<PAGE>
ANNUAL REPORT
THE FONTAINE TRUST
FONTAINE CAPITAL APPRECIATION FUND
FONTAINE GLOBAL GROWTH FUND
FONTAINE GLOBAL INCOME FUND
DECEMBER 31, 1997
<PAGE>
FELLOW SHAREHOLDERS OF
THE FONTAINE TRUST
INVESTMENT OVERVIEW
For several years, we have been cautious over the high valuations in the
United States equity markets. During this time, we have seen liquidity
pumped into world markets by various governments in an attempt to increase
economic growth. We believe that this has caused a liquidity bubble in the
U.S. and European stock markets and especially in the value of the U.S.
dollar versus other assets.
Over the last several years our main investment theme has focused on
natural resource companies with strong and rapidly growing underlying asset
values. Unfortunately, the environment for commodity based companies in
1997 proved to be very unfavorable. The same investment positions that
outperformed the market in 1996 were largely responsible for the poor
performance in 1997.
The collapse in the Asian stock and currency markets in the last half of
1997 hurt the market values of many of our major holdings. Gold prices
declined to their lowest level in 18 years during the period and copper,
nickel and zinc prices all declined significantly. Oil prices and
biotechnology stocks also faired poorly during the second half of 1997 but
we were able to capture some profits in these investments. The specter of
world wide deflation became evident for the first time during the last
several months of 1997 putting severe pressure on the market values of
natural resource investments.
We continue to believe that the flow of liquidity will eventually find its
way into the price of tangible assets. We have used the year end weakness
to add to our investments in world class commodity producers at very
favorable prices. In the near term we expect a bumpy ride. Over the long
term, we believe these investments will offer significant returns and we
are confident that today's investments will prove rewarding.
As contrarian investors, we buy stocks in fundamentally strong companies
that are currently out of favor. This investment style tends to produce
below average returns in very strong markets. For shareholders who are
equally concerned about the current market mania and who believe that the
tide will eventually turn, now may be the right time to renew your
commitment to this strategy.
As always, we appreciate your confidence and loyalty. Please be sure to
read the Supplement to the Prospectus included at the end of this report.
If you have any questions about your investments in our funds, please feel
free to call me .
Sincerely,
Richard H. Fontaine
President and Chairman of the
Investment Advisory Committee
February 25, 1998
<PAGE>
FONTAINE CAPITAL APPRECIATION FUND
PORTFOLIO SUMMARY
<TABLE>
TOP 10 HOLDINGS
Primary
Security Country/Region
<S> <C>
1 U.S. Treasury Note, 12/98 United States
2 U.S. Treasury Note, 6/99 United States
3 U.S. Treasury Note, 9/99 United States
4 Placer Dome Inc. Canada
5 Getchell Gold Corp. United States
6 Valerie Gold Resources Latin America
7 Newmont Mining Corp. United States
8 Hecla Mining Co. Canada
9 Stride Rite Corp. United States
10 Dayton Mining Corp. South America
</TABLE>
ASSET MIX AS OF 12/31/97
[Pie chart detailing Asset Mix as of December 31, 1997]
+includes cash equivalents and other net assets
CUMULATIVE PERFORMANCE COMPARISON*
$10,000 INVESTMENT SINCE INCEPTION
[Line graph detailing performance of $10,000 invested in Fund and S&P 500
Index since Fund inception on September 28, 1989.]
<TABLE>
Average Annual Total Return Performance<F1> Periods Ended 12/31/97
Five Year Since Inception on
One Year (Annualized) 9/28/89 (Annualized)
<S> <C> <C> <C>
Fontaine Capital Appreciation Fund -27.3% + 2.4% + 3.4%
S&P "500" Index<F1> +33.4% +20.2% +16.5%
<F1>Please refer to the footnote on Page 8 for explanation of index
information.
</TABLE>
<PAGE>
FONTAINE CAPITAL APPRECIATION FUND
PORTFOLIO REVIEW
Our main strategy of high cash reserves, defensive short-term bond
positions, and an aggressive equity component backfired on us in 1997. The
Fontaine Capital Appreciation Fund's exposure to the natural resource
industry resulted in poor performance during the period. The good
performance in our other stock selections such as Vertex Pharmaceuticals,
Wal-Mart, USF&G and Southwest Airlines was not strong enough to outweigh
the negative impact of the poor performers: Newmont Mining, Dayton Mining,
Valerie Gold, and Getchell Gold. We believe that these stocks and others in
the portfolio are currently significantly oversold and should snap back
over the next several quarters.
INVESTMENT STRATEGY
Going forward, we intend to maintain our defensive cash position and short
term bond holdings. We are confident that some of our equity positions
will return to a more normalized valuation which should allow us to improve
our relative performance over the remainder of 1997.
KEY INVESTMENTS
McCormick & Company - The company is the world's largest provider of
spices, seasonings and other products to the food industry. For the last
five years, McCormick has been locked in a price war with a tenacious
Australian competitor, Burns, Philp & Company, Ltd., which was trying to
increase its worldwide market share. Burns, Philp, maker of the Durkee,
French and Spice Islands brands, announced in May that it was quitting the
spice business and selling off the company's spice assets. This should
prove to be a long term positive for McCormick as both earnings and sales
should benefit from the demise of its largest and most aggressive
competitor.
Southwestern Gold - The company grows shareholder value by acquiring
exploration properties with potential for world class ore deposits. It
structures joint ventures with senior mining companies so that Southwestern
retains a 30% carried interest without having to commit funds until the
property is in production. With over $40 million in cash reserves,
Southwestern Gold is well positioned to take advantage of opportunities to
acquire additional properties in the current market. Over half of
Southwestern's current stock price is cash and marketable securities, and
its portfolio of exploration properties is significantly undervalued.
Vertex Pharmaceuticals - The company is engaged in the discovery,
development and commercialization of drugs for the treatment of multiple
diseases including cancer and AIDS. Vertex is a leader in the use of
structure based drug design used to develop an HIV protease inhibitor (VX
478) and a chemosensitizing agent to improve radiation therapy used in
cancer patients.
<PAGE>
FONTAINE GLOBAL GROWTH FUND
PORTFOLIO SUMMARY
<TABLE>
TOP 10 HOLDINGS
Primary
Security Country/Region
<S> <C>
1 U.S. Treasury Note 09/99 United States
2 Pharmacia & Upjohn Inc. United States
3 Ligand Pharmaceuticals-Cl B United States
4 Valerie Gold Resources Inc. Latin America
5 Getchell Gold Corp. United States
6 Chiquita Brands Int'l Inc. United States
7 Hecla Mining Co. Canada
8 Placer Dome Inc. Canada
9 Southwest Airlines United States
10 Stride Rite Corp. South America
ASSET MIX AS OF 12/31/97
[Pie chart detailing Asset Mix as of December 31, 1997]
+includes cash equivalents and other net assets
CUMULATIVE PERFORMANCE COMPARISON*
$10,000 INVESTMENT SINCE INCEPTION
[Line graph detailing performance of $10,000 invested in Fund, Lipper
Global Fund Index, and S&P 500 Index since Fund inception on May 1, 1992.]
</TABLE>
<TABLE>
Average Annual Total Return Performance<F1> Periods Ended 12/31/97
Five Year Since Inception
One Year (Annualized) on 5/01/92 (Annualized)
<S> <C> <C> <C>
Fontaine Global Growth Fund -44.9% - 0.5% - 1.1%
Lipper Global Fund Index<F1> +13.9% +14.5% +13.0%
S&P "500" Index<F1> +33.4% +20.2% +19.0%
<F1>Please refer to the footnote on Page 8 for explanation of index
information.
</TABLE>
<PAGE>
FONTAINE GLOBAL GROWTH FUND
PORTFOLIO REVIEW
The Fontaine Global Growth Fund had a very difficult 1997. As described in
our opening letter to shareholders, the market presented several major
challenges to our investment strategy during the year. We decided that the
consolidation of the sector provided a significant opportunity to buy the
companies with the best growth potential, and we have aggressively pursued
those investments that could double or triple in value over the next
several years.
Many of our investments in the energy sector, the drug sector, and the
airline industry were profitable for us during the period, but these
positive results were outweighed by the down move in other stocks.
INVESTMENT STRATEGY
The Fontaine Global Growth Fund pursues investments in small, fast growing
companies . In the last year, we have developed a portfolio of stocks that
we believe have significant upside potential, especially at the attractive
valuations found in the wake of the Bre-X scandal. This fund establishes
large positions in these companies and pursues concentrated investment
themes to maximize future growth of capital.
KEY INVESTMENTS
Valerie Gold Resources - Valerie has over CN$15 million in cash in the
treasury and a very prospective land position in Mexico. The market valued
this property at CN$100 million in 1996. The stock currently sells for
less than the cash held in the company's treasury. While Valerie's mineral
properties may not be valued again at CN$100 million, we do believe that
these highly mineralized sites will ultimately develop into a minable
deposit which could provide the stock with a two to three hundred percent
return for the patient investor.
Inco Ltd - Class "VBN" - Inco Voisey's Bay owns 25% of the Voisey Bay
nickel and copper deposit in Labrador, Canada that, when it goes into
production in late 2000, will be the world's lowest cost nickel mine with
over 700 million pounds of nickel production per year at an average cost of
50 cents per pound. With nickel currently selling for $2.50 per pound, we
feel that the stock could double within the next two years.
<PAGE>
FONTAINE GLOBAL INCOME FUND
PORTFOLIO SUMMARY
<TABLE>
TOP 10 HOLDINGS
Primary
Security Country/Region
<S> <C>
1 U.S. Treasury Note, 09/99 United States
2 British Petroleum-Spons. ADR United Kingdom
3 Battle Mountain Gold Preferred United States
4 Getchell Gold Corp. United States
5 Cambior Inc. Canada
6 Placer Dome Inc. Canada
7 Hecla Mining Co. United States
8 Toyota Motors Corp. Unsp. ADR Japan
9 Southwest Airlines United States
10 Southwestern Gold Corp. South America
</TABLE>
ASSET MIX AS OF 12/31/97
[Pie chart detailing Asset Mix as of December 31, 1997]
+includes cash equivalents and other net assets
CUMULATIVE PERFORMANCE COMPARISON*
$10,000 INVESTMENT SINCE INCEPTION
[Line graph detailing performance of $10,000 invested in Fund and Merrill
Lynch Global Bond Index since Fund inception on May 1, 1992.]
<TABLE>
Average Annual Total Return Performance<F1> Periods Ended 12/31/97
Five Year Since Inception
One Year (Annualized) on 5/01/92 (Annualized)
<S> <C> <C> <C>
Fontaine Global Income Fund -27.3% +2.9% +1.8%
Merrill Lynch Global Bond Index<F1> +3.1% +7.6% +8.4%
<F1>Please refer to the footnote on Page 8 for explanation of index
information.
</TABLE>
<PAGE>
FONTAINE GLOBAL INCOME FUND
PORTFOLIO REVIEW
The Fontaine Global Income Fund declined in value during 1997 because of
two primary factors: 1) the value of the dollar against the German Deutsche
Mark increased 16% during the period, eroding the value of our German
Government Bonds, and 2) the global equity holdings in the Fund which have
a strong bias toward gold and natural resources also declined.
INVESTMENT STRATEGY
We continue to hold 16% of our portfolio in cash and cash equivalents and
40% in U.S. government bonds of a 3-5 year maturity. The cash is for
preservation of principle and provides a future buying reserve.
KEY INVESTMENTS
Battle Mountain Gold Preferred - A high coupon, convertible preferred stock
that should benefit from the recent merger with Hemlo Gold. Currently
yielding 6.5%, the stock also offers significant upside potential if gold
moves higher over the next few years.
Southwest Airlines - The lowest cost major airline in the U.S. market,
Southwest Airlines also has one of the best safety and management records
in the industry. We look for continued growth in earnings and significant
gains in market share over the next several years.
<PAGE>
FUND COMPARISON
Fontaine Global Growth Fund is the most aggressive portfolio of the
Fontaine Trust. Its assets are invested in small to medium capitalization
companies.
Fontaine Capital Appreciation Fund is more defensive in nature. It is more
domestically oriented, and tends to own larger capitalization common
stocks. This fund also utilizes cash, preferred stocks and bond positions
to preserve capital.
The Fontaine Global Income Fund makes use of the same stock selections as
the other portfolios, but less aggressively. Forty percent of the Fund's
assets are invested in U. S. Treasury Notes. Preferred stocks and cash
equivalents make up an additional twenty percent of the total portfolio.
DIVIDEND INFORMATION
Fontaine Capital Appreciation Fund went ex-dividend on December 24, 1997
for holders of record on December 23, 1997. Capital Appreciation declared
an income dividend of $0.10 per share. The reinvestment price on December
24, 1997 was $6.64.
Fontaine Global Growth Fund did not pay an income divided or capital gains
distribution for 1997.
Fontaine Global Income Fund also went ex-dividend on December 24, 1997 for
holders of record on December 23, 1997. Global Income declared an income
dividend of $0.35 per share. The reinvestment price on December 24, 1997
was $7.47.
- -----------------------------------------------------------------------------
*All performance is historical. Past performance is not indicative of
future results. The returns for each Fund and those for the funds included
in each Lipper category include changes in share price and reinvestment of
all dividends and capital gains distributions. Calculations of return by
Lipper Analytical Services, Inc. do not reflect the effect of sales loads
charged by other mutual funds. Each Fund's returns and principal will
vary, and you may have a gain or loss when you sell Fund shares. Fontaine
Associates has absorbed certain expenses of each Fund, which has increased
each Fund's returns for the periods noted. The S&P "500" Index is an
unmanaged index of 500 companies generally regarded as representative of
the U.S. stock market. The Lipper Global Fund Index is an unmanaged index
of the 30 largest funds in Lipper Analytical Services' Global Fund
objective. The Merrill Lynch Global Bond Index is an unmanaged index of
over 7100 short to long term global bonds generally regarded as
representative of the global bond market. Please read the Prospectus, which
has preceded or accompanies this Report, before you invest or send money.
<PAGE>
<TABLE>
PORTFOLIO OF INVESTMENTS
December 31, 1997
Fontaine Capital Appreciation Fund
Shares/ Value
Par (000) (000)
<S> <C> <C>
COMMON STOCKS -- 48.2%
Apparel & Shoes -- 3.0%
Stride Rite Corp. 8,000 $ 96
Diamonds & Gemstones -- 0.1%
<F1>Diamond Fields International (Can.) 5,900 2
Food Misc./Diversified -- 2.7%
Chiquita Brands International, Inc. 5,200 85
Food Processing -- 0.9%
McCormick & Company, Inc. 1,000 28
Gold Mining -- 15.9%
<F1>Dayton Mining Corp. 46,500 90
<F1>Getchell Gold Corp. 7,000 168
<F1>Meridian Gold Inc. 20,000 59
Placer Dome, Inc. 15,000 190
-----
507
Insurance -- 2.8%
USF&G Corp. 4,000 88
Integrated Petroleum -- 2.4%
Chevron Corp. 1,000 77
Metals & Mining - General -- 10.6%
Cambior, Inc. 8,800 52
<F1>Hecla Mining Co. 22,100 109
Inco Ltd. - Class "VBN" (Can.) 3,500 47
Inco Ltd. 1,000 17
Newmont Mining Corp. 3,900 114
-----
339
Mineral Exploration -- 8.0%
<F1>NDU Resources Ltd. (Can.) 1,500 1
<F1>Nordac Resources Ltd. (Can.) 76,200 19
<F1>Southwestern Gold Corp. (Can.) 26,000 86
<F1>Valerie Gold Resources Ltd. (Can.) 177,000 150
-----
256
Pharmaceuticals & Drugs -- 1.9%
<F1>Vertex Pharmaceuticals, Inc. 500 16
<F1>Xoma Corp. 8,000 45
-----
61
-----
TOTAL COMMON STOCKS (Cost-$2,373) $ 1,539
PREFERRED STOCKS -- 2.5%
Battle Mountain Gold Preferred 1,800 $ 81
-----
TOTAL PREFERRED STOCKS (Cost-$80) $ 81
LONG-TERM GOVERNMENT
OBLIGATIONS -- 46.5%
U. S. Government Obligations -- 46.5%
U.S. Treasury Note,
6.00%, Due 10/15/99 130 $ 131
U.S. Treasury Note,
5.75%, Due 09/30/99 250 250
U.S. Treasury Note,
6.00%, Due 06/30/99 500 503
U.S. Treasury Note,
5.75%, Due 12/31/98 600 601
-----
1,485
-----
TOTAL LONG-TERM GOVERNMENT $ 1,485
OBLIGATIONS (Cost - $1,479)
TOTAL INVESTMENTS IN SECURITIES -----
% OF NET ASSETS-97.2% (Cost - $3,932) $ 3,105
<FN>
(Can.) = Canadian Traded Security
The accompanying notes are an integral part of these financial statements.
<F1>Non-income producing
</TABLE>
<PAGE>
<TABLE>
PORTFOLIO OF INVESTMENTS
December 31, 1997
Fontaine Global Growth Fund
Shares/ Value
Par (000) (000)
<S> <C> <C>
COMMON STOCKS--68.2%
Airlines -- 4.2%
Southwest Airlines 2,600 64
Apparel & Shoes -- 3.1%
Stride Rite Corp. 4,000 48
Diamonds & Gemstones -- 0.1%
<F1>Diamond Fields International (Can.) 1,000 1
Food-Misc./Diversified -- 5.2%
Chiquita Brands International Inc. 4,900 80
Food Processing -- 1.5%
McCormick & Company, Inc. 800 22
Gold Mining -- 15.5%
<F1>Dayton Mining Corp. 24,100 47
<F1>Getchell Gold Corp. 4,200 101
<F1>Meridian Gold Inc. 6,100 18
Placer Dome, Inc. 5,800 74
-----
240
Integrated Petroleum -- 3.1%
British Petroleum-Spons ADR 600 48
Metals & Mining - General -- 9.5%
<F1><F2><F3>African Selection Mining 50,000 6
Cambior, Inc. 5,200 31
<F1>Hecla Mining Co. 15,000 74
Inco Ltd. - Class "VBN" (Can.) 2,650 35
-----
146
Mineral Exploration -- 10.1%
<F1>NDU Resources Ltd. (Can.) 25,000 13
<F1>Nordac Resources Ltd. (Can.) 92,900 23
<F1>Pan African Resources Corp. (Can.) 310,650 17
<F1>Valerie Gold Resources Ltd. (Can.) 120,200 102
-----
155
Pharmaceuticals & Drugs -- 15.9%
<F1>Ligand Pharmaceuticals - Class B 8,000 103
Pharmacia & Upjohn Inc. 4,000 146
<F1>Xoma Corp. 7,000 39
-----
288
-----
TOTAL COMMON STOCKS (Cost-$1,641) $ 1,092
PREFERRED STOCKS -- 0.9%
Battle Mountain Gold Preferred 300 13
-----
TOTAL PREFERRED STOCKS (Cost-$13) $ 13
LONG-TERM GOVERNMENT
OBLIGATIONS -- 19.5%
U.S. GOVERMENT OBLIGATIONS -- 19.5%
U.S. Treasury Note,
5.75%, Due 09/30/99 300 300
TOTAL LONG-TERM GOVERNMENT -----
OBLIGATIONS (Cost-$300) $ 300
TOTAL INVESTMENTS IN SECURITIES
% OF NET ASSETS-88.6% (Cost-$1,954) $ 1,405
<FN>
(Can.) = Canadian Traded Security
The accompanying notes are an integral part of these financial statements.
<F1> Non-income producing
<F2>Board Valued
<F3>Security contains some restrictions as to public resale. Cost basis $37.
</TABLE>
<PAGE>
<TABLE>
PORTFOLIO OF INVESTMENTS
December 31, 1997
Fontaine Global Income Fund
Shares/ Value
Par (000) (000)
<S> <C> <C>
COMMON STOCKS -- 37.6%
Airlines -- 2.6%
Southwest Airlines 400 $ 10
Automobiles & Related -- 4.6%
Toyota Motors Corp-UNSP ADR 300 $ 17
Diamonds & Gemstones -- 0.1%
<F1>Diamond Fields International (Can.) 500 $ 1
Food Processing -- 1.5%
McCormick & Company, Inc. 200 $ 5
Gold Mining -- 10.6%
<F1>Getchell Gold Corp. 1,000 23
Placer Dome, Inc. 1,800 23
-----
$ 46
Integrated Petroleum -- 7.2%
British Petroleum-SPONS ADR 400 $ 32
Metals & Mining - General -- 9.7%
Cambior, Inc. 4,000 24
<F1>Hecla Mining Co. 4,000 20
-----
$ 44
Mineral Exploration -- 2.8%
<F1>Southwestern Gold Corp. (Can.) 3,700 $ 12
TOTAL COMMON STOCKS (Cost - $236) $ 167
PREFERRED STOCKS -- 7.1%
Battle Mountain Gold Preferred 700 $ 32
-----
TOTAL PREFERRED STOCKS (Cost-$35) $ 32
LONG-TERM GOVERNMENT
OBLIGATIONS - 39.5%
U.S. Government Obligations -- 39.5%
U.S. Treasury Note,
5.75%, Due 9/30/99 175 $ 175
TOTAL LONG-TERM GOVERNMENT -----
OBLIGATIONS (Cost-$175) $ 175
TOTAL INVESTMENTS IN SECURITIES -----
% OF NET ASSETS -- 84.2% (Cost-$446) $ 374
<FN>
The accompanying notes are an integral part of these financial statements.
(Can.) = Canadian Traded Security
<F1>Non-income producing
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF ASSETS AND LIABILITIES
THE FONTAINE TRUST / December 31, 1997
Capital Global Global
Appreciation Growth Income
(amounts are actual)
<S> <C> <C> <C>
ASSETS
Investments at Market Value:
Capital Appreciation (Cost $3,932,002) $ 3,104,577
Global Growth (Cost $1,954,472) $1,405,479
Global Income (Cost $446,232) $ 373,823
Cash & Cash Equivalents 89,244 133,685 70,128
Dividends and Interest Receivable 6,303 6,032 3,676
Receivable for Investments Sold 0 105,939 39,404
Receivable for Fund Shares Sold 599 583 100
TOTAL ASSETS 3,200,723 1,651,719 487,131
LIABILITIES
Payable for Investments Purchased 143,563 112,240 17,250
Payable for Fund Shares Redeemed 45,685 28,272 4,099
Payable for Shareholder Distributions 758 -- 4,786
Accrued Expenses 12,718 9,928 6,644
TOTAL LIABILITIES 202,723 150,441 32,779
NET ASSETS $ 2,998,000 $1,501,278 $ 454,352
ANALYSIS OF NET ASSETS:
Paid-in-capital applicable to shares outstanding;
$.001 par value, unlimited number of shares authorized:
Capital Appreciation: 446,919 shares $ 5,205,789
Global Growth: 217,948 shares $4,283,064
Global Income: 60,806 shares $1,046,314
Undistributed net investment income (2,803) (30,521) (9,796)
Accumulated net realized loss (1,377,562) (2,202,354) (509,758)
Unrealized depreciation of investments (827,425) (548,911) (72,408)
NET ASSETS $ 2,998,000 $1,501,278 $ 454,352
NET ASSET VALUE PER SHARE $ 6.71 $ 6.89 $ 7.47
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
THE FONTAINE TRUST/For the Year Ended December 31, 1997
Capital Global Global
Appreciation Growth Income
(amounts are actual)
<S> <C> <C> <C>
INVESTMENT INCOME
Income
Dividends $ 13,692 $ 30,491 $ 9,815
Interest 133,168 44,634 50,566
Total Income 146,860 75,125 60,381
Expenses
Investment Management Fees 49,039 33,237 13,964
Shareholder Servicing Fees 14,383 27,622 7,174
Custodian and Accounting Fees 3,573 3,560 1,648
Legal & Auditing Fees 21,626 16,957 8,593
Prospectus & Shareholder Reports 3,472 5,070 1,409
Registration Fees 9,433 11,088 5,610
Trustees' Fees & Expenses 1,083 646 212
Insurance/Miscellaneous Costs 7,821 6,502 3,541
Total Expenses Before Waivers
And Reimbursement From Adviser 110,430 104,682 42,152
Less: Waivers And Reimbursement From Adviser (7,997) (12,225) (3,382)
Net Expenses 102,433 92,457 38,770
NET INVESTMENT INCOME 44,427 (17,332) 21,611
REALIZED AND UNREALIZED
LOSS FROM INVESTMENTS
Net Realized Loss From Investments (1,050,767) (2,162,038) (509,758)
Change in Unrealized
Depreciation on Investments (461,336) (100,982) (1,737)
NET LOSS ON INVESTMENTS (1,512,103) (2,263,020) (511,495)
DECREASE IN NET ASSETS FROM
OPERATIONS $ (1,467,676) $ (2,280,352) $ (489,884)
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
THE FONTAINE TRUST
Capital Global
Appreciation Growth
Year Year Year Year
Ended Ended Ended Ended
12/31/97 12/31/96 12/31/97 12/31/96
(amounts are actual)
<S> <C> <C> <C> <C>
CHANGE IN NET ASSETS
Operations
Net investment income $ 44,427 $ 5,860 $ (17,332) $ 10,845
Net realized gain/(loss) from investments (1,050,767) 1,025,313 (2,162,038) 354,248
Change in unrealized depreciation from investments (461,336) (299,752) (100,982) (441,604)
Change in Net Assets from Operations (1,467,676) 731,421 (2,280,352) (76,511)
Distributions to Shareholders
Net investment income (44,728) (5,861) -- (10,701)
In excess of net investment income -- (97,256) -- (42,145)
Net realized gain on investments -- (965,016) -- (354,247)
In excess of net realized gain on investments -- (232,041) -- (11,362)
Change in Net Assets From Distributions to Shareholders (44,728) (1,300,174) -- (418,455)
Net Equalization -- 55 -- --
Capital Share Transactions
Capital Appreciation
Sold 34,599 and 251,892 shares 291,943 2,900,335
Distributions reinvested of 6,622 and 130,666 shares 43,969 1,224,345
Redeemed 278,136 and 193,950 shares (2,230,308) (2,433,568)
Global Growth
Sold 188,101 and 530,302 shares 2,296,314 7,702,621
Distributions reinvested of 0 and 30,964 shares -- 383,646
Redeemed 354,302 and 246,905 shares (3,317,571) (3,488,543)
Change in Net Assets from Capital Share Transactions (1,894,396) 1,691,112 (1,021,257) 4,597,724
CHANGE IN NET ASSETS (3,406,799) 1,122,414 (3,301,609) 4,102,758
NET ASSETS
Beginning of period 6,404,799 5,282,385 4,802,887 700,129
End of period $ 2,998,000 $ 6,404,799 $ 1,501,278 $ 4,802,887
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
THE FONTAINE TRUST (Cont'd)
Global
Income
Year Year
Ended Ended
12/31/97 12/31/96
<S> <C> <C>
CHANGE IN NET ASSETS (amounts are actual)
Operations
Net investment income $ 21,611 $ 41,603
Net realized gain/(loss) from investments (509,758) 184,770
Change in unrealized depreciation from investments (1,737) (74,151)
Change in Net Assets From Operations (489,884) 152,222
Distributions to Shareholders
Net investment income (21,692) (41,808)
In excess of net investment income (29,673) (9,715)
Net realized gain on investments -- (184,770)
Change in Net Assets From Distributions to Shareholders (51,365) (236,293)
Capital Share Transactions
Global Income
Sold 27,778 and 235,669 shares 288,094 2,715,884
Distributions reinvested of 3,606 and 16,818 shares 30,433 184,487
Redeemed 223,987 and 100,375 shares (2,081,715) (1,117,054)
Change in Net Assets from Capital Share Transactions (1,763,188) 1,783,317
CHANGE IN NET ASSETS (2,304,437) 1,699,246
NET ASSETS
Beginning of period 2,758,789 1,059,543
End of period $ 454,352 $ 2,758,789
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
THE FONTAINE TRUST
Capital
Appreciation
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 9.37 $ 10.67 $ 10.75 $ 10.75 $ 9.60
Investment Activities
Net Investment Income<F1> 0.08 0.01 0.26 0.07 0.135
Net Realized and Unrealized
Gain/(Loss) on Investments (2.64) 1.59 1.42 0.18 1.215
Total From Investment Activities (2.56) 1.60 1.68 0.25 1.35
Distributions
Net Investment Income (0.10) (0.01) (0.26) (0.18) (0.135)
In Excess of Net Investment Income -- (0.22) -- -- --
Net Realized Gains -- (2.15) (1.50) (0.07) (0.065)
In Excess of Net Realized Gains -- (0.52) -- -- --
Total Distributions (0.10) (2.90) (1.76) (0.25) (0.20)
NET ASSET VALUE,
END OF PERIOD $ 6.71 $ 9.37 $ 10.67 $ 10.75 $ 10.75
Ratio of Expenses to
Average Net Assets<F1> 1.99% 1.49% 1.50% 1.50% 1.50%
Ratio of Net Investment Income
to Average Net Assets 0.86% 0.09% 2.16% 1.41% 1.15%
Total Investment Return -27.32% 15.00% 15.49% 2.34% 14.09%
Portfolio Turnover Rate 232.7% 372.7% 96.0% 135.6% 131.7%
Average Commission Paid $0.0126 $0.0195 -- -- --
Net Assets End of Period (000's) $2,998 $6,405 $5,282 $5,679 $8,903
<F1>Includes investment management fees and other expenses in excess of voluntary expense limitation of 1.50% for Capital
Appreciation. Without fees waived or reimbursed by the adviser (see Note 5), the annualized expense ratios would have been:
2.14%, 1.89%, 2.10%, 2.23% and 1.81%.
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
THE FONTAINE TRUST (Cont'd)
Global
Growth
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 12.50 $ 10.03 $ 9.61 $ 10.34 $ 9.33
Investment Activities
Net Investment Income<F1> (0.11) 0.06 0.21 0.16 0.14
Net Realized and Unrealized
Gain/(Loss) on Investments (5.50) 3.65 1.14 (0.20) 1.11
Total From Investment Activities (5.61) 3.71 1.35 (0.04) 1.25
Distributions
Net Investment Income -- (0.02) (0.22) (0.16) (0.11)
In Excess of Net Investment Income -- (0.10) -- -- --
Net Realized Gains -- (1.09) (0.71) (0.53) (0.13)
In Excess of Net Realized Gains -- (0.03) -- -- --
Total Distributions -- (1.24) (0.93) (0.69) (0.24)
NET ASSET VALUE,
END OF PERIOD $ 6.89 $ 12.50 $ 10.03 $ 9.61 $ 10.34
Ratio of Expenses to
Average Net Assets<F1> 2.37% 1.46% 1.44% 1.45% 1.50%
Ratio of Net Investment Income
to Average Net Assets 0.44% 0.36% 2.36% 1.69% 1.15%
Total Investment Return -44.90% 37.10% 13.97% -0.35% 13.39%
Portfolio Turnover Rate 251.9% 252.8% 101.5% 114.1% 263.8%
Average Commission Paid $0.0070 $0.0144 -- -- --
Net Assets End of Period (000's) $1,501 $4,803 $700 $341 $349
<F1>Includes investment management fees and other expenses in excess of voluntary expense limitation of 1.50% for Global
Growth. Without fees waived or reimbursed by the adviser (see Note 5), the annualized expense ratios would have been:
2.68%, 1.82%, 2.04%, 1.45% and 3.62%.
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
THE FONTAINE TRUST (Cont'd)
Global
Income
Year Year Year Year Year
Ended Ended Ended Ended Ended
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 10.89 $ 10.46 $ 10.16 $ 10.78 $ 9.37
Investment Activities
Net Investment Income<F1> 0.08 0.26 0.36 0.29 --
Net Realized and Unrealized
Gain/(Loss) on Investments (3.02) 1.33 0.91 (0.13) 1.92
Total From Investment Activities (2.94) 1.59 1.27 0.16 1.92
Distributions
Net Investment Income (0.09) (0.30) (0.35) (0.39) --
In Excess of Net Investment Income (0.39) (0.07) -- -- --
Net Realized Gains -- (0.79) (0.62) (0.39) (0.51)
Total Distributions (0.48) (1.16) (0.97) (0.78) (0.51)
NET ASSET VALUE,
END OF PERIOD $ 7.47 $ 10.89 $ 10.46 $ 10.16 $ 10.78
Ratio of Expenses to
Average Net Assets<F1> 2.90% 1.24% 1.21% 1.21% 1.25%
Ratio of Net Investment Income
to Average Net Assets 1.17% 2.30% 3.35% 2.49% 2.13%
Total Investment Return -31.40% 15.21% 12.62% 1.49% 20.53%
Portfolio Turnover Rate 140.5% 222.2% 95.9% 129.9% 171.5%
Average Commission Paid $0.0020 $0.0264 -- -- --
Net Assets End of Period (000's) $454 $2,759 $1,060 $683 $849
<F1>Excludes investment management fees and other expenses in excess of voluntary expense limitation of 1.25% for Global
Income. Without fees waived or reimbursed by the adviser (see Note 5), the annualized expense ratios would have been:
2.27%, 1.51%, 1.74%, 1.98% and 2.32%.
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
THE FONTAINE TRUST /December 31, 1997
Note 1 -- Organization
The Fontaine Trust ("Trust") was organized as a Massachusetts business trust
and is registered with the Securities and Exchange Commission ("SEC") as a
no-load open-end management investment company. The Trust currently consists
of three Funds: Fontaine Capital Appreciation Fund ("Capital Appreciation
Fund"), Fontaine Global Growth Fund ("Global Growth Fund") and Fontaine
Global Income Fund ("Global Income Fund") ("Fund" or "Funds"). Each Fund is
a separate investment portfolio of the Trust having distinct investment
objectives, investment programs, policies, and restrictions. Capital
Appreciation Fund and Global Growth Fund are diversified investment companies
under the Investment Company Act of 1940 ("1940 Act"). Global Income Fund is
registered as a non-diversified investment company under the 1940 Act to
enable it to invest more than 5% of its total assets in securities of one
issuer, including, in particular, securities of foreign governments.
The Trust was organized on April 20, 1989 and had no operations prior to
September 28, 1989, other than those relating to organizational matters
including the sale of 33,073 shares of beneficial interest of Capital
Appreciation Fund at $10.00 per share to Richard H. Fontaine. During 1990,
Capital Appreciation Fund changed its fiscal year-end from August 31 to
December 31, resulting in a four month transition period. Global Growth Fund
and Global Income Fund each commenced operations on May 1, 1992, with an
initial stock subscription of 10,000 shares and 40,000 shares, respectively,
of beneficial interest at $10.00 per share to Richard H. Fontaine.
The investment objectives of each Fund as well as the nature and risks of
their investment activities are set forth more fully in the Trust's
Prospectus and Statement of Additional Information, dated May 1, 1997.
Note 2 -- Significant Accounting Policies
A -- Security Valuation--Investments in securities traded on a national
securities exchange and securities traded on over-the-counter markets are
valued at the last sale price on the day of valuation. Securities for which
no sale price is available are valued at the last bid price. Investments in
securities for which no market quotations are available are valued based on
quotations provided by broker-dealers or by such other method approved by the
Board of Trustees. Short-term investments are stated at cost, which when
combined with accrued interest receivable, approximates market value.
B -- Security Transactions and Investment Income--Income and expenses are
recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded by each Fund on the ex-dividend date. Investment
transactions are accounted for on the trade date. Realized gains and losses
from investment transactions and unrealized appreciation and depreciation of
investments are reported on an identified cost basis.
C -- Equalization--Capital Appreciation Fund uses the accounting practice of
equalization, by which a portion of the proceeds from sales and costs of
redemption of capital shares, equivalent on a per share basis to the amount
of undistributed net investment income on the date of the transactions, is
credited or charged to undistributed income. As a result, undistributed net
investment income per share is unaffected by sales or redemptions of capital
shares.
D -- Foreign Currency--Amounts denominated in or expected to settle in
foreign currencies (FC) are translated into United States dollars (US$) at
rates reported by a major New York City broker on the following basis:
a. Market value of investment securities, other assets and liabilities - at
the closing rate of exchange as of the date of the statement of assets and
liabilities.
b. Purchases and sales of investment securities, income and expenses - at
the rate of exchange prevailing on the respective dates of such transactions
(or at an average rate if significant rate fluctuations have not occurred.)
<PAGE>
Notes to Financial Statements (Cont'd)
Net unrealized foreign exchange gains and losses arise from changes in the
value of assets and liabilities including investments in securities at fiscal
year end, resulting from changes in the exchange rate. The effect of changes
in foreign exchange rates on realized and unrealized security gains and
losses is reflected as a component of such gains and losses.
E -- Cash and Cash Equivalents--The Trust considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. This balance represents money market Deposit Accounts held with
the Custodian.
F -- Concentration of Credit--The Trust maintains cash balances in money
market accounts of the Custodian. At December 31, 1997, money market
balances held by Capital Appreciation Fund, Global Growth Fund and Global
Income Fund were $89,244, $133,685, and $70,128, respectively. These
accounts are overnight money market sweep accounts with a variable interest
rate (4.40% as of December 31, 1997).
G -- Use of Estimates--The preparation of the financial statements in
accordance with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ from
those estimates.
H -- Restricted Securities--Investments in restricted securities cannot be
resold or transferred unless they are subsequently registered under the
Securities Act of 1933 or registered under state security laws.
Note 3 -- Federal Income Taxes
No provision for federal income taxes is required since each Fund intends to
qualify as a regulated investment company and distribute all of its taxable
income.
At December 31, 1997, the aggregate cost of securities for federal income tax
purposes for Capital Appreciation Fund, Global Growth Fund and Global Income
Fund were $4,052,485, $1,990,917, and $457,301, respectively. Net unrealized
appreciation/(depreciation) of investments for each Fund were as follows:
<TABLE>
Capital Appreciation Global Growth Global Income
<S> <C> <C> <C>
Appreciated Investments $ 18,265 $ 19,167 $ 454
Depreciated Investments (845,690) (568,078) (72,862)
Net Unrealized
Depreciation $(827,425) $(548,911) $(72,408)
</TABLE>
The Distributions in Excess of Net Investment Income per the Statement of
Changes in Net Assets for the Global Growth Fund and Capital Appreciation
Fund are due to the reclassification of capital gains on the sale of
securities identified as Passive Foreign Investment Companies (PFICs) from
capital gains to net investment income and to the inclusion of unrealized
gains on PFICs held in the portfolios at December 31, 1997 in net investment
income. For the Global Income Fund the distributions in excess of net
investment income were due to a drop in projected income due to declining
assets.
The Distributions in Excess of Net Realized Gain on the Statement of Changes
in Net Assets for these funds are due to the postponement of capital loss
recognition due to wash sales and to the funds' election to push capital
losses incurred post October 31, 1997 to the next fiscal year.
<PAGE>
Notes to Financial Statements (Cont'd)
Note 4 -- Investment Transactions
<TABLE>
Capital Appreciation Global Growth Global Income
U. S. Government Securities:
<S> <C> <C> <C>
Purchases $2,915,608 $1,198,311 $199,672
Sales 2,164,934 1,392,035 853,656
Securities Other Than Short-Term
and U. S. Government Securities:
Purchases $7,549,787 $7,338,714 $2,042,811
Sales 7,179,836 8,067,590 3,770,828
</TABLE>
<PAGE>
Note 5 -- Related Parties
A -- Investment Adviser--The investment management agreements ("Advisory
Contracts") between Richard Fontaine Associates, Inc. ("Adviser") and Capital
Appreciation Fund, Global Growth Fund and Global Income Fund, provide for an
annual investment management fee, computed daily and paid monthly, at a rate
equal to 0.95%, 0.85%, and 0.75%, of average daily net assets, respectively.
Under the terms of the Advisory Contracts, the Adviser is required to bear
any expenses of each Fund which exceed the expense limitations applicable to
each Fund as imposed by the securities regulations of any state in which the
fund is registered. Additionally, in accordance with the Expense Limitation
Agreements between each Fund and the Adviser, the Adviser has agreed to bear
any expenses of each Fund which exceed the voluntary, Adviser-imposed expense
limitation of 1.50% of average daily net assets for Capital Appreciation Fund
and Global Growth Fund and 1.25% of average daily net assets for Global
Income Fund. The expense limitation agreements under the Master Advisory
Contracts by and between the Funds and Richard Fontaine Associates are
reviewed for renewal by the Board of Trustees on an annual basis.
At the February 5, 1997 meeting of the Board of Trustees, it was unanimously
agreed upon that Richard Fontaine Associates would discontinue the Expense
Limitation Agreements with the Funds effective May 1, 1997.
Capital Appreciation Fund: Pursuant to this agreement, $7,997 of management
fees were waived by the Adviser which exceeded the 1.50% expense limitation
for the year ended December 31, 1997. In addition, $363,450 of fees and
expenses were waived or reimbursed by the Adviser in prior periods. As of
December 31, 1997, the Fund owed $2,562 to the Adviser for management fees
payable.
Global Growth Fund: Pursuant to this agreement, $12,225 of management fees
were waived by the Adviser which exceeded the 1.50% expense limitation for
the year ended December 31, 1997. In addition, $33,874 of fees and expenses
were waived or reimbursed by the Adviser in prior periods. As of December
31, 1997, the Fund owed $1,135 to the Adviser for management fees payable.
Global Income Fund: Pursuant to this agreement, $3,382 of management fees
were waived by the Adviser which exceeded the 1.25% expense limitation for
the year ended December 31, 1997. In addition, $40,836 of fees and expenses
were waived or reimbursed by the Adviser in prior periods. As of December 31,
1997, the Fund owed $329 to the Adviser for management fees payable.
<PAGE>
Notes to Financial Statements (Cont'd)
B -- Transfer Agent--During the year ended December 31, 1997, Capital
Appreciation Fund, Global Growth Fund and Global Income Fund, incurred
transfer agent fees and expenses of approximately $13,160, $26,210, and
$6,593, respectively, for shareholder and accounting services provided by
Richard Fontaine and Company, Inc., an affiliate of the Adviser. As of
December 31, 1997, transfer agent fees payable by Capital Appreciation Fund,
Global Growth Fund and Global Income Fund were $1,244, $1,548 and $387,
respectively.
C -- Board of Trustees--At the October 28, 1997 meeting of the Board of
Trustees, it was unanimously agreed upon that the Board members would receive
$500 each in Director's fees.
D -- Ownership of Fund Shares--Certain related parties investing in the Funds
hold positions representing 5% or more of total net assets. These parties
may include employees and Trustees of the Trust, Transfer Agent, and/or
Adviser. The Adviser also manages separate accounts apart from its
investment management activities to the Trust. At certain times during the
year, the manager may transact with the Funds on behalf of these separate
accounts. As of December 31, 1997, balances held by these parties were as
follows:
<TABLE>
Capital Appreciation Fund
Shares Dollar Amount % Net Assets
<S> <C> <C> <C>
Richard H. Fontaine and
Members of The Board of Trustees
80,078 $537,326 17.92%
Private Accounts under Adviser
Management
0 0 0%
------ ------- ------
TOTAL 80,078 $537,326 17.92%
</TABLE>
E -- Related Party Transactions--As an investment practice in the interest of
minimizing transaction expenses, the Adviser may trade securities between the
three Funds in the Trust and between the Funds and the separate accounts also
under Adviser management. These transactions are affected at the prevailing
market price and, where applicable, the prevailing foreign exchange rate
obtained from an independent source and are an alternative to each fund
undertaking the transaction with a third party. No interfund charges are
made for these transfers.
SUPPLEMENT DATED FEBRUARY 26, 1998 TO THE
PROSPECTUS DATED MAY 1, 1997 OF THE FONTAINE TRUST
Because of the small asset size, lack of expected asset growth and lack of
economies of scale, the Board of Trustees of The Fontaine Trust ("Trust")
has determined that it is in the best interest of shareholders that each
separate series ("Funds") of the Trust be merged into certain series of
Nicholas-Applegate Mutual Funds (the "Nicholas-Applegate Funds"). Proxy
materials concerning the proposal have been filed with the Securities and
Exchange Commission and, following approval of those materials, this proposal
will be submitted to the shareholders of each of the of the Funds at a
Special Meeting of Shareholders scheduled to take place on or about April 20,
1998. If a proposal is approved by the shareholders of the Funds, following
the Special Meeting of Shareholders, substantially all of the assets of each
of the Funds (less a reserve for liabilities) will be exchanged for shares of
the Nicholas-Applegate Funds and your Fund shares will be exchanged for an
equal dollar amount of Nicholas-Applegate Fund shares with no tax effect to
you. We expect proxy materials regarding the proposal to be mailed to you
within the next thirty days.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Trustees of The Fontaine Trust, comprised
of:
Fontaine Capital Appreciation Fund,
Fontaine Global Growth Fund, and
Fontaine Global Income Fund
We have audited the accompanying statement of assets and
liabilities, including the schedule of portfolio investments, for the
Fontaine Capital Appreciation Fund, Fontaine Global Growth Fund, and Fontaine
Global Income Fund as of December 31, 1997 and the related statements of
operations, changes in net assets, and the financial highlights for the year
then ended. The statement of changes in net assets for the year ended
December 31, 1996 and the financial highlights for each of the four years in
the period then ended were audited by other auditors whose report dated
February 20, 1997 expressed an unqualified opinion on the statement of
changes in net assets and the financial highlights. These financial
statements and financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on the financial
statements and financial highlights based on our audits.
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 financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of investments owned as of December 31, 1997 by correspondence
with the custodian and brokers. 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 financial highlights
referred to above present fairly, in all material respects, the financial
position of Fontaine Capital Appreciation Fund, Fontaine Global Growth Fund
and Fontaine Global Income Fund as of December 31, 1997, and the results of
their operations, their changes in net assets and financial highlights for
the respective periods as stated in the first paragraph, in conformity with
generally accepted accounting principles.
Sanville & Company
Certified Public Accountants
Abington, Pennsylvania
February 5, 1998
<PAGE>
Fontaine Trust
210 W. Pennsylvania Avenue, Suite 240
Towson, Maryland 21204
General/Account Information:
Baltimore Area: (410) 825-7890
Toll Free: 1-800-247-1550
Investment Adviser:
Richard Fontaine Associates, Incorporated
210 W. Pennsylvania Avenue, Suite 240
Towson, Maryland 21204
Transfer Agent and
Dividend Disbursing Agent:
Richard Fontaine and Company
210 W. Pennsylvania Avenue, Suite 240
Towson, Maryland 21204
Custodian:
Chase Manhattan Bank
One Chase Manhattan Plaza, 4th Floor
New York, NY 10081
Independent Accountants:
Sanville & Company
1514 Old York Road
Abington, PA 19001
Legal Counsel:
Dechert Price & Rhoads
1500 K Street, NW, Suite 500
Washington, D. C. 20005
OFFICERS AND TRUSTEES
Richard H. Fontaine, Chairman and President
Dana R. Barrows, Trustee
Lester M. Bradshaw, Trustee
Lucas L. Godinez, Trustee
Kimberly A. Malkowski, Secretary, Treasurer
