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Filed pursuant to Rule 497(c)
File Nos. 33-19229; 811-5430
THE SEVEN SEAS SERIES FUND
TWO INTERNATIONAL PLACE, 35TH FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 654-6089
MONEY MARKET FUND
CLASS A SHARES
The Seven Seas Series Fund is a registered, open-end investment company with
multiple portfolios, each of which is a mutual fund. This Prospectus describes
and offers shares of beneficial interest in one of the mutual funds, The Seven
Seas Series Money Market Fund (the "Money Market Fund" or "Fund"). The Money
Market Fund seeks to maximize current income, to the extent consistent with the
preservation of capital and liquidity and the maintenance of a stable $1.00 per
share net asset value, by investing in dollar denominated securities with
remaining maturities of one year or less. The Fund's shares are offered without
sales commissions. However, the Fund pays certain distribution expenses under
its Rule 12b-1 plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE US
GOVERNMENT. THERE IS NO ASSURANCE THAT THE MONEY MARKET FUND WILL MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE. SHARES IN THE FUND ARE NOT DEPOSITS
OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, STATE STREET BANK AND TRUST
COMPANY, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND INVOLVE
INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Please read and retain this
document for future reference. Additional information about the Fund has been
filed with the Securities and Exchange Commission in a Statement of Additional
Information dated December 29, 1995. The Statement of Additional Information is
incorporated herein by reference and is available without charge from
Distributor at its address noted below or by calling (617) 654-6089.
<TABLE>
<S> <C> <C>
INVESTMENT ADVISER, CUSTODIAN
AND TRANSFER AGENT: DISTRIBUTOR: ADMINISTRATOR:
State Street Bank and Trust Russell Fund Distributors, Frank Russell Investment
Company Inc. Management Company
225 Franklin Street Two International Place 909 A Street
Boston, Massachusetts 02110 35th Floor Tacoma, Washington 98402
(617) 654-4721 Boston, Massachusetts 02110 (206) 627-7001
(617) 654-6089
</TABLE>
PROSPECTUS DATED DECEMBER 29, 1995
(AS REVISED ON JANUARY 23, 1996)
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Fund Operating Expenses.................................................................................... 3
Financial Highlights....................................................................................... 4
The Seven Seas Series Fund................................................................................. 5
Manner of Offering......................................................................................... 5
Investment Objective, Policies and Restrictions............................................................ 5
Portfolio Maturity......................................................................................... 9
Dividends and Distributions................................................................................ 9
Taxes...................................................................................................... 10
Valuation of Fund Shares................................................................................... 10
Purchase of Fund Shares.................................................................................... 11
Redemption of Fund Shares.................................................................................. 13
General Management......................................................................................... 14
Fund Expenses.............................................................................................. 17
Performance Calculations................................................................................... 17
Additional Information..................................................................................... 18
</TABLE>
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FUND OPERATING EXPENSES
THE SEVEN SEAS SERIES MONEY MARKET FUND
CLASS A SHARES
The purpose of the following table is to assist the investor in
understanding the various costs and expenses that an investor in Class A shares
of the Money Market Fund will incur directly or indirectly. THE EXAMPLES
PROVIDED IN THE TABLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. Actual expenses may be greater or less than those shown. For
additional information, see "General Management."
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
- ------------------------------
Sales Load Imposed on Purchases.......................................................................................... None
Sales Load Imposed on Reinvested Dividends............................................................................... None
Deferred Sales Load...................................................................................................... None
Redemption Fees.......................................................................................................... None
Exchange Fee............................................................................................................. None
ANNUAL FUND OPERATING EXPENSES:
- ------------------------------
(as a percentage of average daily net assets)
Advisory Fees............................................................................................................ .25%
12b-1 Fees (1)........................................................................................................... .05
Other Expenses........................................................................................................... .08
----
Total Operating Expenses (2)............................................................................................. .38%
----
----
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
EXAMPLES:
You would pay the following expenses on a $1,000 investment, assuming: (i) 5.0% annual
return; and (ii) redemption at the end of each time period:.............................. $ 4 $ 12 $ 21 $ 48
------ ------- ------- --------
------ ------- ------- --------
</TABLE>
The shares of the Fund are divided into three classes: Class A, Class B and
Class C. Class A shares are designed for institutional investors. Class B shares
are offered through financial institutions that provide certain account
administration services. Class C shares are offered through certain financial
institutions that provide certain account administration and shareholder liaison
services. Each class of shares of the Fund is entitled to the same rights and
privileges as all other classes of shares of the Fund, provided however, that
each class bears the expenses related to its distribution and shareholder
servicing arrangements and certain other expenses attributable to the class.
Annual distribution and shareholder servicing expenses for Class A, Class B and
Class C shares are equal to approximately .05%, .30% and .55%, respectively, of
the average daily net asset value of the shares of the class. Total operating
expenses for Class A, Class B and Class C shares are equal to approximately
.38%, .65% and .93%, respectively, of the average daily net asset value of the
shares of the class.
- ------------------------
(1) Rule 12b-1 fees include expenses paid for shareholder servicing activities.
(2) Investors purchasing Fund shares through a financial intermediary, such as a
bank or an investment adviser, may also be required to pay additional fees
for services provided by the intermediary. Such investors should contact the
intermediary for information concerning what additional fees, if any, will
be charged.
3
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FINANCIAL HIGHLIGHTS
THE SEVEN SEAS SERIES MONEY MARKET FUND
The following table contains important financial information relating to the
Money Market Fund and has been audited by Coopers & Lybrand L.L.P., the Fund's
independent accountants. The table includes selected data for a Class A share
outstanding throughout each fiscal year or period ended August 31, and other
performance information derived from the financial statements. The Investment
Company is authorized to issue Class B and Class C shares of the Money Market
Fund although shares have not been offered on these classes as of the date of
this Prospectus. The table appears in the Fund's Annual Report and should be
read in conjunction with the Fund's financial statements and related notes,
which are incorporated by reference in the Statement of Additional Information
and which appear, along with the report of Coopers & Lybrand L.L.P., in the
Fund's Annual Report to Shareholders. More detailed information concerning the
Fund's performance, including a complete portfolio listing and audited financial
statements, is available in the Fund's Annual Report, which may be obtained
without charge by writing or calling the Distributor.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988++
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
--------- --------- --------- --------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income.............. .0538 .0330 .0320 .0458 .0686 .0817 .0883 .0239
--------- --------- --------- --------- --------- --------- --------- ---------
LESS DISTRIBUTIONS:
Net investment income.............. (.0538) (.0330) (.0320) (.0458) (.0686) (.0817) (.0883) (.0239)
--------- --------- --------- --------- --------- --------- --------- ---------
NET ASSET VALUE, END OF YEAR......... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RETURN (%)(a).................. 5.52 3.35 3.24 4.68 7.08 8.48 9.19 2.41
RATIOS(%)/SUPPLEMENTAL DATA:
Operating expenses, net, to average
daily net assets (b).............. .39 .36 .33 .35 .37 .37 .43 .44
Operating expenses, gross, to
average daily net assets (b)...... .39 .36 .38 .35 .38 .43 .51 .63
Net investment income to average
daily net assets (b).............. 5.37 3.33 3.20 4.40 6.59 8.13 8.97 7.30
Net assets, end of year ($000
omitted).......................... 2,752,895 3,020,796 2,502,483 4,263,057 1,645,428 650,598 442,614 193,777
Per share amount of fees waived ($
omitted).......................... -- -- .0005 -- .0000 .0005 .0004 .0010
</TABLE>
- ------------------------------
++ For the period May 2, 1988 (commencement of operations) to August 31, 1988.
(a) Periods less than one year are not annualized.
(b) The ratios for the period ended August 31, 1988 are annualized.
4
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THE SEVEN SEAS SERIES FUND
The Seven Seas Series Fund ("Investment Company") is an open-end management
investment company that is organized as a Massachusetts business trust. In
addition, each series of the Investment Company is diversified as defined in the
Investment Company Act of 1940, as amended ("1940 Act"). As a "series" company,
Investment Company is authorized to issue an unlimited number of shares
evidencing beneficial interests in different investment portfolios. Through this
Prospectus, Investment Company offers Class A shares in The Seven Seas Series
Money Market Fund. State Street Bank and Trust Company (the "Adviser" or "State
Street") serves as the investment adviser for the Fund.
MANNER OF OFFERING
DISTRIBUTION AND ELIGIBLE INVESTORS. Shares of the Fund are offered without
a sales commission by Russell Fund Distributors, Inc., Investment Company's
distributor, to US and foreign institutional and retail investors that invest
for their own account or in a fiduciary or agency capacity. The Fund will incur
distribution expenses under its Rule 12b-1 plan. See "General Management --
Distribution Services and Shareholder Servicing Arrangements."
MINIMUM AND SUBSEQUENT INVESTMENT. The Fund requires a minimum initial
investment of $1,000. A shareholder's investment in the Fund may be subject to
redemption at the Fund's discretion if the account balance is less than $500 as
a result of shareholder redemptions. The Fund reserves the right to reject any
purchase order.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The Fund has a fundamental investment objective, which may be changed only
with the approval of a majority of the Fund's shareholders as defined by the
1940 Act. There can be no assurance that the Fund will meet its investment
objective.
The Money Market Fund's fundamental investment objective is to maximize
current income, to the extent consistent with the preservation of capital and
liquidity and the maintenance of a stable $1.00 per share net asset value, by
investing in dollar denominated securities with remaining maturities of one year
or less.
The Fund attempts to meet its investment objective by investing in high
quality money market instruments. Such instruments include: (1) US Treasury
bills, notes and bonds; (2) other obligations issued or guaranteed as to
interest and principal by the US Government, its agencies, or instrumentalities;
(3) instruments of US and foreign banks, including certificates of deposit,
banker's acceptances and time deposits; these instruments may include Eurodollar
Certificates of Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee
Certificates of Deposit ("YCDs"); (4) commercial paper of US and foreign
companies; (5) asset-backed securities; (6) corporate obligations; (7) variable
amount master demand notes; and (8) repurchase agreements.
The Fund will limit its portfolio investments to those United States
dollar-denominated instruments which at the time of acquisition the Adviser
determines present minimal credit risk and which qualify as "eligible"
securities under the Securities and Exchange Commission rules applicable to
money market mutual funds. In general, eligible securities include securities
that: (1) are rated in the
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highest category by least two nationally recognized statistical rating
organizations ("NRSRO"); (2) by one NRSRO, if only one rating services has rated
the security; or (3) if unrated, are of comparable quality, as determined by the
Portfolio's Adviser in accordance with procedures established by the Board of
Trustees. See the Appendix in the Statement of Additional Information for a
description of a NRSRO.
INVESTMENT POLICIES
The investment policies described below reflect the Fund's current
practices, are not fundamental and may be changed by the Board of Trustees of
Investment Company without shareholder approval. For more information on these
investment policies, please see the Statement of Additional Information. To the
extent consistent with the Fund's investment objective and restrictions, the
Fund may invest in the following instruments and may use the following
investment techniques:
US GOVERNMENT SECURITIES. US Government securities include US Treasury
bills, notes, and bonds and other obligations issued or guaranteed as to
interest and principal by the US Government and its agencies or
instrumentalities. Obligations issued or guaranteed as to interest and principal
by the US Government, its agencies or instrumentalities include securities that
are supported by the full faith and credit of the United States Treasury,
securities that are supported by the right of the issuer to borrow from the
United States Treasury, discretionary authority of the US Government agency or
instrumentality, and securities supported solely by the creditworthiness of the
issuer.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
banks and other financial institutions, such as broker-dealers. Under a
repurchase agreement, a Fund purchases securities from a financial institution
that agrees to repurchase the securities at the Fund's original purchase price
plus interest within a specified time (normally one business day). The Fund will
invest no more than 10% of its net assets (taken at current market value) in
repurchase agreements maturing in more than seven days. The Fund will limit
repurchase transactions to those member banks of the Federal Reserve System and
broker-dealers whose creditworthiness Adviser considers satisfactory. Should the
counterparty to a transaction fail financially, the Fund may encounter delay and
incur costs before being able to sell the securities. Further, the amount
realized upon the sale of the securities may be less than that necessary to
fully compensate the Fund.
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements under the circumstances described in "Investment Restrictions." Under
a reverse repurchase agreement, the Fund sells portfolio securities to a
financial institution in return for cash in an amount equal to a percentage of
the portfolio securities' market value and agrees to repurchase the securities
at a future date at a prescribed repurchase price equal to the amount of cash
originally received plus interest on such amount. The Fund retains the right to
receive interest and principal payments with respect to the securities while
they are in the possession of the financial institutions. Reverse repurchase
agreements involve the risk of default by the counterparty, which may adversely
affect the Fund's ability to reacquire the underlying securities.
FORWARD COMMITMENTS. The Fund may contract to purchase securities for a
fixed price at a future date beyond customary settlement time. When effecting
such transactions, cash or liquid high quality debt obligations held by the Fund
of a dollar amount sufficient to make payment for the portfolio securities to be
purchased will be segregated on the Fund's records at the trade date and
6
<PAGE>
maintained until the transaction is settled. The failure of the other party to
the transaction to complete the transaction may cause the Fund to miss an
advantageous price or yield. The Fund bears the risk of price fluctuations
during the period between the trade and settlement dates.
WHEN-ISSUED TRANSACTIONS. The Fund may purchase securities on a when-issued
basis. In these transactions, a Fund purchases securities with payment and
delivery scheduled for a future time. Until settlement, the Fund segregates cash
and marketable high quality debt securities equal in value to their when-issued
commitments. Between the trade and settlement dates, the Fund bears the risk of
any fluctuation in the value of the securities. These transactions involve the
additional risk that the other party may fail to complete the transaction and
cause the Fund to miss a price or yield considered advantageous. The Fund will
engage in when-issued transactions only for the purpose of acquiring portfolio
securities consistent with its investment objective and policies and not for
investment leverage. The Fund will not invest more than 25% of its net assets in
when-issued securities.
ILLIQUID SECURITIES. The Fund will invest no more than 10% of its net
assets in illiquid securities or securities that are not readily marketable,
including repurchase agreements and time deposits of more than seven days'
duration. The absence of a regular trading market for illiquid securities
imposes additional risks on investments in these securities. Illiquid securities
may be difficult to value and may often be disposed of only after considerable
expense and delay.
VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes
are unsecured obligations that are redeemable upon demand and are typically
unrated. These instruments are issued pursuant to written agreements between
their issuers and holders. The agreements permit the holders to increase
(subject to an agreed maximum) and the holders and issuers to decrease the
principal amount of the notes, and specify that the rate of interest payable on
the principal fluctuates according to an agreed formula.
ASSET-BACKED SECURITIES. Asset-backed securities represent undivided
fractional interests in pools of instruments, such as consumer loans, and are
similar in structure to mortgage-related pass-through securities described
below. Payments of principal and interest are passed through to holders of the
securities and are typically supported by some form of credit enhancement, such
as a letter of credit, surety bond, limited guarantee by another entity or by
priority to certain of the borrower's other securities. The degree of credit
enhancement varies, generally applying only until exhausted and covering only a
fraction of the security's par value. If the credit enhancement of an
asset-backed security held by the Fund has been exhausted, and if any required
payments of principal and interest are not made with respect to the underlying
loans, the Fund may experience loss or delay in receiving payment and a decrease
in the value of the security. Further details are set forth in the Statement of
Additional Information under "Investment Restrictions and Policies -- Investment
Policies."
MORTGAGE-RELATED PASS-THROUGH SECURITIES. The Fund may invest in
mortgage-related securities, including Government National Mortgage Association
("GNMA") Certificates ("Ginnie Maes"), Federal Home Loan Mortgage Corporation
("FHLMC") Mortgage Participation Certificates ("Freddie Macs") and Federal
National Mortgage Association ("FNMA") Guaranteed Mortgage Pass-Through
Certificates ("Fannie Maes"). Mortgage pass-through certificates are
mortgage-backed securities representing undivided fractional interests in pools
of mortgage-backed loans. These loans are
7
<PAGE>
made by mortgage bankers, commercial banks, savings and loan associations and
other lenders. Ginnie Maes are guaranteed by the full faith and credit of the US
Government, but Freddie Macs and Fannie Maes are not.
ZERO COUPON SECURITIES. Zero coupon securities are notes, bonds and
debentures that: (1) do not pay current interest and are issued at a substantial
discount from par value; (2) have been stripped of their unmatured interest
coupons and receipts; or (3) pay no interest until a stated date one or more
years into the future. These securities also include certificates representing
interests in such stripped coupons and receipts.
VARIABLE AND FLOATING RATE SECURITIES. A floating rate security provides
for the automatic adjustment of its interest rate whenever a specified interest
rate changes. A variable rate security provides for the automatic establishment
of a new interest rate on set dates. Interest rates on these securities are
ordinarily tied to, and are a percentage of, a widely recognized interest rate,
such as the yield on 90-day US Treasury bills or the prime rate of a specified
bank. These rates may change as often as twice daily. Generally, changes in
interest rates will have a smaller effect on the market value of variable and
floating rate securities than on the market value of comparable fixed income
obligations. Thus, investing in variable and floating rate securities generally
allows less opportunity for capital appreciation and depreciation than investing
in comparable fixed income securities.
EURODOLLAR CERTIFICATES OF DEPOSIT, EURODOLLAR TIME DEPOSITS AND YANKEE
CERTIFICATES OF DEPOSIT. ECDs are US dollar denominated certificates of deposit
issued by foreign branches of domestic banks. ETDs are US dollar denominated
deposits in foreign branches of US banks and foreign banks. YCDs are US dollar
denominated certificates of deposit issued by US branches of foreign banks.
Different risks than those associated with the obligations of domestic banks
may exist for ECDs, ETDs and YCDs because the banks issuing these instruments,
or their domestic or foreign branches, are not necessarily subject to the same
regulatory requirements that apply to domestic banks, such as loan limitations,
examinations and reserve, accounting, auditing, recordkeeping and public
reporting requirements.
LENDING PORTFOLIO SECURITIES. The Fund may lend portfolio securities with a
value of up to 33 1/3% of its total assets. Such loans may be terminated at any
time. The Fund will receive cash or US Treasury bills, notes and bonds in an
amount equal to at least 100% of the current market value (on a daily
marked-to-market basis) of the loaned securities plus accrued interest. In a
loan transaction, as compensation for lending it securities, the Fund will
receive a portion of the dividends or interest accrued on the securities held as
collateral or, in the case of cash collateral, a portion of the income from the
investment of such cash. In addition, the Fund will receive the amount of all
dividends, interest and other distributions on the loaned securities. However,
the borrower has the right to vote the loaned securities. The Fund will call
loans to vote proxies if a material issue affecting the investment is to be
voted upon. Should the borrower of the securities fail financially, the Fund may
experience delays in recovering the securities or exercising its rights in the
collateral. Loans are made only to borrowers that are deemed by Adviser to be of
good financial standing. In a loan transaction, the Fund will also bear the risk
of any decline in value of securities acquired with cash collateral. The Fund
will minimize this risk by limiting the investment of cash collateral to high
quality instruments of short maturity.
8
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INVESTMENT RESTRICTIONS
The Fund has fundamental investment restrictions, which may be changed only
with the approval of a majority of the Fund's shareholders as defined in the
1940 Act. A more detailed discussion of the Fund's investment restrictions and
policies appears in the Statement of Additional Information. Unless otherwise
noted, the fundamental restrictions apply at the time an investment is made. The
Fund may not:
1. Invest 25% or more of the value of its total assets in securities of
companies primarily engaged in any one industry (other than the US
Government, its agencies or instrumentalities). Concentration may occur
as a result of changes in the market value of portfolio securities, but
may not result from investment. Domestic and foreign branches of US banks
and domestic branches of foreign banks are not considered a single
industry for purposes of this restriction.
2. Borrow money (including reverse repurchase agreements), except as a
temporary measure for extraordinary or emergency purposes or to
facilitate redemptions (not for leveraging or investment), provided that
borrowings do not exceed an amount equal to 33 1/3% of the current value
of the Fund's assets taken at market value, less liabilities other than
borrowings. If at any time the Fund's borrowings exceed this limitation
due to a decline in net assets, such borrowings will within three days be
reduced to the extent necessary to comply with this limitation. The Fund
will not purchase additional investments if borrowed funds (including
reverse repurchase agreements) exceed 5% of total assets.
3. Pledge, mortgage, or hypothecate its assets. However, the Fund may pledge
securities having a market value at the time of the pledge not exceeding
33 1/3% of the value of the Fund's total assets to secure permitted
borrowings.
PORTFOLIO MATURITY
The Fund must limit investments to securities with remaining maturities of
397 days or less (as determined in accordance with the applicable SEC
regulations) and must maintain a dollar-weighted average maturity of 90 days or
less. The Fund normally holds portfolio instruments to maturity but may dispose
of them prior to maturity if Adviser finds it advantageous.
DIVIDENDS AND DISTRIBUTIONS
The Board of Trustees intends to declare dividends on shares of the Fund
from net investment income daily and have them payable as of the last business
day of each month. Distributions will be made at least annually from net short-
and long-term capital gains, if any. In most instances, distributions will be
declared and paid in mid-October with additional distributions declared and paid
in December, if required, for the Fund to avoid imposition of a 4% federal
excise tax on undistributed capital gains. The Fund does not expect any material
long-term capital gains or losses.
Dividends declared in October, November or December and payable to
shareholders of record in such months will be deemed to have been paid by the
Fund and received by shareholders on December 31 of that year if the dividend is
paid prior to February 1 of the following year.
9
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Income dividends and capital gains distributions will be paid in additional
shares at their net asset value on the record date unless the shareholder has
elected to receive them in cash. Such election may be made by giving 10 days'
written notice to Transfer Agent.
TAXES
The Fund intends to qualify as a regulated investment company ("RIC") under
Subchapter M of the Internal Revenue Code, as amended (the "Code"). As a RIC,
the Fund will not be subject to federal income taxes to the extent it
distributes its net investment income and capital gain net income (capital gains
in excess of capital losses) to its shareholders. The Board intends to
distribute each year substantially all of the Fund's net investment income and
capital gain net income.
Dividends from net investment income and distributions of net short-term
capital gains are taxable to shareholders as ordinary income under federal
income tax laws whether paid in cash or in additional shares. Distributions from
net long-term capital gains are taxable as long-term capital gains regardless of
the length of time a shareholder has held such shares.
The Fund may purchase bonds at market discount (i.e., bonds with a purchase
price less than original issue price or adjusted issue price). If such bonds are
subsequently sold at a gain then a portion of that gain equal to the amount of
market discount, which should have been accrued through the sale date, will be
taxable to shareholders as ordinary income.
Dividends and distributions may also be subject to state or local taxes.
Depending on the state tax rules pertaining to a shareholder, a portion of the
dividends paid by the Fund attributable to direct obligations of the US Treasury
and certain agencies may be exempt from state and local taxes.
The sale of Fund shares by a shareholder is a taxable event and may result
in capital gain or loss. A capital gain or loss may be realized from an ordinary
redemption of shares or an exchange of shares between two mutual funds (or two
series of portfolios of a mutual fund). Any loss incurred on sale or exchange of
Fund shares held for one year or more will be treated as a long-term capital
loss to the extent of capital gain dividends received with respect to such
shares.
Shareholders will be notified after each calendar year of the amount of
income dividends and net capital gains distributed and the percentage of the
Fund's income attributable to US Treasury and agency obligations. The Fund is
required to withhold a legally determined portion of all taxable dividends,
distributions and redemption proceeds payable to any noncorporate shareholder
that does not provide the Fund with the shareholder's correct taxpayer
identification number or certification that the shareholder is not subject to
backup withholding.
The foregoing discussion is only a summary of certain federal income tax
issues generally affecting the Fund and its shareholders. Circumstances among
investors may vary and each investor is encouraged to discuss investment in the
Fund with the investor's tax adviser.
VALUATION OF FUND SHARES
NET ASSET VALUE PER SHARE. Net asset value per share for each class of
shares of the Fund is computed by adding the value of all securities and other
assets of the Fund, deducting accrued liabilities allocated to the class,
dividing by the number of shares outstanding in a class and rounding to the
nearest cent. Class A shares of the Fund will determine net asset value once
each business day
10
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as of the close of the regular trading session of the New York Stock Exchange
(ordinarily 4 p.m. Eastern time). A business day is one on which the New York
Stock Exchange and Boston Federal Reserve are open for business.
VALUATION OF FUND SECURITIES. The Fund seeks to maintain a $1.00 per share
net asset value and, accordingly, uses the amortized cost valuation procedure to
value its portfolio instruments. The "amortized cost" valuation procedure
initially prices an instrument at its cost and thereafter assumes 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.
PURCHASE OF FUND SHARES
MINIMUM INITIAL INVESTMENT AND ACCOUNT BALANCE. The Fund requires a minimum
initial investment of $1,000. The minimum account balance is $500. The Fund
reserves the right to reject any purchase order.
OFFERING DATES AND TIMES. Fund shares may be purchased on any business day
without a sales commission. All purchases must be made in US dollars. Purchase
orders in good form and payments for Fund shares must be received by the
Transfer Agent prior to 4:00 p.m. Eastern time to be effective on the date
received. Purchase orders in good form are described below. The accompanying
payment must be in federal funds or converted into federal funds by the Transfer
Agent ("good funds") before the purchase order can be accepted. Purchase orders
in good funds which are accepted prior to 4:00 p.m. Eastern time will earn the
dividend declared on the date of purchase.
ORDER AND PAYMENT PROCEDURES. There are several ways to invest in the Fund.
The Fund requires a purchase order in good form which consists of a completed
and signed Account Registration and Investment Instruction Form ("Application")
for each new account regardless of the investment method. For additional
information, copies of forms or questions, call Transfer Agent at (800)
647-7327, or write to Transfer Agent at: State Street Bank and Trust Company,
P.O. Box 8317, Boston, MA 02266-8317, Attention: The Seven Seas Series Money
Market Fund.
FEDERAL FUNDS WIRE. An investor may purchase shares by wiring federal funds
to State Street Bank and Trust Company as Transfer Agent by:
1. Telephoning State Street Bank and Trust Company at (800) 647-7327 and
providing: (1) the investor's account registration number, address and
social security or tax identification number; (2) the name of the Fund to
be invested in; (3) the amount being wired; (4) the name of the wiring
bank; and (5) the name and telephone number of the person at the wiring
bank to be contacted in connection with the order.
2. Instructing the wiring bank to wire federal funds to: State Street Bank
and Trust Company, Boston, MA (ABA #0110-00028), Attention: The Seven
Seas Series Money Market Fund, Mutual Funds Service Division (DDA
#9904-631-0). The wire instructions should also include the name the
account is registered in, the account number and the name of the Fund to
be invested in.
3. Completing the Application and forwarding it to Transfer Agent at the
above address.
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MAIL. To purchase shares by mail, send a check or other negotiable bank
draft payable to: State Street Bank and Trust Company, P.O. Box 8317, Boston, MA
02266-8317, Attention: The Seven Seas Series Money Market Fund. Certified checks
are not necessary; however, all checks are accepted subject to collection at
full face value in United States funds and must be drawn in United States
dollars on a United States bank. Normally, checks and drafts are converted to
federal funds within two business days following receipt of the check or draft.
Initial investments should be accompanied by a completed Application, and
subsequent investments are to be accompanied by the investor's account number.
CASH SWEEP PROGRAM. Money managers of master trust clients may participate
in a cash sweep program to automatically invest excess cash in the Fund. A money
manager must select the Fund, give authorization to complete the Fund's
Application and authorize the investment of excess cash into or the withdrawal
of required cash from the Fund on a daily basis. Where Adviser acts as money
manager, Adviser will receive an advisory fee from the client.
THIRD PARTY TRANSACTIONS. Investors purchasing Fund shares through a
program of services offered by a financial intermediary, such as a bank,
broker-dealer, investment adviser or others, may be required by such
intermediary to pay additional fees. Investors should contact such intermediary
for information concerning what additional fees, if any, may be charged.
IN-KIND EXCHANGE OF SECURITIES. The Transfer Agent may, at its discretion,
permit investors to purchase shares through the exchange of securities they
hold. Any securities exchanged must meet the investment objective, policies and
limitations of the Fund, must have a readily ascertainable market value, must be
liquid and must not be subject to restrictions on resale. The market value of
any securities exchanged, plus any cash, must be at least $1 million. Shares
purchased in exchange for securities generally may not be redeemed or exchanged
until the transfer has settled -- usually within 15 days following the purchase
by exchange.
The basis of the exchange will depend upon the relative net asset value of
the shares purchased and securities exchanged. Securities accepted by the Fund
will be valued in the same manner as the Fund values its assets. Any interest
earned on the securities following their delivery to the Transfer Agent and
prior to the exchange will be considered in valuing the securities. All
interest, dividends, subscription or other rights attached to the securities
become the property of the Fund, along with the securities.
EXCHANGE PRIVILEGE. Subject to the Fund's minimum investment requirement,
investors may exchange their Fund shares without charge for shares of any other
investment portfolio offered by Investment Company. Shares are exchanged on the
basis of relative net asset value per share. Exchanges may be made: (1) by
telephone if the registrations of the two accounts are identical; or (2) in
writing addressed to State Street Bank and Trust Company, P.O. Box 8317, Boston,
MA 02266-8317, Attention: The Seven Seas Series Money Market Fund. If shares of
the Fund were purchased by check, the shares must have been present in an
account for 10 days before an exchange is made. The exchange privilege will only
be available in states where the exchange may legally be made, and may be
modified or terminated by the Fund upon 60 days' notice to shareholders.
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REDEMPTION OF FUND SHARES
Fund shares may be redeemed on any business day at the net asset value next
determined after the receipt of a redemption request in proper form as described
below. Payment will be made as soon as possible (but will ordinarily not exceed
seven days) and will be mailed to the shareholder's address of record. Upon
request, redemption proceeds will be wire transferred to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. Although Investment Company does not currently charge a fee for this
service, Investment Company reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $1,000. Payment for redemption of
shares purchased by check may be withheld for up to 10 days after the date of
purchase to assure that such checks are honored. No dividends will be paid on
shares on the date of redemption.
EXPEDITED REDEMPTION. Shareholders may normally redeem Fund shares by
telephoning State Street Bank and Trust Company between 9:00 a.m. and 4:00 p.m.
Eastern time at (800) 647-7327, Attention: The Seven Seas Series Money Market
Fund. Shareholders using the expedited redemption method must complete the
appropriate section on the Application. The Fund and the Transfer Agent will
employ reasonable procedures to confirm that instructions communicated by
telephone are properly authorized. The Fund and the Transfer Agent will not be
liable for executing telephone instructions that are deemed to be authorized
after following reasonable procedures. These procedures include recording
telephonic instructions, mailing to the shareholder a written confirmation of
the transaction, performing a personal identity test with private information
not likely to be known by other individuals, and restricting mailing of
redemptions to the shareholder's address of record. During periods of drastic
economic or market changes, shareholders using this method may encounter delays.
In such event, shareholders should consider using the mail redemption procedure
described below.
MAIL. Redemption requests may be made in writing directly to State Street
Bank and Trust Company, P.O. Box 8317, Boston, MA 02266-8317, Attention: The
Seven Seas Series Money Market Fund. The redemption price will be the net asset
value next determined after receipt by State Street of all required documents in
good order. "Good order" means that the request must include the following:
1. A letter of instruction or a stock assignment stating the Fund or Funds
out of which the shares are to be redeemed and designating specifically
the dollar amount to be redeemed signed by all owners of the shares in
the exact names in which they appear on the account, together with a
guarantee of the signature of each owner by a bank, trust company or
member of a recognized stock exchange; and
2. Such other supporting legal documents, if required by applicable law or
Transfer Agent, in the case of estates, trusts, guardianships,
custodianships, corporations and pension and profit-sharing plans.
The Fund reserves the right to redeem the shares in any account with a
balance of less than $500 as a result of shareholder redemptions. Before shares
are redeemed to close an account, the shareholder will be notified in writing
and allowed 60 days to purchase additional shares to meet the minimum account
balance.
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The Fund may pay any portion of the redemption amount in excess of $250,000
by a distribution in kind of readily marketable securities from the portfolio of
the Fund in lieu of cash. Investors will incur brokerage charges on the sale of
these portfolio securities. The Fund reserves the right to suspend the right of
redemption or postpone the date of payment if emergency conditions, as specified
in the 1940 Act or determined by the Securities and Exchange Commission, should
exist.
GENERAL MANAGEMENT
The Board of Trustees supervises the management, activities and affairs of
the Fund and has approved contracts with various financial organizations to
provide, among other services, day-to-day management required by the Fund.
ADVISORY AGREEMENT. Investment Company employs State Street to furnish
investment services to the Fund. State Street is one of the largest providers of
securities processing and recordkeeping services for US mutual funds and pension
funds. State Street is a wholly owned subsidiary of State Street Boston
Corporation, a publicly held bank holding company. State Street, with over
$171.3 billion (US) under management as of September 30, 1995, provides complete
global investment management services from offices in the United States, London,
Sydney, Hong Kong, Tokyo, Toronto, Luxembourg, Melbourne, Montreal and Paris.
Adviser, subject to Board supervision, directs the investments of the Fund
in accordance with the Fund's investment objective, policies and restrictions.
For these services, the Fund pays Adviser a fee, calculated daily and paid
monthly, that on an annual basis is equal to .25% of the Fund's average daily
net assets.
The Glass-Steagall Act prohibits a depository state chartered bank such as
Adviser from engaging in the business of issuing, underwriting, selling or
distributing certain securities. The activities of Adviser in informing its
customers of the Fund, performing investment and redemption services and
providing custodian, transfer, shareholder servicing, dividend disbursing and
investment advisory services may raise issues under these provisions. Adviser
has been advised by its counsel that its activities in connection with the Fund
are consistent with its statutory and regulatory obligations. THE SHARES OFFERED
BY THIS PROSPECTUS ARE NOT ENDORSED OR GUARANTEED BY STATE STREET OR ITS
AFFILIATES, ARE NOT DEPOSITS OR OBLIGATIONS OF STATE STREET OR ITS AFFILIATES,
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
Changes in federal or state statutes and regulations relating to the
permissible activities of banks and their affiliates, as well as judicial or
administrative decisions or interpretations of such or future statutes and
regulations, could prevent Adviser from continuing to perform all or a part of
the above services for its customers and/or the Fund. If Adviser were prohibited
from serving the Fund in any of its present capacities, the Board of Trustees
would seek an alternative provider(s) of such services. In such event, changes
in the operation of the Fund may occur. It is not expected by Adviser that
existing shareholders would suffer any adverse financial consequences (if
another adviser with equivalent abilities is found) as a result of any of these
occurrences.
State Street may from time to time have discretionary authority over
accounts which invest in Investment Company shares. These accounts include
accounts maintained for securities lending clients and accounts which permit the
use of Investment Company portfolios as short-term cash sweep investments.
Shares purchased for all discretionary accounts are held of record by State
Street, who
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retains voting control of such shares. As of November 30, 1995, State Street
held of record 36% of the issued and outstanding shares of Investment Company in
connection with its discretionary accounts. Consequently, State Street may be
deemed to be a controlling person of Investment Company for purposes of the 1940
Act.
Under the Adviser's Code of Ethics, the Adviser's employees in Boston where
investment management operations are conducted are only permitted to engage in
personal securities transactions which do not involve securities which the
Adviser had recommended for purchase or sale, or purchased or sold, on behalf of
its clients. Such employees must report their personal securities transactions
quarterly and supply broker confirmations to the Adviser.
ADMINISTRATION AGREEMENT. Frank Russell Investment Management Company
("Administrator") serves as administrator of the Fund. Administrator currently
serves as investment manager and administrator to 22 mutual funds with assets of
$7.3 billion as of October 31, 1995, and acts as administrator to 17 mutual
funds, including the Fund, with assets of $7.2 billion as of October 31, 1995.
Pursuant to the Administration Agreement with Investment Company,
Administrator will: (1) supervise all aspects of the Fund's operations; (2)
provide the Fund with administrative and clerical services, including the
maintenance of certain of the Fund's books and records; (3) arrange the periodic
updating of the Fund's Prospectuses and any supplements thereto; (4) provide
proxy materials and reports to Fund shareholders and the Securities and Exchange
Commission; and (5) provide the Fund with adequate office space and all
necessary office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items. For these services, the Fund
and Investment Company's other domestic investment portfolios pay Administrator
a combined fee that on an annual basis is equal to the following percentages of
their average aggregate daily net assets: (1) $0 to and including $500 million
- -- .06%; (2) over $500 million to and including $1 billion -- .05%; and (3) over
$1 billion -- .03%. The percentage of the fee paid by a particular Fund is equal
to the percentage of average aggregate daily net assets that are attributable to
that Fund. Administrator will also receive reimbursement of expenses it incurs
in connection with establishing new investment portfolios. Further, the
administration fee paid by the Investment Company will be reduced by the sum of
certain distribution related expenses (up to a maximum of 15% of the asset-based
administration fee listed above).
Administrator also provides administrative services in connection with the
registration of shares of Investment Company with those states in which its
shares are offered or sold. Compensation for such services is on a "time spent"
basis. Investment Company will pay all registration, exemptive application,
renewal and related fees and reasonable out-of-pocket expenses.
Officers and employees of the Administrator and Distributor are permitted to
engage in personal securities transactions subject to restrictions and
procedures set forth in the Confidentiality Manual and Code of Ethics adopted by
the Investment Company, Administrator and Distributor. Such restrictions and
procedures include substantially all of the recommendations of the Advisory
Group of the Investment Company Institute and comply with Securities and
Exchange Commission rules and regulations.
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DISTRIBUTION SERVICES AND SHAREHOLDER SERVICING ARRANGEMENTS. Pursuant to
the Distribution Agreement with Investment Company, Russell Fund Distributors,
Inc. ("Distributor"), a wholly owned subsidiary of Administrator, serves as
distributor for all Fund shares.
The Fund has adopted a distribution plan pursuant to Rule 12b-1 (the "Plan")
under the 1940 Act for the Class A shares. The purpose of the Plan is to provide
for the payment of certain Investment Company distribution and shareholder
servicing expenses. Under the Plan, Distributor will be reimbursed in an amount
up to .25% of the Fund's average annual net assets for distribution-related and
shareholder servicing expenses. Payments under the Plan will be made to
Distributor to finance activity that is intended to result in the sale and
retention of Fund shares including: (1) the costs of prospectuses, reports to
shareholders and sales literature; (2) advertising; and (3) expenses incurred in
connection with the promotion and sale of Fund shares, including Distributor's
overhead expenses for rent, office supplies, equipment, travel, communication,
compensation and benefits of sales personnel.
Under the Plan, the Fund may also enter into agreements ("Service
Agreements") with financial institutions, which may include Adviser ("Service
Organizations"), to provide shareholder servicing with respect to Fund shares
held by or for the customers of the Service Organizations. Under the Service
Agreements, the Service Organizations may provide various services for such
customers including: answering inquiries regarding the Fund; assisting customers
in changing dividend options, account designations and addresses; performing
subaccounting for such customers; establishing and maintaining customer accounts
and records; processing purchase and redemption transactions; providing periodic
statements showing customers' account balances and integrating such statements
with those of other transactions and balances in the customers' other accounts
serviced by the Service Organizations; arranging for bank wires transferring
customers' funds; and such other services as the customers may request in
connection with the Fund, to the extent permitted by applicable statute, rule or
regulation. Service Organizations may receive from the Fund, for shareholder
servicing, a monthly fee at a rate that shall not exceed .20% per annum of the
average daily net asset value of the Fund's shares owned by or for shareholders
with whom the Service Organization has a servicing relationship. Banks and other
financial service firms may be subject to various state laws, and may be
required to register as dealers pursuant to state law.
Investment Company has entered into Service Agreements with Adviser, State
Street Brokerage Services, Inc. ("SSBSI"), and Adviser's Metropolitan Division
of Commercial Banking ("Commercial Banking") to obtain the services described
above with respect to Fund shares held by or for customers. In return for these
services, Investment Company pays Adviser a fee in an amount that per annum is
equal to .025%, .175% and .175% of the average daily value of all Fund shares
held by or for customers of Adviser, SSBSI, and Commercial Banking,
respectively.
Payments to Distributor, as well as payments to Service Organizations from
the Fund, are not permitted by the Plan to exceed .25% per year of the Fund's
average net asset value per year. Any payments that are required to be made by
the Distribution Agreement and any Service Agreement but could not be made
because of the .25% limitation may be carried forward and paid in subsequent
years so long as the Plan is in effect. The Fund's liability for any such
expenses carried forward shall terminate at the end of two years following the
year in which the expenditure was incurred. Service Organizations will be
responsible for prompt transmission of purchase and redemption orders and may
charge fees for their services.
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FUND EXPENSES
The Fund will pay all of its expenses other than those expressly assumed by
Adviser and Administrator. The Fund's principal expenses are the annual advisory
fee payable to Adviser and distribution and shareholder servicing expenses.
Other expenses include: (1) amortization of deferred organizational costs; (2)
taxes, if any; (3) expenses for legal, auditing and financial accounting
services; (4) expense of preparing (including typesetting, printing and mailing)
reports, prospectuses and notices to existing shareholders; (5) administrative
fees; (6) custodian fees; (7) expense of issuing and redeeming Fund shares; (8)
the cost of registering Fund shares under federal and state laws; (9)
shareholder meetings and related proxy solicitation expenses; (10) the fees,
travel expenses and other out-of-pocket expenses of Trustees who are not
affiliated with Adviser or any of its affiliates; (11) insurance, interest,
brokerage and litigation costs; (12) extraordinary expenses as may arise,
including expenses incurred in connection with litigation proceedings and claims
and the legal obligations of Investment Company to indemnify its Trustees,
officers, employees, shareholders, distributors and agents; and (13) other
expenses properly payable by the Fund. Where any of these other expenses are
attributable to a particular class of shares, they will be borne by the
beneficial owners of such shares.
PERFORMANCE CALCULATIONS
From time to time the Fund may advertise the yield and effective yield of
its Class A shares. The yield of each Fund refers to the income generated by an
investment in Class A shares of the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then annualized. That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.
From time to time, the Fund may also report yield and effective yield as
calculated over a one-month period (which period will also be stated in the
advertisement). These one-month periods will be annualized using the same method
as described above for yields calculated on the basis of seven-day periods. From
time to time, yields calculated on a monthly basis may also be linked to provide
yield figures for periods greater than one month.
From time to time the Fund may advertise the total return of its Class A
Shares. The total return of the Fund is the average annual compounded rate of
return from a hypothetical investment in the Fund's Class A Shares over one-,
five- and ten-year periods or for the life of the Fund (as stated in the
advertisement), assuming the reinvestment of all dividends and capital gains
distributions.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Donoghue's Money Fund Report, the Bank Rate Monitor, Wall Street
Journal Score Card, Lehman Brothers Index or other industry publications,
business periodicals, rating services and market indices. The Fund may also
advertise nonstandardized performance information which is for periods in
addition to those required to be presented.
Quoted yields, returns and other performance figures are based on historical
earnings and are not indications of future performance.
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ADDITIONAL INFORMATION
CUSTODIAN, TRANSFER AGENT AND INDEPENDENT ACCOUNTANTS. State Street holds
all portfolio securities and cash assets of the Fund, provides portfolio
recordkeeping services and serves as the Fund's transfer agent ("Transfer
Agent") and custodian ("Custodian"). State Street is authorized to deposit
securities in securities depositories or to use the services of subcustodians.
State Street has no responsibility for the supervision and management of the
Fund except as investment adviser. Coopers & Lybrand L.L.P., Boston,
Massachusetts, is Investment Company's independent accountants.
REPORTS TO SHAREHOLDERS AND SHAREHOLDER INQUIRIES. Shareholders will
receive unaudited semiannual financial statements and annual financial
statements audited by Investment Company's independent accountants. Shareholder
inquiries regarding the Prospectus and financial statements may be made by
calling Distributor at (617) 654-6089. Inquiries regarding shareholder balances
may be made by calling Transfer Agent at (800) 647-7327.
ORGANIZATION, CAPITALIZATION AND VOTING. Investment Company was organized
as a Massachusetts business trust on October 3, 1987, and operates under a First
Amended and Restated Master Trust Agreement dated October 13, 1993, as amended.
Investment Company issues shares divisible into an unlimited number of series
(or funds), each of which is a separate trust under Massachusetts law. The Money
Market Fund is one such series. Shares of a fund are entitled to such relative
rights and preferences and dividends and distributions earned on assets of the
Fund as may be declared by the Board of Trustees. Each class of shares of the
Fund has identical rights and privileges as all other shares of the Fund and
participates equally in the dividends and distributions of the Fund. Fund shares
are fully paid and nonassessable by Investment Company and have no preemptive
rights. Investment Company is authorized to subdivide each series into two or
more classes of shares. Currently, shares of the Money Market Fund are divided
into Class A, Class B and Class C. Each class of shares of the Fund is entitled
to the same rights and privileges as all other classes of that Fund, provided
however, that each class bears the expenses related to its distribution and
shareholder servicing arrangements, as well as other expenses attributable to
the class and unrelated to managing the Fund's portfolio securities. As
described above, Investment Company has adopted a plan of distribution under
rule 12b-1 for Class A shares. Similar plans have been adopted for Class B and
Class C shares. However, total payments under those plans are limited to .35%
and .60% annually of the average net asset value of the Class B and Class C
shares, respectively of the Fund. As a result of these plan and other class
expenses, the yield on Class B and Class C shares will be approximately .25% and
.50% lower, respectively, than the yield on Class A shares.
Each Fund share has one vote. There are no cumulative voting rights. There
is no annual meeting of shareholders, but special meetings may be held. On any
matter that affects only a particular investment fund, only shareholders of that
fund may vote unless otherwise required by the 1940 Act or the Master Trust
Agreement. Further, any matter that affects only the holders of a particular
class of shares may be voted on only by such shareholders. Each class of shares
votes separately with respect to any Rule 12b-1 plan applicable to such class.
The Trustees hold office for the life of the Trust. A Trustee may resign or
retire, and may be removed at any time by a vote of two-thirds of Investment
Company shares or by a vote of a majority of the Trustees. The Trustees shall
promptly call and give notice of a meeting of shareholders for the purpose of
voting upon removal of any Trustee when
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requested to do so in writing by holders of not less than 10% of the shares then
outstanding. A vacancy on the Board of Trustees may be filled by the vote of a
majority of the remaining Trustees, provided that immediately thereafter at
least two-thirds of the Trustees have been elected by shareholders.
Investment Company does not issue share certificates for the Fund. Transfer
Agent sends monthly statements to shareholders of the Fund concurrent with any
transaction activity, confirming all investments in or redemptions from their
accounts. Each statement also sets forth the balance of shares held in the
account.
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THE SEVEN SEAS SERIES FUND
TWO INTERNATIONAL PLACE, 35TH FLOOR
BOSTON, MASSACHUSETTS 02110
INVESTMENT ADVISER, CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
DISTRIBUTOR
Russell Fund Distributors, Inc.
Two International Place, 35th Floor
Boston, Massachusetts 02110
ADMINISTRATOR
Frank Russell Investment Management Company
909 A Street
Tacoma, Washington 98402
LEGAL COUNSEL
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, Massachusetts 02109
<PAGE>
THE SEVEN SEAS SERIES FUND
The Seven Seas Series Money Market Fund
The Seven Seas Series US Government Money Market Fund
The Seven Seas Series Tax Free Money Market Fund
The Seven Seas Series S&P 500 Index Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Matrix Equity Fund
The Seven Seas Series Yield Plus Fund
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
The Seven Seas Series Active International Fund
The Seven Seas Series Emerging Markets Fund
