INSIGHTFUL INVESTOR GROWTH FUND
Annual Report
December 31, 1996
<PAGE>
February, 1997
Dear Shareholder:
1996 was a very volatile year for the stock market in general. The broader
averages like the Dow Jones Industrial Average and Standard & Poor's 500 surged
to new highs by the end of May, only to pull back sharply in June and July. And
then surge to even more new highs by the end of the year. For the year the Dow
was up 26.0% and the S&P 500 was up 20.3%.
Insightful Investor Growth Fund experienced similar volatility. The Fund was up
10% in early June, then proceeded to give back all of its first half gains in
the correction that followed. The Fund then surged to new highs and was up
16.24% by September 30th.
While investors focused their attention primarily on the large cap Dow and S&P
500 stocks over the last three months of the year, some of the Fund's smaller
cap quality growth stocks (which happened to comprise about 35% of the Fund's
assets) did not receive much attention at all.
For example, over the last three months of the year, the Fund's largest holding,
little-followed PolyPhase Corporation, actually saw its stock fall in price --
from $7.50 per share to $5.25 per share. This despite the fact that the company
announced it had obtained financing from Lehman Brothers Holdings to begin
building a $750 million domed stadium/convention center in Las Vegas.
I'll talk a lot more about PolyPhase and its superb prospects in a minute.
However, these types of pullbacks adversely affected the Fund's performance. As
a result, the Fund finished 1996 up just 5.37% for the year.
While I am disappointed with the Fund's performance over the last three months
of the year, I firmly believe that this brief period of underperformance will
correct itself in the months to come. I'm not just saying I'm confident, I'm
demonstrating my confidence in two tangible ways:
#1- I have been and will continue to be an investor in the Fund. In fact, I am
one of the Fund's largest shareholders.
#2-I've waived all management fees due my firm from the Fund since inception.
I'm going to continue to waive these fees until I'm more satisfied with the
Fund's performance.
<PAGE>
Now, on to more important matters - - the portfolio. I believe our portfolio is
well positioned to prosper during 1997. Before I discuss our largest position,
PolyPhase, let me briefly review the Fund's long-term investment objective and
the strategies I utilize to achieve that objective.
Simply stated, the investment objective of the Fund is simple: To seek growth of
capital. The strategy employed is also simple but not necessarily easy to
employ: To invest in a very select group of America's great growth companies
that are uncovered first by some of America's elite investors - - The Warren
Buffetts, Peter Lynchs and Mario Gabellis of the investment world.
As an illustration, let me discuss the Fund's largest holding with you,
PolyPhase Corporation. PolyPhase is grossly undervalued. Simply put, this is an
undervalued situation of the highest proportions. To the point where, I felt a
very large position for the Fund was a wonderful opportunity. With its
compelling fundamentals, I believe PolyPhase stock will soon receive the kind of
attention it deserves as well as a much stronger stock price.
First off, PolyPhase was cited in Fortune Magazine as the #1 small growth
company in America. Its revenue has grown from $5.6 million in 1992 to $102
million in 1995. PolyPhase just announced that revenue for the year ended
9/30/96 is just shy of $150 million. That's significant growth.
Secondly, the great growth stock investor, Jerry Kennedy, has a large position
in this company. Finally, after carefully reviewing the fundamentals of the
company, I saw a company that was not only a great growth company but also
looked to me like a great value play, since its stock price was selling, in my
opinion, at both a reasonable P/E ratio in view of its growth record and at a
very low level vis a vis the company's true value.
You see, PolyPhase is a small conglomerate operating four distinct subsidiaries.
Their largest subsidiary is Overhill Farms, a food company that provides food
for airlines and Jenny Craig Diet centers. PolyPhase bought this company for
less than $30 million and it is said to be worth over 2-3 times that price
today. This value, of course, is not yet reflected on the company's books.
As if all of this was not enough, Polyphase has a 14% interest in a most
exciting and promising venture. They will be building the largest (seating up to
110,000 people) domed stadium in the world in Las Vegas. The stadium would host
sporting events, conventions and other events with "smart" flexible seating that
could configure different arrangements based on the event for 28,000-110,000
people. The stadium will have 351 luxury suites of up to 8,000 square feet. The
suites will be available for use throughout the year, whether there are events
in the stadium or not. I could envision major corporations lining up for them.
There are also plans for an on-site, non-gaming hotel, 250,000 square feet of
conference and convention space, and a parking garage.
Lehman Brothers Holdings, Inc. has lent $50 million so far to acquire the 61.5
acres of prime downtown Las Vegas real estate. It is expected that they will
finance this $750 million project and be a 50% equity partner.
So, there you have my reasons for making PolyPhase the largest holding of the
Fund's portfolio. I think there is huge upside potential and I believe there is
limited downside risk. Will there be bumps along the way? Undoubtedly, yes!
Managing growth of this magnitude requires excellent management and can, of
course, be treacherous at times.
<PAGE>
When will Wall Street begin to recognize
this little company? That's the big question here. But, as Peter Lynch says, a
great singer will eventually get recognized. Accordingly, I'm confident that if
PolyPhase continues to perform as it has in the past, it will begin to be
recognized on Wall Street and its stock price will begin to more fully reflect
its performance and value.
I look forward to updating you on the Fund's positions during our next report.
For now, I look forward to a rewarding but volatile 1997.
Sincerely,
/s/
Dan Bruce Levine
Portfolio Manager
<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE
INSIGHTFUL INVESTOR GROWTH FUND AND THE S & P 500 INDEX.
Insightful Investor Growth Fund S & P 500 Index
<C> <C> <C> <C>
7/28/95 10,000 10,000
9/30/95 10,160 10,425
12/31/95 11,593 11,052
3/31/96 11,083 11,647
6/30/96 11,513 12,162
9/30/96 13,394 12,543
12/31/96 12,216 13,592
</TABLE>
Average Annual Total Return
1 Year: 5.37% Since Inception (7/28/95): 15.02%
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS at December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
Shares COMMON STOCKS: 91.7% Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
Advertising: 1.7%
<S> <C> <C>
5,000 National Media Corp..................................................... $ 35,000
--------
Business Services: 3.3%
2,000 Robert Half International, Inc.......................................... 68,750
------
Computer Peripheral Equipment: 3.2%
800 Electronics for Imaging................................................. 65,800
------
Computers and Software: 8.9%
14,000 Cable-SAT Systems, Inc.................................................. 89,250
9,000 CompuCom Systems, Inc................................................... 96,750
------
186,000
-------
Conglomerate/Food Services: 29.0%
115,000 PolyPhase Corp.......................................................... 603,750
-------
Electronics: 5.0%
4,000 Electro Scientific Industries, Inc...................................... 104,000
-------
Financial Services: 10.9%
6,100 DVI, Inc................................................................ 79,300
1,400 Green Tree Financial Corp............................................... 54,075
6,500 Olympic Financial, Ltd.................................................. 93,437
------
226,812
-------
Healthcare: 4.3%
2,000 United Healthcare Corp.................................................. 90,000
------
Industrial Products: 1.5%
5,000 Image Guided Technologies, Inc.......................................... 30,000
------
Manufacturers/Specialty Equipment: 4.3%
7,000 Tridex.................................................................. 90,125
------
Medical Specialties: 2.3%
3,000 Orthodontic Centers of America.......................................... 48,000
------
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
SCHEDULE OF INVESTMENTS at December 31, 1996, Continued
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
Oil Equipment and Services: 5.0%
2,600 Seitel, Inc............................................................. $ 104,000
---------
Retail: 5.4%
22,000 U.S. Pawn............................................................... 112,750
-------
Telecommunications: 4.2%
3,400 Intermedia Communications, Inc.......................................... 87,550
------
Waste Management: 2.7%
75,000 Comprehensive Environmental Systems..................................... 56,250
------
Total Common Stocks (cost $1,580,566)................................... 1,908,787
---------
WARRANT: 0.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Computers and Software: 0.9%
12,333 Cable-SAT Systems, Inc. (cost $14,167).................................. 18,500
------
Principal Amount REPURCHASE AGREEMENT: 2.7%
- ------------------------------------------------------------------------------------------------------------------------------------
$57,000 Star Bank Repurchase Agreement, 5.00%, dated 12/31/96,
due 1/2/97, collaterized by $65,000 GNMA, due 1/20/24
(proceeds $57,016) (cost $57,000)....................................... 57,000
------
Total Investment in Securities (cost $1,651,733+): 95.3%................ 1,984,287
Other Assets less Liabilities: 4.7%..................................... 98,134
------
Total Net Assets: 100.0%................................................ $ 2,082,421
===========
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
SCHEDULE OF INVESTMENTS at December 31, 1996, Continued
- ------------------------------------------------------------------------------------------------------------------------------------
Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Common Stocks
- ------------------------------------------------------------------------------------------------------------------------------------
4,424 SyQuest (proceeds $39,851).............................................. $ 16,314
========
<FN>
+ At December 31, 1996, the cost of securities for Federal tax purposes was the
same as the basis for financial reporting. Unrealized appreciation and
depreciation of securities were as follows:
Gross unrealized appreciation........................................... $ 425,479
Gross unrealized depreciation........................................... (69,388)
-------
Net unrealized appreciation.................................... $ 356,091
=========
</FN>
</TABLE>
See Accompanying Notes to Financial Statements.
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES at December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C>
Investments in securities, at value (identified cost $1,651,733) (Note 2-A) ........... $1,984,287
Deposit with brokers for securities sold short......................................... 116,745
Cash................................................................................... 359
Receivable from Advisor................................................................ 10,559
Prepaid expenses and other assets...................................................... 3,756
-----
Total assets .............................................................. 2,115,706
---------
LIABILITIES
Securities sold short, at value - proceeds $39,851..................................... 16,314
Payables:
Administration fee............................................................... 1,436
Distribution fees................................................................ 1,312
Dividends........................................................................ 42
Accrued expenses ...................................................................... 14,181
------
Total liabilities.......................................................... 33,285
------
NET ASSETS .............................................................................. $2,082,421
==========
Net asset value, offering and redemption price per share
($2,082,421/171,068 shares outstanding;
unlimited number of shares authorized without par value) ........................ $12.17
======
COMPONENTS OF NET ASSETS
Paid-in capital ....................................................................... $1,735,319
Accumulated net realized loss on investments........................................... (8,989)
Net unrealized appreciation on investments............................................. 356,091
-------
Net assets ...................................................................... $2,082,421
==========
</TABLE>
See Accompanying Notes to Financial Statements.
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS - For the Year ended December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Income
<S> <C>
Interest ........................................................................ $ 13,336
Dividends........................................................................ 3,246
-----
Total investment income ................................................... 16,582
------
Expenses
Administration fees (Note 3)..................................................... 30,040
Advisory fees (Note 3) .......................................................... 26,451
Custodian and accounting fees.................................................... 18,156
Auditing fees.................................................................... 14,259
Transfer agent fees.............................................................. 9,218
Legal fees....................................................................... 8,695
Distribution expenses (Note 4)................................................... 5,290
Reports to shareholders.......................................................... 4,262
Miscellaneous fees............................................................... 3,935
Trustees' fees................................................................... 2,758
Registration fees................................................................ 1,505
Dividends on short sales......................................................... 55
--
Total expenses............................................................. 124,624
Less: expenses reimbursed (Note 3)......................................... (71,647)
-------
Net expenses............................................................... 52,977
------
Net investment loss ...................................................... (36,395)
-------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from security transactions .......................................... 49,273
Net change in unrealized appreciation on investments .................................. 56,457
------
Net realized and unrealized gain on investments ................................. 105,730
-------
Net Increase in Net Assets Resulting from Operations ...................... $ 69,335
========
</TABLE>
See Accompanying Notes to Financial Statements.
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
Year July 28, 1995*
ended through
December 31, 1996 December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS FROM:
OPERATIONS
<S> <C> <C>
Net investment (loss) income................................................. $ (36,395) $ 1,891
Net realized gain (loss) from security transactions ......................... 49,273 (51,017)
Net change in unrealized appreciation on investments......................... 56,457 299,634
------ -------
Net increase in net assets resulting from operations .................. 69,335 250,508
------ -------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income........................................................ -0- (1,891)
Net realized gain from security transactions................................. (7,245) -0-
------ -
Total dividends and distributions ..................................... (7,245) (1,891)
------ ------
CAPITAL SHARE TRANSACTIONS
Net (decrease) increase in net assets derived from net change in
outstanding shares (a).................................................... (43,371) 1,815,085
------- ---------
Total increase in net assets .......................................... 18,719 2,063,702
NET ASSETS
Beginning of period ......................................................... 2,063,702 -0-
--------- -
End of period (including accumulated net investment loss of
$0 and $0, respectively) ................................................ $2,082,421 $2,063,702
========== ==========
<FN>
(a) A summary of capital shares transactions is as follows:
Year July 28, 1995*
ended through
December 31, 1996 December 31, 1995
Shares Value Shares Value
Shares sold ...................................... 55,678 $630,334 183,449 $1,873,324
Shares issued in reinvestment of distribution..... 591 7,203 184 1,891
Shares redeemed................................... (63,307) (680,908) (5,527) (60,130)
------- -------- ------ -------
Net (decrease) increase .......................... (7,038) $ (43,371) 178,106 $1,815,085
====== ========= ======= ==========
*Commencement of operations.
</FN>
</TABLE>
See Accompanying Notes to Financial Statements.
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout each period
- ------------------------------------------------------------------------------------------------------------------------------------
Year July 28, 1995*
ended through
December 31, 1996 December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period ..................................... $11.59 $10.00
------ ------
Income from investment operations:
Net investment (loss) income ....................................... (.21) .01
Net realized and unrealized gain on investments .................... .83 1.59
--- ----
Total from investment operations.......................................... .62 1.60
--- ----
Less distributions:
Dividends from net investment income................................ -0- (.01)
Distributions from net capital gains................................ (.04) -0-
---- -
Total distributions....................................................... (.04) (.01)
---- ----
Net asset value, end of period ........................................... $12.17 $11.59
====== ======
Total return ............................................................. 5.37% 15.93%++
Ratios/supplemental data:
Net assets, end of period (millions)......................................... $ 2.1 $ 2.1
Ratio of expenses to average net assets:
Before expense reimbursement ....................................... 5.89% 8.13%+
After expense reimbursement......................................... 2.50% 2.50%+
Ratio of net investment (loss) income to average net assets:
Before expense reimbursement ....................................... (5.10)% (5.31)%+
After expense reimbursement ........................................ (1.72)% 0.32%+
Portfolio turnover rate .................................................. 192.68% 50.75%
Average commission rate paid per share +++................................. $.0373 --
<FN>
*Commencement of operations.
+Annualized.
++Not Annualized.
+++For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on which
commissions are charged. This amount may vary from period to period and fund to
fund depending on the mix of trades executed in various markets where trading
practices and commission rate structures may differ.
</FN>
</TABLE>
See Accompanying Notes to Financial Statements.
<PAGE>
INSIGHTFUL INVESTOR GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION
The Insightful Investor Growth Fund (the "Fund") is a diversified series
of shares of beneficial interest of Professionally Managed Portfolios (the
"Trust"), which is registered under the Investment Company Act of 1940 (the
"1940 Act") as an open-end management investment company. The Fund began
operations on July 28, 1995. The investment objective of the Fund is growth of
capital.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund. These policies are in conformity with generally accepted
accounting principles.
A. Security Valuation. Investments in securities traded on a national
securities exchange or included in the NASDAQ National Market System
are valued at the last reported sale price at the close of regular
trading on the last business day of the period; securities traded on
an exchange or NASDAQ for which there have been no sales and other
over-the-counter securities are valued at the last reported bid
price. Securities for which quotations are not readily available are
valued at their respective fair values as determined in good faith by
the Board of Trustees. Short-term investments are stated at cost,
which when combined with accrued interest, approximates market value.
U.S. Government securities with less than 60 days remaining to
maturity when acquired by the Fund are valued on an amortized cost
basis. U.S. Government securities with more than 60 days remaining to
maturity are valued at the current market value (using the mean
between the bid and asked price) until the 60th day prior to
maturity, and are then valued at amortized cost based upon the value
on such date unless the Board determines during such 60 day period
that this amortized cost basis does not represent fair value.
B. Federal Income Taxes. The Fund intends to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to
its shareholders. Therefore, no federal income tax provision is
required.
C. Security Transactions, Investment Income and Distributions. As is
common in the industry, security transactions are accounted for on
the trade date. Dividend income and distributions to shareholders are
recorded on the ex-dividend date.
D. Short Sales. A short sale transaction occurs when the Fund sells a
security it does not own, in anticipation that the market price of
the security will decline. If the value of the security sold short
increases between the time of the short sale and the time the Fund
closed out the short position, the Fund realizes a loss. Any dividend
declared on short positions existing on the record date shall be
recorded on the ex-dividend date and included as an expense of the
period.
E. Accounting Estimates. In preparing financial statements in conformity
with generally accepted accounting principles, management makes
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements, as well as
the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
NOTE 3 - INVESTMENT ADVISORY AND MANAGEMENT FEES AND OTHER TRANSACTIONS WITH
AFFILIATES
For the year ended December 31, 1996, Insightful Management Corporation
(the "Advisor") provided the Fund with investment management services under an
Investment Advisory Agreement. The Advisor furnished all investment advice,
office space, facilities, and most personnel needed by the Fund. As compensation
for its services, the Advisor is entitled to a monthly fee at the annual rate of
1.25% based upon the average daily net assets of the Fund. For the year ended
December 31, 1996, the Fund incurred $26,451 in advisory fees.
The Fund is responsible for its own operating expenses. The Advisor has
undertaken to limit the Fund's aggregate annual operating expenses to 2.50% of
average net assets. During the year ended December 31, 1996, the Advisor waived
all of its advisory fees and in addition voluntarily reimbursed $45,196 of the
Fund's operating expenses. Any such reductions made by the Advisor in its fees
or payments or reimbursements of expenses which are the Fund's obligation are
subject to reimbursement by the Fund provided the Advisor is able to effect such
reimbursement and remain in compliance with any applicable laws or expense
limitations.
Investment Company Administration Corporation (the "Administrator") acts
as the Fund's Administrator under an Administration Agreement. The Administrator
prepares various federal and state regulatory filings, reports and returns for
the Fund; prepares reports and materials to be supplied to the trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates the preparation and payment of Fund expenses and reviews the Fund's
expense accruals. For its services, the Administrator receives a monthly fee at
the following annual rate:
Under $15 million $30,000
$15 to $50 million 0.20% of average net assets
$50 to $100 million 0.15% of average net assets
$100 to $150 million 0.10% of average net assets
over $150 million 0.05% of average net assets
Newcomb & Company (the "Distributor") acts as the Fund's principal
underwriter in a continuous public offering of the Fund's shares.
Certain officers and Trustees of the Trust are also officers and/or
directors of the Administrator.
NOTE 4 - DISTRIBUTION COSTS
The Fund has adopted a Distribution and Shareholder Servicing Plan (the
"Plan") in accordance with Rule 12b-1 under the 1940 Act. The Plan provides that
the Fund may pay a fee to the Distributor at an annual rate of up to 0.25% of
the average daily net assets of the Fund. Payments made pursuant to the Plan are
limited to the actual expenses incurred by the Distributor in activities that
are primarily designed to promote the sale of shares of the Fund. The Fund
incurred $5,290 in distribution expenses for the year ended December 31, 1996.
NOTE 5 - INVESTMENT TRANSACTIONS
Purchases and sales of securities, other than short-term investments, for
the year ended December 31, 1996 were $3,575,694 and $3,554,922,
respectively.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders of
Insightful Investor Growth Fund and
the Board of Trustees of
Professionally Managed Portfolios
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Insightful Investor Growth Fund (a
series of Professionally Managed Portfolios) as of December 31, 1996, and the
related statements of operations for the year then ended and changes in net
assets and the financial highlights for the year then ended and for the period
from July 28, 1995 (commencement of operations) to December 31, 1995. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Insightful Investor Growth Fund as of December 31, 1996, the results of its
operations for the year then ended, and the changes in its net assets and the
financial highlights for the year then ended and for the period from July 28,
1995 (commencement of operations) to December 31, 1995, in conformity with
generally accepted accounting principles.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
February 14, 1997
<PAGE>
Advisor
Insightful Management Corporation
175 Great Neck Road - Suite 307
Great Neck, New York 11021
Distributor
Newcomb & Company
Six New England Executive Park
Burlington, Massachusetts 01803
Custodian
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
Transfer Agent
American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, New York 11743
Auditors
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102
Legal Counsel
Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104
This report is intended for shareholders
of the Insightful Investor Growth
Fund and may not be used as sales
literature unless preceded or
accompanied by a current prospectus.
