<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1997
File No. 2-17277
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT
Under
THE SECURITIES ACT of 1933 /x/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 41 /x/
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 20 /x/
(Check appropriate box or boxes)
SIFE Trust Fund
(Exact Name of Registrant as Specified in Charter)
490 North Wiget Lane (510) 988-2430
Walnut Creek, California 94598
(Address of Principal Executive Offices, (Registrant's Telephone Number,
with Zip Code) including Area Code)
Robert Linderman, Esq.
SIFE Trust Fund
490 North Wiget Lane
Walnut Creek, CA 94598
(Name and address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
--------------------
It is proposed that this filing will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/x/ 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a)of Rule 485
--------------------
DECLARATION PURSUANT TO RULE 24f-2(a)(1)
Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of
1940, the Registrant hereby declares that it has registered an indefinite
amount of the Registrant's Investment Units, representing beneficial
interests in the Registrant pursuant to Participating Agreements, under the
Securities Act of 1933. The Rule 24f-2 Notice required by Rule
24f-2(b)(1) under the Investment Company Act of 1940 was filed with the
Securities and Exchange Commission on February 28, 1996.
<PAGE>
<TABLE>
<CAPTION>
SIFE TRUST FUND
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
FORM N-1A ITEM AND HEADING LOCATION
PART A -------------------------- PROSPECTUS HEADING
- ------ ------------------
<S> <C> <C>
Item 1 Cover Page Cover Page
Item 2 Synopsis Prospectus Summary; Summary of Fees and
Expenses
Item 3 Condensed Financial Information Financial Highlights; Performance Overview
Item 4 General Description of Registrant Prospectus Summary; Investment Objectives;
Investment Policies
Item 5 Management of the Fund Prospectus Summary - The Management Company
Item 5A Management's Discussion of Fund Performance Overview
Performance
Item 6 Capital Stock and Other Securities Calculation of Net Asset Value; General
Information; Federal Tax Matters
Item 7 Purchase of Securities Being Offered Purchase of Shares; Redemption of Shares;
Calculation of Net Asset Value
Item 8 Redemption or Repurchase Purchase of Shares; Redemption of Shares
Item 9 Pending Legal Proceedings Not Applicable
</TABLE>
<TABLE>
<CAPTION>
HEADING IN STATEMENT OF ADDITIONAL
PART B INFORMATION (OR, IF SO INDICATED, IN PROSPECTUS)
- ------ ------------------------------------------------
<S> <C>
Item 10 Cover Page Cover Page
Item 11 Table of Contents Table of Contents
Item 12 General Information and History Not Applicable
Item 13 Investment Objectives and Policies Investment Policies & Objectives
Item 14 Management of the Fund Management of the Trust Fund
Item 15 Control Persons and Principal Holders of Management of the Trust Fund
Securities
Item 16 Investment Advisory and Other Services Management and Administration of the Trust Fund
and its Portfolio; The Management Company
(Prospectus)
Item 17 Brokerage Allocation and Other Practices Allocation of Portfolio Brokerage
Item 18 Capital Stock and Other Securities Purchase of Shares; Redemption of Shares
Item 19 Purchase, Redemption and Pricing of Purchase of Shares; Redemption of Shares
Securities Being Offered Calculation of Net Asset Value
Item 20 Tax Status Additional Federal Income Tax Information;
Federal Taxes Matters (Prospectus)
Item 21 Underwriters Management of the Trust Fund; General
Information - Distribution of Shares (Prospectus)
Item 22 Calculation of Performance Data SIFE Trust Fund Performance Record;
Performance Information
Item 23 Financial Statements Financial Statements
</TABLE>
Part C
- ------
Information required to be included in Part C is set forth under the
appropriate Item in Part C of this Registration Statement.
<PAGE>
[logo]
SIFE TRUST FUND
______________________________
Managed by SIFE, Inc.
P.O. Box 9047
100 North Wiget Lane
Walnut Creek, California 94598
Telephone: (800) 231-0356 / (510) 988-2430
Fax: (510) 943-1783
Internet Address: http://www.SIFE.com
______________________________
PRINCIPAL OBJECTIVES OF A SIFE INVESTMENT
1. Conservation of Capital
2. Capital Growth
3. Diversification and Concentration
SIFE Trust Fund (the "Trust Fund") seeks to conserve its Investors'
capital and provide capital growth consistent with prudent investment
management practices through the investment of not less than 30% of the Trust
Fund's assets in the equity securities of carefully selected financial
institutions, and the remainder in the equity securities of a diverse
portfolio of carefully selected service and industrial enterprises generally
regarded as "stable growth" companies. Unless the Trust Fund receives
instructions to the contrary, all dividend income received by the Trust Fund
from portfolio securities and net capital gains realized by the Trust Fund
from the sale of portfolio securities is reinvested on behalf of each
Investor in additional shares of the same class.
This Prospectus contains information a prospective investor should
consider before investing in the Trust Fund. A Statement of Additional
Information, dated April 30, 1997, containing additional and more detailed
information about the Trust Fund (the "Statement of Additional Information"),
has been filed with the Securities and Exchange Commission and is hereby
incorporated by reference into this Prospectus. The Statement of Additional
Information, which may be revised from time to time, is available without
charge and can be obtained by writing or calling the Trust Fund at the
address or telephone number set forth above.
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 OTHER REGULATORY AGENCY PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
April 30, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary 3
Investment Policies 3
Purchase & Redemption of Shares 3
Alternative Purchase Arrangements 3
The Management Company 4
Federal Income Taxes 4
Trust Characteristics of an Investment in the Trust Fund 4
Risk Considerations 5
Summary of Fees and Expenses 5
Financial Highlights 6
Investment Objectives 7
Conservation of Capital 7
Capital Growth 7
Diversification & Concentration 7
Investment Policies 8
Fundamental Investment Policies 8
Writing Covered Call and Put Options 8
Lending Portfolio Securities 9
Repurchase Agreements 10
Purchase of Shares 10
Class A-I Shares 10
Class A-II Shares 10
Class B Shares 11
Class C Shares 11
Factors to Consider in Choosing a Particular Class of Shares 11
Sales Charges Associated With Class A-I and Class A-II Shares 11
Class A-I and Class A-II Rights of Accumulation 11
Class A-I and Class A-II Letter of Intent 12
Trust Characteristics of an Investment in the Trust Fund 12
Redemption of Shares 12
Minimum Balance 13
Repayment Privilege after Partial Redemption 13
Waiver of Class B CDSC; Waiver of Class C One Year Redemption Restriction 13
Signature Guarantee 13
Redemption by Telephone 13
Calculation of Net Asset Value 14
Dividends, Distributions and Tax Matters 14
Distributions of Dividend Income and Capital Gains 15
Federal Tax Matters 15
Performance Overview 15
General Information 15
Voting Rights 15
Distribution of Shares 16
Comparison Chart: Change in Value of $9,500
Net Investment vs. S&P 500 (10 years) 17
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the
Statement of Additional Information, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Trust Fund. This Prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, any of the securities offered hereby in any
state or jurisdiction in which such offer may not lawfully be made.
2
<PAGE>
PROSPECTUS SUMMARY
SIFE Trust Fund (the "Trust Fund") was organized as a business trust
under the laws of the State of Delaware on March--, 1997; the Trust Fund is
the successor-in-interest to SIFE Trust Fund, a California trust organized on
September 26, 1960. The Trust Fund, through its predecessor, has been
offering its securities, and conducting operations as a mutual fund, since
July 2, 1963, and is registered with the Securities and Exchange Commission
as an open-end diversified management investment company offering its shares
on a continuous basis to the public. All references and historical
information, including performance data, contained in either this Prospectus
or in the Trust Fund's Statement of Additional Information refer to SIFE
Trust Fund, a California trust, as its business and operations have been
continued by SIFE Trust Fund, a Delaware business trust.
Investment Policies: The Trust Fund's investment policies require the
investment of not less than 30% of the Trust Fund's assets in selected
"financial institutions" (i.e., those companies which derive a significant
portion of their income from dealing in money, credit, loans and insurance).
The Trust Fund also invests in the equity securities of a diverse portfolio
of carefully selected service and industrial enterprises generally regarded
as "stable growth" companies; however, the Trust Fund may not invest 25% or
more of its assets in any one industry other than financial institutions.
These policies are regarded as fundamental investment policies, and may not
be changed other than by the approval of a majority in interest of the Trust
Fund's shares, voting together and not by class.
Purchase & Redemption of Shares: An investment in the Trust Fund may be
made for an initial minimum investment of $200; additional investments may be
made in increments of $50 or more. Shares may be purchased through authorized
investment representatives and certain broker/dealers at the public offering
price next determined after the Trust Fund receives a purchase order.
Investments are made at net asset value per share, with the value
of each class determined daily by dividing the Trust Fund's net assets by the
number of shares of each class outstanding on that day, less whatever fees
and expenses may be attributable to each class. Unless the Trust Fund
receives instructions to the contrary, all dividend income received by the
Trust Fund from portfolio securities and net capital gains realized by the
Trust Fund from the deposition of portfolio securities is reinvested on
behalf of each Investor in additional shares of the same class. Shares may be
redeemed, either directly or pursuant to a regular program of periodic
redemptions, on any business day that the New York Stock Exchange is open.
Redemptions may be made through the Trust Fund, or through certain
broker/dealers, financial institutions and service organizations.
Alternative Purchase Arrangements: The Trust Fund currently offers four
classes of shares, each subject to different expenses and sales charges.
Class A-I shares are offered at net asset value per share plus a
sales charge, which may range from -0- to a maximum of 5.0% of the public
offering price. Class A-I shares are available for purchase only by (i) a
Trust Fund account which was established on or prior to April 30, 1996, (ii)
directors, employees and registered representatives of the Management
Company, and immediate family members of any of the foregoing; and (iii)
broker/dealers and other institutional purchasers.
Class A-II shares are offered at net asset value per share plus a
sales charge, which may range from -0- to a maximum of 5.0% of the public
offering price, and are subject to a pro rata distribution fee at the
annualized rate of 0.25% of the average daily net assets of the aggregate
amount of the Class A-II shares.
Class B shares are offered at net asset value per share, without the
imposition of a sales charge, but are subject to a contingent deferred sales
charge ("CDSC") of up to 5.0% if redeemed within six years of purchase. Class
B shares are subject to a pro rata annualized distribution fee of 0.75%, and
a pro rata annualized investor servicing fee of 0.25%, of the average daily
net assets of the aggregate amount of the Class B shares. Class B shares
automatically convert into Class A-II shares, based on relative net asset
values, at the beginning of the seventh year following purchase. The
Management Company will pay to the selling dealer, out of its own resources,
a sales commission of 4.0% of any purchase of Class B shares.
Class C shares are offered at net asset value per share plus a sales
charge of 1.0% of the public offering price, and are subject to a pro rata
annualized distribution fee of 0.75%, and a pro rata annualized investor
servicing fee of 0.25%, of the average daily net assets of the aggregate
amount of the Class C shares. Class C shares have no conversion feature and
may not be redeemed, in whole or in part, prior to one year following the
initial purchase.
3
<PAGE>
The following table compares certain aspects relating to the purchase of
the different classes of the Trust Fund's shares:
<TABLE>
<CAPTION>
CLASS A-I CLASS A-II CLASS B CLASS C
----------- ----------- ----------------------------- ---------------------
<S> <C> <C> <C> <C>
Sales Charges Initial sales charge at Initial sales charge at CDSC of up to 5% Initial sales charge
time of investment of time of investment of applicable to any at time of
of up to 5.26% of up to 5.26% of shares redeemed investment of
amount invested amount invested within the first six 1.0% of the
years; No CDSC amount invested;
after six years shares may not be
(conversion to Class redeemed for one
A-II shares) year following
purchase
12b-1
Distribution
Fee None 0.25% of average 0.75% of average 0.75% of average
daily net assets daily net assets for daily net assets; no
the first six years, conversion feature
after which time the
Class B shares
convert to Class A-II
shares
Servicing Fee None None 0.25% of average 0.25% of average
daily net assets daily net assets
</TABLE>
Prior to the date of this Prospectus, the Trust Fund offered only Class
A-I and Class A-II shares. The Trust Fund has reserved the right to create
additional classes of investment units with different income and expense
characteristics in order to tailor such characteristics to the needs and
circumstances of different classes of investors, as well as broker-dealers,
financial institutions and other organizations, such as pension and
profit-sharing plans.
The Management Company: SIFE, Inc., a California corporation (the
"Management Company"), acts as the investment adviser and principal
underwriter for the Trust Fund. The Management Company receives an investment
management fee of 1.25% of average daily net assets of the Trust Fund,
computed and prorated daily, in exchange for which the Management Company
provides investment advice, manages the Trust Fund's investment portfolio and
performs and/or assumes responsibility for all of the Trust Fund's
administrative and shareholder services. As a result of this "bundled" fee
arrangement, the Investors are not subject to any other fee, charge or
assessment, other than (i) an ongoing shareholder servicing fee of 0.25% of
average daily net assets of the Class B and Class C shares paid to dealers for
servicing shareholder accounts, and (ii) ongoing distribution fees payable by
the Class A-II, Class B and Class C shares. The Management Company does not
act in a similar capacity for any other person or entity.
Federal Income Taxes: As a "regulated investment company" under
Subchapter M of the Internal Revenue Code, the Trust Fund distributes all of
its net income from dividends and capital gains to its Investors. Such
distributions are taxable to Investors currently even if such distributions
are reinvested on behalf of Investors in additional shares (Investors not
subject to current taxation, such as retirement accounts, generally are not
required to pay tax on any amounts distributed until redemption occurs).
Redemptions and transfers between accounts may be taxable sales of shares and
may result in the recognition of taxable gain or loss for federal income tax
purposes. Distributions and redemptions may also be subject to state and
local income taxes.
Trust Characteristics of an Investment in the Trust Fund: The Trust Fund
permits an owner of shares to specify a beneficiary, in effect creating an
instrument of trust which may, under certain circumstances, provide for a
post-mortem transfer of the shares so specified without the imposition of the
probate process. However, the trust character of such a designation may not
be available to residents of states other than California.
4
<PAGE>
Risk Considerations: Investments in equity securities in general are
subject to market risks that cause their prices to fluctuate over time.
Fluctuations in the value of the securities in which the Trust Fund invests
will cause the net asset value of each class of shares to fluctuate as well;
an investment in the Trust Fund, therefore, may be more suitable for
long-term investors who can bear the risk of such short-term fluctuations.
More specifically, the investment by the Trust Fund of not less than 30%
of its assets in the equity securities of financial institutions exposes the
Trust Fund to certain additional risks specific to the financial services
industry. Financial services are subject to greater governmental regulation
than many other industries, as well as capital risk (i.e., the risk that, in
periods of tight money or high inflation, the cost to attract deposits will
rise substantially) and credit risk (i.e., the risks attendant to lending
money for long periods of time at fixed or only partially adjustable interest
rates against the security of assets, the valuations of which may fluctuate
with economic conditions), both of which may, from time to time, require
substantial reserves against actual or anticipated losses.
SUMMARY OF FEES AND EXPENSES
The purpose of the following tables is to assist an Investor in
understanding the costs associated with an investment in the Trust Fund.
<TABLE>
<CAPTION>
CLASS CLASS CLASS CLASS
INVESTOR TRANSACTION EXPENSES A-I A-II B C
- ------------------------------------------------------------------------------ ----- ----- ----- ------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases (1) (as a percentage of offering price) 5.0% 5.0% none 1.0%
Maximum Sales Charge Imposed on Reinvestment of Distributions none none none none
Maximum Deferred Sales Charge none none 5.00% none(2)
Redemption Fees none none none none(2)
Annual Fund Operating Expenses (as a percentage of average daily net assets)
Management Fees (3) 1.25% 1.25% 1.25% 1.25%
12b-1 Distribution Fees none 0.25% 0.75% 0.75%
Shareholder Servicing Fees none none 0.25% 0.25%
Total Fund Operating Expenses 1.25% 1.50% 2.25% 2.25%
</TABLE>
Example of Expenses(4)
You would pay the following expenses on a $1,000
investment, assuming (i) 5% annual return and (ii)
redemption at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- ---------
Class A-I $62 $88 $115 $194
Class A-II $65 $95 $128 $220
Class B $23 $70 $120 $258
Class C $33 $80 $129 $266
- ------------------------
(1) Sales charges are reduced for certain large purchases or for certain
institutional purchasers, see "Sales Charges Associated with Class A-I
and Class A-II Shares."
(2) Class C shares may not be redeemed for one year following purchase.
(3) The Management Company is responsible for all of the Trust Fund's operating
expenses, without limitation, and, in exchange, receives 1.25% of the Trust
Fund's average daily net assets, per annum, without further compensation or
reimbursement.
(4) Use of this assumed annual return of 5.0% is required by the Securities and
Exchange Commission, and should not be considered indicative of past or
future performance.
5
<PAGE>
FINANCIAL HIGHLIGHTS
The information from 1987--1995 set forth in this table has been audited
by Timpson Garcia, independent certified public accountants, as indicated in
the "Independent Auditor's Report" contained in the Statement of Additional
Information. Information for 1996 set forth in this table has been audited by
Deloitte & Touche LLP, independent certified public accountants, as indicated
in the "Independent Auditor's Report" contained in the Statement of
Additional Information.
Selected share data for each year and ratios and supplemental data is as
follows (information through April 1996 is for Class A-I shares only, in that
no Class A-II shares were offered for sale or sold before May 1, 1996; Class
A-II share data for the period April 1 through December 31, 1996 appears
below the Class A-I information given for 1996):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA: Net asset value, beginning of
year.......................................... $ 4.58 $ 3.55 $ 3.83 $ 3.68 $ 2.90 $ 2.12 $ 2.92
$ 4.73
--------- --------- --------- --------- ---------- ---------- -----------
Income from investment operations: Net
investment income............................. 0.09 0.09 0.07 0.06 0.08 0.11 0.11
0.07
--------- --------- --------- --------- ---------- ---------- -----------
Net realized and unrealized gain (loss) on
investments................................... 1.16 1.68 (0.13) 0.29 0.92 0.90 (0.75)
1.01
--------- --------- --------- --------- ---------- ---------- -----------
Total from investment operations................ 1.25 1.78 (0.04) 0.36 0.98 0.98 (0.64)
1.08
--------- --------- --------- --------- ---------- ---------- -----------
Less distributions to Investors: Dividends from
net investment income......................... (0.09) (0.10) (0.09) (0.07) (0.06) (0.08) (0.11)
(0.07)
--------- --------- --------- --------- ---------- ---------- -----------
Distributions from capital gains................ (0.88) (0.65) (0.15) (0.14) (0.14) (0.12) (0.05)
(0.88)
--------- --------- --------- --------- ---------- ---------- -----------
Total distributions............................. (0.97) (0.75) (0.24) (0.21) (0.20) (0.20) (0.16)
(0.95)
--------- --------- --------- --------- ---------- ---------- -----------
Net asset value, end of year.................... 4.86 4.58 3.55 3.83 3.68 2.90 2.12
4.86
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
TOTAL RETURN (%)(1).............................. 27.4 49.9 (1.5) 9.3 33.9 47.3 (22.1)
22.8
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
RATIOS & SUPPLEMENTAL DATA Net assets, end of
year (in millions)............................ $ 769 $ 614 $ 410 $ 414 $ 345 $ 260 $ 204
$ 18
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
Ratio to average net assets (%): Expenses(2).... 1.20 1.03 0.94 1.02 0.99 1.04 1.07
1.48
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
Net investment income........................... 1.82 2.25 2.27 1.69 1.73 3.03 4.63
1.77
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
Portfolio turnover rate (%)(3).................. 140.2 93.5 25.2 28.7 33.4 77.6 42.3
95.8
--------- --------- --------- --------- ---------- ---------- -----------
--------- --------- --------- --------- ---------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
1989 1988 1987
--------- --------- ---------
<S> <C> <C> <C>
PER SHARE DATA: Net asset value, beginning of
year.......................................... $ 2.63 $ 2.32 $ 2.70
---------- ---------- -----------
Income from investment operations: Net
investment income............................. 0.09 0.11
Net realized and unrealized gain (loss) on
investments.................................... 0.42 0.36 (0.30)
---------- ---------- -----------
Total from investment operations................ 0.53 0.45 (0.19)
---------- ---------- -----------
Less distributions to Investors: Dividends from
net investment income......................... (0.11) (0.09) (0.11)
Distributions from capital gains................ (0.13) (0.05) (0.08)
---------- ---------- -----------
Total distributions............................. (0.24) (0.14) (0.19)
---------- ---------- -----------
Net asset value, end of year.................... 2.92 2.63 2.32
TOTAL RETURN (%) *.............................. 20.2 19.8 (8.2)
---------- ---------- -----------
---------- ---------- -----------
RATIOS & SUPPLEMENTAL DATA Net assets, end of
year (in millions)............................ $ 289 $ 241 $ 224
---------- ---------- -----------
---------- ---------- -----------
Ratio to average net assets (%): Expenses#...... 1.03 1.10 1.03
---------- ---------- -----------
---------- ---------- -----------
Net investment income........................... 3.52 3.52 3.31
---------- ---------- -----------
---------- ---------- -----------
Portfolio turnover rate (%)..................... 41.7 20.7 37.2
</TABLE>
- ------------------------
(1) Sales loads are not reflected in total return.
(2) Prior to April 1, 1996, the Management Company received (i) an investment
advisory fee of 0.60% of the Trust Fund's net assets, per annum, plus (ii)
reimbursement of certain expenses attributable to the operation of the
Trust Fund. From April 1, 1996, the Management Company is responsible for
all of the Trust Fund's operating expenses, without limitation, and, in
exchange, receives 1.25% of the Trust Fund's average daily net assets, per
annum, without further compensation or reimbursement.
(3) The average commission rate attributable to the Class A-I and Class A-II
shares in 1996 was $0.03.
6
<PAGE>
INVESTMENT OBJECTIVES
Set forth below are the investment objectives of the Trust Fund, which
may not be changed without a vote of a "majority in interest" of all
shareholders, without regard to Class (when used in this
Prospectus, this quoted language means the lesser of (a) 67% of the shares
voting at a meeting at which more than 50% of all outstanding shares are
represented, or (b) more than 50% of all outstanding shares).
Conservation of Capital: The Trust Fund seeks to conserve its Investors'
capital by investing not less than 30% of the Trust Fund's assets in the
equity securities of carefully selected "financial institutions" (defined as
companies which derive a significant portion of their income from dealing in
money, credit, loans and insurance), and the remainder in the equity
securities of a diverse portfolio of carefully selected service and
industrial enterprises generally regarded as "stable growth" companies; the
Trust Fund cannot invest more than 25% of its assets in any one industry
other than financial institutions. Since the Trust Fund's assets consist
primarily of common stocks, the value of an investment will fluctuate in
accordance with the market value of such stocks; accordingly, in a declining
market, the value of an investment in the Trust Fund's shares will decline
and, if the value of the investment declines below an Investor's cost, that
Investor will incur a loss upon a redemption of shares.
Capital Growth: The Trust Fund seeks to provide capital appreciation
consistent with prudent investment management practices by investing in the
equity securities of financial institutions and other enterprises where the
Trust Fund determines that a favorable relationship exists between the
"value" of a security, as determined by an analysis of price/earnings ratios
and certain other information, and its growth potential. In selecting an
investment, the Trust Fund will take into consideration such factors as a
company's management, growth prospects, business operations, revenues,
earnings, cash flows and strength of the balance sheet, as well as other
information which the Trust Fund may deem relevant, including size of the
dividend, if any. The Trust Fund invests in the securities of those companies
which show strong financial results coupled with good growth prospects, and
which the Trust Fund believes are well-managed. The Trust Fund may also
invest in the securities of financial institutions which it believes may be
the target of, or will benefit from, consolidation in the financial services
industry. It is a fundamental investment policy of the Trust Fund that not
less than 30% of the Trust Fund's assets will, at all times, be invested in
the equity securities of financial institutions.
Diversification and Concentration: Financial institutions, such as banks
and insurance companies, finance and engage directly in a broad range of
economic activities, thus providing an element of diversification of
investment risk. The Trust Fund believes that the performance of a business
enterprise which participates in a broad range of economic activity, either
through direct investment or indirect financing, will be less likely to rise
or fall with the fortunes of any one type of business activity. Further, by
investing in financial institutions which are active in different regions
(or, in the case of large, "money center" banks, active internationally), the
Trust Fund attempts to minimize the effect of economic conditions which may
affect one region but not necessarily another.
It is clear, however, that diversification of the character discussed
above does not necessarily reduce or eliminate the risk inherent in an
investment in a portfolio containing a substantial number of financial
institution securities. Financial institutions, as a group, are subject to
both capital risk (i.e., the risk that, in periods of tight money or high
inflation, the cost to attract deposits will rise substantially) and credit
risk (i.e., the risks attendant to lending money for long periods of time at
fixed or only partially adjustable interest rates against the security of
assets, the valuations of which may fluctuate with economic conditions), both
of which may, from time to time, require substantial reserves against actual
or anticipated losses. Further, in that financial institutions are subject to
regulation and supervision by federal and/or state governmental authorities
to a greater extent than other enterprises, there is a certain degree of
regulatory risk as the policies of the federal and/or state governments
change the way financial institutions conduct their business. In addition,
institutions such as insurance companies that hold large portions of their
capital in marketable securities are subject to the risks of the securities
market.
7
<PAGE>
INVESTMENT POLICIES
Fundamental Investment Policies: The policies set forth in this
subsection, as well as any other policy in this section specifically noted as
such, are "fundamental investment policies" of the Trust Fund, and may not be
changed without a vote of a majority in interest of the shareholders. All
other investment practices may be changed from time to time by the Trust
Fund's Board of Trustees. Additional information concerning the Trust Fund's
investment practices, including the Trust Fund's fundamental investment
policies, may be found in the Statement of Additional Information.
As described above, the Trust Fund invests not less than 30% of its
assets in the equity securities of carefully selected financial institutions.
The Trust Fund will also invest in the common or preferred stocks, or
securities convertible into common or preferred stocks, of non-financial
institutions, generally service and industrial enterprises generally regarded
as "stable growth" companies. A reserve of cash may be maintained by the
Trust Fund for the purpose of making such cash payments as may be required of
it; pending application or investment, cash reserves are commonly invested by
the Trust Fund in repurchase agreements and other cash equivalents, such as
liquid securities of the United States, securities issued by state
governments or government agencies, certificates of deposit or other
interest-bearing accounts and high-grade commercial paper.
In addition to the securities of financial institutions and of service
and industrial companies domiciled in the United States, the Trust Fund may
invest in the American Depository Receipts ("ADRs") of certain international
business enterprises. ADRs are securities representing an undivided
fractional interest in a pool of securities issued by a non-United States
company and deposited in a trust for the benefit of the ADR holders. ADRs are
registered with the Securities and Exchange Commission by the trustee
(commonly a commercial bank) on behalf of the issuer, and are traded
domestically on one or more of the securities exchanges.
The Trust Fund may not invest 25% or more of its assets in any one
industry other than financial institutions. Insofar as 80% of the Trust
Fund's investment portfolio is concerned, in order for the shares of a
company to be eligible for investment, the company must have been in
existence for at least five years, must have assets of more than $7,000,000,
and must have paid dividends in each of the five years immediately preceding
investment. Investments may not be made in any one company in an amount
greater than 5.0% of the total asset value of the Trust Fund, nor may the
Trust Fund acquire more than 10% of the outstanding voting securities of any
company.
Writing Covered Call and Put Options: Subject to certain limits, the
Trust Fund may write (sell) covered "call" options on securities held by the
Trust Fund for non-speculative or hedging purposes, may write covered "put"
options on securities for the same purposes, and may enter into closing
purchase transactions with respect to such options. The premium paid by the
purchaser of an option reflects, among other things, the relationship of the
exercise price to the market price and volatility of the underlying security,
the remaining term of the option, supply and demand and interest rates. The
exercise price of an option may be below, equal to, or above the current
market value of the underlying securities at the time the option is written.
Covered "put" options are defined as contracts entered into between the
Trust Fund, as seller, and the Options Clearing Corporation, as agent for
unaffiliated third parties, as purchaser, whereby the Trust Fund grants to
the purchaser the right, for a defined period of time and at a set price, to
sell specific securities to the Trust Fund. Similarly, covered "call" options
written by the Trust Fund enable the purchaser of the option to obligate the
Trust Fund to sell specific securities held in the Trust Fund's investment
portfolio. It should be noted that, so long as its obligation as a call
option writer continues, the Trust Fund, in return for the premium, has given
up the opportunity for profit from a price increase in the underlying
security above the exercise price and has retained the risk of loss should
the price of the security decline. As a covered call option writer, the Trust
Fund has no control over when it may be required to sell the underlying
securities.
It is a fundamental investment policy of the Trust Fund that, so long as
the Trust Fund remains obligated as a writer of an option, it will maintain
in a segregated account, cash, U.S. Treasury securities or high-grade,
short-term debt securities in an amount equal to or greater than the nominal
value of the put option (call options are backed by actual securities held in
the Trust Fund's investment portfolio); the Trust Fund does not write
"naked," or
8
<PAGE>
uncovered, options. Also, it is a fundamental investment policy that the
Trust Fund will not write options where (i) the aggregate value of the
purchase obligations underlying all unexpired put options written by the
Trust Fund (which positions are marked-to-market daily) will not at any time
exceed 10% of the net asset value of the Trust Fund, and (ii) the nominal
value of the Trust Fund's unexpired call options will not at any time exceed
25% of the net asset value of the Trust Fund, provided that the total amount
of such positions would, at no time, exceed 35% of the Trust Fund's net asset
value.
Lending Portfolio Securities: The Trust Fund may lend its portfolio
securities in accordance with applicable regulatory requirements. Such loans
may be made only to banks and member firms of the New York Stock Exchange
deemed by the Management Company to be of good standing, and must be secured
by collateral equal to the market value of the securities loaned. If the
market value of the loaned securities increases over the value of the
collateral, the borrower must promptly put up additional collateral; if the
market value declines, the borrower is entitled to a return of the excess
collateral. The types of collateral currently permitted are cash, securities
issued or guaranteed by the United States Government or its agencies,
irrevocable standby letters of credit issued by banks acceptable to the Trust
Fund, or any combination thereof. It is a fundamental investment policy of
the Trust Fund to limit the quantity of loaned portfolio securities so that
the aggregate market value, at the time the loan is made, of all portfolio
securities on loan will not exceed one-third of the value of the Trust Fund's
net assets.
During the existence of a loan, the Trust Fund will continue to receive
the equivalent of the interest or dividends paid by the issuer on the
securities loaned. In addition, the Trust Fund will receive a negotiated loan
fee or premium from the borrower or, in the case of loans collateralized by
cash or government securities, will retain part or all of the income realized
from the investment of cash collateral or the interest on the government
securities. Under the terms of its securities loans, the Trust Fund has the
right to call the loan and obtain the securities loaned at any time from the
borrower within three trading days of notice. Voting rights may pass with the
lending of securities. However, the Trust Fund will be obligated either to
call the loan in time to vote or consent or to otherwise obtain rights to
vote or consent, if a material event affecting the investment is to occur.
The Trust Fund may pay reasonable finder's, custodian and administrative fees
in connection with the securities loaned. As with other extensions of credit
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. Loans of portfolio
securities will be made only when, in the judgment of the Trust Fund, the
income to be generated by the transaction justifies the attendant risks.
Repurchase Agreements: The Trust Fund may enter into repurchase
agreements with banks and member firms of the New York Stock Exchange deemed
by the Management Company to be of good standing. A repurchase agreement is a
contract under which the Trust Fund acquires United States Government
securities for a relatively short period (usually not more than one week)
subject to the obligations of the seller to repurchase and the Trust Fund to
resell the security at a fixed time and price (representing the Trust Fund's
cost plus interest). The Trust Fund bears a risk of loss in the event that
the other party to a repurchase agreement defaults on its obligations and the
Trust Fund is delayed or prevented from exercising its rights to dispose of
the collateral securities.
PURCHASING SHARES
The Trust Fund currently offers four classes of shares, each of which
bears sales and distribution charges in different forms and amounts. Each
class is offered on a continuous basis to the public at their respective per
share net asset values, which values are determined as of the close of
business on the business day following receipt of a completed account
application accompanied by such other information or documentation as may be
specified in the Trust Fund's sales materials. Investments in the Trust
Fund's shares may be made for a minimum initial investment of $200, and
minimum subsequent investments of $50. All orders and instructions must be in
writing, specifying which class of shares is intended for purchase (account
applications which do not specify which class of shares are desired will be
considered an order for Class A-II shares), and must be accompanied by proper
payment, by check and denominated in United States dollars.
9
<PAGE>
Class A-I Shares. Class A-I shares are offered at net asset value per
share plus per share an initial sales charge. The initial sales charge
may range from -0- up to 5.0% of the public offering price (5.26% of
the total amount invested), depending upon the amount purchased. This
initial sales charge may be reduced or waived for certain purchasers.
Class A-I shares are available for purchase only by (i) a Trust Fund
account which was established on or prior to April 30, 1996,
(ii) directors, employees and registered representatives of the
Management Company, and immediate family members of any of the
foregoing; and (iii) broker/dealers and other institutional purchasers.
Class A-II Shares. Class A-II shares are offered at net asset value per
share plus an initial sales charge. The initial sales charge may range
from -0- up to 5.0% of the public offering price (5.26% of the total
amount invested), depending upon the amount purchased. This initial sales
charge may be reduced or waived for certain purchasers. The Class A-II
shares are subject to a distribution fee at the annualized rate of 0.25%
of the average daily net assets of the aggregate amount of the Class A-II
shares. Due to the imposition of the distribution fee, the Class A-II
shares will have a greater overall expense ratio than the Class A-I
shares, and will pay lower dividends per share than the Class A-I shares.
CLASS B SHARES. Class B shares are offered at net asset value per share
without the imposition of a sales charge, therefore the entire amount of
an Investor's purchase payment is immediately invested in that Investor's
Trust Fund account. Class B shares are subject to a pro rata annualized
distribution fee of 0.75%, and a pro rata annualized investor servicing
fee of 0.25%, of the average daily net assets of the aggregate amount of
the Class B shares, and are subject to a contingent deferred sales charge
("CDSC") of up to 5.0% of the original purchase price if redeemed within
six years of purchase. Class B shares automatically convert into Class
A-II shares, based on relative net asset values, at the beginning of the
seventh year following purchase. The Management Company will pay to the
selling dealer, out of its own resources, a sales commission of 4.0% of
the purchase price. The higher distribution fees and the shareholder
servicing fees paid by the Class B shares should cause the Class B shares
to have a higher overall expense ratio, and therefore to pay lower
dividends, than the Class A-I and Class A-II shares of the Trust Fund.
CLASS C SHARES. Class C shares are offered at net asset value per share
plus an initial sales charge of 1.0% of the public offering price.
Investors pay-as-they-go in the form of a pro rata annualized
distribution fee of 0.75%, and a pro rata annualized investor servicing
fee of 0.25%, of the average daily net assets of the aggregate amount of
the Class C shares. Class C shares have no conversion feature and may not
be redeemed, in whole or in part, prior to one year following the initial
purchase. The higher distribution fees and the shareholder servicing fees
paid by the Class C shares should cause the Class C shares to have a
higher overall expense ratio, and therefore to pay lower dividends, than
the Class A-I and Class A-II shares of the Trust Fund.
FACTORS TO CONSIDER IN CHOOSING A PARTICULAR CLASS OF SHARES. In
deciding which class of the Trust Fund's shares to purchase, prospective
Investors should consider, among other factors, the amount and intended
length of their investment. Investors who prefer not to pay an initial sales
charge and who intend to hold their investment for a minimum of six years may
wish to consider Class B shares; investors who prefer not to pay an initial
sales charge but who are unsure of their intended holding period may wish to
consider Class C shares.
Over time, the cumulative expense of the higher distribution and
shareholder servicing fees associated with the Class B and Class C shares may
be expected to approximate or exceed the expense of the applicable sales
charge associated with the Class A-II shares. Thereafter, Class C shares (and
unconverted Class B shares, if applicable) would experience higher cumulative
expenses. Investors who expect to maintain their investment in the Trust Fund
over the long term might elect to purchase Class A-II shares, even if the
size of the purchase does not qualify for a reduction in sales charge,
because the indirect cost of the higher fees associated with Class B and
Class C shares may outweigh the benefit of having all their invested dollars
put to work immediately. Any positive return on this initial investment
advantage would offset the higher fees associated with the Class B and Class
C shares; however, because the Trust Fund's future returns cannot be
predicted, there can be no assurance that a positive return will be achieved.
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<PAGE>
Sales Charges Associated with Class A-I and Class A-II Shares. A sales
charge of up to 5.0% of the public offering price (5.26% of the total amount
invested may be charged to the Investor to cover sales commissions and
certain selling expenses. The sales charge is made at the time of the initial
investment and upon each subsequent investment (no sales charge is assessed
upon the periodic reinvestment of net investment income or capital gains). As
of April 1, 1997, the schedule of sales charges applicable to both Class A-I
and Class A-II shares is as follows:
<TABLE>
<CAPTION>
CONCESSIONS
TO SELECTED
SALES SALES BROKER/DEALERS
CHARGE AS A CHARGE AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
AGGREGATE AMOUNT PURCHASED OF THE OF THE NET OF THE
(INCLUDING AMOUNT OF OFFERING AMOUNT OFFERING
CURRENT PURCHASE) PRICE INVESTED PRICE
- --------------------------- --------------- --------------- -----------------
<S> <C> <C> <C>
0-$-$99,999............... 5.0% 5.26% 4.5%
$100,000--$249,999........ 4.0% 4.17% 3.6%
$250,000--$499,999........ 3.0% 3.09% 2.7%
$500,000--$999,999........ 2.5% 2.56% 2.25%
$1,000,000 and over....... none none *
</TABLE>
- ------------------------
* Under certain circumstances, for an investment of this magnitude the
Management Company may pay a sales incentive of 0.60% of the invested
amount to the selling broker/dealer.
Class A-I shares are available for purchase only by (i) a Trust Fund
account which was established on or prior to April 30, 1996, (ii) directors,
employees and registered representatives of the Management Company, and
immediate family members of any of the foregoing; and (iii) broker/dealers
and other institutional purchasers. Under certain circumstances, the sales
charges described above may be reduced or waived for purchases by
broker/dealers or institutional investors who provide additional consulting
or asset allocation services for the benefit of their clients.
Class A-I and Class A-II Rights of Accumulation. Generally, the amount of
any sales charge assessed is based upon the dollar amount of each investment.
If, however, the account information supplied by the Investor with respect to
a current purchase (including Social Security or tax identification number)
is identical to account information supplied in connection with previous
purchases, the value of such previous purchases or acquisitions will be
accumulated for purposes of computing the current sales charge. Thus, as an
Investor adds to his or her account, the sales charge attributable to each
additional purchase may decline. In addition, the aggregate value of
investments made by that Investor may be combined with investments made by
the Investor's spouse and children under the age of majority, as well as any
investments made by any corporations 100% owned by such Investor. In
addition, the aggregate investments of a trustee or other fiduciary account
may be considered in determining whether a reduced sales charge is available,
even though there may be a number of beneficiaries of the account.
Class A-I and Class A-II Letters of Intention. An Investor may qualify
for a reduced sales charge by signing a nonbinding Letter of Intention and
Price Agreement ( the "Letter of Intent") in which the Investor states his or
her intention to invest during the 13 months following execution of the
Letter of Intent a specified amount which, if made at one time, would qualify
for a reduced sales charge. A Letter of Intent may be signed at any time
within 90 days after an initial investment, and thereafter each additional
investment made will be entitled to the sales charge applicable to the level
of investment indicated in the Letter of Intent. Investments made more than
90 days before the Letter of Intent is signed will be counted towards
completion of the investments specified in the Letter of Intent but are not
entitled to a retroactive adjustment of sales charges. If the Investor does
not complete the level of investment specified in the Letter of Intent within
the 13-month period, there will be an upward adjustment of the sales charge,
the amount of which will depend upon the amount actually purchased during the
period. Only one Letter of Intent with respect to any Investor may be in
effect at any time; however, if a "break point," for purposes of reduced
sales charges, specified in any Letter of Intent has been reached and the
Investor wishes to contribute additional sums into any qualifying account, an
amended Letter of Intent, identifying different break points and sales
charges, may be submitted. The Management Company will hold in escrow an
amount of shares equal to five percent of the total intended purchase, as
identified in any Letter of Intent, to cover additional sales charges which
may be due if the total investments over the statement period are
insufficient to qualify for the reduced charges set forth in such Letter of
Intent.
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<PAGE>
TRUST CHARACTERISTICS OF AN INVESTMENT IN THE TRUST FUND. The Trust Fund
permits an owner of shares to specify a beneficiary, in effect creating an
instrument of trust which may, under certain circumstances, provide for a
post-mortem transfer of the shares so specified outside of the probate
process. However, because the laws of an Investor's state of residence at the
time of his or her death will govern whether or not shares may be transferred
outside of the probate process, each Investor should consult his or her tax
and/or estate planning advisor to determine whether to elect a beneficiary.
REDEMPTION OF SHARES
An Investor may redeem shares, either directly or pursuant to a regular
program of periodic redemptions, on any business day that the New York Stock
Exchange is open by giving written notice to the Management Company. Shares
may also be redeemed through certain broker/dealers, financial institutions
or service organizations, which may charge a fee which would otherwise not be
payable if such shares were redeemed directly from the Trust Fund.
Redemptions will be effective at the net asset value per share next
determined after the receipt by the Management Company or other broker/dealer
or financial intermediary of a written redemption request. A redemption
request must identify the account, state the number of shares or dollar
amount to be redeemed, and must be signed by each registered owner exactly as
the account is registered. The Trust Fund will normally send redemption
proceeds on the next business day, but in any event redemption proceeds will
be sent within seven calendar days of receipt of a redemption request in
proper form. Payment may also be made by wire transfer directly to any bank
previously designated by the shareholder on his or her account application.
There is a $10.00 charge for redemptions made by wire, in addition to
whatever fee, if any, is imposed by the shareholder's bank for wire service.
The Trust Fund will satisfy redemption requests in cash, to the extent
feasible, so long as the payments would not, in the opinion of the Trustees,
require the Trust Fund to sell assets under disadvantageous circumstances, or
under conditions which are to the detriment of the remaining shareholders of
the Trust Fund. Further, the Trust Fund may suspend the right of redemption
or postpone the date of payment for more than seven days during any period
when trading on the New York Stock Exchange is restricted or suspended, or at
any time during which an emergency exists, as determined by the Securities
and Exchange Commission, as a result of which disposal by the Trust Fund of
its securities, or determination of the fair value of its assets, is not
reasonably practicable, or otherwise as the Securities and Exchange
Commission may by order or permit for the protection of Investors.
Minimum Balance: Due to the relatively high cost of maintaining smaller
accounts, the Trust Fund reserves the right to make involuntary redemptions
of all shares in any account (other than the account of a shareholder who is
a participant in a qualified plan) if at any time the total investment does
not have a value of $200, because of redemptions. Before any such involuntary
redemption, the Investor will be notified that the value of his or her
account is less than the required minimum, and will be allowed at least 60
days to bring the value of the account up to at least $200 before any
redemption is processed.
Repayment Privilege after Partial Redemption: An Investor holding Class
A-I or Class A-II shares has the privilege of reinvesting an amount
representing previous redemptions into any account of the same class without
any sales charge or other fee being assessed, provided that the total amount
redeemed is replaced in one or more payments of at least $50 each, and
further provided that the replacement payments are clearly identified as
replacements of previous redemptions. This repayment privilege only applies
to accounts containing a minimum of $200 in value remaining, and not to a
complete redemption and termination of an account. It should be noted that,
for income tax purposes, a partial redemption is considered a sale of the
Investor's Class A-I or Class A-II shares and may result in taxable gain or
loss to the Investor.
This privilege of repaying partial redemptions without charge may be
terminated by the Trust Fund at any time by giving each Investor at least 90
days' written notice, but any such termination will apply only to redemptions
made after the effective date of the termination. The Board of Trustees of
the Trust Fund has no present intention of terminating this repayment
privilege.
12
<PAGE>
Waiver of Class B CDSC; Waiver of Class C One-Year Redemption
Restriction: The contingent deferred sales charge, in the case of the Class
B shares, and the one-year restriction on redemption, in the case of Class C
shares, will be waived by the Trust Fund (i) following the death or
disability (as defined in Section 72(m)(7) of the Internal Revenue Code of
1986, as amended) of a shareholder, if such redemption is made within one
year of death or disability, (ii) to the extent that the redemption
represents a minimum required distribution from an individual retirement
account or other retirement plan to a shareholder who has attained the age of
70-1/2, (iii) if such a withdrawal is made under a systematic withdrawal
plan, provided that such a systematic withdrawal is limited to no more than
10% of the annual beginning account value, (iv) if such a withdrawal is
followed by a reinvestment in Class B shares within 60 days of the initial
redemption (this permits a redeeming Investor to change his or her mind and
recover from the Trust Fund the CDSC paid upon such Investor's redemption),
and (v) in the case of tax-exempt employee benefit plans if the Internal
Revenue Service or the Department of Labor, as the case may be, determines by
rule or regulation that continuation of the investment in such shares would
be improper. To the extent that the CDSC is waived pursuant to (iv) (which
privilege may not be extended more than once), the CDSC period will be
extended by the number of calendar days between the original redemption date
and the reinvestment date.
Signature Guarantee: To prevent fraudulent redemptions, a signature
guarantee for the signature of each person in whose name the account is
registered is required for all redemptions requests for amounts of $35,000 or
more. A signature guarantee may be obtained from any commercial bank, trust
company, savings and loan association, federal savings bank, broker/dealer or
other eligible financial institution. Notary public endorsements will not be
accepted as a substitute for a signature guarantee. Additional documentation
may be required for redemptions made by corporations, executors,
administrators, trustees, guardians and qualified plan administrators.
Redemption by Telephone: Shareholders who have so indicated on their
account applications may redeem shares by instructing the Management Company
by telephone. Shareholders may redeem shares by calling (800)231-0356 on any
day when the New York Stock Exchange is open. In order to arrange for
telephone redemption after an account is opened, or to change the bank or
account designated to receive a wire transfer, a written request with a
signature guarantee must be sent to the Management Company, at the address
listed on the front of this Prospectus.
Neither the Trust Fund nor the Management Company will be liable for any
loss or expense in acting on telephone instructions that are reasonably
believed to be genuine. In attempting to confirm that telephone requests are
genuine, the Management Company will use procedures that are considered
reasonable, including requesting a shareholder to state his or her account
number, the name in which the account is registered, the social security
number, banking institution and account number, and such other information as
may appear necessary or appropriate to verify the identity of the requesting
shareholder. The Trust Fund and the Management Company reserve the right to
refuse to honor a telephone or wire redemption request if it is believed
advisable to do so. Procedures for redeeming shares may be modified or
terminated at any time by the Trust Fund after at least 30 days' prior
written notice to the shareholders.
CALCULATION OF NET ASSET VALUE
The total net asset value of the Trust Fund is computed on each business
day for the New York Stock Exchange, as of the closing of that Exchange
(usually 1:00 p.m. Pacific Time); no valuation is made, therefore, on
weekends, customary holiday closings or under any emergency circumstances as
determined by the Securities and Exchange Commission. The Trust Fund's
portfolio value is calculated by adding together the values of all
securities, based on their closing prices on the exchange on which they are
primarily traded, or at the last available closing price or, if unavailable
for any reason, at the closing bid price. The total net asset value is then
determined by adding the portfolio value to the actual value of all other
Trust Fund assets, and subtracting all liabilities and necessary reserves. A
PRO RATA portion of the management fee of 1.25% of average net assets per
annum is charged against the assets of the Trust Fund on a daily basis.
The net asset value ("NAV") per share of each class of shares is
calculated by dividing the total value of all assets attributable to such
class by the number of units of such class then outstanding. The net asset
values per share of the Class B and Class C shares are generally expected to
be the same. The net asset value per share of the Class A-I shares is
expected to be higher than the net asset value per share of the Class A-II
shares due to the daily expense accrual of the distribution fee attributable
to the Class A-II shares; similarly, the net asset value per share of the
Class
13
<PAGE>
A-II shares is expected to be higher than the net asset values per share of
the Class B and Class C shares due to the higher daily expense accruals of
the distribution fees, as well as the shareholder servicing fees,
attributable to those classes
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Distributions of Dividend Income and Capital Gains: Unless the Trust Fund
receives a specific written instruction to the contrary, all dividend income
on portfolio securities and realized net capital gains are reinvested in
additional shares of the same class for the account of each Investor, without
the imposition of an additional sales charge in the case of Class A-I or
Class A-II shares. It should be noted that, notwithstanding the reinvestment
of income and capital gain items, the amount of the net investment income or
gain will nevertheless be includable in the Investor's gross income as
ordinary income or capital gain for tax purposes.
All available net investment income and net realized gains from options
as of the last business day of February, May, August and December in each
year are distributed proportionately to the account of each Investor on the
basis of the number of shares credited to each account relative to the total
number of shares outstanding as of the close of business on that day. The
amount so distributed is immediately reinvested in additional shares at the
net asset value per shares on that day, calculated by including the
distribution. Realized net capital gains, if any, from securities held for
more than one year are allocated proportionately to the account of each
Investor, in the same manner as net investment income, once annually as of
the last business day of November, and are distributed to each Investor's
account by December 31. Realized net capital gains, if any, from securities
held for less than one year are allocated proportionately to the account of
each investor once annually as of the last business day of December, and are
distributed to each investor's account by December 31.
Federal Tax Matters: The Trust Fund intends to qualify in the current
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code and, so long as is so qualifies, it will pay no separate taxes
on income and gains distributed to Investors. For federal income tax
purposes, distributions from the Trust Fund's net investment income and net
realized short-term capital gains are taxable as ordinary income.
Distributions from net realized long-term capital gains are taxable as
long-term capital gain, regardless of how long the Investor may have held his
or her shares. Investors will be notified annually by the Trust Fund as to
the federal income tax status of distributions made by the Trust Fund.
Distributions are taxable to Investors currently even though reinvested in
additional shares. Investors not subject to tax on their income generally are
not required to pay tax on amounts distributed to them. Redemptions of
investment units, as well as transfers between accounts, may be taxable sales
of such units which may result in the recognition of taxable gain or loss for
federal income tax purposes. Redemptions and distributions may also be
subject to state and local income taxes.
The foregoing is only a summary of some of the important federal income
tax considerations generally affecting the Trust Fund and its Investors, and
is only accurate as of the date of this Prospectus. See "Additional Federal
Income Tax Information" in the Statement of Additional Information. No
attempt is made to present a detailed explanation of the income tax treatment
of the Trust Fund or its Investors, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential investors in the
Trust Fund are urged to consult their tax advisers with specific reference to
their own tax situations.
PERFORMANCE OVERVIEW
From time to time the Trust Fund advertises, among other things, its
"average annual compounded total return" and its "average annual total
return" over the one, five and ten year periods. The terms "average annual
compounded total return" and "average annual total return" both refer to a
calculation that assumes a gross investment in Class A-I shares of $10,000
(resulting in a net investment of $9,500 after deduction of the maximum sales
charge) at the start of the applicable period. Total return is the percentage
change in value of the hypothetical $10,000 invested over a given period,
assuming reinvestment of all net capital gains and dividends attributable to
such amount. Compounded total return assumes continuing reinvestment of each
year-end amount, with the next year's return calculated based on the actual
performance of the Trust Fund in that calendar year. The annual percentage
changes are then averaged, on a compounded basis, over a ten year period
resulting in an "average annual compounded total return" or "average annual
total return." Any performance information used by the Trust Fund is
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<PAGE>
based on historical results, and is not intended to be representative of
future performance. It should be noted that, because different classes of
shares are subject to different sales charges and distribution and/or
shareholder servicing fees, the performance of those classes will be
different from, and in most cases less than, that of Class A-I shares.
The Trust Fund's total return for the year ending December 31, 1996
was-----%. This total return results from the Trust Fund's-----% return for
the year ending December 31, 1996 and the effect of the deduction of the
maximum sales charge of 5.0% (5.26% of the net amount invested). Therefore,
an initial investment of $10,000 ($9,500 after deduction of the maximum sales
charge of $500) on December 31, 1995, would have had a value of $------on
December 31, 1996.
The Trust Fund's average annual compound return as of December 31, 1996,
assuming that the maximum sales charge was deducted from the initial
investment, was-----% for one year,-----% for five years and-----% for ten
years. Performance figures are based on historical results, and are not
intended to indicate future performance.
GENERAL INFORMATION
Voting Rights: Shareholders are entitled to one vote for each share (or
fractional share), and may vote for the election of Trustees and on such
other matters as may be submitted to meetings of shareholders, or as required
by the Investment Company Act of 1940, as amended. See "Voting Rights," in
the Statement of Additional Information, for an expanded discussion of the
right of shareholders to vote on matters pertaining to the Trust Fund.
Distribution of Shares: SIFE, Inc., located at 100 North Wiget Lane,
Walnut Creek, California 94598, acts as the Trust Fund's underwriter in the
continuous sale and distribution of the Trust Fund's shares pursuant to an
Underwriting Agreement. All sales charges attributable to any investment,
including the distribution and shareholder servicing fees attributable to
Class A-II, Class B and Class C shares may be retained by SIFE, Inc. as
underwriting and distribution compensation. SIFE, Inc. is solely responsible
for all of the costs and expenses of distribution, without limitation,
including the payment of commissions and related costs and expenses, and such
other distribution or shareholder servicing fees as may be necessary or
appropriate, to broker/dealers, salespersons, financial planners and other
independent contractors. Sales are made not only through the registered
representatives of SIFE, Inc., but also through selected broker/ dealers who
have entered into distribution agreements. Where sales are made through such
broker/dealers, a concession of up to 100% of the sales charge may be allowed
the broker/dealer. Certain directors of the Trust Fund are also officers and
directors of SIFE, Inc.
For further information, please contact SIFE, Inc., P.O. Box 9047, Walnut
Creek, California 94598, (800) 231-0356 or (510) 988-2430. SIFE, Inc. may
also be contacted via the Internet at "http:// www.SIFE.com."
15
<PAGE>
COMPARISON OF CHANGE IN VALUE OF $9,500 NET INVESTMENT IN
SIFE TRUST FUND ON DECEMBER 31, 1985 AND $10,000 INVESTMENT IN THE S&P 500
<TABLE>
<CAPTION>
AVERAGE AVERAGE
ANNUAL ANNUAL
COMPOUNDED COMPOUNDED
RESULTS TOTAL TOTAL
OF RETURN RETURN
$10,000 INCLUDING INCLUDING TOTAL TOTAL
INVESTED MAXIMUM MINIMUM RETURN: RETURN:
WITH 5.0% SALES SALES SIFE S&P 500
INVESTMENT SALES CHARGE OF CHARGE OF TRUST STOCK
TERM CHARGE 5.0% 0.0% FUND INDEX
- ----------- ----------- ------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C>
1 year.... $ 12,099 20.99% 27.36% 49.92% 22.96%
3 years... $ 17,864 21.34 23.41% 61.41% 53.44%
5 years... $ 26,157 21.20% 22.45% 218.46% 115.44%
10 years.. $ 34,661 14.77% 15.36% 280.37% 300.37%
</TABLE>
16
<PAGE>
PROSPECTUS
LOGO
SIFE TRUST FUND
April 30, 1997
------------------------
INVESTMENT ADVISER AND UNDERWRITER
SIFE
A CALIFORNIA CORPORATION
P.O. Box 9047
100 North Wiget Lane
Walnut Creek, CA 94598
------------------------
CUSTODIAN
STATE STREET BANK AND
TRUST COMPANY
225 Franklin Street
Boston, Massachusetts 02110
17
<PAGE>
"PART B TO BE FILED BY AMENDMENT"
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Financial statements filed in Part A of Registration Statement:
Financial Highlights for years ended December 31, 1987 through 1996.
Financial statements filed in Part B of Registration Statement:
1. Report of Independent Certified Public Accountants*
2. Statement of Assets and Liabilities as of December 31, 1996*
3. Statement of Operations for the year ended December 31, 1996*
4. Statement of Changes in Net Assets for the years ended December 31, 1995
and December 31, 1996*
5. Investment Portfolio as of December 31, 1996*
6. Notes to Financial Statements as of December 31, 1996*
7. Financial Highlights for years ended December 31, 1987 through 1996
(filed in Part A)
(b) Exhibits filed in Part C of the Registration Statement:
EXHIBIT
NUMBER
- -------
1. Copy of Registrant's Trust Agreement as currently in effect:
a. Copy of Trust Agreement recompiled as of May 1, 1976(1)
b. Copy of Appointment of Successor Trustee(2)
c. Copy of Certificate of Successor Trustee(2)
d. Copy of Restated Trust Agreement recompiled as of May 2, 1986(4)
e. Copy of Amendment to Restated Trust Agreement dated
April 1, 1987(4)
f. Copy of Amendment to Restated Trust Agreement dated
April 2, 1990(5)
g. Copy of Amendment to Restated Trust Agreement dated
April 1, 1991(6)
h. Copy of Amendment to Restated Trust Agreement dated
February 24, 1993(7)
i. Copy of Amendment to Restated Trust Agreement dated
April 1, 1993(7)
j. Copy of Amendment to Restated Trust Agreement dated
April 4, 1994(8)
k. Copy of Amendment to Restated Trust Agreement dated
April 3, 1995(9)
l. Copy of Amendment to Restated Trust Agreement dated
April 1, 1996(10)
m. Copy of Agreement between SIFE, Inc. and State Street Bank and
Trust Company reappointment of successor trustee(11)
n. Copy of Agreement and Declaration of Trust, dated as
of ___________________, 1997*
2. See Exhibit 1
3. Inapplicable
4. Sample of Participating Agreement Certificate(3)
5. Copy of Investment Advisory Agreement dated April 3, 1972(1)
a. Copy of Amendment to Investment Advisory Agreement dated
April 3, 1995(9)
b. Copy of Amendment to Investment Advisory Agreement dated
April 1, 1996(10)
c. Copy of Investment Advisory Agreement dated as
of ______________________, 1997*
6. Copy of Underwriting Agreement dated April 3, 1972(1)
a. Copy of Amendment to Underwriting Agreement dated
April 1, 1974(1)
b. Copy of Amendment to Underwriting Agreement dated
April 1, 1976(1)
c. Copy of Amendment to Underwriting Agreement dated
April 1, 1985(3)
d. Copy of Amendment to Underwriting Agreement dated
April 2, 1990(5)
C-1
<PAGE>
EXHIBIT
NUMBER
- -------
e. Copy of Amendment to Underwriting Agreement dated
February 24, 1993(7)
f. Copy of Amendment to Underwriting Agreement dated
April 1, 1993(7)
g. Copy of Amendment to Underwriting Agreement dated
April 4, 1994(8)
h. Copy of Amendment to Underwriting Agreement dated as
of February 1, 1995, effective April 1, 1995(9)
i. Copy of Amendment to Underwriting Agreement dated
April 1, 1996(10)
j. Copy of Underwriting Agreement dated as of April 30, 1997*
7. Inapplicable
8. a. Custodian Contract between SIFE Trust Fund and State Street Bank
and Trust Company
b. Retirement Plans Service Contract among SIFE, Inc., SIFE Trust
Fund and State Street Bank and Trust Company
9. Inapplicable
10. Opinion and Consent of Counsel*
11. Inapplicable
12. Inapplicable
13. Inapplicable
14. Copies of Model Plans Used in the Establishment of Retirement Plans:
a. Copy of Registrant's Individual Retirement
Account Disclosure Statement(5)
b. Copy of Registrant's 403(b)(7) Plan Description
c. Copy of State Street Bank and Trust Company's 403(b)
Account Package
d. Copy of provisions governing State Street Bank and
Trust Company's IRA accounts
15. Rule 12b-1 Plan of Distribution and Rule 12b-1 Agreement(10)
16. Schedule of Performance Advertising Quotations
17. Financial Data Schedules(12)
18. Other Exhibits:
a. Special Power of Attorney
b. Board Resolution re signature authority
c. Rule 18f-3 Plan(11)
d. Restated Rule 18f-3 Plan*
- ------------------------
(1) Filed March 31, 1980, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 23 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 2, File No. 2-17277, and incorporated
herein by reference.
(2) Filed April 27, 1981, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 24 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 3, File No. 2-17277, and incorporated
herein by reference.
(3) Filed February 28, 1986, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 29 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 8, File No. 2-17277, and incorporated
herein by reference.
(4) Filed April 17, 1987, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 30 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 9, File No. 2-17277, and incorporated
herein by reference.
(5) Filed February 26, 1990, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 33 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 12, File No. 2-17277, and incorporated
herein by reference.
(6) Filed February 26, 1991, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 34 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 13, File No. 2-17277, and incorporated
herein by reference.
(7) Filed February 26, 1993, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 36 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 15, File No. 2-17277, and incorporated
herein by reference.
(8) Filed February 25, 1994, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 37 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 16, File No. 2-17277, and incorporated
herein by reference.
C-2
<PAGE>
(9) Filed February 24, 1995, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 38 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 17, File No. 2-17277, and incorporated
herein by reference.
(10) Filed February 23, 1996, as an exhibit to Registrant's Definitive Proxy
Statement under Section 14(a) of the Securities Exchange Act of 1934, as
amended, and incorporated herein by reference.
(11) Filed April 19, 1996 as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 39 and
Registration Statement under the Investment Company Act of 1940
Post-Effective Amendment No. 18, File No. 2-17277, and incorporated
herein by reference.
(12) Filed Febuary 24, 1997, as an exhibit to Registnant's Form NSAR for the
period ended December 31, 1996, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is directly or indirectly controlling, controlled by, or under
common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
TITLE OF CLASS NUMBER OF RECORD HOLDERS (DECEMBER 31,1996)
-------------- ------------------------------------------
Class I 20,290 accounts
Class II 1,609 accounts
ITEM 27. INDEMNIFICATION
Reference is made to Article VI, Section 5 of Registrant's Trust Agreement,
as amended, filed as Exhibit 1 under Part C, Item 24(b) (the "Trust Agreement"),
which generally provides that no director or officer shall be liable to the
Registrant or to its Investors or to any other person for any action which such
director or officer may in good faith take or refrain from taking as a director
or officer; provided, however, that no officer or director of the Registrant
shall be protected against any liability to the Registrant or its Investors
caused by such officer's or director's willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office, nor shall anything in Section 5 protect any officer or director
against any liability arising under any provision of the Securities Act of 1933
(the "Securities Act").
Reference is also made to Article VI, Section 6 of Registrant's Trust
Agreement, which generally provides that an officer or director shall be
indemnified by the Registrant to the maximum extent permitted by applicable law
against all expenses, judgments, fines, settlements and other amounts reasonably
incurred or suffered by such person in connection with any threatened, pending
or completed legal proceeding brought by a third party in which he or she is
involved by reason of his or her relationship to the Registrant. No
indemnification shall be provided, however, with respect to any liability
arising by reason of the "Disabling Conduct" of the person seeking indemnity.
"Disabling Conduct" generally means willful misfeasance, bad faith, gross
negligence, reckless disregard of duties, or any conduct that amounts to a
violation of the Securities Act.
Any officer or director who is a party to an action which is brought by the
Registrant shall also be indemnified, provided that if such person is adjudged
by a court to be liable to the Registrant in the performance of his or her duty,
indemnification shall be made only to the extent a court determines that there
has been no Disabling Conduct and that such person is fairly and reasonably
entitled to indemnity.
Expenses incurred in connection with a legal proceeding shall be advanced by
the Registrant to an officer or director prior to the proceeding's final
disposition, provided such officer or director agrees to repay all advanced
amounts unless it is ultimately determined that he or she is entitled to
indemnification, and such officer or director meets certain other conditions to
the advance.
C-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant understands that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Registrant's response to Part B, Item 14 contained in "Management of the
Trust Fund," is hereby incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITER
a. The underwriter of the Registrant is SIFE. SIFE acts as
underwriter and investment adviser only for the Registrant.
b. Registrant's response to Part B, Item 14, contained in "Management of
the Trust Fund," is hereby incorporated herein by reference.
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 are kept at the offices of SIFE, 490
North Wiget Lane, Walnut Creek, CA 94598.
ITEM 31. MANAGEMENT SERVICES
Inapplicable.
ITEM 32. UNDERTAKINGS
Inapplicable.
C-4
<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 Post-Effective Amendment to
Registration Statement pursuant to Rule 485(a) and/or Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in this City of Walnut Creek and State of California, on the
28th day of February, 1997.
SIFE Trust Fund
By: BRUCE W. WOODS /s/
--------------------------------
Bruce W. Woods
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ---------------------------- --------------------------- -----------------
BRUCE W. WOODS /s/ Director; President & Chief February 28, 1997
- ----------------- Executive Officer of the
(Bruce W. Woods) Trust Fund (Principal
Executive Officer)
JACK GEE /s/ Treasurer and Chief February 28, 1997
- ------------ Financial Officer
(Jack Gee) (Principal Accounting
Officer)
HAIG G. MARDIKIAN /s/ Director; Chairman of the *
- --------------------- Board
(Haig G. Mardikian)
WALTER S. NEWMAN /s/ Director; Vice-Chairman of
- --------------------- the Board *
(Walter S. Newman)
DIANE HOWARD BELDING /s/ Director *
- ------------------------
(Diane Howard Belding)
NEIL L. DIVER /s/ Director *
- -----------------
(Neil L. Diver)
CHARLES W. FROEHLICH, JR. /s/ Director; Secretary *
- -----------------------------
(Charles W. Froehlich, Jr.)
JOHN A. MEANY /s/ Director *
- -----------------
(John A. Meany)
By: BRUCE W. WOODS /s/ Dated: February 28, 1997
- ------------------------------ --------------------------
Bruce W. Woods,
Attorney-in-Fact
C-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER
- --------------
1. Copy of Registrant's Trust Agreement as currently in effect:
a. Copy of Trust Agreement recompiled as of May 1, 1976(1)
b. Copy of Appointment of Successor Trustee(2)
c. Copy of Certificate of Successor Trustee(2)
d. Copy of Restated Trust Agreement recompiled as of May 2, 1986(4)
e. Copy of Amendment to Restated Trust Agreement dated
April 1, 1987(4)
f. Copy of Amendment to Restated Trust Agreement dated
April 2, 1990(5)
g. Copy of Amendment to Restated Trust Agreement dated
April 1, 1991(6)
h. Copy of Amendment to Restated Trust Agreement dated
February 24, 1993(7)
i. Copy of Amendment to Restated Trust Agreement dated
April 1, 1993(7)
j. Copy of Amendment to Restated Trust Agreement dated
April 4, 1994(8)
k. Copy of Amendment to Restated Trust Agreement dated
April 3, 1995(9)
l. Copy of Amendment to Restated Trust Agreement dated
April 1, 1996(10)
m. Copy of Agreement between SIFE, Inc. and State Street
Bank and Trust Company reappointment of successor
trustee
n. Copy of Agreement and Declaration of Trust, dated as of
___________________________, 1997*
2. See Exhibit 1
3. Inapplicable
4. Sample of Participating Agreement Certificate(3)
5. Copy of Investment Advisory Agreement dated April 3, 1972(1)
a. Copy of Amendment to Investment Advisory Agreement dated
April 3, 1995(9)
b. Copy of Amendment to Investment Advisory Agreement dated
April 1, 1996(10)
c. Copy of Investment Advisory Agreement dated as of
____________________________, 1997*
6. Copy of Underwriting Agreement dated April 3, 1972(1)
a. Copy of Amendment to Underwriting Agreement dated
April 1, 1974(1)
b. Copy of Amendment to Underwriting Agreement dated
April 1, 1976(1)
c. Copy of Amendment to Underwriting Agreement dated
April 1, 1985(3)
d. Copy of Amendment to Underwriting Agreement dated
April 2, 1990(5)
e. Copy of Amendment to Underwriting Agreement dated
February 24, 1993(7)
f. Copy of Amendment to Underwriting Agreement dated
April 1, 1993(7)
g. Copy of Amendment to Underwriting Agreement dated
April 4, 1994(8)
h. Copy of Amendment to Underwriting Agreement dated as of
February 1, 1995, effective April 1, 1995(9)
i. Copy of Amendment to Underwriting Agreement dated
April 1, 1996(10)
j. Copy of Underwriting Agreement dated as of April 30, 1997*
7. Inapplicable
8. a. Custodian Contract between SIFE Trust Fund and State Street Bank
and Trust Company
b. Retirement Plans Service Contract among SIFE, Inc., SIFE Trust
Fund and State Street Bank and Trust Company
9. Inapplicable
10. Opinion and Consent of Counsel
11. Inapplicable
12. Inapplicable
13. Inapplicable
14. Copies of Model Plans Used in the Establishment of Retirement Plans:
a. Copy of Registrant's Individual Retirement Account Disclosure
Statement(5)
b. Copy of Registrant's 403(b)(7) Plan Description
c. Copy of State Street Bank and Trust Company's 403(b) Account
Package
d. Copy of provisions governing State Street Bank and Trust
Company's IRA accounts
15. Rule 12b-1 Plan of Distribution and Rule 12b-1 Agreement(10)
a. Copies of Rule 12b-1 Distribution Plans and Agreements*
16. Schedule of Performance Advertising Quotations
C-6
<PAGE>
17. Financial Data Schedules(12)
18. Other Exhibits:
a. Special Power of Attorney
b. Board Resolution re signature authority
c. Rule 18f-3 Plan(11)
d. Restated Rule 18f-3 Plan*
- ------------------------
(1) Filed March 31, 1980, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 23 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 2, File No. 2-17277, and incorporated
herein by reference.
(2) Filed April 27, 1981, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 24 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 3, File No. 2-17277, and incorporated
herein by reference.
(3) Filed February 28, 1986, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 29 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 8, File No. 2-17277, and incorporated
herein by reference.
(4) Filed April 17, 1987, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 30 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 9, File No. 2-17277, and incorporated
herein by reference.
(5) Filed February 26, 1990, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 33 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 12, File No. 2-17277, and incorporated
herein by reference.
(6) Filed February 26, 1991, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 34 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 13, File No. 2-17277, and incorporated
herein by reference.
(7) Filed February 26, 1993, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 36 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 15, File No. 2-17277, and incorporated
herein by reference.
(8) Filed February 25, 1994, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 37 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 16, File No. 2-17277, and incorporated
herein by reference.
(9) Filed February 24, 1995, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 38 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 17, File No. 2-17277, and incorporated
herein by reference.
(10) Filed February 23, 1996, as an exhibit to Registrant's Definitive Proxy
Statement under Section 14(a) of the Securities Exchange Act of 1934, as
amended, and incorporated herein by reference.
(11) Filed April 19, 1996 as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 39 and
Registration Statement under the Investment Company Act of 1940
Post-Effective Amendment No. 18, File No. 2-17277, and incorporated
herein by reference.
(12) Filed Febuary 24, 1997, as an exhibit to Registnant's Form NSAR for the
period ended December 31, 1996, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
To be filed by a subsequent post-effective amendment, pursuant to
Rule 485(b).
C-7
