<PAGE> 1
As filed with the Securities and Exchange Commission on December 21, 1995
File No. 33-500
File No. 811-4418
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M N-1A
Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 18 X
---
and
Registration Statement Under the Investment Company Act of 1940
Amendment No. 20 X
---
------------
CALIFORNIA INVESTMENT TRUST II
(Exact Name of Registrant as Specified in Charter)
44 Montgomery Street, Suite 2100, San Francisco, California 94104
(Address of Principal Executive Office)
Registrant's Telephone Number: (415) 398-2727
RICHARD F. SHELTON
44 Montgomery Street, Suite 2100, San Francisco, California 94104
(Name and Address of Agent for Service)
------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485(b)
---
X on December 31, 1995 pursuant to Rule 485(b)
---
60 days after filing pursuant to Rule 485(a)(1)
---
75 days after filing pursuant to Rule 485(a)(2)
---
on pursuant to Rule 485(a)
--- -------------
------------
Total Number of pages . Exhibit Index Appears at .
----- -----
<PAGE> 2
CALIFORNIA INVESTMENT TRUST II
U.S. GOVERNMENT SECURITIES FUND
THE UNITED STATES TREASURY TRUST
S&P 500 INDEX FUND
S&P MIDCAP INDEX FUND
CROSS REFERENCE SHEET
FORM N-1A
<TABLE>
<CAPTION>
N-1A Location in
Item No. Item Registration Statement
- -------- ---- ----------------------
Part A: Information Required in Prospectus
-------------------------------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis "Fees and Expenses of the Funds"
3. Condensed Financial "Financial Highlights," "Cumulative Dividend
Information Reinvestment Performance," "Discussion of the
Bond Funds' Performances," "Discussion of the
Index Funds' Performances"
4. General Description "What is California Investment Trust Fund
of Registrant Group?," "What are the Investment Objectives
and Policies of our Government Fund?," "What
are the Investment Objectives and Policies of
our Treasury Trust?," "What are the Investment
Objectives and Policies of our Index Funds?,"
"Miscellaneous Information"
5. Management of the Fund "About Our Management," back page of
Prospectus, "Miscellaneous Information," "What
are the Investment Objectives and Policies of
Our Government Fund?," "What Are the Investment
Objectives and Policies of our Treasury
Trust?," "What are the Investment Objectives
and Policies of our Index Funds?," "Portfolio
Transactions"
</TABLE>
iii
<PAGE> 3
<TABLE>
<S> <C> <C>
5A. Management Discussion and "Discussion of the Bond Funds' Performances,"
Analysis "Discussion of the Index Funds' Performances"
6. Capital Stock and Other Cover Page, "U.S. Government Securities Fund,"
Securities "The United States Treasury Trust," "The S&P
500 Index Fund" and The S&P MidCap Index Fund,"
"What Are the Investment Objectives and
Policies of our Government Fund?--General
Policies," "What are the Investment Objectives
and Policies of our Index Funds?--Investment
Limitations," "What Are the Investment
Objectives and Policies of our Treasury Trust?-
-General Policies," "How Are Distributions and
Taxes Handled?," "Opening an Account,"
"Miscellaneous Information"
7. Purchase of Securities Being "How to Buy Shares," "Shareholder Services,"
Offered "Administrative Information"
8. Redemption or Repurchase "How To Redeem Shares"
9. Pending Legal Proceedings Not Applicable
</TABLE>
iv
<PAGE> 4
Part B: Information Required in
Statement of Additional Information
-----------------------------------
<TABLE>
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents "Contents"
12. General Information and "About the California Investment Trust Fund
History Group," "Miscellaneous Information"
13. Investment Objective and "Investment Objectives and Policies of the
Policies Government Fund and Treasury Trust,"
"Investment Objectives and Policies of the
Index Funds," "Description of Investment
Securities and Portfolio Techniques,"
"Investment Restrictions," "Appendix"
14. Management of the Registrant "Trustees and Officers," "Investment Management
and Other Services"
15. Control Persons and Principal "Trustees and Officers," "Miscellaneous
Holders of Securities Information"
16. Investment Advisory and Other "Investment Management and Other Services"
Services
17. Brokerage Allocation "The Trusts' Policies Regarding Broker-Dealers
Used for Portfolio Transactions"
18. Capital Stock and Other "About the California Investment Trust Fund
Securities Group," "Miscellaneous Information"
19. Purchase, Redemptions and "Additional Information Regarding Purchases and
Pricing of Securities Being Redemptions of Fund Shares"
Offered
20. Tax Status "Taxation," "Miscellaneous Information"
21. Underwriters "Investment Management and Other Services --
Principal Underwriter"
22. Calculation of Performance "Yield Disclosure and Performance Information"
Data
23. Financial Statements "Financial Statements"
</TABLE>
v
<PAGE> 5
CALIFORNIA INVESTMENT TRUST II
FORM N-1A
------------------------------
PART A
PROSPECTUS
U.S. GOVERNMENT SECURITIES FUND
THE UNITED STATES TREASURY TRUST
S&P 500 INDEX FUND
S&P MIDCAP INDEX FUND
------------------------------
<PAGE> 6
[LOGO]:
CALIFORNIA
INVESTMENT TRUST
FUND GROUP
NO LOAD FUNDS
--------------------------------------------------------------
-- CALIFORNIA TAX-FREE INCOME FUND
-- CALIFORNIA INSURED INTERMEDIATE FUND
-- CALIFORNIA TAX-FREE MONEY MARKET FUND
-- U.S. GOVERNMENT SECURITIES FUND
-- THE UNITED STATES TREASURY TRUST
-- S & P 500 INDEX FUND
-- S & P MIDCAP INDEX FUND
1 (800) 225-8778
<PAGE> 7
[LOGO]
Dear Investor:
Thank you for considering the California Investment Trust Fund Group.
This package contains everything you need to start investing.
Our Funds offer investors no-load, low expense ratio mutual funds. In
our opinion, all other things being equal, low cost no-load funds will provide
investment results that are better than funds having sales commissions,
redemption fees and higher expenses. Please note, there is no minimum amount
required to open a retirement plan account with us.
Please take time to examine the material about our Funds. If you have
any questions please call us at 1(800) 225-8778.
We look forward to helping you invest successfully.
Sincerely,
[SIGNATURE]
Richard F. Shelton
President
44 Montgomery Street, Suite 2100 San Francisco, California 94104
- -------------------------------------------------------------------------------
(415) 398-2727 Fax (415) 421-2019
[LOGO]
<PAGE> 8
Prospectus
January 1, 1996
CALIFORNIA INVESTMENT TRUST FUND GROUP
44 MONTGOMERY STREET, SUITE 2100
SAN FRANCISCO, CALIFORNIA 94104
FOR INFORMATION CALL: 415-398-2727
FOR SHAREHOLDER SERVICING CALL: 800-225-8778
OR FAX: 415-421-2019
The following seven mutual funds (individually, a "Fund" and collectively, the
"Funds") are offered in this Prospectus:
- -- CALIFORNIA TAX-FREE INCOME FUND
- -- CALIFORNIA INSURED INTERMEDIATE FUND
- -- CALIFORNIA TAX-FREE MONEY MARKET FUND
- -- U.S. GOVERNMENT SECURITIES FUND
- -- THE UNITED STATES TREASURY TRUST
- -- S&P 500 INDEX FUND
- -- S&P MIDCAP INDEX FUND
Our Funds have no sales charges, redemption fees, dividend reinvestment charges
or 12b-1 fees.
Each Fund has its own investment objectives and policies. As is the case for all
mutual funds, attainment of each Fund's investment objective cannot be assured.
This Prospectus is designed to provide you with basic information before
investing. You should read and retain this document for future reference. A
Statement of Additional Information about the Funds, which are part of
California Investment Trust and California Investment Trust II, dated January 1,
1996, as may be revised from time to time, has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. A copy is
available without charge from the Funds by calling 1-800-225-8778.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT.
THE SHARE PRICES OF THE FUNDS, OTHER THAN THE CALIFORNIA TAX-FREE MONEY MARKET
FUND AND THE UNITED STATES TREASURY TRUST, VARY OVER TIME AS INTEREST RATES AND
THE VALUE OF THEIR SECURITIES VARY. THE CALIFORNIA TAX-FREE MONEY MARKET FUND
AND THE UNITED STATES TREASURY TRUST ATTEMPT TO MAINTAIN A CONSTANT NET ASSET
VALUE OF $1.00 PER SHARE. THERE CAN BE NO ASSURANCE THAT THE CALIFORNIA TAX-FREE
MONEY MARKET FUND OR THE UNITED STATES TREASURY TRUST WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 9
CALIFORNIA INVESTMENT TRUST FUND GROUP
The investment objectives and policies of each Fund are described below:
THE TAX-FREE FUNDS:
CALIFORNIA TAX-FREE INCOME FUND ("Income Fund") seeks as high a level of income
exempt from federal and California personal income taxes as is consistent with
prudent investment management and safety of capital. This Fund will usually
invest in intermediate and long-term municipal bonds and will invest only in
securities in the four highest rating categories.
CALIFORNIA INSURED INTERMEDIATE FUND ("Insured Fund") seeks as high a level of
income exempt from federal and California income taxes as is consistent with
prudent investment management and safety of capital. This Fund invests primarily
in intermediate and long-term municipal securities that are covered by insurance
guaranteeing the timely payment of principal and interest and will invest only
in securities in the two highest rating categories. Previously called:
California Insured Tax-Free Income Fund.
CALIFORNIA TAX-FREE MONEY MARKET FUND ("Money Fund") has the objectives of
capital preservation, liquidity, and the highest achievable current income
exempt from both federal and California personal income taxes consistent with
safety. This Fund invests in short-term securities rated in the two highest
rating categories.
THE INDEX FUNDS:
S&P MIDCAP INDEX FUND (the "MidCap Fund") is a diversified mutual fund that
seeks to provide investment results that correspond to the total return of
publicly traded common stocks of medium-size domestic companies, as represented
by the Standard & Poor's MidCap 400 Index.
S&P 500 INDEX FUND (the "500 Fund") is a diversified mutual fund that seeks to
provide investment results that correspond to the total return of common stocks
publicly traded in the United States, as represented by the Standard & Poor's
500 Composite Stock Price Index.
THE 500 FUND AND THE MIDCAP FUND (the "Index Funds") are both designed as
long-term investments. Short-term trading in shares of the Index Funds, which
could adversely impact the Index Funds and their other shareholders, is
discouraged.
THE GOVERNMENT FUND:
U.S. GOVERNMENT SECURITIES FUND ("Government Fund") seeks safety from credit
risk, liquidity, and as high a level of income as is consistent with these
objectives by investment in full faith and credit obligations of the U.S.
Government and its agencies or instrumentalities, primarily GNMA Certificates. A
portion of its income may be exempt from California and other states' personal
income taxes.
THE TREASURY TRUST:
THE UNITED STATES TREASURY TRUST ("Treasury Trust") seeks preservation of
capital, safety, liquidity, and, consistent with these objectives, the highest
attainable current income exempt from state income taxes. The Treasury Trust
will invest its assets only in short-term U.S. Treasury securities and its
income will be exempt from California (and most other states') personal income
taxes.
2
<PAGE> 10
CALIFORNIA INVESTMENT TRUST FUND GROUP(TM)
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FEES AND EXPENSES OF THE FUNDS...................................... 4
FINANCIAL HIGHLIGHTS................................................ 5
COMPARISON OF FUND EXPENSES......................................... 10
DISCUSSION OF BOND FUNDS' PERFORMANCES.............................. 10
DISCUSSION OF INDEX FUNDS' PERFORMANCES............................. 13
WHAT IS CALIFORNIA INVESTMENT TRUST FUND GROUP?..................... 15
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES
OF OUR TAX-FREE FUNDS?............................................ 16
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES
OF OUR GOVERNMENT FUND?........................................... 24
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES
OF OUR TREASURY TRUST?............................................ 26
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES
OF OUR INDEX FUNDS?............................................... 26
PORTFOLIO TRANSACTIONS.............................................. 34
HOW ARE DIVIDENDS, DISTRIBUTIONS AND TAXES HANDLED?................. 35
ABOUT OUR MANAGEMENT................................................ 40
OPENING AN ACCOUNT.................................................. 42
HOW TO BUY SHARES................................................... 43
SHAREHOLDER SERVICES................................................ 45
ADMINISTRATIVE INFORMATION.......................................... 48
MISCELLANEOUS INFORMATION........................................... 55
GLOSSARY............................................................ 56
</TABLE>
3
<PAGE> 11
FEES AND EXPENSES OF THE FUNDS
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in each Fund:
<TABLE>
<CAPTION>
California The
Tax-Free California California U.S. United S&P S&P
Money Tax-Free Insured Government States 500 MidCap
Shareholder Transaction Market Income Intermediate Securities Treasury Index Index
Expenses Fund Fund Fund Fund Trust Fund Fund
- --------------------------- ---------- ---------- ------------ ---------- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales Charge imposed on
Purchases................. None None None None None None None
Sales Charge imposed on
Reinvested Dividends...... None None None None None None None
Deferred Sales Charge...... None None None None None None None
Redemption Fees+........... None None None None None None None
Exchange Fees.............. None None None None None None None
Estimated Annual Fund
Operating Expenses
(as a percentage of average
net assets)
Management Fees*........... 0.27% 0.47% 0.33% 0.43% 0.23% 0.0% 0.07%
12b-1 Fees................. None None None None None None None
Other Expenses............. 0.13% 0.15% 0.23% 0.22% 0.17% 0.20% 0.33%
Total Fund Operating
Expenses
(after fee reduction)*.... 0.40% 0.62% 0.55% 0.65% 0.40% 0.20% 0.40%
========== ========== ============= ============ ========= ====== ========
Annual Account Maintenance
Fee (per account)......... $10 $10
</TABLE>
- ---------------
+ A $7.50 fee is charged for redemptions made by wire.
* The management fee represents the net amount expected to be received by the
Manager from each Fund after fee waivers and reimbursement during the fiscal
year ended August 31, 1996. The expense information for the Funds has been
restated to reflect management fees and estimated operating expenses after
planned fee waivers and expense reimbursements by the Manager to the Funds.
For the fiscal year ending August 31, 1995, the total fund operating expenses
for the Money Fund, the Income Fund, the Insured Fund, the Government Fund,
the Treasury Trust, the 500 Fund, and the MidCap Fund as a percentage of their
average net assets after reimbursements, were 0.40%, 0.62%, 0.60%, 0.64%,
0.50%, 0.20% and 0.40% respectively. If no waivers or reimbursements had been
made, the total fund operating expenses for the Funds during that period would
have been 0.66%, 0.62%, 0.76%, 0.75%, 0.72%, 1.04%, and 0.80%, respectively.
EXAMPLE OF FUND EXPENSES
Let's say that a Fund's annual return is 5% and that its operating expenses are
as described. For every $1,000 invested, here's how much you would pay in total
expenses if you closed your account after the number of years indicated:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
CALIFORNIA TAX-FREE MONEY MARKET
FUND................................. $4 $13 $22 $51
CALIFORNIA TAX-FREE INCOME FUND........ $6 $20 $35 $77
CALIFORNIA INSURED INTERMEDIATE FUND... $6 $18 $31 $69
U.S. GOVERNMENT SECURITIES FUND........ $7 $21 $36 $81
THE UNITED STATES TREASURY TRUST....... $4 $13 $22 $51
S&P 500 INDEX FUND..................... $ 12 $36 $61 $126
S&P MIDCAP INDEX FUND.................. $ 14 $43 $72 $151
</TABLE>
These examples illustrate the effect of expenses, but are not meant to suggest
actual or expected costs or returns, all of which may vary.
4
<PAGE> 12
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)
The Financial Highlights for the prior five years have been selected from the
Funds' financial statements, which have been examined by Tait, Weller & Baker,
independent certified public accountants, whose unqualified report thereon
appears in the Funds' Annual Report to Shareholders for the year ended August
31, 1995 and are incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
Dec. 4,
1985*
to
Year Ended August 31, Aug. 31,
California Tax-Free --------------------------------------------------------------------------------------- --------
Money Market Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year..... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net investment
income.............. 0.032 0.022 0.022 0.031 0.046 0.056 0.059 0.047 0.040 0.035
LESS DISTRIBUTIONS
Dividends from net
investment income... (0.032) (0.022) (0.022) (0.031) (0.046) (0.056) (0.059) (0.047) (0.040) (0.035)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value,
end of year........... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total Return........... 3.27% 2.18% 2.27% 3.18% 4.62% 5.77% 6.04% 4.95% 4.05% 4.81%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(in 000's)............ $80,412 $85,935 $58,754 $92,913 $75,316 $85,910 $81,577 $59,870 $32,262 $14,506
Ratio of expenses to
average net assets:
Before expense
reimbursements..... 0.66% 0.68% 0.39% 0.15% 0.32% 0.67% 0.69% 0.70% 0.81% 0.98%**
After expense
reimbursements..... 0.40% 0.35% 0.24% 0.15% 0.21% 0.27% 0.18% 0.26% 0.25% 0.03%**
Ratio of net
investment income to
average
net assets:
Before expense
reimbursements..... 2.97% 1.83% 2.10% 3.05% 4.44% 5.17% 5.41% 4.30% 3.44% 3.53%**
After expense
reimbursements..... 3.23% 2.16% 2.25% 3.05% 4.55% 5.57% 5.92% 4.74% 4.00% 4.48%**
</TABLE>
- ---------------
* Commencement of Operations
** Annualized
5
<PAGE> 13
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period) - cont.
<TABLE>
<CAPTION>
Dec. 4
1985*
to
California Year Ended August 31, Aug. 31,
Tax-Free ---------------------------------------------------------------------------------------------------- --------
Income Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
-------- -------- -------- -------- -------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value,
beginning of
year......... $12.17 $13.39 $12.42 $11.85 $11.30 $11.44 $11.06 $11.25 $11.72 $10.00
-------- -------- -------- -------- -------- ------- ------- ------- ------- -------
INCOME FROM
INVESTMENT
OPERATIONS
Net
investment
income...... 0.61 0.65 0.69 0.73 0.75 0.77 0.80 0.82 0.84 0.58
Net gain
(loss) on
securities
(both
realized and
unrealized)... 0.30 (0.92) 1.04 0.57 0.55 (0.13) 0.39 (0.20) (0.46) 1.64
-------- -------- -------- -------- -------- ------- ------- ------- ------- --------
Total from
investment
operations... 0.91 (0.27) 1.73 1.30 1.30 0.64 1.19 0.62 0.38 2.22
-------- -------- -------- -------- -------- ------- ------- ------- ------- -------
LESS
DISTRIBUTIONS
Dividends
from net
investment
income...... (0.66) (0.66) (0.68) (0.73) (0.75) (0.78) (0.81) (0.81) (0.85) (0.50)
Distributions
from capital
gains....... (0.20) (0.29) (0.08) -- -- -- -- -- -- --
-------- -------- -------- -------- -------- ------- ------- ------- ------- -------
Total
distributions... (0.86) (0.95) (0.76) (0.73) (0.75) (0.78) (0.81) (0.81) (0.85) (0.50)
-------- -------- -------- -------- -------- ------- ------- ------- ------- -------
Net asset
value,
end of
year......... $12.22 $12.17 $13.39 $12.42 $11.85 $11.30 $11.44 $11.06 $11.25 $11.72
========== ========== ========== ========== ========== ========= ========= ========= ========= =======
Total
Return....... 8.00% (2.15)% 14.55% 11.29% 11.87% 5.69% 11.20% 5.72% 3.37% 30.37%**
RATIOS/SUPPLEMENTAL
DATA
Net assets,
end of year
(in 000's)... $196,046 $225,087 $274,325 $217,321 $136,594 $85,461 $70,248 $39,329 $37,350 $20,815
Ratio of
expenses to
average net
assets:
Before
expense
reimbursements...0.62% 0.60% 0.60% 0.60% 0.67% 0.69% 0.73% 0.80% 0.78% 0.91%**
After
expense
reimbursements...0.62% 0.60% 0.60% 0.60% 0.60% 0.59% 0.60% 0.61% 0.39% 0.03%**
Ratio of net
investment
income to
average
net assets:
Before
expense
reimbursements...5.13% 5.09% 5.41% 5.98% 6.36% 6.57% 6.93% 7.24% 6.83% 7.13%**
After
expense
reimbursements...5.13% 5.09% 5.41% 5.98% 6.43% 6.67% 7.06% 7.43% 7.22% 8.01%**
Portfolio
Turnover.... 32.21% 31.27% 25.42% 45.43% 44.12% 42.24% 47.59% 102.35% 87.36% 50.20%
</TABLE>
- ---------------
* Commencement of Operations
** Annualized
6
<PAGE> 14
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period) - cont.
<TABLE>
<CAPTION>
Dec. 4
1985*
to
Year Ended August 31, Aug. 31,
U.S. Government ------------------------------------------------------------------------------------------------- --------
Securities Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
year............ $10.30 $11.76 $10.52 $9.80 $9.41 $9.57 $9.46 $9.62 $10.26 $10.00
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
income......... 0.70 0.67 0.71 0.72 0.83 0.82 0.87 0.88 0.90 0.59
Net gain (loss)
on securities
(both realized
and
unrealized).... 0.41 (1.40) 1.29 0.73 0.39 (0.15) 0.11 (0.17) (0.63) 0.17
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Total from
investment
operations... 1.11 (0.73) 2.00 1.45 1.22 0.67 0.98 0.71 0.27 0.76
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
LESS
DISTRIBUTIONS
Dividends from
net investment
income......... (0.75) (0.67) (0.71) (0.73) (0.83) (0.83) (0.87) (0.87) (0.91) (0.50)
Distributions
from capital
gains.......... -- (0.06) (0.05) -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Total
distribution... (0.75) (0.73) (0.76) (0.73) (0.83) (0.83) (0.87) (0.87) (0.91) (0.50)
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net asset value,
end of year..... $10.66 $10.30 $11.76 $10.52 $9.80 $9.41 $9.57 $9.46 $9.62 $10.26
========== ========== ========= ========== ========= ========= ========= ========== ======= =========
Total Return..... 11.42% (6.44)% 20.09% 15.46% 13.55% 7.24% 10.78% 7.77% 2.63% 10.57%**
RATIOS/SUPPLEMENTAL
DATA
Net assets, end
of year
(in 000's)...... $29,884 $30,228 $35,787 $79,858 $21,188 $11,809 $11,181 $10,406 $13,074 $10,116
Ratio of
expenses to
average net
assets:
Before expense
reimbursements... 0.75% 0.73% 0.75% 0.63% 0.85% 0.81% 0.96% 1.04% 1.00% 0.97%**
After expense
reimbursements... 0.64% 0.62% 0.52% 0.38% 0.60% 0.60% 0.61% 0.59% 0.34% 0.04%**
Ratio of net
investment
income to
average
net assets:
Before expense
reimbursements... 6.72% 5.99% 6.32% 6.87% 8.48% 8.43% 8.83% 8.79% 7.61% 8.73%**
After expense
reimbursements... 6.83% 6.10% 6.55% 7.12% 8.73% 8.64% 9.18% 9.24% 8.27% 9.66%**
Portfolio
Turnover***.... 169.83% 129.06% 52.30% 122.14% 53.00% 78.32% 78.29% 109.64% 114.56% 278.62%
</TABLE>
- ---------------
* Commencement of Operations
** Annualized
*** Higher portfolio turnover increases costs to the Funds and may have tax
consequences for shareholders.
7
<PAGE> 15
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period) - cont.
<TABLE>
<CAPTION>
California Insured
The United States Treasury Trust Intermediate Fund
-------------------------------------------------------------------- ----------------------------
Apr. 26, Oct. 20,
1989* 1992*
to Year Ended to
Year Ended August 31, Aug. 31, August 31, Aug. 31,
--------------------------------------------------------- -------- ----------------- --------
1995 1994 1993 1992 1991 1990 1989 1995 1994 1993
------- ------- ------- ------- ------- ------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year.... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $10.23 $10.65 $10.00
------- ------- ------- ------- ------- ------- -------- ------- ------- ---------
INCOME FROM
INVESTMENT
OPERATIONS
Net Investment
income............. 0.050 0.031 0.028 0.041 0.064 0.077 0.029 0.44 0.44 0.40
Net gain (loss) on
securities (both
realized and
unrealized)........ -- -- -- -- -- -- -- 0.30 (0.42) 0.61
------- ------- ------- ------- ------- ------- -------- ------- ------- ---------
Total from
investment
operations........ -- -- -- -- -- -- -- 0.74 0.02 1.01
------- ------- ------- ------- ------- ------- -------- ------- ------- ---------
LESS DISTRIBUTIONS
Dividends from net
investment income.... (0.50) (0.031) (0.028) (0.041) (0.064) (0.077) (0.29) (0.48) (0.44) (0.36)
------- ------- ------- ------- ------- ------- -------- ------- ------- ---------
Net asset value,
end of year.......... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $10.49 $10.23 $10.65
======= ======= ======= ======= ======= ======= ======= ======= ======= ========
Total Return.......... 5.10% 3.11% 2.86% 4.18% 6.59% 8.02% 8.49%** 7.46% 0.23% 11.91%**
RATIOS/ SUPPLEMENTAL
DATA
Net assets, end of
year
(in 000's)........... $29,797 $19,268 $28,449 $16,799 $23,460 $19,168 $1,848 $23,515 $21,800 $11,145
Ratio of expenses to
average net assets:
Before expense
reimbursements.... 0.72% 0.75% 0.65% 0.73% 0.73% 0.70% 2.71%** 0.76% 0.88% 2.00%**
After expense
reimbursements.... 0.50% 0.52% 0.32% 0.25% 0.26% 0.25% 0.00%** 0.60% 0.46% 0.16%**
Ratio of net investment
income to average
net assets:
Before expense
reimbursements.... 4.75% 2.62% 2.43% 3.66% 5.88% 7.31% 5.60%** 4.19% 3.77% 2.75%**
After expense
reimbursements.... 4.97% 2.85% 2.76% 4.14% 6.35% 7.76% 8.31%** 4.35% 4.19% 4.59%**
Portfolio Turnover... -- -- -- -- -- -- -- 43.56% 8.91% --
</TABLE>
- ---------------
* Commencement of Operations
** Annualized
8
<PAGE> 16
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period) - cont.
<TABLE>
<CAPTION>
S&P 500 Index Fund S&P MidCap Index Fund
---------------------------------------- ----------------------------------------
Apr. 20, Apr. 20,
1992* to 1992* to
Year Ended August 31, August 31, Year Ended August 31, August 31,
--------------------------- ---------- --------------------------- ----------
1995 1994 1993 1992 1995 1994 1993 1992
------- ------- ------- ---------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year................ $11.38 $11.25 $10.09 $10.00 $12.21 $12.23 $10.12 $10.00
------- ------- ------- ---------- ------- ------- ------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income............ 0.39 0.30 0.30 0.10 0.26 0.22 0.25 0.09
Net gains on securities (both
realized and unrealized)....... 1.94 0.26 1.16 0.03 2.04 0.22 2.11 0.07
------- ------- ------- ---------- ------- ------- ------- ----------
Total from investment
operations.................... 2.33 0.56 1.46 0.13 2.30 0.44 2.36 0.16
------- ------- ------- ---------- ------- ------- ------- ----------
LESS DISTRIBUTIONS
Dividends from net investment
income......................... (0.37) (0.30) (0.30) (0.04) (0.25) (0.22) (0.25) (0.04)
Distributions from capital
gains.......................... (0.03) (0.13) -- -- (0.44) (0.24) -- --
------- ------- ------- ---------- ------- ------- ------- ----------
Total Distributions............ (0.40) (0.43) (0.30) (0.04) (0.69) (0.46) (0.25) (0.04)
------- ------- ------- ---------- ------- ------- ------- ----------
Net asset value,
end of year...................... $13.31 $11.38 $11.25 $10.09 $13.82 $12.21 $12.23 $10.12
======= ======= ======= ========= ======= ======= ======= =========
Total Return...................... 21.06% 5.17% 14.77% 3.66%** 20.24% 3.75% 23.64% 4.48%**
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in
000's)........................... $21,800 $14,830 $11,352 $4,380 $26,168 $21,789 $16,243 $3,279
Ratio of expenses to average
net assets:
Before expense
reimbursements................ 1.04% 1.01% 1.41% 2.71%** 0.80% 0.97% 1.36% 3.74%**
After expense reimbursements... 0.20% 0.20% 0.09% 0.00%** 0.40% 0.40% 0.17% 0.00%**
Ratio of net investment income to
average net assets:
Before expense
reimbursements................ 2.40% 1.95% 1.54% 0.94%** 1.70% 1.30% 0.97% (0.46)%**
After expense reimbursements... 3.24% 2.76% 2.86% 3.65%** 2.10% 1.87% 2.16% 3.28%**
Portfolio Turnover............... 3.68% 1.22% 8.46% -- 11.71% 15.01% 8.16% 0.87%
</TABLE>
- ---------------
* Commencement of Operations
** Annualized
9
<PAGE> 17
COMPARISON OF FUND EXPENSES
Below is a table comparing the Funds' total fund operating expenses with average
total fund operating expenses as reported by Lipper Analytical Services Inc. on
November 7, 1995 for several categories of mutual funds comparable to the Funds.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
AVERAGE TOTAL FUND OPERATING EXPENSES CIT
- ------------------------------------------ -----------------------
<S> <C> <C> <C>
Tax Exempt Money Funds 0.68% Money Fund 0.40%*
California Insured Municipal Funds 0.83% Insured Fund 0.55%*
General Municipal Funds 1.00% Income Fund 0.62%
General U.S. Government Funds 1.22% Government Fund 0.65%*
U.S. Treasury Money Funds 0.62% Treasury Trust 0.40%*
Growth & Income 1.26%** 500 Fund 0.20%*
Growth 1.46%** MidCap Fund 0.40%*
</TABLE>
* After fee waivers and expense reimbursements.
** These figures are for actively managed funds which typically have higher
operating expenses.
--MANAGER'S NOTE: WE BELIEVE OUR ANNUAL FUND OPERATING EXPENSES
ARE AMONG THE LOWEST AVAILABLE. IN OUR OPINION, ALL OTHER THINGS
BEING EQUAL, LOW COST NO-LOAD FUNDS WILL PROVIDE INVESTMENT
RESULTS THAT ARE BETTER THAN FUNDS HAVING SALES COMMISSIONS,
REDEMPTION FEES AND HIGHER EXPENSES.
DISCUSSION OF BOND FUNDS' PERFORMANCES
Below are line graphs comparing the performances of the Income Fund, the Insured
Fund and the Government Fund to a broad based securities market index from the
inception of the respective Fund through the fiscal year ending August 31, 1995.
--MANAGER'S NOTE: THE OBJECTIVE OF THE GRAPHS IS TO PERMIT YOU TO
COMPARE THE PERFORMANCES OF THE FUNDS WITH THE MARKET THAT
PREVAILED OVER THOSE TIME PERIODS AND TO GIVE PERSPECTIVE TO
MARKET CONDITIONS, AND INVESTMENT STRATEGIES AND TECHNIQUES
PURSUED BY THE FUNDS' INVESTMENT MANAGER THAT MATERIALLY AFFECTED
THE PERFORMANCE OF THE FUNDS. THE LEHMAN BROTHERS INDICES REFLECT
REINVESTMENT OF "DIVIDENDS" BUT NOT THE TYPE OF OPERATING EXPENSES
THAT ARE INCURRED BY THE FUNDS.
All graphs assume a $10,000 hypothetical initial investment. Also below are
tables presenting each of these Funds' average annual total returns for the
10
<PAGE> 18
one-year, five-year and from inception through August 31, 1995 periods. Past
performance is not predictive of future performance.
Moderate economic growth, a diminishing inflation threat, and a stronger dollar
led to a decline in the level of interest rates. Given these conditions, the
strategy of the Funds' investment manager was to maintain a relatively high
average coupon, place continued emphasis on high credit quality, and moderately
lengthen the average maturities of all the bond funds in order to capture
improvement in bond prices. The Income Fund emphasized purchase of fifteen year
high quality non-callable bonds. The Government Fund sold GNMAs and intermediate
treasury notes and added long-term bonds and strips. The Insured Fund, which
emphasizes intermediate-term municipal securities, swapped into higher coupon
bonds with maturities of eight to ten years. The strategy of lengthening
portfolio maturities, coupled with the decline in interest rates, were the
primary factors producing the past year's performance results.
<TABLE>
<CAPTION>
Lehman
Brothers Mu-
California nicipal Bond
Measurement Period Tax-Free In- Indexquity
(Fiscal Year Covered) come Fund Market Index
<S> <C> <C>
04-Dec-85 10000 10000
10410 10088
11000 10674
11470 11094
11566 11098
11571 11107
11393 10925
11554 11035
11611 11103
12246 11595
12223 11624
12551 11824
30-Nov-86 12746 12057
12768 12024
13094 12383
13202 12444
13167 12313
12410 11699
12254 11641
12463 11981
12605 12103
12659 12130
12205 11679
12171 11729
30-Nov-87 12432 12034
12611 12209
13052 12640
13188 12774
12973 12624
13018 12720
13071 12684
13227 12869
13305 12953
13384 12964
13596 13198
13959 13430
30-Nov-88 13834 13307
14041 13443
14266 13720
14135 13563
14114 13531
14441 13850
14738 14136
14946 14328
15108 14522
14882 14379
14878 14337
15118 14512
30-Nov-89 15327 14762
15433 14882
15273 14812
15441 14945
15454 14949
15269 14841
15701 15164
15860 15297
16138 15522
15730 15296
15792 15305
16042 15582
30-Nov-90 16420 15894
16471 15963
16657 16177
16703 16319
16744 16325
16958 16542
17203 16689
17061 16673
17366 16876
17597 17097
17836 17319
18050 17475
30-Nov-91 18054 17524
18465 17898
18480 17940
18466 17946
18458 17952
18618 18113
18895 18325
19281 18460
20039 19010
19584 18824
19679 18947
19102 18761
30-Nov-92 19753 19096
20092 19291
20303 19514
21409 20214
21034 20001
21282 20203
21423 20316
21841 20650
21824 20677
22434 21107
22738 21347
22735 21388
30-Nov-93 22422 21199
23060 21646
23357 21893
22548 21326
21349 20458
21484 20632
21683 20811
21442 20684
21964 21063
21952 21137
21521 20826
21196 20455
20617 20085
30-Nov-94 21069 20527
21810 21114
22691 21729
22883 21979
22934 22005
23649 22707
23340 22510
23528 22723
23709 23012
23937 23076
24441 23411
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
CALIFORNIA TAX-FREE INCOME FUND
<TABLE>
<CAPTION>
FISCAL YEAR FIVE YEARS FROM INCEPTION
ENDED ENDING (DEC. 4, 1985)
AUG. 31, 1995 AUG. 31, 1995 TO AUG. 31, 1995
------------- ------------- ----------------
<S> <C> <C> <C>
CIT California Tax-Free Income
Fund........................... 8.00% 8.55% 9.27%
Lehman Brothers Municipal Bond
Index.......................... 8.87% 8.51% 8.93%
</TABLE>
11
<PAGE> 19
<TABLE>
<CAPTION>
California In-
sured Interme-
diate Fundornia Lehman Broth-
Measurement Period Tax- Free ers 5 Year In-
(Fiscal Year Covered) Income Fund dex
<S> <C> <C>
20-Oct-92 10000 10000
9790 9949
9997 10065
10116 10142
10247 10263
28-Feb-93 10603 10518
10457 10407
10582 10468
10632 10499
10793 10649
31-Jul-93 10826 10658
11031 10811
11138 10894
11156 10922
11069 10866
11258 10946
31-Dec-93 11293 11027
11399 10963
11123 10784
10745 10560
10807 10625
31-May-94 10909 10678
10875 10673
11235 10797
11057 10849
10912 10776
31-Oct-94 10830 10705
10631 10608
10692 10667
10729 10727
10880 10860
11216 11050
31-Mar-95 11335 11163
11396 11206
11642 11441
11593 11450
11723 11590
31-Aug-95 11882 11695
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
FISCAL YEAR FROM INCEPTION
ENDED (OCT. 20, 1992)
AUG. 31, 1995 TO AUG. 31, 1995
------------- ----------------
<S> <C> <C>
CIT California Insured Intermediate Fund..... 7.46% 6.21%
Lehman Brothers Five Year Municipal Bond
Index...................................... 7.80% 5.51%
</TABLE>
<TABLE>
<CAPTION>
U.S. Govern- Lehman Broth- Lehman Brothe
Measurement Period ment Securities ers Treasury rs Fixed In-
(Fiscal Year Covered) Fund Index come GNMA Index
<S> <C> <C> <C>
04-Dec-85 10000 10000 10000
10100 10310 10279
10297 10363 10316
10456 10805 10585
10469 11254 10712
31-May-86 10287 11300 10797
10428 11019 10610
10608 11395 10764
10781 11468 10948
10786 11802 11143
31-Oct-86 10937 11609 11166
11151 11769 11311
11202 11903 11501
11344 11920 11565
11446 12050 11716
11435 12138 11827
30-Apr-87 11045 12058 11826
11014 11757 11479
11130 11706 11456
11190 11840 11672
11065 11807 11707
30-Sep-87 10686 11736 11656
11076 11500 11384
11195 11960 11766
11342 12013 11905
11737 12157 12067
29-Feb-88 11848 12563 12513
11797 12694 12682
11752 12552 12573
11678 12481 12517
11971 12388 12439
11937 12670 12804
31-Aug-88 11924 12578 12754
12151 12600 12769
12371 12881 13098
12206 13113 13388
12166 12953 13203
31-Jan-89 12310 13005 13131
12231 13173 13343
12273 13058 13265
12504 13143 13280
12811 13426 13566
13173 13745 13980
31-Jul-89 13395 14217 14371
13231 14523 14670
13289 14271 14488
13595 14331 14579
13738 14711 14916
13806 14852 15086
31-Jan-90 13649 14876 15189
13690 14654 15061
13702 14681 15144
13551 14676 15184
13994 14541 15048
14243 14950 15519
31-Jul-90 14431 15186 15758
14190 15379 16050
14276 15158 15833
14446 15303 15955
14770 15556 16153
14992 15899 16520
31-Jan-91 15179 16147 16794
15264 16320 17044
15317 16407 17186
15453 16490 17309
15566 16672 17472
15478 16733 17615
31-Jul-91 15704 16708 17649
16113 16904 17951
16559 17296 18285
16617 17661 18606
16668 17818 18913
17614 17996 19044
31-Jan-92 17190 18619 19488
17270 18321 19246
17107 18393 19448
17164 18282 19337
17646 18397 19515
17902 18736 19859
31-Jul-92 18521 19008 20101
18604 19492 20278
18784 19677 20550
18303 19965 20732
18553 19671 20577
19087 19632 20672
31-Jan-93 19559 19966 20934
20110 20395 21198
20138 20805 21412
20278 20874 21530
20388 21036 21607
21147 21011 21756
31-Jul-93 21533 21482 21933
22342 21609 22025
22422 22090 22080
22532 22177 22097
22021 22259 22135
21954 22014 22104
31-Dec-93 22100 22100 22310
22550 22405 22486
21747 21923 21362
21013 21432 20785
20782 21265 20641
20667 21009 20701
30-Jun-94 20542 20963 20670
21052 21345 21073
20902 21349 21139
20390 21048 20840
20307 21033 20807
20323 20995 20749
29-Dec-94 20462 21124 20979
20554 21516 21413
20980 21979 21979
21478 22117 22087
21585 22407 22413
21893 23313 23097
31-May-95 22841 23497 23254
23025 23410 23303
22835 23681 23543
31-Aug-95 23290 23909 23774
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
FISCAL YEAR FIVE YEARS FROM INCEPTION
ENDED ENDED (DEC. 4, 1985)
AUG. 31, 1995 AUG. 31, 1995 TO AUG. 31, 1995
------------- ------------- ----------------
<S> <C> <C> <C>
U.S. Government Securities
Fund........................... 11.42% 10.42% 9.07%
Lehman Brothers Composite
Treasury Index................. 10.92% 9.33% 9.24%
Lehman Brothers GNMA Treasury
Index.......................... 4.37% 8.26% 9.18%
</TABLE>
12
<PAGE> 20
DISCUSSION OF INDEX FUNDS' PERFORMANCES
On the next page are line graphs comparing each of the Index Funds' performance
to a broad based securities market index from the inception of each Index Fund
through the fiscal year ending August 31, 1995. The graphs assume a $10,000
hypothetical initial investment. The objective of the graph is to permit you to
compare the performance of the Index Fund with the current market and to give
perspective to market conditions and investment strategies and techniques that
materially affected the performance of the Index Fund. Also below is a table
presenting each of the respective Index Funds' average annual total returns for
the one-year and inception through August 31, 1995 periods. Past performance is
not predictive of future performance.
--MANAGER'S NOTE: THE STANDARD & POOR'S INDICES REFLECT
REINVESTMENT OF "DIVIDENDS" BUT NOT THE TYPE OF OPERATING EXPENSES
THAT ARE INCURRED BY THE FUNDS.
The primary strategy of the Index Funds' investment manager during the past
fiscal year was to invest in those stocks represented by the respective S&P
index in a manner that effectively replicates the index. Portfolio turnover is
kept to a minimum to reduce taxable capital gains to shareholders.
--MANAGER'S NOTE: THE S&P 500 INDEX AND MIDCAP INDEX REPRESENT
APPROXIMATELY 69% AND 9% RESPECTIVELY OF THE MARKET VALUE OF ALL
STOCKS PUBLICLY TRADED IN THE UNITED STATES. APPROXIMATELY 25% OF
THE EARNINGS OF THE 500 ARE FROM FOREIGN SOURCES SO THE INVESTOR
HAS A GLOBAL EXPOSURE TO EARNINGS, WITHOUT THE CURRENCY RISKS
INVOLVED IN DIRECT INVESTMENTS IN FOREIGN SECURITIES. THE INDEX
FUNDS ARE MANAGED TO PRODUCE A MINIMUM IN TAXABLE RECOGNIZED
CAPITAL GAINS. UNDER TAX LAW, ORDINARY INCOME FOR HIGH BRACKET TAX
PAYERS IS TAXED AT A HIGHER RATE THAN CAPITAL GAINS.
13
<PAGE> 21
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P 500 IN-
(FISCAL YEAR COVERED) CIT 500 FUND DEX
<S> <C> <C>
20-APR-92 10000 10000
10060 10121
10120 10171
9970 10019
10335 10429
31-AUG-92 10134 10215
10244 10335
10290 10371
10634 10724
10763 10855
29-JAN-93 10844 10946
10977 11095
11201 11329
10943 11055
11231 11350
11261 11383
30-JUL-93 11217 11338
11631 11767
11538 11677
11780 11918
11676 11805
02-DEC-93 11710 11805
11814 11948
12206 12354
11867 12018
11348 11494
29-APR-94 11491 11641
11672 11832
11384 11542
11760 11921
12233 12409
11932 12107
31-OCT-94 12219 12379
11764 11929
11922 11929
11937 12106
12243 12420
28-FEB-95 12725 12904
13101 13284
13476 13676
13995 14223
14308 14552
14776 15035
31-AUG-95 14809 15073
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
FISCAL YEAR FROM INCEPTION
ENDED (APRIL 20, 1992)
AUG. 31, 1995 TO AUG. 31, 1995
------------- ----------------
<S> <C> <C>
CIT S&P 500 Index Fund....................... 21.06% 12.38%
Standard & Poor's 500 Index.................. 21.46% 12.97%
</TABLE>
<TABLE>
<CAPTION>
Measurement Period S&P MidCap
(Fiscal Year Covered) CIT MidCap Fund Index
<S> <C> <C>
20-Apr-92 10000 10000
10240 10197
10320 10293
10000 10000
10385 10497
31-Aug-92 10164 10246
10325 10389
10539 10638
11135 11233
11495 11233
31-Dec-93 11495 11611
11576 11756
11424 11591
11820 11991
11503 11677
12024 12209
30-Jun-93 12096 12270
12073 12247
12566 12753
12679 12887
12703 12929
30-Nov-93 12424 12644
12976 13230
13282 13539
13103 13346
12468 12728
29-Apr-94 12552 12823
12435 12701
11999 12264
12398 12678
13038 13343
12793 13093
31-Oct-94 12931 13236
12351 12639
12461 12639
12461 12755
12585 12888
28-Feb-95 13247 13563
13487 13798
13758 14075
14085 14414
14656 15001
15404 15784
31-Aug-95 15677 16076
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
FISCAL YEAR FROM INCEPTION
ENDED (APRIL 20, 1992)
AUG. 31, 1995 TO AUG. 31, 1995
------------- ----------------
<S> <C> <C>
CIT S&P MidCap Index Fund.................... 20.24% 14.30%
Standard & Poor's MidCap Index............... 20.48% 15.15%
</TABLE>
14
<PAGE> 22
WHAT IS CALIFORNIA INVESTMENT TRUST FUND GROUP?
The California Investment Trust Fund Group (the "Trusts" or "Funds") presently
consists of two diversified, open-end management investment companies, both
organized as Massachusetts business trusts in September 1985. As part of
California Investment Trust, we currently offer through this Prospectus the
California Tax-Free Income Fund (the "Income Fund"), California Insured
Intermediate Fund (the "Insured Fund") and the California Tax-Free Money Market
Fund (the "Money Fund"). As part of California Investment Trust II, we currently
offer through this Prospectus the U.S. Government Securities Fund (the
"Government Fund"), The United States Treasury Trust (the "Treasury Trust"), the
S&P 500 Index Fund and the S&P MidCap Index Fund (together, the "Index Funds").
CCM Partners, a California Limited Partnership (the "Manager"), is the
investment manager of the Funds. The Manager has retained Bank of America NT&SA
(Bank of America Capital Management, Inc.) (the "Sub-Adviser"), a wholly-owned
subsidiary of BankAmerica Corporation, to manage the Index Funds on a day-to-day
basis.
--MANAGER'S NOTE: THE TERM NO-LOAD MEANS THAT YOU DO NOT PAY
COMMISSIONS TO BUY OR SELL YOUR SHARES. IN OUR OPINION, ALL OTHER
THINGS BEING EQUAL, LOW COST, NO-LOAD FUNDS WILL PROVIDE
INVESTMENT RESULTS THAT ARE BETTER THAN FUNDS HAVING SALES
COMMISSIONS, REDEMPTION FEES AND HIGHER EXPENSES. IF YOU HAVE ANY
QUESTIONS ABOUT THE FUNDS, PLEASE CALL US AT 1(800) 225-8778 AND
SPEAK TO ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES.
You may purchase shares of any Fund through your securities dealer or broker or
from us directly. (See "How to Buy Shares" on page 43.) We charge no commissions
for your purchases or sales of our shares. Accordingly, more of your money will
go to work for you immediately upon investment.
For example, a $10,000 investment in a mutual fund with a 4% sales charge
results in only $9,600 being invested in that fund because $400 of the
investor's money goes toward payment of the sales commission. As a result, there
is a negative cumulative effect on the total return over the time of the
investment because the original investment is $9,600, not $10,000.
All other things being equal, a load fund having a portfolio yield of 5.00%
would only provide an effective net yield to the investor of 1% in the first
year if there is a 4% sales charge. Many service organizations that report
mutual fund performance results do not deduct sales charges when reporting these
15
<PAGE> 23
figures to many publications. This is because the sales charge is an expense
borne by the investor, not the fund. Thus, load funds often are measured as if
they were no-load funds. This favorably distorts the reported performance of
many load funds in comparison to no-load funds.
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF OUR TAX-FREE FUNDS?
--MANAGER'S NOTE: THE INCOME FUND, THE INSURED FUND AND THE MONEY
FUND ARE CALLED THE "TAX-FREE FUNDS."
In general, the Tax-Free Funds seek as high a level of income, which is exempt
from federal income taxes and California personal income taxes, as is consistent
with each Fund's objectives, investment characteristics, and policies.
CALIFORNIA TAX-FREE INCOME FUND ("INCOME FUND")--seeks as high a level of income
exempt from federal and California personal income taxes as is consistent with
prudent investment management and safety of capital. We seek to reduce, to the
extent possible, the credit risks of our portfolio by investing in California
municipal securities having at the time of purchase one of the top four ratings,
or if unrated, being of similar quality to one of the top four ratings, of
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"), or
Fitch Investors Service, Inc. ("Fitch"). These are considered to be "investment
grade" securities, although bonds rated Baa in the fourth highest category are
regarded as having an adequate capacity to pay principal and interest but with
greater vulnerability to adverse economic conditions and to have some
speculative characteristics. The Income Fund does not invest in derivative
securities. The Income Fund will not invest more than 20% of its total assets in
securities rated in the fourth highest category. If the rating on an issue held
in the Income Fund's portfolio is downgraded from investment grade, our Manager
will consider such event in its evaluation of the overall investment merits of
that security but such consideration will not necessarily result in an automatic
sale of the security. When the Income Fund invests in securities not rated by
S&P, Moody's, or Fitch, it is the responsibility of our Manager to evaluate them
and determine that they have the same quality and characteristics as those
described by S&P, Moody's or Fitch for their ratings. An Appendix to the
Statement of Additional Information contains a description of the ratings of
S&P, Moody's, and Fitch.
--MANAGER'S NOTE: INVESTMENTS BY THE INCOME FUND WILL BE MADE IN
SECURITIES CONSIDERED TO BE "INVESTMENT GRADE."
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The Income Fund normally invests in intermediate and long-term bonds and its
average portfolio maturity generally is five years or more. If our Manager
determines that market conditions warrant a shorter average maturity, the Income
Fund will be adjusted accordingly. Since the value of debt obligations typically
varies inversely with changes in interest rates, the net asset value per share
of the Income Fund will also fluctuate in this manner. The Income Fund, under
normal market conditions, attempts to invest 100% and, as a matter of
fundamental policy, invests at least 80%, of the value of its net assets in
securities the interest on which is exempt from federal income taxes and
California personal income taxes. Thus, it is possible, although not
anticipated, that under normal market conditions up to 20% of the Income Fund's
net assets could be in municipal obligations from another state, in taxable U.S.
Treasury obligations, in repurchase agreements secured by such securities, or in
obligations the interest on which is subject to the federal alternative minimum
tax.
--MANAGER'S NOTE: THE INCOME FUND IS INTENDED FOR INVESTORS WHO
CAN ACCEPT THE PROBABILITY OF PRINCIPAL FLUCTUATIONS.
For temporary defensive purposes only, the Income Fund may invest (i) more than
20% of its assets (which could be up to 100%) in obligations issued or
guaranteed by the full faith and credit of the U.S. Government, the interest on
which is subject to federal and may be subject to California income taxes and
(ii) more than 20% of the value of its net assets (which could be up to 100%) in
instruments the interest on which is exempt from federal income taxes but not
California personal income taxes, such as municipal obligations issued by other
states and their agencies and instrumentalities.
CALIFORNIA INSURED INTERMEDIATE FUND ("INSURED FUND")--seeks as high a level of
income exempt from federal income taxes and California personal income taxes as
is consistent with prudent investment management and safety of capital. The
Insured Fund seeks to reduce, to the extent possible, the credit risks of its
portfolio by investing in California municipal securities that are insured under
an insurance policy obtained by the issuer or underwriters of such securities at
the time of their original issuance or are insured under an insurance policy
purchased by the Insured Fund. The name of this Fund previously was California
Insured Tax-Free Income Fund.
The Manager determines appropriate purchases for the Insured Fund based on
credit analysis, including consideration of creditworthiness and insurance. The
Insured Fund does not invest in derivative securities. Insurance covering the
timely payment of interest and principal on the municipal securities in
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which the Insured Fund invests is obtained from recognized insurers. Such
insurance does not guarantee the market value of the municipal securities in
which the Insured Fund invests or the value of the shares of the Insured Fund.
Issuer insurance remains with the security and thereby enhances its resale
value. The Insured Fund may invest more than twenty-five percent (25%) of its
assets in securities insured by the same insurance company.
--MANAGER'S NOTE: THE INSURED FUND WILL ATTEMPT TO LIMIT THE
PRICE VOLATILITY OF ITS SHARES BY INVESTING A PORTION OF ITS
ASSETS IN INTERMEDIATE TERM MUNICIPAL SECURITIES AND BY THE USE OF
OTHER INVESTMENT STRATEGIES. THERE IS NO GUARANTEE THAT THESE
STRATEGIES WILL BE SUCCESSFUL.
The Insured Fund also may invest in uninsured California municipal securities
having at the time of purchase the top two ratings or, if unrated, being of
similar quality to the top two ratings (AAA or AA) of S&P, (Aaa or Aa) of
Moody's, (AAA or AA) of Fitch. Securities having these credit ratings are
considered to be "high quality." Under normal market conditions, the Insured
Fund's investment in uninsured obligations may not exceed twenty percent (20%)
of its portfolio assets. If the rating on an issue held in the Insured Fund's
portfolio is downgraded, our Manager will consider such event in its evaluation
of the overall investment merits of that security but such consideration will
not necessarily result in an automatic sale of the security. When the Insured
Fund invests in securities not rated by S&P, Moody's, or Fitch, it is the
responsibility of our Manager to evaluate them and determine that they have the
same quality and characteristics as those described by S&P, Moody's or Fitch for
their ratings. An Appendix to the Statement of Additional Information contains a
description of the ratings of S&P, Moody's, and Fitch.
--MANAGER'S NOTE: UNDER NORMAL MARKET CIRCUMSTANCES, THE INSURED
FUND WILL INVEST AT LEAST 80% OF ITS NET ASSETS IN INSURED
CALIFORNIA MUNICIPAL SECURITIES. THESE ARE GENERALLY RATED AAA BY
STANDARD & POOR'S CORPORATION, AAA BY MOODY'S INVESTORS SERVICE OR
AAA BY FITCH INVESTORS SERVICE, INC.
For temporary defensive purposes only, the Insured Fund may invest (i) more than
20% of its assets (which could be up to 100%) in obligations issued or
guaranteed by the full faith and credit of the U.S. Government, the interest on
which is subject to federal and may be subject to California income taxes and
(ii) more than 20% of the value of its net assets (which could be up to 100%) in
instruments the interest on which is exempt from federal income taxes but
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not California's personal income taxes, such as municipal obligations issued by
other states and their agencies and instrumentalities.
CALIFORNIA TAX-FREE MONEY MARKET FUND ("MONEY FUND")--has the objectives of
capital preservation, liquidity, and the highest achievable current income
exempt from federal and California income taxes as is consistent with safety.
Although no assurances can be given, the Money Fund attempts to maintain a
constant net asset value of $1.00 per share.
The Money Fund seeks to achieve its investment objectives through investments
limited to U.S. dollar-denominated money market instruments. The Money Fund does
not invest in derivative securities. All investments by the Money Fund (i.e.,
100% of the Money Fund's investments) will mature or will be deemed to mature
within 397 days from the date of acquisition and the average maturity of the
investments held by the Money Fund (on a dollar-weighted basis) will be 90 days
or less. The maturities of variable rate demand instruments held by the Money
Fund will be deemed to be the longer of the period remaining until the next
interest rate adjustment, or the period remaining until the principal amount can
be recovered through demand, although the stated maturities may be in excess of
397 days. All investments by the Money Fund, including variable rate demand
instruments and participation certificates, are determined by or on behalf of
the Trust's Board of Trustees to present minimal credit risks and are of "high
quality" as determined by a major rating service or, in the case of an
investment which is not rated, are of comparable quality as determined by or on
behalf of the Trust's Board of Trustees. However, investments in high quality,
short-term instruments may, in many circumstances, result in a lower yield than
would be available from investments in instruments of a lower quality or with a
longer term.
The Money Fund invests primarily in fixed rate and variable rate obligations
issued by or on behalf of the State of California, other states, territories and
possessions of the United States, and their authorities, agencies,
instrumentalities and political subdivisions, the interest on which is exempt in
the opinion of bond counsel from federal income taxes ("Municipal Obligations").
The Money Fund invests in certain Municipal Obligations the interest on which is
exempt in the opinion of bond counsel from federal and California personal
income taxes ("California Municipal Obligations"). To the extent suitable
California Municipal Obligations are not available for investment by the Money
Fund, the Money Fund may purchase Municipal Obligations issued by other states,
their agencies and instrumentalities, the interest income on which will be
exempt from federal income tax but will be subject to California personal income
taxes.
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--MANAGER'S NOTE: WE HAVE MANY INVESTORS WHO ARE UNCERTAIN OF THE
INVESTMENT PERIOD FOR THEIR FUNDS AND WHO ALLOCATE SOME OF THEIR
ASSETS TO ONE OF OUR MONEY FUNDS AND SOME TO ONE OR MORE OF OUR
BOND FUNDS, THEREBY ACHIEVING THEIR DESIRED AVERAGE MATURITY.
The Money Fund intends to invest, under normal circumstances, 100% of its assets
in California Municipal Obligations. Except when acceptable securities are
unavailable for investment by the Money Fund as determined by the Manager, the
Money Fund will invest at least 65% of its assets in California Municipal
Obligations, although the exact amount of the Money Fund's assets invested in
such securities will vary from time to time. As a fundamental policy, the Money
Fund will invest, under normal circumstances, at least 80% of its assets in
Municipal Obligations and, as an operating policy, will invest at least 80% of
its assets in Municipal Obligations not subject to the federal alternative
minimum tax. The Money Fund may, for temporary or defensive purposes, invest up
to 20% of its total assets in securities the interest on which is subject to
federal and California personal income tax or to the federal alternative minimum
tax. The Money Fund's investments may include "when-issued" Municipal
Obligations, and stand-by commitments.
The Money Fund makes its investments primarily in: (1) municipal bonds with
remaining maturities of one year or less that at the date of purchase are rated
Aaa or Aa by Moody's or AAA or AA by S&P; (2) municipal notes with remaining
maturities of one year or less that at the date of purchase are rated MIG 1 or
MIG 2 by Moody's or SP-1 or SP-2 by S&P; and (3) municipal commercial paper that
is rated Prime-1 or Prime-2 by Moody's or A-1+, A-1 or A-2 by S&P. If any of
these securities are not rated, they may be acquired if they are of comparable
quality as determined by or on behalf of the Board of Trustees of the Trust.
--MANAGER'S NOTE: WE REQUIRE A MINIMUM INVESTMENT OF $10,000 TO
OPEN AN ACCOUNT IN ANY OF OUR BOND OR MONEY MARKET FUNDS.
SUBSEQUENT INVESTMENTS MUST BE $250 OR MORE.
GENERAL POLICIES--Each Tax-Free Fund may borrow from banks for temporary or
emergency purposes and pledge its assets therefor, up to 10% of its total
assets. (No securities will be purchased by a Fund while any outstanding
borrowings exceed 5% of its total assets.) Each Fund may also make loans of its
portfolio securities provided 100% collateral in the form of cash or U.S.
Government securities is pledged and maintained with the Fund by the borrower.
Each Tax-Free Fund also may enter into repurchase agreements
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with U.S. Government securities dealers recognized by the Federal Reserve Board
or with member banks of the Federal Reserve System. Generally, a repurchase
agreement is an agreement under which a Fund acquires a U.S. Government security
subject to resale to a bank or dealer at an agreed upon time and price which
reflects a net interest gain for the Fund. A default by the other party could
cause a Fund to lose the interest factor; however, the agreement is
collateralized by the U.S. Government security and its value is marked to market
daily in order to minimize a Fund's risks. No more than 10% of the Income Fund's
or the Money Fund's total assets or more than 15% of the Insured Fund's assets
will be invested in repurchase agreements with maturities in excess of seven
days. (See the Statement of Additional Information for more information.)
--MANAGER'S NOTE: SHORT-TERM MUNICIPAL OBLIGATIONS ARE ISSUED BY
STATE AND LOCAL GOVERNMENTS AND PUBLIC AUTHORITIES AS INTERIM
FINANCINGS IN ANTICIPATION OF TAX COLLECTIONS, REVENUE RECEIPTS OR
BOND SALES.
Municipal bonds may be issued to raise money for various public purposes-- such
as constructing public facilities and making loans to public institutions.
Certain types of municipal bonds are issued to obtain funding for privately
operated facilities. The two principal classifications of municipal bonds are
"general obligation" and "revenue" bonds. GENERAL OBLIGATION BONDS are backed by
the taxing power of the issuing municipality and are considered the safest type
of municipal bond. REVENUE BONDS are backed by the revenues of a project or
facility--tolls from a toll-bridge, for example. Industrial development revenue
bonds are a specific type of revenue bond backed by the credit and security of a
private user and therefore investments in these bonds have more potential risk.
Under the Internal Revenue Code of 1986, as amended (the "Code"), there are
certain restrictions on the use of tax-exempt bond financing for non-
governmental business activities, such as industrial development bonds.
Accordingly, interest on certain types of non-essential or private activity
bonds may not be exempt from federal income tax, while interest on other types
of non-essential or private activity bonds, although exempt from regular federal
income tax, is treated as a tax preference for taxpayers subject to the
alternative minimum income tax. To the extent a Tax-Free Fund holds such bonds,
the burden of the alternative minimum income tax treatment would be passed on to
the shareholders as dividends are paid.
Accordingly, the Tax-Free Funds attempt to minimize their investments in such
bonds, and no more than 20% of a Tax-Free Fund's net assets will be
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invested in bonds whose income is treated as a tax preference under the federal
alternative minimum tax. However, interest on any tax-exempt obligation that is
paid to a corporate shareholder will be included in the calculation of its
alternative minimum tax liability, if any.
--MANAGER'S NOTE: UNDER NORMAL CIRCUMSTANCES, THE TAX-FREE FUNDS
DO NOT INTEND TO INVEST IN MUNICIPAL BONDS SUBJECT TO THE
ALTERNATIVE MINIMUM TAX.
Each of the Tax-Free Funds may purchase a right to sell a security held by the
Fund back to the issuer of the security or another party at an agreed upon price
at any time during a stated period or on a certain date. These rights may be
referred to as "demand features" or "puts." In addition, a Tax-Free Fund may
also hold floating or variable rate obligations, including certificates of
participation. Generally, we utilize the types of securities described in this
paragraph (and in more detail in the Glossary) to improve the investment
position of a Tax-Free Fund by enhancing its yield or liquidity, by shortening
or lengthening its average portfolio maturity, or by a combination thereof.
Also, other tax-exempt instruments which may become available in the future may
be purchased as long as the Manager believes their quality is equivalent to a
Tax-Free Fund's quality standards.
--MANAGER'S NOTE: THE INVESTMENT OBJECTIVES AND CERTAIN POLICIES
OF THE INCOME FUND, THE INSURED FUND AND THE MONEY FUND ARE
FUNDAMENTAL, MEANING THAT THEY CAN ONLY BE CHANGED BY VOTE OF THE
SHAREHOLDERS.
LIMITING INVESTMENT RISKS--The ability of each Tax-Free Fund to meet its
objectives is affected by the ability of municipal issuers to meet their payment
obligations. Since each of the Tax-Free Funds invests primarily in obligations
of California issuers, the marketability and market value of these obligations
may be affected by certain California constitutional amendments, legislative
measures, executive orders, administrative regulations, and voter initiatives
that could adversely affect the various California issuers' ability to meet
their financial obligations. There are additional risks associated with an
investment which concentrates in issues of one state. As a result, the value of
each Tax-Free Fund's shares may fluctuate more widely than the value of shares
of a portfolio investing in securities relating to a number of different states.
The ability of state, county or local governments to meet their obligations will
depend primarily on the availability of tax and other revenues to those
governments and on their fiscal conditions generally. An expanded discussion of
risks associated with California tax-exempt securities is contained in the
Statement of Additional Information.
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In recent years "Proposition 13" and similar California constitutional and
statutory amendments and initiatives have restricted the ability of California
taxing entities to increase real property tax revenues. Other initiative
measures approved by California voters, through limiting various other taxes,
have resulted in a substantial reduction in state revenues. Decreased state
revenues may result in reductions in allocations of state revenues to local
governments. It is not possible to determine the impact of these initiatives on
the ability of California issuers to pay interest or repay principal on their
obligations. There is no assurance that any California issuer will make full
payments of principal and interest or remain solvent. For example, in December
1994, Orange County filed for bankruptcy. In addition, from time to time,
federal legislative proposals have threatened the tax-exempt status or use of
municipal securities. (An expanded discussion of the risks associated with
municipal securities and California issuers is contained in the Statement of
Additional Information.)
--MANAGER'S NOTE: WHILE AN INVESTMENT IN THE TAX-FREE FUNDS IS
NOT WITHOUT RISK, THE MANAGER FOLLOWS CERTAIN POLICIES IN MANAGING
OUR PORTFOLIOS, WHICH MAY HELP TO REDUCE YOUR RISK.
In addition to prudently managing our investments in California and other
securities, we have adopted certain policies to limit the credit risks of
concentrating in California securities. Thus, each Tax-Free Fund will not
purchase a security, if as a result: (a) with respect to 75% of its assets, more
than 5% of its assets would be in the securities of any single issuer, except
for the U.S. Government and its agencies or instrumentalities, and except that
the Insured Fund may invest more than 25% of its assets in securities insured by
the same insurance company; (b) more than 5% of its assets would be in
industrial development revenue bonds where the payment of principal and interest
are the responsibility of a company with less than three years' operating
history; and (c) 25% or more of its assets would be in industrial development
revenue bonds where payment of principal and interest is the ultimate
responsibility of issuers in the same industry, although we may invest 25% or
more of a Tax-Free Fund's assets in the aggregate in different industrial
development revenue bonds. Since we may invest up to 25% of a Tax-Free Fund's
assets in a single issuer, changes in the financial condition or market
assessment of such issuer may cause greater fluctuations in the per share price
of the Income Fund and in the yield of the Money Fund. However, we will attempt
to limit price volatility of the Income Fund and the Insured Fund by investing a
portion of those Funds' assets in intermediate term municipal securities.
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WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF OUR GOVERNMENT FUND?
--MANAGER'S NOTE: WE OFFER TWO FUNDS TO MEET THE NEEDS OF BOTH
LONG-TERM AND SHORT-TERM INVESTORS SEEKING INCOME FROM INVESTMENT
GRADE U.S. GOVERNMENT SECURITIES. OUR GOVERNMENT FUND IS OFFERED
FOR INVESTORS SEEKING THE CREDIT SAFETY AND INCOME OF GNMA AND
OTHER U.S. GOVERNMENT SECURITIES. THE TREASURY TRUST INVESTS THE
SHORT-TERM U.S. TREASURY SECURITIES EXEMPT FROM CALIFORNIA (AND
MOST OTHER STATES') PERSONAL INCOME TAXES.
U.S. GOVERNMENT SECURITIES FUND (THE "GOVERNMENT FUND")--seeks to provide you
with safety from credit risk, liquidity, and as high a level of income as is
consistent with these objectives, through investments in full faith and credit
obligations of the U.S. Government and its agencies or instrumentalities. Such
obligations include U.S. Treasury bills, notes, strips and bonds and GNMA
Certificates. No GNMA derivatives are included in the portfolio. We may not
always be able to achieve our objectives.
GNMA'S--Since the Government Fund began operation it has invested, and plans to
continue to invest, primarily in GNMA Certificates (including variable rate
certificates), popularly called "Ginnie Mae's." GNMA Certificates are Government
National Mortgage Association ("GNMA") mortgage-backed securities representing
part ownership of a pool of mortgage loans on real property. GNMA is a U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA Certificates differ from bonds in that principal is scheduled to be paid
back by the borrower over the length of the loan rather than returned in a lump
sum at maturity. The Government Fund purchases "modified pass-through" type GNMA
Certificates for which the payment of principal and interest on a timely basis
is guaranteed, rather than the "straight-pass through" Certificates for which
such guarantee is not available. The Fund also may purchase "variable rate" GNMA
Certificates or any other type which may be issued with GNMA's guarantee.
The GNMA guarantee of timely payment of principal and interest on GNMA
Certificates is backed by the full faith and credit of the United States. GNMA
may borrow U.S. Treasury funds to the extent needed to make payment under its
guarantee.
Generally, GNMA Certificates bear a nominal "coupon rate" which represents the
effective Federal Housing Administration--Veterans Administration
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mortgage rates for the underlying pool of mortgages, less GNMA and issuer's
fees. Payments to holders of GNMA Certificates, such as the Government Fund,
consist of the monthly distributions of interest and principal less the GNMA and
issuer's fees. The actual yield to be earned by a holder is calculated by
dividing such payments by the purchase price paid for the GNMA Certificate.
Monthly distributions of interest, as contrasted to semi-annual distributions
which are common for other fixed interest investments, have the effect of
compounding and thereby raising the effective annual yield earned on GNMA
Certificates.
The average life of GNMA Certificates varies with the maturities of the
underlying mortgage instruments. The assumed average life of pools of mortgages
having terms of under 30 years is less than 12 years, but typically not less
than 5 years. A pool's expected life may be shortened, however, by prepayments
of principal and interest on the underlying mortgages. Such prepayments result
from a number of factors, including interest rate levels, general economic
conditions, foreclosure rates, location and age of mortgages, and other social
and demographic conditions. In periods of falling interest rates, the rate of
prepayment tends to increase, which shortens the actual average life of a
mortgage pool. The converse generally occurs during periods of rising interest
rates. Any prepayments are passed through to the Government Fund and become
available for reinvestment by the Fund at the then current yields. When interest
rates have fallen, reinvestment of prepayments will generally be at lower
yields.
--MANAGER'S NOTE: THE GOVERNMENT FUND'S INVESTMENT OBJECTIVES AND
CERTAIN POLICIES ARE FUNDAMENTAL, MEANING THAT THEY CAN ONLY BE
CHANGED BY A VOTE OF ITS SHAREHOLDERS.
GENERAL POLICIES--The Government Fund, under normal market conditions, attempts
to invest 100% and, as a matter of fundamental policy, invests at least 80% of
the value of its net assets in securities issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities.
We may borrow from banks for temporary or emergency purposes and pledge the
Government Fund's assets therefor, up to 10% of its total assets. (No securities
will be purchased by the Fund while the value of outstanding borrowings exceed
5% of its total assets.) We may also make loans of the Government Fund's
portfolio securities provided 100% collateral in the form of cash or U.S.
Government securities is pledged and maintained with the Fund by the borrower.
The Fund also may enter into repurchase agreements with Government securities
dealers recognized by the Federal Reserve Board or with member banks of the
Federal Reserve System. We will invest no more
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than 10% of the Government Fund's total assets in repurchase agreements with
maturities in excess of seven days. (See the discussion of repurchase agreements
above for the Tax-Free Funds, and the Statement of Additional Information for
more information.)
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF OUR TREASURY TRUST?
THE UNITED STATES TREASURY TRUST (THE "TREASURY TRUST")--seeks preservation of
capital, safety, liquidity, and consistent with these objectives, the highest
attainable current income exempt from state income taxes, by investing
exclusively in U.S. Treasury securities, namely bills, notes or bonds which are
direct obligations of the U.S. Government. The Treasury Trust does not invest in
derivative securities. The Treasury Trust's net assets will at the time of
investment have remaining maturities of 397 days or less. The dollar weighted
average maturity of its portfolio will be 90 days or less, and it will attempt
to maintain a constant net asset value of $1.00 per share.
--MANAGER'S NOTE: THE TREASURY TRUST INVESTS SHORT-TERM IN THE
SAFEST SECURITIES AVAILABLE: U.S. TREASURY OBLIGATIONS.
Under California law, dividends paid by a mutual fund, or series thereof, which
are derived from interest income on direct obligations of the U.S. Government
(provided that the fund's federal and California tax-exempt obligations
constitute at least 50% of the fund's total assets at the end of each quarter of
its taxable year) will be exempt from California personal income tax. Most other
states have similar provisions. Accordingly, as a matter of fundamental policy,
the Treasury Trust will invest 100% of its net assets in direct obligations of
the U.S. Government so that all of its dividends will be exempt from California
(and most other states') personal income tax. Prospective investors should
consult their own tax advisers for more information.
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF OUR INDEX FUNDS?
--MANAGER'S NOTE: THE 500 FUND AND THE MIDCAP FUND ARE CALLED THE
"INDEX FUNDS."
S&P 500 INDEX FUND (THE "500 FUND")--The investment objective of the 500 Fund is
to seek investment results that correspond to the total return (i.e., the
combination of capital changes and income) of common stocks publicly traded in
the United States, as represented by the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500"). The S&P 500 is a well-known stock market index that
includes common stocks of companies
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representing approximately 69% of the market value of all common stocks publicly
traded in the United States. Companies included in the Index range from 256
million to 99.7 billion in assets. The Manager believes that the performance of
the S&P 500 is representative of the performance of publicly traded common
stocks in general.
S&P MIDCAP INDEX FUND (THE "MIDCAP FUND")--The investment objective of the
MidCap Fund is to seek investment results that correspond to the total return
(i.e., the combination of capital changes and income) of publicly traded common
stocks of medium-size domestic companies, as represented by the Standard &
Poor's MidCap 400 Index (the "MidCap Index"). The MidCap Index, representing
approximately 9% of the market value of all common stocks publicly traded in the
United States, is composed of 400 selected common stocks of medium-size domestic
companies with market capitalizations between $72 million and $6.5 billion. The
median market capitalization of the stocks in the MidCap Index is approximately
$1 billion.
The Index Funds are not managed according to traditional methods of "active"
investment management, which involve the buying and selling of securities based
upon economic, financial, and market analyses and investment judgment. Instead,
each Index Fund, utilizing a "passive" or "indexing" investment approach,
attempts to replicate the performance of S&P 500 or the MidCap Index,
respectively. The Index Funds are designed to keep transaction costs and other
expenses low. There is no assurance that either Index Fund will achieve its
investment objective.
Each Index Fund is intended for long-term investors. The 500 Fund is intended
for investors seeking investment results that correspond to the total return of
publicly traded U.S. common stocks, as represented by the S&P 500*. The MidCap
Fund is intended for investors seeking investment results that correspond to the
total return of publicly traded common stocks of medium-sized domestic
companies, as represented by the MidCap Index*. Experience has shown that the
longer the period of investment, the more likely the investor is to have a
profitable result. If you anticipate an investment period of less than three to
five years, we suggest you consider one of our money market or bond funds.
- ---------------
* "Standard & Poor's", "S&P", "S&P 500", "Standard & Poor's 500", "500" and
Standard & Poor's MidCap 400 Index are service marks of Standard & Poor's
Corporation and have been licensed for use by the Funds. The Funds are not
sponsored, endorsed, sold or promoted by S&P and S&P makes no representation
regarding the advisability of investing in the Funds.
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Under normal conditions, each Index Fund will invest at least 80% of its assets
(65% if an Index Fund's asset level is below $25 million) in equity securities
of companies that compose the relevant index. In seeking to replicate the
performance of the S&P 500 and the MidCap Index, respectively, the Sub-Adviser
will, over time, attempt to allocate each Index Fund's portfolio among common
stocks in approximately the same weighings as the relevant index, beginning with
the heaviest-weighted stocks that make up a larger portion of each index's
value. Over the long term, the Sub-Adviser will seek a correlation between the
performance of each Index Fund and that of the relevant index of at least 95%
(or between 85%-95% if an Index Fund's assets are below $25 million). A figure
of 100% would indicate perfect correlation. In the unlikely event that the high
correlation sought by the Sub-Adviser is not achieved, the Board of Trustees of
the Trust will consider alternative arrangements.
The Sub-Adviser generally will seek to match the composition of the relevant
index to the maximum extent, but may not always invest an Index Fund's stock
portfolio to mirror such index exactly. Because of the difficulty and expense of
executing relatively small stock transactions, an Index Fund may not always be
invested in the less heavily weighted stocks comprising its relevant index, and
may at times have its portfolio weighted differently from the relevant index,
particularly when an Index Fund has total assets of less than $25 million. The
Sub-Adviser anticipates that each Index Fund will be able to mirror the
performance of the relevant index with little variance at asset levels of $25
million or more. Each Index Fund may omit or remove an index stock from the
portfolio if, following objective criteria, the SubAdviser judges the stock to
be insufficiently liquid or believes the merit of the investment has been
substantially impaired by extraordinary events or financial conditions.
Although the Sub-Adviser will attempt to invest as much of each Index Fund's
assets as is practical in stocks comprising the relevant index, each Index Fund
also will maintain a reasonable position in high quality, short-term debt
securities and money market instruments to meet redemption requests and other
needs for liquid assets. If the Sub-Adviser believes that market conditions
warrant a temporary defensive posture (as an example, extreme market
volatility), each Fund may invest without limit in high-quality, short-term debt
securities and money market instruments (including shares in money market mutual
funds). These securities and money market instruments may include domestic and
foreign commercial paper, certificates of deposit, banker's acceptances and time
deposits, U.S. Government securities, and repurchase agreements.
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--MANAGER'S NOTE: WE BELIEVE THAT INVESTING IN INDEX FUNDS THAT
REPRESENT A BROAD SEGMENT OF THE MARKET, WITH DIVIDENDS REINVESTED
AND COMPOUNDED, WILL PROVIDE VERY COMPETITIVE LONG-TERM INVESTMENT
RESULTS.
S&P 500 AND MIDCAP INDEXES--The composition of the S&P 500 and the MidCap Index
may be changed from time to time. They are determined by Standard & Poor's
Corporation ("S&P") and are based on such factors as the market capitalization
and trading activity of each stock and the extent to which each stock is
representative of stocks in a particular industry. The weighing of stocks in
each index will be based on the relative market capitalization of each stock
constituting the index; that is, its market price per share times the number of
shares outstanding. Inclusion of a stock in the S&P 500 or the MidCap Index in
no way implies an opinion by S&P as to its attractiveness as an investment.
The ability of each Index Fund to meet its objective depends to some extent on
the cash flow experienced by such Fund because investments and redemptions by
shareholders will generally require the Index Funds to purchase or sell
portfolio securities. The Sub-Adviser will make investment changes to
accommodate cash flow in an attempt to maintain the similarity of each Fund's
portfolio to the relevant index. You also should be aware that the S&P 500 and
the MidCap Index are both unmanaged indices and their performance does not take
into account management fees, brokerage commissions and other costs of investing
that the Index Funds must bear. Finally, because each Index Fund seeks to track
the relevant index, they are not managed for growth or income in the same manner
as other mutual funds, and the Sub-Adviser generally will not attempt to judge
the merits of any particular stock as an investment. Accordingly, you should not
expect to achieve results that are potentially greater than the total return for
each Index Fund's benchmark index.
Because of the weighing of stocks in the S&P 500, as of November 1, 1995, the 50
largest companies in the S&P 500 comprised 47% of the 500 Fund. The 500 Fund is
comprised of the following broad sectors in approximate proportions:
service--0.1%; transportation--1.7%; manufacturing--9.3%; aerospace-
defense--0.6%; capital goods--5.4%; consumer cyclical--8.0%; consumer
non-durable--28.4%; energy--8.9%; financial services--13.1%; technology--12.1%;
utilities--12.3%. Of the companies in the S&P 500, approximately 91% are listed
on the New York Stock Exchange ("NYSE"); 8% are quoted on the National
Association of Securities Dealers Automated Quotation System; and 1% are listed
on the American Stock Exchange. It is
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<PAGE> 37
anticipated that the percentage of the 500 Fund's assets invested in each stock
in the S&P 500 will be approximately the same percentage it represents in the
S&P 500.
Because of the weighing of stocks in the MidCap Index, as of November 1, 1995,
the 50 largest companies in the MidCap Index comprised 31.62% of the MidCap
Fund. The MidCap Index is comprised of the following broad sectors in
approximate proportions: service--2%; transportation--2.0%;
manufacturing--12.7%; aerospace-defense--0.3%; capital goods--6.5%; consumer
cyclical--5.8%; consumer non-durable--20.0%; energy--4.4%; financial
services--16.5%; technology--15.8%; utilities--14%. Of the companies in the
MidCap Index, approximately 72% are listed on the New York Stock Exchange
("NYSE"); 26% are quoted on the National Association of Securities Dealers
Automated Quotation System; and 2% are listed on the American Stock Exchange. It
is anticipated that the percentage of the MidCap Fund's assets invested in each
stock in the MidCap Index will be approximately the same as the percentage it
represents in the MidCap Index. Because some of the stocks that comprise the
MidCap Index may be thinly traded, comparatively small investments could cause
relatively volatile price fluctuations.
The table below shows the actual performance of the MidCap Index for 1990
through 1994 and its reconstructed performance for the years 1984 through 1989.
The reconstructed performance utilizes the prices of the 400 companies
comprising the MidCap Index as of May 24, 1989, the date S&P introduced the
MidCap Index. The information shown for the years 1984 through 1989 does not
represent actual performance results and is intended to illustrate what the
approximate performance of the MidCap Index would have been in those years. The
table should not be viewed as representative of the income or capital gain or
loss that the MidCap Index may generate in the future, nor
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<PAGE> 38
should this table be considered representative of the future performance of the
MidCap Fund.
MIDCAP PERFORMANCE
<TABLE>
<CAPTION>
PRICE CHANGES IN DIVIDEND TOTAL
YEAR INDEX FOR YEAR* REINVESTMENT RETURN
------------------------------------------------------
<S> <C> <C> <C>
1984 -3.56% 4.74% 1.18%
1985 30.32% 5.27% 35.59%
1986 12.67% 3.54% 16.21%
1987 -4.84% 2.80% -2.04%
1988 17.02% 3.85% 20.87%
1989 31.41% 4.14% 35.55%
1990 -8.07% 2.95% -5.12%
1991 46.59% 3.52% 50.11%
1992 9.53% 2.38% 11.91%
1993 11.72% 2.24% 13.96%
1994 -5.54% 1.96% -3.58%
</TABLE>
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) MidCap
<S> <C>
1984 1.18
1985 35.59
1986 16.21
1987 -2.04
1988 20.87
1989 35.55
1990 -5.12
1991 50.11
1992 11.91
1993 13.96
1994 -3.58
</TABLE>
* SOURCE: Standard & Poor's Corporation. No attempt was made to adjust the
reconstructed MidCap Index regarding companies that did not exist throughout
the period. The reconstructed information does not, therefore, contain data
for 400 companies throughout the time period.
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<PAGE> 39
The table below shows the performance of the S&P 500 for the ten years from 1984
through 1994. Stock prices fluctuated widely during this period but were higher
at the end than at the beginning. The results shown should not be viewed as
representative of the income or capital gain or loss that the S&P 500 may
generate in the future, nor should this be considered representative of the
future performance of the 500 Fund.
S&P 500 PERFORMANCE
<TABLE>
<CAPTION>
PRICE CHANGES IN DIVIDEND TOTAL
YEAR INDEX FOR YEAR* REINVESTMENT RETURN
<S> <C> <C> <C>
- ----------------------------------------------------------
1984 1.40% 4.70% 6.10%
1985 26.33% 5.24% 31.57%
1986 14.62% 3.94% 18.56%
1987 2.03% 3.07% 5.10%
1988 12.40% 4.21% 16.61%
1989 27.25% 4.44% 31.69%
1990 -6.56% 3.46% -3.10%
1991 26.68% 3.79% 30.47%
1992 4.46% 3.16% 7.62%
1993 7.06% 3.02% 10.08%
1994 -1.54% 2.86% 1.32%
</TABLE>
<TABLE>
<CAPTION>
Measurement Period S&P 500 In-
(Fiscal Year Covered) dex
<S> <C>
1984 6.10
1985 31.57
1986 18.56
1987 5.10
1988 16.61
1989 31.69
1990 -3.10
1991 30.47
1992 7.62
1993 10.08
1994 1.32
</TABLE>
* SOURCE: Standard & Poor's Corporation. Total Returns for the S&P 500 include
the change in price of S&P 500 stocks and assume reinvestment of all dividends
paid by S&P 500 stocks.
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<PAGE> 40
INVESTMENT LIMITATIONS
The investment objective and status of each Index Fund as a diversified mutual
fund are fundamental features, and may not be changed without shareholder
approval. The following summarizes certain other of each Index Fund's principal
investment limitations. A complete listing is contained in the Statement of
Additional Information.
--MANAGER'S NOTE: WHILE THE INDEX FUNDS SEEK TO DUPLICATE THE
PERFORMANCE OF THE 500 AND MIDCAP INDEXES THE STOCK PORTFOLIOS MAY
NOT MATCH THE INDEXES PERFECTLY. THE INVESTMENT OBJECTIVES AND
CERTAIN POLICIES OF THE INDEX FUNDS ARE FUNDAMENTAL, MEANING THAT
THEY CAN ONLY BE CHANGED BY VOTE OF THE SHAREHOLDERS.
Each Index Fund may borrow money from a bank, but only for temporary or
emergency purposes. Each Index Fund may borrow up to a maximum aggregate amount
equal to 15% of the market value of its assets, determined at the time of
borrowing. Each Index Fund may also borrow money by engaging in reverse
repurchase agreements, whereby such Fund would sell securities and agree to buy
them back at a later date. Each Index Fund would borrow money only to meet
redemption requests prior to the settlement of securities already sold or in the
process of being sold by such Index Fund. To the extent that an Index Fund
borrows money prior to selling securities, the Index Fund may be leveraged; at
such times, the total value of the Index Fund may appreciate or depreciate more
rapidly than its benchmark index. Prior to purchasing additional portfolio
securities, each Index Fund will repay any money borrowed in excess of 5% of the
market value of its total assets.
Each Index Fund may lend its investment securities to qualified institutional
investors for the purpose of realizing additional income, although it is not
currently expected that either Index Fund will do so. As collateral for the
loaned securities, the Index Fund will receive cash, letters of credit, or
securities issued or guaranteed by the U.S. Government or its agencies. The
collateral will equal at least 100% of the current market value of the loaned
securities. Loans of securities, in the aggregate, will be limited to 10% of
each Index Fund's total assets, determined at the time of lending. This is a
non-fundamental limitation, and may be changed at any time without shareholder
approval.
STOCK INDEX FUTURES
Each Index Fund may buy and sell stock index futures contracts (a) provided that
not more than 5% of an Index Fund's assets (determined at the time of
33
<PAGE> 41
the transaction) are required as futures contracts deposits, and (b) only to the
extent that these futures obligations would represent not more than 20% of an
Index Fund's total assets (35% if total assets are below $25 million). Each
Index Fund may engage in futures transactions for several reasons: to maintain
cash reserves while remaining fully invested, to facilitate trading, to reduce
transaction costs, and to seek higher investment returns when a futures contract
is priced more attractively than the underlying equity security or index.
Neither Index Fund may use futures contracts to leverage its assets.
The primary risks associated with the use of future contracts are: (i) imperfect
correlation between the change in market value of the stocks held by a Fund and
the prices of futures contracts; and (ii) possible lack of a liquid secondary
market for a futures contract and the resulting inability to close a futures
position when desired. The risk of imperfect correlation may be reduced by
investing only in those contracts whose behavior is expected to resemble that of
a Fund's underlying securities. The risk that a Fund will be unable to close out
a futures position will be minimized by entering into such transactions on a
national exchange or board of trade with an active and liquid secondary market.
To the extent the MidCap Fund purchases or sells futures contracts, the Sub-
Adviser currently intends to use futures contracts on the MidCap Index. The
MidCap Fund may, depending upon liquidity and other considerations, use future
contracts on various other indices including: the New York Stock Exchange,
Composite Index, Value Line Composite Index, S&P 500, and Standard & Poor's 100
Stock Index.
PORTFOLIO TRANSACTIONS
GNMA Certificates and new issues of municipal obligations are often sold on a
"when-issued" or "delayed delivery" basis. While we have ownership rights to the
obligations, we do not have to pay for them until they are delivered to us,
normally 15 to 45 days later. To meet that payment promise, we set aside (in a
separate account at our Custodian bank for the acquiring Fund) cash or
securities equal to the payment that will be due. Depending on market
conditions, we could experience greater fluctuations in the share prices or net
asset values of the Income Fund and the Government Fund as a result of
when-issued purchases. In our Manager's opinion, such purchases do not under
normal circumstances affect our ability to maintain the Money Fund's or the
Treasury Trust's net asset value at $1.00 per share.
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<PAGE> 42
--MANAGER'S NOTE: OUR MANAGER CHOOSES DEALERS BY JUDGING
PROFESSIONAL ABILITY, QUALITY OF SERVICES, AND REASONABLENESS OF
MARK-UPS.
Our Manager may consider a number of factors in determining which brokers or
dealers to use for our portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors may include,
but are not limited to, the reasonableness of commissions or markups, the
quality of services and executions, and the sale of shares of any Fund by
broker-dealers.
The Sub-Adviser uses various brokerage firms to carry out the Index Funds'
portfolio transactions. Since the Sub-Adviser places a large number of
transactions, each Index Fund pays commissions lower than those paid by
individual investors. Also, the Index Funds incur lower costs than those
incurred by individuals when purchasing debt securities. Higher commissions may
be paid to firms that provide research services to the extent permitted by law.
The Sub-Adviser may use this research information in managing each Index Fund's
assets, as well as the assets of other clients.
Securities owned by an Index Fund may be owned by other clients for which the
Sub-Adviser acts as an adviser. If purchases or sales of securities for an Index
Fund and the other clients for which the Sub-Adviser acts as investment adviser
arise for consideration at or about the same time, transactions in such
securities will be made, insofar as feasible, in a manner deemed equitable to
all. To the extent that transactions on behalf of more than one client of the
Sub-Adviser during the same period may increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse effect
on price or volume.
The majority of portfolio transactions (other than those made in response to
shareholder activity) will be made to adjust each Index Fund's portfolio to
track the relevant index or to reflect occasional changes in such index's
composition.
--MANAGER'S NOTE: THE FREQUENCY OF PORTFOLIO TRANSACTIONS WILL
VARY FROM YEAR TO YEAR DEPENDING ON MARKET CONDITIONS.
HOW ARE DIVIDENDS, DISTRIBUTIONS AND TAXES HANDLED?
To the extent a Tax-Free Fund invests in California Municipal Obligations and
meets certain requirements of federal and California income tax law, the income
received by the Fund is paid to you in the form of dividends by the Fund which
are exempt from regular federal income taxes and California
35
<PAGE> 43
personal income tax. Distributions of income from certain stripped tax-exempt
obligations and coupons, repurchase agreements, securities loans, or other
taxable investments (if any) will not be exempt from federal or California
income tax. Since inception of the Income Fund, Money Fund and Insured Fund
(December 4, 1985 for the Income Fund and Money Fund and October 20, 1992 for
the Insured Fund) 100% of the dividends paid by these Funds were exempt from
federal and California personal income taxes. The Government Fund and the
Treasury Trust also pay their net interest income to you as dividends. Dividends
paid by the Treasury Trust are expected to be subject to federal income tax but
exempt from California personal income tax. Dividends paid by the Government
Fund are expected to be subject to federal income tax and a portion of such
dividends are expected to be subject to California personal income tax.
--MANAGER'S NOTE: THE MONEY FUND AND THE TREASURY TRUST DECLARE
AND CREDIT DIVIDENDS TO YOUR ACCOUNT DAILY AND REINVEST THEM OR
PAY THEM OUT IN CASH MONTHLY.
Each business day, we credit Money Fund and Treasury Trust shareholder accounts
with a dividend consisting of substantially all of the net investment income
earned by the Money Fund and the Treasury Trust since the last dividend. Such
dividends are then paid on the last business day of each month. If you redeem
all shares in your Money Fund or Treasury Trust account at any time during a
month, all dividends credited to your account are paid to you along with the
proceeds of redemption. On the last business day of the month (payment date), we
will distribute dividends to Income Fund, Insured Fund and Government Fund
shareholders substantially equal to all the net investment income earned by each
Fund during that month. Shareholders eligible for the dividend are those who
hold shares as of the date of record, which is the next to the last business day
of that month.
Shareholders who reinvest their dividends will have their dividends reinvested
on the payment date of that month, at that day's closing price. We will mail
dividends to shareholders typically on the next business day following the
payment date. Investors who select our Electronic Funds Transfer ("EFT") option
will have their personal accounts credited normally within two business days
following the payment date.
Each Index Fund ordinarily pays dividends from net investment income quarterly
and distributes net realized securities gains, if any, annually, but may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and
in all events in a manner consistent with the provisions of the
36
<PAGE> 44
1940 Act. On the last business day of March, June, September and December we
distribute dividends to shareholders of each Index Fund substantially equal to
all the net investment income earned by each Index Fund during the prior three
months payable to shareholders of record as of the second to the last business
day of March, June, September and December, respectively.
--MANAGER'S NOTE: WE AUTOMATICALLY REINVEST YOUR DIVIDENDS AND
DISTRIBUTIONS UNLESS YOU TELL US OTHERWISE.
Unless you otherwise indicate on your account application or notify our
Shareholder Servicing Agent in writing later that you wish to receive cash, we
will automatically reinvest all income dividends and capital gains distributions
in additional shares of the Fund from which they were paid at no cost to you.
Distributions are treated in the same manner for tax purposes whether paid in
cash or reinvested in additional shares.
--MANAGER'S NOTE: THE INDEX FUNDS ASSESS AN ANNUAL MAINTENANCE
FEE OF $10.00 PER ACCOUNT TO OFFSET THE COSTS OF MAINTAINING
SHAREHOLDER ACCOUNTS. THE FEE IS DEDUCTED FROM EACH INDEX FUND'S
DIVIDEND AT A RATE OF $2.50 PER QUARTER.
The Funds will not make distributions from net realized securities gains unless
capital loss carryovers, if any, have been utilized by each Fund or have
expired. All expenses are accrued daily and deducted before declaration of
dividends to investors.
For tax purposes, each Fund is treated as a separate taxable entity. Thus, any
distributions of capital gains are on a per Fund basis rather than aggregated
for the Trust as a whole. Any capital gains you may receive on your investment
in the Funds are taxable. One annual payment from net realized capital gains
(after offsetting any available capital loss carryovers) of each Fund, if any,
will be distributed for the 12-month period ending October 31. When these
distributions represent a Fund's long-term capital gains, the Code treats them
that way for you, whether you take them in cash or reinvest them in additional
shares, and regardless of how long you have been a shareholder. The determining
factor is how long the Fund held the securities that produced the gains. You
also may receive distributions of short-term capital gains, which will be taxed
as ordinary income. The current maximum individual tax rate applicable to
ordinary income is 39.6%, and the current maximum individual tax rate applicable
to net long-term capital gains is 28%. Any dividend or distribution declared in
October, November or December as of a record date in such months and paid in the
following January will be treated as received on December 31 for federal tax
purposes. Shareholders will be informed after
37
<PAGE> 45
the close of each calendar year as to the federal income tax consequences of
distributions made each year.
With respect to the Income Fund, the Insured Fund, the Government Fund and the
Index Funds, you may also realize a gain or a loss in any year in which you
redeem (sell) shares since the net asset value of the Fund fluctuates. The tax
treatment will depend, of course, on how long you owned your shares and on your
individual tax position. Any loss realized upon the redemption of shares within
six months from the date of their purchase will be disallowed to the extent of
tax-exempt dividends received during such period or will be treated as a
long-term capital loss to the extent of any amounts treated as distributions of
long-term capital gains during such six-month period. In addition, all or a
portion of any such loss will be disallowed to the extent other shares of the
same Fund are acquired within 30 days before or after such redemption.
We use the accounting practice called equalization for the Income Fund, the
Insured Fund, the Government Fund and the Index Funds in order to avoid the
dilution of the dividends payable to existing shareholders. Under this
procedure, that portion of the net asset value per share of the Income Fund, the
Insured Fund, the Government Fund or either of the Index Funds which is
attributable to undistributed income is allocated as a credit to undistributed
income in connection with the purchase of shares or a debit to undistributed
income in connection with the redemption of shares. Thus, after every
distribution, the value of a share drops by the amount of the distribution. If
you purchase shares of the Income Fund, the Insured Fund, the Government Fund or
either of the Index Funds before the record date of a distribution (the next to
the last business day of the month) and elect to have distributions paid to you
in cash, you will pay the full price for the shares and then receive some
portion of that price back in the form of a distribution. Dividends and
distributions from net realized short term securities gains paid or credited to
accounts maintained by U.S. nonresident shareholders also may be subject to U.S.
nonresident withholding taxes.
Any tax-exempt income accrued by the Income Fund or the Insured Fund prior to
payment by it as a dividend will lose its tax-free status if you redeem your
shares prior to the dividend record date, and instead will be included as part
of the proceeds of such redemption. Accordingly, rather than being received as a
tax-exempt dividend, it may be subject to federal and state income tax. You may
redeem shares of the Income Fund or the Insured Fund with the least adverse tax
consequences on the last business day of the month on which date the dividend
representing substantially all the net income previously accrued for the month
is declared. The percentage of income
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<PAGE> 46
designated as tax-exempt by such Fund will be determined after the close of the
Fund's fiscal year and will be applied uniformly to all distributions made by it
during each fiscal year and may differ from the actual tax-exempt percentage for
any particular month.
--MANAGER'S NOTE: NOTICE AS TO THE TAX STATUS OF YOUR DIVIDENDS
AND DISTRIBUTIONS IS MAILED TO YOU ANNUALLY. WE WILL SEND YOU A
STATEMENT OF YOUR ACCOUNT AT LEAST QUARTERLY AND AFTER EVERY
TRANSACTION THAT AFFECTS YOUR SHARE BALANCE OR REGISTRATION.
We are required by federal law to withhold 31% of reportable payments, which may
include redemptions (except redemptions of Money Fund and Treasury Trust
shares), capital gains distributions and other taxable distributions, if any,
paid to certain accounts the holders of which have not complied with Internal
Revenue Service ("IRS") regulations. In connection with this withholding
requirement, you will be asked to certify on our application that the social
security or taxpayer identification number you provide is correct and that you
are not subject to 31% back-up withholding for previous underreporting to the
IRS or that you are an exempt recipient. Shareholders are also required to
disclose on their federal income tax returns their receipt of tax-exempt income,
including tax-exempt distributions from the Tax-Free Funds, even though such
distributions are not included in taxable income. For most kinds of accounts,
each Fund will report the proceeds of your redemptions to you and the IRS
annually. However, because the tax treatment also depends on your purchase price
and your personal tax position, you should keep your regular account statements
to use in determining your tax. Notice as to the tax status of your dividends
and distributions is mailed to you annually. You also will receive periodic
summaries of your account which will include information as to dividends and
distributions from securities gains, if any, paid during the year. Depending on
the composition of a Fund's income, a portion of the dividends from net
investment income may qualify for the dividends received deduction allowable to
certain U.S. corporations.
Our discussions in this Prospectus are general by nature, and you are advised to
consult your tax advisor for more complete information about federal, state, and
local tax issues. Heller, Ehrman, White & McAuliffe has expressed no opinion in
respect thereof. For example, shareholders subject to taxation in states other
than California may be taxed in such states on dividends they receive that are
exempt under the California personal income tax law.
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<PAGE> 47
ABOUT OUR MANAGEMENT
--MANAGER'S NOTE: OUR BOARD OF TRUSTEES HAS EXTENSIVE BUSINESS,
INVESTMENT, AND MONEY MANAGEMENT EXPERIENCE. THE TRUSTEES
SUPERVISE OUR ACTIVITIES AND REVIEW CONTRACTUAL ARRANGEMENTS WITH
COMPANIES WHICH PROVIDE US SERVICES. THE OFFICERS OF THE MANAGER
HAVE EXTENSIVE EXPERIENCE IN THE INVESTMENT AND SECURITIES
BUSINESS.
Our Trustees and Officers are: Richard F. Shelton, President and Trustee; John
R. Hill, Vice President, Secretary and Trustee; Phillip W. McClanahan, Vice
President, Treasurer and Trustee; Harry Holmes, Trustee, with Harry Holmes &
Associates Consulting and formerly with Aspen Skiing Company and Pebble Beach
Company; and John B. Sias, Trustee, President and CEO, Chronicle Publishing
Company, formerly President ABC Television Network Group, and Director, Capital
Cities/ABC Inc.
The Manager, CCM Partners, which is a California limited partnership, and the
Trusts were founded in 1985. The general partner of the Manager is RFS Partners,
which is a California limited partnership controlled by Richard F. Shelton, our
President. In addition, the Manager has a number of limited partners with
extensive business and investment backgrounds, including the following
individuals: Hamilton W. Budge, of counsel to the law firm of Brobeck, Phleger &
Harrison; Doris F. Fisher, co-founder of The Gap, Inc.; Robin Quist Gates,
Trustee of the San Francisco Museum of Modern Art; Brooks Walker, Jr., Trustee
of the San Francisco Museum of Modern Art, and Brayton Wilbur, Jr., President of
Wilbur-Ellis, Inc.
Phillip W. McClanahan is Director of Investments for the Manager. He has been
involved in the day-to-day operations of the Income Fund, the Government Fund,
the Money Fund, the Treasury Trust and the Insured Fund since their inception in
1985, 1989 (Treasury Trust) and 1992 (Insured Fund). He served as Vice President
and Portfolio Manager at Transamerica Investment Services from 1984 to 1985.
From 1966 to 1984 he was Vice President and Portfolio Manager at Fireman's Fund
Insurance Company and Amfire, Inc. For more information on Mr. McClanahan's
business experience, please see "Trustees and Officers" in the Statement of
Additional Information.
James P. Conn, Jr. joined the Manager in September 1993. He serves as a
Municipal Bond Analyst for the Money Fund, Income Fund and Insured Fund, and as
a Portfolio Manager of the Money Fund. From November 1991 to August 1993 he
served as an underwriter of municipal bonds at George K. Baum, a regional
investment banking firm. He was a Senior Municipal Bond Analyst at Franklin
Resources from July 1987 to November 1991.
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<PAGE> 48
Bank of America NT&SA (Bank of America Capital Management, Inc.) is the
Sub-Adviser for both of the Index Funds. The Sub-Adviser is a wholly owned
subsidiary of BankAmerica Corporation, and currently has approximately $46
billion of assets under management. The Sub-Adviser, together with its
affiliates, serves as investment adviser to sixteen mutual funds with total
assets of approximately $11 billion. The Sub-Adviser currently manages
approximately $1.6 billion in indexed assets.
For managing our investments and business affairs, each Fund (except the Index
Funds) pays the Manager a monthly fee, less reimbursements as noted below, based
on the following annualized percentages of average daily net assets of the Fund
throughout the month: 0.50% of the first $100 million of net assets, plus 0.45%
on net assets from $100 million to $500 million, and 0.40% of net assets above
$500 million. For the Manager's services, the Manager is entitled to a monthly
fee from the MidCap Fund computed at the annual rate of 0.40% of the value of
its average daily net assets. The Manager is also entitled to a monthly fee from
the 500 Fund computed at the annual rate of 0.25% of the value of its average
daily net assets.
Pursuant to the Sub-Advisory Agreement between the Manager and the Sub-Adviser,
and subject to the overall policies, control, direction, and review of the Board
of Trustees and to the instructions and supervision of the Manager, the
Sub-Adviser is responsible for providing each Index Fund with investment advice
on buying and selling specific securities and managing our portfolio
investments, including the placement of orders for portfolio transactions. For
its services, the Sub-Adviser will receive from the Manager a monthly fee,
calculated at the annual rate of 0.10% of average daily net assets of each Index
Fund, pursuant to a Sub-Advisory Agreement with the Manger. The Sub-Adviser's
fee is not an additional expense of the Index Funds.
Pursuant to the Management Agreements with the Manager, each Fund is responsible
for its own operating expenses including, but not limited to, the Manager's fee;
taxes, if any; transfer agent, custodian, legal, and auditing fees; fees and
expenses of Trustees who are not members of, affiliated with, or interested
persons of the Manager; salaries of any personnel not affiliated with the
Manager; periodic insurance premiums; trade association dues; expenses of
obtaining quotations for calculating the value of each Fund's net assets and of
bookkeeping and recordkeeping functions; printing and other expenses relating to
each Fund's operations; plus any extraordinary and non-recurring expenses which
are not expressly assumed by the Manager.
--MANAGER'S NOTE: WE BELIEVE OUR ANNUAL FUND OPERATING EXPENSES
ARE AMONG THE LOWEST AVAILABLE.
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<PAGE> 49
Each of the Fund's annual operating expenses, excluding extraordinary items, are
limited by the Manager to 1% of its average daily net assets, and the Manager
has voluntarily agreed to further limitations. The Manager has agreed to waive
its fees and absorb expenses to the extent necessary to limit total fund
operating expenses through August 31, 1996 to the following annual rates of
average net assets of each Fund: Money Fund--0.40%; Income Fund--0.65%; Insured
Fund--0.55%; Government Fund--0.65%; Treasury Trust--0.40%; 500 Fund--0.20%; and
Mid Cap Fund--0.40%. The operating expenses, including the management fee and
all other expenses, incurred by a Fund in excess of this expense ratio
limitation will be reimbursed to that Fund by the Manager out of the management
fee. The Manager paid for all of the Trusts' organization expenses and for
substantially all of the Funds' operating expenses during the initial fiscal
period ended August 31, 1986. During the fiscal years ended since then, the
Manager has reimbursed each Fund and assumed certain Fund expenses to lower the
net expenses of each Fund as set forth in their respective Financial Highlights
on page 5 through 9. The net management fee paid by each Fund during its last
fiscal year ended August 31 1995 as an annual percentage of average daily net
assets was: 0.48% for the Income Fund, 0.34% for the Insured Fund, 0.39% for the
Government Fund, 0.28% for the Treasury Trust, 0.25% for the Money Fund, 0.0%
for the 500 Fund and 0.1% for the MidCap Fund.
OTHER SERVICES--Firstar Trust Company ("Firstar") serves as the custodian of the
portfolio securities and other assets of the Funds. Firstar also performs
dividend-paying functions, maintains shareholder records, and acts as transfer
agent for the Funds. For its services, Firstar is paid a monthly fee based upon
a maintenance fee for each account in the Funds, plus charges for Fund and
shareholder transactions. For an additional fee, Firstar also performs our
portfolio and net asset valuation and the bookkeeping and recordkeeping required
by the Investment Company Act of 1940.
OPENING AN ACCOUNT
--MANAGER'S NOTE: WE REQUIRE A COMPLETED AND SIGNED APPLICATION
FOR EACH NEW ACCOUNT YOU OPEN, REGARDLESS OF THE METHOD YOU CHOOSE
FOR MAKING YOUR INITIAL INVESTMENT.
You'll find all the necessary application materials included in the packet
accompanying this Prospectus. Additional paperwork may be required from
corporations, associations, and certain other fiduciaries. In order to open an
account in any of our Funds except our Index Funds, your initial investment must
be at least $10,000. In order to open an account for either of our Index Funds,
your initial investment must be at least $5,000. Subsequent invest-
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<PAGE> 50
ments must be $250 or more. We may change this minimum investment amount at any
time or waive it at our discretion. To protect against fraud, it is the policy
of the Funds not to accept third party checks for the purposes of opening new
accounts or purchasing additional shares.
If you have any questions concerning the application materials, wire transfers,
or our yields and net asset values, please call us, toll-free at 800-225-8778.
If you have any questions about our investment policies and objectives, please
call us at 415-398-2727 or 800-225-8778.
HOW TO BUY SHARES
INVESTING BY MAIL--If you wish to purchase shares directly from the Funds, you
should:
- -- INITIAL PURCHASE--Make your check payable to the name of Fund in which you
are investing and mail it with the application to the address indicated on the
application. The minimum initial investment is $10,000 ($5,000 for the Index
Funds.) There is no minimum investment amount for retirement plans.
- -- PURCHASING ADDITIONAL SHARES--Make your check payable to the name of the Fund
in which you are investing, write your account number on the check, and mail
your check with your confirmation stub to the address printed on your account
statement. There is a $250 minimum for subsequent investments.
--MANAGER'S NOTE: PURCHASES ARE EFFECTIVE THE DAY WE RECEIVE
FEDERAL FUNDS (I.E., FUNDS AVAILABLE AT A FEDERAL RESERVE BANK).
FOR ALL OPTIONS BELOW, PLEASE CALL THE FUND AT 800-225-8778
PURCHASING BY EXCHANGE--You may purchase shares in a Fund by exchanging shares
from an account in one of our related Funds. Such exchanges must meet the
minimum amounts required for initial or subsequent investments described above.
When opening an account by exchange, your new account must be established with
the same registration as your other California Investment Trust Fund Group
account and an exchange authorization must be in effect.
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BY WIRE--
Federal funds should be wired to:
Firstar Bank
ABA # 075000022
For: Firstar Trust Company
Account # 112-952-137
For further credit to: (include the particular Fund name, the name in which the
account is registered, and the account number).
If you are opening a new account or wire, you must first call California
Investment Trust Fund Group at 800-225-8778 to obtain an account number.
In order to make your order effective, we must have federal funds available to
us at our Bank. Accordingly, your purchase will be processed at the net asset
value next calculated after your investment has been converted to federal funds.
If you invest by check, or non-federal funds wire, allow two business days for
conversion into federal funds. If you wire money in the form of federal funds,
your money will be invested at the share price next determined after receipt of
the wire. You will begin to earn dividends as of the first business day
following the day of your purchase.
All your purchases must be made in U.S. dollars and checks must be drawn on
banks located in the U.S. We reserve the right to limit the number of investment
checks processed at one time. If the check does not clear, we will cancel your
purchase, and you will be liable for any losses or fees incurred.
When you purchase by check, you cannot redeem until we are satisfied that the
investment has been collected (confirmation of clearance will take up to 12
days). To protect against fraud it is the policy of the Funds not to accept
third party checks. Wiring your money to us will reduce the time you must wait
before redeeming or exchanging shares. You can wire federal funds from your
bank, which may charge you a fee.
You may, if you wish, buy shares of a Fund through a registered securities
dealer, who is solely responsible for the transmission of your order to Firstar
and who may charge you a fee for this service. If you purchase shares through a
dealer, your money will be invested at the share price next determined after
receipt by our Shareholder Servicing Agent and conversion to federal funds.
If you wish, you also may deliver your investment checks (and application, for
new accounts) to the Trust's office. However, if you do so, please note that
your purchase will not be deemed received, nor will it be processed, until we
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have forwarded it on your behalf to Firstar which, in turn, will deposit your
checks at the Bank for conversion to federal funds.
You may wish to use dollar-cost averaging as a means of making investments of a
fixed dollar amount at regular intervals into the Funds. Dollar-cost averaging
is based on the assumption that investors cannot regularly outguess the ups and
downs of the market. It is a method of investing that turns the ups and downs of
the market to the advantage of the long-term investor. Instead of trying to time
the highs and lows, you invest the same amount of money in mutual funds at
regular intervals over a long period of time. The objective of dollar-cost
averaging is to buy more when the price is low and less when the price is high.
Although dollar-cost averaging cannot guarantee a profit (no system can give a
gain to investors who have to sell at the bottom of the market), dollar-cost
averaging allows you to take advantage of market swings by purchasing larger
quantities of shares when prices are low. For example, if you invest $1000 at
$10 per share, you receive 100 shares. If, at the time of your next purchase,
the market has dropped and the price of shares of the fund has gone down to $5
per share, you will receive 200 shares for your $1000 purchase.
We reserve the right to suspend the offering of shares of any of the Funds for a
period of time and to reject any specific purchase order in whole or in part.
SHAREHOLDER SERVICES
FREE EXCHANGE PRIVILEGE
--MANAGER'S NOTE: THE FREE EXCHANGE PRIVILEGE IS A CONVENIENT WAY
TO SELL AND TO BUY SHARES IN OUR FUNDS IN ORDER TO RESPOND TO
CHANGES IN YOUR GOALS.
Our Funds have a variety of investment objectives as discussed elsewhere in this
Prospectus. Before you make an exchange please note the following:
- -- Read this Prospectus.
- -- Complete and sign an exchange authorization (if not previously done).
Exchanges may be made only among designated accounts registered in the same
name(s).
- -- Taxes: Each exchange actually represents the sale of shares of one Fund and
the purchase of shares in another, which may produce a gain or loss for tax
purposes. We will confirm each exchange transaction to you by mail.
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- -- Proceeds of redemption from shares of the Fund exchanged are used to purchase
the other Fund on the day the exchange is authorized (which must be prior to
4:00 p.m., Eastern time).
- -- Exchange by telephone: call the appropriate Fund at 800-225-8778. Give the
names of the Funds, the exact name in which your accounts in the Funds are
registered, your account numbers, the dollar amount that you wish to exchange
and the required identification number. Telecommunications device for the deaf
("TDD") services for hearing impaired shareholders are available for telephone
exchanges by calling (800) 864-3416.
--MANAGER'S NOTE: PLEASE CALL US FOR INFORMATION AT:
800-225-8778.
Unless you submit an account application that indicates that you have declined
telephone exchange privileges, you agree, by signing your account application,
to authorize and direct the Funds to accept and act upon telephone, telex, fax,
or telegraph instructions for exchanges involving your account or any other
account with the same registration. The Funds employ reasonable procedures in an
effort to confirm the authenticity of telephone instructions, such as requiring
the caller to give a special authorization number. Provided these procedures are
followed, you further agree that neither a Fund nor the Transfer Agent will be
responsible for any loss, damage, cost or expense arising out of any telephone
instructions received for an account and to hold harmless and indemnify Firstar
and the Funds, any of their affiliates or mutual funds managed by such
affiliates, and each of their respective directors, trustees, officers,
employees and agents from any losses, expenses, costs or liabilities (including
attorneys' fees) that may be incurred in connection with these instructions or
the exercise of the telephone exchange privilege.
You should realize that by electing the telephone exchange option, you may be
giving up a measure of security that you might otherwise have if you were to
exchange your shares in writing. For reasons involving the security of your
account, the telephone transaction may be tape recorded.
AUTOMATIC SHARE ACCUMULATION PLAN
Under the Funds' Automatic Share Accumulation Plan, an investor may arrange to
make additional purchases (minimum $250) of Fund shares automatically on a
monthly basis by electronic funds transferred from the shareholder's checking
account if the bank which maintains the account is a member of the Automated
Clearing House, or by preauthorized checks drawn on the shareholder's bank
account. A shareholder may, of course, terminate
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<PAGE> 54
the program at any time. Investors may obtain more information concerning this
program, including the application form, from the Funds.
The market value of shares of the Income Fund, the Insured Fund, the Government
Fund and the Index Funds is subject to fluctuation. Before undertaking any plan
for systematic investment, the investor should keep in mind that such a program
does not assure a profit or protect against a loss.
TAX-SAVING RETIREMENT PLANS
--MANAGER'S NOTE: RETIREMENT PLANS ARE AMONG THE BEST TAX BREAKS
AVAILABLE TO INDIVIDUALS. ONE OF OUR PLANS MAY FIT YOUR NEEDS.
THERE IS NO MINIMUM INVESTMENT AMOUNT ON A RETIREMENT PLAN.
We can set up your new account in a Fund under one of several tax-sheltered
plans. These plans let you save for your retirement and shelter your investment
earnings from current taxes.
- -- INDIVIDUAL RETIREMENT ACCOUNTS (IRA): open to anyone who works. You can also
make investments in the name of your spouse, if your spouse has no earned
income. Each Fund is subject to an annual bank maintenance fee, currently $12.50
with a maximum annual charge of $25.00 per social security number. This fee is
assessed annually in September.
- -- PROFIT-SHARING AND MONEY-PURCHASE PLANS (KEOGH): open to corporations,
self-employed people and their partners, to benefit themselves and their
employees.
- -- 403(B) PLANS. Open to eligible employees of certain state and non-profit
organizations.
We can provide you with complete information on any of these plans which
discusses benefits, provisions and fees.
SYSTEMATIC WITHDRAWAL PLAN
If you own shares of a Fund with a value of $10,000 or more, you may establish a
Systematic Withdrawal Plan. You may receive monthly or quarterly payments in
amounts of not less than $100 per payment. Details of this Plan may be obtained
by calling the Funds.
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ADMINISTRATIVE INFORMATION
CASH DISTRIBUTIONS
Unless you otherwise indicate on the account application, we will reinvest all
dividends and capital gains distributions as applicable for your account in
additional shares of the Fund from which they are distributed. On the
application you may indicate by checking the appropriate box that you wish to
receive either income dividends or capital gains distributions in cash. EFT is
available to those investors who would like their dividends electronically
transferred to their personal accounts. For those investors who do not request
this feature, dividend checks will be mailed via regular mail. If you elect to
receive distributions by mail and the U.S. Postal Service cannot deliver your
checks, we will void such checks and reinvest your money in your account at the
then current net asset value and reinvest your subsequent distributions.
STATEMENT AND REPORTS
--MANAGER'S NOTE: IF YOU ARE A SHAREHOLDER OF THE INCOME FUND,
INSURED FUND, GOVERNMENT FUND, MONEY FUND OR TREASURY TRUST, WE
WILL SEND A STATEMENT OF YOUR ACCOUNT AT LEAST ONCE A MONTH AND
AFTER EVERY TRANSACTION THAT AFFECTS YOUR SHARE BALANCE AND/OR
ACCOUNT REGISTRATION.
Those investors who own solely Index Fund shares will receive statements at
least quarterly and after every transaction that affects their share balance
and/ or account registration. A statement with tax information will be mailed to
you by January 31 of each year, a copy of which will be filed with the IRS if it
reflects any taxable distributions. Twice a year you will receive our financial
statements, at least one of which will be audited.
--MANAGER'S NOTE: KEEP STATEMENTS YOU RECEIVE AFTER YOU BUY OR
SELL SHARES TO ASSIST IN RECORDKEEPING AND TAX CALCULATIONS.
The account statements you receive will show the total number of shares of a
Fund owned by you. You may rely on these statements in lieu of share
certificates which are not necessary and will not be issued.
We pay for regular reporting services, but not for special services, such as a
request for an historical transcript of an account. You may be required to pay a
separate fee for these special services.
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CONSOLIDATED MAILINGS
In an effort to reduce mailing costs, consolidated statements will be sent to
each registrant. Consolidated statements include a summary of all Funds held by
each registrant as identified by the first line of registration, social security
number and address zip code. Consolidated statements offer convenience to
investors by summarizing account information and reducing unnecessary mail. If
you do not wish this consolidation to apply to your account(s), please notify
the Fund of this in writing at the address on the cover page of this Prospectus.
OUR SHARE PRICES
--MANAGER'S NOTE: THE NUMBER OF SHARES YOUR MONEY BUYS REFLECTS
THE PER SHARE PRICE OF THE FUND YOU ARE BUYING ON THE DAY YOUR
TRANSACTION TAKES PLACE.
The net asset value of each Fund is computed by adding all of its portfolio
holdings and other assets, deducting its liabilities, and then dividing the
result by the number of shares outstanding in that Fund. Our Shareholder
Servicing Agent normally calculates this value for each Fund at 4:00 p.m.
Eastern or 1:00 p.m. Pacific Time on each day that the New York Stock Exchange
("NYSE") is open; however, the Money Fund's or Treasury Trust's net asset value
will not be calculated nor transactions processed on certain holidays observed
by national banks and/or our Shareholder Servicing Agent (Martin Luther King's
Birthday, Presidents Day, Columbus Day and Veterans Day) in addition to those on
which the NYSE is closed.
The share prices of the Income Fund, the Insured Fund, the Government Fund and
the Index Funds will vary over time as interest rates and the value of their
securities vary. Portfolio securities of the Index Funds that are listed on a
national exchange are valued at the last reported sale price. U.S. Treasury
Bills are valued at amortized cost, which approximates market value. Portfolio
securities of the Income Fund, the Insured Fund and the Government Fund are
valued by an independent pricing service that uses market quotations
representing the latest available bid price, prices provided by market makers,
or estimates of market values obtained from yield data relating to instruments
or securities with similar characteristics. Securities with remaining maturities
of 60 days or less are valued on the amortized cost basis as reflecting fair
value. All other securities are valued at their fair value as determined in good
faith by the respective Boards of Trustees.
The share price of the Government Fund, Income Fund, Insured Fund, 500 Fund and
MidCap Fund are reported by the National Association of Securities Dealers, Inc.
in the mutual funds section of most newspapers after
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the heading "California Trust"; The Government fund Nasdaq symbol is "CAUSX."
The symbol for the Income Fund is "CFNTX." The symbol for the 500 Fund is
"SPFIX". The symbol for the MidCap Fund is "SPMIX." The symbol for the Insured
Fund is "CATFX".
We attempt to maintain the Money Fund's and the Treasury Trust's price at $1.00
per share. Securities owned by the Money Fund and by the Treasury Trust are
valued on the basis of their amortized cost, which allocates evenly the income
earned from the date of purchase of a security until its maturity instead of
looking at actual changes in its market value. Calculations are made to compare
the value of these Funds' investments using the amortized cost method with
market values. Market valuations are obtained by using actual quotations
provided by independent pricing services, market makers, estimates of market
value, or values obtained from yield data relating to comparable classes of
money market instruments published by reputable sources. Securities for which
market valuations are not readily available or which are illiquid will be valued
at their fair values as determined in good faith by the respective Boards of
Trustees.
PERFORMANCE INFORMATION
All performance information published in advertisements, sales literature and
communications to investors, including various expressions of current yield,
effective yield, tax equivalent yield, total return and distribution rate, is
calculated and presented in accordance with the rules prescribed by the
Securities and Exchange Commission.
The Money Fund and the Treasury Trust may publish both a current yield and an
effective yield for specified 7-day periods. Current yield refers to the income
generated by an investment in the Fund over the specified period which is then
annualized (i.e., the amount of income generated by the investments during that
week is assumed to be generated each week over a 52-week period and is shown as
a percentage of the investment). Effective yield is calculated in a similar
manner, but, when annualized, the income earned by the investment is assumed to
be reinvested; effective yield will differ from current yield because of the
compounding effect of this assumed reinvestment. The Money Fund may also publish
tax equivalent versions of these yields, as described below.
It is our current practice to reflect changes in the portfolio values, if any,
of the Money Fund and the Treasury Trust in their daily dividend, and, for the
purpose of calculating their yield, any realized gains and losses or unrealized
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appreciation or depreciation is not included in their daily net investment
income.
The Income Fund, the Insured Fund and Government Fund may publish a current
yield over specified 30-day periods reflecting the income per share earned by
each respective Fund's investments. Current yield for these Funds is calculated
by dividing each Fund's annualized net investment income per share during the
specified period by the net asset value per share at the end of such period. The
Money Fund, the Income Fund and the Insured Fund also may publish a tax
equivalent yield demonstrating the yield from a taxable investment necessary to
produce an after-tax yield equivalent to the yields generated by these Funds,
which invest principally in tax-exempt obligations. Tax equivalent yield is
computed by dividing the tax-exempt portion of each respective Fund's current
(or effective) yield, calculated as indicated above, by one minus the stated
income tax rate and adding the product to that portion (if any) of the Fund's
yield that is not tax exempt.
From time to time each Fund may publish its total return. Yield information for
the Income Fund, the Insured Fund and the Government Fund will be accompanied by
total return information on these Funds. Total return information will state
each Fund's average annual compounded rates of return over the most recent four
calendar quarters and over the life of the Fund, based upon the value of shares
acquired through a hypothetical $10,000 investment at the beginning of the
specified period and the net asset value of such shares at the end of the period
assuming reinvestment of all distributions at net asset value. Each Fund
(including the Money Fund and the Treasury Trust) also may advertise aggregate
and average total return information over different periods of time. Aggregate
total return information is calculated in a manner similar to average annual
total return, except that the results are not annualized.
Each Fund also may publish a distribution rate in investor communications
preceded or accompanied by a copy of this Prospectus. The current distribution
rate for each Fund is calculated by dividing the annualization of the total
distributions made by the Fund during a stated period by the net asset value per
share at the end of such period. The distribution rate for a Fund may differ
from its yield because the distribution rate may be calculated for a different
period of time and may contain items of income that are not reflected in a
Fund's yield.
In each case, performance information will be based on past performance and will
reflect all recurring charges against Fund income. Performance information,
because it is based on historical data, is not intended to indicate future
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performance of any Fund. See the Statement of Additional Information for a more
detailed explanation and actual calculations of each Fund's yield for the 7-day
or 30-day period (as appropriate) ended August 31, 1995.
You may redeem all or a portion of your shares on any business day that the NYSE
is open. Your shares will be redeemed at the net asset value next calculated
after we have received your redemption request in proper form (see below).
Remember that we may hold payment until we are satisfied that we have collected
investments which were made by check. To avoid these possible delays, which
could be up to 12 calendar days, you should consider making your investment by
wire, following the instructions on page 44.
BY MAIL--
To: California Investment Send a "letter of instruction" specifying the
Trust Fund Group name of the Fund, the number of shares to be
44 Montgomery St. sold, your name, your account number, and the
Suite 2100 additional requirements listed below that
San Francisco, CA apply to your particular account.
94104
TYPE OF REGISTRATION REQUIREMENTS
Individual, Joint Letter of instruction by all person(s)
Tenants, Tenants In Common, required to sign for the account, exactly as
Sole Proprietorship, it is registered, accompanied by signature
Custodial Uniform Gifts guarantee(s).
to Minors Act, General
Partners Corporation, Letter of instruction and a corporate
Association resolution, signed by person(s) required to
sign for the account, accompanied by signature
guarantee(s).
Trust A letter of instruction signed by the
Trustee(s), with a signature guarantee. (If
the Trustee's name is not registered on your
account, also provide a copy of the trust
document, certified within the last 60 days.)
If you do not fall into any of these registration categories (e.g., Executors,
Administrators, Conservators, Guardians, etc.), please call the Funds for
further instructions.
Firstar requires that signature(s) be guaranteed by an eligible signature
guarantor such as a commercial bank, broker, dealer, credit union, securities
exchange or association, clearing agency or savings association.
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--MANAGER'S NOTE: WITH CHECKWRITING, OUR MOST CONVENIENT
REDEMPTION PROCEDURE, YOUR INVESTMENT WILL CONTINUE TO EARN INCOME
UNTIL THE CHECK CLEARS YOUR ACCOUNT. THIS CHECKWRITING FEATURE IS
NOT AVAILABLE FOR THE INDEX FUNDS.
By Check (except Index
Funds)--(Minimum $500) You must have applied for the checkwriting
feature of your account. You may redeem
provided that the proper signatures you
designated are on the check. (There is no
charge for this service and you may write an
unlimited number of checks.) The Checkwriting
feature is not available for the Index Funds.
FOR ALL OPTIONS BELOW, PLEASE CALL THE FUND AT 800-225-8878
By Exchange-- You must meet the minimum investment
requirement of the other Fund. You can only
exchange between accounts with identical
registration. Exchanges are accepted until
3:00 p.m., Eastern time (1:00 p.m., Pacific
Time).
By Wire-- You must have applied for the wire feature on
your account. We will notify you that this
feature is active and you may then make wire
redemptions by calling the Fund before 1:00
p.m., Pacific time. This means your money will
be wired to your bank the next business day.
There is a charge for each wire (currently
$7.50).
By Telephone-- Call the Fund at 800-225-8778. Give the name
of the Fund, the exact name in which your
account is registered, your account number,
the required identification number and the
number of shares or dollar amount that you
wish to redeem. TDD services for hearing
impaired shareholders are available for
telephone redemptions by calling (800)
864-3416.
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See the discussion of limitation of liability under "SHAREHOLDER
SERVICES"--"Free Exchange Privilege."
Retirement Plan shareholders should complete a Rollover-Distribution Election
Form.
REDEMPTION REQUIREMENTS TO REMEMBER
Before you redeem any shares in your account, please review the following
information:
Any redemption request we receive from you must be in proper form, which means,
among other things, that we must have a properly completed account application
on file for you, you must properly sign your request, and if you are a
corporation or another entity, we may require current corporate resolutions and
other documents and information. Once your shares are redeemed, we will normally
send you the proceeds within one day but not later than within seven days. When
the New York Stock Exchange is closed (or when trading is restricted) for any
reason other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the Securities and Exchange Commission
to merit such action, we may suspend redemption or postpone payment dates. If
you want to keep your account(s) open, please be sure that the value of all of
your accounts in the Funds combined does not fall below $5,000 ($1,000 in the
case of the Index Funds) because of redemptions. Otherwise, we may close them
and mail you the proceeds at the address we have in our records. We will give
you 30 days' written notice that your account(s) will be closed unless you make
an investment to increase your aggregated account balance(s) to the $5,000
minimum ($1,000 in the case of the Index Funds). If you close your account, any
accrued dividends will be paid as part of your redemption proceeds.
--MANAGER'S NOTE: YOU SHOULD NOT ATTEMPT TO CLOSE YOUR ACCOUNT BY
CHECK, SINCE YOU CANNOT BE SURE OF THE NUMBER OF SHARES AND VALUE
OF YOUR ACCOUNT. USE THE WIRE REDEMPTION OR MAIL REDEMPTION
FEATURE TO CLOSE YOUR ACCOUNT.
The share prices of the Income Fund, the Insured Fund, the Government Fund and
the Index Funds will fluctuate and you may receive more or less than your
original investment when you redeem. If you are an Income Fund, an Insured Fund
or a Government Fund shareholder, you should not attempt to draw a check for
more than 80% of the value of the shares in your account due to their potential
fluctuations. If you are a Money Fund or Treasury Trust shareholder, you should
not write a check on your account for more than the amount of money which is in
your account. In any Fund, if the amount of your check is greater than the value
of your account, your check will be returned to you unpaid and you may be
subject to extra charges and penalties. The Bank currently charges you $15 for
each check rejected because of an insufficient
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balance, and the bank where your check is deposited may charge the account in
which the check was deposited with additional amounts.
MISCELLANEOUS INFORMATION
The Trusts were organized as Massachusetts business trusts on September 11,
1985. The Agreement and Declaration of Trust for each Trust permits the Trustees
to issue an unlimited number of full and fractional shares of beneficial
interest without par value, which may be issued in any number of series (called
Funds). Such shares will have no preemptive, conversion, or sinking rights. You
have equal and exclusive rights to dividends and distributions declared by your
Fund and to the net assets of your Fund upon liquidation or dissolution.
As business trusts, we are not required, nor do we intend, to hold annual
shareholder meetings. However, we may hold special meetings for a specific Fund
or a Trust as a whole for purposes such as electing Trustees, changing
fundamental policies, or approving an investment management agreement. You also
have equal rights as to voting and vote separately by Fund as to issues
affecting only your Fund (such as changes in fundamental investment policies and
objectives). Your voting rights are not cumulative, so that the holders of more
than 50% of the shares voting in any election of Trustees can, if they choose to
do so, elect all of the Trustees. Meetings of shareholders may be called by the
Trustees in their discretion or upon demand of the holders of 10% or more of the
outstanding shares of any Fund for the purpose of electing or removing Trustees.
Our Board of Trustees may from time to time offer other Funds of either Trust,
the assets and liabilities of which will likewise be separate and distinct from
any other Fund of either Trust. Although this offering of shares of each of our
Funds constitutes a separate and distinct offering of such shares, it is
possible that a Fund might become liable for any misstatements or omissions from
this Prospectus or the Statement of Additional Information about one of the
other Funds. The Board of Trustees of each Trust has considered this factor with
respect to each Trust in approving the use of a single, combined Prospectus and
a joint Statement of Additional Information for all of the Funds.
The following have been appointed by the Board of Trustees to serve the Trusts
and the Funds:
Custodian Bank, Shareholder Servicing and Transfer Agent: Firstar Trust Company,
615 East Michigan Street, Milwaukee, Wisconsin 53202.
Legal Counsel: The validity of the shares of beneficial interest offered hereby
will be passed upon by Heller, Ehrman, White & McAuliffe, 333 Bush Street, San
Francisco, California 94104.
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Auditors: Tait, Weller & Baker, Two Penn Center Plaza, Suite 700, Philadelphia,
Pennsylvania 19102-1707.
Distributor: RFS Partners, 44 Montgomery Street, Suite 2100, San Francisco,
California 94104.
THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED IN ANY
STATE IN WHICH THE OFFERING IS UNAUTHORIZED. NO SALESMAN, DEALER OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR IN THE STATEMENT OF ADDITIONAL
INFORMATION.
GLOSSARY
TAX ANTICIPATION NOTES are issued to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenue,
to be payable from these specific future taxes.
REVENUE ANTICIPATION NOTES are issued in expectation of receipt of other kinds
of revenue, such as federal revenues available under the Federal Revenue Sharing
Program.
BOND ANTICIPATION NOTES are normally issued to provide interim financing until
long-term financing can be arranged. The long-term bonds then provide the money
for the repayment of the Notes.
CONSTRUCTION LOAN NOTES are sold to provide construction financing. After
successful completion and acceptance, many projects receive permanent financing
through the Federal Housing Administration under FNMA (the Federal National
Mortgage Association) or GNMA (the Government National Mortgage Association.)
PROJECT NOTES are instruments sold by the Department of Housing and Urban
Development but issued by a state or local housing agency.
SHORT-TERM DISCOUNT NOTES (tax-exempt commercial paper) are promissory notes
issued by municipalities to supplement their cash flow. The ratings A-1 and
Prime-1 are the highest commercial paper ratings assigned by S&P and Moody's.
VARIABLE RATE obligations provide for adjustment in interest rates (which are
set as a percentage of a designated base rate such as the prime rate of a bank
or the 90-day U.S. Treasury Bill rate) on specific dates, while floating rate
obligations have an interest rate which changes whenever there is a change in a
designated base rate. Their relationship to the designated base rate means they
are less subject to fluctuations in value. Our investment in these obligations
will normally involve industrial development revenue bonds.
CERTIFICATES OF PARTICIPATION represent an undivided interest in municipal
obligations which are generally owned by a financial institution (primarily
56
<PAGE> 64
banks) and provide for ownership in proportion to a Fund's interest compared to
the total principal amount of the underlying obligation. Each certificate of
participation is backed by an irrevocable letter of credit or guaranty of a
bank. We generally have the right to sell the instrument back to the issuing
bank or draw on the letter of credit on demand (after seven days' notice, at
most).
DEMAND FEATURE AND PUTS. The variable and floating rate obligations described
above may have a "demand feature" which means a Fund can demand payment at par
plus accrued interest from the issuer or another party on short notice
(generally not to exceed seven days) prior to specified notice dates. We will
consider the maturities of these adjustable rate demand instruments to be the
longer of the specified notice periods or the periods remaining until the next
rate adjustment, even though the stated maturity of the instrument may be
longer. Some of these instruments may be secured by letters of credit or another
credit support arrangement provided by banks. In addition, we may purchase
certain instruments (which may or may not have adjustable rates) which are
payable on demand only on a specified date or series of dates; in any such case
the next demand date will be treated as the maturity of the instrument. Purchase
of these securities with these demand features normally results in a yield to
maturity lower than that available on comparable securities without a demand
feature.
Each Fund may acquire a right to sell a security back to the issuer or to
another party in order to enhance liquidity. Such a right entitles the Fund to
"put" securities back to the issuer or to another party within a specified
period of time or on a date certain at an agreed upon price. The maturity of an
obligation on which we have purchased a put will be the earliest date certain on
which we can require payment.
In all cases receipt of payment for a security subject to a demand feature or
a put depends on the ability of the other party to pay for the security when
requested. We will limit these transactions to institutions which the Manager
believes present minimal credit risks.
(See the Statement of Additional Information of the Trusts for further
information on these investment vehicles.)
57
<PAGE> 65
CALIFORNIA INVESTMENT
TRUST FUND GROUP
44 Montgomery Street
Suite 2100
San Francisco, California 94104
(415) 398-2727
(800) 225-8778
TRUSTEES AND OFFICERS
Richard F. Shelton
President and Trustee
John Robert Hill,
Vice President, Secretary
and Trustee
Harry Holmes,
Trustee
Phillip W. McClanahan,
Vice President, Treasurer
and Trustee
John B. Sias
Trustee
INVESTMENT MANAGER
CCM PARTNERS
44 Montgomery Street
Suite 2100
San Francisco, California 94104
LEGAL COUNSEL
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104
<PAGE> 66
If you have any questions please call us at 1(800) 225-8778
<TABLE>
<S> <C> <C>
44 Montgomery Street Suite 2100
San Francisco, California 94104
ACCOUNT ENROLLMENT FORM [LOGO] 1(800) 225-8778
-------------------------------------------
(Do not use this form for retirement plans.
Request special application.)
Date: ------------------
</TABLE>
- --------------------------------------------------------------------------------
1. INVESTMENT OPTIONS
check the Fund(s) being purchased
Investment Amount: $
----------------------------- Make check payable to the Fund being purchased.
<TABLE>
<S> <C>
California Tax-Free Income Fund $10,000 min The United States Treasury
Trust $10,000 min
California Insured Intermediate Fund $10,000 min U.S. Government Securities Fund $10,000 min
California Tax-Free Money Market Fund $10,000 min S & P 500 Index Fund $5,000 min
S & P MidCap Index Fund $5,000 min
</TABLE>
- --------------------------------------------------------------------------------
2. REGISTRATION -- Please Print Please Check One:
<TABLE>
<S> <C> <C>
---------------------------------------------------------------
Individual Custodian
--------------------------------------------------------------- Joint Tenant Other (corporation, trust,
partnership)
---------------------------------------------------------------- Gift to Minor -----------------------
Social Security Number/Tax ID: ------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 67
3. MAILING ADDRESS
<TABLE>
<S> <C> <C>
Address:
--------------------------------------------------------------------------------------------------------------
City: State: Zip Code:
------------------------------------------------------- ----------------------- ----------------------------
Daytime phone number: ( )
--------- ------------------------------------------------
Check here if you would like duplicate statements mailed to another address:
Name:
--------------------------------------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------------------------------------
City: State: Zip Code:
------------------------------------------------------- ------------------------ ---------------------------
</TABLE>
- --------------------------------------------------------------------------------
4. REINVESTMENT OPTIONS Check one. Reinvestment will occur if no box is
checked.
REINVESTMENT -- All your dividends will be reinvested in your account.
CASH -- All your dividends will be paid to you or your bank account.
CASH AND STOCK -- Your income dividends will be reinvested, but your
capital gains will be paid to you or your bank account.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
5. TELEPHONE PRIVILEGES
TELEPHONE EXCHANGE -- Permits exchanges among Funds Bank or Broker:
of California Investment Trust Group Funds. ------------------------------------------------------
TELEPHONE REDEMPTION -- Permits redemption proceeds Branch and Address:
to be mailed or transmitted via Federal funds wire ------------------------------------------------------
to my account designated here. Please attach a blank City:
check or deposit slip. ------------------------------------------------------
State: Zip Code:
------------------------------------------------------
ABA #:
------------------------------------------------------
Account and Number:
------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
6. SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING
This order is subject to acceptance by the Fund. Receipt of the current
prospectus is hereby acknowledged I (we) authorize Firstar Trust Company
to act upon instructions received by telephone believed by it to be
genuine for those privileges I(we) have selected. The following is
required by federal tax law to avoid 31% backup withholding; "By signing
below, I certify under penalties of perjury that the social security or
tax payer identification number entered above is correct (or I am waiting
for that number to be issued to me) and that I have not been notified by
the IRS that I am subject to back up withholding unless I have checked
the box." If you have been notified by the IRS that you are subject to
backup withholding check this box: .
<PAGE> 68
-------------------------------------------------------------------------
SIGNATURE Owner Trustee Custodian
-------------------------------------------------------------------------
SIGNATURE of Joint Owner (if any)
- --------------------------------------------------------------------------------
7. CHECKING ACCOUNT THIS IS AVAILABLE FOR ALL FUNDS EXCEPT THE S&P 500 INDEX
FUND AND THE S&P MIDCAP INDEX FUND
I (we) hereby elect redemption by special check drawn against my (our)
California Investment Trust Fund account (minimum check $500). Note:
When electing check withdrawal, sign the signature card below.
FIRSTAR TRUST COMPANY -- SIGNATURE CARD
<TABLE>
<S> <C> <C>
SPECIAL REDEMPTION ACCOUNT Account No.
FOR SHAREHOLDERS OF -------------------------------------------------------
CALIFORNIA INVESTMENT TRUST FUND GROUP Please check / / California Tax-Free Money Market
appropriate Fund
box: / / California Insured Intermediate
Fund
/ / California Tax-Free Income Fund
/ / The United States Treasury Trust
/ / U.S. Government Securities Fund
</TABLE>
---------------------------------------------------------------------------
Name(s) of registered owner(s) of shares of California Investment Trust
Fund Group
All registered owner(s) of California Investment Trust Fund Group shares
named above must sign below.
By signing this card the signatory(s) agree(s) to all terms and conditions
set forth herein.
<TABLE>
<S> <C>
SIGNATURES TAX IDENTIFICATION NUMBER
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
</TABLE>
/ / Check here if both signatures are required on checks
/ / Check here if only one signature is required on checks.
(See reverse side for Terms and Conditions)
<PAGE> 69
ACCOUNT OPTIONS
- ----------------------------
- --------------------------------------------------------------------------------
8. AUTOMATIC INVESTMENT PLAN
Please start my Automatic Investment Plan beginning:
Month
----------------------
Year
----------------------.
I hereby instruct Firstar Trust Company, Transfer Agent for California
Investment Trust Fund Group, to automatically transfer $
---------------------- (minimum $250) from my checking account, NOW or
savings account named below on the --------------------------------------
day of each month or the first business day thereafter. I understand
that I will be assessed a $15.00 fee if the automatic purchase cannot be
made due to insufficient funds, stop payment, or for any other reason.
Name(s) on Bank Account
-------------------------------------------------------------------------
Account Number
-------------------------------------------------------------------------
Bank Name
-------------------------------------------------------------------------
Branch and Address:
-------------------------------------------------------------------------
City:----------------------------------- State: -------------------------
Zip Code: ------------------------------
Signature of Bank Account Owner
-------------------------------------------------------------------------
Signature of Joint Owner
-------------------------------------------------------------------------
Your signed application must be received at least 15 days prior to
initial transaction. An unsigned check or deposit slip is required with
your application.
- --------------------------------------------------------------------------------
<PAGE> 70
9. SYSTEMATIC WITHDRAWAL PLAN
Systematic withdrawal Plan beginning:
Month
-----------------------
Year
----------------------- (minimum $100.00)
Payments Made: Monthly Quarterly
Indicate if payments are to be made to someone other than registered
owner:
Name:
-------------------------------------------------------------------------
Address:
-------------------------------------------------------------------------
TERMS AND CONDITIONS
1. REDEMPTION AUTHORIZATION: The signatory(s) whose signature(s) appear on the
reverse side, intending to be legally bound, hereby agree each with the other
and with Firstar Trust Company that the bank is appointed agent for such
person(s) and, as such agent, is directed to request Firstar Trust Company, the
transfer agent for California Investment Trust Fund Group (the Fund) to redeem
shares of the Fund, registered in the name of such Signatory(s) upon receipt of,
and in the amount of, checks drawn upon the above-numbered account. The Fund or
its Transfer Agent shall deposit the proceeds of such redemptions in said amount
or otherwise arrange for application of such proceeds to payments of said
checks. The Bank and Transfer Agent are expressly authorized to commingle such
proceeds in this account with the proceeds of the redemption of the shares of
other stockholders of the Fund. The Signatory(s) understand that the Bank may
also act as an agent and custodian for the Fund.
The Bank and Transfer Agent are expressly authorized to honor checks as
redemption instructions hereunder without signature guarantees, and neither the
Fund's Transfer Agent, the Bank, or the Fund Group shall be liable for any loss
or liability resulting from the absence of any such guarantee.
2. CHECK PAYMENT: The Signatory(s) authorize and direct the Bank to pay each
check presented hereunder, subject to all laws and Bank rules and regulations
pertaining to checking accounts. In addition, the Signatory(s) agree(s) that:
(a) No check shall be issued or honored, or any redemption effected, in an
amount less than $500.
(b) No check shall be issued or honored, or any redemption effected, for any
amounts represented by shares for which certificates have been issued.
(c) No check shall be issued or honored, or redemption effected, for any
amounts represented by shares held less than 12 business days unless
payment for such shares has been made in full and any checks given in such
payment have been collected through normal banking channels.
(d) No check shall be honored unless the Fund has provided the Bank, from the
proceeds of redemption or otherwise, collected funds for the payment of
such check.
(e) Checks issued hereunder cannot be cashed over the counter at the Bank; and
(f) Checks shall be subject to any further limitations set forth in the
Prospectus issued by the Fund including without limitation any additions,
amendments and supplements thereto.
3. DUAL OWNERSHIP: If more than one person is indicated as a registered owner of
the shares of the Fund, as by joint ownership, ownership in common, or tenants
by the entireties, then (a) each registered owner must sign this signature card,
(b) each registered owner must sign each check issued hereunder unless the
parties indicated on the back of this card that only one need sign, in which
case the Bank and Transfer Agent are authorized to act upon such signature, and
(c) each signatory guarantees to Bank and Transfer Agent the genuineness and
accuracy of the signature of the other Signatory(s).
4. TERMINATION: The Bank or the Fund may at any time terminate this account,
related share redemption service and Bank's agency for the Signatory(s).
5. HEIRS AND ASSIGNS: These terms and conditions shall bind the respective
heirs, executors, administrators, and assigns of the Signatory(s).
<PAGE> 71
[LOGO]
44 MONTGOMERY STREET, SUITE 2100
SAN FRANCISCO, CA 94104
1 (800) 225-8778
<PAGE> 72
CALIFORNIA INVESTMENT TRUST II
FORM N-1A
------------------------------
PART B
STATEMENT OF ADDITIONAL INFORMATION
U.S. GOVERNMENT SECURITIES FUND
THE UNITED STATES TREASURY TRUST
S&P 500 INDEX FUND
S&P MIDCAP INDEX FUND
------------------------------
<PAGE> 73
CALIFORNIA INVESTMENT TRUST FUND GROUP(TM)
44 Montgomery Street, Suite 2100
San Francisco, California 94104
(415) 398-2727
Statement of Additional Information - January 1, 1996
The California Investment Trust Fund Group(TM) (the "Trusts") presently
consists of seven separate funds which are part of California Investment Trust
and California Investment Trust II (collectively the "Trusts"): California
Tax-Free Income Fund (the "Income Fund"), the California Insured Intermediate
Fund (the "Insured Fund"), California Tax-Free Money Market Fund (the "Money
Fund"), U.S. Government Securities Fund (the "Government Fund"), The United
States Treasury Trust (the "Treasury Trust"), the S&P 500 Index Fund (the "500
Fund") and the S&P MidCap Index Fund (the "MidCap Fund").
This Statement of Additional Information relates to all funds of the
Trusts. These funds are sometimes referred to herein collectively as the "Funds"
and individually as a "Fund."
California Tax-Free Income Fund and California Insured Intermediate Fund both
seek as high a level of income exempt from regular Federal income taxes and
California personal income taxes as is consistent with prudent investment
management and safety of capital. The Income Fund invests in intermediate and
long-term municipal bonds. The Insured Fund invests primarily in municipal
securities that are covered by insurance guaranteeing the timely payment of
principal and interest.
California Tax-Free Money Market Fund has the objectives of capital
preservation, liquidity, and the highest achievable current income, exempt from
regular Federal income taxes and California personal income taxes consistent
with safety. This Fund invests in short-term securities and attempts to maintain
a constant net asset value of $1.00 per share.
U.S. Government Securities Fund seeks safety from credit risk, liquidity, and as
high a level of income as is consistent with these objectives by investing in
full faith and credit obligations of the U.S. Government and its agencies or
instrumentalities, primarily GNMA Certificates.
The United States Treasury Trust seeks capital preservation, safety, liquidity,
and, consistent with these objectives, the highest attainable current income
exempt from state income taxes. This Fund will invest its assets only in
short-term U.S. Treasury securities and its income will be exempt from
California (and most other states') personal income taxes.
<PAGE> 74
S&P 500 Index Fund is a diversified mutual fund that seeks to provide investment
results that correspond to the total return of common stocks publicly traded in
the United States, as represented by the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500").
S&P MidCap Index Fund is a diversified mutual fund that seeks to provide
investment results that correspond to the total return of publicly traded common
stocks of medium-size domestic companies, as represented by the Standard &
Poor's MidCap 400 Index (the "MidCap Index").
The combined Prospectus for the Funds dated January 1, 1996, as may be
amended from time to time, provides the basic information you should know before
investing in a Fund, and may be obtained without charge from the Funds at the
above address. This Statement of Additional Information is not a prospectus. It
contains information in addition to and in more detail than set forth in the
Prospectus. This Statement is intended to provide you with additional
information regarding the activities and operations of the Trusts and each Fund,
and should be read in conjunction with the Prospectus.
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About the California Investment Trust Fund Group . . . . . . . . . . . . B-3
The Tax-Free Funds' Investment Objectives and Policies . . . . . . . . . B-3
Investment Objectives and Policies of the Government
Fund and the Treasury Trust . . . . . . . . . . . . . . . . . . . . . B-5
Investment Objectives and Policies of the Index Funds . . . . . . . . . . B-7
Description of Investment Securities and
Portfolio Techniques . . . . . . . . . . . . . . . . . . . . . . . . . B-7
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
Investment Management and Other Services . . . . . . . . . . . . . . . . B-25
The Trusts' Policies Regarding Broker-Dealers
Used for Portfolio Transactions . . . . . . . . . . . . . . . . . . . . B-29
Additional Information Regarding Purchases and
Redemptions of Fund Shares . . . . . . . . . . . . . . . . . . . . . . B-30
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-34
Yield Disclosure and Performance Information . . . . . . . . . . . . . . B-38
Miscellaneous Information . . . . . . . . . . . . . . . . . . . . . . . . B-44
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . B-46
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-47
</TABLE>
B-2
<PAGE> 75
ABOUT THE CALIFORNIA INVESTMENT TRUST FUND GROUP
The California Investment Trust Fund Group currently consists of two
diversified, open-end management investment companies, commonly called "mutual
funds": California Investment Trust ("CIT") and California Investment Trust II
("CIT II"). Each Trust issues its shares of beneficial interest with no par
value in different series, each known as a "Fund." Currently, CIT has three
separate Funds, each of which maintains a totally separate investment portfolio:
the Income Fund, the Money Fund, and the Insured Fund. CIT II currently has four
Funds, the Government Fund, the Treasury Trust, the 500 Fund and the MidCap
Fund. The Income Fund, the Money Fund and the Insured Fund are also referred to
herein as the "Tax-Free Funds." The 500 Fund and the MidCap Fund are also
referred to herein as the "Index Funds." The Government Fund was originally
named the "California GNMA Fund."
THE TAX-FREE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
The following information supplements each Tax-Free Fund's investment
objectives and basic policies as set forth in the Prospectus.
As noted in the Prospectus, each Tax-Free Fund seeks to provide
investors with income exempt from Federal income taxes and from California
personal income tax. The Tax-Free Funds generally are as fully invested as
practicable in municipal securities. However, because the Tax-Free Funds do not
presently intend to invest in taxable obligations, there may be occasions when,
as a result of maturities of portfolio securities or sales of Fund shares, or in
order to meet anticipated redemption requests, a Fund may hold cash which is not
earning income.
Under California law, a mutual fund, or series thereof, must have at
least 50% of its total assets invested in obligations that produce interest that
is exempt from California personal income tax if received by an individual
(including California state and local obligations, direct obligations of the
U.S. Government and obligations of certain U.S. territories and possessions) at
the end of each quarter of its taxable year in order to be eligible to pay
dividends to California residents which will be exempt from California personal
income tax. Accordingly, as described in the Funds' Prospectus, under normal
market conditions, each Tax-Free Fund attempts to invest 100% and, as a matter
of fundamental policy, invests at least 80% of the value of its net assets in
securities, the interest on which is exempt from regular Federal income taxes
and from California personal income tax, and is not subject to the Federal
alternative minimum tax. Thus, it is possible, although not anticipated, that up
to 20% of a Tax-Free Fund's assets could be invested in municipal securities
from another state and/or in taxable obligations.
B-3
<PAGE> 76
The Income Fund and the Insured Fund both seek as high a level of
income exempt from Federal and California personal income tax as is consistent
with prudent investment management and safety of capital. The Income Fund seeks
to reduce, to the extent possible, the credit risks of its portfolio by
investing in California municipal securities having at the time of purchase one
of the top four ratings, or if unrated, being of similar quality to one of the
top four ratings, of Standard & Poor's Corporation ("S&P"), Moody's Investors
Service ("Moody's"), or Fitch Investors Service, Inc. ("Fitch"). These are
considered to be "investment grade" securities, although securities rated Baa in
the fourth highest category are regarded as having an adequate capacity to pay
principal and interest but with greater vulnerability to adverse economic
conditions and to have some speculative characteristics. No more than 20% of the
Income Fund's total assets will be invested in securities in the fourth highest
category.
The Insured Fund seeks to reduce the credit risks of its portfolio by
investing in California municipal securities that are insured as to the timely
payment of principal and interest under an insurance policy obtained by the
issuer. The Insured Fund also may invest up to 20% of its total assets in
uninsured California municipal securities in one of the top two rating
categories or if unrated of similar quality to securities in one of the top two
ratings.
If the rating on an issue held in either the Income or the Insured
Fund's portfolio is downgraded, CCM Partners (the "Manager") will consider such
event in its evaluation of the overall investment merits of that security but
such consideration will not necessarily result in the automatic sale of the
security. When the Income or the Insured Fund invests in securities not rated by
S&P, Moody's, or Fitch, it is the responsibility of our Manager to evaluate them
and determine that they are of at least equal quality to rated securities.
The Money Fund invests in high-quality securities, whether rated or
unrated. Such issues include those rated, at the time of purchase, not lower
than Aa (applicable to municipal bonds), MIG-2 (applicable to municipal notes),
or P-1 (applicable to commercial paper) by Moody's; AA (bonds), SP-1 (notes), or
A-1 (commercial paper) by S&P; or AA (bonds), FIN-1+ (notes), or Fitch-2
(commercial paper) by Fitch. Generally, all of the instruments held by the Money
Fund are offered on the basis of a quoted yield to maturity and the price of the
security is adjusted so that relative to the stated rate of interest, it will
return the quoted rate to the purchaser.
Subsequent to its purchase by the Income Fund, the Insured Fund or the
Money Fund, a municipal security may be assigned a lower rating or cease to be
rated. Such an event would not necessarily require the elimination of the issue
from the portfolio, but the Manager will consider such an event in determining
whether the Income, the Insured Fund or the Money
B-4
<PAGE> 77
Fund should continue to hold the security in its portfolio. In addition to
considering ratings assigned by the rating services in its selection of
portfolio securities for the Income Fund or the Money Fund, the Manager
considers, among other things, information concerning the financial history and
condition of the issuer and its revenue and expense prospects and, in the case
of revenue bonds, the financial history and condition of the source of revenue
to service the debt securities.
INVESTMENT OBJECTIVES AND POLICIES OF THE
GOVERNMENT FUND AND THE TREASURY TRUST
The following information supplements the investment objectives and
basic policies of the Government Fund and the Treasury Trust as set forth in the
Prospectus.
The Government Fund seeks to provide safety from credit risk,
liquidity, and as high a level of income as is consistent with such objectives
by investing in full faith and credit obligations of the U.S. Government and its
agencies or instrumentalities. To achieve its objective, the Fund currently
invests primarily in "GNMA Certificates" (popularly called GNMA's or "Ginnie
Mae's"). GNMA's are Government National Mortgage Association mortgage-backed
securities representing part ownership of a pool of mortgage loans on real
property.
GNMA Certificates differ from bonds in that principal is scheduled to
be paid back by the borrower over the length of the loan rather than returned in
a lump sum at maturity. The Government Fund will purchase "modified
pass-through" type GNMA Certificates for which the payment of principal and
interest on a timely basis is guaranteed, rather than the "straight-pass
through" Certificates for which such guarantee is not available. The Government
Fund may also purchase "variable rate" GNMA Certificates or any other type which
may be issued with GNMA's guarantee. The balance of the Government Fund's assets
is invested in other securities issued or guaranteed by the U.S. Government,
including U.S. Treasury bills, notes, and bonds.
Securities of the type to be included in the Government Fund have
historically involved little risk of principal if held to maturity. However, due
to fluctuations in interest rates, the market value of such securities may vary
during the period of a shareholder's investment in the Government Fund.
GNMA Certificates are created by an "issuer," which is a Federal
Housing Administration ("FHA") approved lender, such as mortgage bankers,
commercial banks and savings and loan associations, who also meet criteria
imposed by GNMA. The issuer assembles a specific pool of mortgages insured by
either the FHA or the Farmers Home Administration or guaranteed by the Veterans
Administration. Upon application by the issuer, and after approval by GNMA of
the pool, GNMA provides its commitment to guarantee timely payment of principal
and interest on the GNMA
B-5
<PAGE> 78
Certificates secured by the mortgages included in the pool. The GNMA
Certificates, endorsed by GNMA, are then sold by the issuer through securities
dealers.
The GNMA guarantee of timely payment of principal and interest on GNMA
Certificates is backed by the full faith and credit of the United States. GNMA
may borrow U.S. Treasury funds to the extent needed to make payments under its
guarantee.
When mortgages in the pool underlying a GNMA Certificate are prepaid by
mortgagees or by result of foreclosure, such principal payments are passed
through to the Certificate holders (such as the Government Fund). Accordingly,
the life of the GNMA Certificate is likely to be substantially shorter than the
stated maturity of the mortgages in the underlying pool. Because of such
variation in prepayment rights, it is not possible to predict the life of a
particular GNMA Certificate, but FHA statistics indicate that 25 to 30 year
single-family dwelling mortgages have an average life of approximately 12 years.
Generally, GNMA Certificates bear a nominal "coupon rate" which
represents the effective FHA-Veterans Administration mortgage rates for the
underlying pool of mortgages, less GNMA and issuer's fees. Payments to holders
of GNMA Certificates consist of the monthly distributions of interest and
principal less the GNMA and issuer's fees. The actual yield to be earned by the
holder of a GNMA Certificate is calculated by dividing such payments by the
purchase price paid for the GNMA Certificate (which may be at a premium or a
discount from the face value of the Certificate). Monthly distributions of
interest, as contrasted to semi-annual distributions which are common for other
fixed interest investments, have the effect of compounding and thereby raising
the effective annual yield earned on GNMA Certificates.
The portion of the payments received by the Government Fund as a holder
of the GNMA Certificates which constitutes a return of principal is added to the
Government Fund's cash available for investment in additional GNMA Certificates
or other U.S. Government guaranteed securities. The interest portion received by
the Government Fund is distributed as net investment income to the Fund's
shareholders.
The Manager continually monitors the Government Fund's investments, and
changes are made as market conditions warrant. However, the Fund does not engage
in the trading of securities for the purpose of realizing short-term profits.
The Treasury Trust seeks capital preservation, safety, liquidity, and,
consistent with these objectives, the highest attainable current income exempt
from state income taxes, by investing exclusively in U.S. Treasury securities,
namely bills, notes or bonds which are direct obligations of the U.S.
Government. The Treasury Trust's net assets will at the time of investment have
remaining maturities of 397 days or less. The
B-6
<PAGE> 79
dollar weighted average maturity of its portfolio will generally be 90 days or
less and it will attempt to maintain a constant net asset value of $1.00 per
share.
INVESTMENT OBJECTIVES AND POLICIES OF THE INDEX FUNDS
As stated in the Prospectus, the investment objective of the 500 Fund
is to seek investment results that correspond to the total return (i.e., the
combination of capital changes and income) of common stocks publicly traded in
the United States, as represented by the S&P 500. The S&P 500 is a well-known
stock market index that includes common stocks of companies representing
approximately 69% of the market value of all common stocks publicly traded in
the United States. The Manager believes that the performance of the S&P 500 is
representative of the performance of publicly traded common stocks in general.
The investment objective of the MidCap Fund is to seek investment
results that correspond to the total return (i.e., the combination of capital
changes and income) of publicly traded common stocks of medium-size domestic
companies, as represented by the MidCap Index. The MidCap Index, representing
approximately 9% of the market value of all common stocks publicly traded in the
United States, is composed of 400 selected common stocks of medium-size domestic
companies with market capitalizations between $72 million and $6.5 billion. The
median market capitalization of the stocks in the MidCap Index is approximately
$1 billion.
DESCRIPTION OF INVESTMENT SECURITIES AND PORTFOLIO TECHNIQUES
Municipal Securities
The Prospectus and its Glossary briefly describe the general categories
and nature of municipal securities. Discussed below are the major attributes of
the various municipal and other securities in which each of the Tax-Free Funds
may invest and of the portfolio techniques the Income Fund or the Money Fund may
utilize.
Tax Anticipation Notes are used to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes. They are usually general
obligations of the issuer, secured by the issuer's taxing power for the payment
of principal and interest.
Revenue Anticipation Notes are issued in expectation of receipt of
other kinds of revenue, such as federal revenues available under the Federal
Revenue Sharing Program. They also are usually general obligations of the
issuer.
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Bond Anticipation Notes normally are issued to provide interim
financing until long-term financing can be arranged. The long-term bonds then
provide the money for the repayment of the notes.
Construction Loan Notes are sold to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through the Federal Housing Administration under the
Federal National Mortgage Association or the Government National Mortgage
Association.
Project Notes are instruments sold by the Department of Housing and
Urban Development but issued by a state or local housing agency to provide
financing for a variety of programs. They are backed by the full faith and
credit of the U.S. Government, and generally are for periods of one year or
less.
Short-Term Discount Notes (tax-exempt commercial paper) are short-term
(397 days or less) promissory notes issued by municipalities to supplement their
cash flow.
Municipal Bonds, which meet longer term capital needs and generally
have maturities of more than one year when issued, have two principal
classifications: general obligation bonds and revenue bonds.
1. General Obligation Bonds. Issuers of general obligation bonds
include states, counties, cities, towns and regional districts. The proceeds of
these obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and sewer
systems. The basic security behind general obligation bonds is the issuer's
pledge of its full faith, credit and taxing power for the payment of principal
and interest. The taxes that can be levied for the payment of debt service may
be limited or unlimited as to the rate or amount of special assessments.
2. Revenue Bonds. A revenue bond is not secured by the full faith,
credit and taxing power of an issuer. Rather, the principal security for a
revenue bond is generally the net revenue derived from a particular facility,
group of facilities, or, in some cases, the proceeds of a special excise or
other specific revenue source. Revenue bonds are issued to finance a wide
variety of capital projects including: electric, gas, water, and sewer systems;
highways, bridges, and tunnels; port and airport facilities; colleges and
universities; and hospitals. Although the principal security behind these bonds
may vary, many provide additional security in the form of a debt service reserve
fund which may be used to make principal and interest payments on the issuer's
obligations. Housing finance authorities have a wide range of security,
including partially or fully insured mortgages, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. Some authorities are provided further security in the form of a
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state's assurance (although without obligation) to make up deficiencies in the
debt service reserve fund.
Industrial Development Bonds which pay tax-exempt interest are in most
cases revenue bonds and are issued by or on behalf of public authorities to
raise money to finance various privately-operated facilities for business
manufacturing, housing, sports, and pollution control. These bonds are also used
to finance public facilities such as airports, mass transit systems, ports, and
parking. The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's user to meet its financial obligations
and the pledge, if any, of the real and personal property so financed as
security for such payment. As a result of 1986 federal tax legislation,
industrial revenue bonds may no longer be issued on a tax-exempt basis for
certain previously-permissible purposes, including sports and pollution control
facilities.
There may, of course, be other types of municipal securities that
become available which are similar to the foregoing described municipal
securities in which the Tax-Free Funds may invest.
Variable Rate Demand Notes ("VRDN's") are tax-exempt obligations which
contain a floating or variable interest rate adjustment formula and an
unconditional right of demand to receive payment of the unpaid principal balance
plus accrued interest upon a short notice period prior to specified dates,
generally at 30, 60, 90, 180, or 365 day intervals. The interest rates are
adjustable at intervals ranging from daily to six months. Adjustment formulas
are designed to maintain the market value of the VRDN at approximately the par
value of the VRDN upon the adjustment date. The adjustments are typically based
upon the prime rate of a bank or some other appropriate interest rate adjustment
index.
The Tax-Free Funds may also invest in VRDN's in the form of
participation interests ("Participating VRDN's") in variable rate tax-exempt
obligations held by a financial institution, typically a commercial bank
("institution"). Participating VRDN's provide the Tax-Free Funds with a
specified undivided interest (up to 100%) of the underlying obligation and the
right to demand payment of the unpaid principal balance plus accrued interest on
the Participating VRDN's from the institution upon a specified number of days'
notice, not to exceed seven days. In addition, the Participating VRDN is backed
by an irrevocable letter of credit or guaranty of the institution. The Tax-Free
Funds have an undivided interest in the underlying obligation and thus
participate on the same basis as the institution in such obligation except that
the institution typically retains fees out of the interest paid on the
obligation for servicing the obligation, providing the letter of credit and
issuing the repurchase commitment.
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VRDN's may be unrated or rated and their creditworthiness may be a
function of the creditworthiness of the issuer, the institution furnishing the
irrevocable letter of credit, or both. Accordingly, a Tax-Free Fund may invest
in such VRDN's the issuers or underlying institutions of which the Manager
believes are creditworthy and satisfy the quality requirements of each Tax-Free
Fund. The Manager will continuously monitor the creditworthiness of the issuer
of such securities and the underlying institution.
Periods of high inflation and periods of economic slowdown, together
with the fiscal measures adopted to attempt to deal with them, have seen wide
fluctuations in interests rates. While the value of the underlying VRDN may
change with changes in interest rates generally, the variable rate nature of the
underlying VRDN should minimize changes in the value of the instruments.
Accordingly, as interest rates decrease or increase, the potential for capital
appreciation and the risk of potential capital depreciation is less than would
be the case with a portfolio of fixed income securities. The Tax-Free Funds may
invest in VRDN's on which stated minimum or maximum rates, or maximum rates set
by state law, limit the degree to which interest on such VRDN's may fluctuate;
to the extent it does, increases or decreases in value may be somewhat greater
than would be the case without such limits. Because the adjustment of interest
rates on the VRDN's is made in relation to movements of various interest rate
adjustment indices, the VRDN's are not comparable to long-term fixed rate
securities. Accordingly, interest rates on the variable rate demand instruments
may be higher or lower than current market rates for fixed rate obligations of
comparable quality with similar maturities.
For purposes of determining whether a VRDN held by a Tax-Free Fund
matures within one year from the date of its acquisition, the maturity of the
instrument will be deemed to be the longer of (1) the demand period required
before the Tax-Free Fund is entitled to receive payment of the principal amount
of the instrument, or (2) the period remaining until the instrument's next
interest rate adjustment. The maturity of a VRDN will be determined in the same
manner for purposes of computing a Tax-Free Fund's dollar-weighted average
portfolio maturity.
Obligations with Puts Attached. Each Tax-Free Fund may purchase
municipal securities together with the right to resell the securities to the
seller at an agreed upon price or yield within a specified period prior to the
maturity date of the securities. Although it is not a put option in the usual
sense, such a right to resell is commonly known as a "put" and is also referred
to as a "stand-by commitment." The Tax-Free Funds will use such puts in
accordance with regulations issued by the Securities and Exchange Commission
("SEC"). The Manager understands that the Internal Revenue Service (the
"Service") has issued a revenue ruling to the effect that, under specified
circumstances, a registered investment company will be the owner
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of tax-exempt municipal obligations acquired subject to a put option. The
Service has also issued private letter rulings to certain taxpayers (which do
not serve as precedent for other taxpayers) to the effect that tax-exempt
interest received by a regulated investment company with respect to such
obligations will be tax-exempt in the hands of the company and may be
distributed to its shareholders as exempt-interest dividends. The Service has
subsequently announced that it will not ordinarily issue advance ruling letters
as to the identity of the true owner of property in cases involving the sale of
securities or participation interests therein if the purchaser has the right to
cause the security, or the participation interest therein, to be purchased by
either the seller or a third party. Each Tax-Free Fund intends to take the
position that it is the owner of any municipal obligations acquired subject to a
stand-by commitment or similar put right and that tax-exempt interest earned
with respect to such municipal obligations will be tax-exempt in its hands.
There is no assurance that stand-by commitments will be available to the
Tax-Free Funds nor have the Tax-Free Funds assumed that such commitments would
continue to be available under all market conditions.
U.S. Government Obligations, Other Securities and Portfolio Techniques
U.S. Government Obligations. U.S. Treasury obligations are issued by
the Treasury and include Treasury bills (maturing within one year of the date
they are issued), certificates of indebtedness, notes and bonds (issued with
maturities longer than one year). Such obligations are backed by the full faith
and credit pledge of the U.S. Government. Agencies and instrumentalities of the
U.S. Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmer's Home
Administration, Federal Home Loan Banks, the Federal Housing Administration,
Federal Intermediate Credit Banks, Federal Land Banks and the Federal National
Mortgage Association. Obligations are issued by such agencies or
instrumentalities in a range of maturities and may be either (1) backed by the
full faith and credit pledge of the U.S. Government, or (2) backed only by the
rights of the issuer to borrow from the U.S. Treasury. The Funds may only invest
in obligations backed by the U.S. Government's full faith and credit.
Repurchase Transactions. The Tax-Free Funds, the Government Fund and
the Index Funds may enter into repurchase agreements with government securities
dealers recognized by the Federal Reserve Board or with member banks of the
Federal Reserve System. Such a transaction is an agreement in which the seller
of U.S. Government securities agrees to repurchase the securities sold to the
Fund at a mutually agreed upon time and price. It may also be viewed as the loan
of money by the Fund to the seller. The resale price normally is in excess of
the purchase
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price, reflecting an agreed upon interest rate. The rate is effective for the
period of time in the agreement and is not related to the coupon rate on the
underlying security. The period of these repurchase agreements is usually short,
from overnight to one week, and in particular, at no time does the Money Fund
invest in repurchase agreements with a term of more than one year. The U.S.
Government securities which are subject to repurchase agreements, however, may
have maturity dates in excess of one year from the effective date of the
repurchase agreement. A Fund always receives as collateral U.S. Government
securities whose market value, including accrued interest, is at least equal to
100% of the dollar amount invested by the Fund in each agreement, and such Fund
makes payment for such securities only upon physical delivery or evidence of
book entry transfer to the account of its custodian. If the seller defaults, the
Fund might incur a loss if the value of the collateral securing the repurchase
agreement declines and might incur disposition costs in connection with
liquidating the collateral. A Fund may not enter into a repurchase agreement
with more than seven days to maturity if, as a result, more than 10% of the
market value of the Fund's total assets would be invested in such repurchase
agreements. With respect to the Tax-Free Funds and the Government Fund, the
Manager on an ongoing basis will review and monitor the creditworthiness of
institutions with which it has entered into repurchase agreements. The current
policy of the Index Funds is to limit repurchase agreements to those parties
whose creditworthiness has been reviewed and found satisfactory by Bank of
America NT&SA (Bank of America Capital Management, Inc.), the Index Funds'
sub-adviser (the "Sub-Adviser"), subject to the oversight of the Manager and the
Board of Trustees of California Investment Trust II.
When-Issued Purchases and Forward Commitments. New issues of Government
securities and municipal securities may be offered on a when-issued basis.
Accordingly, the Tax-Free Funds and the Government Fund may purchase securities
on a when-issued or forward commitment basis. When-issued purchases and forward
commitments involve a commitment by the Funds to purchase securities at a future
date. The price of the underlying securities (usually expressed in terms of
yield) and the date when the securities will be delivered and paid for (the
settlement date) are fixed at the time the transaction is negotiated.
The value of the securities underlying a when-issued purchase or a
forward commitment to purchase securities, and any subsequent fluctuations in
their value, is taken into account when determining a Fund's net asset value
starting on the day the Fund agrees to purchase the securities. Therefore, if
the Fund remains substantially fully invested at the same time that it has
committed to purchase securities on a when-issued or forward commitment basis,
its net asset value per share may be subject to greater price fluctuation. A
Fund does not earn interest on the securities it has committed to purchase until
they are paid for and delivered on the settlement date. Settlement of
when-issued
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purchases and forward commitments generally takes place within two months of the
date of the transaction, but delayed settlements beyond two months may be
negotiated.
The Funds make commitments to purchase securities on a when-issued or
forward commitment basis only with the intention of completing the transaction.
If deemed advisable as a matter of investment strategy, however, each Fund may
dispose of or renegotiate a commitment after it is entered into, and may sell
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date. In these cases a Fund may realize a capital
gain or loss.
When a Fund enters into a when-issued purchase or a forward commitment
to purchase securities, the Funds' Custodian will establish, and maintain on a
daily basis, a separate account of the Fund consisting of cash or portfolio
securities having a value at least equal to the amount of the Fund's purchase
commitments. These procedures are designed to insure that the Fund maintains
sufficient assets at all times to cover its obligations under when-issued
purchases and forward commitments.
Lending Portfolio Securities. Each of the Tax-Free Funds and the
Government Fund may lend up to 100% of its portfolio securities to
non-affiliated brokers, dealers, and financial institutions provided that cash
or U.S. Government securities equal to 100% of the market value of the
securities loaned is deposited by the borrower with the lending Fund and is
maintained each business day. As indicated in the Prospectus, although neither
Index Fund has any current intention to do so, each Index Fund may lend up to
10% of its portfolio securities to non-affiliated brokers, dealers and financial
institutions provided that cash or U.S. Government securities equal to 100% of
the market value of the securities loaned is deposited by the borrower with the
lending fund and is maintained each business day. While such securities are on
loan, the borrower will pay such Fund any income accruing thereon, and the Fund
may invest or reinvest the collateral (depending on whether the collateral is
cash or U.S. Government securities) in portfolio securities, thereby earning
additional income. Each Fund will not lend its portfolio securities if such
loans are not permitted by the laws or regulations of any state in which its
shares are qualified for sale. Loans are typically subject to termination by the
Fund in the normal settlement time, currently five business days after notice,
or by the borrower on one day's notice. Borrowed securities must be returned
when the loan is terminated. Any gain or loss in the market price of the
borrowed securities which occurs during the term of the loan inures to the
lending Fund and its shareholders. A Fund may pay reasonable finders',
borrowers', administrative, and custodial fees in connection with a loan of its
securities. The Manager (the Sub-Adviser in the case of the Index Funds) will
review and monitor the creditworthiness of such borrowers on an ongoing basis.
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Special Considerations Affecting Investment in California Municipal
Obligations. The Money Fund invests a high proportion of its assets in
California municipal securities. The Income Fund and the Insured Fund also
invest in California municipal securities. Payment of interest and preservation
of principal is dependent upon the continuing ability of California issuers
and/or obligors of state, municipal and public authority debt obligations to
meet their obligations thereunder. In addition to general economic pressures,
certain California constitutional amendments, legislative measures, executive
orders, administrative regulations and voter initiatives that could adversely
affect the state of California's ability to raise revenues to meet the financial
obligations. The following is not an exhaustive list, constitutes only a brief
summary, does not purport to be a complete description, and is based on
information drawn from official statements and prospectuses relating to
securities offerings of the State of California that have come to the attention
of the Tax-Free Funds and were available before the date of this Statement of
Additional Information. The Tax-Free Funds have not independently verified such
information.
As used below, "California Tax-Exempt Securities" includes issues
secured by a direct payment obligation of the State and obligations of other
issuers that rely in whole or in part on State revenues to pay their
obligations. Property tax revenues and part of the State's General Fund surplus
are distributed to counties, cities and their various taxing entities; whether
and to what extent a portion of the State's General Fund will be so distributed
in the future is unclear.
State Budgetary Considerations
Overview. From mid 1990 to late 1993, the State has faced the worst
economic, fiscal and budget conditions since the 1930's. While a steady recovery
has been underway since 1994, pre-recession employment levels are not expected
to be reached until later in the decade. Construction, manufacturing (especially
aerospace), exports and financial services, among others, have been severely
affected. This recession has seriously affected the State tax revenues, which
basically mirror economic conditions, and has caused increased expenditures for
health and welfare programs. The State is also facing a structural imbalance in
its budget with the largest programs supported by the General Fund growing at
rates significantly higher than the growth rates for the principal revenue
sources of the General Fund. As a result, the State has experienced chronic
budget imbalances. A consequence of the large budget imbalances has been that
the State depleted its available cash resources and has had to use a series of
external borrowings to meet its cash needs.
The State's accumulated budget deficit approached $2.8 billion at its
peak on June 30, 1993. Because of the deterioration in the State's financial
condition, the State's credit ratings have been reduced. Since October 1992,
three major nationally recognized statistical rating organizations have lowered
the State's general obligation bond rating from the highest rating of "AAA" to
"A" by S&P, "A1" by Moody's, and "A" by Fitch.
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State Appropriations Limit. Subject to certain exceptions, the State is
subject to an annual appropriations limit imposed by its Constitution on
"proceeds of taxes". Various expenditures, including but not limited to debt
service on certain bonds and appropriations for qualified capital outlay
projects, are not included in the appropriations limit.
Issues Affecting Local Governments and Special Districts
Proposition 13. Certain California Tax-Exempt Securities may be
obligations of issuers that rely in whole or in part on ad valorem real property
taxes for revenue. In 1978, California voters approved Proposition 13, which
amended the State Constitution to limit ad valorem real property taxes and
restrict the ability of taxing entities to increase property tax and other
revenues. With certain exceptions, the maximum ad valorem real property tax is
limited to 1% of the value of real property. The value of real property may be
adjusted annually for inflation at a rate not exceeding 2% per year, or reduced
to reflect declining value, and may also be adjusted when there is a change in
ownership or new construction with respect to the property. Constitutional
challenges to Proposition 13 to date have been unsuccessful.
The State, in response to the significant reduction in local property
tax revenues as a result of the passage of Proposition 13, enacted legislation
to provide local government with increased expenditures from the General Fund.
This post-Proposition 13 fiscal relief has, however, ended.
Proposition 62. This initiative placed further restrictions on the ability of
local governments to raise taxes and allocate approved tax revenues. Several
recent decisions of the California Courts of Appeal have held parts of
Proposition 62 unconstitutional. Recently, however, the California Supreme
Court upheld a requirement imposed by Proposition 62 that "special taxes" be
approved by two-thirds of the voters voting in an election on the issue. This
recent decision may invalidate other taxes that have been imposed by local
governments in California and make it more difficult for local governments to
raise taxes.
Propositions 98 and 111. These initiatives changed the State
appropriations limit and State funding of public education below the university
level by guaranteeing K-14 schools a minimum share of General Fund revenues. The
initiatives also require that the State establish a prudent reserve fund for
public education.
Appropriation Limit. Local governmental entities are also subject to
annual appropriations limits. If a local government's revenues in any year
exceed the limit, the excess must be returned to the public through a revision
of tax rates or fee schedules over the following two years.
Conclusion. The effect of these Constitutional and statutory changes
and of budget developments on the ability of California issuers to pay interest
and principal on their obligations remains unclear, and may depend upon whether
a particular bond is a general obligation or limited obligation bond (limited
obligation bonds being generally less affected). The Tax-free funds'
concentration in California Tax-Exempt Securities provides a greater level of
risk than a fund that is diversified across numerous state and municipal
entities.
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Additional Issues
Mortgages and Deeds of Trust. The Tax-Free Funds may invest in issues
that are secured in whole or in part by mortgages or deeds of trust on real
property. California law limits the remedies of a creditor secured by a mortgage
or a deed of trust, which may result in delays in the flow of revenues to, and
debt service paid by, an issuer.
Lease Financings. Some local governments and districts finance certain
activities through lease arrangements. It is uncertain whether such lease
financings are debt that requires voter approval.
Seismic Risk. It is impossible to predict the time, location, or
magnitude of a major earthquake or its effect on the California economy. In
January 1994, a major earthquake struck Los Angeles, causing significant damage
to structures and facilities in a four-county area. The possibility exists that
another such earthquake could create a major dislocation of the California
economy.
Stock Index Futures Contracts. The Index Funds may enter into
agreements to "buy" or "sell" a stock index at a fixed price at a specified
date. No stock actually changes hands under these contracts; instead, changes in
the underlying index's value are settled in cash. The cash settlement amounts
are based on the difference between the index's current value and the value
contemplated by the contract. An option on a stock index futures contract is an
agreement to buy or sell an index futures contract; that is, exercise of the
option results in ownership of a position in a futures contract. Most stock
index futures are based on broad-based common stocks, such as the Standard &
Poor's 500 Composite Stock Price Index (the "S&P 500") and the S&P MidCap 400
Stock Price Index (the "MidCap Index"), both registered trademarks of Standard &
Poor's Corporation. Other broad-based indices include the New York Stock
Exchange Composite Index, Value Line Composite Index and Standard & Poor's 100
Stock Index.
The Sub-Adviser expects that futures transactions for the 500 Fund and
the MidCap Fund will typically involve the S&P 500 and the MidCap Index,
respectively. Because the value of index futures depends primarily on the value
of their underlying indexes, the performance of broad-based contracts will
generally reflect broad changes in common stock prices. Each Fund's investments
may be more or less heavily weighted in securities of particular types of
issuers, or securities of issuers in particular industries, than the indexes
underlying its index futures positions. Therefore, while a Fund's index futures
positions should provide exposure to changes in value of the underlying indexes
(or protection against declines in their value in the case of hedging
transactions), it is likely that, in the case of hedging transactions, the price
changes of a Fund's index futures positions will not match the price changes of
the Fund's
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other investments. Other factors that could affect the correlation of a Fund's
index futures positions with its other investments are discussed below.
Futures Margin Payments. Both the purchaser and seller of a futures
contract are required to deposit "initial margin" with a futures broker (known
as a "futures commission merchant," or "FCM"), when the contract is entered
into. Initial margin deposits are equal to a percentage of the contract's value,
as set by the exchange where the contract is traded, and may be maintained in
cash or high quality liquid securities. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. The party that has a
gain may be entitled to receive all or a portion of this amount. Initial and
variation margin payments are similar to good faith deposits or performance
bonds, unlike margin extended by a securities broker, and initial and variation
margin payments do not constitute purchasing securities on margin for purposes
of the Fund's investment limitations. In the event of the bankruptcy of a FCM
that holds margin on behalf of a Fund, the Fund may be entitled to return of
margin owed to it only in proportion to the amount received by the FCM's other
customers. The Sub-Adviser will attempt to minimize this risk by monitoring the
creditworthiness of the FCMs with which the Index Funds do business.
Limitations on Stock Index Futures Transactions. Each Fund has filed a
notice of eligibility for exclusion from the definition of the term "commodity
pool operator" with the Commodity Futures Trading Commission (the "CFTC") and
the National Futures Association, which regulate trading in the futures markets.
Pursuant to Section 4.5 of the regulations under the Commodity Exchange Act,
each Fund may use futures contracts for bona fide hedging purposes within the
meaning of CFTC regulations; provided, however, that, with respect to positions
in futures contracts which are not used for bona fide hedging purposes within
the meaning of CFTC regulations, the aggregate initial margin required to
establish such position will not exceed five percent of the liquidation value of
each Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any such contracts into which the Fund has entered.
The Sub-Adviser also intends to follow certain other limitations on
each Fund's futures activities. Under normal conditions, a Fund will not enter
into any futures contract if, as a result, the sum of (i) the current value of
assets hedged in the case of strategies involving the sale of securities, and
(ii) the current value of the indexes or other instruments underlying the Fund's
other futures positions would exceed 20% of such Fund's total assets (35% if
total assets are below $25 million). In addition, each Fund does not intend to
enter into futures contracts that are not traded on exchanges or boards of
trade.
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The above limitations on the Index Funds' investments in futures
contracts, and these Funds' policies regarding futures contracts discussed
elsewhere in this Statement of Additional Information, are not fundamental
policies and may be changed as regulatory agencies permit.
Various exchanges and regulatory authorities have undertaken reviews of
futures trading in light of market volatility. Among the possible actions that
have been presented are proposals to adopt new or more stringent daily price
fluctuation limits for futures transactions, and proposals to increase the
margin requirements for various types of strategies. It is impossible to predict
what actions, if any, will result from these reviews at this time.
Each Index Fund may purchase index futures contracts in order to
attempt to remain fully invested in the stock market. For example, if a Fund had
cash and short-term securities on hand that it wished to invest in common
stocks, but at the same time it wished to maintain a highly liquid position in
order to be prepared to meet redemption requests or other obligations, it could
purchase an index futures contract in order to approximate the activity of the
index with that portion of its portfolio. Each Index Fund may also purchase
futures contracts as an alternative to purchasing actual securities. For
example, if a Fund intended to purchase stocks but had not yet done so, it could
purchase a futures contract in order to participate in the index's activity
while deciding on particular investments. This strategy is sometimes known as an
anticipatory hedge. In these strategies a Fund would use futures contracts to
attempt to achieve an overall return -- whether positive or negative -- similar
to the return from the stocks included in the underlying index, while taking
advantage of potentially greater liquidity that futures contracts may offer.
Although a Fund would hold cash and liquid debt securities in a segregated
account with a value sufficient to cover its open future obligations, the
segregated assets would be available to the Fund immediately upon closing out
the futures position, while settlement of securities transactions can take
several days.
When a Fund wishes to sell securities, it may sell stock index futures
contracts to hedge against stock market declines until the sale can be
completed. For example, if the Sub-Adviser anticipated a decline in common stock
prices at a time when a Fund anticipated selling common stocks, it could sell a
futures contract in order to lock in current market prices. If stock prices
subsequently fell, the futures contract's value would be expected to rise and
offset all or a portion of the anticipated loss in the common stocks the Fund
had hedged in anticipation of selling them. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of any gains from those securities. The success of this type of strategy
depends to a great extent on the degree of correlation between the index futures
contract and the securities hedged.
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Asset Coverage for Futures Positions. Each Index Fund will comply with
guidelines established by the SEC with respect to coverage of futures strategies
by mutual funds, and if the guidelines so require will set aside cash and
appropriate liquid assets (e.g., U.S. Government securities or other high grade
debt obligations) in a segregated custodial account in the amount prescribed.
Securities held in a segregated account cannot be sold while the futures or
option strategy is outstanding, unless they are replaced with other suitable
assets. As a result, there is a possibility that segregation of a large
percentage of a Fund's assets could impede portfolio management or such Fund's
ability to meet redemption requests or other current obligations.
Correlation of Price Changes. As noted above, price changes of a Fund's
futures positions may not be well correlated with price changes of its other
investments because of differences between the underlying indexes and the types
of securities the Fund invests in. For example, if a Fund sold a broad-based
index futures contract to hedge against a stock market decline while the Fund
completed a sale of specific securities in its portfolio, it is possible that
the price of the securities could move differently from the broad market average
represented by the index futures contract, resulting in an imperfect hedge which
could affect the correlation between the Fund's return and that of the
respective benchmark index. In the case of an index futures contract purchased
by the Fund either in anticipation of actual stock purchases or in an effort to
be fully invested, failure of the contract to track its index accurately could
hinder such Fund in the achievement of its objective.
Stock index futures prices can also diverge from the prices of their
underlying indexes. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
index, and the time remaining until expiration of the contract, which may not
affect security prices the same way. Imperfect correlation may also result from
differing levels of demand in the futures markets and the securities markets,
from structural differences in how futures and securities are traded, or from
imposition of daily price fluctuation limits for futures contracts. A Fund may
sell futures contracts with a greater or lesser value than the securities it
wishes to hedge in order to attempt to compensate for differences in historical
volatility between the futures contract and the securities, although this may
not be successful in all cases.
Liquidity of Futures Contracts. Because futures contracts are generally
settled within a day from the date they are closed out, compared with a
settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price
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fluctuation limits for futures contracts, and may halt trading if a contract's
price moves upward or downward more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached, it may be impossible
for a Fund to enter into new positions or close out existing positions. Trading
in index futures can also be halted if trading in the underlying index stocks is
halted. If the secondary market for a futures contract is not liquid because of
price fluctuation limits or otherwise, it would prevent prompt liquidation of
unfavorable futures positions, and potentially could require a Fund to continue
to hold a futures position until the delivery date regardless of potential
consequences. If a Fund must continue to hold a futures position, its access to
other assets held to cover the position could also be impaired.
INVESTMENT RESTRICTIONS
Except as noted with respect to any Fund, each Trust has adopted the
following restrictions as additional fundamental policies of each Fund, which
means that they may not be changed without the approval of a majority of the
outstanding voting securities of that Fund. Under the Investment Company Act of
1940, as amended ("1940 Act"), a "vote of a majority of the outstanding voting
securities" of the Trust or of a particular Fund means the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the Trust or of
such Fund, or (2) 67% or more of the shares of the Trust or of such Fund present
at a meeting of shareholders if more than 50% of the outstanding shares of the
Trust or of such Fund are represented at the meeting in person or by proxy. A
Fund may not:
1. Borrow money or mortgage or pledge any of its assets, except that
borrowings (and a pledge of assets therefor) for temporary or emergency purposes
may be made from banks in any amount up to 10% (15% in the case of the Index
Funds) of the total asset value. However, a Fund will not purchase additional
securities while the value of its outstanding borrowings exceeds 5% of its total
assets. Secured temporary borrowings may take the form of a reverse repurchase
agreement, pursuant to which a Fund would sell portfolio securities for cash and
simultaneously agree to repurchase them at a specified date for the same amount
of cash plus an interest component. (As a matter of operating policy, the Funds
currently do not intend to utilize reverse repurchase agreements, but may do so
in the future.)
2. Except as required in connection with permissible futures contracts
(Index Funds only), buy any securities on "margin" or sell any securities
"short," except that it may use such short-term credits as are necessary for the
clearance of transactions.
3. Make loans, except, (a) through the purchase of debt securities
which are either publicly distributed or customarily purchased by institutional
investors, (b) to the extent the entry
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into a repurchase agreement may be deemed a loan, or (c) to lend portfolio
securities to broker-dealers or other institutional investors if at least 100%
collateral, in the form of cash or securities of the U.S. Government or its
agencies and instrumentalities, is pledged and maintained by the borrower.
4. Act as underwriter of securities issued by other persons except
insofar as the Fund may be technically deemed an underwriter under the federal
securities laws in connection with the disposition of portfolio securities.
5. With respect to 75% of its total assets, purchase the securities of
any one issuer (except securities issued or guaranteed by the U.S. Government
and its agencies or instrumentalities, as to which there are no percentage
limits or restrictions) if immediately after and as a result of such purchase
(a) the value of the holdings of the Fund in the securities of such issuer
exceeds 5% of the value of the Fund's total assets, or (b) the Fund would own
more than 10% of the voting securities of any such issuer (both the issuer of
the municipal obligation as well as the financial institution/ intermediary
shall be considered issuers of a participation certificate), except that the
Insured Fund may invest more than 25% of its assets in securities insured by the
same insurance company.
6. Purchase securities from or sell to the Trust's officers and
Trustees, or any firm of which any officer or Trustee is a member, as principal,
or retain securities of any issuer if, to the knowledge of the Trust, one or
more of the Trust's officers, Trustees, or investment adviser own beneficially
more than 1/2 of 1% of the securities of such issuer and all such officers and
Trustees together own beneficially more than 5% of such securities
(nonfundamental for the Index Funds).
7. Acquire, lease or hold real estate, except such as may be necessary
or advisable for the maintenance of its offices, and provided that this
limitation shall not prohibit the purchase of securities secured by real estate
or interests therein.
8. (a) Invest in commodities and commodity contracts, or interests in
oil, gas, or other mineral exploration or development programs; provided,
however, that a Fund may invest in futures contracts as described in the
Prospectus and in this Statement of Additional Information (Index Funds only).
(b) Invest in commodities and commodity contracts, puts, calls,
straddles, spreads, or any combination thereof, or interests in oil, gas, or
other mineral exploration or development programs, except that the Government
Fund may purchase, hold, and dispose of "obligations with puts attached" in
accordance with its investment policies (all Funds except the Index Funds).
9. Invest in companies for the purpose of exercising control or
management.
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10. (a) Purchase securities of other investment companies, except to
the extent permitted by the 1940 Act and as such securities may be acquired in
connection with a merger, consolidation, acquisition, or reorganization (the
Index Funds only).
(b) Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization (all
Funds except the Index Funds).
11. Purchase illiquid securities, including (under current SEC
interpretations) securities that are not readily marketable, and repurchase
agreements with more than seven days to maturity if, as a result, more than 10%
of the total assets of the Fund would be invested in such illiquid securities.
12. Invest 25% or more of its assets in securities of any one industry,
although for purposes of this limitation, tax-exempt securities and obligations
of the U.S. Government and its agencies or instrumentalities are not considered
to be part of any industry (both the industry of the issuer of the municipal
obligation as well as the industry of the financial institution/intermediary
shall be considered in the case of a participation certificate), except that the
Insured Fund may invest more than 25% of its assets in securities insured by the
same insurance company.
In addition, each Index Fund has adopted the following restrictions as
operating policies, which are not fundamental policies, and may be changed
without shareholder approval in accordance with applicable regulations. Each
Index Fund may not:
1. Engage in short sales of securities.
2. Invest in warrants, valued at the lower of cost or market, in excess
of 5% of the value of a Fund's net assets. Included in such amount, but not to
exceed 2% of the value of the Fund's net assets, may be warrants that are not
listed on the New York Stock Exchange (the "NYSE") or American Stock Exchange.
Warrants acquired by a Fund in units or attached to securities may be deemed to
be without value.
3. Enter into a futures contract or option on a futures contract, if,
as a result thereof, more than 5% of the Fund's total assets (taken at market
value at the time of entering into the contract) would be committed to initial
deposits and premiums on open futures contracts and options on such contracts.
4. Invest more than 5% of its total assets in the securities of
companies (including predecessors) that have been in continuous operation for a
period of less than three years.
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<PAGE> 95
5. Invest in puts, calls, straddles or spread options, or any
combination thereof.
If a percentage restriction is adhered to at the time of investment, a
subsequent increase or decrease in a percentage resulting from a change in the
values of assets will not constitute a violation of that restriction, except as
otherwise noted.
TRUSTEES AND OFFICERS
The Trustees of each Trust have the responsibility for the overall
management of the Trust, including general supervision and review of its Funds'
investment activities. The Trustees elect the officers of each Trust who are
responsible for administering the day-to-day operations of such Trust and its
Funds. The affiliations of the officers and Trustees and their principal
occupations for the past five years are listed below. The Trustees and officers
of each Trust are identical. Trustees who are deemed to be "interested person"
of the Trust, as defined in the 1940 Act, are indicated by an asterisk (*).
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<PAGE> 96
<TABLE>
<CAPTION>
Positions and
Offices with Principal Occupations
Name and Address the Trust During Past Five Years
---------------- ------------- ----------------------
<S> <C> <C>
*Richard F. Shelton President Chief Executive Officer, CCM Partners; 1982-
44 Montgomery Street and Trustee 1984: General Partner, Senior Vice President,
Suite 2100 and Director, Hambrecht & Quist and President
San Francisco, CA 94104 and Director, Hambrecht & Quist Management
Corporation; 1963-1982: Resident Manager,
General Partner, Senior Vice President and
Director, PaineWebber Jackson & Curtis.
*John R. Hill Vice President, Director of Marketing, CCM Partners; 1975-1985:
44 Montgomery Street Secretary and Trustee President and Director, The Great American Seed
Suite 2100 Company, Inc.
San Francisco, CA 94104
*Phillip W. McClanahan Vice President, Director of Investments, CCM Partners; 1984-
44 Montgomery Street Treasurer and 1985: Vice President and Portfolio Manager,
Suite 2100 Trustee Transamerica Investment Services; 1966-1984:
San Francisco, CA 94104 Vice President and Portfolio Manager, Fireman's
Fund Insurance Company and Amfire, Inc.
Harry Holmes Trustee Principal, Harry Holmes & Associates
Del Ciervo at Midwood (consulting); 1982-1984: President and Chief
Pebble Beach, CA 93953 Executive Officer, Aspen Skiing Company; 1973-
1984: President and Chief Executive Officer,
Pebble Beach Company.
John B. Sias Trustee President and CEO, Chronicle Publishing Company,
c/o Chronicle Publishing 1993 to present; formerly, Director and
Company Executive Vice President, Capital Cities/ABC
901 Mission Street Inc. and President, ABC Network T.V. Group.
San Francisco, CA 94103
</TABLE>
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<PAGE> 97
<TABLE>
<S> <C> <C>
Stephen C. Rogers Accounting and Compliance Administrative officer, CCM Partners; 1992 to
44 Montgomery Street Officer 1993: Marketing Representative, CCM Partners;
Suite 2100 1990 to 1992: Marketing Representative, Xerox
San Francisco, CA 94104 Corporation.
</TABLE>
As of November 30, 1995 the Trustees and officers, as a group, held in
the aggregate less than 1% of the shares of each of the Funds, while RFS
Partners, General Partner of the Manager, held less than 1% of the outstanding
shares of the Government Fund. Messrs. Holmes and Sias, who are not interested
persons of the Trusts, are paid an aggregate annual fee of $10,000, plus $500
for each Board of Trustees meeting attended.
INVESTMENT MANAGEMENT AND OTHER SERVICES
Management Services
CCM Partners, a California Limited Partnership (the "Manager"), is the
Manager of the Income Fund, the Money Fund, the Insured Fund, the Government
Fund, the Treasury Trust, the 500 Fund and the MidCap Fund, under Investment
Management Agreements dated December 27, 1985, October 15, 1992, December 31,
1985 and April 13, 1992, respectively. (Such Investment Management Agreements
are collectively referred to as the "Agreements.") Pursuant to the Agreements,
the Manager supplies investment research and portfolio management, including the
selection of securities for the Funds to purchase, hold, or sell and the
selection of brokers or dealers through whom the portfolio transactions of each
Fund are executed. With respect to the Index Funds, the Manager intends to
delegate these latter functions to the Sub-Adviser (see below). The Manager's
activities are subject to review and supervision by the Trustees to whom the
Manager renders periodic reports of the Funds' investment activities. The
Manager, at its own expense, also furnishes the Trusts with executive and
administrative personnel, office space and facilities, and pays certain
additional administrative expenses incurred in connection with the operation of
each Fund.
Each Fund pays for its own operating expenses and for its share of its
respective Trust's expenses not assumed by the Manager, including, but not
limited to, costs of custodian services, brokerage fees, taxes, interest, costs
of reports and notices to shareholders, costs of dividend disbursing and
shareholder record-keeping services (including telephone costs), auditing and
legal fees, the fees of the independent Trustees and the salaries of any
officers or employees who are not affiliated with the Manager, and its pro rata
portion of premiums on the fidelity bond covering the Fund.
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<PAGE> 98
For the Manager's services, each Fund (except the Index Funds) pays a
monthly fee computed at the annual rate of 1/2 of 1% (0.50%) of the value of the
average daily net assets of each Fund up to and including assets of $100
million; plus 45/100 of 1% (0.45%) per annum of average net assets over $100
million up to and including $500 million; and 4/10 of 1% (0.40%) per annum of
average net assets over $500 million. For the Manager's services, the Manager is
entitled to a monthly fee from the MidCap Fund computed at the annual rate of
4/10 of 1% (0.40%) of the value of its average daily net assets. The Manager is
also entitled to a monthly fee from the 500 Fund computed at the annual rate of
25/100 of 1% (0.25%) of the value of its average daily net assets.
Until March 1, 1993, the Money Fund was a party to a separate
Administration Agreement with the Manager, whereby the Manager provided or paid
for all of the Money Fund's operating expenses, other than investment advisory
fees and extraordinary expenses, in return for an annual fee of 0.15% of the
Money Fund's average daily net assets. For the fiscal years ended August 31,
1993 and August 31, 1992, the Manager received an administration fee of $58,551
and $137,955, respectively.
The Agreements provide that the Manager is obligated to reimburse each
of the other Funds monthly (through a reduction of its management fees and
otherwise) for all expenses (except for extraordinary expenses such as
litigation), in excess of 1.00% of each Fund's average daily net assets. The
Manager may also, and has to date, reduced its fees in excess of its obligations
under the Agreements. In the event the operating expenses of a Fund (including
the fees payable to the Manager, but excluding taxes, interest, brokerage, and
extraordinary expenses) for any fiscal year exceed the expense limitations
applicable to such Fund imposed by state securities laws or any regulations
thereunder, the Manager will reduce its fee by the extent of such excess and, if
required pursuant to any such laws or regulations, will reimburse the Fund in
the amount of such excess. At present, the most restrictive expense limitation
would require the Manager to reimburse a Fund in the event that during any
fiscal year of such Fund's ordinary operating expenses were to exceed 2.5% of
the Fund's first $30 million of average net assets, 2.0% of the next $70 million
of average net assets, and 1.5% of the remaining average net assets. The Manager
is legally obligated to refund some or all of its management fee if such
expenses exceed this expense limitation. The payment of the management fee at
the end of any month is reduced so that there is no accrued but unpaid liability
under these expense limitations.
For the fiscal year ended August 31, 1992, the Manager did not receive
a management fee from the Money Fund; the Manager received a management fee of
$903,975 from the Income Fund, and did not make any reimbursements; the Manager
received a fee of $285,777 from the Government Fund and reimbursed that Fund
$144,804, which resulted in a net management fee of $140,973; the Manager
received a fee of $99,628 from the Treasury Trust and
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<PAGE> 99
reimbursed that Fund $95,660, which resulted in a net management fee of $3,968.
For the fiscal year ended August 31, 1993, the Manager received a fee
of $160,619 from the Money Fund and reimbursed that Fund $107,397, which
resulted in a net management fee of $53,522; the Manager received a management
fee of $1,147,159 from the Income Fund, and did not make any reimbursements; the
Manager received a fee of $180,218 from the Government Fund and reimbursed that
Fund $82,982, which resulted in a net management fee of $97,236; the Manager
received a fee of $234,876 from the Treasury Trust and reimbursed that Fund
$153,577, which resulted in a net management fee of $81,299; the Manager
received a fee of $24,183 from the Insured Fund and reimbursed that Fund
$89,131, which resulted in a net gain to that Fund of $64,948 to defray other
expenses.
For the fiscal year ended August 31, 1994, the Manager received a fee
of $392,554 from the Money Fund and reimbursed that Fund $257,901, which
resulted in a net management fee of $134,653; the Manager received a management
fee of $1,189,430 from the Income Fund, and did not make any reimbursements; the
Manager received a fee of $168,965 from the Government Fund and reimbursed that
Fund $35,484, which resulted in a net management fee of $133,481; the Manager
received a fee of $110,942 from the Treasury Trust and reimbursed that Fund
$52,550, which resulted in a net management fee of $58,392; the Manager received
a fee of $86,437 from the Insured Fund and reimbursed that Fund $72,401 which
resulted in a net gain to that Fund of $14,036 to defray other expenses.
For the fiscal year ended August 31, 1995, the Manager received a fee
of $420,624 from the Money Fund and reimbursed that Fund $214,505, which
resulted in a net management fee of $206,119; the Manager received a management
fee of $943,027 from the Income Fund, and did not make any reimbursements; the
Manager received a fee of $139,656 from the Government Fund and reimbursed that
Fund $30,584 which resulted in a net management fee of $109,072; the Manager
received a fee of $144,720 from the Treasury Trust and reimbursed that Fund
$63,017, which resulted in a net management fee of $81,703; the Manager received
a fee of $108,729 from the Insured Fund and reimbursed that Fund $34,227 which
resulted in a net management fee of $74,502.
For the fiscal year ended August 31, 1993, the Manager received a fee
of $40,306 from the MidCap Fund and reimbursed that Fund $120,060, which
resulted in a net amount to the Fund of $79,754 to defray other expenses; the
Manager received a fee of $19,591 from the 500 Fund and reimbursed that Fund
$103,315, which resulted in a net amount to the Fund of $83,724 to defray other
expenses.
For the fiscal year ended August 31, 1994, the Manager received a fee
of $77,415 from the MidCap Fund and reimbursed that Fund $110,314, which
resulted in a net amount to the Fund of
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<PAGE> 100
$32,899 to defray other expenses; the Manager received a fee of $32,897 from the
500 Fund and reimbursed that Fund $106,723, which resulted in a net amount to
the Fund of $73,826 to defray other expenses.
For the fiscal year ended August 31, 1995, the Manager received a fee
of $89,035 from the MidCap Fund and reimbursed that Fund $88,110 which resulted
in a net management fee of $925.00; the Manager received a fee of $41,579 from
the 500 Fund and reimbursed that Fund $97,742, which resulted in a net amount to
the Fund of $56,163 to defray other expenses.
The Manager has retained Bank of America NT&SA (Bank of America Capital
Management, Inc.) to act as Sub-Adviser to the MidCap Fund and the 500 Fund,
subject to supervision by the Manager and the Trust's Board of Trustees. Under
the Sub-Advisory Agreement, the Sub-Adviser is responsible for the actual
management of each Fund's portfolio. The responsibility for making decisions to
buy, sell or hold a particular security rests with the Sub-Adviser. The
Sub-Adviser provides the portfolio managers for each Fund, who make the
necessary investment decisions and place transactions accordingly. The Manager
compensates the Sub-Adviser at the annual rate of 1/10 of 1% (0.10%) of the
value of the average daily net assets of each Fund.
The Agreements with respect to the Income Fund, the Insured Fund and
the Money Fund are currently in effect until December 27, 1996. The Agreement
with respect to the Government Fund and the Treasury Trust is currently in
effect until December 31, 1996. The Agreement and Sub-Advisory Agreement with
respect to the Index Funds are currently in effect until December 31, 1996. Each
Agreement and the Sub-Advisory Agreement will be in effect thereafter only if it
is renewed for each Fund for successive periods not exceeding one year by (i)
the Board of Trustees of the Trusts or a vote of a majority of the outstanding
voting securities of each Fund, and (ii) a vote of a majority of such Trustees
who are not parties to said Agreement nor an interested person of any such party
(other than as a Trustee), cast in person at a meeting called for the purpose of
voting on such Agreement.
Each Agreement and the Sub-Advisory Agreement may be terminated without
penalty at any time by the applicable Trust with respect to one or more of the
Funds to which the relevant Agreement applies (either by the applicable Board of
Trustees or by a majority vote of the terminating Fund's outstanding shares) or
by the Manager on sixty days' written notice, and will automatically terminate
in the event of its assignment as defined in the 1940 Act.
Principal Underwriter
RFS Partners, a California limited partnership, is currently the
principal underwriter of each Fund's shares under
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<PAGE> 101
an underwriting agreement with each Fund, pursuant to which RFS Partners agrees
to act as each Fund's distribution agent. Each Fund's shares are sold to the
public on a best efforts basis in a continuous offering without a sales load or
other commission. RFS Partners is the general partner of the Funds' Manager. The
general partner of RFS Partners is Richard F. Shelton, Inc., a corporation that
is controlled by Richard F. Shelton, who is a Trustee and the President of the
Trust. Mr. Hill and Mr. McClanahan are limited partners of RFS Partners. While
the shares of each Fund are offered directly to the public with no sales charge,
RFS Partners may, out of its own monies, compensate brokers who assist in the
sale of a Fund's shares. In addition, the Manager may, out of its own monies,
make cash contributions to tax exempt charitable organizations which invest in
the Government Fund or the Treasury Trust.
Other Services
Firstar Trust Company is the shareholder servicing agent for the Trusts
and acts as the Trusts' transfer and dividend-paying agent. In such capacities
it performs many services, including portfolio and net asset valuation,
bookkeeping, and shareholder record-keeping.
Firstar Trust Company (the "Custodian") acts as custodian of the
securities and other assets of the Trusts. The Custodian does not participate in
decisions relating to the purchase and sale of portfolio securities.
Tait, Weller & Baker, Two Penn Center Plaza, Suite 700, Philadelphia,
Pennsylvania 19102-1707, are the independent auditors for the Trusts.
The validity of shares of beneficial interest offered hereby will be
passed on by Heller, Ehrman, White & McAuliffe, 333 Bush Street, San Francisco,
California 94104.
THE TRUSTS' POLICIES REGARDING BROKER-DEALERS
USED FOR PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the Funds, assignment of their
portfolio business, and negotiation of commission rates and prices are made by
the Manager or the Sub-Adviser subject to the supervision of the Manager, as
applicable, whose policy is to obtain the "best execution" (prompt and reliable
execution at the most favorable security price) available. Since it is
anticipated that most purchases made by the Funds (other than the Index Funds)
will be principal transactions at net prices, the Funds will incur few or no
brokerage costs. The Funds will deal directly with the selling or purchasing
principal or market maker without incurring charges for the services of a
broker-dealer on its behalf unless it is determined that a better price or
execution may be obtained by utilizing the services of a broker-dealer.
Purchases of
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<PAGE> 102
portfolio securities from underwriters may include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers will include a
spread between the bid and asked price.
When a broker-dealer is used for portfolio transactions, the Manager or
the Sub-Adviser, as applicable, will seek to determine that the amount of
commissions paid is reasonable in relation to the value of the brokerage and
research services and information provided, viewed in terms of either that
particular transaction or its overall responsibilities with respect to the Funds
for which it exercises investment discretion. In selecting broker-dealers and in
negotiating commissions, the Manager or the Sub-Adviser, as applicable,
considers the broker-dealer's reliability, the quality of its execution services
on a continuing basis, the financial condition of the firm, and the research
services provided, which include furnishing advice as to the value of
securities, the advisability of purchasing or selling specific securities and
furnishing analyses and reports concerning state and local governments,
securities, and economic factors and trends, and portfolio strategy. The Manager
or the Sub-Adviser, as applicable, considers such information, which is in
addition to and not in lieu of the services required to be performed by the
Sub-Adviser and the Manager under the Management and Sub-Advisory Agreements, to
be useful in varying degrees, but of indeterminable value.
The Funds may pay brokerage commissions in an amount higher than the
lowest available rate for brokerage and research services as authorized, under
certain circumstances, by the Securities Exchange Act of 1934. Where commissions
paid reflect research services and information furnished in addition to
execution, the Manager and the Sub-Advisor each believes that such services were
bona fide and rendered for the benefit of its clients. There were no brokerage
commissions paid by any of the Funds during the fiscal years ended August 31,
1992, 1993 or 1994. For the fiscal year ended August 31, 1995, the 500 Fund paid
$4,694.00 in brokerage commissions and the MidCap Fund paid $4,091.00 in
brokerage commissions.
Provided that the best execution is obtained, the sale of shares of any
of the Funds may also be considered as a factor in the selection of
broker-dealers to execute the Funds' portfolio transactions. No affiliates of
the Funds or of the Manager or of the Sub-Adviser will receive commissions for
business arising directly or indirectly out of portfolio transactions of the
Funds.
If purchases or sales of securities of the Funds are considered at or
about the same time, transactions in such securities will be allocated among the
several investment companies in a manner deemed equitable to all by the Manager,
taking into account the respective sizes of the Funds, and the amount of
securities to be purchased or sold. It is recognized that it is possible that in
some cases this procedure could have
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<PAGE> 103
a detrimental effect on the price or volume of the security so far as a Fund is
concerned. In other cases, however, it is possible that the ability to
participate in volume transactions and to negotiate lower brokerage commissions
or net prices will be beneficial to a Fund.
ADDITIONAL INFORMATION REGARDING PURCHASES
AND REDEMPTIONS OF FUND SHARES
Purchase Orders
The purchase price for shares of the Funds is the net asset value of
such shares next determined after receipt and acceptance of a purchase order in
proper form. Many of the types of instruments in which the Funds invest must be
paid for in "Federal funds," which are monies held by the Custodian on deposit
at a Federal Reserve Bank. Therefore, the monies paid by an investor for his
shares of the Funds generally cannot be invested by the Funds until they are
converted into and are available to a Fund in Federal funds, which may take up
to two business days. In such cases, purchases by investors will not be
considered in proper form and effective until such conversion and availability.
However, in the event a Fund is able to make investments immediately (within one
business day), it may accept a purchase order with payment otherwise than in
Federal funds; in such event shares of a Fund will be purchased at the net asset
value next determined after receipt of the order and payment. Once shares of a
Fund are purchased, they begin earning income immediately, and income dividends
will start being credited to the investor's account on the day following the
effective date of purchase and continue through the day the shares in the
account are redeemed.
Payments transmitted by wire and received by Firstar Trust Company
prior to 4:00 p.m. Eastern time (1:00 pm. Pacific time) on any business day are
normally effective on the same day as received. Wire payments received by the
Custodian after that time will normally be effective on the next business day.
Payments transmitted by check or other negotiable bank draft will normally be
effective within two business days for checks drawn on a member bank of the
Federal Reserve System and longer for most other checks. All checks are accepted
subject to collection at full face value in U.S. funds and must be drawn in U.S.
dollars on a U.S. bank. Checks drawn in U.S. funds on foreign banks will not be
credited to the shareholder's account and dividends will not begin accruing
until the proceeds are collected, which can take a long period of time.
Shareholder Accounting
All purchases of Fund shares will be credited to the shareholder in
full and fractional shares of the relevant Fund (rounded to the nearest 1/1000
of a share) in an account maintained for the shareholder by the Trusts' transfer
agent.
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<PAGE> 104
Share certificates will not be issued unless requested in writing by the
investor for any Fund other than the Index Funds, and no certificates will be
issued for fractional shares at any time. No certificates will be issued to
shareholders who have (i) elected redemption by check or by the preauthorized
bank wire method of withdrawing cash from their accounts or (ii) invested in the
MidCap Fund or the 500 Fund. To open an account in the name of a corporation, a
resolution of the corporation's Board of Directors will be required. Other
evidence of corporate status or the authority of account signatories may be
required.
Each Trust reserves the right to reject any order for the purchase of
shares of any Fund, in whole or in part. In addition, the offering of shares of
any Fund may be suspended by the relevant Trust at any time and resumed at any
time thereafter.
Shareholder Redemptions
All requests for redemption, all share certificates, and all share
assignments should be sent to the applicable Fund, 44 Montgomery Street, Suite
2100, San Francisco, California 94104, or, for telephone redemptions, by calling
the Fund at (800) 225- 8778.
Redemptions will be made in cash at the net asset value per share next
determined after receipt by the transfer agent of a redemption request in proper
form, including all share certificates, share assignments, signature guarantees,
and other documentation as may be required by the transfer agent. The amount
received upon redemption may be more or less than the shareholder's original
investment.
The Trusts will attempt to make payment for all redemptions within one
business day, but in no event later than seven days after receipt of such
redemption request in proper form. However, each Trust reserves the right to
suspend redemptions or postpone the date of payment (1) for any periods during
which the New York Stock Exchange is closed (other than for the customary
weekend and holiday closings), (2) when trading in the markets the Trusts
usually utilize is restricted or an emergency exists, as determined by the
Securities and Exchange Commission ("SEC"), so that disposal of the Trust's
investments or the determination of a Fund's net asset value is not reasonably
practicable, or (3) for such other periods as the SEC by order may permit for
the protection of a Trust's shareholders. Also, each Trust will not mail
redemption proceeds until checks used for the purchase of the shares have
cleared.
As of the date of this Statement of Additional Information, the Trusts
understand that the New York Stock Exchange is closed on the following holidays:
New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas. The Trusts have been advised that
the Custodian is also closed on the following
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<PAGE> 105
additional holidays: Martin Luther King's Birthday, Lincoln's Birthday, Columbus
Day, Election Day and Veteran's Day.
Due to the relatively high cost of handling small investments, each
Trust reserves the right to redeem, involuntarily, at net asset value, the
shares of any shareholder whose accounts in the Trust have an aggregate value of
less than $5,000 ($1,000 in the case of the Index Funds), but only where the
value of such accounts has been reduced by such shareholder's prior voluntary
redemption of shares. In any event, before a Trust redeems such shares and sends
the proceeds to the shareholder, it will notify the shareholder that the value
of the shares in that shareholder's account is less than the minimum amount and
allow that shareholder 30 days to make an additional investment in an amount
which will increase the aggregate value of that shareholder's accounts to at
least $5,000 before the redemption is processed ($1,000 in the case of the Index
Funds).
Use of the Exchange Privilege as described in the Prospectus in
conjunction with market timing services offered through numerous securities
dealers has become increasingly popular as a means of capital management. In the
event that a substantial portion of a Fund's shareholders should, within a short
period, elect to redeem their shares of that Fund pursuant to the Exchange
Privilege, the Fund might have to liquidate portfolio securities it might
otherwise hold and incur the additional costs related to such transactions. The
Exchange Privilege may be terminated at any time by the Funds upon notice to
shareholders.
Redemptions in Kind
Each Trust has committed itself to pay in cash all requests for
redemption by any shareholder of record, limited in amount, however, during any
90-day period to the lesser of $250,000 or 1% of the value of the applicable
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. In the case of requests for
redemption in excess of such amounts, the Trustees reserve the right to make
payments in whole or in part in securities or other assets of the Fund from
which the shareholder is redeeming in case of an emergency, or if the payment of
such a redemption in cash would be detrimental to the existing shareholders of
that Fund or the Trust. In such circumstances, the securities distributed would
be valued at the price used to compute such Fund's net asset value. Should a
Fund do so, a shareholder will likely incur transaction fees in converting the
securities to cash.
Determination of Net Asset Value Per Share
The valuation of the portfolio securities of the Money Fund and the
Treasury Trust (including any securities held in the separate account maintained
for when-issued securities) is based upon their amortized cost which does not
take into account
B-33
<PAGE> 106
unrealized capital gains or losses. This involves valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price such Funds would receive if they sold the
instrument. During periods of declining interest rates, the daily yield on
shares of the Money Fund and the Treasury Trust computed as described above may
tend to be higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market prices. Thus, if
the use of amortized cost by such Funds resulted in a lower aggregate portfolio
value on a particular day, a prospective investor in such Fund would be able to
obtain a somewhat higher yield than would result from investment in a fund
utilizing solely market values, and existing investors in such Fund would
receive less investment income. The converse would apply in a period of rising
interest rates.
The use of amortized cost by the Money Fund and the Treasury Trust, and
the maintenance of each Fund's per share net asset value at $1.00 is permitted
by Rule 2a-7 under the 1940 Act, pursuant to which each Fund must adhere to
certain conditions.
The Money Fund and the Treasury Trust each maintain a dollar-weighted
average portfolio maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 days or less, and only invest in securities
determined by the Trustees to be of high quality with minimal credit risks. The
Trustees have also established procedures designed to stabilize, to the extent
reasonably possible, each Fund's price per share as computed for the purpose of
sales and redemptions at $1.00. Such procedures include review of each Fund's
portfolio holdings by the Trustees, at such intervals as they may deem
appropriate, to determine whether each Fund's net asset value calculated by
using available market quotations deviates from $1.00 per share based on
amortized cost. The extent of any deviation is examined by the Trustees. If such
deviation exceeds 1/2 of 1%, the Trustees will promptly consider what action, if
any, will be initiated. In the event the Trustees determine that a deviation
exists which may result in material dilution or other unfair results to
investors or existing shareholders, they have agreed to take such corrective
action as they regard as necessary and appropriate, which may include the sale
of portfolio securities prior to maturity to realize capital gains or losses or
to shorten average portfolio maturity, adjusting or withholding of dividends,
redemptions of shares in kind, or establishing a net asset value per share by
using available market quotations.
The portfolio securities of the Index Funds are generally valued at the
last reported sale price. Securities held by the Index Funds that have no
reported last sale for any day that a Fund's NAV is calculated and securities
and other
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<PAGE> 107
assets for which market quotations are readily available are valued at the
latest available bid price. Portfolio securities held by the Income Fund, the
Insured Fund and the Government Fund for which market quotations are readily
available are valued at the latest available bid price. All other securities and
assets are valued at their fair value as determined in good faith by the Board
of Trustees. Securities with remaining maturities of 60 days or less are valued
on the amortized cost basis unless the Trustees determine that such valuation
does not reflect fair value. The Trusts may also utilize a pricing service,
bank, or broker/dealer experienced in such matters to perform any of the pricing
functions.
TAXATION
Provided that, as anticipated, each Tax-Free Fund qualifies as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"), and, at the close of each quarter of its taxable year, at least
50% of the value of the total assets of each Tax-Free Fund consists of Municipal
Obligations, each Tax-Free Fund may designate and pay exempt- interest dividends
from interest earned on such obligations. Such exempt-interest dividends may be
excluded by shareholders of the Tax-Free Funds from their gross income for
federal income tax purposes. Corporate shareholders must take all
exempt-interest dividends into account in determining "adjusted current
earnings" for purposes of calculating their alternative minimum tax. Each
Tax-Free Fund might purchase Municipal Obligations at a discount from the prices
at which they were originally issued, especially during periods of rising
interest rates. For federal income tax purposes, some or all of this market
discount may be included in the Tax-Free Fund's ordinary income and will be
taxable to shareholders as such when it is distributed. If, at the close of each
quarter of its taxable year, at least 50% of the value of the total assets of
each Tax-Free Fund consists of obligations that produce interest that is exempt
from California personal income tax if received by an individual, and if each
maintains its qualification as a regulated investment company, then such
Tax-Free Fund will be qualified to pay exempt- interest dividends to its
shareholders that, to the extent they are attributable to interest received by
such Tax-Free Fund on such obligations, are exempt from California personal
income tax. The total amount of exempt-interest dividends paid by a Tax-Free
Fund to its shareholders with respect to any taxable year cannot exceed the
amount of interest received by the Fund during such year on tax-exempt
obligations less any expenses attributable to such interest.
Provided the Treasury Trust qualifies as a regulated investment company
and meets certain requirements of California tax law, including the requirement
that, at the close of each quarter of its taxable year, at least 50% of the
value of its total assets is invested in direct obligations of the United States
(or other U.S. and California tax-exempt obligations), then the Treasury Trust
will be qualified to pay dividends to its shareholders that, to the extent they
are attributable to interest received by the Treasury Trust on such U.S.
Government obligations, will be exempt from California personal income tax.
Because the GNMA certificates in which the Government Fund primarily invests are
not considered direct obligations of the United States for this purpose, the
Government Fund does not expect to meet the 50% requirement; as a result,
dividends paid
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<PAGE> 108
by the Government Fund will be subject to California personal income tax.
Exempt-interest dividends paid to Fund shareholders that are
corporations subject to California franchise or income tax will be taxed as
ordinary income to such shareholders. Moreover, no dividend paid by the Funds
will qualify for the corporate dividends-received deduction for federal income
tax purposes.
Interest on indebtedness incurred or continued by a shareholder to
purchase or carry shares of a Tax-Free Fund is not deductible for federal income
tax purposes. Under regulations used by the Internal Revenue Service ("IRS") for
determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares of a Fund. California
personal income tax law restricts the deductibility of interest on indebtedness
incurred by a shareholder to purchase or carry shares of a fund paying dividends
exempt from California personal income tax, as well as the allowance of losses
realized upon a sale or redemption of shares, in substantially the same manner
as federal tax law (which is described in the Prospectus). Further, a Tax-Free
Fund may not be an appropriate investment for persons who are "substantial
users" of facilities financed by industrial revenue bonds or are "related
persons" of such users. Such persons should consult their tax advisers before
investing in one of the Tax-Free Funds.
Up to 85% of Social Security or railroad retirement benefits may be
included in federal taxable income for benefit recipients whose adjusted gross
income (including income from tax-exempt sources such as tax-exempt bonds and
the Tax-Free Funds) plus 50% of their benefits exceeds certain base amounts.
Income from the Tax-Free Funds, and others like them, is included in the
calculation of whether a recipient's income exceeds certain established amounts
but is not taxable directly. California does not impose personal income tax on
Social Security or railroad retirement benefits.
From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Obligations. It can be expected that similar proposals may
be introduced in the future. Proposals by members of state legislatures may also
be introduced which could affect the state tax treatment of the Tax-Free Funds'
distributions. If such proposals were enacted, the availability of Municipal
Obligations for investment by the Tax-Free Funds and the value of the Tax- Free
Funds' portfolios would be affected. In such event, the Tax-Free Funds would
reevaluate their investment objectives and policies.
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<PAGE> 109
General
Each Fund is treated as a separate entity and intends to continue to
qualify in each year as a separate "regulated investment company" under the
Code. Each Fund has elected such treatment and has so qualified during its last
fiscal year ended August 31, 1995. To continue to qualify for the tax treatment
afforded a regulated investment company under the Code, a Fund must distribute
for each fiscal year at least 90% of its taxable income (including net realized
short-term capital gains) and tax-exempt net investment income and meet certain
source of income, diversification of assets and other requirements of the Code.
Provided a Fund continues to qualify for such tax treatment, it will not be
subject to federal income tax on the part of its net investment income and its
net realized capital gains which it distributes to shareholders, nor will it be
subject to Massachusetts or California income or excise taxation. Each Fund must
also meet certain Code requirements relating to the timing of its distributions,
which generally require the distribution of substantially all of its taxable
income and capital gains each calendar year, in order to avoid a 4% federal
excise tax on certain retained amounts.
Each Index Fund may purchase or sell futures contracts. Such
transactions are subject to special tax rules which may affect the amount,
timing and character of distributions to shareholders. Unless a Fund is eligible
to make and makes a special election, such futures contracts that are "Section
1256 contracts" (such as a futures contract the margin requirements for which
are based on a marked-to-market system and which is traded on a "qualified board
or exchange") will be "marked to market" for federal income tax purposes at the
end of each taxable year, i.e., each futures contract will be treated as sold
for its fair market value on the last day of the taxable year. In general,
unless the special election is made, gain or loss from transactions in such
futures contracts will be 60% long-term and 40% short-term capital gain or loss.
Code Section 1092, which applies to certain "straddles", may affect the
taxation of an Index Fund's transactions in futures contracts. Under Section
1092, a Fund may be required to postpone recognition for tax purposes of losses
incurred in certain closing transactions in futures.
One of the requirements for qualification as a regulated investment
company is that less than 30% of a Fund's gross income must be derived from
gains from the sale or other disposition of securities held for less than three
months. Accordingly, an Index Fund may be restricted in effecting closing
transactions within three months after entering into a futures contract.
Dividends of net investment income and realized net short-term capital
gains in excess of net long-term capital losses are taxable to shareholders as
ordinary income, whether such distributions are taken in cash or reinvested in
additional
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<PAGE> 110
shares. Distributions of net long-term capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses), if any, are taxable
as long-term capital gains, whether such distributions are taken in cash or
reinvested in additional shares, and regardless of how long shares of a Fund
have been held. The maximum tax rate on long-term capital gains for individuals
is currently 28% and the maximum individual tax rate on ordinary income is
currently 39.6%. Dividends declared by a Fund in October, November, or December
of any calendar year to shareholders of record as of a record date in such a
month will be treated for federal income tax purposes as having been received by
shareholders on December 31 of that year if they are paid during January of the
following year.
A portion of each Index Fund's ordinary income dividends may qualify
for the dividends received deduction available to corporate shareholders under
Code Section 243 to the extent that the Fund's income is derived from qualifying
dividends. Availability of the deduction is subject to certain holding periods
and debt-financing limitations. Because a Fund may also earn other types of
income such as interest, income from securities loans, non-qualifying dividends,
and short-term capital gains, the percentage of dividends from a Fund that
qualify for the deduction generally will be less than 100%. Each Index Fund will
notify corporate shareholders annually of the percentage of fund dividends that
qualify for the dividends received deduction.
The use of equalization accounting by the Income Fund, the Insured Fund
and the Government Fund may affect the amount, timing and character of their
distributions to shareholders.
Each Fund is required to file information reports with the IRS with
respect to taxable distributions and other reportable payments made to
shareholders. The Code requires backup withholding of tax at a rate of 31% on
redemptions (except redemptions of Money Fund and Treasury Trust shares) and
other reportable payments made to non-exempt shareholders if they have not
provided the Fund with their correct social security or other taxpayer
identification number and made the certifications required by the IRS or if the
IRS or a broker has given notification that the number furnished is incorrect or
that withholding applies as a result of previous underreporting. Such
withholding is not required with respect to the Tax-Free Funds' dividends
qualifying as "exempt-interest dividends" but will apply to the proceeds of
redemption or repurchase of Fund (except Money Fund and Treasury Trust) shares
for which the correct taxpayer identification number has not been furnished in
the manner required or if withholding is otherwise applicable. Therefore,
investors should make certain that their correct taxpayer identification number
and completed certifications are included in the application form when opening
an account.
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<PAGE> 111
The information above is only a summary of some of the tax
considerations generally affecting the Funds and their shareholders. No attempt
has been made to discuss individual tax consequences and this discussion should
not be construed as applicable to all shareholders' tax situations. Investors
should consult their own tax advisers to determine the suitability of a
particular Fund and the applicability of any state, local, or foreign taxation.
Heller, Ehrman, White & McAuliffe has expressed no opinion in respect thereof.
Foreign shareholders should consider, in particular, the possible application of
U.S. withholding taxes on certain taxable distributions from a Fund at rates up
to 30% (subject to reduction under certain income tax treaties).
YIELD DISCLOSURE AND PERFORMANCE INFORMATION
As noted in the Prospectus, each Fund may from time to time quote
various performance figures in advertisements and investor communications to
illustrate the Fund's past performance. Performance information published by the
Funds will be in compliance with rules adopted by the SEC. These rules require
the use of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by a Fund be accompanied by
certain standardized performance information computed as required by the SEC. An
explanation of the methods used by the Funds to compute or express performance
is discussed below.
Total Return
Total return for the Funds may be stated for any relevant period as
specified in the advertisement or communication. Any statements of total return
or other performance data for the Income Fund, the Insured Fund and the
Government Fund will be limited to or accompanied by standardized information on
the Fund's average annual compounded rate of return over the most recent four
calendar quarters and over the life of the Fund (i.e., the period from the
Fund's inception of operations through the end of the most recent calendar
quarter).
The average annual compounded rate of return is determined by reference
to a hypothetical $1,000 investment that includes capital appreciation and
depreciation for the stated period and assumes reinvestment (on the reinvestment
date) of all distributions at net asset value and redemption at the end of the
stated period. It is calculated according to the following standardized formula:
P(1+T)n = ERV
where:
P = a hypothetical initial purchase order of $1,000 from which the maximum
sales load is deducted
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<PAGE> 112
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase at the end
of the period
Aggregate total return is calculated in a similar manner, except that
the results are not annualized.
The average annual compounded rates of return, or total return, for the
Income Fund, the Government Fund, the Insured Fund, the 500 Fund and the MidCap
Fund for the following periods were:
<TABLE>
<CAPTION>
Period From
One Year Five Years Inception*
Ending Ending through
Fund August 31, 1995 August 31, 1995 August 31, 1995
- ---- --------------- --------------- ----------------
<S> <C> <C> <C>
Income Fund 8.00% 8.55% 9.26%
Government Fund 11.42% 10.42% 9.06%
Insured Fund 7.46% N/A 6.20%
500 Fund 21.06% N/A 12.38%
MidCap Fund 20.24% N/A 14.30%
</TABLE>
- -----------------------
* December 4, 1985 for the Income Fund and the Government Fund; October
15, 1992 for the Insured Fund; April 20, 1992 for the 500 Fund and the
MidCap Fund.
Yield
As stated in the Prospectus, a Fund may also quote its current yield
and, where appropriate, effective yield and tax equivalent yield in
advertisements and investor communications.
The current yield for the Income Fund and the Government Fund is
determined by dividing the net investment income per share earned during a
specified 30-day period by the net asset value per share on the last day of the
period and annualizing the resulting figure, according to the following formula:
Yield = 2 [(a-b) + 1)6-1]
-----
cd
where:
a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
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<PAGE> 113
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends;
d = the maximum offering price per share on the last day of the
period.
The current yield for the Income Fund, the Government Fund and the
Insured Fund for the 30-day period ended August 31, 1995 was 5.15%, 6.35% and
4.46%, respectively.
The current yield for the Money Fund and the Treasury Trust is computed
in accordance with a standardized method which involves determining the net
change in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of a specified 7-day period, subtracting a
hypothetical charge reflecting deductions of expenses, and dividing the net
change or difference by the value of the account at the beginning of the period
to obtain the base period return, and annualizing the results (i.e., multiplying
the base period return by 365/7). The net change in the value of the account
does not include realized gains and losses or unrealized appreciation and
depreciation.
The Money Fund and the Treasury Trust may also quote an effective
yield. Effective yield is calculated by compounding the base period return
(calculated as described above) by adding 1, raising that sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the
following formula: EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7] - 1.
The current yield and effective yield for the 7-day period ended August
31, 1995 was 3.21% and 3.26%, respectively, for the Money Fund, and 5.10% and
5.31%, respectively, for the Treasury Trust.
A tax equivalent yield demonstrates the taxable yield necessary to
produce an after-tax yield equivalent to that of a fund which invests in
tax-exempt obligations. The tax equivalent yields for the Treasury Trust and the
Tax-Free Funds are computed by dividing that portion of the current yield (or
effective yield) of each Fund (computed for each Fund as discussed for the
current yield indicated above) which is tax-exempt by one minus a stated income
tax rate and adding the product to that portion (if any) of the yield of the
Fund that is not tax-exempt. In calculating tax equivalent yields, the Tax-Free
Funds assume an effective tax rate beginning in 1991 (combining federal and
California rates) of 46.24%. The effective rate used in determining such yield
does not reflect the tax costs resulting from the loss of the benefit of
personal exemptions and itemized deductions that may result from the receipt of
additional taxable income by taxpayers with adjusted gross incomes exceeding
certain levels. The tax equivalent yield may be higher than the rate stated for
taxpayers subject to the loss of these benefits. The tax equivalent yield for
the Income Fund for the 30-day period
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<PAGE> 114
ended August 31, 1995, was 9.58%. The tax equivalent yield for the Money Fund
for the 7-day period ended August 31, 1995 was 5.97%; the tax equivalent
effective yield for this Fund for the same 7-day period was 6.06%. The tax
equivalent yield for the Treasury Trust (using an effective California tax rate
of 11%) for the 7-day period ended August 31, 1995 was 5.82%; the tax equivalent
effective yield for this Fund for the same 7-day period was 5.96%. The tax
equivalent yield for the Insured Fund for the 30-day period ended August 31,
1995 was 8.30%.
Distribution Rate
Each Fund may also include a reference to its current distribution rate
in investor communications and sales literature preceded or accompanied by the
Prospectus, reflecting the amounts actually distributed to shareholders. All
calculations of a Fund's distribution rate are based on the distributions per
share which are declared, but not necessarily paid, during the fiscal year. The
distribution rate is determined by dividing the distributions declared during
the period by the net asset value per share on the last day of the period and
annualizing the resulting figure. In calculating its distribution rate, each
Fund uses the same assumptions that apply to its calculation of yield. The
distribution rate will differ from a Fund's yield because it may include capital
gains and other items of income not reflected in the Fund's yield, as well as
interest income received by the Fund and distributed to shareholders which is
reflected in the Fund's yield. The distribution rate does not reflect capital
appreciation or depreciation in the price of the Fund's shares and should not be
considered to be a complete indicator of the return to the investor on his
investment.
Comparisons
From time to time, advertisements and investor communications may
compare a Fund's performance to the performance of other investments as reported
in various indices or averages, in order to enable an investor better to
evaluate how an investment in a particular Fund might satisfy his investment
objectives. The Funds may also publish an indication of past performance as
measured by Lipper Analytical Services, Inc., a widely recognized independent
service which monitors the performance of mutual funds. The Lipper performance
analysis includes the reinvestment of dividends and capital gains distributions,
but does not take any sales charges into consideration and is prepared without
regard to tax consequences. In addition to Lipper, the Funds may publish an
indication of past performance as measured by other independent sources such as
**NoLOAD FUND*XR, a mutual fund monitoring system, the American Association of
Individual Investors, Weisenberger Investment Companies Services, Donoghue's
Money Fund Report, Barron's, Business Week, Financial World, Money Magazine,
Forbes, and The Wall Street Journal.
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<PAGE> 115
The Government Fund may also quote (among others) the following indices
of bond prices prepared by Salomon Brothers Inc. These indices are not managed
for any investment goal. Their composition may, however, be changed from time to
time by Salomon Brothers Inc.
The Mortgage Pass-Through Index is an index of approximately 200
mortgage-related securities, including GNMAs, FNMAs, Freddie Macs, conventional
pass-through securities, and FHA project pools.
The Long-Term Corporate Index is an index of all outstanding corporate
bonds with more than twelve years remaining until maturity which currently
includes approximately thirty securities.
The High-Grade Corporate Index is an index of approximately 800
triple-a or double-a rated corporate bonds with more than twelve years remaining
until maturity.
The MidCap Fund and the 500 Fund each may compare its performance to
the performance of the MidCap Index and the S&P 500, respectively, and the Value
Line Composite Index. The S&P 500, the MidCap Index and the Value Line Composite
Index are unmanaged indexes of common stock prices. The performance of each
index is based on changes in the prices of stocks comprising such index and
assumes the reinvestment of all dividends paid on such stocks. Taxes, brokerage
commissions and other fees are disregarded in computing the level of each index.
The performance of a Fund may also be compared to compounded rates of
return regarding a hypothetical investment of $2,000 at the beginning of each
year, earning interest throughout the year at the compounding interest rates set
forth in the table below.
<TABLE>
<CAPTION>
YEAR ENDED 5.0% 7.5% 10.0%
- ---------- ---- ---- -----
<S> <C> <C> <C>
1 $2,100.00 $2,150.00 $2,200.00
2 $4,305.00 $4,461.25 $4,620.00
3 $6,620.25 $6,945.84 $7,282.00
4 $9,051.26 $9,616.78 $10,210.20
5 $11,603.83 $12,488.04 $13,431.22
6 $14,284.02 $15,574.64 $16,974.34
7 $17,098.22 $18,892.74 $20,871.78
8 $20,053.13 $22,459.70 $25,158.95
9 $23,155.79 $26,294.17 $29,874.85
10 $26,413.57 $30,416.24 $35,062.33
11 $29,834.25 $34,847.46 $40,768.57
12 $33,425.97 $39,611.02 $47,045.42
13 $37,197.26 $44,731.84 $53,949.97
14 $41,157.13 $50,236.73 $61,544.96
15 $45,314.98 $56,154.48 $69,899.46
16 $49,680.73 $62,516.07 $79,089.41
17 $54,264.77 $69,354.78 $89,198.35
</TABLE>
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<PAGE> 116
<TABLE>
<S> <C> <C> <C>
18 $59,078.01 $76,706.38 $100,318.18
19 $64,131.91 $84,609.36 $112,550.00
20 $69,438.50 $93,105.06 $126,005.00
21 $75,010.43 $102,237.94 $140,805.50
22 $80,860.95 $112,055.79 $157,086.05
23 $87,004.00 $122,609.97 $174,994.65
24 $93,454.20 $133,955.72 $194,694.12
25 $100,226.91 $146,152.40 $216,363.53
26 $107,338.25 $159,263.83 $240,199.88
27 $114,805.17 $173,358.62 $266,419.87
28 $122,645.42 $188,510.52 $295,261.86
29 $130,877.70 $204,798.81 $326,988.05
30 $139,521.58 $222,308.72 $361,886.85
31 $148,597.66 $241,131.87 $400,275.53
32 $158,127.54 $261,366.76 $442,503.09
33 $168,133.92 $283,119.27 $488,953.40
34 $178,640.61 $306,503.21 $540,048.74
35 $189,672.65 $331,640.95 $596,253.61
36 $201,256.28 $358,664.02 $658,078.97
37 $213,419.09 $387,713.83 $726,086.87
38 $226,190.05 $418,942.36 $800,895.56
39 $239,599.55 $452,513.04 $883.185.11
40 $253,679.53 $488,601.52 $973,703.62
41 $268,463.50 $527,396.63 $1,073,273.98
42 $283,986.68 $569,101.38 $1,182,801.38
43 $300,286.01 $613,933.98 $1,303,281.52
44 $317,400.31 $662,129.03 $1,435,809.67
45 $335,370.33 $713,938.71 $1,581,590.64
</TABLE>
In assessing any comparisons of total return or yield, an investor
should keep in mind that the composition of the investments in a reported
average is not identical to a Fund's portfolio, that such averages are generally
unmanaged and that the items included in the calculations of such averages may
not be identical to the formula used by the Fund to calculate its total return
or yield. In addition, there can be no assurance that a Fund will continue its
performance as compared to any such averages.
MISCELLANEOUS INFORMATION
Shareholders of Funds other than the Index Funds who so request may
have their dividends paid out monthly in cash. Shareholders of the Index Funds
who so request may have their dividends paid out quarterly in cash. If a
shareholder withdraws the entire amount in his Money Fund or Treasury Trust
account at any time during the month, all daily dividends accrued with respect
to his account during the month to the time of withdrawal will be paid in the
same manner and at the same time as the proceeds of withdrawal.
The shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, each Trust's Declaration of Trust contains an express disclaimer of
shareholder liability
B-44
<PAGE> 117
for acts or obligations of the relevant Trust. Each Declaration of Trust also
provides for indemnification and reimbursement of expenses out of Trust assets
for any shareholder held personally liable for obligations of the relevant
Trust. Each Declaration of Trust also provides that a Trust shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of that Trust and satisfy any judgment thereon. All such rights are
limited to the assets of the Fund(s) of which a shareholder holds shares. Each
Declaration of Trust further provides that each Trust may maintain appropriate
insurance (for example, fidelity bonding and errors and omissions insurance) for
the protection of the Trust, its shareholders, Trustees, officers, employees and
agents to cover possible tort and other liabilities. Furthermore, the activities
of the Trusts as investment companies as distinguished from operating companies
would not likely give rise to liabilities in excess of a Fund's total assets.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which both inadequate
insurance exists and a Trust itself is unable to meet its obligations.
As of November 30, 1995, the following shareholders, to the Trusts'
knowledge, owned beneficially more than 5% of a Fund's outstanding shares, as
noted:
Treasury Trust:
Bruce Walkup and Betty Walkup, Trustees (14%)
Walkup 1994 Marital Trust
650 California Street, #3030
San Francisco, California 94108
D&DF Foundation (12%)
c/o Donald G. Fisher
One Harrison Street
San Francisco, California 94105
Michael F. McAuliffe, Trustee (5%)
FBO Spieker 1991 Trust
c/o Rollins Hudig Hall
1 Market Plaza, #210
San Francisco, California 94105
Money Fund:
Donald G. Fisher and Doris F. Fisher Community Property
(12%)
c/o Donald G. Fisher, The Gap, Inc.
One Harrison Street
San Francisco, California 94105
B-45
<PAGE> 118
Insured Fund:
Northern Trust Co. Agent (15%)
Matilda Wilbur
P.O. Box 92956
Chicago, Illinois 60675
Deborah C. Murray (5%)
27 Makin Grade
P.O. Box 1172
Ross, California 94957
Government Fund:
Blush & Company (10%)
P.O. Box 976
New York, New York 10268
Asian Art Museum Foundation Endowment Fund (7%)
Golden Gate Park
San Francisco, California 94118
MidCap Fund:
Donald G. Fisher and Doris F. Fisher, Trustees (11%)
The Donald G. Fisher 1991 Charitable Remainder Trust
No. 1
c/o Pisces Inc.
One Maritime Plaza, #1300
San Francisco, California 94111
Donald G. Fisher and Doris F. Fisher, Trustees (7%)
The Doris Fisher 1991 Charitable Remainder Trust No. 1
c/o Pisces Inc.
One Maritime Plaza, #1300
San Francisco, California 94111
Although each Fund is offering only its own shares by this joint
Statement of Additional Information and joint Prospectus, it is possible that a
Fund might become liable for any misstatements in this statement or in the
Prospectus about one of the other Funds. The Boards of Trustees of each Trust
have considered this possibility in approving the use of a joint Prospectus and
Statement of Additional Information.
FINANCIAL STATEMENTS
The audited financial statements for the fiscal year ended August 31,
1995 for the Income Fund, the Money Fund, the Government Fund, the Treasury
Trust, the Insured Fund, the 500 Fund and the MidCap Fund as contained in their
combined Report to Shareholders for the fiscal year ended August 31, 1995 (the
"Report"), are incorporated herein by reference to the Report which has been
filed with the Securities and Exchange Commission.
B-46
<PAGE> 119
Any person not receiving the Report with this Statement should call or write the
Funds to obtain a free copy.
B-47
<PAGE> 120
APPENDIX
DESCRIPTION OF MUNICIPAL SECURITIES RATINGS
The following paragraphs summarize the descriptions for the rating
symbols of municipal securities.
Municipal Bonds
Moody's Investors Service:
Aaa: Municipal bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa: Municipal bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Municipal bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa: Bonds which are rated Baa are considered as medium grade obligations; i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Conditional Rating: Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes
B-48
<PAGE> 121
probable credit stature upon completion of construction or elimination of basis
of condition.
Rating Refinements: Moody's may apply numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
Standard & Poor's Corporation:
AAA: Municipal bonds rated AAA are highest grade obligations. They possess the
ultimate degree of protection as to principal and interest. In the market they
move with interest rates, and hence provide the maximum safety on all counts.
AA: Municipal bonds rated AA also qualify as high-grade obligations, and in the
majority of instances differ from AAA issues only in small degree. Here, too,
prices move with the long-term money market.
A: Municipal bonds rated A are regarded as upper medium grade. They have
considerable investment strength but are not entirely free from adverse effects
of changes in economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market behavior, but
also to some extent, economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
Provisional Ratings: The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the bonds being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project, makes no comment on the likelihood of,
or the risk of default upon failure of, such completion. The investor should
exercise his own judgment with respect to such likelihood and risk.
Note: The S&P ratings may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within the major rating categories.
B-49
<PAGE> 122
Fitch Investor's Service:
AAA: Bonds and notes rated AAA are regarded as being of the highest quality,
with the obligor having an extraordinary ability to pay interest and repay
principal which is unlikely to be affect by reasonably foreseeable events.
AA: Bonds and notes rated AA are regarded as high quality obligations. The
obligor's ability to pay interest and repay principal, while very strong, is
somewhat less than for AAA rated securities, and more subject to possible change
over the term of the issue.
A: Bonds and notes rated A are regarded as being of good quality. The obligor's
ability to pay interest and repay principal is strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances than
bonds and notes with higher ratings.
BBB: Bonds and notes rated BBB are regarded as being of satisfactory quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to weaken this ability than bonds with higher ratings.
Note: Fitch ratings may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within the major rating categories. These are
refinements more closely reflecting strengths and weaknesses, and are not to be
used as trend indicators.
Municipal Notes
Moody's:
Moody's ratings for state and municipal and other short-term obligations will be
designated Moody's Investment Grade ("MIG"). This distinction is in recognition
of the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing, while various factors of first importance in long-term
borrowing risk are of lesser importance in the short run. Symbols used will be
as follows:
MIG-1: Notes are of the best quality enjoying strong protection from established
cash flows of funds for their servicing or from established and broad-based
access to the market for refinancing, or both.
MIG-2: Notes are of high quality, with margins of protection ample, although not
so large as in the preceding group.
MIG-3: Notes are of favorable quality, with all security
elements accounted for, but lacking the undeniable strength of
B-50
<PAGE> 123
the preceding grades. Market access for refinancing, in
particular, is likely to be less well established.
MIG-4: Notes are of adequate quality, carrying specific risk but having
protection and not being distinctly or predominantly speculative.
Standard & Poor's:
Until June 29, 1984, Standard & Poor's used the same rating symbols for notes
and bonds. After June 29, 1984, for new municipal note issues due in three years
or less the ratings below usually will be assigned. Notes maturing beyond three
years will most likely receive a bond rating of the type recited above.
SP-1: Issues carrying this designation have a very strong or strong capacity to
pay principal and interest. Issues determined to possess overwhelming safety
characteristics will be given a "plus" (+) designation.
SP-2: Issues carrying this designation have a satisfactory capacity to pay
principal and interest.
Fitch:
Fitch Investment Note Ratings are grouped into four categories with the
indicated symbols. The ratings reflect Fitch's current appraisal of the degree
of assurance of timely payment, whatever the source.
FIN-1+: Notes assigned this rating are regarded as having the strongest degree
of assurance for timely payment.
FIN-1: Notes assigned this rating reflect an assurance of timely payment only
slightly less than the strongest issues.
FIN-2: Notes assigned this rating have a degree of assurance for timely payment
but with a lesser margin of safety than the prior two categories.
FIN-3: Notes with this rating have speculative characteristics which suggest
that the degree of assurance for timely payment is minimal.
Commercial Paper
Moody's:
Moody's Commercial Paper ratings, which are also applicable to municipal paper
investments permitted to be made by the Trust, are opinions of the ability of
issuers to repay punctually their promissory obligations not having an original
maturity in excess of nine months. Moody's employs the following designations,
all
B-51
<PAGE> 124
judged to be investment grade, to indicate the relative repayment
capacity of rated issuers:
P-1 (Prime-1): Superior capacity for repayment.
P-2 (Prime-2): Strong capacity for repayment.
P-3 (Prime-3): Acceptable capacity for repayment.
Standard & Poor's:
S&P's ratings are a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to
"D" for the lowest. Issues within the "A" category are delineated with the
numbers 1, 2, and 3 to indicate the relative degree of safety, as follows:
A-1: This designation indicates the degree of safety regarding timely payment is
very strong. A "plus" (+) designation indicates an even stronger likelihood of
timely payment.
A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only an adequate
capacity for timely payment. However, such capacity may be
damaged by changing conditions or short-term adversities.
The Commercial Paper Rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer and obtained by Standard & Poor's from other sources it
considers reliable. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information.
Fitch:
Fitch-1: Commercial paper assigned this rating is regarded as having the
strongest degree of assurance for timely payment.
Fitch-2: Issues assigned this rating reflect an assurance of timely payment
only slightly less in degree than the strongest issues.
Fitch-3: Commercial paper carrying this rating has a satisfactory degree of
assurance for timely payment but
B-52
<PAGE> 125
the margin of safety is not as great as the two higher categories.
Fitch-4: Issues carrying this rating have characteristics suggesting that the
degree of assurance for timely payment is minimal and is susceptible
to near term adverse change due to less favorable financial or
economic conditions.
B-53
<PAGE> 126
CALIFORNIA INVESTMENT TRUST II
FORM N-1A
------------------------------
PART C
OTHER INFORMATION
U.S. GOVERNMENT SECURITIES FUND
THE UNITED STATES TREASURY TRUST
S&P 500 INDEX FUND
S&P MIDCAP INDEX FUND
------------------------------
<PAGE> 127
CALIFORNIA INVESTMENT TRUST II
FORM N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Portfolio of Investments as of August 31, 1995; Statement of
Assets and Liabilities, as of August 31, 1995; Statement of
Operations for the year ended August 31, 1995; Statement of
Changes in Net Assets for the years ended August 31, 1994 and
1995; Financial Highlights for the various periods through
August 31, 1995; related notes to Financial Statements; and the
Report of Independent Accountants for U.S. Government Securities
Fund and The U.S. Treasury Trust, are incorporated by reference
to the Annual Report to Shareholders of the California
Investment Trust Fund Group for the year ended August 31, 1995.
(2) Portfolios of Investments as of August 31, 1995; Statements of
Assets and Liabilities as of August 31, 1995; Statements of
Operations for the year ended August 31, 1995; Statement of
Changes in Net Assets for the years ended August 31, 1994 and
1995; Financial Highlights (for a share outstanding during the
various periods through August 31, 1995); related notes to
Financial Statements; and the Report of the Independent
Certified Public Accountants for S&P 500 Index Fund and S&P
MidCap Index Fund are incorporated by reference to the Annual
Report to Shareholders of the California Investment Trust Fund
Group for the fiscal period ended August 31, 1995.
(b) Exhibits:
(1)(A) Agreement and Declaration of Trust, as amended(c)
(1)(B) Certificate of Amendment to the Agreement and
Declaration of Trust(d)
(2)(A) By-Laws(a)
(2)(B) By-Laws Amendment(f)
(3) Voting Trust Agreement -- not applicable
(4) Specimen Certificate -- not applicable
(5)(A) Form of Management Agreement(d)
(5)(B) Form of Sub-Advisory Agreement(d)
(6) Form of Underwriting Agreement(d)
(7) Bonus, Profit Sharing, Pension and Other Similar
Arrangements -- not applicable
(8) Custodian Agreement(c)
(9) Other Material Contracts -- not applicable
(10) Opinion and Consent of Counsel(b)
(11) Consent of Independent Accountants
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<PAGE> 128
(12) Financial Statements Omitted from Item 23 -- not
applicable
(13) Agreements as to initial capital; letter of
investment intent(c)
(14) Model Retirement Plan -- not applicable
(15) Distribution Plan adopted pursuant to Rule 12b-1
-- not applicable
(16) Schedules for Performance Quotations(e)
(17) Financial Data Schedule
- ---------------------------------------
a Previously filed as part of the original
Registration Statement of the Registrant as filed
on September 27, 1985.
b Previously filed as part of Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement as filed on November 25, 1985.
c Previously filed as part of Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement as filed on November 25, 1985.
d Previously filed as part of Pre-Effective
Amendment No. 12 to the Registrant's Registration
Statement as filed on February 11, 1992.
e Previously filed as part of Post-Effective
Amendment No. 13 to the Registrant's Registration
Statement as filed on November 2, 1992.
f Previously filed as part of Post-Effective
Amendment No. 16 to the Registrant's Registration
Statement as filed on November 2, 1993.
Item 25. Persons Controlled by or under Common Control with Registrant.
As of the date of this Post-Effective Amendment, to the knowledge of
the Registrant, the Registrant did not control any other person, nor was it
under common control with another person.
Item 26. Number of Holders of Securities.
As of October 31, 1995, the number of shareholders of each of
the Registrant's series of shares (Funds) were as follows:
<TABLE>
<CAPTION>
Title of Fund Number of Record Holders
- ------------- ------------------------
<S> <C>
U.S. Government Securities Fund 569
The United States Treasury Trust 280
S&P 500 Index Fund 971
S&P Midcap Index Fund 948
</TABLE>
Item 27. Indemnification.
C-2
<PAGE> 129
Please see Article VI of By-Laws (previously filed as Exhibit 2(A)) and
Article VII, Section 3 of the Agreement and Declaration of Trust, as amended
(previously filed as Exhibit 1). Pursuant to Rule 484 under the Securities Act
of 1933, as amended, the Registrant furnishes the following undertaking:
"Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, 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
issue."
Notwithstanding the provisions contained in the Registrant's By-Laws,
in the absence of authorization by the appropriate court on the merits pursuant
to Sections 4 and 5 of Article VI of said By-Laws, any indemnification under
said Article shall be made by Registrant only if authorized in the manner
provided in either subsection (a) or (b) of Section 6 of Article VI.
Item 28. Business and Other Connections of Investment Adviser.
A. The Manager. CCM Partners, a California Limited Partnership, is
the Registrant's investment adviser with respect to these Funds. CCM Partners
has been engaged during the past two fiscal years as investment adviser of the
California Investment Trust, a diversified, open-end management investment
company, which comprises the following series: California Tax- Free Income
Fund, California Tax-Free Money Market Fund (from December, 1990 through
February 27, 1993, CCM Partners served only as the administrator and not as
adviser for this fund), and California Insured Tax-Free Income Fund. The
principal business address of California Investment Trust is 44 Montgomery
Street, Suite 2100, San Francisco, California 94104.
From December, 1990 through February 27, 1993, CCM Partners also served
as investment adviser of the California Tax- Free Money Trust, a registered
management investment company. The principal business address of California
Tax-Free Money Trust is 6 St. James Avenue, Boston, Massachusetts 02116.
The officers of CCM Partners, Richard F. Shelton, Phillip N.
McClanahan, and John R. Hill, have also served as officers and/or Trustees of
the Registrant and California Investment
C-3
<PAGE> 130
Trust during the past two fiscal years. Stephen C. Rogers, an officer of CCM
Partners, has also served as an officer of the Registrant and California
Investment Trust since October 1994. For additional information, please see
Part A of this Registration Statement.
B. The Sub-Adviser. Bank of America is the Registrant's Sub-Adviser
with respect to the S&P 500 Index Fund and S&P MidCap Index Fund. The
following information has been supplied to the Registrant by the Sub-Adviser,
and is believed to set forth the names of those directors of Bank of America
who are, or have been, during the past two fiscal years, engaged for their own
accounts in the capacities of director, officer, employee, partner, or trustee
in any other business, profession, vocation or employment of a substantial
nature, are set forth below:
<TABLE>
<CAPTION>
Name Affiliation
- ---- -----------
<S> <C>
Joseph Alibrandi Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman of the Board and Chief
Executive Officer, Whittaker Corporation, Los Angeles, California (manufacturer of
aerospace products). Chairman of the Board and Chief Executive Officer, BioWhittaker,
Inc. (manufacturer of biotechnology products). Other directorships: Catellus
Development Corporation; Jacobs Engineering Group, Inc.; Santa Fe Pacific Corporation.
Jill E. Barad Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chief Operating Officer, Mattel
Inc., 333 Continental Blvd., El Segundo, California 90405 (manufacturer of toys).
Peter B. Bedford Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. President, Bedford Property
Investors, Inc., Lafayette, California (real estate development and investment).
Andrew F. Brimmer Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. President, Brimmer & Company,
Inc., 4400 MacArthur Blvd., N.W., Suite 302, Washington, D.C. 20007 (economic and
financial consulting). Other directorships: BellSouth Corporation; Blackstone
Investment Income Trust, Inc.; Connecticut
</TABLE>
C-4
<PAGE> 131
<TABLE>
<CAPTION>
Name Affiliation
- ---- -----------
<S> <C>
Mutual Life Insurance Company; E.I. duPont de Nemours and Company; Gannett Company,
Inc.; MNC Financial Corp. (and American Security Bank N.A.); Mercedes-Benz, N.A.;
Navistar International Corporation; PHH Corporation; UAL Corporation.
Richard A. Clarke Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman of the Board and Chief
Executive Officer, Pacific Gas and Electric Company, San Francisco, California (gas
and electric utility).
Lewis W. Coleman Director and Vice Chairman of the Board, BankAmerica Corporation (bank holding
company), Bank of America NT&SA, Bank of America Center, San Francisco, California
94104. Director, Chiron Corporation.
Timm F. Crull Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman and Chief Executive
Officer, Nestle USA, Inc., Glendale, California (food and related products
processing).
Kathleen F. Feldstein Director, BankAmerica Corporation (bank holding Company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. President, Economics Studies,
Inc. (economic consulting), 147 Clifton Street, Belmont, Massachusetts 02178.
Director, Kleinwort Benson Australian Income Fund.
Donald E. Guinn Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman Emeritus, Pacific
Telesis Group, San Francisco, California (telecommunications and diversified holding
company). Other directorships: Brunswick Corporation; The Dial Corp.; Pacific Bell;
Pacific Mutual Life Insurance Company; Pyramid Technology Corporation; Sterling Payot
Company.
Philip M. Hawley Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman and Chief Executive
Officer, Carter Hawley Hale Stores, Inc., 444 South Flower
</TABLE>
C-5
<PAGE> 132
<TABLE>
<CAPTION>
Name Affiliation
- ---- -----------
<S> <C>
Street, 36th Floor, Los Angeles, California 90071 (retail department stores). Other
directorships: American Telephone and Telegraph Company; Atlantic Richfield Company;
Johnson & Johnson; Weyerhaeuser Company.
Frank L. Hope, Jr. Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Chairman of the Board, Hope
Design Group, San Diego, California (architectural and engineering firm).
Ignacio E. Lozano, Jr. Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Editor-in-Chief, La Opinion, Los
Angeles, California (newspaper publishing).
Cornell C. Maier Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Consultant, Kaiser Aluminum
Corporation (formerly KaiserTech Limited), 300 Lakeside Drive, Suite 302 Mall,
Oakland, California 94643 (aluminum).
Walter E. Massey Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Provost and Senior Vice
President, Academic Affairs, University of California, Berkeley, California
(education).
John M. Richman Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Of Counsel, Wachtel, Lipton,
Rosen and Katz, Chicago, Illinois (law firm).
Richard M. Rosenberg Director, Chairman of the Board, President and Chief Executive Officer, BankAmerica
Corporation (bank holding company), Bank of America NT&SA, Bank of America Center, San
Francisco, California 94104. Director, Airborne Express. Director, Northrop
Corporation. Member, Federal Advisory Council to the Board of Governors of the
Federal Reserve System.
</TABLE>
C-6
<PAGE> 133
<TABLE>
<CAPTION>
Name Affiliation
- ---- -----------
<S> <C>
A. Michael Spence Director, BankAmerica Corporation (bank holding company), Bank of America NT&SA, Bank
of America Center, San Francisco, California 94104. Dean of the Graduate School of
Business, Stanford University Stanford, California (education).
</TABLE>
The names of those executive officers of Bank of America who
are, or have been, during the past two fiscal years, engaged for their own
accounts in the capacities of director, officer, employee, partner, or trustee
in any other business, profession, vocation or employment, are set forth below,
with a description of the business, profession, vocation or employment, and the
name and principal business address of any company with which such persons are
connected:
<TABLE>
<CAPTION>
Name Affiliation
- ---- -----------
<S> <C>
Kathleen J. Burke Executive Vice President and Personnel Relations Officer, BankAmerica Corporation,
Bank of America NT&SA, Bank of America Center, San Francisco, California 94104.
David A. Coulter Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104.
Richard H. Daniel Executive Vice President and Assistant Treasurer, BankAmerica Corporation, Bank of
America NT&SA, Bank of America Center, San Francisco, California 94104.
Michael J. Halloran Executive Vice President and General Counsel, BankAmerica Corporation, Bank of America
NT&SA, Bank of America Center, San Francisco, California 94104.
Luke S. Helms Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104.
Jack L. Meyers Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104.
</TABLE>
C-7
<PAGE> 134
<TABLE>
<S> <C>
Bruce W. Mitchell Executive Vice President and General Auditor, BankAmerica Corporation, Bank of America
NT&SA, Bank of America Center, San Francisco, California 94104.
Raymond R. Peters Executive Vice President and Assistant Treasurer, BankAmerica Corporation, Bank of
America NT&SA, Bank of America Center, San Francisco, California 94104.
Thomas E. Peterson Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104. Director, VISA USA, Inc.
Michael E. Rossi Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104.
Cheryl A. Sorokin Executive Vice President and Secretary, BankAmerica Corporation, Bank of America
NT&SA, Bank of America Center, San Francisco, California 94104.
Martin A. Stein Vice Chairman, BankAmerica Corporation, Bank of America NT&SA, Bank of America Center,
San Francisco, California 94104.
Joseph E. Vaez Executive Vice President and Director of Credit Examination Services, BankAmerica
Corporation, Bank of America NT&SA, Bank of America Center, San Francisco, California
94104.
</TABLE>
Item 29. Principal Underwriters.
RFS Partners is the principal underwriter, and in that capacity
distributes the shares of the Funds. RFS Partners also serves as principal
underwriter for the California Investment Trust. Certain limited partners of
RFS Partners also serve as officers and/or trustees of the Registrant.
Item 30. Locations of Accounts and Records.
The accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
are kept by the Registrant's Shareholder Servicing and Transfer Agent, Firstar
Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
C-8
<PAGE> 135
Item 31. Management Services.
All management-related service contracts are discussed in Part A or
Part B of this Form N-1A.
Item 32. Undertakings.
(a) The Registrant hereby undertakes promptly to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
trustee or trustees when requested in writing to do so by the record holders of
not less than 10 per centum of the Registrant's outstanding shares and to
assist its shareholders in communicating with other shareholders in accordance
with the requirements of Section 16(c) of the Investment Company Act of 1940.
C-9
<PAGE> 136
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 it meets all of the requirements for effectiveness of this
Post-Effective Amendment to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Post- Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, the State
of California, on the 20th day of December, 1994.
CALIFORNIA INVESTMENT TRUST II
------------------------------
(Registrant)
By Richard F. Shelton*
------------------------------
Richard F. Shelton, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registrant's Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
Richard F. Shelton* Principal Executive December 20, 1995
- ------------------ Officer and Trustee
Richard F. Shelton
Phillip W. McClanahan* Principal Financial December 20, 1995
- --------------------- and Accounting Officer
Phillip W. McClanahan and Trustee
John R. Hill* Trustee December 20, 1995
- ------------
John R. Hill
Harry Holmes* Trustee December 20, 1995
- ------------
Harry Holmes
John B. Sias* Trustee December 20, 1995
- ------------
John B. Sias
</TABLE>
* By /s/ Julie Allecta
----------------------------------------
Julie Allecta, Attorney-in-Fact pursuant
to Power of Attorney previously filed.
C-10
<PAGE> 137
File No. 33-500
File No. 811-4418
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
------------------------
EXHIBITS
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 18
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 20
UNDER
THE INVESTMENT COMPANY ACT OF 1940
------------------------
CALIFORNIA INVESTMENT TRUST II
(Exact name of registrant as specified in its charter)
<PAGE> 138
CALIFORNIA INVESTMENT TRUST II
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
(11) Consent of Independent Accountants
----
(17) Financial Data Schedule
----
</TABLE>
<PAGE> 1
EXHIBIT NO. (11)
CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm in the Post-Effective
Amendment to the Registration Statement on Form N-1A of California Investment
Trust II and to the use of our report dated September 29, 1995 on the financial
statements and financial highlights of U.S. Government Securities Fund, The
United States Treasury Trust, S & P 500 Index Fund, and S & P MidCap Index,
each a series of shares of California Investment Trust II. Such financial
statements and financial highlights appear in the 1995 Annual Report to
Shareholders which are incorporated by reference in the Registration Statement
and Prospectus.
/s/ Tait, Weller & Baker
-----------------------------
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
December 15, 1995
<PAGE> 1
FINANCIAL DATA SCHEDULE
(For fiscal year ended August 31, 1995)
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT DATED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH ANNUAL REPORT.
<TABLE>
<S> <C>
California Tax-Free Money
Market Fund
- -----------
Net asset value per share - beginning of period $1.00
Net investment income (loss) per share 0.032
Net realized and unrealized gain (loss) per share 0
Dividends per share from net investment income 0.032
Distributions per share from realized gains 0
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period $1.00
Ratio of expenses to average net assets (before
expense reimbursements) 0.66%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
California Tax-Free
Income Fund
- -----------
Net asset value per share - beginning of period $12.17
Net investment income (loss) per share 0.61
Net realized and unrealized gain (loss) per share 0.30
Dividends per share from net investment income 0.66
Distributions per share from realized gains 0.20
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period $12.22
Ratio of expenses to average net assets (before
expense reimbursements) 0.62%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
California Insured
Intermediate Fund
- -----------------
Net asset value per share - beginning of period $10.23
Net investment income (loss) per share 0.44
Net realized and unrealized gain (loss) per share 0.30
Dividends per share from net investment income 0.48
Distributions per share from realized gains 0
Per share returns of capital and distributions from
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
other sources 0
Net asset value per share-end of period $10.49
Ratio of expenses to average net assets (before
expense reimbursements) 0.76%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
U.S. Government
Securities Fund
- ---------------
Net asset value per share - beginning of period $10.30
Net investment income (loss) per share 0.70
Net realized and unrealized gain (loss) per share 0.41
Dividends per share from net investment income 0.75
Distributions per share from realized gains 0
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period $10.66
Ratio of expenses to average net assets (before
expense reimbursement) 0.75%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
The United States
Treasury Trust
- --------------
Net asset value per share - beginning of period $1.00
Net investment income (loss) per share 0.050
Net realized and unrealized gain (loss) per share 0
Dividends per share from net investment income 0.50
Distributions per share from realized gains 0
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period $1.00
Ratio of expenses to average net assets (before
expense reimbursements) 0.72%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
S & P 500 Index Fund
- --------------------
Net asset value per share - beginning of period $11.38
Net investment income (loss) per share 0.39
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Net realized and unrealized gain (loss) per share 1.94
Dividends per share from net investment income 0.37
Distributions per share from realized gains 0.03
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period 13.31
Ratio of expenses to average net assets (before
expense reimbursement) 1.04%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
S & P Midcap Index Fund
- -----------------------
Net asset value per share - beginning of period $12.21
Net investment income (loss) per share 0.26
Net realized and unrealized gain (loss) per share 2.04
Dividends per share from net investment income 0.25
Distributions per share from realized gains 0.44
Per share returns of capital and distributions from
other sources 0
Net asset value per share-end of period $13.82
Ratio of expenses to average net assets (before
expense reimbursement) 0.80%
Average debt outstanding during recent period 0
Average debt outstanding per share 0
</TABLE>
