Registration No. 33-23517
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. ________ [ ]
Post-Effective Amendment No. 10 [x]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 [x]
(Check appropriate box or boxes)
SCM PORTFOLIO FUND, INC.
(Exact Name of Registrant as Specified in Charter)
119 Maple Street, Carrollton, Georgia 30117
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 770-834-5839
Stephen C. McCutcheon
119 Maple Street
Carrollton, Georgia 30117
(Name and Address of Agent for Service)
Copies to:
Joseph V. Del Raso, Esq.
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, PA 19103
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on April 29, 1998, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ]This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<TABLE>
<CAPTION>
Calculation of Registration Fee Under the Securities Act of 1933
Title of Securities Proposed Maximum Proposed Maximum
Being Registered Amount Being Offering Price Per Aggregate Offering Amount of
Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 300,000 Shares $10.15 $3,045,000 $609*
</TABLE>
*Previously paid
<PAGE>
SCM PORTFOLIO FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495
<TABLE>
<CAPTION>
Form N-1A Item Page(s)
<S> <C> <C>
Part A Prospectus Caption
Item 1. Cover Page Cover Page
Item 2. Synopsis 3
Item 3. Condensed Financial Information 4
Item 4. General Description of Registrant 3,4,5,6,7,8
Item 5. Management of the Fund 8
Item 6. Capital Stock and Other Securities 14
Item 7. Purchase of Securities Being Offered 9
Item 8. Redemption or Repurchase 10
Item 9. Pending Legal Proceedings 14
Part B Statement of Additional Information
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and History B-1
Item 13. Investment Objectives and Policies B-1
Item 14. Management of the Fund B-4
Item 15. Control Persons and Principal Holders of
Securities B-5
Item 16. Investment Advisory and Other Services B-4
Item 17. Brokerage Allocation and Other Practices B-6
Item 18. Capital Stock and Other Securities (Part A) 14
Item 19. Purchase, Redemption and Pricing of Securities B-3
Item 20. Tax Status B-7
Item 21. Underwriters N/A
Item 22. Calculations of Yield Quotations N/A
Item 23. Financial Statements Financial Statements
</TABLE>
Part C Other Information
Items 24 through 32 have been answered in order in Part C.
<PAGE>
SCM Portfolio Fund, Inc.
P.O. Box 947
Carrollton, Georgia 30117
Shareholder Services and Prospectus 770-834-5839
PROSPECTUS April 29, 1998
THE FUND AND INVESTMENT OBJECTIVE
SCM Portfolio Fund, Inc. (the "Fund") is a diversified management
open-end investment company whose investment objective is to realize a
combination of income and capital appreciation which will result in the highest
total return consistent with safety of principal.
FUND SHARE PURCHASE
Shares of the Fund are purchased directly from the Fund by sending a
completed account application to SCM Portfolio Fund, Inc., c/o Fidelity National
Bank (the "Custodian"), 3490 Piedmont Road, Suite 1450, Atlanta, Georgia 30305.
Shares are purchased at the net asset value as next determined after the receipt
of an order in proper form. The minimum initial purchase is $2,500 ($1,000 for
IRAs) with subsequent purchases requiring a minimum of $250 ($100 for IRAs).
Inquiries may be made to the Fund at the above address or telephone number.
ADDITIONAL INFORMATION
This Prospectus, dated April 29, 1998, which should be retained for
future reference, sets forth concisely the information that a prospective
investor should know before investing in the Fund. A "Statement of Additional
Information," dated April 29, 1998, containing additional information about the
Fund has been filed with the Securities and Exchange Commission. Such statement
is incorporated herein by reference. A copy of the Statement may be obtained
without charge by writing or calling the Fund at the location or the telephone
number shown above.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
The Fund 3 Net Asset Value 12
Fund Expenses 3 Distributions and Tax Status 12
Financial Highlights 4 Custodian and Shareholder Services 13
Investment Objective and Policies 5 Year 2000 13
Investment Restrictions 7 Reports to Shareholders 13
Fund Management and the Auditors and Litigation 14
Investment Adviser 8 Description of Common Stock 14
Purchase of Shares 9 Other Information 14
Redemption of Shares 10 Share Purchase Application 15
</TABLE>
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THE FUND
The Fund was incorporated in Georgia on January 14, 1988 and its
registered office is in Carrollton, Georgia. It is registered under the
Investment Company Act of 1940 (the "Act") as an open-end diversified investment
company. Its investment adviser is SCM Associates, Inc. (the "Adviser").
FUND EXPENSES
Shareholder Transaction Expenses
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fee None 1
Exchange Fees None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees After Fee Waivers 0.00% 2
12b-1 Fees None
Other Expenses 1.48%
Total Fund Operating Expenses After Fee Waivers 1.48% 2
1 A redemption fee of 1% of the redemption price is imposed on shares held less
than 6 months. Fidelity National Bank charges a $15 fee for each wire
redemption.
2 For the fiscal year ended December 31, 1997, the Adviser voluntarily waived
its entire management fee equal to .74% of the Fund's average net assets, or
$7,897. Absent such voluntary waiver by the Adviser, the Fund's total operating
expenses would have been 2.22% of the Fund's average net assets, or $23,604.
Pursuant to the investment advisory contract, the Adviser has agreed to refund
to the Fund the sum necessary to reduce the total expenses of the Fund to not
more than 2% of daily average assets under management. The expenses shown above
are based upon the Fund's expenses for the previous fiscal year.
The following example illustrates the expenses that you would pay on a $1,000
investment over various time periods assuming (1) a 5% annual rate of return,
(2) the same operating expense percentage that the Fund estimates for the 1998
fiscal year, (3) reinvestment of all dividends and capital gain distributions
and (4) redemption at the end of each time period.
1 year 3 years 5 years 10 years
------ ------- ------- --------
$15.06 $46.79 $80.80 $176.82
The purpose of the table is to assist you in understanding the various
costs and expenses that an investor in the Fund will bear, directly or
indirectly. "Other Expenses," and therefore "Total Fund Operating Expenses," as
shown in the table, are estimates for the 1998 fiscal year.
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.
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FINANCIAL HIGHLIGHTS
The following financial information has been audited by McMullan and
Company, independent public accountants. The per share income and capital
changes should be read in accordance with the financial statements and related
notes, which, along with the auditors report thereon, are included in the
Statement of Additional Information, and can be obtained by shareholders free of
charge by writing or calling the Fund. Further information about the Fund's
performance is contained in the Fund's annual report, which shareholders may
obtain from the Fund without charge by writing or calling the Fund at the
address or telephone number listed on the cover page of this Prospectus.
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data
Net asset value beginning of year $11.69 $10.97 $9.95 $10.41 $10.26 $10.49 $ 9.98 $ 9.96 $10.00
------ ------ ----- ------ ------ ------ ------ ------ ------
Income from investment
Operations:
Net investment income .28 .28 .32 .31 .31 .31 .44 .59 .75
Net realized and
unrealized gain (loss)
on investments 1.61 .98 1.08 (.39) .35 (.08) .52 (.13) (.06)
------ ------ ----- ------ ------ ------ ------ ------ ------
Total from investment 1.89 1.26 1.40 (.08) .66 .23 .96 .46 .69
------ ------ ----- ------ ------ ------ ------ ------ ------
operations
Less Distributions:
From net investment income (.26) (.27) (.34) (.29) (.29) (.30) (.44) (.44) (.73)
From net realized gain (.27) (.27) (.04) (.09) (.22) (.16) (.01) (.00) (.00)
------ ------ ----- ------ ------ ------ ------ ------ ------
Total distributions (.53) (.54) (.38) (.38) (.51) (.46) (.45) (.44) (.73)
------ ------ ----- ------ ------ ------ ------ ------ ------
Net asset value, end of the year $13.05 $11.69 $10.97 $ 9.95 $ 10.41 $ 10.26 $ 10.49 $ 9.98 $ 9.96
====== ====== ======== ===== ====== ====== ====== ===== =====
Total Return 16.41% 11.53% 14.11% (.76%) 6.57% 2.25% 9.78% 4.57% 6.69%
Ratios and Supplemental Data
Net assets, end of year $1,157,801 $955,602 $922,948 $812,629 $731,106 $655,028 $706,098 $693,383 $358,604
Ratio of expenses to average net 1.48% 1.68% 1.47% 1.59% 1.58% 1.83% 1.39% 1.70% 1.40%
asset
Ratio of net investment income to
average net assets 3.66% 4.01% 4.52% 4.59% 4.36% 2.91% 4.22% 5.75% 7.20%
Portfolio turnover rate 12.70% 11.43% 14.84% 27.17% 21.00% 28.00% 35.00% 45.00% 0.00%
Average commission rate paid $0.1813 .6100% N/A N/A N/A N/A N/A N/A N/A
</TABLE>
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INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to realize a combination of income
and capital appreciation which will result in the highest total return
consistent with safety of principal.
In seeking to attain the Fund's objective, the Fund intends to pursue
a flexible investment policy and invest primarily in common stocks, both growth
and income-oriented; corporate bonds and debentures; U.S. Treasury notes and
bonds; and short-term money market instruments, such as U.S. Treasury bills,
bank certificates of deposit and commercial paper. The Fund seeks to generate
real (inflation plus) growth during favorable investment periods and will
emphasize income and capital preservation during uncertain investment periods.
The Fund may purchase common stocks and other equity-type securities,
limited to convertible bonds, preferred stocks, warrants, rights and convertible
preferred shares. The percentage of assets invested in common stocks, other
equity-type securities and in bonds, debentures and short-term money market
instruments, such as those set forth in the preceding paragraphs, is not fixed
and will vary from time to time depending upon the judgment of management as to
general market and economic conditions, trends in investment yields and interest
rates and changes in fiscal or monetary policies.
The Fund may purchase bonds (including debentures) and notes rated A
or better at the time of purchase by Standard & Poor's Corporation ("S&P") or
Moody's Investors Service, Inc. ("Moody's"). Money market instruments will be
commercial paper rated A-1 or higher by S&P or Prime-1 by Moody's; bankers
acceptances, cash or short-term time deposits (maturities of 6 months or less,
and then no more than 10 percent of the Fund's total assets) in U.S. banks or
savings and loans which are members of the Federal Deposit Insurance
Corporation; and money market mutual funds which invest primarily in U.S.
Government Securities.
The Fund may also invest in debt securities issued or guaranteed by
the United States government and its agencies or instrumentalities. These
securities include U.S. Treasury obligations and obligations of certain
agencies, such as the Government National Mortgage Association, which are
supported by the full faith and credit of the United States, as well as
obligations of certain other agencies or instrumentalities, such as the Federal
National Mortgage Association, Federal Land Banks and the Federal Farm Credit
Administration, which are backed only by the right of the issuer to borrow
limited funds from the U.S. Treasury, by the discretionary authority of the U.S.
Government to purchase such obligations or by the credit of the agency or
instrumentality itself.
The Fund may invest in shares of other registered investment
companies, subject to its investment restrictions and limitations imposed under
the Act, and as such will bear its ratable
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share of those investment companies' expenses, including management fees, while
at the same time remaining subject to payment of the advisory fee to the Adviser
with respect to those assets.
At times the Fund may be invested without limitation regarding
percentage of its assets in common stocks and other equity-type securities. On
the other hand, when the Fund believes that, in the light of the current
economic and market conditions, its investment objectives may be more readily
attainable by investment in fixed-income securities, it may invest without
limitation regarding percentage of its assets in corporate bonds and debentures,
U.S. Treasury notes or bonds, and in short-term money market instruments. The
Fund may invest up to two percent of its net assets in warrants which are not
listed on the New York or American Stock Exchange and an additional three
percent in warrants which are so listed.
Through its active management of the portfolio and flexible approach
to investing, the Adviser seeks to reduce the degree of negative change in the
Fund's net asset value per share in declining markets. However, there is no
guarantee that the Adviser will be successful in attaining this goal.
In seeking to further its investment objective of realizing the
highest total return with the assumption of reasonable risks, the distinction
between the realization of short-term capital gain taxable as ordinary income
and long-term capital gain will not be of primary importance. When the Fund
determines that a security should be sold, the security will be sold whether or
not it has been held for the required period of time to qualify as a long-term
capital gain. In addition, as indicated above, the Fund may purchase securities
with a short-term profit objective when the Adviser deems it advisable.
Except for the Fund's stated investment objective, the
above-referenced policies are not fundamental and the Fund's Board of Directors
may change such policies without an affirmative vote of a majority of the Fund's
outstanding voting securities.
The Fund's investment objective and investment policies may cause the
annual portfolio turnover rate to be higher than the average turnover rate of
many other investment companies. It is anticipated that the annual portfolio
turnover rate will not exceed 100 percent but may exceed this rate if the
Adviser deems changes to the portfolio are appropriate and consistent with the
Fund's stated investment objective and policies. The portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of securities by the
average monthly value of the Fund's portfolio securities.
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<PAGE>
INVESTMENT RESTRICTIONS
The By-laws of the Fund provide the following fundamental investment
restrictions, and the Fund may not, except by the vote of a majority of the
outstanding voting securities, change such restrictions. A majority of such
securities means the vote, at an annual or a special meeting of the shareholders
of the Fund duly called, of (i) 67 percent or more of the voting securities
present at such meeting, if the holders of more than 50 percent of the
outstanding voting securities of the Fund are present or represented by proxy,
or (ii) more than 50 percent of the outstanding voting securities of the Fund,
whichever is less.
The Fund may not:
(1) (a) With respect to 75% of the Fund's total assets, invest in the
securities of any one issuer (excluding the U.S. Government, its agencies and
instrumentalities), if immediately thereafter and as a result of such investment
the acquisition cost of the holdings of the Fund in the securities of such
issuer exceeds 5% of the Fund's total assets, taken at market value, or
(b) Invest in the securities of any single issuer, if immediately
after and as a result of such investment, the Fund owns more than 10% of the
outstanding voting securities of such issuer.
(2) Act as an underwriter for securities of other issuers.
(3) Borrow money or purchase securities on margin, but may borrow money
from banks as may be necessary for clearances or purchases and sales of
securities for temporary or emergency purposes in an amount not to exceed 5
percent of the value of the Fund's assets at the time the loan is made.
(4) Sell securities short, except for short sales against-the-box.
(5) Invest more than 25 percent of its assets at the time of purchase
in any one industry, except for U.S. Government securities.
(6) Make investments in commodities, commodity contracts or real
estate, although the Fund may purchase and sell securities of companies which
deal in real estate or interests therein and whose securities are marketable.
(7) Make loans except the purchase of a portion of a readily marketable
issue of publicly distributed bonds, debentures or other debt securities will
not be considered the making of a loan.
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<PAGE>
(8) Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization, if more
than ten percent of the Fund's total assets would be invested in securities of
other investment companies, more than five percent of its total assets would be
invested in the securities of any one other investment company or the Fund would
own more than three percent of any other investment company's securities.
(9) Invest in companies for the purpose of acquiring control.
(10) Invest more than 5 percent of the total Fund assets taken at the
market value at the time of purchase in securities of companies, except
investment companies, with less than three years of continuous operation,
including the operation of any predecessor.
(11) Pledge, mortgage or hypothecate any of its assets.
(12) Invest more than 10 percent of the Fund's total assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or which are not readily marketable (including repurchase agreements
maturing in more than seven days and over-the-counter options).
FUND MANAGEMENT AND THE INVESTMENT ADVISER
The Fund is controlled by the shareholders who elect the Board of
Directors who exercise authority over policy matters of the Fund. The day-to-day
operations of the Fund are managed by the Fund's officers subject to the By-laws
of the Fund and review of the Board of Directors. Information about the officers
and directors of the Fund is provided in the "Statement of Additional
Information."
The Fund has entered into an advisory agreement (the "Agreement") with
SCM Associates, Inc., 119 Maple Street, Carrollton, Georgia 30117 (the
"Adviser") whereby the Adviser is authorized to manage the Fund's investments.
The Adviser has no current agreement for providing investment management
services to any other registered investment company. The Adviser does serve as
investment adviser to other entities, as he has done since 1986. Due to his
percentage ownership of the Adviser, Dr. Stephen C. McCutcheon, President and
Director of the Fund, controls the Adviser. Dr. McCutcheon also serves as the
Portfolio Manager of the Fund, as he has done since the Fund's inception in
1989.
The Fund has an investment committee composed of Henry W. Blizzard,
Vice Chairman and Vice President of the Fund and the Adviser, and Dr.
McCutcheon. However, Dr. McCutcheon manages the portfolio of the Fund and makes
the final investment decisions.
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<PAGE>
The Agreement with the Adviser will continue on an annual basis
provided that approval is granted annually by a vote of a majority of the
independent directors or by a vote of the holders of a majority of the
outstanding voting securities of the Fund. In either condition, the Agreement
must be approved (1) by a majority of the directors of the Fund who are neither
parties to the Agreement nor interested persons as defined in the Act and (2) at
a meeting called for the purpose of voting such approval. The Agreement may be
terminated at any time, without the payment of any penalty by the Board of
Directors or by a vote of a majority of the outstanding voting securities of the
Fund on not more than sixty (60) days' written notice to the Adviser.
As compensation for its services, the Fund has agreed to pay the
Adviser a fee to be computed and paid monthly by multiplying the sum of 0.74% of
the average daily closing net assets of the Fund during the previous month by a
fraction, the numerator of which is the number of days in the previous month and
the denominator of which is 365 (366 in Leap Years). For the fiscal year ended
December 31, 1997, investment advisory fees were waived by the Adviser. During
such period, the Adviser waived its entire investment advisory fee equal to .74%
of the Fund's average net assets.
The Fund will provide, at its own expense, legal, accounting and
auditing fees; insurance and bonding premiums; custodial fees; shareholder
report fees; transfer agent fees; registration fees; interest and extraordinary
expenses. However, the Adviser has borne the organizational expenses of the
Fund. Furthermore, the Agreement provides that should the management fee and
other expenses exceed two percent at the end of the fiscal year based on the
Fund's daily average net assets, the Adviser would refund the sum necessary to
reduce the total cost to the Fund to not more than two percent of the daily
average net assets under management during the fiscal year. For the fiscal year
ended December 31, 1997, the total expenses of the Fund were 1.48% of average
net assets.
The Fund has also entered into an Administrative Services Contract
whereby the Adviser will furnish the Fund with certain administrative services
including fund accounting, net asset value calculation and reporting. For its
services under the contract, the Fund pays to the Adviser a monthly fee equal to
one-twelfth of twenty-five one hundredths of one percent per month (the
equivalent of .25 of one percent per annum), of the daily average net assets of
the Fund during the month. For the fiscal year ended December 31, 1997, the Fund
paid the Adviser $2,668. For the fiscal years ending December 31, 1996 and
December 31, 1995, the Fund paid the Adviser $2,320 and $2,124, respectively.
PURCHASE OF SHARES
Shares of the Fund are purchased by sending a Share Purchase
Application to SCM Portfolio Fund, Inc., c/o Fidelity National Bank, 3490
Piedmont Road, Suite 1450, Atlanta, Georgia 30305. The offering price for the
Fund's shares is equal to the net asset value per share
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<PAGE>
next determined after receipt of a purchase order by the Fund. There are no
sales charges or underwriting commissions. An initial purchase of Fund shares
must be at least $2,500 ($1,000 for IRAs), at the current offering price.
Subsequent purchases may be made in amounts of $250 ($100 for IRAs) or more.
These minimums may be changed at any time. Shareholders will be given at least
30 days' advance notice of any increase in the minimums.
Purchase orders will be accepted only when accompanied by a Share
Purchase Application form and a check or money order in payment of the purchase
price. All orders to purchase shares are subject to acceptance or rejection by
the Fund and are not binding until so accepted. (Funds to purchase shares may be
transmitted to the custodian by wire. Please call 404-240-1557 for wiring or
express mail instructions.)
The Fund will not ordinarily issue certificates for shares purchased.
Share certificates representing whole shares are issued only upon the specific
request of a shareholder made in writing to the Fund. All shareholders will
receive confirmations showing purchases, redemptions and net shares owned.
The Fund will retain and reinvest automatically dividends and capital
gains distributions and use the same for the purchase of additional shares for
the shareholder at net asset value as of the close of business on the
distributing date. However, a shareholder may at the time of purchase or any
time by letter direct the Fund to pay dividends and capital gains distributions
to such shareholder in cash. Such change of election applies to dividends and
distributions the record dates of which fall on or after the date that the Fund
receives the written notice.
Individual Retirement Accounts
Shares of the Fund are available for purchase through tax-deferred
Individual Retirement Accounts ("IRAs"). Application forms and information for
IRAs can be obtained from the Fund by calling 770-834-5839. The Fund's
custodian, Fidelity National Bank ("Fidelity"), makes available its services as
the IRA custodian for each shareholder account that is established as an IRA.
For these services, Fidelity receives an annual fee of $10.00 per IRA account,
which fee is paid to Fidelity by the IRA shareholder. Fees not paid by the due
date will be charged to the IRA account.
REDEMPTION OF SHARES
Shares will be redeemed on request of the shareholder in "proper form"
to the Fund: "Proper form" means that the request to redeem must meet all the
following requirements:
(1) It must be in writing sent to SCM Portfolio Fund, Post Office Box
947, Carrollton, Georgia 30117;
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(2) It must be signed by the shareholder (or shareholders) exactly in
the manner as the shares are registered, and must specify either the number of
shares, or the dollar amount of shares, to be redeemed;
(3) The signature (or signatures) of the redeeming shareholder (or
shareholders) must be guaranteed by a commercial bank, savings bank,
broker/dealer firm, clearing agency, or a registered stock exchange, and if the
shares are registered in more than one name, then the signature of each of the
shareholders must be guaranteed separately;
(4) If certificates have been issued for the shares being redeemed, the
request must be accompanied by such certificates together with a stock power
signed by the shareholder (or shareholders), with signature (or signatures)
guaranteed in the same manner as described in number three above; and
(5) If the shares being redeemed are registered in the name of an
estate, trust, custodian, guardian, retirement plan or the like, or in the name
of a corporation or partnership, documents must also be included which, in the
judgment of the Fund or its designated agent, are sufficient to legally
establish the authority of the person (or persons) signing the request, with
signature (or signatures) guaranteed in the same manner as described in number
three above.
The redemption price will be the net asset value per share next
determined after the request to redeem is received by the Fund in "proper form,"
as defined above. In the event of redemption within six months of purchase of
the shares redeemed, one percent (1%) of the redemption amount will be charged
by the Fund to defray administrative costs incurred. The fee is treated by the
Fund as other income. The proceeds received by the shareholder may be more or
less than the cost of such shares, depending upon the net asset value per share
at the time of redemption. If, as a result of redemption, the net asset value of
a shareholder's remaining shares is less than $1,250, the Fund may involuntarily
redeem such remaining shares. Prior to any such involuntary redemption, a
redemption notice will be sent by first class mail to the shareholder at the
address on the Fund's records. The notice will specify a date no less than
thirty (30) days from the date it is mailed, and the remaining shares will be
redeemed at net asset value on such date unless the shareholder purchases
sufficient additional shares to raise the net asset value of his aggregate share
holdings to $1,250 by that date.
Payment by the Fund will ordinarily be made in cash and within seven
(7) days of receipt of the shareholder's request for redemption in "proper
form." Funds may also be wired to another bank or trust company. Fidelity
National Bank charges a $15 fee for each wire redemption. Please call the
custodian (404-240-1557) for instructions regarding transmittal of a redemption
by wire. If shares have been purchased by check, the Fund will make redemption
proceeds available upon the clearance of the shareholder's purchase check by the
shareholder's bank, which, depending on the location of such bank, could take up
to fifteen (15) days or more.
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The Fund reserves the right to suspend or postpone redemptions during
any period when the New York Stock Exchange is closed for other than customary
weekend and holiday closings or during which trading on the New York Stock
Exchange is restricted; or during which an emergency exists such as would make
disposal of securities owned by the Fund unreasonable or impracticable or would
make determination of the Fund's value impracticable; or for such other periods
as the Securities and Exchange Commission may by order permit for protection of
the Fund's shareholders.
NET ASSET VALUE
The net asset value for the Fund's shares is determined as of the close
of trading on each day the New York Stock Exchange is open by dividing the net
asset value (assets minus liabilities) of the Fund by the number of shares
outstanding, the result being adjusted to the nearest whole cent. Except on the
last business day of each calendar month, the Fund may omit the determination of
net asset value on days when no share purchase or share redemption requests are
received. In computing the net asset value of the Fund, securities listed on the
New York Stock Exchange, American Stock Exchange or other security exchanges,
and securities traded in the Over-The-Counter market shall be valued at their
closing sales prices. If no sale has been reported for that day, the last
published sale or the last recorded bid price, whichever is the more recent,
shall be used, unless in the opinion of the Board of Directors the value thus
obtained may not fairly indicate the actual market value, in which case these
securities, and any other assets for which market quotations are not readily
available, shall be valued at fair value as determined by the management and
approved in good faith by the Board of Directors. Debt securities having
maturities of less than sixty (60) days are valued by the amortized cost method
when the Board of Directors determines in good faith that amortization cost is
fair value. Expenses and fees, including the advisory fee, are accrued daily and
taken into account for the purpose of determining the net asset value.
DISTRIBUTIONS AND TAX STATUS
The Fund intends to distribute, at least annually, ordinary dividends
and net capital gains substantially equal to the Fund's net investment income
and net capital gains for each year. There can be no guarantee that the Fund
will have such net investment income or net capital gains for annual
distribution. All distributions will be automatically reinvested in shares of
the Fund, unless the shareholder makes a written request for distributions in
cash. Such request must be sent to the Fund at its current mailing address.
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code. As such, the Fund will not be subject
to Federal corporate income tax on net investment income and net capital gains
distributed to its shareholders. Shareholders are individually liable for income
taxes that may be due on net investment income and net capital
-12-
<PAGE>
gains distributions by the Fund. Any distributions paid shortly after a purchase
of shares by an investor will have the effect of reducing the net asset value
per share by the amount of such distributions. These distributions, although in
effect a return of capital, are subject to taxation.
The Fund will inform shareholders each year of the amount and nature of
the distributions which are taxable to shareholders. Shareholders should consult
their own financial adviser concerning the federal, state, and local tax
consequences of share ownership. Further tax information is included in the
"Statement of Additional Information."
CUSTODIAN AND SHAREHOLDER SERVICES
Fidelity National Bank, 3490 Piedmont Road, Suite 1450, Atlanta,
Georgia 30305 (404- 240-1557) acts as custodian of all cash and securities of
the Fund, and acts as dividend disbursing agent.
SCM Portfolio Fund acts as its own transfer agent.
YEAR 2000
The services provided to the Fund and its shareholders by the Adviser,
the Custodian and others depend on the smooth functioning of their computer
systems and those of their outside service providers. Many computer software
systems in use today cannot distinguish the year 2000 from the year 1900 because
of the way dates are encoded and calculated. Such event could have a negative
impact on handling securities trades, payments of interest and dividends,
pricing and accounting services. Although, at this time, there can be no
assurance that there will be no adverse impact on the Fund, the Adviser and the
Custodian have advised the Fund that they have been actively working on
necessary changes to their computer system to prepare for the year 2000 and
expect that their system, and those of their outside service providers, will be
adapted in time for that event.
REPORTS TO SHAREHOLDERS
The Fund sends all shareholders annual reports containing audited
financial statements. In addition, at least semiannually, the Fund sends all
shareholders reports containing unaudited financial statements.
Shareholder inquiries regarding these reports should be addressed to
the Fund at P.O. Box 947, Carrollton, Georgia 30117 or by telephone to (770)
834-5839.
-13-
<PAGE>
AUDITORS AND LITIGATION
McMullan and Company, independent certified public accountants, 1355
Peachtree Street, Atlanta, Georgia, act as independent auditors for the Fund.
As of the date of this Prospectus, there was no pending or threatened
litigation involving the Fund or its Adviser.
DESCRIPTION OF COMMON STOCK
The Fund was incorporated in Georgia on January 14, 1988 with
10,000,000 authorized shares of common stock, $1.00 par value. All the
outstanding shares are, and the shares to be issued as contemplated herein will
be, duly authorized, fully paid and nonassessable. Each issued and outstanding
share has full voting rights and is entitled to one vote on all matters
submitted to the shareholders on the election of directors and the selection of
independent certified public accountants. No shareholder is entitled to
cumulative voting rights or to any preemptive right to acquire securities of the
Fund. Each share has equal dividend, distribution, and liquidation rights.
OTHER INFORMATION
This Prospectus does not contain all the information set forth in the
registration statement the Fund has filed with the Securities and Exchange
Commission. The complete registration statement may be obtained from the
Securities and Exchange Commission upon payment of the fee prescribed by its
rules and regulations. Shareholders may also direct inquiries to the Fund or
obtain a Statement of Additional Information by writing or calling the Fund at
the address or telephone number provided on the first page of this Prospectus.
-------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and the Statement
of Additional Information dated April 29, 1998 and, if given or made, such
information or representations may not be relied upon as having been authorized
by SCM Portfolio Fund, Inc. This Prospectus does not constitute an offer to sell
securities in any state or jurisdiction in which such offering may not lawfully
be made. The delivery of this Prospectus at any time shall not imply that there
has been no change in the affairs of SCM Portfolio Fund, Inc. since the date
hereon.
-14-
<PAGE>
SHARE PURCHASE APPLICATION
Please make checks payable to: SCM PORTFOLIO FUND, INC.
c/o Fidelity National Bank - Trust Dept.
3490 Piedmont Road, Suite 1450
Atlanta, GA 30305
Amount of Investment Attached $____________ (minimum initial purchase $2,500)
All applications are accepted in Georgia and under Georgia laws.
(Not for use with IRAs)
<TABLE>
<CAPTION>
INSTRUCTIONS Please Type or Print Clearly
Fill in where applicable
<S> <C> <C> <C> <C>
Individual 1. - -
First Name Initial Last Name Social Security Number
Joint Tenant, if any, 2. - -
(with right of survivorship) First Name Initial Last Name Social Security Number
Uniform Gift to Minors 3.
Custodian's Name (Only one allowed by law) Minor's State of Residence
- -
Minor's Name (Only one allowed by Law) Minor's Social Security No.
Other 4.
(Corporations, Trusts,
Associations, Partnerships)
-
Tax Identification No.
Full Address Number and Street
City State Zip
Citizen of : |_| United States |_| Other (Specify)
Home Telephone No. Business Telephone No.
Signature The undersigned has received a current copy of the Company's
Prospectus, understands that dividends and distributions will be
reinvested in additional shares unless payment in cash is requested in
writing, certifies under penalty of perjury that the applicant is not
subject to back up withholding for underreporting interest or
dividends and the applicant's correct social security (taxpayer
identification) number is printed above, and has full authority and
legal capacity to purchase shares of the Company.
Individual (or Custodian) Corporate Officer of Trustee
Joint Tenant (if any) Title of Corporate Officer or Trustee
</TABLE>
-15-
<PAGE>
Custodian SCM Portfolio Fund
Incorporated
Fidelity National Bank
Legal Counsel
Pepper Hamilton LLP
Philadelphia, Pennsylvania
Prospectus
April 29, 1998
Independent Accountants and Auditors
McMullan and Company
Atlanta, Georgia
Investment Adviser A no-load mutual fund which seeks the
highest total return from income and
SCM Associates, Inc. capital appreciation consistent with safety
Carrollton, Georgia of principal
TABLE OF CONTENTS
Page
The Fund.....................................................3
Fund Expenses................................................3
Financial Highlights.........................................4
Investment Objective and Policies............................5
Investment Restrictions......................................7
Fund Management and the Investment Adviser...................8
Purchase of Shares...........................................9
Redemption of Shares........................................10
Net Asset Value.............................................12
Distributions and Tax Status................................12
Custodian and Shareholder Services..........................13
Year 2000...................................................13
Reports to Shareholders.....................................13
Auditors and Litigation.....................................14
Description of Common Stock.................................14
Other Information...........................................14
Share Purchase Application..................................15
-16-
<PAGE>
SCM PORTFOLIO FUND, INC.
P.O. BOX 947
CARROLLTON, GEORGIA 30117
STATEMENT OF ADDITIONAL INFORMATION
April 29, 1998
THIS STATEMENT IS NOT A PROSPECTUS BUT SHOULD BE READ IN CONJUNCTION WITH THE
CURRENT PROSPECTUS OF SCM PORTFOLIO FUND, INC. (THE "FUND") DATED APRIL 29,
1998. TO OBTAIN THE PROSPECTUS, PLEASE WRITE TO THE FUND AT THE ABOVE ADDRESS.
TABLE OF CONTENTS
THE FUND...................................................................B-1
INVESTMENT OBJECTIVES AND POLICIES.........................................B-1
INVESTMENT RESTRICTIONS....................................................B-1
PORTFOLIO SECURITIES.......................................................B-2
SHARE PURCHASES AND REDEMPTIONS............................................B-3
NET ASSET VALUE............................................................B-4
FUND MANAGEMENT AND THE INVESTMENT ADVISER.................................B-4
OFFICERS AND DIRECTORS OF THE FUND.........................................B-5
CONTROL PERSONS............................................................B-5
BROKERAGE..................................................................B-6
TAX INFORMATION............................................................B-7
CUSTODIAN AND TRANSFER AGENT...............................................B-8
REPORTS TO SHAREHOLDERS....................................................B-8
AUDITORS AND LITIGATION....................................................B-8
OTHER INFORMATION..........................................................B-8
FINANCIAL STATEMENTS
<PAGE>
THE FUND
The Fund is a diversified open-end management investment company which
was incorporated in Georgia on January 14, 1988. The registered office of the
Fund is 119 Maple Street, Carrollton, Georgia, and the mailing address is P.O.
Box 947, Carrollton, Georgia 30117.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of the Fund are described in the
Prospectus under the heading "Investment Objective and Policies."
INVESTMENT RESTRICTIONS
The By-laws of the Fund provide the following fundamental investment
restrictions, and the Fund may not, except by the vote of a majority of the
outstanding voting securities, change such restrictions. A majority of such
securities means the vote, at an annual or a special meeting of the shareholders
of the Fund duly called, of (i) 67 percent or more of the voting securities at
such meeting, if the holders of more than 50 percent of the outstanding voting
securities of the Fund are present or represented by proxy, or (ii) more than 50
percent of the outstanding voting securities of the Fund, whichever is less.
The Fund may not:
(1) (a) With respect to 75% of the Fund's total assets, invest in the
securities of any one issuer (excluding the U.S. Government, its agencies and
instrumentalities), if immediately thereafter and as a result of such investment
the acquisition cost of the holdings of the Fund in the securities of such
issuer exceeds 5% of the Fund's total assets, taken at market value, or
(b) Invest in the securities of any single issuer, if
immediately after and as a result of such investment, the Fund owns more than
10% of the outstanding voting securities of such issuer.
(2) Act as an underwriter for securities of other issuers.
(3) Borrow money or purchase securities on margin, but may borrow money
from banks as may be necessary for clearances or purchases and sales of
securities for temporary or emergency purposes in an amount not to exceed 5
percent of the value of the Fund's assets at the time the loan is made.
(4) Sell securities short, except for short sales against-the-box.
(5) Invest more than 25 percent of its assets at the time of purchase
in any one industry, except for U.S. Government securities.
B-1
<PAGE>
(6) Make investments in commodities, commodity contracts or real
estate, although the Fund may purchase and sell securities of companies which
deal in real estate or interests therein and whose securities are marketable.
(7) Make loans except the purchase of a portion of a readily marketable
issue of publicly distributed bonds, debentures or other debt securities will
not be considered the making of a loan.
(8) Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or reorganization, if more
than ten percent of the Fund's total assets would be invested in securities of
other investment companies, more than five percent of its total assets would be
invested in the securities of any one other investment company or the Fund would
own more than three percent of any other investment company's securities.
(9) Invest in companies for the purpose of acquiring control.
(10) Invest more than 5 percent of the total Fund assets taken at the
market value at the time of purchase in securities of companies, except
investment companies, with less than three years of continuous operation,
including the operation of any predecessor.
(11) Pledge, mortgage or hypothecate any of its assets.
(12) Invest more than 10 percent of the Fund's total assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or which are not readily marketable (including repurchase agreements
maturing in more than seven days and over-the-counter options).
PORTFOLIO SECURITIES
Though the Fund primarily intends to invest in publicly traded common
stocks, the following information provides brief descriptions of certain other
securities in which the Fund may invest. Prospective investors should read and
understand the factors disclosed in the "Investment Objective and Policies"
section of the Prospectus before purchasing shares in the Fund.
The Fund may invest in warrants which give the holder the right to
purchase a specified amount of a company's common stock at a stipulated price
for a specified period of time. Due to the leverage characteristics of warrants,
market price volatility of these securities is usually much greater than that of
the related common stock.
The Fund may invest in rights which normally have a significantly
shorter-term life than warrants and give the holder the opportunity to purchase
a specified number of shares of a new issue of a company at a specified price.
The failure to exercise such rights results in a dilution of a shareholder's
interest in the company.
B-2
<PAGE>
The Fund may invest up to 5% of its assets in GNMA Mortgage-Backed
Securities ("GNMA's"). GNMA's are mortgage-backed securities representing part
ownership of a pool of mortgage loans. These loans, issued by lenders such as
mortgage bankers, commercial banks and savings and loan associations, are either
insured by the Federal Housing Administration (FHA) or guaranteed by the
Veterans Administration (VA). A "pool" or group of such mortgages is assembled
and, after being approved by GNMA, is offered to investors through securities
dealers. Once approved by GNMA, a Federal Government corporation within the U.S.
Department of Housing and Urban Development, the timely payment of interest and
principal on each mortgage is guaranteed by the full faith and credit of the
Federal Government. As mortgage-backed securities, GNMA's differ from bonds in
that principal is paid back by the borrower over the length of the loan rather
than returned in a lump sum at maturity. Also, the underlying mortgage loans may
be paid off prior to maturity due to a sale of the secured real estate or
refinancing due to changes in interest rates and the Fund may not be able to
replace those securities on similar terms.
The Fund, subject to its investment restrictions and limitations
imposed under the Act, may invest in American Depository Receipts ("ADRs") or in
shares of other registered investment companies whose portfolios are invested in
foreign securities. Investing in foreign securities involves substantial risks
not typically associated with investing in securities of domestic companies.
Investing in securities of foreign issuers and the attendant holding of foreign
currencies could cause the Fund to be affected favorably or unfavorably by
changes in currency exchange rates. In addition, less information may be
available about foreign companies than about domestic companies and foreign
companies may not be subject to reporting or accounting standards and
requirements comparable to those applicable to domestic securities and their
markets. Securities of some foreign companies may involve greater market risk
than securities of domestic companies and foreign brokerage commissions and
other fees are generally higher than those in the United States. Certain costs,
including currency exchange price spreads, are often incurred to cover currency
exchange service charges. Investments in foreign securities may also be subject
to local economic or political risks, including instability of some foreign
governments, the imposition of withholding taxes on dividend or interest
payments, foreign exchange controls (which could suspend the ability to transfer
currency from a given country) and the potential for expropriation, confiscatory
taxation or nationalization of the assets of the companies issuing the
securities.
The Fund does not currently intend to enter into repurchase agreements
or reverse repurchase agreements, or purchase options or futures contracts.
SHARE PURCHASES AND REDEMPTIONS
The Prospectus describes the manner in which the Fund's shares may be
purchased or redeemed. See "Purchase of Shares" and "Redemption of Shares" in
the Prospectus.
Individual Retirement Accounts (IRA)
Individuals who are not active participants (and, when a joint return
is filed, who do not have a spouse who is an active participant) in an employer
maintained retirement plan are
B-3
<PAGE>
eligible to contribute on a deductible basis to an IRA account. The IRA
deduction is also retained for individual taxpayers and married couples with
adjusted gross incomes not in excess of certain specified limits. All
individuals who have earned income may make nondeductible IRA contributions to
the extent that they are not eligible for a deductible contribution. Income
earned by an IRA account will continue to be tax deferred. A special IRA program
is available for employers under which the employers may establish IRA accounts
for their employees in lieu of establishing tax-qualified retirement plans.
Known as SEP-IRAs (Simplified Employee Pension-IRA), they free the employer of
the recordkeeping requirements of establishing and maintaining a tax-qualified
retirement plan trust.
NET ASSET VALUE
The Prospectus, under the heading "Net Asset Value," describes how and
when the Fund's net value is determined.
FUND MANAGEMENT AND THE INVESTMENT ADVISER
The Fund is controlled by the shareholders who elect the Board of
Directors, which exercises authority over policy matters of the Fund. The
officers of the Fund conduct the day-to- day management of the Fund, and SCM
Associates, Inc. (the "Adviser") serves as investment adviser. Dr. Stephen C.
McCutcheon, President and Director of the Fund, controls the Adviser due to his
percentage ownership of the Adviser, and is generally responsible for all of its
investment decisions. Dr. McCutcheon, prior to the formation of the Fund,
managed certain discretionary investment accounts for individuals, corporations,
trusts and retirement funds. Dr. McCutcheon has managed the portfolio of the
Fund since its inception.
The Fund has entered into an advisory agreement (the "Agreement") with
the Adviser whereby the Adviser is authorized to manage the Fund's investments.
The Agreement will continue on an annual basis provided that approval is granted
annually by a vote of a majority of the independent directors or by a vote of
the holders of a majority of the outstanding voting securities of the Fund. In
either condition, the Agreement must be approved (1) by a majority of the
directors of the Fund who are neither parties to the Agreement nor interested
persons as that term is defined in the Investment Company Act of 1940 and (2) at
a meeting called for the purpose of voting such approval. The Agreement may be
terminated at any time, without the payment of any penalty by the Board of
Directors or by a vote of a majority of the outstanding voting securities of the
Fund on not more than sixty (60) days' written notice to the Adviser.
As compensation for its services, the Fund has agreed to pay the
Adviser a fee to be computed and paid monthly by multiplying the sum of 0.74% of
the average daily closing net assets of the Fund during the previous month by a
fraction, the numerator of which is the number of days in the previous month and
the denominator of which is 365 (366 in Leap Years). For the fiscal years ended
December 31, 1997, 1996 and 1995, the Adviser waived its fee.
The Fund will provide legal, accounting and auditing fees; insurance
and bonding premiums; custodial fees; shareholder reports; transfer agent fees;
registration fees; Federal and state taxes; interest and extraordinary expenses.
Furthermore, the Agreement provides that
B-4
<PAGE>
should the management fee and other expenses exceed two percent at the end of
the fiscal year based on the Fund's daily average net assets, the Adviser would
refund the sum necessary to reduce the total cost to the Fund to not more than
two percent of the daily average assets under management during the fiscal year.
OFFICERS AND DIRECTORS OF THE FUND
<TABLE>
<CAPTION>
Principal Occupation and
Name, Address and Age Position Affiliation for Past Five Years
<S> <C> <C>
Stephen C. McCutcheon*, 59 President and President and Director
123 Ole Hickory Trail Director of SCM Associates, Inc. and Southern Capital
Carrollton, GA 30117 Management Company.
Henry W. Blizzard *, 58 Vice President Law Partner, Sherrill, Batts, Mathews and 202
Wellington Road and Director Blizzard; Vice President and Director of
Athens, AL 35611 SCM Associates, Inc. and Southern
Capital Management Company.
James M. Prather*, 53 Secretary and Dentist; Secretary and Director of SCM
175 Fairlawn Drive Director Associates, Inc. and Southern Capital
Carrollton, GA 30117 Management Company.
Cynthia B. McCutcheon (1), 59 Treasurer Operations Manager, Treasurer and Director
123 Ole Hickory Trail of SCM Associates, Inc. and Director of
Carrollton, GA 30117 Southern Capital Management Company.
William L. McGee, 51 Director Veterinarian
291 Tyus Carrollton Road
Carrollton, GA 30117
Lititia Stone, 53 Director Treasurer/Director Systems & Methods,
130 Ole Hickory Trail Incorporated
Carrollton, GA 30117
</TABLE>
* "Interested Person" as that term is defined by the Investment Company Act of
1940.
(1) Cynthia B. McCutcheon is the wife of Stephen C. McCutcheon.
The Directors of the Fund met in person three times during fiscal year
1997, and otherwise conducted the Fund's business two additional times by
unanimous written consent, in accordance with applicable law. No Director of the
Fund receives compensation from the Fund for acting as Director.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Systems & Methods, Inc. Pension and Profit Sharing Plans, 119 Maple
Street, Carrollton, Georgia 30117, owned beneficially 44.05 percent of the
outstanding shares of the Fund on April 1, 1998. Due to its percentage ownership
of the shares of the Fund, the Plans are deemed to control the Fund and will
have a substantial effect on the outcome of any matter submitted to
B-5
<PAGE>
shareholders of the Fund for a vote. Shareholders who owned five percent or more
of the shares of the Fund on April 1, 1998 are as follows:
<TABLE>
<CAPTION>
% Record
Name Address Ownership
<S> <C> <C>
James M. Prather 175 Fairlawn Drive 21.05
Carrollton, GA 30117
Daniel K. Blizzard 515 N. Jefferson Street 6.33
Athens, AL 35611
Richard D. and 60 Greenwood Lane 5.65
Edith C. Pickering Carrollton, GA 30117
Henry W. Blizzard 202 Wellington Road 5.22
Athens, AL 35611
</TABLE>
Lititia H. Stone, an independent director of the Fund, and her husband, Robert
J. Stone, are participants in System & Methods, Inc. Pension and Profit Sharing
Plans. As of April 1, 1998, the directors and officers as a group owned 75.00%
or 70,345.892 of the outstanding shares of the Fund.
BROKERAGE
The Adviser is responsible for the investment decisions of the Fund and
as such will select members of securities exchanges, brokers and dealers
(collectively "brokers") for the execution of the Fund's portfolio transactions
and, when applicable, the negotiation of commissions in connection therewith.
Purchase and sale orders usually will be placed with brokers who are
considered by the Adviser as those able to achieve "best execution" of such
orders. "Best execution" means prompt and reliable execution at the most
favorable security price. The overall determination of what may constitute best
execution and price in the execution of a securities transaction by a broker
involves a number of considerations, including, without limitation, the overall
direct net economic result to the Fund (involving both price paid or received
and any commissions and other costs paid), the efficiency with which the
transaction is effected, the ability to effect the transactions at all where a
large block is involved, availability of the broker to stand ready to execute
possible difficult transactions in the future, and the financial strength and
stability of the broker. Such commissions are judgmental and are weighed by the
Adviser in determining the overall reasonableness of brokerage commissions.
The Adviser is authorized to allocate brokerage and principal business
to brokers who have provided brokerage and research services, as such services
are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended,
for the Fund and, as to transactions to which fixed minimum commission rates are
not applicable, to cause the Fund to pay a commission for effecting a securities
transaction in excess of the amount another broker would have charged for
effecting that transaction, if the Adviser in making the recommendation in
question determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage
B-6
<PAGE>
and research services provided by such broker, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund and the other accounts, if any, as to which it exercises investment
discretion. In reaching such determination, the Adviser is required to place or
attempt to place a specific dollar value on the research or execution services
of a broker or on the portion of any commission reflecting either of said
services. In demonstrating that such determinations were made in good faith, the
Adviser shall be prepared to show that all commissions were allocated and paid
for purposes contemplated by the Fund's brokerage policy; that commissions were
recommended or paid only for products or services which provide lawful and
appropriate assistance to the Adviser in the performance of its investment
research, advice and supervision for the Fund; and that the commissions paid
were within a reasonable range. The determination that commissions were within a
reasonable range shall be based on any available information as to the level of
commissions known to be charged by other brokers on comparable transactions, but
there shall be taken into account the Fund's policies (i) that obtaining a low
commission is deemed secondary to obtaining a favorable price than to pay the
lowest commission; and (ii) that the quality, comprehensiveness and frequency of
research studies which are provided for the Fund and the Adviser are useful to
the Adviser in performing its advisory services under its contract with the
Fund. Research services provided by brokers to the Fund or the Adviser are
considered to be in addition to, and not in lieu of, services required to be
performed by the Adviser under its contract with the Fund. Research furnished by
brokers through whom the Fund effects securities transactions may be used by the
Adviser for any accounts it may service, and not all such research may be used
by the Adviser for the Fund. When execution of portfolio transactions is
allocated to brokers trading on exchanges with fixed brokerage commission rates,
account may be taken of various services provided by the broker deemed
beneficial to the Fund.
The aggregate amount of brokerage commissions paid by the Fund for the
fiscal years ended December 31, 1997, 1996 and 1995 was $1,228.96, $876.10, and
$1,197.20, respectively.
Insofar as known to management, no Director or Officer of the Fund, nor
the Adviser or any persons affiliated with either of them, has any material
direct or indirect interest in any broker which may be employed by or on behalf
of the Fund.
TAX INFORMATION
The Fund intends to comply with all the requirements for qualification
as a regulated investment company; however, there can be no assurance that the
Fund will so qualify and maintain its status as a regulated investment company.
In any calendar year in which the Fund qualifies and elects to be treated as a
regulated investment company, it will be relieved of federal tax on
distributions of at least 97 percent of its ordinary income and 98 percent of
its capital gain net income, plus any undistributed income from the preceding
year. Alternatively, if the Fund were unable for any reason to maintain its
status as a regulated investment company for any taxable year, the Fund would be
subject to Federal income tax as an ordinary corporation on its taxable income,
if any, without any deduction for distributions to shareholders. In such event,
the amount of cash available for distributions to shareholders would be reduced
because of the Fund's tax liability and all distributions made to shareholders
(other than in liquidation) would be treated as ordinary income to the extent of
the Fund's earnings and profits.
B-7
<PAGE>
A description of the tax consequences of share ownership is contained
in the Prospectus under "Distributions and Tax Status."
CUSTODIAN AND TRANSFER AGENT
Fidelity National Bank, Securities Centre, 3490 Piedmont Road, Suite
1450, Atlanta, Georgia 30305 (404) 240-1557, acts as custodian of all cash and
securities of the Fund. SCM Portfolio Fund acts as its own transfer agent.
REPORTS TO SHAREHOLDERS
Each time a shareholder invests, redeems or receives a distribution,
the Fund sends a confirmation showing the date, nature of the transactions; the
dollar amount; the number of shares added or subtracted in the account; the
value per share; and the total number of shares in the account after the
transaction. The Fund also sends all shareholders annual reports containing
audited financial statements and other periodic reports, and semiannually,
reports containing unaudited financial statements.
Shareholder inquiries should be addressed to the Fund at P.O. Box 947,
Carrollton, Georgia 30117 or by telephone to (770) 834-5839.
AUDITORS AND LITIGATION
McMullan and Company, Certified Public Accountants, 1355 Peachtree
Street, Atlanta, Georgia, have been selected by the Board of Directors of the
Fund as independent accountants and auditors. McMullan and Company have no
direct or indirect financial interest in the Fund or the Adviser. The Fund is
not involved in any pending legal proceedings.
OTHER INFORMATION
The Prospectus and Statement of Additional Information do not contain
all of the information included in the registration statement filed with the
Securities and Exchange Commission under the Securities Act of 1933 with respect
to the securities offered hereby, certain portions of which have been omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
The registration statement, including exhibits filed therewith, may be examined
at the office of the Securities and Exchange Commission in Washington, D.C.
Statements contained in the Prospectus and Statement of Additional
Information as to the contents of any contract or other documents referred to
are not necessarily complete and, in each instance, reference is made to the
copy of such contract or other documents filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.
B-8
<PAGE>
SCM PORTFOLIO FUND, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT..................................................1
STATEMENT OF ASSETS AND LIABILITIES...........................................2
SCHEDULE OF INVESTMENTS.....................................................3-4
STATEMENT OF OPERATIONS.......................................................5
STATEMENTS OF CHANGES IN NET ASSETS...........................................6
NOTES TO FINANCIAL STATEMENTS...............................................7-8
SUPPLEMENTARY INFORMATION.....................................................9
SELECTED PER SHARE DATA AND RATIOS..................................10
AUDITOR'S REPORT ON INTERNAL CONTROL STRUCTURE......................12
-i-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
SCM Portfolio Fund, Inc.
We have audited the accompanying statement of assets and liabilities of
SCM Portfolio Fund, Inc., including the schedule of investments, as of December
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended December 31, 1997 and
1996, and selected per share data and ratios for the years ended December 31,
1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990, and 1989. These financial
statements, per share data and ratios are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and per share data and ratios based on our audit.
We conducted our audit 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 per share data
and ratios are free of material misstatement. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence with
the custodian. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and selected per share data
and ratios referred to above present fairly, in all material respects, the
financial position of SCM Portfolio Fund, Inc. as of December 31, 1997, and the
results of its operations for the year then ended, the changes in its net assets
for the years ended December 31, 1997 amend 1996, and the selected per share
data and ratios for the years ended December 31, 1997, 1996, 1995, 1994, 1993,
1992, 1991, 1990, and 1989, in conformity with generally accepted accounting
principles.
CERTIFIED PUBLIC ACCOUNTANTS
January 12, 1998
Atlanta, Georgia
<PAGE>
SCM PORTFOLIO FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
ASSETS
ASSETS
Investments in securities at market values
(identified cost - $461,113) $699,937
Cash equivalents 449,788
Cash in custodial account and premium reserve 3,153
Dividends and interest receivable 6,008
----------
$1,158,886
LIABILITIES
LIABILITIES
Accounts payable $1,085
NET ASSETS (Equivalent to $13.05 per share
based on 88,674.029 shares outstanding;
10,000,000 shares authorized) 1,157,801
----------
$1,158,886
Net assets consist of:
Capital paid in $916,342
Unrealized appreciation on investments 240,675
Accumulated undistributed net investment income 784
----------
$1,157,801
-2-
<PAGE>
SCM PORTFOLIO FUND, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of
Shares or Market
Face Amount Value
<S> <C> <C>
CASH EQUIVALENTS (39.1%)
Fidelity National Bank Money Market Cl. III
(cost $449,788) $449,788 $499,788
========
SECURITIES (60.9%)
U.S. Government Obligations (8.8%)
U.S. Treasury Notes, 6.375%, January 15, 1999 $50,000 $50,340
U.S. Treasury Notes, 6.25%, January 31, 2002 50,000 50,880
--------
Total (cost - $99,872) 101,220
--------
Preferred stocks (1.4%)
General Motors Corp., 9.125%, Series B 600 15,786
--------
Total (cost - $15,000) 15,786
--------
Common stocks (50.7%)
Business Equipment (2.8%)
Hewlett Packard Company 300 18,711
Johnson & Johnson Company 200 13,174
Business Services (3.0%)
Air Touch Communications 300 12,468
Automatic Data Processing 200 12,274
Oracle Corporation 425 9,483
Chemical - Basic Material (5.7%)
PPG Industries 600 34,272
Sigma Aldrich Corp. 800 31,800
Chemical - Specialty Material (1.3%)
Cisco Systems, Inc. 150 8,362
Pall Corp. 300 6,204
Consumer Goods - Drugs (6.4%)
Abbott Labs 400 26,200
Amgen, Inc. 100 5,412
Merck & Co. 400 42,400
Consumer Goods - Foods (7.2%)
Flowers Industries 1,500 30,840
H. J. Heitz 650 33,027
Sysco Corporation 400 18,224
Consumer Goods - Retail (5.2%)
Home Depot 750 44,153
Walmart Stores, Inc. 400 15,772
-CONTINUED-
The accompanying notes are an integral part
of these financial statements
-3-
<PAGE>
SCM PORTFOLIO FUND, INC.
SCHEDULE OF INVESTMENTS - CONTINUED
DECEMBER 31, 1997
Number of
Shares or Market
Face Amount Value
SECURITIES - CONTINUED
Electric & Electronic Mach/Equip/Supply (4.8%)
AMP, Inc. 200 8,400
General Electric Company 200 14,674
Intel Corp. 300 21,075
Motorola, Inc. 200 11,436
Financial - Banks (3.2%)
Synovus Financial Corp. 1,125 36,845
Financial - Insurance (1.5%)
Torchmark Corp. 400 16,872
Household Products (.4%)
Rubbermaid, Inc. 200 5,000
Paper and Allied Products (.7%)
Minnesota Mining & Manuf. Co. 100 8,206
Primary Metals Industries (.5%)
USX U.S. Steel 200 6,250
Railroads (.8%)
Norfolk Southern Corp. 300 9,150
Utilities - Electric (1.2%)
Southern Company 200 5,174
Teco Energy, Inc. 300 8,436
Utilities - Telephone (5.3%)
Bell Atlantic Corp. 200 18,200
GTE Corp. 700 36,575
Worldcom, Inc. 200 6,050
Wholesale Trade, - Non-Durable Goods (.7%)
Nike, Inc. - Class B 200 7,812
--------
Total (cost - $346,241) 582,931
--------
Total securities (cost - $461,113) $699,937
========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<PAGE>
SCM PORTFOLIO FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S> <C>
Income
Interest $27,120
Dividends 11,736
--------
38,856
Expenses
Administrative fees 2,668
Custodial fees 3,091
Fidelity bond 906
Legal expenses 2,242
Taxes and security fees 510
Registration and reports 690
Accounting and auditing 4,000
Miscellaneous fund expenses 1,600
--------
15,707
Net investment income 23,149
REALIZED AND UNREALIZED GAIN OR INVESTMENTS
Net realized gain on securities transaction 23,786
Change in unrealized appreciation of investments
for the year 112,532
Net gain on investments 136,318
Net increase in net assets resulting from operations $159,467
========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-5-
<PAGE>
SCM PORTFOLIO FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
OPERATIONS
<S> <C> <C>
Net investment income $3,149 $21,580
Net realized gain on security transactions 23,786 21,445
Change in unrealized appreciation 112,532 58,081
----------- -----------
Increase in net assets resulting from operations 149,467 101,106
----------- -----------
CAPITAL SHARE TRANSACTIONS
Proceeds from issuance of shares 49,575 3,000
Reinvestment of dividends 22,686 21,545
Reinvestment of gain distribution 23,786 21,445
Cost of shares redeemed (6,843) (71,452)
----------- -----------
Increase (decrease) in net assets from capital share
transactions 89,204 (25,462)
----------- -----------
DIVIDEND PAID
From net investment income (22,686) (21,545)
From realized capital gains (23,786) (21,445)
----------- -----------
Decrease in net assets from dividends paid (46,472) (42,990)
----------- -----------
TOTAL INCREASE IN NET ASSETS 202,199 32,654
Balance at beginning of period 955,602 922,948
----------- -----------
Balance at end of period (including undistributed net
income investment income of $784 and $321, respectively) $1,157,801 $955,602
=========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-6-
<PAGE>
SCM PORTFOLIO FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT
The SCM Portfolio Fund, Inc. (the Fund) is a diversified, open-end,
fully managed investment company. The following is a summary of
significant accounting policies followed by the Fund in the preparation
of its financial statements.
Security Valuation
Investments in securities are stated at market values based on the
latest quoted market prices.
Cash Equivalent
Cash equivalents represent temporary investments in bank money market
account, and are stated at cost which approximates market value.
Federal Income Taxes
No provision for federal income taxes is considered necessary since the
Fund intends to distribute substantially all of its taxable net income,
including any realized net gains on investment, and to otherwise comply
with the provisions of the Internal Revenue Code applicable to
regulated investment companies. The identified cost method of
determining the cost of investments for purposes of computing gains or
losses from securities transactions is used for tax purposes.
Other
As is common in the industry, security transactions are accounted for
on the date the securities are purchased or sold. Dividend income and
distributions to shareholders are recorded on the ex-dividend date.
Realized gains and losses from securities transactions and unrealized
appreciation and depreciation of investments are reported on an
identified cost basis.
NOTE 2 - PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities other than United States government
obligations and cash equivalents aggregated $82,938 and $92,588,
respectively. During 1997, $195,919 of United States government
obligations were purchased; $146,028 were redeemed. Purchases exceeded
sales (maturities) of cash equivalents by $48,839 for the year. For
federal income tax purposes, the identified cost of investments owned
(securities and cash equivalents) as of December 31, 1997, was
$910,901.
-7-
<PAGE>
SCM PORTFOLIO FUND, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1997
NOTE 3 - CAPITAL STOCK
Transactions in capital stock for the year ended December 31, 1997,
were as follows:
Shares Amount
Shares sold 3,934.261 $49,575
Shares issued in reinvestment of:
Dividends 1,736.885 22,686
Capital gains distribution 1,822.715 23,786
--------- --------
7,493.861 96,047
Shares acquired (563.648) (8,365)
--------- --------
Net increase 6,930.213 $87,682
========= ========
NOTE 4 - INVESTMENT ADVISORY FEES AND ADMINISTRATIVE COSTS
The Company is party to an Investment Advisory Contract that provides
for fees to be computed at an annual rate of 0.74 percent of the
Company's average daily net assets. The Company's president is also
president of the investment adviser. The agreement provides for an
expense reimbursement from the investment adviser to the extent that
the Company's total expenses exceed 2% of the Company's daily net
assets. For the year ended December 31, 1997, no fees were paid. The
adviser waived the balance of its fees.
The Company is also party to an Administrative Services Contract with
the same adviser. This contract provides for fees to be computed at an
annual rate of 0.25% of the Company's average daily net assets. Fees
under this contract have been recognized for 1997 at $2,668 and for
1996 at $2,320.
-8-
<PAGE>
SUPPLEMENTARY INFORMATION
-9-
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
-10-
<PAGE>
SCM PORTFOLIO FUND, INC.
SUPPLEMENTARY INFORMATION
SELECTED PER SHARE DATA AND RATIOS
THE YEARS ENDED DECEMBER 31, 1997, 1996, 1995,
1994, 1993, 1992, 1991, 1990, AND 1989
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996 1995 1994
<S> <C> <C> <C> <C>
Selected Per-Share Data
Net asset value, beginning
of year $11.69 $10.97 $9.95 $10.41
Income from investment
Operations:
Net investment income .28 .28 .32 .31
Net realized and unrealized
gain (loss) on investments 1.61 .98 1.08 (.39)
Total from investment
operations 1.89 1.26 1.40 (.08)
Less Distributions:
From net investment income (.26) (.27) (.34) (.29)
From net realized gain (.27) (.27) (.04) (.09)
Total distributions (.53) (.54) (.38) (.38)
Net asset value, end of the year $13.05 $11.69 $10.97 $9.95
Total Return 16.41% 11.53% 14.11% (.76)%
Ratio and Supplemental Data
Net assets, end of year $1,157,801 $955,602 $922,948 $812,629
Ratio of expenses to average net asset 1.48% 1.68% 1.47% 1.59%
Ratio of net investment income to
average net assets 3.66% 4.01% 4.52% 4.59%
Portfolio turnover rate 12.70% 11.43% 14.84% 27.17%
Average commission paid per $0.1813 $0.1553 -- --
investment security traded
</TABLE>
-11-
<PAGE>
Year Ended December 31,
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
$10.26 $10.49 $9.98 $9.96 $10.00
----------- ----------- ----------- ----------- -----------
.31 .31 .44 .59 .75
.35 (.08) .52 (.13) (.06)
----------- ----------- ----------- ----------- -----------
.66 .23 .96 .46 .69
----------- ----------- ----------- ----------- -----------
(.29) (.30) (.44) (.44) (.73)
(.22) (.16) (.01) .00 .00
----------- ----------- ----------- ----------- -----------
(.51) (.46) (.45) (.44) (.73)
----------- ----------- ----------- ----------- -----------
$10.41 $10.26 $10.49 $9.98 $9.96
=========== =========== =========== =========== ===========
6.57% 2.25% 9.78% 4.57% 6.69%
$731,106 $655,028 $706,098 $693,383 $358,406
1.58% 1.83% 1.39% 1.70% 1.40%
4.36% 2.91% 4.22% 5.75% 7.20%
21.00% 28.00% 35.00% 45.00% 0.00%
</TABLE>
-12-
<PAGE>
855 Mt. Vernon Highway, Suite 220, Atlanta, Georgia 30328-4244
404-255-7373 o FAX 404-252-0409
McMullan and Company
CERTIFIED PUBLIC ACCOUNTANTS
AUDITOR'S REPORT ON INTERNAL CONTROL STRUCTURE
Board of Directors
SCM Portfolio Fund, Inc.
In planning and performing our audit of the financial statements of SCM
Portfolio Fund, Inc. for the year ended December 31, 1997, we considered its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.
The management of SCM Portfolio Fund, Inc. is responsible for
establishing and maintaining an internal control structure. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control structure policies and
procedures. Two of the objectives of an internal control structure are to
provide management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's authorization and
recorded properly to permit preparation of financial statements in conformity
with generally accepted accounting principles.
Because of inherent limitations in any internal control structure,
errors or irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control structure that might be
material weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in which the
design or operation of the specific internal control structure elements does not
reduce to a relatively low level the risk that errors or irregularities in
amounts that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we noted no
matters involving the internal control structure, including procedures for
safeguarding securities, that we consider to be material weaknesses as defined
above as of December 31, 1997.
This report is intended solely for the information and use of
management and the Securities and Exchange Commission.
CERTIFIED PUBLIC ACCOUNTANTS
January 12, 1998
Atlanta, Georgia
-1-
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Financial Highlights - Part A
(2) Independent Auditors Report - Part B
(3) Statement of Assets and Liabilities - Part B
(4) Schedule of Investments - Part B
(5) Statement of Changes in Net Assets - Part B
(6) Notes to Financial Statements - Part B
(7) Supplementary Information - Selected Per Share Data and
Ratios - Part B
(b) Exhibits
(1) Articles of Incorporation*
(2) Bylaws of the Company, as amended*
(3) Voting Trust Agreement - Not Applicable
(4) Specimen of Capital Stock*
(5) Investment Adviser Contract between Registrant and SCM
Associates, Inc.
(6) Underwriting or Distribution Contract - Not Applicable
(7) Pension, Bonus or Similar Contracts - Not Applicable
(8) Custodian Agreement between Registrant and Fidelity
National Bank*
(9) Other Material Contracts: Administrative Services Contract
between Registrant and SCM Associates, Inc.
(10) (a) Opinion and Consent of Counsel*
(b) Representation Letter of Messrs. Pepper
Hamilton, LLP, legal counsel for Registrant
(11) Other opinions and Consents: Consent of McMullan and
Company
(12) Other Financial Statements - Not Applicable
(13) Initial Capital Agreements - Not Applicable
(14) Model Retirement Plan - Not Applicable
(15) Rule 12b-1 Plan - Not Applicable
(16) Schedule for Computation of Performance Quotations - Not
Applicable
(17) Financial Data Schedule
- -----------------------
* Incorporated by reference to Post-Effective Amendment No. 8 to Registrant's
Registration Statement, filed via EDGAR on April 28, 1996.
C-1
<PAGE>
Item 25. Persons Controlled By or Under Common Control with Registrant
Inapplicable.
Item 26. Number of Holders of Securities
Number of
Title of Class Record Holders
Common Stock, par value $1.00 per share 18
Item 27. Indemnification
Under Article Eleven, Section 11.01 of the Registrant's
By-Laws, any person who was or is a party or is threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that such person is a current or former director or
officer of the Registrant, or is or was serving while a
director or officer of the Registrant at the request of the
Registrant as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint
venture, trust, enterprise or employee benefit plan, shall be
indemnified by the Registrant against judgments, penalties,
fines, excise taxes, settlements and reasonable expenses
(including attorneys' fees) actually incurred by such person
in connection with such action, suit or proceeding to the full
extent permissible under the General Laws of the State of
Georgia, the Securities Act of 1933 and the Investment Company
Act of 1940, as such statutes are now or hereafter in force,
except that such indemnity shall not protect any such person
against any liability to the Registrant or any stockholder
thereof to which such person would otherwise be subject by
-reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his office.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Registrant pursuant to the
foregoing provision, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person
of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling Person in connection with the securities being
registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
C-2
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
SCM Associates, Inc., 119 Maple Street, Carrollton, GA 30117,
served as investment adviser to various entities prior to
being employed as investment adviser of the Registrant.
Southern Capital Management Company is a registered
broker-dealer whose address is 119 Maple Street, Carrollton,
GA 30117. The officers and directors of Adviser have held
during the last two fiscal years the following positions of a
substantial nature:
Stephen C. McCutcheon: President and Direct--or of the Fund;
President and Director of Adviser and Southern Capital
Management Company.
Henry W. Blizzard: Vice President and Director of the Fund;
Law Partner, Sherrill, Batts, Mathews, and Blizzard, Athens,
Alabama; Vice President and Director of Adviser and Southern
Capital Management Company.
James M. Prather: Secretary and Director of' the Fund;
maintained a dental practice in Carrollton, Georgia; Secretary
and Director of Adviser and Southern Capital Management
Company.
Cynthia B. McCutcheon: Treasurer of the Fund; Operations
Manager, Treasurer and Director of Adviser and Director of
Southern Capital Management. Company.
Item 29. Principal Underwriters
The Fund is the sole underwriter of its shares. No commissions
are charged by the Fund or paid to another party.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of
1940 and the rules promulgated thereunder are maintained by
SCM Associates, Inc., 119 Maple Street or 123 Ole Hickory
Trail, Carrollton, Georgia 30117 or Fidelity National Bank,
Securities Centre, 3490 Piedmont Road, Suite 1450, Atlanta,
Georgia 30305.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest annual
report to shareholders upon request and without charge.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Carrollton, and State of Georgia on this 29th day
of April 1998.
SCM PORTFOLIO FUND, INC.
(Registrant)
By:/s/ Stephen C. McCutcheon
Stephen C. McCutcheon
President
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Stephen C. McCutcheon President April 29, 1998
Stephen C. McCutcheon and Director Date
/s/ Henry W. Blizzard Vice President April 29, 1998
Henry W. Blizzard and Director Date
/s/ James M. Prather Secretary April 29, 1998
James M. Prather and Director Date
/s/ Cynthia B. McCutcheon Treasurer April 29, 1998
Cynthia B. McCutcheon Date
/s/ William L. McGee Director April 29, 1998
William L. McGee Date
/s/ Lititia H. Stone Director April 29, 1998
Lititia H. Stone Date
</TABLE>
C-4
<PAGE>
EXHIBIT INDEX
Item No. Description Page No.
24(b)(5) Investment Adviser Contract
between Registrant and SCM
Associates, Inc.
24(b)(9) Administrative Services
Contract between Registrant
and SCM Associates, Inc.
24(b)(10)(b) Representation Letter of
Messrs. Pepper Hamilton
LLP
24(b)(11) Consent of McMullan and
Company
24(b)(17) Financial Data Schedule
-1-
Exhibit 24(b)(5)
INVESTMENT ADVISER CONTRACT
AGREEMENT, made by and between SCM Portfolio Fund Inc., a
Georgia Corporation, (hereinafter called "Fund") and SCM Associates, Inc., a
Georgia Corporation, (hereinafter called "Investment Adviser").
WITNESSETH:
WHEREAS, Fund engages in the business of investing and
reinvesting its assets and property in various stocks and securities and
Investment Adviser engages in the business of providing investment advisory
services.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Adviser, for the
period set forth in Paragraph 8 hereof, and on the terms set forth herein, to
render investment advisory services to the Fund, subject to the supervision and
direction of the Board of Directors of the Fund. The Investment Adviser hereby
accepts such employment and agrees, during such periods, to render the services
and assume the obligations herein set forth, for the compensation provided. The
Investment Adviser shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any way, or in
any way be deemed an agent of the Fund.
2. As a compensation for the services to be rendered to the
Fund by the Investment Adviser under the provisions of this Agreement, the Fund
shall pay to the Investment, Adviser a monthly fee equal to one-twelfth of
seventy-four one hundredths of one per cent per month (the equivalent of .74 of
one per cent per annum), of the daily average net assets of the Fund during the
month, less all amounts paid as compensation to interested members of the Board
of Directors of the Fund in respect to the same period. The first payment of fee
hereunder shall be prorated on a daily basis from the date this Agreement takes
effect.
3. It is expressly understood and agreed that the services to
be rendered by the Investment Adviser to the Fund under the provisions of this
Agreement arc, not to be deemed to be exclusive, and the Investment Adviser
shall be free to render similar or different services to others so long as its
ability to render the services provided for in this Agreement shall not be
impaired thereby.
4. It is understood and agreed that directors, officers,
employees, agents and shareholders of the Fund may be interested in the
Investment Adviser as directors, officers, employees, agents and shareholders,
and that directors, officers, employees, agents and shareholders of the
Investment Adviser may be interested in the Fund, as directors, officers,
-1-
<PAGE>
employees, agents and shareholders or otherwise, and that the Investment
Adviser, itself, may be interested in the Fund as a shareholder or otherwise.
Specifically, it is understood and agreed that directors, officers, employees,
agents and shareholders of the Investment Adviser may continue as directors,
officers, employees, agents and shareholders of the Fund; that the Investment
Adviser, its directors, officers, employees, agents and shareholders may engage
in other business, may render investment, advisory services to other investment
companies, or to any other corporation, association, firm or individual, may
render underwriting services to the Fund or to any other investment company-,
corporation, association, firm or individual.
5. The Fund shall bear expenses and salaries necessary and
incidental to the conduct of its business, including but not in limitation of
the foregoing, the costs incurred in the maintenance of its own books, records,
and procedures; dealing with its own shareholders; the payment of dividends;
transfers of stock (including issuance and redemption of shares); reports and
notices to shareholders; expenses of annual stockholders' meetings;
miscellaneous office expenses; and brokerage commissions, custodian fees, legal
and accounting fees, including preparation of tax returns; local, state and
federal taxes; local, state and federal registration fees and licenses.
Officers, employees and agents of the Investment Adviser who axe, or may in the
future be, directors and/or senior officers of the Fund shall receive no
salaries from the Fund for acting in such capacities for the Fund.
6. In the conduct of the respective businesses of the parties
hereto and in the performance of this agreement, the Fund and Investment Adviser
may share common facilities and personnel common to each, with appropriate
proration of expenses.
7. The Investment Adviser shall give the Fund the benefit of
its best judgment and efforts in rendering these services, and except for
negligence, malfeasance, or violations of applicable laws, the Investment
Adviser shall not be liable hereunder for any action performed, any errors of
judgment in managing the Fund or any losses that may be sustained in the
purchase, holding or sale of any security, provided that nothing herein shall
constitute a waiver or limitation of any right which a shareholder may have
under any federal securities laws.
8. This agreement shall continue in effect until the 23rd day
of January, 1999, and thereafter, only so long as such continuance is approved
at least annually by votes of the Fund's Board of Directors cast in person at a
meeting called for the purpose of voting on such approval, including the votes
of a majority of the Directors who are not parties to such agreement or
interested persons of any such party, or by a resolution of consent signed by,
all Directors and otherwise in compliance with the laws of the State of Georgia.
This agreement may be terminated at any time upon 60 days'
prior written notice, without the payment of any penalty, by the Fund's Board of
Directors or by vote of a majority of the outstanding voting securities of the
Fund. The contract will automatically terminate in the event of its assignment
by the Investment Adviser (within the meaning of the Investment Company Act of
1940), which shall be deemed to include a transfer of control of the Investment
Adviser. Upon the termination of this agreement, the obligations of all the
parties hereunder shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Agreement committed
prior to such termination and except for the obligation
-2-
<PAGE>
of the Fund to pay to the Investment Adviser the fee provided in Paragraph 2
hereof, prorated to the date of termination.
9. This Agreement shall not be assigned by the Fund without
prior written consent thereto of the Investment Adviser. This Agreement shall
terminate automatically in the event of its assignment by the Investment Adviser
unless an exemption from such automatic termination is granted by order or rule
of the Securities and Exchange Commission.
10. In the event that the total expenses to the Fund exceed
two percent (2%) of the daily average net assets of the Fund for one fiscal year
then in that event the Adviser shall refund to the Fund an amount equal to the
amount by which the total expenses exceed such two percent (2%).
IN WITNESS WHEREOF, this 6th day of December, 1997.
SCM PORTFOLIO FUND, INC.
Attest: /s/ Lititia H. Stone By:/s/ Stephen C. McCutcheon
President
SCM ASSOCIATES, INC.
Attest: /s/ Lititia H. Stone By:/s/ Stephen C. McCutcheon
President
-3-
Exhibit 24(b)(9)
ADMINISTRATIVE SERVICES CONTRACT
AGREEMENT, made by and between SCM Portfolio Fund, Inc., a
Georgia Corporation, (hereinafter called "Fund") and SCM Associates Inc., a
Georgia Corporation, (hereinafter called "Administrator").
WITNESSETH:
WHEREAS, the Fund is engaged in the business of investing and
reinvesting its assets and properties in various stocks and securities and the
Administrator engages in the business of providing investment company
administrative services.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Administrator to render
administrative services to the Fund subject to the supervision and direction of
the Board of Directors of the Fund. The Administrator hereby accepts such
employment and agrees, during the period of this agreement, to render the
services and assume the obligations set forth for the compensation provided. The
Administrator shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed to be an agent of the Fund.
2. The Administrator shall provide for the Fund the services
of fund accounting, calculating the daily net asset value as required by the
Investment Company Act of 1949 and other federal rules, filing reports,
providing information for preparation of state and federal tax returns, and
providing various services to the shareholders of the Fund.
3. As compensation for the service to be rendered to the Fund
by the Administrator under the provisions of this Agreement, the Fund shall pay
to the Administrator monthly a fee equal to one-twelfth of twenty-five one
hundredths of one per cent per month (the equivalent of .25 of one per cent per
annum), of the daily average net assets of 'the Fund during the month.
4. The Fund shall bear expenses and salaries necessary and
incidental to the conduct of its business, including but not in limitation of
the foregoing, the expenses incurred for annual meetings and Board of Directors
meetings, reports and notifications to shareholders, bonds and insurance, taxes,
registration fees, custodian and transfer agent fees, legal and audit fees, and
any out of pocket expenses such as but not limited to supplies, printing, and
postage.
5. This Agreement may be terminated at any time upon 60 days'
prior written notice without payment of any penalty by the Fund's Board of
Directors or by vote of a majority
-1-
<PAGE>
of the outstanding voting securities of the Fund. Upon the termination of this
Agreement the obligation of all parties shall cease and terminate as of the date
of such termination except for any obligation to respond for breach of this
Agreement committed prior to such termination and except for the obligation of
the Fund to pay the fee provided herein prorated to the date of termination.
6. It is expressly understood and agreed that the services to
be rendered by the Administrator to the Fund under the provisions of this
Agreement are not to be deemed to be exclusive, and the Administrator shall be
free to render similar or different services to others as long as its ability to
render the services provided for in this Agreement shall not be impaired
thereby.
7. This Agreement shall continue in effect until the 23rd of
January, 1999.
IN WITNESS WHEREOF, the parties have duly caused this
Agreement to be signed by their respective authorized officers on the 6th day of
December, 1997.
SCM PORTFOLIO FUND, INC.
Attest: /s/ Lititia H. Stone By:/s/ Stephen C. McCutcheon
President
SCM ASSOCIATES, INC.
Attest: /s/ Lititia H. Stone By:/s/ Stephen C. McCutcheon
President
-2-
Exhibit 24(b)(10)(b)
PEPPER HAMILTON LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
April 29, 1998
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: SCM Portfolio Fund, Inc.
File Nos. 33-23517 and 811-5630
Dear Sir/Madam:
On behalf of SCM Portfolio Fund, Inc. (the "Fund"), enclosed
for filing is a copy of Post-Effective Amendment No. 10 ("Amendment") to the
Fund's Registration Statement on Form N-1A. The Amendment has been marked to
reflect the changes made in the Fund's Registration Statement since the last
amendment was filed in April 1997.
The Amendment is being filed pursuant to Rule 485(b) of the
1933 Act to include updated financial statements for the Fund's fiscal year
ended December 31, 1997.
As counsel to the Fund, we assisted in the preparation of the
Amendment and hereby certify that the Amendment meets the requirements for
effectiveness under Rule 485(b).
Please telephone Joseph V. Del Raso, Esquire of this office at
215-981-4506 or the undersigned at 215-981-4553 with any questions or comments.
Very truly yours,
/s/ Dorothy M. Allison
Dorothy M. Allison, Esquire
DMA/usd
Enclosure
cc: Stephen C. McCutcheon (w/encl.)
Joseph V. Del Raso, Esquire (w/encl.)
Exhibit 24(b)(11)
To the Board of Directors
SCM Portfolio Fund, Inc.
P.O. Box 947
Carrollton, Georgia 30117
Gentlemen:
We hereby consent to the use of our auditor's report dated January 12, 1998, for
SCM Portfolio Fund, Inc. in the Statement of Additional Information of SCM
Portfolio Fund, Inc. dated April 29, 1998, in the Prospectus for SCM Portfolio
Fund, Inc. dated April 29, 1998.
/s/ McMullan and Company
CERTIFIED PUBLIC ACCOUNTS
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000837220
<NAME> SCM PORTFOLIO FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1
<INVESTMENTS-AT-VALUE> 461,113
<RECEIVABLES> 699,937
<ASSETS-OTHER> 6,008
<OTHER-ITEMS-ASSETS> 452,941
<TOTAL-ASSETS> 1,158,886
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,085
<TOTAL-LIABILITIES> 1,085
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 916,342
<SHARES-COMMON-STOCK> 88,674
<SHARES-COMMON-PRIOR> 81,744
<ACCUMULATED-NII-CURRENT> 784
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 240,675
<NET-ASSETS> 1,157,801
<DIVIDEND-INCOME> 11,736
<INTEREST-INCOME> 27,120
<OTHER-INCOME> 0
<EXPENSES-NET> 15,707
<NET-INVESTMENT-INCOME> 23,149
<REALIZED-GAINS-CURRENT> 23,786
<APPREC-INCREASE-CURRENT> 112,532
<NET-CHANGE-FROM-OPS> 159,467
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22,686
<DISTRIBUTIONS-OF-GAINS> 23,786
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,934
<NUMBER-OF-SHARES-REDEEMED> 564
<SHARES-REINVESTED> 3,560
<NET-CHANGE-IN-ASSETS> 202,199
<ACCUMULATED-NII-PRIOR> 321
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15,707
<AVERAGE-NET-ASSETS> 1,062,667
<PER-SHARE-NAV-BEGIN> 11.69
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> 0.27
<PER-SHARE-DIVIDEND> 0.27
<PER-SHARE-DISTRIBUTIONS> 0.28
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.05
<EXPENSE-RATIO> 1.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
