year if such dividends are actually paid in
January of the following year. Shareholders will be advised annually as to the
U.S. federal income tax consequences of distributions made (or deemed made) to
them during the year.
The Fund will be required in certain cases to withhold and
remit to the U.S. Treasury 31% of ordinary income and capital gain dividends,
and the proceeds of redemption of shares, paid to any shareholder who (1) has
provided either an incorrect tax identification number or no number at all, (2)
is subject to backup withholding by the IRS for failure to report the receipt of
interest or dividend income properly, or (3) has failed to certify to the Fund
that it is not subject to backup withholding or that it is a corporation or
other "exempt recipient."
Sale or Redemption of Shares
A shareholder will recognize gain or loss on the sale or
redemption of shares of the Fund in an amount equal to the difference between
the proceeds of the sale or redemption and the shareholder's adjusted tax basis
in the shares. All or a portion of any loss so recognized may be disallowed if
the shareholder purchases other shares of the Fund within 30 days before or
after the sale or redemption. In general, any gain or loss arising from (or
treated as arising from) the sale or redemption of shares of the Fund will be
considered capital gain or loss and will be long-term capital gain or loss if
the shares were held for longer than one year. However, any capital loss arising
from the sale or redemption of shares held for six months or less will be
disallowed to the extent of the amount of exempt-interest dividends received on
such shares and (to the extent not disallowed) will be treated as a long-term
capital loss to the extent of the amount of capital gain dividends received on
such shares. For this purpose, the special holding period rules of Code Section
246(c)(3) and (4) generally will apply in determining the holding period of
shares. Long-term capital gains of noncorporate taxpayers are currently taxed at
a maximum rate 11.6% lower than the maximum rate applicable to ordinary income.
Capital losses in any year are deductible only to the extent of capital gains
plus, in the case of noncorporate taxpayers, $3,000 of ordinary income.
Foreign Shareholders
Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate,
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foreign corporation, or foreign partnership ("foreign shareholder"), depends on
whether the income from the Fund is "effectively connected" with a U.S. trade or
business carried on by such shareholder.
If the income from the Fund is not effectively connected with
a U.S. trade or business of a foreign shareholder, ordinary income dividends
paid to the shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) on the gross amount of the dividend. Such
a foreign shareholder would generally be exempt from U.S. federal income tax on
gains realized on the sale of shares of the Fund, capital gain dividends and
exempt-interest dividends.
If the income from the Fund is effectively connected with a
U.S. trade or business of a foreign shareholder, then ordinary income and
capital gain dividends received in respect of, and any gains realized on the
sale of shares of the Fund will be subject to U.S. federal income tax at the
rates applicable to U.S. citizens or domestic corporations.
In the case of a foreign noncorporate shareholder, the Fund
may be required to withhold U.S. federal income tax at a rate of 31% on
distributions that are otherwise exempt from withholding (or taxable at a
reduced treaty rate), unless the shareholder furnishes the Fund with proper
notification of its foreign status.
The tax consequences to a foreign shareholder entitled to
claim the benefits of an applicable tax treaty may be different from those
described herein. Foreign shareholders are urged to consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in the Fund, including the applicability of foreign taxes.
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax
consequences is based on the Code and Treasury Regulations issued thereunder as
in effect on the date of this Statement. Future legislative or administrative
changes or court decisions may significantly change the conclusions expressed
herein, perhaps with retroactive effect.
Rules of state and local taxation of ordinary income
dividends, exempt-interest dividends and capital gain dividends from regulated
investment companies often differ from the rules for U.S. federal income
taxation described above. Shareholders are urged to consult their tax advisers
as to the consequences to them of federal and other state and local tax rules
with respect to an investment in the Fund.
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<PAGE>
PORTFOLIO TRANSACTIONS
The Fund's management provides the Fund with investment advice
and recommendations for the purchase and sale of portfolio securities. Newly
issued securities are usually purchased from the issuer or an underwriter, at
prices including underwriting fees; other purchases and sales are usually placed
with those dealers from whom it appears that the best price or execution will be
obtained. All orders for the purchase and sale of portfolio securities are
placed by the Fund's management, subject to the general control of the Fund's
Trustees. The Fund's management may sell portfolio securities prior to their
maturity if market conditions and other considerations indicate, in the opinion
of the Fund's management, that such sale would be advisable. In addition, the
Fund's management may engage in short-term trading when it believes it is
consistent with the Fund's investment objective. Also, a security may be sold
and another of comparable quality may be simultaneously purchased to take
advantage of what the Fund's management believes to be a temporary disparity in
the normal yield relationship of two securities. The frequency of portfolio
transactions -- the Fund's turnover rates -- will vary from year to year
depending upon market conditions. For the years ended December 31, 1995 and
1994, the Fund's annual rate of portfolio turnover was approximately 53% and
16%, respectively. Because a high turnover rate increases transaction costs and
the possibility of taxable short-term gains (see "Dividends and Tax Status" in
the Fund's Prospectus), the Fund's management weighs the added costs of
short-term investment against anticipated gains. The Fund's management is
generally responsible for the implementation, or supervision of the
implementation, of investment decisions, including the allocation of principal
business and portfolio brokerage, and the negotiation of commissions.
It is the Fund's policy to seek execution of its purchases and
sales at the most favorable prices through responsible broker-dealers and, in
agency transactions, at competitive commission rates. When considering
broker-dealers, the Fund will take into account such factors as the price of the
security, the size and difficulty of the order, the rate of commission, if any,
the reliability, financial condition, integrity and general execution and
operational capabilities of competing broker-dealers, and the brokerage and
research services which they provide to the Fund's management. During the years
1986 through 1993, no brokerage commissions were paid by the Fund; all portfolio
transactions were conducted with dealers acting as principal.
The Board of Trustees of the Fund is authorized to adopt a
brokerage allocation policy pursuant to the Securities Exchange Act of 1934
which would permit the Fund to pay a broker-dealer which does not furnish
research services, or which furnishes
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<PAGE>
research brokerage and research services provided by the broker-dealer.
Section 28(e)(3) of the Securities and Exchange Act of 1934
defines "Brokerage and Research Services" as including, among other things,
advice as to the value of securities, the advisability of investing in,
purchasing or selling securities, the availability of securities or purchasers
or sellers of securities, furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
performance of accounts, and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement).
It will not be the Fund's practice to allocate principal
business or brokerage on the basis of sales of Fund shares which may be made
through brokers and dealers, although broker-dealers effecting purchases of Fund
shares for their customers may participate in principal transactions or
brokerage allocation as described above.
ADDITIONAL INFORMATION ABOUT THE ORGANIZATION OF THE FUND
The Fund's Declaration of Trust contains an express disclaimer
of shareholder liability for the Fund's acts and oblig ations and requires the
Fund to give notice of such disclaimer in each agreement, obligation or
instrument entered into by the Fund or its Trustees. The Declaration of Trust
also provides that the Fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Fund and satisfy
any judgment thereof. Thus, while Massachusetts laws permit a shareholder of a
trust such as this to be held personally liable under certain circumstances, the
risk of a shareholder incurring financial loss on account of shareholder
liability is highly unlikely and is limited to the highly remote circumstances
in which the Fund would be unable to meet its obligations.
The Fund's Declaration of Trust permits the Trustees to issue
an unlimited number of full and fractional shares of a single class and to
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in the Fund. Each share
represents an interest in the Fund proportionately equal to the interest of each
other share. Certificates representing the shares of the Fund will not be
issued. Upon liquidation of the Fund, all shareholders of the Fund would share
pro rata in the net assets of the Fund available for distribution to
shareholders. If they deem it advisable and in the best interest of
shareholders, the Board of Trustees of the Fund may create additional classes of
shares which
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may be different from each other only as to dividends or each of which may have
separate assets and liabilities (in which case any such class would have a
designation including the word "Series"). If additional classes designated as
Series were created, shares of each Series would be entitled to vote as a Series
only to the extent required by the 1940 Act or as permitted by the Board of
Trustees. Rule 18f-2 under the 1940 Act provides that any matter required by the
provisions of the 1940 Act or applicable state law, or otherwise, to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Fund, shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each Series affected by such matter. Rule 18f-2 further provides that a Series
shall be deemed to be affected by a matter unless it is clear that the interests
of each Series in the matter are substantially identical or that the matter does
not significantly affect any interest of such Series. An example of a matter
that would be voted on by each Series is approval of an investment advisory
agreement. However, the Rule exempts the selection of independent public
accountants, the approval of contracts with principal underwriters and the
election of Trustees from the separate voting requirements of the Rule. Income,
direct liabilities and expenses of the Fund would be allocated among the Series
in proportion to the relative net assets of each Series by the Board of
Trustees. Allocations would be made as often as necessary to comply with Rule
2a-4 under the 1940 Act.
INFORMATION WITH RESPECT TO CALIFORNIA STATE
AND MUNICIPAL FINANCES
Certain California (the "State") constitutional amendments,
legislative measures, executive orders, civil actions and voter initiatives, as
well as the general financial condition of the State, could adversely affect the
ability of issuers of California Municipal Obligations to pay interest and
principal on such obligations. The following information constitutes only a
brief summary, does not purport to be a complete description, and is based on
information drawn from official statements relating to securities offerings of
the State of California and various local agencies, available as of the date of
this Statement of Additional Information. While the Fund has not independently
verified such information, it has no reason to believe that such information is
not correct in all material respects.
RECENT DEVELOPMENTS
From mid-1990 to late 1993, the State suffered a recession
with the worst economic, fiscal and budget conditions since the 1930s.
Construction, manufacturing (especially aerospace), exports and financial
services, among others, were
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all severely affected. Job losses have been the worst of any post-war recession.
Unemployment reached 10.1% in January 1994, but fell sharply to 7.7% in October
and November 1994. According to the State's Department of Finance, recovery from
the recession in California began in 1994.
The recession seriously affected State tax revenues, which
basically mirror economic conditions. It also has caused increased expenditures
for health and welfare programs. The State also has been facing a structural
imbalance in its budget with the largest programs supported by the General Fund
(K-12 schools and community colleges, health and welfare, and corrections)
growing at rates higher than the growth rates for the principal revenue sources
of the General Fund. As a result, the State experienced recurring budget
deficits in the late 1980s and early 1990s. The State Controller reported that
expenditures exceeded revenues for four of the five fiscal years ending with
1991-92. The State had an operating surplus of approximately $109 million in
1992-93 and $836 million in 1993- 94. However, at June 30, 1994, according to
the Department of Finance, the State's Special Fund for Economic Uncertainties
("SFEU") still had a deficit, on a budget basis, of approximately $1.8 billion.
The accumulated budget deficits over the past several years,
together with expenditures for school funding which have not been reflected in
the budget, and reduction of available internal borrowable funds, have combined
to significantly deplete the State's cash resources to pay its ongoing expenses.
In order to meet its cash needs, the State has had to rely for several years on
a series of external borrowings , including borrowings past the end of a fiscal
year. Such borrowings are expected to continue in future fiscal years. To meet
its cash flow needs in the 1994-95 fiscal year the State issued, in July and
August 1994, $4.0 billion of revenue anticipation warrants which mature on April
25, 1996, and $3.0 billion of revenue anticipation notes which matured on June
28, 1995.
As a result of the deterioration in the State's budget and
cash situation, the rating agencies reduced the State's credit ratings. Between
October 1991 and July 1994, the rating on the State's general obligation bonds
was reduced by S&P from "AAA" to "A," by Moody's from "Aaa" to "A1" and by Fitch
from "AAA" to "A."
The 1994-95 Fiscal Year Budget (as updated in the January 10,
1995 Governor's Budget) projected $42.4 billion of General Fund revenues and
transfers and $41.7 billion of budgeted expenditures. In addition, the 1994-95
Budget Act anticipated deferring retirement of about $1 billion of the
accumulated
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budget deficit to the 1995-96 fiscal year when it is intended to be fully
retired by June 30, 1996.
The Governor's Budget for 1995-96 proposed General
Fund revenues and transfers of $42.5 billion and expenditures of $41.7 billion,
which would leave a balance of approximately $92 million in the budget reserve,
the SFEU, at June 30, 1996 after repayment of the accumulated budget deficits.
The Budget proposal was based on a number of assumptions, including receipt of
$830 million from the Federal government to offset costs of undocumented and
refugee immigrants.
On December 6, 1994, Orange County, California
(the "County"), together with its pooled investment funds (the "County Funds")
filed for protection under Chapter 9 of the Federal Bankruptcy Code, after
reports that the County Funds had suffered significant market losses in their
investments, causing a liquidity crisis for the County Funds and the County.
More than 180 other public entities, most of which, but not all, are located in
the County, were also depositors in the County Funds. As of mid-January 1995,
following a restructuring of most of the County Funds' assets to increase their
liquidity and reduce their exposure to interest rate increases, the County
estimated the County Funds' loss at about $1.69 billion, or about 23% of their
initial deposits of approximately $7.5 billion. Many of the entities which
deposited monies in the County Funds, including the County, are facing cash flow
difficulties because of the bankruptcy filing and may be required to reduce
programs or capital projects. This also may affect their ability to meet their
outstanding obligations.
The State has no existing obligation with respect to any
outstanding obligations or securities of the County or any of the other
participating entities. However, in the event the County is unable to maintain
county administered State programs because of insufficient resources, it may be
necessary for the State to intervene, but the State cannot presently predict
what, if any, action may occur.
On January 17, 1994, an earthquake of the magnitude of an
estimated 6.8 on the Richter Scale struck Los Angeles causing significant damage
to public and private structures and facilities. Although some individuals and
businesses suffered losses totaling in the billions of dollars, the overall
effect of the earthquake on the regional and State economy is not expected to be
serious.
STATE FINANCES
State moneys are segregated into the General Fund and
approximately 600 Special Funds. The General Fund consists
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of the revenues received into the State Treasury and earnings from State
investments, which are not required by law to be credited to any other fund. The
General Fund is the principal operating fund for the majority of governmental
activities and is the depository of most major State revenue sources.
The SFEU is funded with General Fund revenues and was
established to protect the State from unforeseen reduced levels of revenues
and/or unanticipated expenditure increases. Amounts in the SFEU may be
transferred by the Controller as necessary to meet cash needs of the General
Fund. The Controller is required to return moneys so transferred without payment
of interest as soon as there are sufficient moneys in the General Fund. For
budgeting and accounting purposes, any appropriation made from the SFEU is
deemed an appropriation from the General Fund. For year-end reporting purposes,
the Controller is required to add the balance in the General Fund so as to show
the total monies then available for General Fund purposes.
Inter-fund borrowing has been used for many years to meet
temporary imbalances of receipts and disbursements in the General Fund. As of
June 30, 1994, the General Fund had outstanding loans in the aggregate principal
amount of $43 million to the General Fund from the SFEU and outstanding loans in
the aggregate principal amount of $5.2 billion, which consisted of $4.0 billion
of internal loans to the General Fund from the SFEU and other Special Funds and
$1.2 billion of external loans represented by the 1994 revenue anticipation
warrants.
Articles XIIIA and XIIIB to the State Constitution and Other
Revenue Law Changes. Prior to 1977, revenues of the State government experienced
significant growth primarily as a result of inflation and continuous expansion
of the tax base of the State. In 1978, State voters approved an amendment to the
State Constitution known as Proposition 13, which added Article XIIIA to the
State Constitution, reducing ad valorem local property taxes by more than 50%.
In addition, Article XIIIA provides that additional taxes may be levied by
cities, counties and special districts only upon approval of not less than a
two-thirds vote of the "qualified electors" of such district, and requires not
less than a two-thirds vote of each of the two houses of the State Legislature
to enact any changes in State taxes for the purpose of increasing revenues,
whether by increased rate or changes in methods of computation.
Primarily as a result of the reductions in local property tax
revenues received by local governments following the passage of Proposition 13,
the Legislature undertook to provide assistance to such governments by
substantially increasing expenditures from the General Fund for that purpose
beginning in
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the 1978-79 fiscal year. In recent years, in addition to such increased
expenditures, the indexing of personal income tax rates (to adjust such rates
for the effects of inflation), the elimination of certain inheritance and gift
taxes and the increase of exemption levels for certain other such taxes had a
moderating impact on the growth in State revenues. In addition, the State has
increased expenditures by providing a variety of tax credits, including renters'
and senior citizens' credits and energy credits.
The State is subject to an annual "appropriations limit"
imposed by Article XIIIB of the State Constitution adopted in 1979. Article
XIIIB prohibits the State from spending "appropriations subject to limitation"
in excess of the appropriations limit imposed. "Appropriations subject to
limitations" are authorizations to spend "proceeds of taxes," which consist of
tax revenues, and certain other funds, including proceeds from regulatory
licenses, user charges or other fees to the extent that such proceeds exceed
"the cost reasonably borne by such entity in providing the regulation, product
or service." One of the exclusions from these limitations is "debt service"
(defined as "appropriations required to pay the cost of interest and redemption
charges, including the funding of any reserve or sinking fund required in
connection therewith, on indebtedness existing or legally authorized as of
January 1, 1979 or on bonded indebtedness thereafter approved" by the voters).
In addition, appropriations required to comply with mandates of courts or the
Federal government and, pursuant to Proposition 111 enacted in June 1990,
appropriations for qualified capital outlay projects and appropriations of
revenues derived from any increase in gasoline taxes and motor vehicle weight
fees above January 1, 1990 levels are not included as appropriations subject to
limitation. In addition, a number of recent initiatives were structured or
proposed to create new tax revenues dedicated to certain specific uses, with
such new taxes expressly exempted from the Article XIIIB limits (e.g., increased
cigarette and tobacco taxes enacted by Proposition 99 in 1988). The
appropriations limit also may be exceeded in cases of emergency. However, unless
the emergency arises from civil disturbance or natural disaster declared by the
Governor, and the appropriations are approved by two-thirds of the Legislature,
the appropriations limit for the next three years must be reduced by the amount
of the excess.
The State's appropriations limit in each year is based on the
limit for the prior year, adjusted annually for changes in California per capita
personal income and changes in population, and adjusted, when applicable, for
any transfer of financial responsibility of providing services to or from
another unit of government. The measurement of change in population is a blended
average of statewide overall population growth, and
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change in attendance at local school and community college ("K- 14") districts.
As amended by Proposition 111, the appropriations limit is tested over
consecutive two-year periods. Any excess of the aggregate "proceeds of taxes"
received over such two-year periods above the combined appropriations limits for
those two years is divided equally between transfers to K-14 districts and
refunds to taxpayers.
As originally enacted in 1979, the State's appropriations
limit was based on its 1978-79 fiscal year authorizations to expend proceeds of
taxes and was adjusted annually to reflect changes in cost of living and
population (using different definitions, which were modified by Proposition
111). Commencing with the 1991-92 fiscal year, the State's appropriations limit
is adjusted annually based on the actual 1986-87 limit, and as if Proposition
111 had been in effect. The State Legislature has enacted legislation to
implement Article XIIIB which defines certain terms used in Article XIIIB and
sets forth the methods for determining the State's appropriations limit.
Government Code Section 7912 requires an estimate of the State's appropriations
limit to be included in the Governor's Budget, and thereafter to be subject to
the budget process and established in the Budget Act.
For the 1990-91 fiscal year, the State appropriations limit
was $32.7 billion, and appropriations subject to limitation were $7.51 billion
under the limit. The limit for the 1991-92 fiscal year was $34.2 billion, and
appropriations subject to limitations were $3.8 billion under the limit. The
limit for the 1992-93 fiscal year was $35.01 billion, and the appropriations
subject to limitation were $7.53 billion under the limit. The limit for the
1993-94 fiscal year was $36.060 billion, and the appropriations subject to
limitation were $6.55 billion under the limit. The estimated limit for the
1994-95 fiscal year was $37.55 billion, and the appropriations subject to
limitations were estimated to be $6.05 billion under the limit.
In November 1988, State voters approved Proposition 98, which
changed State funding of public education below the university level and the
operation of the State's appropriations limit, primarily by guaranteeing K-14
schools a minimum share of General Fund revenues. Under Proposition 98 (as
modified by Proposition 111, which was enacted in June 1990), K- 14 schools are
guaranteed the greater of (a) 40.3% of General Fund revenues ("Test 1"), (b) the
amount appropriated to K-14 schools in the prior year, adjusted for changes in
the cost of living (measured as in Article XIIIB by reference to California per
capita personal income) and enrollment ("Test 2"), or (c) a third test, which
would replace the second test in any year when the percentage growth in per
capita General Fund revenues from
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the prior year plus .5% is less than the percentage growth in California per
capita personal income ("Test 3"). Under "Test 3," schools would receive the
amount appropriated in the prior year adjusted for changes in enrollment and per
capita General Fund revenues, plus an additional small adjustment factor. If
"Test 3" is used in any year, the difference between "Test 311 and "Test 2"
would become a "credit" to schools which would be the basis of payments in
future years when per capita General Fund revenue growth exceeds per capita
personal income growth.
Proposition 98 permits the Legislature by two- thirds vote of
both houses, with the Governor's concurrence, to suspend the K-14 schools'
minimum funding formula for a one-year period. In the fall of 1989, the
Legislature and the Governor utilized this provision to avoid having 40.3% of
revenues generated by a special supplemental sales tax enacted for earthquake
relief go to K-14 schools. Proposition 98 also contains provisions transferring
certain State tax revenues in excess of the Article XIIIB limit to K-14 schools.
The 1991-92 Budget Act, applying "Test 211 of Proposition 98,
appropriated approximately $18.5 billion for K- 14 schools pursuant to
Proposition 98. During the course of the fiscal year, revenues proved to be
substantially below expectations. By the time the Governor's Budget was
introduced in January 1992, it became clear that per capita growth in General
Fund revenues for 1991-92 would be far smaller than the growth in California per
capita personal income and the Governor's Budget therefore reflected a reduction
in Proposition 98 funding in 1991-92 by applying "Test 3" rather than "Test 2."
In response to the changing revenue situation and to fully
fund the Proposition 98 guarantee in both the 1991-92 and 1992-93 fiscal years
without exceeding it, the Legislature enacted several bills as part of the
1992-93 budget package which responded to the fiscal crisis in education
funding. Fiscal year 1991-92 Proposition 98 appropriations for K-14 schools were
reduced by $1.083 billion. In order to not adversely impact cash received by
school districts, however, a short-term loan was appropriated from the
non-Proposition 98 State General Fund. The Legislature then appropriated $16.6
billion to K-14 schools for 1992-93 (the minimum guaranteed by Proposition 98),
but designated $1.083 billion of this amount to "repay" the prior year loan,
thereby reducing cash outlays in 1992-93 by that amount. In addition to reducing
the 1991-92 fiscal year appropriations for K-14 schools by $1.083 billion and
converting the amount to a loan (the "inter-year adjustment"), Chapter 703,
Statutes of 1992 also made an adjustment to "Test 1," based on the additional
$1.2 billion of local property taxes that were shifted to schools and community
colleges. The "Test 1" percentage changed from 40% to 37%. Additionally, Chapter
703
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contained a provision that if an appellate court should determine that the "Test
1" recalculation or the inter-year adjustment is unconstitutional, unenforceable
or invalid, Proposition 98 would be suspended for the 1992-93 fiscal year, with
the result that K- 14 schools would receive the amount intended by the 1992-93
Budget Act compromise.
The State Controller stated in October 1992 that, because of a
drafting error in Chapter 703, he could not implement the $1.083 billion
reduction of the 1991-92 school funding appropriation, which was part of the
inter-year adjustment. The Legislature untimely enacted corrective legislation
as part of the 1993-94 Budget package to implement the $1.083 billion inter-year
adjustment as originally intended.
In the 1992-93 Budget Act, a new loan of $732 million was made
to K-12 schools in order to maintain per-average daily attendance ("ADA")
funding at the same level as 1991-92, at $4,187. An additional loan of $241
million was made to community college districts. These loans are to be repaid
from future Proposition 98 entitlements. (The teachers' organization lawsuit
discussed above also seeks to declare invalid the provision making the $732
million a loan "repayable" from future years' Proposition 98 funds. Including
both State and local funds, and adjusting for the loans and repayments, on a
cash basis, total Proposition 98 K-12 funding in 1992-93 increased to $21.5
billion, 2.4% more than the amount in 1992-93 ($21.0 billion).
Based on revised State tax revenues and estimated decreased
reported pupil enrollment, the 1993-94 Budget Act projected that the 1992-93
Proposition 98 Budget Act appropriations of $16.6 billion exceeded a revised
minimum guarantee by $313 million. As a result, the 1993-94 Budget Act reverted
$25 million in 1992-93 appropriations to the General Fund. Limiting the
reversion to this amount ensures that per ADA funding for general purposes will
remain at the prior year level of $4,217 per pupil. The 1993-94 Governor's
Budget subsequently proposed deficiency funding of $121 million for school
apportionments and special education, increasing funding per pupil in 1992-93 to
$4,244. The 1993-94 Budget Act also designated $98 million in 1992-93
appropriations toward satisfying prior years' guarantee levels, an obligation
that resulted primarily from updating State tax revenues for 1991-92, and
designates $190 million as a loan repayable from 1993-94 funding.
The 1993-94 Budget Act projected the Proposition 98 minimum
funding level at $13.5 billion based on the "Test 3" calculation where the
guarantee is determined by the change in per capita growth in General Fund
revenues, which are projected to decrease on a year-over-year basis. This amount
also takes
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into account increased property taxes transferred to school districts from other
local governments.
Legislation accompanying the 1993-94 Budget Act (Chapter 66/93
) Provided a new loan of $609 million to K-12 schools in order to maintain per
ADA funding at $4,217 and a loan of $178 million to community colleges. These
loans have been combined with the K-14 1992-93 loans into one loan totalling
$1.760 billion. Repayment of this loan would be from future years' Proposition
98 entitlements, and would be conditioned on maintaining current funding levels
per pupil for K-12 schools. Chapter 66 also reduced the "Test 1" percentage to
35% to reflect the property tax shift among local government agencies.
The 1994-95 Budget Act appropriated $14.4 billion of
Proposition 98 funds for K-14 schools based on Test 2. This exceeded the minimum
Proposition 98 guarantee by $8 million to maintain K-12 funding per pupil at
$4,217. Based upon updated State revenues, growth rates and inflation factors,
the 1994-95 Budget Act appropriated an additional $286 million within
Proposition 98 for the 1993-94 fiscal year, to reflect a need in appropriations
for school districts and county offices of education, as well as an anticipated
deficiency in special education fundings. These and other minor appropriation
adjustments increased the 1993-94 Proposition 98 guarantee to $13.8 billion,
which exceeded the minimum guarantee in that year by $272 million and provided
per pupil funding of $4,225.
The 1995-96 Governor's Budget adjusted the 1993-94 minimum
guarantee to reflect changes in enrollment and inflation, and 1993-94
Proposition 98 appropriations were increased to $14.1 billion, primarily to
reflect changes in the statutory continuous appropriation for apportionments.
The revised appropriations exceeded the minimum guarantee by $32 million. This
appropriation level still provided per-pupil funding of $4,225.
The 1994-95 Proposition 98 minimum guarantee also has been
adjusted for changes in factors described above, and was calculated to be $14.9
billion. Within the minimum guarantee, the dollars per pupil were maintained at
the prior year's level; consequently, the 1994-95 minimum guarantee included a
loan repayment of $135 million, and the per pupil funding increased to $4,231.
The 1995-96 Governor's Budget proposes to appropriate $15.9
billion of Proposition 98 funds to K-14 to meet the guarantee level. Included
within the guarantee is a loan repayment of $379 million for the combined
outstanding loans of $1.76 billion. Funding per pupil is estimated to increase
by $61 over 1994-95 to $4,292.
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SOURCES OF TAX REVENUE
The California personal income tax, which in 1992-93
contributed about 44% of General Fund revenues, is closely modeled after the
Federal income tax law. It is imposed on net taxable income (gross income less
exclusions and deductions). The tax is progressive with rates ranging from 1% to
11%. Personal, dependent, and other credits are allowed against the gross tax
liability. In addition, taxpayers may be subject to an alternative minimum tax
("AMT") which is much like the Federal AMT. This is designed to ensure that
excessive use of tax preferences does not reduce taxpayers' liabilities below
some minimum level. Legislation enacted in July 1991 added two new marginal tax
rates, at 10% and 11%, effective for tax years 1991 through 1995. After 1995,
the maximum personal income tax rate is scheduled to return to 9.3%, and the AMT
rate is scheduled to drop from 8.5% to 7%.
The personal income tax is adjusted annually by the change in
the consumer price index to prevent taxpayers from being pushed into higher tax
brackets without a real increase in income.
The sales tax is imposed upon retailers for the privilege of
selling tangible personal property in California. Most retail sales and leases
are subject to the tax. However, exemptions have been provided for certain
essentials such as food for home consumption, prescription drugs, gas,
electricity and water. Sales tax accounted for about 38% of General Fund revenue
in 1992-93. Bank and corporation tax revenues comprised about 11% of General
Fund revenue in 1992-93. In 1989, Proposition 99 added a 25 cents per pack
excise tax on cigarettes, and a new equivalent excise tax on other tobacco
products. Legislation enacted in 1993 added an additional 2 cents per pack for
the purpose of funding breast cancer research.
GENERAL FINANCIAL CONDITION OF THE STATE
In the years following enactment of the Federal Tax Reform Act
of 1986, and conforming changes to the State's tax laws, taxpayer behavior
became more difficult to predict, and the State experienced a series of fiscal
years in which revenue came in significantly higher or lower than original
estimates. The 1989-90 fiscal year ended with revenues below estimates and the
SFEU was fully depleted by June 30, 1990. This date essentially coincided with
the date of the most recent recession, and the State subsequently accumulated a
budget deficit in the SFEU approaching $2.8 billion at its peak. The State's
budget problems in recent years also have been caused by a structural imbalance
which has been identified by the current and previous Administrations. The
largest General Fund programs -- K-14
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education, health, welfare and corrections -- were increasing faster than the
revenue base, driven by the State's rapid population increases.
Starting in the 1990-91 fiscal year, each budget required
multibillion dollar actions to bring projected revenues and expenditures into
balance and to close large "budget gaps" which were identified. The Legislature
and Governor eventually agreed on significant cuts in program expenditures, some
transfers of program responsibilities and funding from the State to local
governments, revenue increases (particularly in the 1991-92 fiscal year budget),
and various one-time adjustments and accounting changes. However, as the
recession took hold and deepened after the summer of 1990, revenues dropped
sharply and expenditures for health and welfare programs increased as job losses
mounted, so that the State ended each of the 1990-91 and 1991-92 fiscal years
with an unanticipated deficit in the budget reserve, the SFEU, as compared to
projected positive balances.
As a result of the revenue shortfalls accumulating for the
previous two fiscal years, the Controller in April 1992 indicated that cash
resources (including borrowing from Special Funds) would not be sufficient to
meet all General Fund obligations due on June 30 and July 1, 1992. On June 25,
1992, the Controller issued $475 million of 1992 Revenue Anticipation Warrants
(the "1992 Warrants") in order to provide funds to cover all necessary payments
from the General Fund at the end of the 1991-92 fiscal year and on July 1, 1992.
The 1992 Warrants were paid on July 24, 1992. In addition to the 1992 Warrants,
the Controller reported that as of June 30, 1992, the General Fund had borrowed
$1.336 billion from the SFEU and $4.699 billion from other Special Funds, using
all but about $183 million of borrowable cash resources.
To balance the 1992-93 Governor's Budget, program reductions
totalling $4.365 billion and a revenue and transfer increase of $872 million
were proposed for the 1991-92 and 1992- 93 fiscal years. Economic performance in
the State continued to be sluggish after the 1992-93 Governor's Budget was
prepared. By the time of the "May Revision," issued on May 20, 1992, the
Administration estimated that the 1992-93 Budget needed to address a gap of
about $7.9 billion, much of which was needed to repay the accumulated budget
deficits of the previous two years.
The severity of the budget actions needed led to a long delay
in adopting the budget. With the failure to enact a budget by July 1, 1992, the
State had no legal authority to pay many of its vendors until the budget was
passed. Starting on July 1, 1992, the Controller was required to issue
"registered warrants" in lieu of normal warrants backed by cash to pay many
State obligations. Available cash was used to pay
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constitutionally mandated and priority obligations, such as debt service on
bonds and revenue anticipation warrants. Between July 1 and September 4, 1992,
the Controller issued an aggregate of approximately $3.8 billion of registered
warrants payable from the General Fund, all of which were called for redemption
by September 4, 1992 following enactment of the 1992-93 Budget Act and issuance
by the State of $3.3 billion of interim notes.
The Legislature enacted the 1992-93 Budget Bill on August 29,
1992, and it was signed by the Governor on September 2, 1992. The 1992-93 Budget
Act provided for expenditures of $57.4 billion and consisted of General Fund
expenditures of $40.8 billion and Special Fund and Bond Fund expenditures of
$16.6 billion. The Department of Finance estimated a balance in the SFEU of $28
million on June 30, 1993.
The $7.9 billion budget gap was closed primarily through cuts
in the program expenditures (principally for health and welfare programs, aid to
schools and support for higher education), together with some increases in
revenues from accelerated collections and changes in tax laws to confirm to
Federal law changes, and a variety of on-time inter-fund transfers and
deferrals. The other major component of the budget compromise was a law
requiring local governments to transfer a total of $1.3 billion to K-12 school
and community college districts, thereby reducing by that amount General Fund
support for those districts under Proposition 98.
In May 1993, the Department of Finance projected that the
General Fund would end the fiscal year on June 30, 1993 with an accumulated
budget deficit of about $2.8 billion, and a negative fund balance of about $2.2
billion (the difference being certain reserves for encumbrances and school
funding costs). As a result, the State issued $5 billion of revenue anticipation
notes and warrants.
The Governor's 1993-94 Budget, introduced on January 8, 1993,
proposed General Fund expenditures of $37.3 billion, with projected revenues of
$39.9 billion. It also proposed Special Fund expenditures of $12.4 billion and
Special Fund revenues of $12.1 billion. The 1993-94 fiscal year represented the
third consecutive year the Governor and the Legislature were faced with a very
difficult budget environment, requiring revenue actions and expenditure cuts
totaling billions of dollars to produce a balanced budget. To balance the budget
in the face of declining revenues, the Governor proposed a series of revenue
shifts from local government, reliance on increased Federal aid and reductions
in state spending.
The "May Revision" of the Governor's Budget, released on May
20, 1993, indicated that the revenue projections
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of the January Budget Proposal were tracking well, with the full year 1992-93
about $80 million higher than the January projection. Personal income tax
revenue was higher than projected, sales tax was close to target, and bank and
corporation taxes were lagging behind projections. The May Revision projected
the State would have an accumulated deficit of about $2.75 billion by June 30,
1993. The Governor proposed to eliminate this deficit over an 18-month period.
He also agreed to retain the 0.5% sales tax scheduled to expire June 30 for a
six-month period, dedicated to local public safety purposes, with a November
election to determine a permanent extension. Unlike previous years, the
Governor's Budget and May Revision did not calculate a "gap" to be closed, but
rather set forth revenue and expenditure forecasts and proposals designed to
produce a balanced budget.
The 1993-94 Budget Act was signed by the Governor on June 30,
1993, along with implementing legislation. The Governor vetoed about $71 million
in spending. With enactment of the Budget Act, the State carried out its regular
cash flow borrowing program for the fiscal year, which included the issuance of
approximately $2 billion of revenue anticipation notes that matured on June 28,
1994.
The 1993-94 Budget Act was predicated on General Fund revenues
and transfers estimated at $40.6 billion, about $700 million higher than the
January Governor's Budget, but still about $400 million below 1992-93 (and the
second consecutive year of actual decline). The principal reasons for declining
revenues were the continued weak economy and the expiration (or repeal) of three
fiscal steps taken in 1991--a half cent temporary sales tax, a deferral of
operating loss carry forwards, and repeal by initiative of a sales tax on candy
and snack foods.
The 1993-94 Budget Act also assumed Special Fund revenues of
$11.9 billion, an increase of 2.9% over 1992-93.
The 1993-94 Budget Act included General Fund expenditures of
$38.5 billion (a 6.3% reduction from projected 1992-93 expenditures of $41.1
billion), in order to keep a balanced budget within the available revenues. The
Budget also included Special Fund expenditures of $12.1 billion, a 4.2%
increase.
The 1993-94 Budget Act contained no General Fund tax/revenue
increases other than a two year suspension of the renters' tax credit.
Administration reports during the course of the 1993-94 fiscal
year indicated that while economic recovery appeared to have started in the
second half of the fiscal year,
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recessionary conditions continued longer than had been anticipated when the
1993-94 Budget Act was adopted. Overall, revenues for the 1993-94 fiscal year
were about $800 million lower than original projections, and expenditures were
about $780 million higher, primarily because of higher health and welfare
caseloads, lower property taxes which require greater State support for K-14
education to make up to shortfall, and lower than anticipated Federal government
payments for immigrationrelated costs. The reports in May and June 1994,
indicated that revenues in the second half of the 1993-94 fiscal year were very
close to the projections made in the Governor'S Budget of January 10, 1994,
which was consistent with a slow turn around in the economy.
The Department of Finance's July 1994 Bulletin, which included
final June receipts, reported that June revenues were $114 million (2.5%) above
projection, with final end-ofyear results at $377 million (about 1%) above the
May Revision projections. Part of this result was due to the end-of-year
adjustments and reconciliations. Personal income tax and sales tax continued to
track projections. The largest factor in the higher than anticipated revenues
was from bank and corporation taxes, which were $140 million (18.4%) above
projection in June.
During the 1993-94 fiscal year, the State implemented the
Deficit Retirement Plan, which was part of the 1993-94 Budget Act, by issuing
$1.2 billion of revenue anticipation warrants in February 1994 that matured
December 21, 1994. This borrowing reduced the cash deficit at the end of the
1993-94 fiscal year. Nevertheless, because of the $1.5 billion variance from the
original 1993-94 Budget Act assumptions, the General Fund ended the fiscal year
at June 30, 1994 carrying forward an accumulated deficit of approximately $1.8
billion.
Because of the revenue shortfall and the State's reduced
internal borrowable cash resources, in addition to the $1.2 billion of revenue
anticipation warrants issued as part of the Deficit Retirement Plan, the State
issued an additional $2.0 billion of revenue anticipation warrants that matured
July 26, 1994, which were needed to fund the State's obligations and expenses
through the end of the 1993-94 fiscal year.
The 1994-95 fiscal year represented the fourth consecutive
year the Governor and Legislature were faced with a very difficult budget
environment to produce A balanced budget. Many program cost and budgetary
adjustments had already been made in the last three years. The Governor's Budget
Proposal, as updated in May and June 1994 proposed a two-year solution to pass
the accumulated deficit. The budget proposal set forth revenue and expenditure
forecasts and revenue and expenditure proposals which estimated operating
surpluses for the budget for
-43-
<PAGE>
both 1994-95 and 1995-96, and lead to the elimination of the accumulated budget
deficit, estimated at about $1.8 billion at June 30, 1994, by June 30, 1996.
The 1994-95 Budget Act, signed by the Governor on July 8,
1994, projected revenues and transfers of $41.9 billion, $2.1 billion higher
than revenues in 1993-94. This reflected the Administration's forecast of an
improving economy. Also included in this figure was the projected receipt of
about $360 million from the Federal Government to reimburse the State's cost of
incarcerating undocumented immigrants, most of which eventually was not
received.
The 1994-95 Budget Act projected Special Fund revenues of
$12.1 billion, a decrease of 2.4% from 1993-94 estimated revenues.
The 1994-95 Budget Act projected General Fund expenditures of
$40.9 billion, an increase of $1.6 billion over the 1993-94 fiscal year. The
1994-95 Budget Act also projected Special Fund expenditures of $13.7 billion, a
5.4% increase over 1993-94 fiscal year estimated expenditures.
The 1994-95 Budget Act contained no tax increases. Under
legislation enacted for the 1993-94 Budget Act, the renters' tax credit was
suspended for two years (1993 and 1994). A ballot proposition to permanently
restore the renters' tax credit after 1995 failed at the June 1994 election. The
Legislature enacted a further one-year suspension of the renters' tax credit,
for 1995, saving about $390 million in the 1995-96 fiscal year.
The 1994-95 Budget Act assumed that the State would use a cash
flow borrowing program in 1994-95 which combines one-year notes and two-year
warrants, which were issued. Issuance of the warrants allows the State to defer
repayment of approximately $1.0 billion of its accumulated budget deficit into
the 1995-96 fiscal year. The Budget Adjustment Law enacted along with the
1994-95 Budget Act is designed to ensure that the warrants will be repaid in the
1995-96 fiscal year.
The Department of Finance Bulletin for April 1995 reported
that General Fund revenues for March 1995 were $28 million, or 1.1%, below
forecast, and that year-to-date General Fund revenues were $110 million, or
0.4%, below forecast.
Initial analysis of the Federal fiscal year 1995 budget by the
Department of Finance indicates that about $98 million was appropriated for
California to offset costs of incarceration of undocumented and refugee
immigrants, less than
-44-
<PAGE>
the $356 million which was assumed in the State's 1954-95 Budget Act.
For the first time in four years, the State enters the
upcoming 1995-96 fiscal year with strengthening revenues based on an improving
economy. On January 10, 1995, the Governor presented his 1995-96 Fiscal Year
Budget Proposal (the "Proposed Budget"). The Proposed Budget estimates General
Fund revenues and transfers of $42.5 billion (an increase of 0.2% over 1994-
95). This nominal increase from 1994-95 fiscal year reflects the Governor's
realignment proposal and the first year of his tax cut proposal. Without these
two proposals, General Fund revenues would be projected at approximately $43.8
billion, or an increase of 3.3% over 1994-95. Expenditures are estimated at
$41.7 billion (essentially unchanged from 1994-95). Special Fund revenues are
estimated at $13.5 billion (10.7% higher than 1994- 95) and Special Fund
expenditures are estimated at $13.8 billion (12.2% higher than 1994-95). The
Proposed Budget projects that the General Fund will end the fiscal year at June
30, 1996 with a budget surplus in SFEU of about $92 million, or less than 1% of
General Fund expenditures, and will have repaid all of the accumulated budget
deficits.
RECENT ECONOMIC TRENDS
Revised employment data indicate that California's recession
ended in 1993, and following a period of stability, a solid recovery is now
underway. The State's unemployment rate fell sharply last year, from 10.1% in
January to 7.7% in October and November 1994. The gap between the national and
California jobless rates narrowed from 3.4 percentage points at the beginning of
1994 to an average of 2 percentage points in October and November. The number of
unemployed Californians fell by nearly 400,000 during the year, while civilian
employment increased more than 300,000 in 1994.
Other indicators, including retail sales, homebuilding
activity, existing home sales and bank lending volume all confirm the State's
recovery .
Personal income was severely affected by the Northridge
Earthquake, which reduced the first quarter 1994 figure by $22 billion at an
annual rate, reflecting the uninsured damage to residences and unincorporated
businesses. As a result, personal income growth for all of 1994 was about 4.2%.
However, excluding the Northridge effects, growth would have been in excess of
5%. Personal income is expected to grow 6.6% for 1995.
-45-
<PAGE>
OTHER INFORMATION
As of April 22, 1996, the following person was known by Fund
Management to have owned beneficially, directly or indirectly, 5% or more of the
outstanding shares of the Fund: Esther Miller, Agent for Emunah Trust (6.70%),
13-47 Zito Court, Fairlawn, New Jersey 07410.
FINANCIAL STATEMENTS
Audited financial statements of the Fund for the year ended
December 31, 1995 are attached hereto.
-46-
<PAGE>
INFORMATION WITH RESPECT TO SECURITIES RATINGS*
Standard & Poor's Corporation.
A description of the applicable Standard & Poor's Corporation
rating symbols and their meanings follows:
S&P's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.
The bond rating is not a recommendation to purchase or sell a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information, or
for other circumstances.
The ratings are based, in varying degrees, on the following
considerations.
(1) Likelihood of default--capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation.
(2) Nature and provisions of the obligation.
(3) Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other arrangements
under the laws of bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA--Bonds rated AA have a very strong capacity to pay interest
and repay principal, and differ from the highest rated issue only in small
degree.
- --------
* As published by the rating companies.
A-1
<PAGE>
A--Bonds rated A have a strong capacity to pay interest and
repay principal, although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds in higher
rated categories.
BBB--Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for bonds in this category than for bonds in the higher rated
categories.
Plus(+) or Minus(-): The ratings from "AA" to "BBB" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
Provisional Ratings: the letter "p" indicates that the rating
is provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.
MOODY'S INVESTORS SERVICE, INC.
A brief description of the applicable Moody's Investors
Service, Inc. rating symbols and their meanings follows:
Aaa--Bonds which are rated Aaa are judged to be the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "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. Their
safety is so absolute that, with the occasional exception of oversupply in a few
specific instances, characteristically, their market value is affected solely by
money market fluctuations.
Aa--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
A-2
<PAGE>
other elements present which make the long-term risks appear somewhat larger
than in Aaa securities. Their market value is virtually immune to all but money
market influences, with the occasional exception of oversupply in a few specific
instances.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future. The market value of A-rated bonds may be influenced to some degree by
economic performance during a sustained period of depressed business conditions,
but, during periods of normalcy, A-rated bonds frequently move in parallel with
Aaa and Aa obligations, with the occasional exception of oversupply in a few
specific instances.
Baa--Bonds which are rated Baa are considered as lower medium
grade obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. The market
value of Baa-rated bonds is more sensitive to changes in economic circumstances,
and aside from occasional speculative factors applying to some bonds of this
class, Baa market valuations move in parallel with Aaa, Aa and A obligations
during periods of economic normalcy, except in instances of oversupply.
Moody's bond rating symbols may contain numerical modifiers of
a generic rating classification. The modifier 1 indicates that the bond ranks at
the high end of its category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.
Con. (---)--Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (1) earnings of projects under
construction, (2) earnings of projects unseasoned in operation experience, (3)
rentals which begin when facilities are completed, or (4) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of condition.
A-3
<PAGE>
FITCH
Ratings
A brief description of the applicable Fitch Investors Service,
Inc. rating symbols and their meanings is as follows:
AAA
Bonds rated AAA are considered to be investment grade and of
the highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of
the very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated AAA.
Because bonds rated in the AAA and AA categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated F-1+.
A
Bonds rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
BB
Bonds rated BB are considered speculative. The obligor's
ability to pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service requirements.
A-4
<PAGE>
B
Bonds rated B are considered highly speculative. While bonds
in this class are currently meeting debt service requirements, the probability
of continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable characteristics,
which, if not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC
Bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C
Bonds rated C are in imminent default in payment of interest
or principal.
DDD, DD AND D
Bonds rated DDD, DD and D are in actual or imminent default of
interest and/or principal payments. Such bonds are extremely speculative and
should be valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. DDD represents the highest potential for recovery
on these bonds and D represents the lowest potential for recovery.
Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA Category covering 12-36 months or
the DDD, DD or D categories.
A-5
<PAGE>
DUFF & PHELPS, INC.
RATING
SCALE DEFINITION
AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are strong.
AA- Risk is AA modest but may vary slightly from time to
time
AA- because of economic conditions.
A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
of
A- economic stress.
BBB+ Below average protection factors but still considered
BBB sufficient for prudent investment. Considerable
BBB- variability in risk during economic cycles.
BB+ Below investment grade but deemed likely to meet
BB obligations when due. Present or prospective financial
BB- protection factors fluctuate according to industry
conditions or company fortunes. Overall quality may
move up or down frequently within this category.
B+ Below investment grade and possessing risk that
B obligations will not be met when due. Financial
B- protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.
CCC Well below investment grade securities. Considerable
uncertainty exists as to timely payment of principal, interest
or preferred dividends. Protection factors are narrow and risk
can be substantial with unfavorable economic/industry
conditions, and/or with unfavorable company developments.
DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments.
DP Preferred stock with dividend arrearages.
A-6
<PAGE>
RATING
SCALE DEFINITION
HIGH GRADE
Duff 1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.
Duff 1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors.
Risk factors are minor.
Duff 1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are
very small.
GOOD GRADE
Duff 2 Good certainty of timely payment. Liquidity factors
and company fundamentals are sound. Although ongoing
funding needs may enlarge total financing requirements,
access to capital markets is good. Risk factors are
small.
SATISFACTORY GRADE
Duff 3 Satisfactory liquidity and other protection factors
qualify issues as to investment grade. Risk factors
are larger and subject to more variation.
Nevertheless, timely payment is expected.
NON-INVESTMENT GRADE
Duff 4 Speculative investment characteristics. Liquidity is
not sufficient to insure against disruption in debt
service. Operating factors and market access may be
subject to a high degree of variation.
DEFAULT
Issuer failed to meet scheduled principal and/or interest payments.
MUNICIPAL NOTE RATINGS
The ratings of Moody's for tax-exempt notes are MIG 1, MIG 2,
MIG 3 and MIG 4. Notes bearing the designation MIG 1 are
A-7
<PAGE>
judged to be of the best quality, enjoying strong protection from cash flows of
funds for their servicing or form established and broad-based access to the
market for refinancing, or both. Notes bearing the designation MIG 2 are judged
to be of high quality, with margins of protection ample although not so large as
in the preceding group. Notes bearing the designation MIG 3 are judged to be of
favorable quality, with all security elements accounted for, but lacking the
undeniable strength of the preceding grades. Market access for refinancing, in
particular, is likely to be less well established. Notes bearing the designation
MIG 4 are judged to be of adequate quality, carrying specific risk but having
protection commonly regarded as required of an investment security and not
distinctly or predominantly speculative.
SHORT-TERM RATINGS
FITCH
Fitch's short-term ratings apply to debt obligations that are
payable on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance for timely
payment.
Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in degree than issues
rated F-1+.
F-1
Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in degree than issues
rated F-1+.
F-2
Good Credit Quality. Issues carrying this rating have a
satisfactory degree of assurance for timely payments, but the margin of safety
is not as great as the F-1+ and F-1 categories.
A-8
<PAGE>
MUNICIPAL COMMERCIAL PAPER RATINGS
Moody's and S&P's ratings grades for commercial paper, set forth
below, are applied to municipal commercial paper as well as taxable commercial
paper.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an original
maturity in excess of nine months. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime-1, Highest Quality; Prime-2, Higher
Quality; and Prime-3, High Quality.
S&P's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. Issues assigned A ratings are
regarded as having the greatest capacity for timely payment. Issues in this
category are further refined with the designation 1, 2 and 3 to indicate the
relative degree of safety. The "A-2" designation indicates that the degree of
safety regarding timely payment is very strong. The "A-2" designation indicates
that capacity for timely payment is strong. However, the relative degree of
safety is not as overwhelming as for issues designated "A-1". The "A-3"
designation indicates that the capacity for timely payment is satisfactory. Such
issues, however, are somewhat more vulnerable to the adverse effects of changes
in circumstances than obligations carrying the higher designations. Issues rated
"B" are regarded as having only an adequate capacity for timely payment and such
capacity may be impaired by changing conditions or short-term adversities.
A-9
<PAGE>
(Left column)
THE CALIFORNIA MUNI FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
- --------------------------------------------------------------------------------
ASSETS
Cash.......................................................... $ 88,714
Investment in securities at value (cost $17,427,017).......... 18,194,659
Interest receivable........................................... 258,709
-----------
Total assets............................................ 18,542,082
-----------
LIABILITIES
Payables
Dividends................................................... 14,473
Capital Shares Redeemed..................................... 5,812,594
Accrued expenses.............................................. 92,683
-----------
Total liabilities....................................... 5,919,750
-----------
NET ASSETS consisting of:
Accumulated net realized loss.................... $ (373,252)
Unrealized appreciation of securities............ 767,642
Paid-in-capital applicable to 1,416,845 shares
of beneficial interest (Note 4)................ 12,227,942
----------- -----------
$12,622,332
===========
NET ASSET VALUE PER SHARE....................................... $8.91
=====
(Right column)
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest income............................................... $1,111,595
EXPENSES (Notes 2 and 3)
Management fee....................................... $67,639
Custodian and accounting fees........................ 61,158
Transfer agent fees.................................. 27,231
Professional fees.................................... 142,856
Printing and postage................................. 9,607
Interest............................................. 53,171
Distribution expenses................................ 51,029
Shareholder communication............................ 12,000
Trustees' fees....................................... 7,532
Miscellaneous........................................ 730
-------
Total expenses.......................................... 432,953
----------
Net investment income................................... 678,642
----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments.............................. 152,418
Unrealized appreciation of investments for the year........... 3,192,187
----------
Net gain on investments................................. 3,344,605
----------
NET INCREASE IN NET ASSETS FROM OPERATIONS...................... $4,023,247
==========
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income............................................. $ 678,642 $ 947,323
Net realized gain (loss) on investments........................... 152,418 (525,670)
Unrealized appreciation (depreciation) of investments for the year 3,192,187 (3,571,076)
------------ ------------
Net increase (decrease) in net assets from operations....... 4,023,247 (3,149,423)
DIVIDENDS PAID TO SHAREHOLDERS FROM
Investment income................................................. (678,642) (947,323)
CAPITAL SHARE TRANSACTIONS (Note 4)................................. (1,279,945) (1,625,159)
------------ ------------
Total increase (decrease)................................... 2,064,660 (5,721,905)
NET ASSETS:
Beginning of year................................................. 10,557,672 16,279,577
------------ ------------
End of year....................................................... $12,622,332 $10,557,672
============ ============
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
THE CALIFORNIA MUNI FUND
STATEMENT OF INVESTMENTS
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Issue000 Type0 Rating00 Value
------ -------- ----- -------- -----
<S> <C> <C> <C> <C>
$ 100,000 Arvin Development Corporation, COP, RB, 8.750%, 9/01/18........................ FCLT NR $ 24,015
9,395,000 Bakersfield, COP, ETM, CAB, 4/15/21............................................ FCLT AAA 2,335,127
200,000 Beverly Hills, PFA, RB, IFRN*, MBIA Insured, 6/01/15........................... LRIB AAA 192,344
250,000 Big Independent Cities, Pooled Insurance Program, RB, Series A,
8.250%, 3/01/09.............................................................. FCLT NR 258,205
100,000 CSAC Finance Corp, COP, Sutter County Health Facilities Project,
7.800%, 1/01/21.............................................................. FCLT BAA1 101,873
40,000 California Health Facilities Authority, Pomona Valley Community Hospital
Project, Series A, 7.000%, 1/01/17........................................... FCLT A- 40,527
1,050,000 California Health Facilities Authority, Valley Presbyterian Hospital Project,
RB, Series A, 9.000%, 5/01/12................................................ FCLT BB 1,051,333
300,000 California Statewide Communities Development Authority, Cedars Sinai Medical
Project, COP, RB, IFRN*, 11/01/15............................................ LRIB A1 248,232
15,000 Corona City, CRA, SFRM, RB, 9.000%, 11/15/12................................... FCLT A 15,395
300,000 East Bay, Wastewater System Project, RB, Refunding, AMBAC Insured,
IFRN*, 6/01/20............................................................... LRIB AAA 297,774
500,000 Foothill/Eastern Transportation Corridor Agency, Toll Road Revenue,
CAB, 1/01/26................................................................. FCLT BBB- 74,410
250,000 Hawthorne, CRA, TAR, 6.750%, 9/01/24........................................... FCLT BAA 264,592
1,800,000 Irvine Ranch Water District, Consolidated Improvement Districts,
LOC Industrialized Bank of Japan, VRDN, 6/01/15.............................. VRDN VMIG1 1,800,000
200,000 Lake Elsinore, USD, Refunding, COP, 6.900%, 2/01/20............................ FCLT BBB 215,066
1,700,000 Los Angeles Regional Airports Improvement Corp, LOC Societe Generale,
VRDN, 12/01/25............................................................... VRDN A1+ 1,700,000
1,192,923 Los Angeles, HFA, MFH Project C, CAB, RB, 12/01/2.............................. FCLT NR 1,192,923
15,000 Los Angeles, Home Mortgage, RB, 9.000%, 6/15/18................................ FCLT A 15,620
300,000 Los Angeles, Multiple Capital Facilities Project III, COP, IFRN*, 11/01/11..... INLT A1 300,438
575,000 Madera, USD, COP, Educational Facilities Project, 5.750%, 9/01/13.............. FCLT BAA1 560,027
35,000 Modesto, Valley Oak Project, RB, 10.60%, 5/01/09............................... FCSI NR 36,450
350,000 New Haven, USD, AMBAC Insured, CAB, 8/01/16.................................... FCLT AAA 107,636
250,000 Northern California Power Agency, Multiple Capital Facilities, RB,
MBIA Insured, IFRN*, 8/01/25................................................. LRIB AAA 292,083
250,000 Northern California Transmission Agency, CA-ORE Transmission Project, RB,
MBIA insured, IFRN*, 4/29/24................................................. LRIB AAA 245,325
250,000 Orange County, LTA, RB, IFRN*, 2/14/11......................................... LRIB AA 272,963
250,000 Orange County, LTA, RB, IFRN*, 2/14/11......................................... LRIB AAA 271,358
250,000 Palmdale, SFRM, Series A, CAB, 3/01/17......................................... FCLT AAA 75,903
200,000 Panoche, Water District, COP, 7.500%, 12/01/08................................. FCSI BBB 219,374
250,000 Rancho, Water District Financing Authority, RB, Prerefunded @104,
AMBAC Insured, IFRN*, 8/17/21................................................ LRIB AAA 318,075
250,000 Redding, Electric System, COP, Series A, FGIC Insured, IFRN*, 6/01/19.......... LRIB AAA 254,368
500,000 Rio, USD, COP, FSA Insured, Convertible, CAB, 9/01/28.......................... FCLT AAA 332,780
</TABLE>
6
<PAGE>
THE CALIFORNIA MUNI FUND
STATEMENT OF INVESTMENTS (continued)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Issue000 Type0 Rating00 Value
------ -------- ----- -------- -----
<S> <C> <C> <C> <C>
$ 175,000 Riverside, HFA, Riverside Apartment Project, RB, 7.875%, 11/01/19.............. FCSI BB- $ 185,133
2,000,000 Salinas Redevelopment Agency, TAB, CGIC Insured, Central City Project,
CAB, 11/01/22................................................................ FCLT AAA 453,040
500,000 San Bernardino, COP, Series B, MBIA Insured, IFRN*, 7/01/16.................... INLT AAA 515,550
900,000 San Bernardino, COP, Series PA-38, MBIA Insured, IFRN*, 7/01/16................ LRIB AAA 937,512
200,000 San Diego Water Authority, COP, FGIC Insured, IFRN*, 4/22/09................... LRIB AAA 220,992
1,440,000 San Jose, CRA, TAB, MBIA Insured, IFRN*, 8/01/16............................... LRIB AAA 1,325,174
250,000 Solana County, IHFA, Northbay Hospital, COP, 7.750%, 11/01/19.................. FCLT BBB- 261,855
500,000 Southern California Public Power Authority, AMBAC Insured, IFRN*, 7/01/15...... LRIB AAA 461,015
250,000 Southern California Public Power Authority, FGIC Insured, IFRN*, 7/01/17....... LRIB AAA 244,297
105,000 Tri City, HFA, FNMA/GNMA Collateralized, AMT, Series A, 6.450%, 12/01/28....... FCLT AAA 110,029
250,000 Tri City, HFA, FNMA/GNMA Collateralized, AMT, Series B, 6.300%, 12/01/28....... FCLT AAA 258,482
100,000 Upland, HFA, RB, 7.850%, 7/01/20............................................... FCLT BBB 107,364
-----------
Total Investments (Cost $17,427,017**)................................. $18,194,659
===========
</TABLE>
* Inverse Floating Rate Notes (IFRN) are instruments whose interest rates bear
an inverse relationship to the interest rate on another security or the value
of an index. (see Note 5). Rates shown are at year end.
** Cost is the same for Federal income tax purposes.
7
<PAGE>
THE CALIFORNIA MUNI FUND
STATEMENT OF INVESTMENTS (continued)
December 31, 1995
- --------------------------------------------------------------------------------
Legend
0Type FCLT -Fixed Coupon Long Term
FCSI -Fixed Coupon Short or Intermediate Term
LRIB -Residual Interest Bond Long Term
SRIB -Residual Interest Bond Short or Intermediate Term
INLT -Indexed Inverse Floating Rate Bond Long Term
INSI -Indexed Inverse Floating Rate Bond Short or Intermediate Term
VRDN -Variable Rate Demand Note
00Ratings If a security has a split rating the highest applicable rating is
used, including published ratings on identical credits for individual
securities not individually rated. Ratings are unaudited.
NR-Not Rated
000Issue AMBAC American Municipal Bond Assurance Corporation
AMT Alternative Minimum Tax
CAB Capital Appreciation Bond
CGIC Capital Guaranty Insurance Company
COP Certificate of Participation
CRA California Redevelopment Agency
ETM Escrowed to Maturity
FGIC Financial Guaranty Insurance Corporation
FNMA Federal National Mortgage Association
FSA Financial Security Association
GNMA Government National Mortgage Association
HFA Housing Finance Authority
IHFA Intercommunity Hospital Financing Authority
LTA Local Transportation Authority
MBIA Municipal Bond Insurance Assurance Corporation
MFH Multi Family Housing
PFA Public Financing Authority
RB Revenue Bond
SFRM Single Family Residential Mortgage
TAB Tax Allocation Bond
TAR Tax Allocation Refunding
USD Unified School District
See Notes to Financial Statements.
8
<PAGE>
THE CALIFORNIA MUNI FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(Left Column)
1. Significant Accounting Policies
The California Muni Fund (the Fund) was organized as a Massachusetts
business trust and is registered as an open end management investment company
under the Investment Company Act of 1940. The Fund seeks to provide investors
with as high a level of income that is excluded from gross income for Federal
income tax purposes and exempt from California personal income tax as is
consistent with the preservation of capital. The following is a summary of
significant accounting policies followed in the preparation of its financial
statements:
Valuation of Securities-Investments are stated at value based on prices
provided by a pricing service when such prices are believed to reflect the fair
market value of such securities. Securities not priced in this manner are at the
mean of the last reported bid and asked prices provided by principal market
makers and recognized dealers in such securities. Other assets and securities
for which no quotations are readily available are valued in good faith under
methods approved by the Board of Trustees.
Federal Income Taxes-It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to "regulated investment companies" and
to distribute all of its taxable and tax exempt income to its shareholders.
Therefore, no provision for federal income tax is required.
Distributions-The Fund declares dividends daily from its net investment
income and pays such dividends on the last business day of each month.
Distributions of net capital gains, if any, realized on sales of investments are
made annually, as declared by the Fund's Board of Trustees. Distributions are
determined in accordance with income tax regulations. Dividends are reinvested
at the net asset value unless shareholders request payment in cash.
General-Securities transactions are accounted for on a trade date basis.
Interest income is accrued as earned. Premiums and original issue discount on
securities purchased are amortized over the life of the respective securities.
Realized gains and losses from the sale of securities are recorded on an
identified cost basis.
Accounting Estimates-The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and decreases in
net assets from operations during the reporting period. Actual results could
differ from those estimates.
2. Investment Advisory Fees and Other Transactions With Affiliates
Under a Management Agreement, the Fund pays an investment management fee to
Fundamental Portfolio Advisors, Inc. (the Man-
(Right column)
ager) equal to 0.5% of the Fund's average daily net asset value up to $100
million and decreasing by .02% of each $100 million increase in net assets down
to 0.4% of net assets in excess of $500 million.
Under the Agreement, the Manager is required to reimburse to the Fund an
amount not exceeding the amount of fees payable to the Manager under the
Agreement for any fiscal year, if, and to the extent that the aggregate
operating expenses of the Fund for any fiscal year (including the fees payable
to the Manager, but excluding interest expense, taxes, brokerage fees and
commissions, extraordinary expenses beyond the control of the Manager and other
fees and expenses properly excludable from the definition of "aggregate annual
expenses" under California law) exceed any expense limitation imposed under
California law. No such reimbursements was required during the year ended
December 31, 1995.
Pursuant to a Distribution Plan (the Plan) adopted pursuant to Rule12b-1,
promulgated under the Investment Company Act of 1940, the Fund may pay certain
promotional and advertising expenses and may compensate certain registered
securities dealers and financial institutions for services provided in
connection with the processing of orders for purchase or redemption of the
Fund's shares and furnishing other shareholder services. Payments by the Fund
shall not in the aggregate, in any fiscal year, exceed 0.5% of the average daily
net assets of the Fund.
Under a Distribution Agreement with Fundamental Service Corporation (FSC),
an affiliate of the Manager, amounts are paid under the Plan to compensate FSC
for the services it provides and the expenses it bears in distributing the
Fund's shares to investors. Fees for those services aggregated $9,600 for the
year ended December 31, 1995.
The Fund compensates Fundamental Shareholder Services, Inc., an affiliate of
the Manager, for the services it provides under a Transfer Agent and Service
Agreement. Transfer agent fees for the year ended December 31, 1995 are set
forth in the statement of operations.
3. Trustees' Fees
All of the Trustees of the Fund are also directors or trustees of two other
affiliated mutual funds for which the Manager acts as investment adviser. For
services and attendance at board meetings and meetings of committees which are
common to each Fund, each Trustee who is not affiliated with the Manager is
compensated at the rate of $6,500 per quarter pro rated among the funds based on
their respective average net assets.
4. Shares of Beneficial Interest
As of December 31, 1995 there were an unlimited number of shares of
beneficial interest (no par value) authorized.
9
<PAGE>
THE CALIFORNIA MUNI FUND
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
(left column)
Transactions in shares of beneficial interest were as follows:
Year Ended Year Ended
December 31, 1995 December 31, 1994
------------------------ ------------------------
Shares Amount Shares Amount
--------- ---------- --------- -----------
Shares sold............. 7,881,857 $66,180,540 1,971,607 $15,716,250
Shares issued on
reinvestment of
dividends............. 60,506 494,825 69,822 570,507
Shares redeemed......... (8,012,453) (67,955,310) (2,270,355) (17,911,916)
--------- ---------- --------- -----------
Net increase (decrease). (70,090) ($1,279,945) (228,926) ($1,625,159)
========= ========== ========= ===========
5. Complex Securities and Investment Transactions
Inverse Floating Rate Notes:
The Fund invests in variable rate securities commonly called "inverse
floaters". The interest rates on these securities have an inverse relationship
to the interest rate of other securities or the value of an index. Changes in
interest rate on the other security or index inversely affect the rate paid on
the inverse floater, and the inverse floater's price will be more volatile than
that of a fixed rate bond. Certain interest rate movements and other market
factors can substantially affect the liquidity of IFRN's.
Investment Transactions:
During the year ended December 31, 1995, the cost of purchases and proceeds
from sales of investment securities, other than short-term obligations, were
$7,389,258 and $7,877,645 respectively.
As of December 31, 1995 the net unrealized appreciation of portfolio
securities amounted to $767,642 composed of unrealized appreciation of
$1,033,537 and unrealized depreciation of $265,895.
(Right column)
6. Line of Credit
The Fund has a line of credit agreement with its custodian bank
collateralized by portfolio securities. Borrowings under this agreement bear
interest linked to the bank's prime rate.
7. Contingencies
The Fund has been named as a defendant in a class action lawsuit alleging
that the Fund invested in certain derivative financial instruments that were
inconsistent with the Fund's stated investment objectives. The suit claims that
the defendants, which include the Fund's investment adviser, distributor, and
certain control persons, are liable for damages because there existed material
misstatements or omissions in the prospectuses that rendered them misleading.
Management has entered into negotiations with the plaintiffs who have
consented to a series of adjournments of all operative dates in the litigation.
These negotiations have resulted in a settlement in principle with the
plaintiffs that, if consummated, would require a payment of approximately
$500,000 or more under certain future circumstances by the Fund's investment
adviser and no liability or cost to the Fund or its shareholders. The
contemplated stipulation of settlement expressly states that the settlement does
not constitute an admission of wrongdoing by the Fund or any of the other
defendants. The settlement remains subject to final documentation and agreement
by the parties and approval by the Court. If the settlement is not successfully
concluded, the Fund intends to contest the litigation vigorously. If this
litigation ever goes forward, it would involve significant complexities that
preclude a present determination of whether any liability to the Fund ultimately
would result and, if so, whether any such liability would be material to the
financial position of the Fund. Accordingly, and because the contemplated
settlement does not require any payment by the Fund, no amount has been accrued
in the financial statements with respect to this matter. 8. Selected Financial
Information
10
<PAGE>
THE CALIFORNIA MUNI FUND
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
Net Asset Value, Beginning of Year......................... $ 7.10 $ 9.49 $ 8.81 $ 8.80 $ 8.64
Income from investment operations:
Net investment income...................................... .419 .553 .563 .604 .571
Net realized and unrealized gains (losses) on investments.. 1.810 (2.390) .876 .010 .160
Total from investment operations................... 2.229 (1.837) 1.439 .614 .731
Less Distributions:
Dividends from net investment income....................... (.419) (.553) (.563) (.604) (.571)
Dividends from net realized gains.......................... - - (.196) - -
Total distributions................................ (.419) (.553) (.759) (.604) (.571)
Net Asset Value, End of Year............................... $ 8.91 $ 7.10 $ 9.49 $ 8.81 $ 8.80
Total Return .............................................. 32.02% (19.89%) 16.80% 7.23% 8.75%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year (000).............................. 12,622 10,558 16,280 11,549 9,669
Ratios to Average Net Assets:
Interest expense......................................... .39% .98% .39% .16% .14%
Operating expenses....................................... 2.81% 2.50% 1.77%* 1.47%* 2.24%
Total expenses..................................... 3.20% 3.48% 2.16%* 1.63%* 2.38%
Net investment income.............................. 5.02% 6.80% 6.04%* 6.87%* 6.58%*
Portfolio turnover rate.................................... 53.27% 15.88% 51.26% 18.91% 47.34%
BANK LOANS
Amount outstanding at end of year (000 omitted)............ $ 0 $1,292 $3,714 0 645
Average amount of bank loans outstanding during the year
(000 omitted)............................................ $ 642 $1,690 $ 958 274 155+
Average number of shares outstanding during the year
(000 omitted)............................................ 1,635 1,711 1,517 1,214 1,115+
Average amount of debt per share during the year........... $ .39 $ .95 $ .63 $ .23 $ .14
<FN>
+Monthly average.
**These ratios are after expense reimbursement of .50% for each of the years ended December 31, 1993, and 1992.
</FN>
</TABLE>
11
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Trustees and Shareholders
The California Muni Fund
We have audited the accompanying statement of assets and liabilities
including the statement of investments of The California Muni Fund as of
Decernber 31, 1995 and the related statement of operations for the year then
ended, statements of changes in net assets for each of the two years in the
period then ended, and the selected financial information for each of the five
years in the period then ended. These financial statements and selected
financial information are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
selected financial information 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 and selected
financial information 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 and selected financial information
referred to above present fairly, in all material respects, the financial
position of The California Muni Fund as of December 31, 1995, the results of its
operations, changes in its net assets, and selected financial information for
the periods indicated, in conformity with generally accepted accounting
principles.
S I G N A T U R E
New York, New York
February 13, 1996
12
<PAGE>
(Left column)
THE CALIFORNIA MUNI FUND
90 Washington Street
New York, NY 10006
1-800-322-6864
Independent Auditors
McGladrey & Pullen, LLP
New York, NY 10017
Attorney
Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
919 Third Avenue
New York, NY 10022
This report and the financial statements contained
herein are submitted for the general information of
the shareholders of theFund. The report is not
authorized for distribution to prospective investors
in the Fund unless preceded or accompanied by an
effective prospectus.
(Right Column)
THE CALIFORNIA MUNI FUND
Annual Report
December 31, 1995
THE CALIFORNIA MUNI FUND
Double
Tax-Free Investing
FUNDAMENTAL
Fundamental Family of Funds
<PAGE>
PART C. OTHER INFORMATION
ITEM Financial Highlights
(a) FINANCIAL STATEMENTS:
IN PART A:
(1) Financial Highlights
IN PART B:
(1) Auditor's Report
(2) Statement of Assets and Liabilities as of
December 31, 1995.
(3) Statements of Changes in Net Assets for
the year ended December 31, 1995.
(4) Statement of Operations for the year
ended December 31, 1995.
(5) Statement of Investments as of December
31, 1995.
(b) EXHIBITS:
(1) Declaration of Trust of Registrant
[incorporated by reference to
Exhibit 1 to Registrant's
Registration Statement on Form N-l,
dated March 1, 1983.]
(2) By-Laws of Registrant [incorporated by
reference to Exhibit 2 to Registrant's
Registration Statement on Form N-l, dated
March 1, 1983.]
(3) Inapplicable
(4) Inapplicable
(5) Investment Management Agreement between
Registrant and Fundamental Portfolio
Advisors, Inc. [incorporated by reference
to Exhibit 5 to Registrant's
Post-Effective Amendment No. 6 on Form
N-lA, dated March 1, 1989.]
(6) Inapplicable
(7) Inapplicable
(8) Form of Custody Agreement with
Registrant's Custodian [incorporated by
reference to Exhibit 8 to Registrant's
Post-Effective Amendment No. 7 on Form
N-lA, dated April 27, 1990.]
(9) Inapplicable
(10) (a) Opinion of Counsel [incorporated
by reference to Exhibit 10 to
Registrant's Pre-Effective Amendment
No. 2 on Form N-l, dated December
20, 1983.] (b) Consent of Kramer,
Levin, Naftalis, Nessen, Kamin &
Frankel*
(11) Consent of McGladrey & Pullen*
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15) Rule 12b-1 Plan of Distribution of
Registrant's shares [incorporated by
C-1
<PAGE>
reference to exhibit 15 to Registrant's
Post-Effective Amendment No. 3 on Form
N-lA, dated November 12, 1986.]
(16) Schedule for Computation of Performance
Quotations (unaudited) [incorporated by
reference to Exhibit 16 to Registrant's
Post-Effective Amendment No. 4 on Form
N-lA, dated April 25, 1988.]
- ---------------------------------
* Filed as part of this document.
ITEM 25. Persons Controlled by or under Common Control with
Registrant
--------------------------------------------------
None
ITEM 26. Number of Holders of securities
-------------------------------
As of March 29, 1996, there were 581 record holders of
Registrant's only class of outstanding securities.
ITEM 27. Indemnification
---------------
Reference is made to subdivision (c) of section 12 of Article
SEVENTH of Registrant's Declaration of Trust previously filed.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses, incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue .
ITEM 28. Business and Other Connections of Investment Advisor
----------------------------------------------------
Fundamental Portfolio Advisors, Inc. is the investment advisor
of Registrant. For information as to the business, profession, vocation or
employment of a substantial nature of Fundamental Portfolio Advisors, Inc., its
directors and its officers, reference is made to Part I of this Registration
C-2
<PAGE>
Statement and to Form ADV filed under the Investment Advisers Act of 1940 by
Fundamental Portfolio Advisors, Inc.
ITEM 29. Principal Underwriters
----------------------
Registrant has no principal underwriter.
ITEM 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession of Registrant, 90 Washington
Street, l9th Floor, New York, N.Y. , Mutual Fund Service Company, 126 High
Street,Boston, MA 02110, the Registrant's Accounting Agent and The Chase
Manhattan Bank, N.A., 114 West 47th Street, New York, N.Y., the Registrant's
Custodian.
ITEM 31. Management Services
-------------------
Inapplicable.
ITEM 32. Undertakings.
-------------
Registrant undertakes to furnish to each person to whom a
prospectus relating to The California Muni Fund is delivered, a copy of the
Fund's latest annual report to shareholders, upon request and without charge.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Registration Statement or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 24th day of April, 1996.
Registrant: THE CALIFORNIA MUNI FUND
By: /s/Vincent J. Malanga
---------------------
Vincent J. Malanga, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or Amendment has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
/s/Vincent J. Malanga Trustee, Principal April 24, 1996
- --------------------- Executive Officer and
Vincent J. Malanga Principal Financial and
Accounting Officer
* James C. Armstrong Trustee April 24, 1996
- --------------------
James C. Armstrong
* James A. Bowers Trustee April 24, 1996
- --------------------
James A. Bowers
- -------------------- Trustee
Clark L. Bullock
* L. Greg Ferrone Trustee April 24, 1996
- ---------------------
L. Gregg Ferrone
*By: /s/Jules Buchwald
---------------------------------
Jules Buchwald, Attorney-in-Fact,
pursuant to powers of attorney
dated April 24, 1991, previously
filed with the Securities and
Exchange Commission
C-4
KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3852
(212) 715-9100
ARTHUR H. AUFSES III Richard Marlin Sherwin Kamin
THOMAS D. BALLIETT Thomas E. Molner Arthur B. Kramer
JAY G. BARIS Thomas H. Moreland Maurice N. Nessen
SAUL E. BURIAN Ellen R. Nadler Founding Partners
BARRY MICHAEL CASS Gary P. Naftali Counsel
THOMAS E. CONSTANCE Michael J. Nassa --------
MICHAEL J. DELL Michael S. Nelson Martin Balsam
KENNETH H. ECKSTEIN Jay A. Neveloff Joshua M. Berman
CHARLOTTE M. FISCHMAN Michael S.Oberman Jules Buchwald
DAVID S. FRANKEL Paul S. Pearlman Rudolph De Winter
MARVIN E. FRANKEL Susan J. Penry-Williams Meyer Eisenberg
ALAN R. FRIEDMAN Bruce Rabb Arthur D. Emil
CARL FRISCHLING Allan E. Reznick Maxwell M. Rabb
MARK J. HEADLEY Scott S. Rosenblum James Schreiber
ROBERT M. HELLER Michele D. Ross Counsel
PHILIP S. KAUFMAN Max J. Schwartz -------
PETER S. KOLEVZON Mark B. Segall M. Frances Buchinsky
KENNETH P. KOPELMAN Judith Singer Debora K. Grobman
MICHAEL PAUL KOROTKIN Howard A. Sobel Christian S. Herzeca
KEVIN B. LEBLANG Steven C. Todrys Pinchas Mendelson
DAVID P. LEVIN Jeffrey S. Trachtman Lynn R. Saidenberg
EZRA G. LEVIN D. Grant Vingoe Jonathan M. Wagner
LARRY M. LOEB Harold P. Weinberger Special Counsel
MONICA C. LORD E. Lisk Wyckoff, Jr. -------
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-9100
-------------
April 24, 1996
The California Muni Fund
90 Washington Street
New York, New York 10006
Re: Registration No. 2-82143
------------------------
Gentlemen:
We hereby consent to the reference to our firm as counsel in
Post-Effective Amendment No. 13 to Registration Statement No. 2-82143.
Very truly yours,
/s/Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
---------------------------------------------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated February 13, 1996
on the financial statements of The California Muni Fund, referred to therein in
Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A, File
No. 2-82143, as filed with the Securities and Exchange Commission.
We also consent to the reference to our Firm in the prospectus
under the caption "Financial Highlights" and in the Statement of Additional
Information under the caption "Custodian and Independent Certified Public
Accountants."
/s/McGladrey & Pullen, LLP
--------------------------
New York, New York
April 24, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000715756
<NAME> FUNDAMENTAL FUNDS, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 17,427,017
<INVESTMENTS-AT-VALUE> 18,194,659
<RECEIVABLES> 258,709
<ASSETS-OTHER> 88,714
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,542,082
<PAYABLE-FOR-SECURITIES> 5,812,594
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 107,156
<TOTAL-LIABILITIES> 5,919,750
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,227,942
<SHARES-COMMON-STOCK> 1,416,845
<SHARES-COMMON-PRIOR> 1,486,935
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (373,252)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 767,642
<NET-ASSETS> 12,622,332
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,111,595
<OTHER-INCOME> 0
<EXPENSES-NET> 432,953
<NET-INVESTMENT-INCOME> 678,642
<REALIZED-GAINS-CURRENT> 152,418
<APPREC-INCREASE-CURRENT> 3,192,187
<NET-CHANGE-FROM-OPS> 4,023,247
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (678,642)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,881,857
<NUMBER-OF-SHARES-REDEEMED> (8,012,453)
<SHARES-REINVESTED> 60,506
<NET-CHANGE-IN-ASSETS> 2,064,660
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 67,639
<INTEREST-EXPENSE> 53,171
<GROSS-EXPENSE> 432,953
<AVERAGE-NET-ASSETS> 13,921,200
<PER-SHARE-NAV-BEGIN> 7.10
<PER-SHARE-NII> 0.419
<PER-SHARE-GAIN-APPREC> 1.810
<PER-SHARE-DIVIDEND> 0.419
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.91
<EXPENSE-RATIO> 000000000000.320
<AVG-DEBT-OUTSTANDING> 642,000
<AVG-DEBT-PER-SHARE> 0.39
</TABLE>
