PATHFINDER FUND
P.O. Box 75231
Los Angeles, CA 90075-0231
(800) 444-4778
This letter constitutes a supplement, dated December 3, 1999,
to the Fund's Prospectus dated November 30, 1998
Dear Shareholder:
On December 3, 1999, the Board of Trustees of
Pathfinder Trust unanimously determined to liquidate and
terminate the Trust and PATHFINDER FUND (the "Fund"). The
Board's decision is based primarily on the small size of the Fund
and the effects of that size on the expenses of operating the
Fund relative to its income. After considering various
alternatives, including the possible combination of the Fund with
another unaffiliated mutual fund, the Board ultimately determined
that liquidation was in the best interests of the Fund's
shareholders. Among other things, the proposed liquidation will
permit the Fund's shareholders to invest the distributions they
receive upon the Fund's liquidation in investment vehicles of
their own choice.
The proposed liquidation remains subject to approval by
the Fund's shareholders. We intend to hold a special meeting of
shareholders to approve the liquidation in early January 2000,
and to complete the liquidation as soon as practicable after
shareholder approval. Prior to the shareholders' meeting, you
will receive proxy materials describing the proposed liquidation
in more detail.
On December 3, 1999, the Board of Trustees also voted
to establish a reserve in the amount of $25,000, which is
estimated to cover the legal, accounting, printing and other
expenses associated with the proposed liquidation and the related
shareholders' meeting. This reserve will be charged against the
net assets of the Fund on Monday, December 6, 1999. The Board
determined that this reserve is in the best interests of the
Fund's shareholders because it will result in those expenses
being allocated proportionately among all shareholders as of that
date.
As a result of these actions, the Fund will no longer
accept any additional investments in the Fund from new or
existing shareholders, except as a result of the reinvestment of
dividends and capital gains distributions on existing shares.
These actions will not affect your right to redeem your shares,
and the Fund will continue to honor all redemption requests in
accordance with its current Prospectus. Questions about your
account and redemption requests should be directed to the Fund's
shareholder servicing agent at:
(800) 207-0760
Very truly yours,
/s/
Edwin R. Bernstein
President and Trustee
