SIFE TRUST FUND
N-30D, 1999-03-04
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NINETEEN HUNDRED NINETY EIGHT
ANNUAL REPORT

SIFE



<PAGE>

When we use checks, credit cards, debit cards, or ATM's, we are depending on the
financial  services  industry.  Current  trends  indicate  that  these  types of
transactions  will become even more prevalent during the next millennium.  We at
SIFE believe that our 37 years of financial industry  experience helps us select
investments that will benefit most from long-term trends like these.

Bruce W. Woods
President & CEO



<PAGE>

page  SIFE Trust Fund
 2    --------------------------------------------------------------------------
- -----

      Letter to Investors


                                                               February 12, 1999

Dear Fellow SIFE Investors:

The turbulence  that spread  throughout the equities  market in 1998 extended to
the financial services sector as well. During this period, SIFE remained focused
on fundamental values, adhering to our time-tested investment philosophy.

The accompanying "Discussion of Fund Performance" examines the market conditions
that affected returns and discusses our view of the future of financial stocks.

SIFE believes that our 37 years of experience as financial  service  specialists
has provided us with the knowledge to deliver long-term  performance.  Even with
the below-average  return in financial stocks during 1998, we still believe that
they offer excellent long-term potential.

SIFE intends to stay close to our  heritage of investing in financial  equities.
Despite the short-term lure, we have not invested in companies  outside our area
of expertise, particularly those that trade at prices we believe are unjustified
by future income projections.

During 1998,  our  investors  family grew to over 24,000  shareholders,  largely
because  of SIFE's  stable  approach  to the  financial  services  sector of the
market, a sector we believe  represents sound  fundamentals and excellent future
prospects.

Sincerely,

/s/ Bruce W. Woods

Bruce W. Woods
President & Chief Executive Officer

                                                       [Photo of Bruce W. Woods]

1998 ANNUAL REPORT
- ------------------

<PAGE>
                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------    3 
                                                                           ----
                                                                           
Chief Investment Officer's Discussion of Fund Performance

                                                           February 12, 1999

                                                         [Photo of Mike Stead
                                                      Portfolio Manager and CIO]

1998 will be remembered by investors as a watershed  year for  volatility in the
financial  markets.  As the second oldest financial  services mutual fund in the
country,  we have  learned  that  times  such as these are when  discipline  and
patience are among our most valuable assets.

For the financial services sector, the first half of 1998 was highlighted by the
largest mergers in history.  In April, three mergers were announced that were of
a scale previously unseen in the financial services sector. Prior to these three
mergers,  SIFE's stock selection  process led to the portfolio  holding stock in
Citigroup,  Bank of America,  and First  Chicago,  banks involved in these April
mergers.  In June 1998,  another SIFE holding,  Wells Fargo,  announced  that it
would be merging  with Norwest  Bank.(1)  

During this same period,  SIFE  completed a realignment  of its  portfolio  that
began in 1997. This  realignment was the result of the portfolio team's research
leading  SIFE to believe the global  economy  was  slowing  while the US economy
would  remain  relatively  strong.  For this  reason  SIFE  felt  that long term
investor value would be best served by investing in regional banks,  rather than
money center banks having significant foreign exposure.

The  second-half  of 1998 was  dominated by renewed  concern over the default of
Russia,  Brazil's failing economy,  continued poor economic  conditions in Asia,
and the near failure of hedge fund "Long Term  Capital."  Starting in late July,
these events rattled the financial markets,  particularly the money center banks
and  brokerage  stocks,  since as a group  they have the  greatest  exposure  to
overseas  financial markets and hedge funds.  Unfortunately,  the rapid sell-off
that occurred affected all financial stocks,  regardless of their  international
exposure, and erased all of the earlier gains SIFE made during the year.

Fortunately,  just as rapidly as the market sell-off occurred,  the market began
to rally back.  This rally was brought on in large part by three  interest  rate
decreases from the Federal  Reserve Board.  The Federal  Reserve's move lessened
investor worries about problems  overseas and helped moderate the losses at many
large hedge funds. By the year end, bank stocks  recovered but still had not yet
returned to the all time highs set in early July.

As we start 1999,  SIFE still  believes that the financial  services  sector has
better  long  term  growth   prospects  than  the  overall  stock  market.   The
Price/Earnings  ratio of the S&P 500 is currently  more than 30 times  earnings.
This is an historic high and combined with earnings growth  expectations of only
3-5% for 1999,  it would seem  unsustainable.  For bank  stocks,  we believe the
risk/reward  relationship  is much more  favorable.  Banks are projected to grow
earnings per share at low double digit rates  (versus low single  digits for the
S&P 500) but yet  currently  sell at much lower P/E ratios;  currently  about 18
times earnings.(2)

Second,  while there is still the risk of financial  problems overseas affecting
the US economy,  the financial services sector is less exposed to the turmoil in
Asia and South  America than a year ago.  This  general  decrease in exposure as
well as SIFE's  investment focus in regional banks instead of money center banks
should serve to enhance long-term returns while minimizing negative exposure.

Lastly,  the effect of  consolidation  and regulatory  reform should continue to
improve the value of the banking and financial services industries. During 1999,
we may see mergers and  acquisition  activity  pause due to the "Year 2000" bug,
but SIFE  believes  that merger  activity  will continue for many years to come.
Merger  activity may be further  fueled if there is successful  regulatory  bank
reform, which would lower the barriers between banks, brokerages,  and insurance
companies, and serve to accelerate merger activity between these types of firms.

In summary,  while performance  during 1998 was lower than the record years seen
during most of the 1990's,  SIFE believes the  foundations  for strong long term
performance still remain solid.

1)   For a list of SIFE's top ten  holdings  as of  December  31,  1998,  please
     see page 16.

2)   The  financial  services  sector may exhibit  greater  volatility  than the
     overall stock market.

1998 ANNUAL REPORT
- ------------------


<PAGE>

page  SIFE Trust Fund
 4    --------------------------------------------------------------------------
- -----
<TABLE>

Statement of Assets and Liabilities
<CAPTION>
- -------------------------------------------------------------------------------------------
December 31, 1998
- -------------------------------------------------------------------------------------------
<S>                                                                          <C>           
Assets:

     Investments in securities, at market (cost $584,392,089) ............   $1,055,681,459
     Repurchase agreements ...............................................      111,331,000
     Cash ................................................................        1,534,234
     Receivables for:
          Fund shares sold ..............................................         5,406,802
          Investment securities sold .....................................        2,566,331
          Dividends ......................................................        2,057,167
          Interest .......................................................           13,143
                                                                             --------------
               Total assets ..............................................    1,178,590,136
                                                                             --------------
Liabilities:

     Payables for:
          Fund shares repurchased ........................................        1,697,535
          SIFE (the "Management Company") ................................        1,262,051
          Dividends ......................................................          744,018
                                                                             --------------
               Total liabilities .........................................        3,703,604
                                                                             --------------
          Net assets .....................................................   $1,174,886,532
                                                                             ==============


Class A-I:

     Net asset value per share
          ($1,015,390,282 divided by 162,157,151 shares outstanding)         $         6.26
                                                                             ==============

     Maximum offering price per share (100/95 of $6.26)                      $         6.59
                                                                             ==============


Class A-II:

     Net asset value per share
          ($116,651,184 divided by 18,628,573 shares outstanding) ........   $         6.26
                                                                             ==============
     Maximum offering price per share (100/95 of $6.26)                      $         6.59
                                                                             ==============


Class B:

     Net asset value and offering price per share
           ($39,293,754 divided by 6,275,136 shares outstanding) .........   $         6.26
                                                                             ==============

Class C:

     Net asset value per share
           ($3,551,312 divided by 568,831 shares outstanding) ............   $         6.24
                                                                             ==============
     Maximum offering price per share (100/99 of $6.24) ..................   $         6.30
                                                                             ==============
<FN>

See Notes To Financial Statements
</FN>
</TABLE>

1998 ANNUAL REPORT
- ------------------
<PAGE>
                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------    5 
                                                                           ----
                                                                           
Investment Portfolio
- --------------------------------------------------------------------------------
December 31, 1998                                Number of Shares   Market Value
- --------------------------------------------------------------------------------
Common Stocks: 89.90/0

     Banks: 77.5%
        AmSouth Bancorporation ..................        686,400     $31,317,000
        Banc One Corp. ..........................        860,968      43,963,179
        BankBoston Corp. ........................        400,000      15,575,000
        Banknorth Group Inc. ....................         15,000         564,375
        Bank of New York Company, Inc. ..........        800,000      32,200,000
        BB&T Corporation ........................        300,096      12,097,620
        Centura Banks, Inc. .....................        100,000       7,437,500
        Chase Manhattan Corp. ...................        769,000      52,340,063
        Chittenden Corporation ..................        110,156       3,524,992
        Citigroup Inc. ..........................        500,000      24,750,000
        City National Corporation ...............        216,283       9,002,780
        Colonial BancGroup, Inc. ................        300,000       3,600,000
        Comerica Incorporated ...................        518,550      35,358,628
        Community First Bankshares, Inc. ........        400,024       8,425,506
        Compass Bancshares, Inc. ................        356,600      13,573,087
        Crestar Financial Corp. .................        250,000      18,000,000
        Cullen/Frost Bankers, Inc. ..............        118,400       6,497,200
        D & N Financial Corp. ...................         11,000         259,875
        Fifth Third Bancorp .....................         40,000       2,852,500
        First American Corp. ....................        376,050      16,687,219
        First Tennessee National Corporation ....        782,000      29,764,875
        First Union Corporation .................        162,000       9,851,625
        Firstar Corporation .....................        353,700      32,982,525
        Fleet Financial Group, Inc. .............      1,422,000      63,545,625
        Florida Banks, Inc. .....................        125,000         968,750
        Hibernia Corporation ....................        250,000       4,343,750
        Imperial Bancorp* .......................        600,000       9,975,000
        Independent Bank Corp. ..................        541,000       9,399,875
        J.P. Morgan & Co. Incorporated ..........         15,000       1,575,938
        KeyCorp .................................      1,000,000      32,000,000
        M & T Bank Corp. ........................         39,100      20,290,456
        Mellon Bank Corp. .......................        556,900      38,286,875

                                               See Notes To Financial Statements

1998 ANNUAL REPORT
- ------------------
<PAGE>
page  SIFE Trust Fund
 6    --------------------------------------------------------------------------
- -----

Investment Portfolio
- --------------------------------------------------------------------------------
December 31, 1998                                Number of Shares   Market Value
- --------------------------------------------------------------------------------

Common Stocks, continued

     Banks, continued
        Mercantile Bancorporation, Inc. ..........        135,000   $  6,226,875
        Mercantile Bankshares Corp. ..............         60,000      2,310,000
        National City Corporation ................        530,000     38,425,000
        National Commerce Bancorporation .........        126,000      2,370,375
        Northern Trust Corp. .....................        151,600     13,236,575
        North Fork Bancorp Inc. ..................      1,119,300     26,793,244
        PNC Bank Corporation .....................        365,000     19,755,625
        Provident Financial Group ................         65,000      2,453,750
        Regions Financial Corp. ..................        190,000      7,659,375
        Republic Bancorp, Inc. ...................         50,000        643,750
        Silicon Valley Bancshares* ...............         97,100      1,653,734
        SouthTrust Corporation ...................        120,000      4,432,500
        Sterling Bancshares, Inc. ................        300,000      4,462,500
        Summit Bancorp ...........................        427,830     18,690,823
        Summit Bancshares, Inc. ..................        290,000      5,365,000
        SunTrust Banks, Inc. .....................        200,000     15,300,000
        TCF Financial Corporation ................        253,200      6,124,275
        Union Planters Corp. .....................        305,000     13,820,312
        United Bankshares, Inc. ..................        184,595      4,891,741
        U.S. Bancorp .............................      1,093,000     38,801,500
        UST Corp. ................................         67,000      1,578,688
        Valley National Bancorp ..................         45,500      1,282,531
        Wachovia Corporation .....................        530,100     46,350,619
        Wells Fargo & Company ....................        320,001     12,780,040
        Westamerica Bancorporation ...............        435,000     15,986,250
        Zions Bancorporation .....................        134,700      8,401,912
                                                                     -----------
                                                                     910,808,812
     Consumer Financial Services: 6.4%
        Federal Home Loan Mortgage Co ............        133,300      8,589,519
        Federal National Mortgage Association ....        300,000     22,200,000
        Household International ..................        105,000      4,160,625
        MBNA Corporation .........................         97,500      2,431,406

See Notes To Financial Statements

1998 ANNUAL REPORT
- ------------------
<PAGE>

                                                          SIFE Trust Fund  page 
- -------------------------------------------------------------------------    7  
                                                                           ---- 
                                                                           
Investment Portfolio
- --------------------------------------------------------------------------------
December 31, 1998                               Number of Shares    Market Value
- --------------------------------------------------------------------------------
Common Stocks, continued

     Consumer Financial Services, continued
        MGIC Investment Corp. .....................      65,000   $    2,587,812
        State Street Corporation ..................     500,000       34,781,250
                                                                  --------------
                                                                      74,750,612

     Thrifts: 2.7%
        Charter One Financial, Inc. ...............     603,281       16,741,048
        FirstFed Financial Corp.* .................     102,100        1,825,037
        Peoples Heritage Financial Group, Inc. ....     310,270        6,205,400
        Sovereign Bancorp, Inc. ...................     145,000        2,066,250
        Webster Financial Corp. ...................     163,600        4,488,775
                                                                  --------------
                                                                      31,326,510

     Insurance: 1.7%
        American Express Company ..................      50,000        5,112,500
        Fremont General Corp. .....................      44,000        1,089,000
        SunAmerica Inc. ...........................     135,000       10,951,875
        Transatlantic Holdings, Inc. ..............      35,000        2,644,688
                                                                  --------------
                                                                      19,798,063

     Brokerages: 1.6%
        Alliance Capital Management L.P. ..........      89,700        2,309,775
        The Charles Schwab Corporation ............     297,000       16,687,687
                                                                  --------------
                                                                      18,997,462
                                                                  --------------
Total Common Stocks (cost $584,392,089) ...........                1,055,681,459
                                                                  --------------

Repurchase agreements: 9.5%

        State Street Bank and Trust Company,
          4.25%, due 0 1/04/99 
        Collateral: U.S. government obligations,
          market value of $113,564,284 ............                  111,331,000
                                                                  --------------
Total Investments (cost $695,723,089): 99.4% ......                1,167,012,459
                                                                  --------------
Other Assets and Liabilities, net: 0.6% ...........                    7,874,073
                                                                  --------------
Net Assets: 100.0% ................................               $1,174,886,532
                                                                  ==============
*Non-income producing
                                               See Notes To Financial Statements
1998 ANNUAL REPORT
- ------------------
<PAGE>
page  SIFE Trust Fund
 8    --------------------------------------------------------------------------
- -----
<TABLE>

Statement of Operations
<CAPTION>
- --------------------------------------------------------------------------------
Year Ended December 31, 1998
- --------------------------------------------------------------------------------
<S>                                                        <C>              <C>

Investment income:

     Income:
        Dividends ......................................   $ 20,378,750
        Interest .......................................      6,135,258
        Other income ...................................          6,537
                                                           ------------
        Total investment income ........................                     $ 26,520,545
                                                        
                                                        
     Expenses:                                          
        Management fees ................................     14,504,536
        Service and distribution expenses               
         Class A-II ....................................        253,933
         Class B .......................................        303,129
         Class C .......................................         26,343
                                                           ------------
             Total expenses ............................                       15,087,941
                                                                             ------------
             Net investment income .....................                       11,432,604
                                                                             ------------
                                                        
                                                        
Realized and unrealized gain/(loss) on investments:     
        Net realized gain ..............................     66,518,964
        Gain on expiration of option contracts .........      4,364,607
        Net decrease in unrealized appreciation         
           of investments during the period ............    (26,982,915)
                                                           ------------
                                                                             ------------
       Net gain on investments .........................                       43,900,656
                                                                             ------------
Net increase in net assets resulting from operations ...                     $ 55,333,260
                                                                             ============
<FN>
                                                      
See Notes To Financial Statements
</FN>
</TABLE>
1998 ANNUAL REPORT
- ------------------
<PAGE>
                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------    9 
                                                                           ----
<TABLE>

Statements of Changes in Net Assets
<CAPTION>
- -----------------------------------------------------------------------------------------------
Years Ended                                                December 31, 1998  December 31, 1997
- -----------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>            
Increase in net assets:

     Operations:
        Net investment income ...........................   $    11,432,604    $    12,980,870
        Net realized gain from investment transactions ..        70,883,571         64,683,150
        Net (decrease)/increase in unrealized
          appreciation of investments ...................       (26,982,915)       277,075,662
                                                            ----------------------------------
             Net increase in net assets resulting from
               operations ...............................        55,333,260        354,739,682


Distributions paid to investors:

        From net investment income:
          Class A-I .....................................       (10,625,303)       (12,317,564)
          Class A-II ....................................          (801,182)          (616,821)
          Class B .......................................           (15,045)           (49,266)
          Class C .......................................              (995)            (3,982)
        From net realized gain on investments:
          Class A-I .....................................       (66,062,653)       (74,370,251)
          Class A-Il ....................................        (7,169,547)        (5,742,617)
          Class B .......................................        (2,512,490)        (1,018,791)
          Class C .......................................          (190,198)           (85,524)
                                                            ----------------------------------
             Total distributions ........................       (87,377,413)       (94,204,816)

Capital share transactions:
        Increase from capital shares sold and reinvested        441,334,161        275,018,698
        Decrease from capital shares repurchased ........      (386,217,042)      (171,123,189)
                                                            ----------------------------------
             Net increase from capital share transactions        55,117,119        103,895,509

        Total increase in net assets ....................        23,072,966        364,430,375

Net assets:
        Beginning of year ...............................     1,151,813,566        787,383,191
                                                            ----------------------------------
        End of year .....................................   $ 1,174,886,532    $ 1,151,813,566
                                                            ==================================


Net assets consist of:
        Shares of beneficial interests ..................   $   704,211,971    $   649,094,852
        Undistributed net investment income .............            31,622             41,543
        Undistributed net realized (loss)/gain on sale of
         investment securities and option contracts .....          (646,431)         4,404,886
        Unrealized appreciation of investment securities        471,289,370        498,272,285
                                                            ----------------------------------
                                                            $ 1,174,886,532    $ 1,151,813,566
                                                            ==================================
<FN>
                                                             See Notes To Financial Statements
</FN>
</TABLE>
1998 ANNUAL REPORT
- ------------------
<PAGE>
 page  SIFE Trust Fund
 10    -------------------------------------------------------------------------
- -----

Notes to Financial Statements

Note 1.

Significant Accounting Policies

SIFE  Trust  Fund  (the  "Trust  Fund")  is an  openend  diversified  management
investment  company offering its shares on a continuous basis to the public. The
Trust  Fund was  organized  as a business  trust  under the laws of the State of
Delaware on February 28, 1997.  The Trust Fund is the  successor-in-interest  to
SIFE Trust Fund, a California  trust  organized on September  26, 1960 which had
operated as a mutual fund since July 2, 1962. The Trust Fund is registered under
the Investment Company Act of 1940, as amended, (the "1940 Act").

The Trust Fund offers four classes of shares: Class A-I, Class A-II, Class B and
Class C. 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 SIFE (the "Management Company") and
the Trust Fund, and their immediate family members; and (iii) broker/dealers and
certain other institutional purchasers.  The offering of Class A-II shares began
May 1, 1996 and the offering of Class B and C shares began May 1, 1997. Realized
and unrealized  gains or losses and investment  income,  net of management fees,
are allocated  daily to each class of shares based upon the relative  proportion
of net  assets of each  class.  Each class of shares  differs in its  respective
distribution expenses and certain other class-specific fees and expenses.

The  following  is a summary of  significant  accounting  policies  consistently
followed by the Trust Fund in the preparation of its financial  statements.  The
policies are in conformity  with generally  accepted  accounting  principles for
registered investment companies.

Portfolio valuation:

Portfolio securities which are listed on a national stock exchange are valued at
the closing price on the stock exchange on which they are primarily  traded.  If
there has been no daily trading in a listed security, that security is valued at
the last available closing price.  Securities which are traded  over-the-counter
and for which closing prices are readily  available  (such as NASDAQ) are valued
at the closing price. Other securities which are traded over-the-counter but for
which  closing  prices are not readily  available  are valued at the closing bid
price.  Short-term  obligations having 60 days or less to maturity are valued at
amortized  cost,  which  approximates  market value.  Temporary  investments  in
repurchase agreements are valued at cost.

Security transactions and related investment income:

Security transactions are accounted for on the trade date (the date the order to
buy or sell is executed).  Realized  gains or losses on security  transactions
are  recorded  on the  specific  identified cost  basis.  Dividend  income is
recorded on the  ex-dividend  date.  Interest  income is recorded on the accrual
basis.

Distributions to investors:

Distributions  paid to investors are recorded on the  ex-distribution  date. Net
investment income is distributed  proportionately  to each investor's account as
of the last business day in February, May, August and December.  Realized gains,
net of  losses,  from  securities  held for more  than one year are  distributed
annually as of the last business day in November. Realized gains, net of losses,
from securities  held for less than one year are distributed  annually as of the
last business day in December.

Income taxes:

The Trust  Fund's  policy is to comply  with the  requirements  of the  Internal
Revenue Code and  regulations  thereunder  applicable  to  regulated  investment
companies  and to  distribute  all  of  its  taxable  income  to its  investors.
Therefore,  no provision  for federal  income taxes is recorded in the financial
statements.

Covered call and put options:

The Trust Fund may write  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.  Options  written by the Trust Fund
normally will have expiration  dates between three and nine months from the date
written.

All call and put  options  written by the Trust Fund must be  "covered."  A call
option  will be  considered  covered  if the Trust  Fund,  so long as it remains
obligated as a writer, owns the securities  underlying the options. A put option
will be covered if the Trust Fund, so long as it remains  obligated as a writer,
maintains  in a segregated  account held by State Street Bank and Trust  Company
("State Street Bank") as custodian of the Trust Fund, cash, U.S.  Treasury Bills
or high-grade  short-term  debt securities in an amount equal to or greater than
the exercise price of the put option.

The  exercise  price of an option  may be below,  equal to or above the  current
market value of the underlying security at the time the option is written.  When
the Trust Fund writes an option,  an amount equal to the premium received by the
Trust Fund is recorded as an asset and equivalent  liability.  The amount of the
liability is subsequently "marked-to-market" to reflect the current market value
of the option written.  The current market value of a written option is the last
sale  price or in the  absence of a sale,  the last bid price on that day.  If a
written option expires on the  stipulated  expiration  date or if the Trust Fund
enters into a closing purchase transaction, the Trust Fund realizes a gain (or a
loss if the closing purchase  transaction  exceeds the premium received when the
option  was  written)  without  regard  to any  unrealized  gain  or loss on the
underlying  security,  and the liability related to such option is extinguished.
If a

1998 ANNUAL REPORT
- ------------------
<PAGE>
                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------   11 
                                                                           ----

Notes to Financial Statements

written call option is exercised,  the Trust Fund realizes a gain or a loss from
the sale of the  underlying  security and the proceeds of the sale are increased
by the premium originally  received.  If a written put option is exercised,  the
cost basis of the  underlying  security  is reduced  by the  premium  originally
received.

Repurchase agreements:

The Trust Fund may invest in repurchase  agreements  secured by U.S.  Government
obligations  or by  other  securities.  Securities  pledged  as  collateral  for
repurchase agreements are held by the Trust Fund's custodian bank until maturity
of the  repurchase  agreements.  Provisions  of the  agreements  are intended to
ensure that the market value of the  collateral  is  sufficient  in the event of
default;  however,  in the event of default or  bankruptcy by the other party to
the agreements, realization and/or retention of the collateral may be subject to
legal proceedings and other uncertainties and expenses.


Note 2.

Affiliated Party Transactions - Agreements with SIFE (the "Management Company")

The Management Company is the investment advisor, administrator, transfer agent,
and underwriter  for the Trust Fund and has acted in such  capacities  since the
formation of the Trust Fund. State Street Bank serves as custodian, sub-transfer
agent and service provider to existing Trust Fund investors.

Transfer agency agreement and administrative services agreement:

Pursuant to a transfer  agency  agreement,  the  Management  Company acts as the
Trust Fund's  transfer  agent,  as well as providing fund  accounting  services.
Effective March 24, 1997 the Management  Company,  in turn, engaged State Street
Bank to provide certain transfer agency functions for the Trust Fund.  Effective
April 1, 1996,  all expenses  related to the operation of the Trust Fund are the
responsibility of the Management  Company (see "Investment  Advisory  Agreement"
below). Under the terms of a prior investment advisory agreement,  certain Trust
Fund expenses were paid by the  Management  Company and  reimbursed by the Trust
Fund monthly.

Investment advisory agreement:

The Trust  Fund has  entered  into an  investment  advisory  agreement  with the
Management  Company.   Under  the  terms  of  the  current  investment  advisory
agreement,  the Management Company provides  investment advice, a broad range of
administrative,  regulatory  and  other  services  for the  Trust  Fund  and the
investors,  and receives an  all-inclusive  management fee of 1.25% of the Trust
Fund's average daily net assets,  per annum.  During the year ended December 31,
1998, management fees incurred by the Trust Fund totaled $14,504,536.

Distribution plan and underwriting agreement:

Pursuant to Rule 12b-1 under the 1940 Act,  the  Management  Company's  Board of
Directors  has adopted  separate  distribution  plans with  respect to the Trust
Fund's Class A-II, Class B and Class C shares,  pursuant to which the Trust Fund
reimburses the Management Company for a portion of its shareholder servicing and
distribution expenses.

Under the Class  A-II  Plan,  the Trust  Fund may pay the  Management  Company a
distribution fee at the annualized rate of 0.25% of the average daily net assets
of  the  Trust  Fund's  Class  A-II  shares  for  expenditures  incurred  by the
Management Company in providing  services as principal  underwriter to the Trust
Fund for such shares. Under the Class B and Class C Plan, the Trust Fund may pay
the Management Company a distribution fee at the annualized rate of 0.75% of the
average  daily net assets of the Trust Fund's Class B and Class C shares for its
expenditures  incurred in providing  services as principal  underwriter for such
shares,  and may pay the Management Company a service fee at the annualized rate
of 0.25% of the average daily net assets of the Trust Fund's Class B and Class C
shares,  for the  Management  Company's  expenditures  incurred in servicing and
maintaining shareholder accounts.

In its  capacity as principal  underwriter  for the Trust Fund,  the  Management
Company receives  commissions of 2.5% to 5.0% on sales of the Trust Fund's Class
A-I and  Class  A-II  shares.  No sales  charge  is  assessed  on  purchases  of
$1,000,000 or more, purchases by directors,  trustees,  employees and registered
representatives  of the  Management  Company  and  the  Trust  Fund,  and  their
immediate  family  members,   as  well  as  broker-dealers   and  certain  other
institutional purchasers.

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
automatically  convert  into  Class A-II  shares,  based on  relative  net asset
values, on the sixth anniversary of their purchase.  The Management Company will
pay to the selling dealer, out of its own resources,  a sales commission of 4.0%
of the Class B shares purchased.

Class C shares are subject to an initial sales charge of 1%. Any shares redeemed
prior to one year following the initial purchase are subject to a 1% CDSC.

Commissions  are  deducted  from the gross  proceeds  received  from the sale of
investment shares, and as such are not expenses of the Trust Fund.

Commissions  retained by the Management  Company  totaled  $462,660 for the year
ended December 31, 1998.

Certain officers and directors of the Trust Fund are also officers and

1998 ANNUAL REPORT
- ------------------
<PAGE>
 page  SIFE Trust Fund
 12    -------------------------------------------------------------------------
- -----

Notes to Financial Statements

directors of the Management Company. On December 31,1998, the Management Company
owned 469,682 Class A-I shares of the Trust Fund.

Note 3.

Unrealized Appreciation of Investments

On December 31, 1998, the net unrealized  appreciation for all securities was as
follows:

Aggregate gross unrealized appreciation for all investments
     in which there is an excess of value over tax cost .......   $ 475,354,065

Aggregate gross unrealized depreciation for all investments
     in which there is an excess of tax cost over value .......      (4,064,695)
                                                                  -------------
Net unrealized appreciation ...................................   $ 471,289,370
                                                                  =============

The tax cost  basis used in the above  calculation  is the same as that used for
financial statement purposes.


Note 4.

Capital Share Transactions
<TABLE>

The following is a summary of share  transactions  for the years ended  December
31, 1998 and December 31, 1997:
<CAPTION>

                                                      1998                              1997
                                           -------------------------------------------------------------
Class A-I                                    Shares          Amount            Shares          Amount
- ---------                                    ------          ------            ------          ------

<S>                                        <C>           <C>                  <C>          <C>          
Shares sold .........................      10,264,524    $  65,303,921        9,188,773    $  52,531,297

Shares issued in connection with
        reinvestment of distributions      11,734,641       71,066,418       12,831,281       80,769,497
                                          --------------------------------------------------------------
                                           21,999,165      136,370,339       22,020,054      133,300,794

Shares repurchased ..................     (22,439,728)    (142,308,295)     (17,565,092)    (100,565,902)
                                          --------------------------------------------------------------
Net (decrease) increase .............        (440,563)   $  (5,937,956)       4,454,962    $  32,734,892
                                          ==============================================================
</TABLE>

<TABLE>
<CAPTION>

                                                      1998                              1997
                                           -------------------------------------------------------------
Class A-II                                   Shares          Amount            Shares          Amount
- ----------                                   ------          ------            ------          ------

<S>                                        <C>           <C>                 <C>           <C>          
Shares sold .........................      41,331,298    $ 266,163,815       19,597,918    $ 118,440,103

Shares issued in connection with
        reinvestment of distributions       1,269,318        7,751,784          985,802        6,240,462
                                          --------------------------------------------------------------
                                           42,600,676      213,915,599       20,583,720      124,680,565

Shares repurchased ..................     (37,124,813)    (239,844,067)     (11,185,753)     (10,366,119)
                                          --------------------------------------------------------------
Net increase ........................       5,475,863    $  34,071,532        9,397,967    $  54,314,446
                                          ==============================================================
</TABLE>

<TABLE>

The following is a summary of share transactions for the year ended December 31,
1998 and for the period May 1, 1997 (commencement of operations) to December 31,
1997:
<CAPTION>
                                                      1998                            1997
                                          --------------------------------------------------------------
Class B                                       Shares        Amount           Shares           Amount
- -------                                       ------        ------           ------           ------
<S>                                         <C>           <C>                <C>           <C>          
                                           
Shares sold ..........................      3,922,688    $ 25,579,740       2,376,117      $ 14,801,210
                                            
Shares issued in connection with            
    reinvestment of distributions ....        366,593       2,218,133         146,092           928,642
                                          --------------------------------------------------------------
                                            4,289,281      27,797,873       2,522,209        15,729,852
Shares repurchased ...................       (511,127)     (3,220,808)        (25,227)         (158,546)
                                          --------------------------------------------------------------
Net increase .........................      3,778,154    $ 24,577,065       2,496,982      $ 15,571,306
                                          ==============================================================
</TABLE>
                                            
<TABLE>
<CAPTION>
                                                      1998                            1997
                                          --------------------------------------------------------------
Class C                                       Shares        Amount           Shares           Amount
- -------                                       ------        ------           ------           ------
<S>                                         <C>           <C>                <C>           <C>          
Shares sold ..........................        419,012    $  3,083,299         198,347      $  1,237,034
                                            
Shares issued in connection with            
    reinvestment of distributions ....         27,638         167,051          11,059            70,453
                                          --------------------------------------------------------------
                                              506,650       3,250,350         209,406         1,307,487
Shares repurchased ...................       (142,207)       (843,872)         (5,018)          (32,622)
                                          --------------------------------------------------------------
Net increase .........................        364,443    $  2,406,478         204,388      $  1,274,865
                                          ==============================================================
</TABLE>
                                            
                                            
Note 5.                                    
                                           
Purchases and Sales of Securities  

Purchases and sales of investment securities were $354,986,187 and $425,649,219,
respectively for the year ended December 31, 1998.


Note 6.

Concentration of Credit Risk

On December 31, 1998, approximately  $1,055,681,459 (89.9% of net assets) of the
Trust Fund's investments were in equities of financial institutions.


Note 7.

Financial Instruments

The Trust Fund may trade in financial  instruments  with  offbalance  sheet risk
during the normal course of investing  activities to assist in managing exposure
to various market risks.  These  financial  instruments  include written covered
call and put options and may involve,  to a varying degree,  elements of risk in
excess  of the  amounts  recognized  for  financial  statement  purposes.  As of
December 31, 1998 there were no covered call or put options outstanding.

1998 ANNUAL REPORT
- ------------------
<PAGE>

                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------   13 
                                                                           ----
<TABLE>

Financial Highlights
<CAPTION>
                                                                                           Class A-I
                                                                ---------------------------------------------------------------
Years Ended, December 31                                           1998          1997         1996         1995        1994
                                                                ---------------------------------------------------------------
<S>                                                             <C>           <C>           <C>         <C>          <C>     
Selected Per Share Data
          (For one share outstanding throughout each period):
     Net asset value, beginning of period ...................   $    6.45     $    4.86     $  4.58     $   3.55     $   3.83
                                                                ---------------------------------------------------------------
     Income from investment operations:                         
          Net investment income .............................        0.07          0.08        0.09         0.10         0.09
          Net realized and unrealized                                                                               
            gain (loss) on investments ......................        0.24          2.07        1.16         1.68        (0.13)
                                                                ---------------------------------------------------------------
               Total from investment operations .............        0.31          2.15        1.25         1.78        (0.04)
                                                                ---------------------------------------------------------------
     Less distributions to investors:
          Distributions from net investment income ..........       (0.07)        (0.08)      (0.09)       (0.10)       (0.09)
          Distributions from capital gains ..................       (0.43)        (0.48)      (0.88)       (0.65)       (0.15)
                                                                ---------------------------------------------------------------
               Total distributions ..........................       (0.50)        (0.56)      (0.97)       (0.75)       (0.24)
                                                                ---------------------------------------------------------------
      Net asset value, end of period ........................   $    6.26     $    6.45     $  4.86     $   4.58     $   3.55
                                                                ===============================================================
Total Return*** .............................................         5.1%         44.8%       27.4%        49.9%        (1.5%)
                                                                                                                    
Ratios and Supplemental Data                                                                                        
     Net assets, end of period (in millions) ................   $   1,015     $   1,049     $   769    $     614     $    410
                                                                ===============================================================
     Ratios to average net assets:                                                                                  
           Expenses .........................................        1.25%         1.25%       1.20%        1.03%        0.94%
                                                                ===============================================================
           Net investment income ............................        1.04%         1.38%       1.82%        2.25%        2.27%
                                                                ===============================================================
     Portfolio turnover rate ................................        31.0%         63.0%      140.2%        93.5%        25.2%
                                                                ===============================================================
                                                                                                                    
</TABLE>
<TABLE>
<CAPTION>

                                                                    Class A-II                Class B              Class C
                                                           --------------------------------------------------------------------
Years Ended, December 31                                     1998      1997      1996*     1998     1997**     1998      1997**
                                                           --------------------------------------------------------------------
<S>                                                        <C>       <C>       <C>       <C>       <C>       <C>       <C>     
Selected Per Share Data
     (For one share outstanding throughout each period):
     Net asset value, beginning of period ..............   $  6.46   $  4.86   $  4.73   $  6.45   $  5.41   $  6.46   $  5.41 
                                                           --------------------------------------------------------------------
     Income from investment operations:                                                                               
          Net investment income ........................      0.05      0.07      0.07      --        0.01       --       0.01
          Net realized and unrealized                                                                                 
            gain (loss) on investments .................      0.23      2.07      1.01      0.24      1.53      0.21      1.54
                                                           --------------------------------------------------------------------
               Total from investment operations ........      0.28      2.14      1.08      0.24      1.54      0.21      1.55
                                                           --------------------------------------------------------------------
     Less distributions to investors:                                                                                 
          Distributions from net investment income .....     (0.05)    (0.06)    (0.07)     --       (0.02)      --      (0.02)
          Distributions from capital gains .............     (0.43)    (0.48)    (0.88)    (0.43)    (0.48)    (0.43) 
                                                           --------------------------------------------------------------------
               Total distributions .....................     (0.48)    (0.54)    (0.95)    (0.43)    (0.50)    (0.43) 
                                                           --------------------------------------------------------------------
     Net asset value, end of period ....................   $  6.26   $  6.46   $  4.86   $  6.26   $  6.45   $  6.24   $  6.46
                                                           ====================================================================
     Total Return*** ...................................       4.7%     44.6%     22.8%      4.1%     28.9%      3.6%     29.1%
                                                           ====================================================================

Ratios and Supplemental Data                                                                                          
     Net assets, end of period (in millions) ...........   $   117   $    85   $    18   $    39   $    16   $     4   $     1
                                                           ====================================================================
     Ratios to average net assets:                                                                                    
            Expenses ...................................      1.50%     1.50%     1.48%     2.25%     2.22%     2.25%     2.25%
                                                           ====================================================================
            Net investment income ......................      0.79%     1.11%     1.77%     0.00%     0.30%     0.00%     0.30%
                                                           ====================================================================
     Portfolio turnover rate ...........................      31.0%     63.0%    140.2%     31.0%     63.0%     31.0%     63.0%
                                                           ====================================================================
<FN>
                                                                           
*      For the period May 1, 1996  (commencement  of operations) to December 31,
       1996.

**     For the period May 1, 1997  (commencement  of operations) to December 31,
       1997.

***    Sales loads are not  reflected  in total  return.

                                               See Notes To Financial Statements
</FN>
</TABLE>

1998 ANNUAL REPORT
- ------------------
<PAGE>
 page  SIFE Trust Fund
 14    -------------------------------------------------------------------------
- -----

Independent Auditors' Report



         To the Investors and Board of Trustees of SIFE Trust Fund:

                  We have  audited  the  accompanying  statement  of assets  and
         liabilities of SIFE Trust Fund (the "Fund"),  including the schedule of
         investments,  as of  December  31,  1998,  the  related  statements  of
         operations  for the year then ended,  the  statements of changes in net
         assets  for each of the two years in the  period  then  ended,  and the
         financial  highlights  for each of the three  years in the period  then
         ended.  These  financial  statements  and financial  highlights are the
         responsibility  of the  Fund's  management.  Our  responsibility  is to
         express  an  opinion  on  these  financial   statements  and  financial
         highlights based on our audits.  The Financial  highlights of the Class
         A-I units for the years ended  December  31, 1994 and 1995 were audited
         by other  auditors  whose  report dated  January 30, 1996  expressed an
         unqualified opinion on such financial highlights.

                  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 financial highlights 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, 1998, by
         correspondence  with the custodian and brokers.  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  financial
         highlights  referred to above present fairly, in all material respects,
         the financial  position of SIFE Trust Fund as of December 31, 1998, the
         results of its operations  for the year then ended,  the changes in its
         net assets for each of the two years in the period then ended,  and the
         financial  highlights  for each of the three  years in the period  then
         ended, in conformity with generally accepted accounting principles.

          /s/ Deloitte & Touche LLP

          San Francisco, California 
          January 29, 1999 

1998 ANNUAL REPORT
- ------------------
<PAGE>

                                                          SIFE Trust Fund  page
- -------------------------------------------------------------------------   15 
                                                                           ----

SIFE Performance
- ------------------------------------------------------
       Average Annual Compounded Total Return

  years   min. load 0%   max. load 5%  S & P 500 Index
- ------------------------------------------------------
    1        5.14%         -0.12%          28.58%
- ------------------------------------------------------
    5       23.41%         22.15%          24.06%
- ------------------------------------------------------
   10       19.17%         18.56%          19.21%
- ------------------------------------------------------




SIFE's Investment Portfolio
- ------------------------------------------------------
                             (as of December 31, 1998)

[GRAPHIC OMMITTED]

                                        Banks 77.5%  o
                         Repurchase Agreements 9.5%  o
                   Consumer Financial Services 6.4%  o
                                       Thrifts 2.7$  o
                                     Insurance 1.7%  o
                                    Brokerages 1.6%  o


Comparison to the S & P 500 Index
- ------------------------------------------------------




                    [PLOT POINTS TO BE SUPPLIED BY CUSTOMER]







The above  graph  represents  a  hypothetical  illustration  comparing  a $9,500
investment  made in SIFE Trust Fund on December  31, 1988  ($9,500  represents a
$10,000  investment  with  the  maximum  sales  charge  deducted)  to a  $10,000
investment  made in the  Standard  and  Poor's  500  Composite  Price  Index and
includes  reinvestments  of dividends and capital gains. The Standard and Poor's
500 Index is an  unmanaged  value-weighted  price  index  composed  of 500 large
capitalized  U.S.  stocks and is regarded as a broad based  benchmark for market
conditions.

The above  chart  represents  a  hypothetical  illustration  comparing  a $9,500
investment and a $10,000 investment made in SIFE Trust Fund on December 31, 1998
to a $10,000  investment  made in the  Standard and Poor's 500  Composite  Price
Index and includes reinvestments of dividends and capital gains.

Please  be aware  that the  return  information  in the chart and graph for SIFE
includes operating expenses (such as management fees) that reduce returns, while
the return for the  Standard  and Poor's  500  Composite  Price  Index does not.

Performance data quoted  represents past performance and does not predict future
results.  Investment  return and principal value will fluctuate,  and redemption
value may be more or less than original cost.  Data is quoted for Class A-I only
(performance  for other classes will vary due to differences in fee  structures)
and does not reflect the effect of any market volatility that has occurred since
the date of the information.  As a result, returns after the date of this report
may be substantially more or less than those shown.

SIFE Trust Fund is a sector fund and as such may exhibit higher  volatility than
the  overall  stock  market.  Please  refer  to the  prospectus  for a  complete
disclosure of the risks associated with the financial  services sector,  as well
as the expenses,  investment objectives, and operating policies of the Fund. You
should read the prospectus  carefully  before  investing in any fund. For a free
copy of the SIFE prospectus, please call (800) 524-7433.

1998 ANNUAL REPORT
- ------------------
<PAGE>
 page  SIFE Trust Fund
 16    -------------------------------------------------------------------------
- -----

SIFE's Top Ten Holdings                                (as of December 31, 1998)
- --------------------------------------------------------------------------------
  Fleet Financial Group, Inc.      5.4%      National City Corporation     3.3%
  Chase Manhattan Corp.            4.5%      Mellon Bank Corp.             3.3%
  Wachovia Corporation             3.9%      Comerica Incorporated         3.0%
  Banc One Corp.                   3.7%      State Street Corporation      3.0%
  U.S. Bancorp                     3.3%      Firstar Corporation           2.8%
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Officers And Trustees of the SIFE Trust Fund
- ---------------------------------------------------------------------------------------------------
<S>                                         <C>                              <C>
Haig G. Mardikian*                          Charles W. Froehlich, Jr.        Sam A. Marchese       
Chairman of the Board and Trustee           Secretary and Trustee            Trustee Emeritus      
                                                                                                   
Walter S. Newman*                           John A. Meany*                   Diane Howard Belding  
Vice Chairman of the Board and Trustee      Trustee                          Trustee               
                                                                                                   
Bruce W. Woods                              Neil L. Diver*                   Gary A. Isaacson      
President and Trustee                       Trustee                          Treasurer             
                                                                             *Independent Trustees 
</TABLE>
<TABLE>
<CAPTION>

Officers And Directors of SIFE (the "Management Company")
- ---------------------------------------------------------------------------------------------------
<S>                                         <C>                              <C>
Bruce W. Woods
President, Chief Executive Officer and      Charles W. Froeblich, Jr.        Sharon E. Tudisco     
Chairman                                    Secretary and Director           Director              
                                                                                                   
Michael J. Stead                            John W. Woods                    Diane Howard Belding  
Chief Investment Officer and Director       Director                         Director              
                                                                             
Gary A. Isaacson                            Sam A. Marchese           
Chief Financial Officer                     Director                  
                                            
</TABLE>


Custodian                              Additional SIFE Services                 
- -----------------------------------    ---------------------------------------- 
State Street Bank and Trust Company    SIFE  Trust  Fund  provides   continuing 
225 Franklin Street                    individual  services  to  the  Investor, 
Boston, MA 02110                       including   assistance  for  changes  of 
                                       beneficiary,   assignments,   collateral 
Transfer Agent                         bank loans, redemptions and the purchase 
- -----------------------------------    of   additional   fund   shares.    SIFE 
Boston Financial Data Services         representatives  are  prepared to assist 
P.O. Box 8244                          you in establishing retirement accounts, 
Boston, MA 02266                       including   IRA's,   IRA-SEP's,   SIMPLE 
                                       IRA's,  Roth IRA's,  Education IRA's and 
Legal Counsel                          Section 403(b)(7) accounts.            
- -----------------------------------                                             
Paul, Hastings, Janofsky & Walker LLP  Inquiries   concerning   any  of  SIFE's 
345 California Street, 29th Floor      services   may  be   directed   to  your 
San Francisco, CA 94104                representative  or the home office.  For 
                                       the  convenience  of Investors,  you may 
                                       call toll free (800)  231-0356  or (925) 
Independent Auditors                   988-2430   if  you   have  a   need  for 
- -----------------------------------    information or service. For current unit 
Deloitte & Touche LLP                  price,  SIFE  has  a 24  hour  toll-free 
50 Fremont Street                      number: (800) 553-7433.                  
San Francisco, CA 94105                                                         
                                       This report and the financial statements 
                                       contained  herein are  provided  for the 
                                       general  information of the shareholders 
                                       of SIFE.  This report is not  authorized 
                                       for    distribution    to    prospective 
                                       investors  in SIFE  unless  preceded  or 
                                       accompanied by an effective prospectus.  
                                       

1998 ANNUAL REPORT
- ------------------

<PAGE>







                                      ----
                                      SIFE
                                      ----

                      100 North Wiget Lane, P.O. Box 9007
                          Walnut Creek, CA 94598-0907
                    Phone (800) 231-0356/fax (925) 943-1783
                             Website: www.sife.com
                              Ticker Symbol: SIFEX

                            (c) 1998 SIFE Trust Fund



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