As filed with the Securities and Exchange Commission on October 31, 1997
Registration Nos. 2-91373 and 811-4038
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 25 /X/
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 26 /X/
St. Clair Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
480 Pierce Street Birmingham, Michigan 48009
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (810) 647-9200
Teresa M.R. Hamlin, Esq.
First Data Investor Services Group, Inc.
One Exchange Place, 8th Floor
Boston, Massachusetts 02109
Copies to:
Lisa Anne Rosen, Esq. Paul F. Roye, Esq.
Munder Capital Management Dechert Price & Rhoads
480 Pierce Street 1500 K Street, NW
Birmingham, Michigan 48009 Washington, D.C. 20549
/X/ It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
The Registrant has elected to register an indefinite number of shares of all
series under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Registrant will file the notice required by
Rule 24f-2 with respect to its fiscal year ended December 31, 1997 on or about
March 1, 1998.
<PAGE>
ST. CLAIR FUNDS, INC.
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
Prospectus for St. Clair Funds, Inc.
(Liquidity Plus Money Market Fund)
Part A
<TABLE>
<CAPTION>
<S> <C> <C>
Item Heading
1. Cover Page Cover Page
2. Synopsis Fund Expenses
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Cover Page; Investment Objective and
Policies; Investment Limitations; General
Information
5. Management of the Fund Cover Page; Management; General Information
6. Capital Stock and Other Securities Cover Page; Net Asset Value; Purchase and
Redemption of Shares; Description of
Shares; Dividends and Distributions;
General Information
7. Purchase of Securities Being Offered Net Asset Value; Purchase and
Redemption of Shares; Management
8. Redemption or Repurchase Purchase and Redemption of Shares
9. Pending Legal Proceedings Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Part B
Item Heading
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History See Prospectus -- "Management";
General; Directors and Officers
13. Investment Objectives and Policies Fund Investments; Additional
Investment
Limitations; Portfolio Transactions
14. Management of the Fund See Prospectus -- "Management";
Directors and Officers; Miscellaneous
15. Control Persons and Principal Holders See Prospectus -- "Management";
of Securities Miscellaneous
16. Investment Advisory and Other Services Investment Advisory and Other
Service Arrangements; See
Prospectus -- "Management"
17. Brokerage Allocation and Other Practices Portfolio Transactions
18. Capital Stock and Other Securities See Prospectus -- "Description of
Shares" and "Management"; Additional
Information Concerning Shares
19. Purchase, Redemption and Pricing Purchase and Redemption Information;
of Securities Being Offered Net Asset Value; Additional Information
Concerning Shares
20. Tax Status Taxes
21. Underwriters Purchase and Redemption Information
22. Calculation of Performance Data Performance Information
23. Financial Statements Not Applicable
</TABLE>
<PAGE>
ST. CLAIR FUNDS, INC.
The purpose of this filing is to comply with an undertaking pursuant to
Item 32(b) of Form N-1A to file a post-effective amendment containing unaudited
financial statements within four to six months from the effective date of the
Registration Statement with respect to the Liquidity Plus Money Market Fund. The
Prospectus dated November 15, 1996 and the Statement of Additional Information,
also dated November 15, 1996, are incorporated into Part A and Part B,
respectively, by reference to Post-Effective Amendment No. 20 to the
Registration Statement filed under paragraph (b) of Rule 485 under the
Securities Act of 1933, as amended, on November 16, 1996.
The Prospectuses and Statement of Additional Information relating to
(i) the Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity Fund,
Munder S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund, Munder
Aggregate Bond Index Fund and (ii) Munder Institutional S&P 500 Index Equity
Fund, Munder Institutional S&P MidCap Index Equity Fund, Munder Institutional
SmallCap Index Equity Fund, Munder Institutional Short Term Treasury Fund and
Munder Institutional Money Market Fund are not included in this filing.
<PAGE>
St. Clair Funds, Inc.
Supplement Dated October 30, 1997
to Prospectus dated November 15, 1997
Financial Highlights
The following table of "Financial Highlights" relating to the Liquidity
Plus Money Market Fund supplements information contained in the Prospectus and
are derived from the Fund's unaudited Financial Statements dated September 30,
1997.
Liquidity Plus Money Market Fund
Financial Highlights, For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Period
Ended
9/30/97 (a)
(Unaudited)
Net asset value, beginning of period............................................ $ 1.00
-------
Income from investment operations:
Net investment income........................................................... 0.0137
--------
Total from investment operations................................................ 0.0137
--------
Less distributions:
Distributions from net investment income........................................ (0.0137)
--------
Total distributions............................................................. (0.0137)
-------
Net asset value, end of period.................................................. $ 1.00
========
Total return (b)................................................................ 1.39%
=========
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)............................................ $1,871
Ratio of operating expenses to average net assets............................... 0.95% (c)
Ratio of net investment income to average net assets............................ 4.21% (c)
Ratio of operating expenses to average net assets
without expenses reimbursed................................................. 2.71% (c)
- --------------------
(a) Liquidity Plus Money Market Fund commenced operations on June 4, 1997. (b)
Total return represents aggregate total return for the period indicated.
(c) Annualized.
</TABLE>
<PAGE>
St. Clair Funds, Inc.
Supplement Dated October 30, 1997
to Statement of Additional information dated November 15, 1996
The following unaudited Financial Statements dated September 30, 1997
relating to the Liquidity Plus Money Market Fund (the "Fund") supplements the
Funds' Statement of Additional Information dated November 15, 1996.
St. Clair Funds, Inc.
Liquidity Plus Money Market Fund
Portfolio of Investments, September 30, 1997 (Unaudited)
- --------------------------------------------------------------------------------
Principal
Amount
Value
- --------------------------------------------------------------------------------
U.S. TREASURY BILL - 74.2% (Cost $1,387,431)
$1,400,000 5.188% due 12/04/1997 $ 1,387,431
--------------
REPURCHASE AGREEMENTS - 24.9% (Cost $466,607)
371,607 Agreement with Lehman Brothers Inc., 6.00% dated
09/30/1997 to be repurchased at $371,669 on 10/01/1997,
collateralized by
$385,000 U.S. Treasury Bill, due 11/28/1997 (value $381,893) 371,607
95,000 Agreement with Morgan (J.P.) & Company, 6.00% dated 09/30/1997
to be repurchased at $95,016 on 10/01/1997, collateralized by
$67,000 U.S. Treasury Bond, 12.00%, due 08/15/2013 (value $97,485) 95,000
- ----------------
TOTAL REPURCHASE AGREEMENTS 466,607
---------------
TOTAL INVESTMENTS (Cost $1,854,038*) 99.1% 1,854,038
OTHER ASSETS AND LIABILITIES (Net) 0.9 16,882
------- ---------------
NET ASSETS 100.0% $ 1,870,920
===== =============
- ----------------
* Aggregate cost for Federal tax purposes.
<PAGE>
Liquidity Plus Money Market Fund
Statement of Assets and Liabilities, September 30, 1997 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments, at value (Cost $1,854,038) See accompanying schedule:
Securities............................................................... $ 1,387,431
Repurchase agreement..................................................... 466,607
----------------
Total investments............................................................... 1,854,038
Cash............................................................................ 68
Unamortized organization costs.................................................. 13,162
Receivable from investment advisor.............................................. 7,497
Prepaid expenses................................................................ 2,370
Interest receivable............................................................. 78
------------------
Total Assets................................................................ 1,877,213
--------------
LIABILITIES:
Custodian fees payable.......................................................... 1,076
Legal and audit fees payable.................................................... 1,034
Investment advisory fee payable................................................. 985
Distribution and shareholder servicing fees payable............................. 550
Administration fee payable...................................................... 175
Transfer agent fee payable...................................................... 37
Accrued Directors' fees and expenses............................................ 9
Accrued expenses and other payables............................................. 2,427
---------------
Total Liabilities........................................................... 6,293
---------------
NET ASSETS...................................................................... $ 1,870,920
=============
NET ASSET VALUE offering and redemption price per share
($1,870,920 / 1,870,920 shares of common stock outstanding)................. $ 1.00
===========
</TABLE>
<PAGE>
Liquidity Plus Money Market Fund
Statement of Operations, Period Ended September 30, 1997 (a) (Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Interest........................................................................ $ 21,972
---------
Total investment income..................................................... 21,972
-----------
EXPENSES:
Registration and filing fees.................................................... 2,415
Investment advisory fee......................................................... 1,490
Distribution and shareholder servicing fees..................................... 1,490
Custodian fees.................................................................. 1,302
Amortization of organizational costs............................................ 1,058
Legal and audit fees............................................................ 1,039
Administration fee.............................................................. 474
Transfer agent fee.............................................................. 89
Directors' fees and expenses.................................................... 13
Other........................................................................... 2,171
--------------
Total Expenses.............................................................. 11,541
Expenses reimbursed by investment advisor....................................... (7,497)
--------------
Net Expenses................................................................ 4,044
--------------
NET INVESTMENT INCOME........................................................... 17,928
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................ $ 17,928
=============
- --------------------
(a) Liquidity Plus Money Market Fund commenced operations on June 4, 1997.
<PAGE>
</TABLE>
Liquidity Plus Money Market Fund
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Period
Ended
9/30/97 (a)
(Unaudited)
Net investment income........................................................... $
-
17,928
Net increase in net assets resulting from operations............................ 17,928
Distributions to shareholders from net investment income........................ (17,928)
Net increase in net assets from Fund share transactions......................... 1,870,920
------------
Net increase in net assets...................................................... 1,870,920
NET ASSETS:
Beginning of period............................................................. 0
-----------------
End of period................................................................... $ 1,870,920
============
- --------------------
(a) Liquidity Plus Money Market Fund commenced operations on June 4, 1997.
<PAGE>
</TABLE>
Liquidity Plus Money Market Fund
Financial Highlights, For a Share Outstanding Throughout The Period
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Period
Ended
9/30/97 (a)
(Unaudited)
Net asset value, beginning of period............................................ $ 1.00
-------
Income from investment operations:
Net investment income........................................................... 0.0137
--------
Total from investment operations................................................ 0.0137
--------
Less distributions:
Distributions from net investment income........................................ (0.0137)
--------
Total distributions............................................................. (0.0137)
-------
Net asset value, end of period.................................................. $ 1.00
========
Total return (b)................................................................ 1.39%
=========
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)............................................ $1,871
Ratio of operating expenses to average net assets............................... 0.95% (c)
Ratio of net investment income to average net assets............................ 4.21% (c)
Ratio of operating expenses to average net assets
without expenses reimbursed................................................. 2.71% (c)
- --------------------
(a) Liquidity Plus Money Market Fund commenced operations on June 4, 1997. (b)
Total return represents aggregate total return for the period indicated.
(c) Annualized.
</TABLE>
<PAGE>
Liquidity Plus Money Market Fund
Notes To Financial Statements, September 30, 1997 (Unaudited)
1. Organization and Significant Accounting Policies
Liquidity Plus Money Market Fund (the "Fund") is a diversified portfolio of
St. Clair Funds, Inc. (the "Company") which is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end investment
company. The Company was organized as a Maryland corporation on May 23, 1984
under the name St. Clair Money Market Fund, Inc., which was changed to St. Clair
Fixed Income Fund, Inc. on December 30, 1986 and to St. Clair Funds, Inc. on
September 18, 1996. The Fund commenced operations on June 4, 1997.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements:
Security Valuation: Securities are valued on an amortized cost basis,
which approximates current market value. Under this method, securities are
valued initially at cost when purchased. Thereafter, a constant proportionate
amortization of any discount or premium is recorded until maturity of the
security. Regular review and monitoring of the valuation of securities held by
the Fund is performed pursuant to procedures established by the Board of
Directors. The Fund seeks to maintain a net asset value per share of $1.00.
Repurchase Agreements: The Fund may engage in repurchase agreement
transactions. Under the terms of a typical repurchase agreement, the Fund takes
possession of an underlying debt obligation subject to an obligation of the
seller to repurchase, and the Fund to resell, the obligation at an agreed-upon
price and time, thereby determining the yield during the Fund's holding period.
This arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. The value of the collateral is at
least equal, at all times, to the total amount of the repurchase obligations,
including interest. In the event of counterparty default, the Fund has the right
to use the collateral to satisfy the terms of the repurchase agreement. However,
there could be potential loss to the Fund in the event the Fund is delayed or
prevented from exercising its right to dispose of the collateral securities,
including the risk of a possible decline in the value of the collateral
securities during the period while the Fund seeks to assert its rights. The
Fund's Advisor, acting under the supervision of the Board of Directors, reviews
the value of the collateral and the creditworthiness of those banks and dealers
with which the Fund enters into repurchase agreements to evaluate potential
risks.
Security Transactions and Investment Income: Security transactions are
recorded on the trade date. The cost of investments sold is determined by use of
the specific identification method for both financial reporting and income tax
purposes. Interest income is recorded on the accrual basis.
Dividends and Distributions to Shareholders: Dividends from net investment
income are declared daily and paid monthly. Capital gains distributions, if any,
will be made at least annually. Distributions to shareholders are recorded on
the ex-dividend date.
Income dividends and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to differing
treatments of income and gains on various investment securities held by the
Fund, timing differences and differing characterization of distributions made by
the Fund as a whole.
Federal Income Taxes: The Fund intends to continue to qualify as a
regulated investment company by complying with the requirements of the Internal
Revenue Code of 1986, as amended, applicable to regulated investment companies
and to distribute substantially all of its earnings to its shareholders.
Therefore, no Federal income or excise tax provision is required.
2. Investment Advisor, Administrator, Custodian, Transfer Agent and Other
Related
Party Transactions
Munder Capital Management (the "Advisor"), an independent investment
management firm, serves as the Fund's investment advisor. For its advisory
services, the Advisor is entitled to receive a fee, computed daily and payable
monthly, at an annual rate of 0.35% of the value of its average daily net
assets.
The Advisor has reimbursed certain expenses, payable by the Fund, for the
period ended September 30, 1997, as reflected in the Statement of Operations.
First Data Investor Services Group, Inc. ("Investor Services Group") (the
"Administrator"), serves as the Fund's administrator and assists in all aspects
of its administration and operations. Investor Services Group also serves as the
Fund's transfer agent and dividend disbursing agent ("Transfer Agent").
As compensation for its services, the Administrator and Transfer Agent are
entitled to receive a fee, based on the aggregate average daily net assets of
the Fund and certain other investment portfolios that are advised by the Advisor
and for which Investor Services Group provides services, computed daily and
payable monthly, at an annual rate of 0.12% of the first $2.8 billion of net
assets, plus 0.105% of the next $2.2 billion of net assets, plus 0.10% of all
net assets in excess of $5 billion (with a $1.2 million minimum fee per annum in
the aggregate for all portfolios with respect to the Administrator); and 0.02%
of the first $2.8 billion of net assets, plus 0.015% of the next $2.2 billion of
net assets, plus 0.01% of net assets in excess of $5 billion with respect to the
Transfer Agent. The Transfer Agent and Administrator are also entitled to
reimbursement for out-of-pocket expenses. The Administrator has entered into a
Sub-Administration Agreement with Funds Distributor, Inc. ("FDI" or the
"Distributor") under which FDI provides certain administrative services with
respect to the Fund. The Administrator pays FDI a fee for these services out of
its own resources at no additional cost to the Fund.
Comerica Bank ("Comerica") provides custodial services to the Fund. As
compensation for its services, Comerica is entitled to receive fees, based on
the aggregate average daily net assets of the Fund and certain other investment
portfolios advised by the Advisor for which Comerica provides services, computed
daily and payable monthly at an annual rate of 0.03% of the first $100 million
of average daily net assets, plus 0.02% of the next $500 million of net assets,
and 0.01% of net assets in excess of $600 million. Comerica also receives
certain transaction based fees.
Each Director of the Company is paid an aggregate fee, consisting of a
$20,000 annual retainer, for services in such capacity plus $1,500 for each
meeting attended per year, plus out-of-pocket expenses incurred as a Board
member for services provided as a Board member of the Company, The Munder Funds
Trust, The Munder Funds, Inc., and Munder Framlington Funds Trust. The Trustees
or Directors are also reimbursed for any expenses incurred by them in connection
with their duties as Trustees or Directors. No officer, director or employee of
the Advisor, Comerica, FDI or Investor Services Group currently receives any
compensation from the Company.
3. Distribution and Service Plan
The Fund has adopted a Distribution and Service Plan (the "Plan") pursuant
to Rule 12b-1, adopted by the Securities and Exchange Commission under the 1940
Act. Under the Plan, the Distributor is paid a service fee at an annual rate of
0.25% of the value of the average daily net assets of the Fund. The Distributor
uses the service fees primarily to pay ongoing trail commissions to securities
dealers and other financial institutions and organizations (collectively, the
Service Organization") who provide shareholder services for the Fund. The Plan
also permits payments to be made by the Fund to the Distributor for expenditures
incurred by the Distributor in connection with the distribution of Fund shares
to investors and provision of certain shareholder services (which include but
are not limited to the payment of compensation, including compensation to
Service Organizations to obtain various distribution related services for the
Fund). The Distributor is also paid a distribution fee at an annual rate of
0.10% of the value of the average daily net assets of the Fund.
4. Common Stock
At September 30,1997, two billion shares of $.001 par value common stock
were authorized for the Fund.
Since the Fund has sold, issued as reinvestment of dividends and redeemed
shares only at a constant net asset value of $1.00 per share, the number of
shares represented by such sales, reinvestments, and redemptions is the same as
the amounts shown below for such transactions.
Changes in common stock for the Fund were as follows:
<TABLE>
<CAPTION>
<S> <C>
Period Ended
9/30/97
Amount
Sold $
3,246,207
Issued as reinvestment of dividends 17,927
Redeemed (1,393,214)
------------
Net increase $ 1,870,920
============
5. Organizational Costs
Expenses incurred in connection with the organization of the Fund,
including the fees and expenses of registering and qualifying its shares for
distribution under Federal securities regulations, are being amortized on a
straight-line basis over a period of 5 years from commencement of operations.
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------------
(a) Financial Statements
Included in Part A:
Unaudited Financial Highlights for Liquidity Plus Money
Market Fund for the period from commencement of operations
to September 30, 1997 are filed herein.
Included in Part B:
The following unaudited Financial Statements for Liquidity
Plus Money Market Fund for the period from commencement of
operations to September 30, 1997 are filed herein:
Portfolios of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
(b) Exhibits:
(1) (a) Articles of Incorporation dated May 22, 1984 are
incorporated herein by reference to Post-Effective Amendment
No. 20 to Registrant's Registration Statement on Form N-1A
filed with the Commission on November 15, 1996.
(b) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by
reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form
N-1A filed with the Commission on November 15, 1996.
(c) Articles of Amendment to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(d) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(e) Certificate of Correction is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on November 15, 1996.
(f) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(g) Certificate of Correction is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on November 15, 1996.
(h) Articles of Amendment to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(i) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(j) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A filed with the Commission on April 18,
1997.
(k) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A filed with the Commission on April 18,
1997 relating to Munder S&P 500 Index Equity Fund, Munder S&P
MidCap Index Equity Fund, Munder S&P SmallCap Index Equity
Fund, Munder Foreign Equity Fund and Munder Aggregate Bond
Index Fund.
(l) Certificate of Correction relating to the Liquidity Plus Money
Market Fund is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A filed with the Commission on April 18,
1997.
(m) Articles Supplementary to Registrant's Articles of
Incorporation relating to Munder Institutional S&P 500 Index
Equity Fund, Munder Institutional S&P MidCap Index Equity
Fund, Munder Institutional S&P SmallCap Index Equity Fund,
Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is incorporated herein by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on July 23, 1997.
(2) (a) By-Laws as amended, restated and adopted by Registrant's
Board of Directors on March 2, 1990 are incorporated herein by
reference to Exhibit 2(a) of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A, filed on
November 29, 1990.
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Form of Investment Advisory Agreement between Registrant
and Munder Capital Management with respect to the Liquidity
Plus Money Market Fund is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(b) Form of Investment Advisory Agreement between Registrant and
Munder Capital Management with respect to Munder S&P 500 Index
Equity Fund, Munder S&P MidCap Index Equity Fund, Munder S&P
SmallCap Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on April 18, 1997.
(c) Form of Investment Advisory Agreement between Registrant
and Munder Capital Management with respect to Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional
S&P MidCap Index Equity Fund, Munder Institutional S&P
SmallCap Index Equity Fund, Munder Institutional Short Term
Treasury Fund and Munder Institutional Money Market Fund is
incorporated herein by reference to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A
filed with the Commission on July 23, 1997.
(6) (a) Form of Distribution Agreement between Registrant and
Funds Distributor Inc., with respect to the Liquidity Plus
Money Market Fund is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(b) Form of Distribution Agreement between Registrant and Longrow
Securities Inc., with respect to Munder S&P 500 Index Equity
Fund, Munder S&P MidCap Index Equity Fund, Munder S&P SmallCap
Index Equity Fund, Munder Foreign Equity Fund and Munder
Aggregate Bond Index Fund is incorporated herein by reference
to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on April 18, 1997.
(c) Form of Distribution Agreement between Registrant and Funds
Distributor, Inc. with respect to
Munder Institutional S&P 500 Index Equity Fund, Munder
Institutional S&P MidCap Index Equity
Fund, Munder Institutional S&P SmallCap Index Equity Fund,
Munder Institutional Short Term
Treasury Fund and Munder Institutional Money Market Fund is
incorporated herein by reference to
Post-Effective Amendment No. 24 to Registrant's Registration
Statement on Form N-1A filed with
the Commission on July 23, 1997.
(7) Not Applicable.
(8) (a) Form of Custody Agreement between Registrant and Comerica
Bank with respect to Liquidity Plus Money Market Fund, Munder
S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity
Fund, Munder S&P SmallCap Index Equity Fund, Munder Foreign
Equity Fund and Munder Aggregate Bond Index Fund is
incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A
filed with the Commission on April 18, 1997.
(b) Form of Amendment to Custody Agreement between Registrant
and Comerica Bank is incorporated herein by
reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form
N-1A filed with the Commission on July 23, 1997.
(c) Form of Notice to Custody Agreement between Registrant and
Comerica Bank with respect to the addition of Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional
S&P MidCap Index Equity Fund, Munder Institutional S&P
SmallCap Index Equity Fund, Munder Institutional Short Term
Treasury Fund and Munder Institutional Money Market is
incorporated herein by reference to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A
filed with the Commission on July 23, 1997.
(9) (a) Administration Agreement between Registrant and The
Shareholder Services Group, Inc. is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on November 15, 1996.
(b) Form of Notice to Administration Agreement with respect to the
Liquidity Plus Money Market Fund is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on November 15, 1996.
(c) Form of Amended and Restated Administration Agreement between
Registrant and First Data Investor Services Group, Inc. with
respect to Liquidity Plus Money Market Fund, Munder S&P 500
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder
S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on April 18, 1997.
(d) Form of Amendment to Amended and Restated Administration
Agreement between Registrant and First Data Investor Services
Group, Inc is incorporated herein by reference to
Post-Effective Amendment No. 24 to Registrant's Registration
Statement on Form N-1A filed with the Commission on July 23,
1997.
(e) Form of Notice to Administration Agreement between Registrant
and First Data Investor Services Group, Inc. with respect to
the addition of Munder Institutional S&P 500 Index Equity
Fund, Munder Institutional S&P MidCap Index Equity Fund,
Munder Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is incorporated herein by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on July 23, 1997.
(f) Form of Notice to Sub-Administration Agreement between
Registrant and FDI Distribution Services, Inc. with respect to
the addition of Munder Institutional S&P 500 Index Equity
Fund, Munder Institutional S&P MidCap Index Equity Fund,
Munder Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder
Institutional Money Market is incorporated herein by reference
to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on July 23, 1997.
(g) Form of Transfer Agency and Registrar Agreement between
Registrant and First Data Investor Services Group, Inc. with
respect to Liquidity Plus Money Market Fund, Munder S&P 500
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder
S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on April 18, 1997.
(h) Form of Amendment to Transfer Agency and Registrar
Agreement between Registrant and First Data Investor Services
Group, Inc is incorporated herein by reference to
Post-Effective Amendment No. 24 to Registrant's Registration
Statement on Form N-1A filed with the Commission on July 23,
1997.
(i) Form of Notice to Transfer Agency and Registrar Agreement with
respect to the addition of Munder Institutional S&P 500 Index
Equity Fund, Munder Institutional S&P MidCap Index Equity
Fund, Munder Institutional S&P SmallCap Index Equity Fund,
Munder Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is incorporated herein by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on July 23, 1997.
(j) Form of Participation Agreement between Registrant,
Zurich-Kemper and Longrow Securities Inc., with respect to
Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index
Equity Fund, Munder S&P SmallCap Index Equity Fund, Munder
Foreign Equity Fund and Munder Aggregate Bond Index Fund is
incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A
filed with the Commission on April 18, 1997.
(k) Form of Shareholder Servicing Plan with respect to Munder S&P
500 Index Equity Fund, Munder S&P MidCap Index Equity Fund,
Munder S&P SmallCap Index Equity Fund, Munder Foreign Equity
Fund and Munder Aggregate Bond Index Fund is incorporated
herein by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on April 18, 1997.
(10)(a) Opinion and consent of counsel for Liquidity Plus Money Market
Fund is incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on
Form N-1A filed with the Commission on November 15, 1996.
(b) Opinion and consent of counsel with respect to Munder S&P
Index Equity Fund, Munder S&P MidCap Index Equity Fund, Munder
S&P SmallCap Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund is incorporated herein by
reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on April 18, 1997.
(c) Opinion and consent of counsel with respect to Munder
Institutional S&P 500 Index Equity Fund, Munder Institutional
S&P MidCap Index Equity Fund, Munder Institutional S&P
SmallCap Index Equity Fund, Munder Institutional Short Term
Treasury Fund and Munder Institutional Money Market is
incorporated herein by reference to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A
filed with the Commission on July 23, 1997.
(11)(a) Powers of Attorney are incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A filed with the Commission on April 18,
1997.
(b) Certified Resolution of Board authorizing signature on behalf
of Registrant pursuant to power of attorney is incorporated
herein by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on May 9, 1997.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Form of Service and Distribution Plan of the Liquidity Plus
Money Market Fund is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A filed with the Commission on November
15, 1996.
(16)(a) Schedules for computation of annualized and effective yields
of the Liquidity Plus Money Market Fund is incorporated herein
by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed with
the Commission on November 15, 1996.
(b) Schedules for computation of annualized and effective yields
with respect to Munder S&P 500 Index Equity Fund, Munder S&P
MidCap Index Equity Fund, Munder S&P SmallCap Index Equity
Fund, Munder Foreign Equity Fund and Munder Aggregate Bond
Index Fund is incorporated herein by reference to
Post-Effective Amendment No. 21 to Registrant's Registration
Statement on Form N-1A filed with the Commission on February
3, 1997.
(c) Schedules for computation of total return and yield with
respect to Munder Institutional S&P 500 Index Equity Fund,
Munder Institutional S&P MidCap Index Equity Fund, Munder
Institutional S&P SmallCap Index Equity Fund, Munder
Institutional Short Term Treasury Fund and Munder
Institutional Money Market Fund is incorporated herein by
reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A filed with the Commission
on July 23, 1997.
(17) Financial Data Schedule for Liquidity Plus Money Market Fund
is filed herein.
(18) Not Applicable.
Item 25. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------
Not Applicable.
Item 26. Number of Holders of Securities
--------------------------------------
As of October 30, 1997, the number of shareholders of
record for the Munder Institutional S&P 500 Index
Equity Fund, Munder Institutional S&P MidCap Index
Equity Fund, Munder Institutional S&P SmallCap Index
Equity Fund, Munder Institutional Short Term Treasury
Fund and Munder Institutinal Money Market Fund was 2,
1, 2, 1 and 1.
As of October 30, 1997, the number of shareholders of
record for Liquidity Plus Money Market Fund was 2.
As of October 30, 1997, there was no sharholders of
record for Munder S&P 500 Index Equity Fund, Munder
S&P MidCap Index Equity Fund, Munder S&P SmallCap
Index Equity Fund, Munder Foreign Equity Fund and
Munder Aggregate Bond Index Fund
Item 27. Indemnification
-------------------
Article VII, Section 3 of the Registrant's Articles
of Incorporation ("Section 3") provides that the
Registrant, including its successors and assigns,
shall indemnify its directors and officers and make
advance payment of related expenses to the fullest
extent permitted, and in accordance with the
procedures required, by the General Laws of the State
of Maryland and the Investment Company Act of 1940.
Such indemnification shall be in addition to any
other right or claim to which any director, officer,
employee or agent may otherwise be entitled. In
addition, Article VI, Section 2 of the Registrant's
By-laws provides that any person who was or is a
party or is threatened to be made a party in any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such
person is a current or former director or officer of
the Corporation, is or was serving while a director
or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, enterprise or
employee benefit plan, shall be indemnified by the
Corporation against judgments, penalties, fines,
excise taxes, settlements and reasonable expenses
(including attorney's fees) actually incurred by such
person in connection with such action, suit or
proceeding to the full extent permissible under
General Laws of the State of Maryland and the
Investment Company Act of 1940, as such statutes are
now or hereafter in force, except that such indemnity
shall not protect any such person against any
liability to the Corporation or any stockholder
thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office.
The indemnification provided by this Section 2 shall
not be deemed exclusive of any other right, in
respect of indemnification or otherwise, to which
those seeking such indemnification may be entitled
under any issuance or other agreement, vote of
shareholders or disinterested directors or otherwise,
both as to action by a director or officer of the
Corporation in his official capacity and as to action
by such person in another capacity while holding such
office or position, and shall continue as to a person
who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and
administrators of such a person.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling
persons of the Registrant by the Registrant pursuant
to the Fund's Articles of Incorporation, its By-Laws
or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission,
such indemnification is against public policy as
expressed in the Act and, therefore, is
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 directors, officers or controlling persons of
the Registrant in connection with the successful
defense of any act, suit or proceeding) is asserted
by such directors, officers or controlling persons in
connection with shares being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issues.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------------
Munder Capital Management
<TABLE>
<CAPTION>
<S> <C>
Position
Name with Adviser
Old MCM, Inc. Partner
Munder Group LLC Partner
WAM Holdings, Inc. Partner
Woodbridge Capital Management, Inc. Partner
Lee P. Munder President and Chief
Executive Officer
Leonard J. Barr, II Senior Vice President and
Director of Research
Ann J. Conrad Vice President and Director of Special
Equity Products
Clark Durant Vice President and Co-Director of The
Private Management Group
Terry H. Gardner Vice President and Chief Financial Officer
Elyse G. Essick Vice President and Director of Client
Services
Sharon E. Fayolle Vice President and Director of Money Market Trading
Otto G. Hinzmann Vice President and Director of Equity Portfolio
Management
Anne K. Kennedy Vice President and Director of Corporate Bond
Trading
Richard R. Mullaney Vice President and Director of The Private
Management Group
Ann F. Putallaz Vice President and Director of Fiduciary
Services
Peter G. Root Vice President and Director of Government
Securities Trading
Lisa A. Rosen General Counsel and Director of Mutual
Fund Operations
James C. Robinson Executive Vice President and Chief Investment
Officer/Fixed Income
Gerald L. Seizert Executive Vice President and Chief Investment
Officer/Equity
Paul D. Tobias Executive Vice President and Chief
Operating Officer
</TABLE>
For further information relating to the Investment Adviser's officers,
reference is made to Form ADV filed under the Investment Advisers Act of 1940 by
Munder Capital Management. SEC File No. 801-32415.
<PAGE>
Item 29. Principal Underwriters.
---------------------------
(a) Funds Distributor, Inc. ("FDI"), located at 60 State Street,
Boston, Massachusetts 02109, is the principal underwriter of
the Funds. FDI is an indirectly wholly-owned subsidiary of
Boston Institutional Group, Inc. a holding company, all of
whose outstanding shares are owned by key employees. FDI is a
broker dealer registered under the Securities Exchange Act of
1934, as amended. FDI acts as principal underwriter of the
following investment companies other than the Registrant:
<TABLE>
<CAPTION>
<S> <C>
Harris Insight Funds Trust RCM Capital Funds, Inc.
The Munder Funds Trust Monetta Fund, Inc.
St. Clair Funds, Inc. Monetta Trust
The Munder Framlington Funds Trust Burridge Funds
BJB Investment Funds The JPM Series Trust
The PanAgora Institutional Funds The JPM Series Trust II
RCM Equity Funds, Inc. HT Insight Funds, Inc.
Waterhouse Investors Cash Management Fund, Inc. d/b/a Harris Insight Funds
The JPM Pierpont Funds The Brinson Funds
The JPM Institutional Funds WEBS Index Fund, Inc.
The Skyline Funds The Montgomery Funds
Orbitex Group of Funds The Montgomery Funds II
</FN>
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Director, President and Chief Executive Officer - Marie E. Connolly
Executive Vice President - Richard W. Ingram
Executive Vice President - Donald R. Roberson
Senior Vice President - Michael S. Petrucelli
Director, Senior Vice President, Treasurer and - Joseph F. Tower, III
Chief Financial Officer
Senior Vice President - Paula R. David
Senior Vice President - Bernard A. Whalen
Director - William J. Nutt
</TABLE>
(c) Not Applicable
Item 30. Location of Accounts and Records
-----------------------------------------
The account books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of
the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of:
(1) Munder Capital Management, 480 Pierce Street
or 255 East Brown Street, Birmingham,
Michigan 48009 (records relating to its
function as investment advisor)
(2) First Data Investor Services Group, Inc., 53
State Street, Exchange Place, Boston,
Massachusetts or 4400 Computer Drive,
Westborough, Massachusetts 01581 (records
relating to its functions as Administrator
and Transfer Agent)
(3) Funds Distributor, Inc., 60 State Street,
Boston, Massachusetts 02109 (records
relating to its function as distributor)
(4) Comerica Bank, 1 Detroit Center, 500
Woodward Avenue, Detroit, Michigan 48226
(records relating to its function as
custodian)
(5) Dechert Price & Rhoads, 1500 K Street, N.W.,
Washington, D.C. 20005 (records relating to
its function as fund counsel)
Item 31. Management Services
--------------------------
None.
Item 32. Undertakings
----------------
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered a copy of the
Registrant's most recent annual report to
shareholders, upon request without charge.
(d) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the
question of removal of a director or directors of
Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding
shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that this Post-Effective Amendment No. 25 meets the requirements for
effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended,
and the Registrant has duly caused this Post-Effective Amendment No. 25 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts, on the 31st day of October,
1997.
ST. CLAIR FUNDS, INC.
By: *
Lee P. Munder
* By: /s/ Teresa M.R. Hamlin
Teresa M.R. Hamlin
as Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
* President and Chief October 31, 1997
------------------------------
Lee P. Munder Executive Officer
* Director October 31, 1997
------------------------------
Charles W. Elliott
* Director October 31, 1997
------------------------------
Joseph E. Champagne
* Director October 31, 1997
------------------------------
Thomas B. Bender
* Director October 31, 1997
------------------------------
Thomas D. Eckert
* Director October 31, 1997
------------------------------
John Rakolta, Jr.
* Director October 31, 1997
------------------------------
David J. Brophy
* Vice President, October 31, 1997
------------------------------
Terry H. Gardner Treasurer and
Chief Financial Officer
</TABLE>
*By: /s/ Teresa M.R. Hamlin
Teresa M.R. Hamlin
as Attorney-in-Fact
* The Powers of Attorney are incorporated herein by reference to
Post-Effective Amendment No. 22 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on April 18, 1997.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
17 Financial Data Schedule for Liquidity Plus
Money Market Fund
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>
<NAME> St. Clair Liquidity Plus
<S> <C>
<PERIOD-TYPE>
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 1,854,038
<INVESTMENTS-AT-VALUE> 1,854,038
<RECEIVABLES> 7,575
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 15,600
<TOTAL-ASSETS> 1,877,213
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,293
<TOTAL-LIABILITIES> 6,293
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,870,920
<SHARES-COMMON-STOCK> 1,870,920
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,870,920
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,972
<OTHER-INCOME> 0
<EXPENSES-NET> 4,044
<NET-INVESTMENT-INCOME> 17,928
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 17,928
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (17,928)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,246,207
<NUMBER-OF-SHARES-REDEEMED> (1,393,214)
<SHARES-REINVESTED> 17,927
<NET-CHANGE-IN-ASSETS> 1,870,920
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,490
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,541
<AVERAGE-NET-ASSETS> 1,316,863
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.01)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
