As filed on March 3, 1997
Securities Act of 1933
File No. 33-32864
Investment Company Act of 1940
File No. 811-5887
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-effective Amendment No. [ ]
Post-effective Amendment No. 9 [ x ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 [ x ]
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
(Exact name of Registrant as Specified in Charter)
6230 Claremont Avenue, Oakland, CA 94618
(Address of Principal Executive Office) (Zip code)
Registrant's Telephone Number, Including Area Code:
(510) 654-5383
Jim Alexander, Program Coordinator
Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans
6230 Claremont Avenue
Oakland, CA 94618
(Name and Address of Agent for Service)
Copies to:
Andre W. Brewster, Esq.
Howard, Rice, Nemerovski, Canady, Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, 7th floor
San Francisco, CA 94111-4065
Approximate Date of Proposed Public Offering: As soon as
practicable after this Amendment becomes effective.
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ x ] on April 30, 1997 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.
Registrant has elected to register an indefinite number of units
pursuant to Regulation 24f-2 of the Investment Company Act of
1940 and filed a Rule 24f-2 Notice for its most recent fiscal
year on February 25, 1997.
Total number of pages: 85. Exhibit Index at C-9.
Cross Reference Sheet Pursuant to Rule 481
of the Securities Act of 1933
Information Required in
Prospectus by Form N-1A
Registration Statement Prospectus Caption
Item 1. Cover Page Prospectus Cover.
Item 2. Synopsis Summary.
Item 3. Condensed Financial
Information Summary; Performance.
Item 4. General Description of
Registrant The Trust; Investment
Objectives and Policies;
Investment Restrictions;
Appendix.
Item 5. Management of the Fund Investment Management and
Administration Arrangements.
Item 5A. Management's Discussion of
Fund Performance Inapplicable
Item 6. Capital Stock and Other
Securities Income Tax Information; Other
Information.
Item 7. Purchase of Securities
Being Offered How to Invest in the Trust;
Valuation of Units.
Item 8. Redemption or Repurchase Redemptions; Exchanges.
Item 9. Legal Proceedings Inapplicable
<PAGE>
Information Required in
Statement of Additional
Information by Form N-1A Statement of Additional
Registration Statement Information Caption
Item 10. Cover Page Cover Page.
Item 11. Table of Contents First Inside Page.
Item 12. General Information
and History General Information.
Item 13. Investment Objectives
and Policies Additional Investment
Restrictions; Portfolio
Transactions.
Item 14. Management of the Fund Management of the Trust.
Item 15. Control Persons and
Principal Holders of
Securities Management of the Trust.
Item 16. Investment Advisory and
Other Services Management of the Trust.
Item 17. Brokerage Allocation
and Other Practices Portfolio Transactions.
Item 18. Capital Stock and
Other Securities Inapplicable
Item 19. Purchase, Redemption
and Pricing of Securities
Being Offered Valuation of Units.
Item 20. Tax Status Inapplicable
Item 21. Underwriters Inapplicable
Item 22. Calculation of
Performance Data Performance Information.
Item 23. Financial Statements Financial Statements.
PART A
PROSPECTUS
Alameda-Contra Costa Medical Association
Collective Investment Trust
For Retirement Plans
The Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans is a collective investment
trust which is registered as an open-end diversified management
investment company. The Trust currently offers seven investment
Portfolios, each with a different investment objective, for the
investment of retirement assets held in Retirement Plans. The
assets of a Retirement Plan may be invested in one or more of the
Portfolios and may be transferred among the Portfolios on any
Valuation Date.
The International Value Equity Portfolio seeks capital
appreciation through investing primarily in the American
Depository Receipts of companies incorporated or organized
outside the United States.
The Growth Equity Portfolio seeks long-term growth of capital
through investing primarily in equity-based securities. The
realization of current income is not a consideration.
The Value Equity Portfolio seeks long-term capital appreciation
and growth of current income through investing primarily in
equity-based securities.
The Balanced Portfolio seeks a balance of current income and
long term growth of capital through investment in equity and debt
securities.
The Long-Intermediate Fixed Income Portfolio seeks to obtain
increased income and capital appreciation by investing in high
grade long and intermediate term fixed income instruments,
including corporate and government fixed income obligations and
mortgage-backed securities with maturities generally of five to
thirty years.
The Short-Intermediate Fixed Income Portfolio seeks to obtain
interest income and capital appreciation by investing in high
grade short and intermediate term fixed income instruments,
including corporate and government fixed income obligations and
mortgage-backed securities with maturities generally of one to
five years.
The Short-Term Income Fund seeks to provide a high level of
current income with equal emphasis on stability and liquidity of
principal through investment in debt instruments with maturities
of one year or less. The Portfolio will not attempt to maintain
a stable or constant net asset value.
Units of beneficial interest in the Portfolios are sold without a
sales charge and are available only to Retirement Plans.
This Prospectus sets forth concisely the information about the
Trust that a prospective investor should know before investing.
Please read and retain this Prospectus for future reference.
Additional information about the Trust has been filed with the
Securities and Exchange Commission in a Statement of Additional
Information dated April 30, 1997. A copy of the Statement of
Additional Information can be obtained without charge by writing
to the Alameda-Contra Costa Medical Association, 6230 Claremont
Avenue, Oakland, CA 94618, or by calling the Association at (510)
654-5383.
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.
The date of this Prospectus is April 30, 1997
<PAGE>
TABLE OF CONTENTS
SUMMARY 5
Condensed Financial Information 9
THE TRUST 12
HOW TO INVEST IN THE TRUST 13
Eligibility for Admission 13
Establishing an IRA, SEP or SIMPLE 14
Establishing a Qualified Plan 14
Investing in the Trust 14
INVESTMENT OBJECTIVES AND POLICIES 15
The International Value Equity Portfolio 16
The Growth Equity Portfolio 18
The Value Equity Portfolio 19
The Balanced Portfolio 20
The Long-Intermediate Fixed Income Portfolio 22
The Short-Intermediate Fixed Income Portfolio 24
The Short-Term Income Fund 26
Special Risk Considerations 28
Dividends and Distributions 28
INVESTMENT RESTRICTIONS 29
REDEMPTIONS 30
EXCHANGES 31
VALUATION OF UNITS 31
PERFORMANCE 32
INVESTMENT MANAGEMENT AND ADMINISTRATION ARRANGEMENTS 33
The Supervisory Committee 33
The Custodial Trustee 33
The Administrator 33
The Investment Management Agreements 34
The Investment Consultant 37
Expenses of the Trust 37
INCOME TAX INFORMATION 38
Tax Treatment of the Trust 38
Tax Treatment of Participating Trusts 38
OTHER INFORMATION 42
Description of the Units and Voting Rights 42
Amendment and Termination of the Trust 43
Independent Accountants 43
Additional Information 44
APPENDIX A-1
No person has been authorized in connection with the offering
made hereby to give any information or to make any
representations other than those contained in this Prospectus and
the Statement of Additional Information, and, if given or made,
such representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities other
than the securities to which it relates, or an offer to or a
solicitation of any person in any jurisdiction in which such
offer or solicitation would be unlawful.
<PAGE>
SUMMARY
The Trust
The Trust is a collective investment trust which was established
by the Alameda-Contra Costa Medical Association. It is
registered with the Securities and Exchange Commission as an
open-end diversified management investment company. Such regis-
tration does not involve supervision of management or investment
practices or policies of the Trust. Units of the Trust are
available only to Retirement Plans. See "How to Invest in the
Trust."
Investment Objectives and Policies
The Trust currently offers seven investment Portfolios, each with
a different investment objective, for the investment of
retirement assets held in Retirement Plans. The assets of a
Retirement Plan may be invested in one or more of the Portfolios
and may be transferred among the Portfolios on any Valuation
Date. See "Investment Objectives and Policies" and "Exchanges."
The International Value Equity Portfolio seeks capital
appreciation through investing primarily in the American
Depository Receipts of companies incorporated or organized
outside the United States.
The Growth Equity Portfolio seeks long-term growth of capital
through investing primarily in equity-based securities. The
realization of current income is not a consideration.
The Value Equity Portfolio seeks long-term capital appreciation
and growth of current income through investing primarily in
equity-based securities.
The Balanced Portfolio seeks a balance of current income and
long term growth of capital through investment in equity and debt
securities.
The Long-Intermediate Fixed Income Portfolio seeks to obtain
increased income and capital appreciation by investing in high
grade long and intermediate term fixed income instruments,
including corporate and government fixed income obligations and
mortgage-backed securities with maturities generally of five to
thirty years.
The Short-Intermediate Fixed Income Portfolio seeks to obtain
interest income and capital appreciation by investing in high
grade short and intermediate term fixed income instruments,
including corporate and government fixed income obligations and
mortgage-backed securities with maturities generally of one to
five years.
The Short-Term Income Fund seeks to provide a high level of
current income with equal emphasis on stability and liquidity of
principal through investment in debt instruments with maturities
of one year or less. The Portfolio will not attempt to maintain
a stable or constant net asset value.
Special Risk Considerations
Monies invested in the Portfolios are subject to certain risks.
Since each of the Portfolios will invest in different types of
investments, the risks of participating in the Trust will vary
depending on the Portfolio or Portfolios chosen. Before
selecting a Portfolio or Portfolios for investment of Retirement
Plans, a Participant should assess the risks associated with the
types of investments made by each Portfolio. See "Investment
Objectives and Policies" and "Investment Restrictions."
There is no assurance that the Portfolios will achieve their
investment objectives. The value of interest bearing securities
held in the Portfolios will generally vary inversely with changes
in prevailing interest rates, while the value of equity-based
securities held in the Portfolios will fluctuate as the stock
market fluctuates. In turn, the value of equity-based securities
of small capitalization companies may fluctuate more than the
value of large capitalization companies. The value of all
securities held in the Portfolios will vary due to economic
conditions and other market factors.
Investing in securities issued by foreign corporations or
entities (including through ADR's), involves considerations and
possible risks not typically associated with investing in
obligations issued by domestic corporations.
Administration of the Trust
Wells Fargo Bank, National Association, is the Custodial Trustee
of the Trust. The Alameda-Contra Costa Medical Association
provides administrative services to the Trust. Lazard Freres
Asset Management, The Burridge Group LLC, Towneley Capital
Management, Inc., Guardian Investment Management and Scudder,
Stevens & Clark, Inc. serve as investment advisers to specified
Portfolios of the Trust. See "Investment Management and
Administration Arrangements" for a discussion of the services
provided and fees paid for such services.
Investment in the Trust
The minimum initial investment for admission to a Portfolio is
$100. There is no minimum requirement for subsequent
investments. The purchase price for Units of a Portfolio is the
net asset value per Unit on the next Valuation Date following
receipt by the Association of a Participating Trust's
satisfactorily completed investment instructions and payment.
Units may be withdrawn from the Trust or funds transferred from
one Portfolio to another on any Valuation Date. See "How to
Invest in the Trust," "Redemptions" and "Exchanges."
Fees and Expenses of the Portfolios
<TABLE>
The following table of fees and expenses is provided to assist investors in understanding the various costs and expenses
that a Participant in a Participating Trust will bear directly or indirectly in connection with investment in one or
more Portfolios. For a more complete description of the various costs and expenses, see "Investment Management and
Administration Arrangements."
Unitholder Transaction Expenses: None
<CAPTION>
<F1> Long- Short-
International Growth Value Intermediate Intermediate
Value Equity Equity Equity Balanced Fixed Income Fixed Income Short-Term
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Income Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Portfolio Operating
Expenses (as a percentage
of average net assets): <F2>
Management Fees 1.00% 0.75% 0.88% 0.60% 0.50% 0.50% 0.50%
12b-1 Fees 0.% 0.% 0.% 0.% 0.% 0.% 0.%
Other Expenses
Custodial Trustee 0.17% 0.19% 0.18% 0.18% 0.18% 0.18% 0.17%
Administrator 0.50% 0.50% 0.49% 0.49% 0.48% 0.48% 0.49%
Other 0.35% 0.40% 0.43% 0.41% 0.28% 0.31% 0.23%
_____ _____ _____ _____ _____ _____ _____
Total Other Expenses 1.02% 1.09% 1.10% 1.08% 0.94% 0.97% 0.89%
Total Portfolio Operating
Expenses <F3> 2.02% 1.84% 1.98% 1.68% 1.44% 1.47% 1.39%
Net Portfolio Operating
Expenses <F4> 1.94% 1.77% 1.78% 1.66% 1.44% 1.47% 1.39%
<FN>
<F1>
The Trust does not impose a sales load, redemption fees or exchange fees.
<F2>
"Operating Expenses" are based on actual expense amounts incurred for the year ended December 31, 1996.
<F3>
There are no initial or annual maintenance fees for participation in the Trust.
<F4>
Ratio has been calculated using the net expense amount which excludes fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Example
You would pay the following expenses in each of the Portfolios on a $1,000 investment, assuming (1) a 5% annual return
and (2) redemption at the end of each time period:
<CAPTION>
Long- Short-
International Growth Value Intermediate Intermediate
Value Equity Equity Equity Balanced Fixed Income Fixed Income Short-Term
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Income Fund
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 20 $ 18 $ 18 $ 17 $ 15 $ 15 $ 14
3 Years $ 61 $ 56 $ 56 $ 52 $ 46 $ 46 $ 44
5 Years $105 $ 96 $ 96 $ 90 $ 79 $ 80 $ 76
10 Years $226 $208 $209 $197 $172 $176 $167
</TABLE>
The example set forth above is not a representation of past or
future expenses; the Portfolios' expenses may be more or less than
those shown. The assumption in the example of a 5% annual return
is required by regulations of the Securities and Exchange Commission;
the 5% annual return is not a prediction of and does not represent
the projected performance of the Portfolios.
<PAGE>
<TABLE>
Condensed Financial Information
The per unit amounts of certain Portfolios have been
restated to reflect a unit split in accordance with the following
ratios: Value Equity Portfolio - 12.3862 to 1; Balanced Portfolio
- - 4.8470 to 1; Long-Intermediate Fixed Income Portfolio - 5.5382
to 1; Short-Intermediate Fixed Income Portfolio - 2.0957 to 1
Short-Term Income Fund - 4.4817 to 1. The selected data for
years ended December 31, 1992 through December 31, 1996 has been
audited by Coopers & Lybrand, L.L.P., independent auditors, whose
report dated February 11, 1997 is contained in a Statement of
Additional Information which may be obtained without charge by
writing to the Alameda-Contra Costa Medical Association, 6230
Claremont Avenue, Oakland, CA 94618 or by calling the Association
at (510) 654-5383. The other selected data, also audited, is not
covered by the auditor's current report. Further information
about the performance of the Portfolios is included in the
Trust's annual report for 1996, which may be obtained from the
Association without charge at the same address and number.
Financial Highlights
<CAPTION>
INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C>
1996 1995 <F5>
Net asset value, beginning of period $10.09 $10.00
Net investment income 0.10 0
Net realized and unrealized gain 1.00 0.09
_____ _____
Total from investment operations 1.10 0.09
Net asset value, end of year $11.19 $10.09
Total Return 10.90% 0.90% <F6>
Ratios/Supplemental Data
Ratio of net investment income to
average net assets 1.01% 0.04% <F6>
Portfolio turnover rate 40.54% 0%
Average commission rate per share $0.0909
Net assets at end of year (in 000's) $1,154 $805
Ratio of expenses to average net assets 2.02% 0.11% <F7>
Ratio of net expenses to average
net assets 1.94% 0.11% <F8>
<FN>
<F5>
From December 1, (inception) through December 31, 1995.
<F6>
Figures respresent the Portfolio's actual experience from
December 1 through December 31, 1995.
<F7>
Ratio has been calculated using the total expense amount which
includes fees paid indirectly.
<F8>
Ratio has been calculated using the net expense amount which
excludes fees paid indirectly.
</FN>
</TABLE>
<PAGE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
GROWH EQUITY PORTFOLIO 1996 1995 1994 1993 1992 <F9>
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $14.27 $12.12 $13.01 $11.74 $10.00
Net investment income/(loss) (0.14) (0.07) (0.11) (0.07) (0.01)
Net realized and unrealized gain/(loss) 2.57 2.22 (0.78) 1.34 1.75
_____ _____ _____ _____ _____
Total from investment operations 2.43 2.15 (0.89) 1.27 1.74
Net asset value, end of year $16.70 $14.27 $12.12 $13.01 $11.74
Total Return 17.03% 17.74% (6.84)% 10.82% 69.60% <F10>
Ratios/Supplemental Data
Ratio of net investment income/
(loss) to average net assets (0.99)% (0.68)% (0.72)% (0.68)% (0.07)%
Portfolio turnover rate 28.97% 33.63% 52.49% 38.58% 12.95%
Average commission rate per share $0.0741
Net assets at end of year (in 000's) $4,154 $3,361 $2,539 $3,242 $1,660
Ratio of expenses to average net assets 1.84% 1.67% 1.86% 1.79% 0.41% <F11>
Ratio of net expenses to average
net assets 1.77% 1.67% 1.86% 1.79% 0.41% <F12>
<FN>
<F9>
From October 1, 1992 (inception) through December 31, 1992.
<F10>
Annualized.
<F11>
Ratio has been calculated using the total expense amount which includes fees paid indirectly.
<F12>
Ratio has been calculated using the net expense amount which excludes fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
VALUE EQUITY PORTFOLIO 1996 1995 1994 1993 1992 1991 1990 <F13>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 9.62 $ 7.66 $ 7.74 $ 6.71 $ 5.94 $ 4.90 $ 4.89
Net investment income/(loss) 0.10 0.12 0.02 0.06 0.13 0.13 0.08
Net realized and unrealized gain/(loss) 1.62 1.84 (0.10) 0.97 0.64 0.91 (0.07)
_____ _____ _____ _____ _____ _____ ____
Total from investment operations 1.72 1.96 (0.08) 1.03 0.77 1.04 0.01
Net asset value, end of year $11.34 $ 9.62 $ 7.66 $ 7.74 $ 6.71 $ 5.94 $ 4.90
Total Return 17.88% 25.57% (0.99)% 15.37% 12.88% 21.22% .33% <F14>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets 0.84% 1.15% 0.70% 1.18% 1.75% 2.39% 1.67%
Portfolio turnover rate 98.50% 103.58% 116.01% 65.85% 85.40% 75.67% 56.48%
Average commission rate per share $0.0601
Net assets at end of year(in 000's) $23,351 $20,280 $16,825 $15,518 $12,622 $11,761 $9,598
Ratio of expenses to average net assets 1.98% 1.82% 1.99% 1.99% 2.01% 2.16% 0.59% <F15>
Ratio of net expenses to average
net assets 1.78% 1.82% 1.99% 1.99% 2.01% 2.16% 0.59% <F16>
<FN>
<F13>
From August 2, 1990 (inception) through December 31, 1990.
<F14>
Annualized.
<F15>
Ratio has been calculated using the total expense amount which includes fees paid indirectly.
<F16>
Ratio has been calculated using the net expense amount which excludes fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
BALANCED PORTFOLIO 1996 1995 1994 1993 1992 1991 1990 <F17>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 9.47 $ 7.64 $ 7.64 $ 7.05 $ 6.70 $ 5.66 $ 5.95
Net investment income/(loss) 0.02 0.08 0.34 0.32 0.13 0.16 0.20
Net realized and unrealized gain/(loss) 1.38 1.75 (0.34) 0.27 0.22 0.88 (0.49)
_____ _____ _____ _____ _____ _____ _____
Total from investment operations 1.40 1.83 0 0.59 0.35 1.04 (0.29)
Net asset value, end of year $10.87 $ 9.47 $ 7.64 $ 7.64 $ 7.05 $ 6.70 $ 5.66
Total Return 14.78% 23.91% 0.03% 8.34% 5.26% 18.41% (11.65)% <F18>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets 1.88% 2.68% 3.09% 2.57% 2.59% 3.37% 3.51%
Portfolio turnover rate 7.67% 6.30% 5.18% 4.75% 17.78% 13.61% 5.43%
Average commission rate per share $0.0825
Net assets at end of year (in 000's) $4,609 $3,489 $2,486 $2,854 $3,223 $2,593 $1,795
Ratio of expenses to average net assets 1.68% 1.47% 1.63% 1.63% 1.64% 1.78% 0.29% <F19>
Ratio of net expenses to average
net assets 1.66% 1.47% 1.63% 1.63% 1.64% 1.78% 0.29% <F20>
<FN>
<F17>
From August 2, 1990 (inception) through December 31, 1990.
<F18>
Annualized.
<F19>
Ratio has been calculated using the total expense amount which includes fees paid indirectly.
<F20>
Ratio has been calculated using the net expense amount which excludes fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995 1994 1993 1992 1991 1990 <F21>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.27 $ 8.71 $ 9.16 $ 8.39 $ 7.89 $ 6.87 $ 6.58
Net investment income/(loss) 0.61 0.34 1.08 0.53 0.55 0.43 0.28
Net realized and unrealized gain/(loss) (0.45) 1.22 (1.53) 0.24 (0.05) 0.58 0.01
_____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.16 1.56 (0.45) 0.77 0.50 1.01 0.29
Net asset value, end of year $10.43 $10.27 $ 8.71 $ 9.16 $ 8.39 $ 7.88 $ 6.87
Total Return 1.56% 17.93% (4.93)% 9.19% 6.39% 14.80% 10.61% <F22>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets 5.29% 5.53% 5.64% 5.44% 6.11% 6.49% 4.36%
Portfolio turnover rate 17.30% 5.95% 0.00% 10.68% 9.79% 20.60% 1.86%
Net assets at end of year (in 000's) $4,733 $4,722 $3,763 $5,156 $4,908 $4,843 $3,816
Ratio of expenses to average net assets 1.44% 1.35% 1.49% 1.49% 1.52% 1.70% 0.28%
<FN>
<F21>
From August 2, 1990 (inception) through December 31, 1990.
<F22>
Annualized.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information
<CAPTION>
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995 1994 1993 1992 1991 1990 <F23>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 9.97 $ 8.99 $ 9.23 $ 8.68 $ 8.18 $ 7.33 $ 6.74
Net investment income 0.49 0.71 0.69 0.37 0.01 0.41 0.33 <F24>
Net realized and unrealized gain/(loss) (0.17) 0.27 (0.93) 0.18 0.49 0.44 0.26 <F24>
_____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.32 0.98 (0.24) 0.55 0.50 0.85 0.59
Net asset value, end of year $10.29 $ 9.97 $ 8.99 $ 9.23 $ 8.68 $ 8.18 $ 7.33
Total Return 3.21% 10.88% (2.58)% 6.38% 6.06% 11.58% 21.06% <F25>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets 4.63% 4.76% 4.78% 4.75% 5.16% 6.04% 4.60%
Portfolio turnover rate 31.68% 19.21% 0.00% 25.60% 6.69% 41.22% 26.50%
Net assets at end of year (in 000's) $4,495 $6,073 $6,182 $7,575 $6,747 $3,336 $2,666
Ratio of expenses to average net assets 1.47% 1.37% 1.51% 1.47% 1.47% 1.68% 0.28%
<FN>
<F23>
From August 2, 1990 (inception) through December 31, 1990.
<F24>
Per share amounts have been calculated using the average shares outstanding during the period.
<F25>
Annualized.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
SHORT-TERM INCOME 1996 1995 1994 1993 1992 1991 1990 <F26>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 9.82 $ 9.33 $ 9.10 $ 8.91 $ 8.63 $ 8.20 $ 7.88
Net investment income 0.40 0.87 0.26 2.09 1.62 0.61 0.28 <F27>
Net realized and unrealized gain/(loss) (0.02) (0.38) (0.03) (1.90) (1.34) (0.18) 0.04 <F27>
_____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.38 0.49 0.23 0.19 0.28 0.43 0.32
Net asset value, end of year $10.20 $ 9.82 $ 9.33 $ 9.10 $ 8.91 $ 8.63 $ 8.20
Total Return 3.87% 5.33% 2.50% 2.10% 3.31% 5.14% 9.78% <F28>
Ratios/Supplemental Data
Ratio of net investment income/(loss)
to average net assets 4.03% 4.11% 2.87% 3.60% 4.33% 5.10% 7.72%
Portfolio turnover rate 0%
Net assets at end of year (in 000's) $3,572 $2,566 $2,716 $2,120 $3,481 $7,415 $9,619
Ratio of expenses to average net assets 1.39% 1.38% 1.50% 1.59% 1.55% 1.76% 0.59%
<FN>
<F26>
From August 2, 1990 (inception) through December 31, 1990.
<F27>
Per share amojnts have been calculated using the average shares outstanding during the period.
<F28>
Annualized
</FN>
</TABLE>
<PAGE>
THE TRUST
The Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") is a
collective investment trust which was established under the laws
of the State of California by the Alameda-Contra Costa Medical
Association (the "Association") to be managed by a Supervisory
Committee with Wells Fargo Bank, National Association ("Wells
Fargo"), acting as the custodial trustee (the "Custodial
Trustee") under a Declaration of Trust dated February 9, 1990, as
amended. The Association is also administrator of the Trust
pursuant to an Administrative Services Agreement dated as of
July 24, 1990, as amended, between the Trust and the Association
(the "Administrative Services Agreement"). The Trust is
registered with the Securities and Exchange Commission as an
open-end diversified management investment company. Such
registration does not involve supervision of management or
investment practices or policies of the Trust. Units of
beneficial interest in the Portfolios (the "Units") are sold
without a sales charge and are available only to Retirement
Plans. See "How to Invest in the Trust." Retirement Plans that
have been admitted to the Trust are referred to as "Participating
Trusts." An individual for whose benefit a Participating Trust is
maintained or who may be entitled to receive benefits from a
Participating Trust is referred to as a "Participant."
Assets of the Portfolios are invested in accordance with their
investment objectives by investment managers (each, an
"Investment Manager") who have contracted with the Trust to
provide investment advisory and management services to specified
Portfolios. See "Investment Objectives and Policies" and
"Investment Management and Administration Arrangements--The
Investment Management Agreements."
HOW TO INVEST IN THE TRUST
Eligibility for Admission
To invest in the Trust, an individual, partnership, or
corporation must establish a Retirement Plan.
Retirement Plans are:
- Individual retirement trust accounts ("IRAs"), including
rollover IRAs and IRAs established to receive contributions under
simplified employee pension plans ("SEPs") or savings incentive
match plans for employees of small employers ("SIMPLEs"), that
are exempt under Section 408(e) of the Internal Revenue Code of
1986, as amended (the "Code"), and that are maintained in
conformity with Section 408(a) of the Code, and
- Trusts described in Section 401(a) of the Code that are
exempt from taxation under Section 501(a) of the Code and form
parts of stock bonus, pension or profit sharing plans ("Qualified
Plans").
Prototype Plans. The Association sponsors the Alameda-Contra
Costa Medical Association Prototype Defined Contribution Plan and
Trust (the "Prototype Plan") which can be adopted by a self-
employed individual, partnership or corporation (the "Employer")
that is a member of (or whose partners or shareholders are
members of) the Association, other county associations or the
California Medical Association. Most Qualified Plans represent
adoption of the Prototype Plan. The Prototype Plan authorizes
Participants to direct the plan trustee appointed by the Employer
(the "Plan Trustee") to invest contributions made under the
Qualified Plan by, or for, a Participant in one or more of the
Portfolios. In addition, if so authorized by the Employer, the
Participant may direct the Plan Trustee to invest contributions
in any readily tradable security or life insurance contracts.
Other Plans. Other Qualified Plans that do not represent an
adoption of the Prototype Plan may also invest in the Portfolios
provided their governing documents specifically authorize such
investment.
IRAs. Each IRA authorized to invest in a Portfolio is
established by adopting the Alameda-Contra Costa Medical
Association Individual Retirement Plan. The Participant for
whose benefit the IRA is maintained (or his or her beneficiary,
in the event of the Participant's death) is authorized to direct
the investment of assets in the IRA in one or more Portfolios.
Establishing an IRA, SEP or SIMPLE
Documents for establishing an IRA, a SEP or a SIMPLE, which
consist of an adoption agreement, Plan document, IRS Form 5305-
SEP (for a SEP), IRS Form 5305-SIMPLE (for a SIMPLE), and
related disclosure statements and forms describing eligibility,
amounts of, deadlines for making contributions to, and rules
regarding distributions from such plans, can be obtained from the
Association, 6230 Claremont Avenue, Oakland, CA 94618, or by
calling (510) 654-5383. New IRAs will be opened as of the date
that an executed adoption agreement is received by the
Association. If the agreement is revoked within seven days, the
individual will receive a refund of all contributions. SEPs or
SIMPLEs become effective on the date specified in the IRS Form
5305-SEP or IRS Form 5305-SIMPLE, respectively.
Establishing a Qualified Plan
Documents required for establishing a Qualified Plan can be
obtained from the Association, 6230 Claremont Avenue, Oakland, CA
94618, or by calling (510) 654-5383. Qualified Plans become
effective on the date specified in the adoption agreement or Plan
document, in the case of an individually designed plan.
Investing in the Trust
Once a Retirement Plan has been established, the Participant, the
Plan Trustee or other person with investment authority for a
particular Retirement Plan may direct the Association to instruct
the Custodial Trustee to invest the Retirement Plan assets in one
or more Portfolios using a request form provided by the
Association. Admissions to the Trust will be made as of the the
last business day of the month (the "Valuation Date") next
succeeding establishment of a Retirement Plan and contribution of
funds. The completed form with contributions should be delivered
to the Association at 6230 Claremont Avenue, Oakland, California
94618 to the attention of Jim Alexander, Program Coordinator.
Unless the Participant already has funds available for investment
in a Portfolio or Portfolios, the form should be accompanied by a
check made payable to Wells Fargo Bank for the amount intended to
be invested in the Trust. Cash should not be mailed.
Each Plan Trustee or Participant, as the case may be, is
responsible for notifying the Association on a timely basis of
investment instructions. The Association aggregates the instruc-
tions from the various Plan Trustees, in the case of Qualified
Plans, and Participants, in the case of IRAs, and instructs the
Custodial Trustee to allocate the Retirement Plan assets among
the Portfolios in accordance with such investment instructions.
The minimum initial investment for participation in a Portfolio
is $100. There is no minimum requirement for subsequent
investments. The purchase price for Units of a Portfolio is the
net asset value per Unit on the next Valuation Date following
receipt by the Association of a Participating Trust's
satisfactorily completed investment instructions and payment.
Investments are subject to determination by the Association that
the investment instruction form has been properly completed.
Investments received before the Valuation Date are held in a
deposit account with the Custodial Trustee. These funds are then
invested in into the respective Portfolios as of the Valuation
Date. Daily interest is paid on amounts greater than or equal to
$10,000. Other accumulated interest is allocated quarterly to
the Portfolios prorata on the basis of assets.
If funds are received by the Association without designation of a
Portfolio, the Association shall, if it is unable to confirm the
Portfolio designation, instruct the Custodial Trustee to invest
the funds in accordance with the Custodial Trustee's most recent
investment instructions. If the investment is the initial
investment for a Participating Trust, the undesignated funds will
be invested in the Short-Term Income Fund pending further
instruction from the Participant or Plan Trustee, as the case may
be.
Units of the Trust may be redeemed as described under
"Redemptions." Because Units are not transferable, certificates
representing Units will not be issued. All Units purchased are
confirmed by mail to the Participating Trust and are credited to
the account of the Participating Trust as of the Valuation Date.
The Supervisory Committee reserves the right in its sole
discretion to suspend the availability of Units when, in the
judgment of the Supervisory Committee, such suspension is in the
best interests of the Trust. The Custodial Trustee reserves the
right to reject investment instructions when, in the judgment of
the Custodial Trustee, such rejection is in the best interests of
the Trust.
INVESTMENT OBJECTIVES AND POLICIES
The Trust currently offers seven Portfolios, each with a
different investment objective, for the investment of retirement
assets held in Retirement Plans. Except as indicated below and
in the Statement of Additional Information, the following
investment objectives and policies may be changed without the
approval of Participating Trusts.
There can be no assurance that the investment objectives of any
Portfolio can be attained. The net asset value per Unit of the
Portfolios will fluctuate and Units may be worth more or less
than when purchased.
The International Value Equity Portfolio
The investment objective of the International Value Equity
Portfolio is to seek capital appreciation through investing
primarily in the American Depository Receipts ("ADRs") of
companies incorporated or organized outside the United States.
It is the present intention of the Investment Manager to
invest the International Value Equity Portfolio's assets in
companies based in Continental Europe, the United Kingdom, the
Pacific Basin and in such other areas and countries as the
Investment Manager may determine from time to time. Primary
emphasis will be in foreign equity securities that have been
converted into ADRs). ADRs are certificates of ownership of a
foreign based corporation that are being held in United States
banks. Rather than purchase "ordinary shares" of a foreign
corporation in foreign countries, an investment manager can
purchase shares in the United States of America in a form of an
ADR eliminating the need to convert currencies or to transfer
certificates internationally. Under normal market conditions, at
least 80% of the total Portfolio value of assets will be invested
in the ADRs of companies from at least three different countries
(not including the United States). The percentage of the
International Value Equity Portfolio's assets invested in
particular geographic sectors may shift from time to time in
accordance with the judgment of the Investment Manager.
In selecting investments for the International Value Equity
Portfolio, the Investment Manager attempts to ascertain
inexpensive markets world-wide through traditional measures of
value, including low price to earnings ratio, high yield,
unrecognized assets, potential for management change and/or the
potential to improve profitability. In addition, the Investment
Manager seeks to identify companies it believes are financially
productive and undervalued in those markets focusing on
individual stock selection (a "bottom-up" approach) rather than
on forecasting stock market trends (a "top-down" approach).
In searching for undervalued ADRs in the undervalued markets, the
Investment Manager utilizes a security-selection process
incorporating three levels of investment research. The process
is based on precise and consistent analysis of historical
financial data, with little emphasis placed on forecasting future
earnings or events. The three levels of investment research
include:
(1) Database Screening - The Investment Manager employs a
systematic process to search global databases for companies with
characteristics that indicate undervaluation versus a local index
and versus the EAFE Index (an index of Europe, Australia and Far
East based companies); in particular, companies that have high
financial returns on equity and on assets and yet are
attractively priced (low price/book and low price/cash flow).
(2) Accounting Validation - The Investment Manager applies an
intensive accounting validation process to each security
satisfying the initial screening. This step is designed to
examine whether a company's stated financial statistics and
business value are real and to uncover any hidden opportunities
through balance sheet and cash flow analysis. By focusing on
detailed cash flow analysis and discretionary balance sheet
items, analysts seek to determine that a company's financial
productivity is accurately stated, look for and take advantage of
pricing anomalies, and discover opportunities including hidden
value per share.
(3) Fundamental Analysis - Companies satisfying the accounting
validation process are monitored more closely including updates
to earnings estimates and the price relationships to overall
market conditions. These securities undergo the final
qualitative step in the equity security selection process,
fundamental analysis, a critical component in the international
ADR investment process. The process is in place to ensure
current returns can be sustained, to discover hidden value, as
well as to identify the catalyst for price appreciation. This
involves in-depth analysis of fundamental variables including:
quality and depth of management, competitive position,
sensitivity to economic/market cycles, margin and sales trends,
brand name strength, geographical breakdown and the macro
environment in which company operates.
The assets of the International Value Equity Portfolio may be
invested in securities other than ADRs or foreign securities
when, in the judgment of the Investment Manager, business or
financial conditions warrant. In such an event, the
International Value Equity Portfolio may take a temporary
defensive position and invest without limitation in cash or cash
equivalents. Cash equivalents are short-term interest bearing
instruments of the type permitted to be held by the Short-Term
Income Fund.
Because securities in the International Value Equity Portfolio
will be selected on the basis of their capital appreciation
potential (income is not a consideration), it may provide greater
growth of capital than the Value Equity Portfolio, Balanced
Portfolio, Long-Intermediate Fixed Income Portfolio, Short-
Intermediate Fixed Income Portfolio, and Short-Term Income Fund.
The Unit value of the International Value Equity Portfolio may
also be more volatile.
The Growth Equity Portfolio
The objective of the Growth Equity Portfolio is to increase
retirement funds through long-term growth of capital. The
realization of current income will not be a consideration.
Primary investment emphasis will be in equity based securities
which are both common stocks and those debt securities and
preferred stocks which are convertible into common stocks. Under
normal conditions, the Portfolio will maintain approximately 85%
of its assets in equity securities.
In selecting common stocks, the Investment Manager of the Growth
Equity Portfolio will primarily invest in companies that are
perceived to have long-range capital appreciation potential. The
Portfolio may consist of common stocks that are of small, mid and
large capitalized companies. Small capitalized companies are
generally considered to be companies that are in developing
phases of their businesses. Mid-capitalized and large-
capitalized companies are generally considered to be companies
that have been established for a longer period of time.
In evaluating common stocks, the Investment Manager will focus on
companies that characteristically have earnings growth potential
that are above average or accelerating in their industry. These
companies are referred to as "growth" stocks. Companies may also
be selected on expectations that they will generate above average
near-term earnings based on certain industry or economic
conditions that exist from time to time in the market place.
These companies that are selected typically have dividend yields
that are below the S&P 500 dividend yield and common stocks
purchased in the Value Equity Portfolio and the Balanced
Portfolio. Growth stocks also tend to have financial valuation
ratios, such as price to book, price to earnings, return on
equity, dividend growth rates, sales to book and earning growth
rates that are higher than stocks in the S&P 500 index. The
volatility of stocks purchased in the Growth Equity Portfolio
will tend to be greater than stocks purchased in the Value Equity
Portfolio and the Balanced Portfolio. The Investment Manager
will seek to reduce risk through diversification. This strategy
encompasses the number of stocks owned in the Portfolio, the
markets in which companies compete, and diversification in small,
medium and large capitalization companies that are purchased.
The primary criterion for selecting convertible debt securities,
and preferred stock, is the price of the underlying common stock
which is calculated in the manner described above. The
Investment Manager may choose to invest in convertible securities
from time to time when it is more favorable to do so rather than
owning the underlying common stock of the company. Premium and
conversion factors and income differentials are important
investment criteria that are considered when making an evaluation
to buy convertible securities.
The Growth Equity Portfolio may invest up to 10% of the value of
its total assets which are invested in equity-based securities in
dollar-denominated ADRs which are publicly traded in the United
States on exchanges of over-the-counter and are issued by
domestic banks.
The assets of the Growth Equity Portfolio may change when, in the
judgment of the Investment Manager, business or financial
conditions warrant. In such event, the Growth Equity Portfolio
may take a temporary defensive position and invest without
limitation in cash or cash equivalents. Cash equivalents are
short term interest bearing instruments of the type permitted to
be held by the Short-Term Income Fund.
Since securities in the Growth Equity Portfolio will be selected
on the basis of their capital appreciation potential (income is
not a consideration), it may provide greater growth of capital
than the Value Equity Portfolio, Balanced Portfolio, Long-Term
Intermediate Fixed Income Portfolio, Short Intermediate Fixed
Income Portfolio and Short-Term Income Fund. Unit values of the
Growth Equity Portfolio also tend to be more volatile.
The Value Equity Portfolio
The objective of the Value Equity Portfolio is to increase
retirement funds through long-term capital appreciation and
growth of current income. Current income is a secondary
objective. Primary investment emphasis will be on equity-based
securities, which are both common stocks and those debt
securities and preferred stocks which are convertible into common
stocks. Under normal market conditions, the Portfolio will
maintain greater than 85% of its assets in equity securities.
In selecting the common stocks, the Investment Manager for the
Value Equity Portfolio will consider the intrinsic value of the
stock to be purchased, the expected earnings growth and current
and expected dividend income. In evaluating expected earnings
and dividend income, the Investment Manager examines a company's
revenue growth, historical margins, earnings growth, dividend
payout ratios and dividend growth, and makes estimates of the
likelihood that future revenues growth and margins are realizable
given the current and expected economic environment for the
company and the industry in which it operates. There are no
restrictions on the total common stock market capitalization of
the companies in the Portfolio. The goal of the Value Equity
Portfolio is to achieve a diversified Portfolio of publicly
traded common stocks which it believes are undervalued. The
Investment Manager performs financial analyses of a company's
balance sheet, income statement, and sources and uses of funds to
determine the relative undervaluation of a particular security.
Various ratios are used to compare a security to a chosen
universe of securities. A security may be undervalued based
upon, for example, price to revenues, price to book value, price
to dividend, total assets to market capitalization and other
similar measures. Through diversification and selection, the
Investment Manager will seek to reduce the risks of fluctuation
in value and income inherent in investing in the equity market.
The primary criterion for selecting convertible debt securities
and preferred stock is the value of the underlying common stock,
which is evaluated in the manner described above. An additional
factor to consider is the premium to be paid for the conversion
privilege which is taken into account in evaluating a convertible
debt security as an investment for the Portfolio. The Investment
Manager may, from time to time, invest in convertible securities
when such investment appears to be more favorable than investment
in the underlying common stock of the company. The Investment
Manager's decision may be based on, among other considerations,
the underlying common stock, prevailing interest rates, premiums
in the market for similar interests, historical premiums, time
remaining for the conversion, and the income differential between
the dividend rate on the common stock and the rate on the issue
being evaluated.
The Value Equity Portfolio may invest up to 10% of the value of
its total assets which are invested in equity-based securities in
dollar-denominated ADRs which are publicly traded in the United
States on exchanges of over-the-counter and are issued by
domestic banks.
The assets of the Value Equity Portfolio may change, however,
when, in the judgment of the Investment Manager, business or
financial conditions warrant. In such event, the Value Equity
Portfolio may take a temporary defensive position and invest
without limitation in cash or cash equivalents. Cash equivalents
are short term interest bearing instruments of the type permitted
to be held by the Short-Term Income Fund.
Because the Value Equity Portfolio will participate in the
equity market, it may provide greater potential for capital
appreciation and growth of current income over the long term than
the Long-Intermediate Fixed Income Portfolio, the Short-
Intermediate Fixed Income Portfolio or the Short-Term Income
Fund. However, the Value Equity Portfolio also may have a more
volatile Unit value and lower current yield than these other
Portfolios. Since securities in the Value Equity Portfolio will
be selected primarily on the basis of their capital appreciation
potential, it may also provide greater growth of capital
(excluding reinvested income) than the Balanced Portfolio, while
the Balanced Portfolio will have a higher level of current income
to be reinvested than the Value Equity Portfolio.
The Balanced Portfolio
The objective of the Balanced Portfolio is to increase retirement
funds through a balance of current income and long term growth of
capital. Investment emphasis will be on common stocks and fixed
income securities, primarily preferred stock of United States
corporations and debt securities, such as bonds, notes, and
debentures of United States corporations and those issued or
guaranteed by the United States Government, its agencies or
instrumentalities. Debt obligations issued or guaranteed by the
United States Government, its agencies or instrumentalities
provide greater safety of principal but also generally provide
lower current income than debt obligations of corporations. The
Balanced Portfolio may invest in debt securities issued or
guaranteed by the United States Government, its agencies or
instrumentalities without limitation on amount. The Balanced
Portfolio will invest in debt securities of United States
corporations only if they carry a rating of at least "A" from
Standard & Poor's Corporation, Moody's Investors Service, Inc. or
other industry-recognized rating agencies. See "Appendix" for an
explanation of the ratings. At times the Balanced Portfolio also
may hold debt securities and preferred stocks which are
convertible into common stock. Under normal circumstances, at
least 25% of the value of the total assets of the Balanced
Portfolio will be invested in fixed income securities. When
market conditions dictate a more defensive investment strategy,
part of the Balanced Portfolio may be held without limitation on
amount in cash or cash equivalents on a temporary basis. Cash
equivalents are short term interest bearing instruments of the
type permitted to be held by the Short-Term Income Fund.
Investments in equity-based securities will be based on criteria
similar to those utilized by the Value Equity Portfolio in
selecting equity-based securities. A particular equity-based
security may be more appropriate for the Value Equity Portfolio
than for the Balanced Portfolio, or vice versa, when such factors
as current yield and expected earnings and dividend growth are
considered. In addition, the Balanced Portfolio will generally
hold securities which have a higher dividend payout ratio than
securities held in the Value Equity Portfolio and securities
which are traded on the New York Stock Exchange or other listed
exchanges. The growth rate and market volatility of securities
held in the Balanced Portfolio will generally be lower than those
held in the Value Equity Portfolio because the Balanced Portfolio
emphasizes more stable growth companies.
The Balanced Portfolio may invest up to 10% of the value of its
total assets which are invested in equity-based securities in
dollar-denominated ADRs which are publicly traded in the United
States on exchanges of over-the-counter and are issued by
domestic banks.
As with the Value Equity Portfolio, the Balanced Portfolio's
investments in equity-based securities may provide greater
potential for capital appreciation and growth of current income
than the other fixed income Portfolios. The Balanced Portfolio
also may have a more volatile Unit value and lower current yield
than these other Portfolios. Although the Balanced Portfolio's
total return will be achieved through more moderate growth of
capital than the Value Equity Portfolio, it may have in that
total return a higher level of current income to be reinvested
than the Value Equity Portfolio. Market conditions may from time
to time dictate divergences from the guidelines used to obtain
the investment objectives of the Balanced Portfolio, because
growth conditions, market conditions and dividend payout ratios
of securities may change. The percentage of equity-based to
fixed income securities in the Balanced Portfolio thus may vary
in response to such changes.
The Long-Intermediate Fixed Income Portfolio
The investment objective of the Long-Intermediate Fixed Income
Portfolio is to obtain increased income and capital appreciation
for retirement assets by investing in high grade long and
intermediate term fixed income instruments, including corporate
bonds and government fixed income obligations and mortgage-
backed securities with maturities generally of five to thirty
years. Under normal circumstances, at least 65% of the value of
the total assets of the Long-Intermediate Fixed Income Portfolio
will be invested in intermediate and long term fixed income
securities. The average maturity of securities in the Long-
Intermediate Fixed Income Portfolio will be based primarily upon
the Investment Manager's expectations for the future course in
interest rates and the then prevailing price and yield levels in
the fixed income market. The dollar weighted average effective
maturity of the securities in the Portfolio will generally be
between 7 and 12 years. The Investment Manager will invest the
assets in fixed income securities that are rated at least "A" by
Standard & Poor's Corporation, Moody's Investors Service, Inc. or
other industry-recognized rating agencies. See "Appendix" for an
explanation of the ratings.
The Portfolio may investment in corporate bonds. There is the
risk that some corporate bonds might be called by the issuer if
the bond interest rate is higher than currently prevailing
interest rates.
The Long-Intermediate Fixed Income Portfolio may invest part of
its assets in mortgage-related securities represented by pools of
mortgage loans assembled for sale to investors by various
governmental agencies such as the Government National Mortgage
Association ("GNMA") and government-related organizations such as
the Federal National Mortgage Association ("FNMA") and the
Federal Home Loan Mortgage Corporation ("FHLMC"). If the Long-
Intermediate Fixed Income Portfolio purchases a mortgage-related
security at a premium, all or part of the premium may be lost if
there is a decline in the market value of the security, whether
resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing
securities, the price of such securities is universally affected
by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise,
the converse is not necessarily true, since in periods of
declining interest rates the mortgages underlying the securities
are more likely to prepay. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by
unscheduled prepayments on the underlying mortgages and,
therefore, it is not possible to predict accurately the
security's return to the Portfolio. In addition, regular
payments received in respect of mortgage-related securities
include both principal and interest. No assurance can be given
as to the return the Long-Intermediate Fixed Income Portfolio
will receive when these amounts are reinvested. Prepayments
generally will be reinvested at lower rates.
The Long-Intermediate Fixed Income Portfolio may also invest in
collateralized mortgage obligations ("CMOs") which are debt
obligations collateralized by mortgage loans or mortgage pass-
through securities. Typically, CMOs are collateralized by GNMA,
FNMA or FHLMC certificates, but also may be collateralized by
whole loans or private mortgage pass-through securities (such
collateral collectively hereinafter referred to as "Mortgage
Assets"). Payments of principal and interest on the Mortgage
Assets, and any reinvestment income thereon, provide the funds to
pay the debt service on the CMOs. CMOs may be issued by agencies
or instrumentalities of the United States Government, or private
originators of, or investors in, mortgage loans, including
savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the
foregoing.
In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMOs, often referred to as a "tranche,"
is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal
prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or
final distribution dates. Interest is paid or accrued on all
classes of CMOs, on a monthly, quarterly or semiannual basis.
The principal of and interest on the Mortgage Assets may be
allocated among the several classes of a series of a CMO in
innumerable ways. In a common structure, payments of principal,
including any principal prepayments, on the Mortgage Assets are
applied to the classes of the series of a CMO in the order of
their respective stated maturities or final distribution dates,
so that no payment of principal will be made on any class of CMOs
until all other classes having an earlier stated maturity or
final distribution date have been paid in full.
The staff of the Securities and Exchange Commission has
determined that certain issuers of CMOs may be investment
companies for purposes of Section 12(d) of the Investment Company
Act of 1940. The Trust will not invest more than 10% of its
total assets in securities issued by issuers considered to be
investment companies or more than 5% of its assets in securities
issued by any single such entity, and will not acquire more than
3% of the voting securities of any single such entity. These
limitations will not materially inhibit the Long-Intermediate
Fixed Income Portfolio's ability to achieve its investment
objective as no more than 15% of the Long-Intermediate Fixed
Income Portfolio's total assets will be invested in CMOs, subject
to the Trust's overall investment restrictions.
The automatic reinvestment of interest income is expected to be
the primary basis for growth in a Unitholder's investment in the
Long-Intermediate Fixed Income Portfolio. The Long-Intermediate
Fixed Income Portfolio also will attempt to take advantage of
undervalued sectors while selling fixed income securities in
overvalued sectors. However, since investments will normally
consist of fixed income securities and mortgage-related
securities, the ability to achieve capital appreciation is
limited. Should the Investment Manager deem it appropriate for
defensive reasons, the maturity schedule may be temporarily
shortened to reduce risks and take advantage of market
opportunities. The value of the securities held in the Long-
Intermediate Fixed Income Portfolio will generally vary inversely
to changes in prevailing interest rates. The value of these
securities also may be affected by general market and economic
conditions and by the credit-worthiness of the issuer.
Whenever, in the judgment of the Investment Manager, there
is a high probability that there will be a decline in the fixed
income securities market, the Long-Intermediate Fixed Income
Portfolio may invest without limit in cash or cash equivalents as
a temporary defensive strategy.
The Short-Intermediate Fixed Income Portfolio
The objective of the Short-Intermediate Fixed Income Portfolio is
to obtain interest income and capital appreciation for retirement
assets by investing in high grade short and intermediate term
fixed income instruments, including corporate and government
fixed income obligations and mortgage-backed securities with
maturities generally of one to five years. Under normal
circumstances, at least 65% of the value of the total assets of
the Short-Intermediate Fixed Income Portfolio will be invested in
short and intermediate term fixed income securities. The average
maturity of securities in the Short-Intermediate Fixed Income
Portfolio will be based primarily upon the Investment Manager's
expectations for the future course in interest rates and the then
prevailing price and yield levels in the fixed income market.
The dollar weighted average effective maturity of the securities
in the Portfolio will generally be between 2 and 5 years. The
Investment Manager will invest the assets in fixed income
securities that are rated at least "A" by Standard & Poor's
Corporation, Moody's Investors Service, Inc. or other
industry-recognized rating agencies. See "Appendix" for an
explanation of the ratings.
The Portfolio may invest in corporate bonds. There is the risk
that some corporate bonds might be called by the issuer if the bond
interest rate is higher than currently prevailing interest rates.
The Short-Intermediate Fixed Income Portfolio may invest part of
its assets in mortgage-related securities represented by pools of
mortgage loans assembled for sale to investors by various
governmental agencies such as the Government National Mortgage
Association ("GNMA") and government-related organizations such as
the Federal National Mortgage Association ("FNMA") and the
Federal Home Loan Mortgage Corporation ("FHLMC"). If the
Short-Intermediate Fixed Income Portfolio purchases a
mortgage-related security at a premium, all or Part of the
premium may be lost if there is a decline in the market value of
the security, whether resulting from changes in interest rates or
prepayments in the underlying mortgage collateral. As with other
interest-bearing securities, the price of such securities is
universally affected by changes in interest rates. However,
though the value of a mortgage-related security may decline when
interest rates rise, the converse is not necessarily true, since
in periods of declining interest rates the mortgages underlying
the securities are more likely to prepay. For this and other
reasons, a mortgage-related security's stated maturity may be
shortened by unscheduled prepayments on the underlying mortgage
and, therefore, it is not possible to predict accurately the
security's return to the Short-Intermediate Fixed Income
Portfolio. In addition, regular payments received in respect of
mortgage-related securities include both principal and interest.
No assurance can be given as to the return the Short-Intermediate
Fixed Income Portfolio will receive when these amounts are
reinvested.
The Short-Term Intermediate Fixed Income Portfolio also may
invest in collateralized mortgage obligations ("CMOs") which are
debt obligations collateralized by mortgage loans or mortgage
pass-through securities. Typically, CMO's are collateralized by
GNMA, FNMA, or FHLMC certificates, but also may be collateralized
by whole loans or private mortgage pass-through securities (such
collateral collectively hereinafter referred to as "Mortgage
Assets"). Payments of principal and interest on the Mortgage
Assets, and any reinvestment income thereon, provide the funds to
pay the debt service on the CMOs. CMOs may be issued by agencies
or instrumentalities of the United States Government, or private
originators of, or investors in, mortgage loans, including
savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the
foregoing.
In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMO's, often referred to as a "tranche,"
is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal
prepayments on the Mortgage Assets may cause the CMO's to be
retired substantially earlier than their stated maturities or
final distribution dates. Interest is paid or accrued on all
classes of CMOs, on a monthly, quarterly or semiannual basis.
The principal of and interest on the Mortgage Assets may be
allocated among the several classes of a series of a CMO in
innumerable ways. In a common structure, payments of principal,
including any principal prepayments, on the Mortgage Assets are
applied to the classes of the series of a CMO in the order of
their respective stated maturities or final distribution dates,
so that no payment of principal will be made on any class of
CMO's until all other classes having an earlier stated maturity
or final distribution date have been paid in full.
It is anticipated that the Short-Intermediate Fixed Income
Portfolio will invest a smaller part of its net assets in
mortgage-related securities than the Long-Intermediate Fixed
Income Portfolio as there are fewer of such securities in the
short to intermediate term maturity range.
The staff of the Securities and Exchange Commission has
determined that certain issuers of CMOs may be investment
companies for purposes of Section 12(d) of the Investment Company
Act of 1940. The Trust will not invest more than 10% of its
total assets in securities issued by issuers considered to be
investment companies or more than 5% of its assets in securities
issued by any single such entity, and will not acquire more than
3% of the voting securities of any single such entity. These
limitations will not materially inhibit the Short-Intermediate
Fixed Income Portfolio's ability to achieve its investment
objective as no more than 15% of the Short-Intermediate Fixed
Income Portfolio's total assets will be invested in CMOs, subject
to the Trust's overall investment restrictions.
The automatic reinvestment of interest income is expected to be
the primary basis for growth in a Unitholder's investment in the
Short-Intermediate Fixed Income Portfolio. The
Short-Intermediate Fixed Income Portfolio also will attempt to
take advantage of undervalued sectors while selling bonds in
overvalued sectors. However, since investments will normally
consist of fixed income securities and mortgage-related
securities, the ability to achieve capital appreciation is
limited. The value of the securities held in the Short-
Intermediate Fixed Income Portfolio will generally vary inversely
with changes in prevailing interest rates. The value of these
securities also may be affected by general market and economic
conditions and by the credit-worthiness of the issuer.
Whenever, in the judgment of the Investment Manager, there is a
high probability that there will be a decline in the fixed income
securities market, the Short-Intermediate Fixed Income Portfolio
may invest without limit in cash or cash equivalents as a
temporary defensive strategy.
Short-Term Income Fund
The objective of the Short-Term Income Fund is to increase
retirement funds by providing a high level of current income with
equal emphasis on stability and liquidity of principal. The
instruments in the Short-Term Income Fund will have a stated
maturity of one year or less. Investments will be limited to
United States dollar denominated instruments which the Investment
Manager has determined to have minimal credit risk and that are
rated, in the case of fixed income securities, at least "A" by
Standard & Poor's Corporation, Moody's Investors Service, Inc. or
other industry-recognized rating agencies and, in the case of
commercial paper, at least "A-1" by Standard & Poor's Corporation
and "Prime-1" by Moody's Investors Service, Inc. See "Appendix"
for an explanation of the ratings. The yield of the Short-Term
Income Fund will rise or fall with changes in prevailing money
market interest rates. The Short-Term Income Fund will not
attempt to maintain a stable or constant net asset value.
Investments of the Short-Term Income Fund will include the
following instruments:
- Obligations issued by or guaranteed by the United States
Government and its agencies or instrumentalities. United States
Government obligations are bills, notes, bonds and other debt
securities issued by the Treasury which are direct obligations of
the United States Government and differ primarily in length of
their maturity. These obligations are backed by the full faith
and credit of the United States. Agency or instrumentality
obligations are not direct obligations of the Treasury. They
include notes, bonds and discount notes of United States
Government agencies or instrumentalities. These obligations may
or may not be backed by the full faith and credit of the United
States. In the case of securities not backed by the full faith
and credit of the United States, the Trust must look principally
to the agency issuing or guaranteeing the obligation for ultimate
repayment and may not be able to assert a claim against the
United States itself in the event the agency or instrumentality
does not meet its commitments. Securities that are not backed by
the full faith and credit of the United States include, but are
not limited to, obligations of the Tennessee Valley Authority,
FNMA, and the United States Postal Service, each of which has the
authority to borrow from the United States Treasury to meet its
obligations, and obligations of the Federal Farm Credit System
and the Federal Home Loan Banks, both of whose obligations may be
satisfied only by the individual credits of each issuing agency.
Securities which are backed by the full faith and credit of the
United States include obligations of GNMA, the Farmers Home
Administration and the Export-Import Bank.
- Certificates of deposit which are short term, interest
bearing certificates issued by domestic branches of United States
banks. These are certificates issued against funds on deposit in
a bank earning a specific rate of return for a set period of
time.
- Bankers acceptances of United States banks, which are drafts
or bills of exchange "accepted" by a bank or trust company as an
obligation to pay at maturity.
- Commercial paper issued by United States corporations; that
is, unsecured promissory notes issued to finance short-term
credit requirements except for 4(2) paper.
- Corporate bonds and notes issued by United States
corporations, which are obligations of the issuing company to
repay a set amount of money on a specific date and to pay
interest at a definite rate to maturity.
- Interest bearing demand deposit accounts of United States
banks, including those of the Custodial Trustee.
The Short-Term Income Fund, like the Long-Intermediate Fixed
Income Portfolio and the Short-Intermediate Fixed Income
Portfolio, should provide greater stability of Unit value than
the International Value Equity Portfolio, the Growth Equity
Portfolio, the Value Equity Portfolio, and the Balanced
Portfolio, but also will have minimal potential for appreciation
in value and growth of current income over the long term.
Special Risk Considerations
Monies invested in the Portfolios are subject to certain risks.
Since each of the Portfolios will invest in different types of
securities in accordance with their investment objectives and
policies, the risks of participating in the Trust will vary
depending on the Portfolio or Portfolios chosen. Before
selecting a Portfolio or Portfolios for investment of retirement
assets of Retirement Plans, a Participant should assess the risks
associated with the types of investments made by each Portfolio.
The value of interest bearing securities held in the Balanced
Portfolio, the Long-Intermediate Fixed Income Portfolio and the
Short-Intermediate Fixed Income Portfolio and the Short-Term
Income Fund will generally vary inversely with changes in
prevailing interest rates, while the value of equity-based
securities held in the Value Equity Portfolio, the Growth Equity
Portfolio and the Balanced Portfolio will fluctuate as the stock
market fluctuates.
Investing in securities issued by foreign corporations or
entities (including through ADR's), involves considerations and
possible risks not typically associated with investing in
obligations issued by domestic corporations. The values of
foreign investments are affected by changes in currency rates,
exchange control regulations, application of foreign tax laws,
including withholding taxes, changes in governmental
administration or economic or monetary policy (in the United
States or abroad) or changed circumstances in dealings between
nations. Costs may be incurred in connection with conversions
between various currencies.
Dividends and Distributions
The Trust does not intend to declare or pay dividends from its
net investment income or to make distributions of any gains
realized from sales of portfolio securities. Income on, and
gains realized from the sale of, portfolio securities of each
Portfolio will be added to the total asset value of such
Portfolio and losses realized from the sale of Portfolio
securities of each Portfolio will be subtracted from the total
asset value of such Portfolio. In contrast, most investment
companies must distribute income and gains annually to
shareholders.
INVESTMENT RESTRICTIONS
The following restrictions and fundamental policies cannot be
changed for any Portfolio without the approval of Participating
Trusts holding a majority of the outstanding Units of that
Portfolio. Absent such approval, the Trust may not:
(a) Purchase securities of any issuer (except securities issued
or guaranteed as to principal or interest by the United States
Government, its agencies and instrumentalities) if as a result
more than 5% of the value of the total assets of any Portfolio
would be invested in the securities of such issuer or all
Portfolios together would own more than 10% of the outstanding
voting securities of such issuer; for purposes of this
limitation, identification of the "issuer" will be based on a
determination of the source of assets and revenues committed to
paying dividends or meeting interest and principal payments on
each security;
(b) Pledge, mortgage or hypothecate the assets of any Portfolio;
(c) Make loans to other persons, except that a Portfolio may
make time or demand deposits with banks, provided that time or
demand deposits shall not have an aggregate value in excess of
10% of a Portfolio's total assets, and may purchase bonds,
debentures or similar obligations that are publicly distributed;
(d) Purchase or sell commodities or commodity contracts or
futures contracts;
(e) Purchase any securities for any Portfolio that would cause
25% or more of the value of the Portfolio's total assets at the
time of such purchase to be invested in the securities of one or
more issuers conducting their principal activities in the same
industry, provided that there is no limitation with respect to
investments in obligations issued or guaranteed by the United
States Government, its agencies and instrumentalities or, with
respect to the Short-Term Income Fund, obligations of domestic
branches of United States banks; or
(f) Invest the assets of any Portfolio in securities that are
not readily marketable.
If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting
from a change in values of assets will not constitute a violation
of that restriction.
Additional investment restrictions are set forth in the Statement
of Additional Information.
REDEMPTIONS
All or a portion of the Units held in a Portfolio can be redeemed
(withdrawn) upon tender to the Association. Redemptions may be
effected by delivering written instructions to the Association,
6230 Claremont Avenue, Oakland, CA 94618 at least one business
day prior to any Valuation Date.
The redemption price will be the net asset value per Unit on the
Valuation Date next determined following receipt by the
Association of a Participating Trust's satisfactorily completed
instructions for a redemption (the "redemption Valuation Date").
See "Valuation of Units." The value of a Unit upon redemption may
be more or less than the value when purchased, depending upon the
net asset value of the Portfolio at the time of the redemption.
Redemptions are subject to determination that the redemption
instructions are properly completed, including specification as
to the number of Units or dollar amounts to be redeemed, the
specific Portfolio or Portfolios from which the Units or dollar
amounts are to be withdrawn, the completion of distribution
documents, if applicable, specification of the Retirement Plan
requesting the redemption, and execution of the redemption
instructions by the Plan Trustee or Participant, as the case may
be.
While payment for Units redeemed normally will be made in cash,
if conditions exist making payment in cash undesirable, the
Custodial Trustee may make payment for the Units redeemed wholly
or partly in securities or other property of the Portfolio,
provided that all distributions made as of any one Valuation Date
shall be made pro rata and on the same basis. In the event
payment for Units redeemed is made wholly or partly in securities
or other property of the Portfolio, the Trust may elect to be
governed by Rule 18f-1 under the Investment Company Act, in which
event the Trust shall commit itself to pay in cash all requests
for redemption by any Participating Trust during any 90-day
period to the lesser of (i) $250,000 or (ii) 1% of the net asset
value of the Trust at the beginning of such period. The
securities will be valued as described in "Valuation of Units"
below. Participating Trusts will incur brokerage commissions in
selling the securities received in kind.
Seventy five percent (75%) of the payment for Units redeemed will
be made to the Plan Trustee or Participant, as the case may be,
no more than seven business days after the redemption Valuation
Date. The balance of the redemption price will be disbursed
promptly after the Units value calculation by the Administrator,
which is usually within 15 days of the redemption Valuation Date.
The payment of the redemption price may be delayed or the right
of redemption suspended at a time when (i) trading on the New
York Stock Exchange is restricted or the Exchange is closed, for
other than customary weekends and holidays, (ii) an emergency, as
defined by rules of the Securities and Exchange Commission,
exists making disposal of Portfolio securities or determination
of the value of the net assets of the Portfolio not reasonably
practicable, (iii) the Securities and Exchange Commission has by
order permitted such suspension or (iv) bank holidays.
If at any time a Participating Trust ceases to be eligible for
investment in the Trust, the Custodial Trustee will redeem all
Units of such Participating Trust at the net asset value on the
Valuation Date next determined after the Custodial Trustee is
apprised of such disqualification. Payment for Units redeemed by
the Custodial Trustee upon disqualification will be made in the
same manner as described above for payment for Units redeemed
upon request.
EXCHANGES
Units in any Portfolio may be exchanged without cost for Units in
any other Portfolio as of any Valuation Date, thus effecting
transfer of all or a portion of the retirement assets of a
Retirement Plan from one Portfolio to another. Exchanges may be
effected by delivering written instructions to the Association,
6230 Claremont Avenue, Oakland, CA 94618, at least one business
day prior to such Valuation Date.
Any exchange will be based on the respective net asset value of
the Units involved on the Valuation Date next determined after
receipt by the Association of a Participating Trust's
satisfactorily completed instructions for an exchange.
Instructions for an exchange include specification as to the
number of Units or dollar amounts to be exchanged, the specific
Portfolio or Portfolios from and to which the Units or dollar
amounts are to be exchanged, specification of the Retirement Plan
requesting the exchange, and execution of the exchange instruc-
tions by the Plan Trustee or Participant, as the case may be.
VALUATION OF UNITS
Net asset value per Unit for each Portfolio is determined by
dividing the total value of the Portfolio's assets, less any
liabilities, including the fees payable to the Custodial Trustee,
the Investment Managers and the Association for advisory,
administrative and other services, by the number of outstanding
Units. Each portfolio is charged with the liabilities in respect
to such Portfolio, and with a share of the general liabilities of
the Trust proportionate to the net asset value of such Portfolio.
The Custodial Trustee determines the total value of the assets of
the Portfolios as of each Valuation Date and submits the
resulting Statement of Accounts for each Portfolio to the
Association. The Association determines the accrued expenses for
each Portfolio and the Trust as of each Valuation Date. The
Association then calculates the net asset value of each Portfolio
by reducing the total value of the assets of such Portfolio as
set forth in the Statement of Accounts by the accrued expenses
for such Portfolio. The Custodial Trustee is not responsible for
determining the Unit value.
The Custodial Trustee determines the value of the assets held in
each Portfolio as of 10:00 a.m., San Francisco, California, time
(or at such other time as may be determined by the Supervisory
Committee) on each Valuation Date. For more details on how the
Trust values securities, see "Valuation of Units" in the
Statement of Additional Information.
PERFORMANCE
From time to time each of the Portfolios may advertise their
total return. These return figures will be determined according
to a formula prescribed by the Securities and Exchange
Commission.
Total return is calculated based upon the difference between the
net asset value of a Unit at the beginning of a period and its
net asset value at the end of the period. The result may be
expressed as an average annual compounded rate of return achieved
during the period quoted, which is the yearly rate of return
that, when applied evenly to each annual period during the period
quoted and compounded, would produce the return for the period
quoted. Alternatively, the result may be expressed as the
cumulative rate of return for the entire period. Unlike a yield
or effective yield quotation, total return reflects the effect of
all capital changes in net asset value.
Performance quotations are based on historical results and should
not be considered as representative of future performance, which
will vary based upon expenses and income of the Portfolios and
changes in the values of their holdings. These factors and
possible differences in methods used to quote performance should
be considered when comparing performance quotations for the
Portfolios with quotations published by other investment
companies or other investment products.
INVESTMENT MANAGEMENT AND ADMINISTRATION ARRANGEMENTS
The Supervisory Committee
The business and affairs of the Trust are managed under the
direction of the Supervisory Committee. The Supervisory
Committee performs duties and undertakes responsibilities similar
to those of a board of directors or board of trustees of an
investment company.
The Custodial Trustee
Subject to the supervision and direction of the Supervisory
Committee, the Custodial Trustee provides custodial services to
the Trust, including maintaining physical possession or control
of the assets of the Portfolios, collecting and receiving income
on the assets of the Portfolios, calculating the total asset
value of each Portfolio as of each Valuation Date, and paying
certain expenses of the Trust. The Trust has no transfer agent
or dividend-paying agent. If the Trust requires these or similar
services, they will be provided by the Custodial Trustee.
As compensation for its services as Custodial Trustee under the
Trust, the Custodial Trustee is paid a quarterly fee at the
annual rate of .07 of 1% of the first $20,000,000 of the
aggregate fair market value of the assets of the combined
Portfolios, .05 of 1% of the aggregate fair market value of such
assets on the next $25,000,000 and .03 of 1% of the balance,
determined as of the last business day of each calendar quarter.
The Custodial Trustee is paid an additional $2,000 per account
for processing, reporting and preparing tax forms. The Custodial
Trustee is also paid for certain Unitholder transaction services.
The Custodial Trustee is a national banking association which
provides commercial banking and trust services throughout the
State of California. The offices of the Custodial Trustee are
located at 420 Montgomery Street, San Francisco, California. The
services of the Custodial Trustee are provided through its
Business Trust and Investment Services Division.
The Administrator
Under the Administrative Services Agreement, the Association
provides certain administrative and accounting services to the
Trust. Subject to the supervision and direction of the
Supervisory Committee, the Association suggests to the
Supervisory Committee the appointment of Investment Managers for
each Portfolio, performs accounting and record keeping functions
for the Participating Trusts, collects the contributions and
investment instructions received from the Participating Trusts
for forwarding to the Custodial Trustee, determines Unit values,
approves and directs allocation of the fees and expenses among
the Portfolios and the Trust, prepares and distributes
communications to the Participating Trusts and Participants, and
generally acts as liaison between the Participating Trusts and
the Custodial Trustee. The Association pays the costs of
necessary employees, office space and facilities for these
services.
As compensation for its services as Administrator, the
Association is paid a quarterly fee at the annual rate of 0.45%
of the aggregate fair market value of the assets of the combined
Portfolios, determined as of the last business day of each
calendar quarter, plus $1,000 per month.
The Association is a nonprofit organization. Its members consist
primarily of physicians practicing medicine in the State of
California.
The Investment Management Agreements
Under the Investment Management Agreements (each, an "Agreement")
between the Trust and the Investment Managers described below,
each Investment Manager, as investment adviser, manages the
investment of the assets of specified Portfolios, as set forth in
the respective Agreements, in conformity with the stated
investment objectives and policies of such Portfolios.
Information regarding the Investment Managers is as follows:
Lazard Freres Asset Management ("Lazard")'s address is 30
Rockefeller Plaza, New York, New York 10020. The Investment
Manager of the International Equity Portfolio is Lazard Freres
Asset Management, which commenced business as an investment
advisor in 1848 and managed approximately $38 billion in
investments as of December 31, 1996. John R. Reinsberg is the
Managing Director responsible for all International/Global
investments. Prior to joining Lazard Freres Asset Management in
1991, Mr. Reinsberg was an Executive Vice President in charge of
Global/International Investments at General Electric Investment
Corporation. Mr. Reinsberg has a B.A. from the University of
Pennsylvania, and an MBA from Columbia University.
Ronald J. Saba has been the Portfolio Manager/Analyst responsible
for the day-to-day management of the International Value Equity
Portfolio since 1996. Prior to joining Lazard Freres Asset
Management in 1996, Mr. Saba was a Senior Vice President,
Portfolio Manager/Analyst for Brandes Investment Partners, Inc.
Mr. Saba has a Bachelor of Commerce degree from McGill
University, and an MBA from the University of Chicago.
Lazard is responsible for the overall management of the
International Value Equity Portfolio and is paid a quarterly
investment management fee for its services to such Portfolio at
the annual rate of 1.0% of the aggregate fair market value of the
first $1,000,000 of the average monthly assets of such Portfolio
and 3/4 of 1.0% of such assets in excess of $1,000,000,
determined as of the last business day of each month.
The Burridge Group LLC ("Burridge")'s address is 115 South
LaSalle Street, Chicago, Illinois 60603. The Burridge Group LLC,
is the Investment Manager of the Growth Equity Portfolio.
Burridge LLC is the successor to Burridge Inc, which commenced
business as an investment adviser in 1986 and managed
approximately $1.3 billion in investments as of December 31,
1996.
Burridge LLC is the investment adviser for Burridge Capital
Development Fund, a registered investment company. Burridge LLC
is indirectly majority owned by Affiliated Managers Group, Inc.
("AMG"), a private holding company which invests in mid-sized
investment management firms. AMG, in turn, may be deemed to be
controlled by investment funds associated with TA Associates,
Inc., a private equity firm based in Boston, Massachusetts.
Christopher Fleming, a Senior Vice President and Portfolio
Manager of Burridge LLC, has been primarily responsible for the
day-to-day management of the Growth Equity Portfolio since 1995.
Mr. Fleming joined Burridge Inc in 1994 and was an analyst and
portfolio manager with Harris Associates, L.P., from 1990 to
1994.
Burridge is responsible for overall management of the Growth
Equity Portfolio and is paid a quarterly investment management
fee for its services to such Portfolio at the annual rate of .75%
of the first $10 million of assets .625 of the next $10 million,
.50% of the next $20 million, .375% of the next $20 million and
.25% of the next $40 million. The fee on any assets in excess of
$100 million is subject to negotiation and Unitholder approval.
The fee is paid at the end of each quarter based on assets at the
beginning of the quarter. Until June 30, 1996, the fee
applicable to the first $1 million of assets was 1.00%. The fees
charged by Burridge are higher than those paid by most other
investment companies.
Towneley Capital Management, Inc. ("Towneley")'s address is 144
East 30th Street, New York, New York 10016. The Investment
Manager of the Value Equity Portfolio is Towneley Capital
Management, Inc. which commenced business as an investment
advisor in 1971 and managed approximately $900 million in
investments as of December 31, 1996. Wesley G. McCain,
Towneley's Chairman, directs the investment of the Value Equity
Portfolio in collaboration with a staff of 25 professional and
administrative personnel. Dr. McCain, who holds a doctoral
degree from Stanford University and Master's degree from Columbia
and Stanford, was formerly on the faculty of the Graduate School
of Business of Columbia University. He is also a Chartered
Financial Analyst. Dr. McCain founded Towneley in 1971 and has
managed the Value Equity Portfolio since July of 1990.
Kathy A. O'Connor, Vice President and Portfolio Manager, has been
working closely with Dr. McCain in managing the Portfolio since
1987. Ms. O'Connor, who has been an analyst and portfolio
manager with Towneley since 1987, holds a Master's degree in
Business Administration from Babson College and a Bachelor's
degree in Business from the University of Massachusetts, and is a
Chartered Financial Analyst.
Towneley is responsible for overall management of the Value
Equity Portfolio, is paid a quarterly investment management fee
for its services to such Portfolio at the annual rate of 1.0% of
the first $10,000,000, .75 of 1% of the next $10,000,000 and .55
of 1% of the balance of the average monthly assets of such
Portfolio. The asset value is determined as of the last business
day of each month. Prior to June 30, 1996, the fee was 1% of the
asset value. The fees charged by Towneley are higher than those
paid by most other investment companies.
Guardian Investment Management ("Guardian")'s address is 44
Montgomery, Suite 1300, San Francisco, California 94104. The
Investment Manager of the Balanced Portfolio is Guardian
Investment Management. The individuals charged with the
responsibility of managing the Portfolio have been Robert M.
Tomasello and Donald L. Hansen, who are partners of the firm.
Mr. Tomasello is primarily involved with equity selection of the
Portfolio while Mr. Hansen is involved with fixed income
selection. Both partners share equal responsibility for sector
weightings.
Both partners were Investment Managers from the Bank of America
prior to forming the firm in 1976. Mr. Tomasello holds a
Bachelor's degree in Finance from the University of San Francisco
and a Master's degree in Business Administration from Golden Gate
University. Mr. Hansen has his Bachelor's degree from the
University of Iowa and attended the Harvard Management Workshop.
Guardian is responsible for overall management of the Balanced
Portfolio and is paid a quarterly investment management fee for
its services to the Balanced Portfolio at the annual rate of 1.0%
of the first $250,000 of the average monthly assets of such
Portfolio and 6/10 of 1.0% of such assets in excess of $250,000,
determined as of the last business day of each month. The fees
charged by Guardian are higher than those paid by most other
investment companies.
Scudder, Stevens & Clark, Inc. ("Scudder")'s address is 41st
Floor, 101 California Street, San Francisco, California 94111.
The Investment Manager of the Long-Intermediate Fixed Income
Portfolio, the Short-Intermediate Fixed Income Portfolio and the
Short-Term Income Fund is Scudder, Stevens & Clark, Inc. Kristin
L. Bradbury has been charged with the day-to-day management of
the Portfolio. Ms. Bradbury is a Vice President and has been
associated with the firm since July of 1993. She has over 10
years of experience within the investment industry and is a
Chartered Financial Analyst.
Scudder is responsible for overall management of the Long-
Intermediate Fixed Income Portfolio, the Short-Intermediate Fixed
Income Portfolio and the Short-Term Income Fund and is paid a
quarterly investment management fee for its services to these
three Portfolios at the annual rate of 1/2 of 1% of the aggregate
fair market value of the average monthly assets in these
Portfolios, determined as of the last business day of each month.
The Investment Consultant
The Supervisory Committee has engaged PaineWebber Incorporated
("PaineWebber") as Investment Consultant to the Trust.
PaineWebber assists the Supervisory Committee in the monitoring
of Investment Manager performance. PaineWebber also educates
Participants as to the investment objectives, policies and
restrictions of each Portfolio. The Investment Consultant is
paid $72,000 annually pursuant to a Consulting Services
Agreement. This amount is reduced by one-half of the amount paid
to PaineWebber in brokerage commissions for Portfolio
transactions.
Expenses of the Trust
The Association pays: (i) all costs and expenses arising in
connection with the organization of the Trust, including the
initial registration and qualification of the Trust and the Units
under federal and state law; (ii) all marketing and advertising
expenses of the Trust; (iii) all expenses of accounting for
Participating Trusts; (iv) all costs and expenses of keeping
books and records; and (v) all costs and expenses of determining
the net asset value of the Units. The Custodial Trustee pays:
(i) all expenses of its employees, office space and facilities
necessary to carry out its duties under the Declaration of Trust;
and (ii) all expenses of valuing the assets of the Portfolios.
Each Investment Manager pays all expenses incurred by it in
connection with acting as Investment Manager, other than costs
(including taxes and brokerage commissions) of securities
purchased for the Trust.
Except for the expenses described above that have been
assumed by the Association, the Investment Managers and the
Custodial Trustee, all expenses incurred in administration of the
Trust are charged to the Trust including: (i) the Custodial
Trustee's fee, the Administrator's fee and the Investment
Managers' fees; (ii) interest charges; (iii) taxes;
(iv) brokerage commissions; (v) expenses of continuing registra-
tion and qualification of the Trust and the Units under federal
and state law; (vi) expenses of the issue and redemption of
Units; (vii) fees and disbursements of independent accountants,
consultants and legal counsel; (viii) expenses of preparing,
printing and mailing prospectuses, reports, proxies, notices and
statements sent to Participating Trusts; (ix) expenses of
meetings of Participating Trusts; (x) insurance premiums; and
(xi) nonrecurring expenses including any expenses relating to
litigation to which the Trust or the Custodial Trustee, as
trustee of the Trust, is a party. Each Portfolio's total
expenses as a percentage of average net assets are reported under
"Condensed Financial Information."
INCOME TAX INFORMATION
Tax Treatment of the Trust
In a published ruling (Revenue Ruling 81-100), the Internal
Revenue Service ruled that (i) a group trust organized for the
collective investment of the assets of Retirement Plans is exempt
from federal income taxation and (ii) the Participating Trusts in
a group trust do not lose their tax exempt status because they
participate in a group trust if the following conditions are
satisfied:
(a) The group trust is itself adopted as a part of each
Retirement Plan;
(b) The group trust instrument expressly limits participation to
IRAs and Qualified Plans;
(c) The group trust instrument prohibits that part of its corpus
or income that equitably belongs to any IRA or Qualified Plan
from being used for or diverted to any purposes other than for
the exclusive benefit of the individual or the employees,
respectively, or their beneficiaries who are entitled to benefits
under such Retirement Plan;
(d) The group trust instrument prohibits assignment by a
Participating Trust of any part of its equity or interest in the
group trust; and
(e) The group trust is created or organized in the United States
and is maintained at all times as a domestic trust in the United
States.
In order to maintain the tax-exempt status of the Trust, the
Trust provides that only Retirement Plans are eligible to invest
in the Trust. An IRA which loses its tax exemption or a
Qualified Plan which is disqualified must redeem its investment
in the Trust and may be taxed on the earnings of the Trust
attributable to such investments. The earnings of the Trust are
also taxable when a distribution is made from a Retirement Plan.
Tax Treatment of Participating Trusts
The federal income taxation of Retirement Plans involves complex
and often changing rules. For detailed information, investors
should carefully read the IRA or SIMPLE Plan Disclosure Statement
or the Qualified Plan summary plan description, and should
consult a tax advisor for personal advice. These documents may
be obtained without charge by writing to the Alameda-Contra Costa
Medical Association, 6230 Claremeont Avenue, Oakland, CA 94618,
or by calling the Association at (510) 654-5383.
OTHER INFORMATION
Description of the Units and Voting Rights
The Trust is authorized to issue an unlimited number of Units of
each Portfolio. All Units in a Portfolio are of equal value and
share equally in the earnings, profits, expenses and losses of
the Portfolio. No certificates evidencing the Units will be
issued. Units may not be transferred, except by redemption or
exchange as provided in "Redemptions" and "Exchanges" above. The
Supervisory Committee may create additional Portfolios from time
to time.
Under certain circumstances, Participating Trusts may be liable
for the obligations of the Trust. The possibility of any
Participating Trust incurring financial loss beyond its
investment in a Portfolio should be limited to circumstances in
which the Portfolio is unable to meet its obligations. The Trust
believes that the risk of any such loss is remote.
A Participating Trust exercises the voting rights of the Units
and is generally entitled to one vote for each full Unit (and a
fractional vote for each fractional Unit) outstanding on the
books of the Trust in the name of such Participating Trust or its
nominee. However, when voting on a matter which affects more
than one Portfolio, each Participating Trust exercises power
equal to the dollar value of the Units it holds. This allows
more equitable representation between Participating Trusts which
hold high dollar value Units and those which hold Units of a
Portfolio with a lower Unit value. The Units have noncumulative
voting rights, which means that the holders of more than 50% of
the Units voting in the election for members of the Supervisory
Committee can elect 100% of the members if they choose to do so.
On any matter submitted to a vote of Participating Trusts, all
Units of the Portfolios then issued, outstanding and entitled to
vote will be voted in the aggregate and not by Portfolio, except
(i) when required by the Investment Company Act, Units will be
voted by Portfolio, and (ii) when the matter affects an interest
of less than all of the Portfolios, then only Participating
Trusts that own Units of the affected Portfolio or Portfolios
will be entitled to vote. Units vote in the aggregate on such
matters as election of members of the Supervisory Committee and
by Portfolios on such matters as the approval of the Investment
Management Agreements and changing certain investment
restrictions relating to specific Portfolios.
The Trust is not required to hold annual meetings of the
Participating Trusts for the election of members of the
Supervisory Committee or otherwise. The Rules and Procedures of
the Supervisory Committee require the calling of a meeting of the
Participating Trusts when ordered by a majority of the members of
the Supervisory Committee or when requested in writing by
Participating Trusts holding 25% of the Units entitled to vote at
the meeting. The Trust has undertaken to call a meeting of the
Participating Trusts for the purpose of voting on the question of
removal of the Custodial Trustee or members of the Supervisory
Committee upon the written request of Participating Trusts
holding 10% of the Units entitled to vote at such a meeting, and
in connection with such a meeting to assist in communications
among such Participating Trusts as required by the Investment
Company Act.
Participating Trust inquiries should be in writing addressed to
the Association, 6320 Claremont Avenue, Oakland, CA 94618.
[/R]
Amendment and Termination of the Trust
The Trust's Declaration of Trust may be amended by the
Supervisory Committee and the Custodial Trustee at any time
without the approval of the Participating Trusts. No such
amendment may divert any part of a Portfolio that equitably
belongs to any Participating Trust. The Supervisory Committee
may also divide or combine the assets of any Portfolio with the
assets of another Portfolio, abolish any Portfolio, and take such
other action with respect to the Portfolios and the Trust as the
Supervisory Committee may deem desirable, subject to the
Declaration of Trust.
While the Trust has been established to continue for such time as
may be necessary to accomplish the purpose for which it was
created, at the direction of the Supervisory Committee and
subject to approval of Participating Trusts, the Custodial
Trustee may (i) sell the assets of the Trust or any Portfolio to
another trust or corporation in exchange for cash or securities
of such trust or corporation, and distribute such cash or
securities ratably among the Participating Trusts; (ii) sell and
convert into money the assets of the Trust or any Portfolio and
distribute the proceeds remaining after payment of liabilities
ratably among the Participating Trusts; or (iii) distribute all
assets of the Trust or any Portfolio in kind ratably among the
Participating Trusts. Upon completion of the distribution of the
remaining proceeds or the remaining assets of the Trust, the
Trust will terminate and the Custodial Trustee will be discharged
of any and all further liabilities and duties and the right,
title and interest of all parties will be cancelled and
discharged.
The Supervisory Committee may direct the Custodial Trustee to
terminate any Portfolio at any timeand no further admissions will
be permitted without the necessity of obtaining shareholder
approval. Upon making provision for the payment of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of such Portfolio, the Custodial Trustee shall
distribute the remaining assets of the Portfolio ratably among
the Participating Trusts owning outstanding Units of the
Portfolio.
Independent Accountants
Coopers & Lybrand L.L.P., independent accountants 333 Market
Street, San Francisco, CA 94105, have been selected as
independent auditors of the Trust. Coopers & Lybrand L.L.P. will
conduct an annual audit of each Portfolio and consult with the
Trust as to matters of accounting, regulatory filings, and
federal and state income taxation.
Additional Information
The Trust will issue to Plan Trustees or Participants, as
applicable, semiannual reports containing a list of the
securities held by the Portfolios and unaudited financial
statements, and annual reports containing a list of the
securities held by the Portfolios and audited financial
statements.
<PAGE>
For further information call PROSPECTUS
ACCMA, 6230 Claremont Avenue,
Oakland, CA 94618, at
(510) 654-5383, Monday through
Friday, 9:00 a.m. to 5:00 p.m. April 30, 1997
To move funds among
ACCMA, call (510) 654-5383,
Monday through Friday,
9:00 a.m. to 5:00 p.m.
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
<PAGE>
APPENDIX
Description of Standard & Poor's Corporation's corporate debt
ratings of A or better:
AAA -- Debt rated AAA has the highest rating assigned by Standard
& Poor's Corporation. Capacity to pay interest and repay
principal is extremely strong.
AA -- Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the highest rated issues
only in small degree.
A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.
Description of Moody's Investors Service, Inc.'s long-term debt
ratings of A or better:
Aaa -- Fixed Incomes that are rated Aaa are judged to be of the
best quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt-edged." Interest payments
are protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa -- Fixed Incomes that are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present that make the long term risks appear somewhat
larger than the Aaa securities.
A -- Fixed Incomes that are rated A possess many favorable
investment attributes and are to be considered as upper-medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment some time in the
future.
Commercial paper rated A by Standard & Poor's Corporation is
regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers l and 2
to indicate the relative degree of safety.
A-1 -- This designation indicates that the degree of safety
regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted
with a plus (+) sign designation.
A-2 -- Capacity for timely payment on issues with this
designation is satisfactory. However, the relative degree of
safety is not as high as for issues designated "A-1."
Commercial paper rated prime by Moody's Investors Service, Inc.
has the following characteristics:
Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short term debt
obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structures with moderate
reliance on debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
- Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short term debt obligations.
This will normally be evidenced by many of the characteristics
cited above but to a lesser degree. Earnings trends and coverage
ratio, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity
is maintained.
PART B
STATEMENT OF ADDITIONAL INFORMATION
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST
FOR RETIREMENT PLANS
This Statement of Additional Information is not a prospectus and
should be read only in conjunction with the Prospectus for the
Trust. This Statement of Additional Information contains certain
additional and supplemental information to that presented in the
Prospectus dated April 30, 1997, and it does not repeat all of
the information with respect to the Trust contained in the
Prospectus. A copy of the Prospectus may be obtained by writing
to Alameda-Contra Costa Medical Association, 6230 Claremont
Avenue, Oakland, CA 94618, ATTN: Jim Alexander, Program
Coordinator or by calling (510) 654-5383.
Please read and retain this Statement of Additional Information
for future reference.
April 30, 1997<PAGE>
TABLE OF CONTENTS
Page
GENERAL INFORMATION B-1
ADDITIONAL INVESTMENT RESTRICTIONS B-1
VALUATION OF UNITS B-3
MANAGEMENT OF THE TRUST B-5
THE CUSTODIAL TRUSTEE B-10
THE ADMINISTRATOR B-11
INVESTMENT MANAGERS' FEES B-11
EXPENSES OF THE TRUST B-13
PORTFOLIO TRANSACTIONS B-16
PERFORMANCE INFORMATION B-18
FINANCIAL STATEMENTS B-23
<PAGE>
GENERAL INFORMATION
The Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") is an open-
end diversified management investment company that currently
offers seven Portfolios, designated as the International Value
Equity Portfolio, the Growth Equity Portfolio, the Value Equity
Portfolio, the Balanced Portfolio, the Long-Intermediate Fixed
Income Portfolio, the Short-Intermediate Fixed Income Portfolio
and the Short-Term Income Fund, to provide diversified investment
opportunities for Qualified Plans and IRAs. The Trust may offer
at any time one or more additional Portfolios. Wells Fargo Bank,
N.A. ("Wells Fargo") is the Custodial Trustee of the Trust. The
Trust was established under a Declaration of Trust dated
February 9, 1990.
Capitalized terms used herein have the same meaning as in the
Prospectus.
ADDITIONAL INVESTMENT RESTRICTIONS
The following restrictions and fundamental policies are in
addition to those set forth in the Prospectus. They cannot be
changed for any Portfolio without the approval of Participating
Trusts holding a majority of the outstanding Units of that
Portfolio. Absent such approval, the Trust may not:
(a) Borrow money for any Portfolio except for temporary
emergency purposes and then only in an amount not exceeding 5% of
the value of the total assets of that Portfolio. Any borrowings
in any Portfolio before making investments for that Portfolio,
and interest paid on such borrowings will reduce income;
(b) Issue senior securities;
(c) Underwrite any issue of securities;
(d) Purchase or sell real estate or real estate mortgage
loans, but this shall not prevent investments in instruments
secured by real estate or interests therein or in marketable
securities of issuers that engage in real estate operations;
(e) Purchase on margin or sell short;
(f) Purchase or retain securities of an issuer if members of
the Supervisory Committee, each of whom own more than 1/2 of 1%
of such securities, together own more than 5% of the securities
of such issuer;
(g) Purchase or retain securities of any other investment
company (except in connection with a merger, consolidation,
acquisition or reorganization) if after such purchase (i) the
Trust will own more than 3% of the total outstanding voting
securities of such other investment company; or (ii) the securi-
ties of such other investment company have an aggregate value in
excess of 5% of the value of the Trust; or (iii) securities
issued by all investment companies have an aggregate value in
excess of 10% of the Trust;
(h) Invest in or sell put, call, straddle or spread options or
interests in oil, gas or other mineral exploration or development
programs; or
(i) Purchase or retain securities of foreign issuers, except
equity-based dollar-denominated American Depository Receipts
("ADR"), which are publicly traded in the United States on
exchanges or over-the-counter and are issued by domestic banks,
in an amount not exceeding 10% of the value of the total assets
of a Portfolio invested in equity-based securities (except
however the 10% of value limitation shall not apply to the
International Value Equity Portfolio); or
(j) Purchase or retain repurchase agreements or reverse
repurchase agreements.
The vote of the majority of the outstanding Units means the vote,
at a duly called annual or special meeting, (A) of 67% or more
of the Units present at such meeting, if Participating Trusts
holding more than 50% of the Units are present or represented by
proxy; or (B) of more than 50% of the Units, whichever is less.
If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting
from a change in values of assets will not constitute a violation
of that restriction.
The Trust anticipates that the annual rate of portfolio
turnover will, generally, not exceed 75% for each of the
Portfolios, other than the Value Equity Portfolio. High
portfolio turnover involves correspondingly greater transaction
costs in the form of dealer spreads or brokerage commissions and
other transaction costs that a Portfolio will bear directly.
VALUATION OF UNITS
Net asset value per Unit of each Portfolio is determined by
dividing the total value of the Portfolio's assets less any
liabilities, including the fees payable to the Custodial Trustee,
the Investment Managers and the Association for advisory,
administrative and other services, by the number of outstanding
Units. Each Portfolio is charged with the liabilities in respect
to such Portfolio, and with a share of the general liabilities of
the Trust proportionate to the net asset value of such Portfolio.
The Custodial Trustee determines the total value of the assets of
the Portfolios as of each Valuation Date and submits the
resulting Statement of Accounts for each Portfolio to the
Association. The Association determines the accrued expenses for
each Portfolio and the Trust as of each Valuation Date. The
Association then calculates the net asset value of each Portfolio
by reducing the total value of the assets of such Portfolio as
set forth in the Statement of Accounts by the accrued expenses
for such Portfolio. The Custodial Trustee is not responsible for
determining the Unit value.
The Custodial Trustee determines the value of the assets
held in each Portfolio as of 10:00 a.m., San Francisco,
California time (or at such other time as may be determined by
the Supervisory Committee) on each Valuation Date. Except for
debt securities with remaining maturities of 60 days or less,
assets for which market quotations are available are valued as
follows: (a) each listed security is valued at its closing price
obtained from the primary exchange on which the security is
listed, or, if there were no sales on that day, at its last
reported current closing price; (b) each unlisted security is
valued at the mean between the bid and asked prices on the
Valuation Date, or if there were no sales on that date, at the
closing bid on the Valuation Date. The Custodial Trustee may
rely on the bid prices and sales prices listed on recognized
securities exchanges and over-the-counter quotations reported in
newspapers in either New York or San Francisco, or on standard
financial periodicals and quotation services, or obtained from
established and reputable security dealers or upon appropriate
valuation supplied by a generally accepted pricing service. If
price quotations are unavailable, the Custodial Trustee may
ascertain fair market value using methods and procedures reviewed
and approved by the Supervisory Committee.
Obligations for which there are no readily ascertainable market
such as United States Government and agency obligations and
short-term money market instruments (such as certificate of
deposits, bankers acceptances and commercial paper) shall be
valued at their fair value on the Valuation Date on the basis of
information obtained from qualified available sources, or on the
basis of reference to the market value of similar investments.
Debt securities with remaining maturities of 60 days or less are
valued on the basis of amortized cost. Amortized cost valuation,
which may be used so long as it approximates market value,
involves valuing a security at its cost and adding or
subtracting, ratably to maturity, at discount or premium,
regardless of the impact of fluctuating interest rates on the
market value of the security.
The Trust does not declare or pay dividends with respect to the
Portfolios. Income earned on assets in a Portfolio is included
in the total value of that Portfolio's assets. Interest income
on debt securities is accrued and added to asset value monthly as
of each Valuation Date. Dividend income is recognized and added
to asset value on the ex-dividend date. In addition, gains or
losses realized from the sale of portfolio securities of a
Portfolio will be added to or subtracted from, respectively, the
asset value of such Portfolio.
<TABLE>
MANAGEMENT OF THE TRUST
Supervisory Committee and Officers
The business and affairs of the Trust are managed under the
direction of the Supervisory Committee. The Supervisory
Committee performs duties and undertakes responsibilities similar
to those of a board of directors or board of trustees of an
investment company. The members of the Supervisory Committee and
the officers of the Trust and their principal occupations for the
last five years are as follows:
<CAPTION>
Position Held Principal Occupation
Name and Address <F1> With the Trust During Past 5 Years
<S> <C> <C>
Robert E. Gwynn, MD <F2> Chairman and Physician
Chief Executive
Officer
William N. Guertin <F2> Secretary Executive Director,
the Association
L. Richard Mello <F2> Treasurer Administrator,
the Association
Michael Cohen, MD Physician
Klaus R. Dehlinger, MD <F2> Physician, retired
Bruce M. Fisher, MD Physician
William R. Forsythe, MD Physician
Albert K. Greenberg, MD Physician, retired
Robert R. Haumeder, MD Physician, retired
Richard Marchick, MD <F2> Physician, retired
Robert J. Oakes, MD Physician, retired
Richard Rihn, M.D. Physician
<FN>
<F1>
All at 6230 Claremont Avenue, Oakland, CA 94618.
<F2>
Interested person as of December 31, 1996 by virtue of being
an officer or a 5% owner of one or more of the Portfolios.
</FN>
</TABLE>
As of December 31, 1996, the members of the Supervisory Committee
and the officers of the Trust, as a group, owned 16,430 Units of
the International Value Equity Portfolio, 32,107 Units of the
Growth Equity Portfolio, 116,505 Units of the Value Equity
Portfolio, 8,870 Units of the Balanced Portfolio, 77,410 Units of
the Long-Intermediate Fixed Income Portfolio, 38,208 Units of the
Short-Intermediate Fixed Income Portfolio and 2,828 Units of the
Short-Term Income Fund. No member of the Supervisory Committee
or officer of the Trust is affiliated with the Custodial Trustee
of the Trust. There is no family relationship between any of the
members of the Supervisory Committee or the officers of the
Trust. Members of the Supervisory Committee who are not
affiliated with the Custodial Trustee or the Investment Managers
may be compensated for services to, and reimbursed for expenses
incurred as a member of, the Supervisory Committee. Currently no
compensation is paid by the Trust to any member of the
Supervisory Committee or officer of the Trust.
<TABLE>
Five Percent Owners
As of December 31, 1996, the following persons or entities owned
five percent or more of the Units of one or more Portfolios.
Unless otherwise indicated, all Units were owned of record and
beneficially.
<CAPTION>
Owner <F1> Portfolio Percentages
<S> <C> <C>
Ralph Baldzikowski Short-Term Income Fund 8.8%
Berkeley Urological Balanced 20.1%
Associates Short-Term Income Fund 6.4%
Reed Brockbank Short-Intermediate 5.7%
Fixed Income
Howard Daniel Growth Equity 5.0%
Howard Daniel, MD, APC Growth Equity 5.8%
Klaus Dehlinger International Value 9.7%
Equity
Growth Equity 7.9%
Long-Intermediate 8.4%
Fixed Income
Stanley Goodman Long-Intermediate 9.6%
Fixed Income
Roger Hoag Value Equity 5.9%
Short-Intermediate 9.8%
Fixed Income
Peyton Jacob Short-Intermediate 5.1%
Fixed Income
Ralph D. Kirk Long-Intermediate 5.5%
Fixed Income
Raymond Maas International Value 8.7%
Equity
Growth Equity 6.9%
Balanced 6.7%
Short-Intermediate 8.4%
Fixed Income
Richard Marchick International Value 7.5%
Equity
Growth Equity 7.1%
Balanced 7.3%
Short-Intermediate 7.7%
Fixed Income
Sumner Marshall Balanced 20.1%
Patricia McEveney International Value 25.3%
Equity
Growth Equity 7.5%
Long-Intermediate 9.3%
Fixed Income
North Oakland Medical Growth Equity 14.0%
Clinic
OB/GYN Fertility International Value 7.5%
Specialist Medical Equity
Group, Inc. Growth Equity 7.8%
Value Equity 11.1%
Balanced 8.8%
Long-Intermediate 6.9%
Fixed Income
Short-Intermediate 26.1%
Fixed Income
Short-Term Income Fund 6.4%
Respiratory Medical International Equity 6.1%
Group, Inc. Value Equity 6.9%
Philip Sapunor Short-Intermediate 6.6%
Fixed Income
Eugene Taylor Balanced 6.5%
E. Gregory Thomas Long-Intermediate 5.2%
Fixed Income
Bruce Thompson Growth Equity 14.0%
Ruperto R. Visaya International Value 7.6%
Equity
Growth Equity 5.8%
Visaya & Visaya, MDs, Inc International Value 7.3%
Equity
Robert Werra Short-Intermediate 19.6%
Fixed Income
Robert Werra, M.D., APC Short-Intermediate 21.2%
Fixed Income
<FN>
<F1>
All at 6230 Claremont Avenue, Oakland, CA 94618.
</FN>
</TABLE>
The Custodial Trustee
Subject to the direction of the Supervisory Committee, Wells Fargo
Bank, N.A., acts as the Custodial Trustee of the Trust pursuant to
a Declaration of Trust dated February 9, 1990 and, as such,
provides custodial services to the Trust.
The Custodial Trustee is obligated to hold and account for the
assets of the Trust in accordance with applicable laws and
regulations, including the regulations and rulings of the United
States Comptroller of the Currency relating to fiduciary powers of
national banks. In accordance with these regulations, the
Custodial Trustee will not invest, or permit the Investment
Managers to invest, the Trust's assets in stock or obligations of
or property acquired from, Wells Fargo, its affiliates or
directors, officers or employees or other persons with substantial
connections with Wells Fargo, and further, assets of the Trust will
not be sold or transferred, by loan or otherwise, to Wells Fargo or
persons connected with Wells Fargo as described above, except that
part of a Portfolio may be invested in deposits of Wells Fargo that
bear a reasonable rate of interest or in cash, without liability
with respect to such cash, as may be reasonably necessary from time
to time to be held temporarily awaiting investment and for paying
withdrawals or expenses.
For its services under the Trust, the Trustee is paid a quarterly
fee at the annual rate of .07 of 1% of the first $20,000,000 of the
aggregate fair market value of the assets of the combined
Portfolios, .05 of 1% of such assets on the next 25,000,000 and .03
of 1% of the balance, determined as of the last business day of
each calendar quarter. The Custodial Trustee is paid an additional
$2,000 per account for processing, reporting and preparing tax
forms. The Custodial Trustee is also paid for certain Unitholder
transaction services.
There are no initial or annual maintenance fees for participation
in the Trust.
The Trust has no transfer agent or dividend-paying agent. If the
Trust requires these or similar services, they will be provided by
the Custodial Trustee.
The Administrator
As compensation for its services under the Administrative Services
Agreement, the Association is paid a quarterly fee at the annual
rate of 0.45% of the aggregate fair market value of the assets of
the combined Portfolios determined as of the last business day of
each calendar quarter. The Association is paid an additional fee
of $1,000 per month. The Association has received from the Trust
fees for its services for the years ending December 31, 1994, 19945
and 1996 of $172,264, $186,479, and $209,485, respectively.
Investment Management
Under the Investment Management Agreements between each Investment
Manager and the Trust (the "Agreement"), the Investment Manager
manages the investment of the assets of each Portfolio for which it
has been appointed Investment Manager in conformity with the stated
objectives and policies of such Portfolio and the overall
investment restrictions of the Trust. The Investment Manager
supervises the Trust's investments and maintains a continuous
investment program for the Portfolio, places purchase and sale
orders and pays costs of certain clerical and administrative
services involved in managing and servicing the investments of such
Portfolio and complying with regulatory reporting requirements.
The Investment Manager also furnishes employees, office space and
facilities required for operation of the Investment Manager.
Investment Managers' Fees
Lazard Freres Asset Management has received investment management
fees for its services to the International Value Equity Portfolio
from December 1, 1995 through December 31, 1995 and for the year
ending December 31, 1996 of $236, and $9,537, respectively.
The Burridge Group LLC has received investment management fees for
its services to the Growth Equity Portfolio for the years ending
December 31, 1994, 1995, and 1996 of $22,648, 25,140, and 28,447,
respectively.
Towneley Capital Management, Inc. has received investment
management fees for its services to the Value Equity Portfolio for
the years ended December 31, 1994, 1995 and 1996 of $159,034,
$176,999, and $193,005, respectively.
Guardian Investment Management has received investment management
fees for its services to the Balanced Portfolio for the years ended
December 31, 1994, 1995 and 1996 of $16,682, $17,929, and $23,745,
respectively.
Scudder, Stevens & Clark, Inc. has received investment management
fees for its services to the Long-Intermediate Fixed Income
Portfolio for the years ended December 31, 1994, 1995 and 1996 of
$21,196, $20,475, and $24,145, respectively.
Scudder, Stevens & Clark, Inc. has received investment management
fees for its services to the Short-Intermediate Fixed Income
Portfolio for the years ended December 31, 1994, 1995 and 1996 of
$34,694, $30,205, and $27,301, respectively.
Scudder, Stevens & Clark, Inc. has received investment management
fees for its services to the Short-Term Income Fund for the years
ended December 31, 1994, 1995 and 1996 of $15,215, $13,442, and
$12,632, respectively.
The Investment Management Agreements remain in effect from
year to year, provided their continuance is approved annually
either by the vote of a majority of the outstanding Units of the
Portfolios to which the Investment Management Agreements relate or
by the Supervisory Committee, and by the vote of a majority of the
members of the Supervisory Committee who are not parties to the
Agreements or "interested persons" of a party within the meaning of
the Investment Company Act. An Investment Management Agreement may
be terminated as to any Portfolio on no more than 60 days' notice
given at any time by the Supervisory Committee, a majority of the
outstanding Units or the Investment Manager, and will terminate
automatically if it is assigned.
The investment management services of the respective Investment
Managers to the Trust are not exclusive under the terms of the
Agreements. Each Investment Manager is free to, and does, render
investment advisory services to others.
Expenses of the Trust
The Association pays: (i) all costs and expenses arising in
connection with the organization of the Trust, including the
initial registration and qualification of the Trust and the Units
under federal and state law; (ii) all marketing and advertising
expenses of the Trust; (iii) expenses of accounting for
Participating Trusts; (iv) all costs and expenses of keeping books
and records; and (v) all costs and expenses of determining the net
asset value of the Units.
The Custodial Trustee pays: (i) all expenses of its employees,
office space and facilities necessary to carry out its duties under
the Declaration of Trust; and (ii) all expenses of valuing the
assets of the Portfolios.
Each Investment Manager pays all expenses incurred by it in
connection with acting as Investment Manager, other than costs
(including taxes and brokerage commissions) of securities purchased
for the Trust. Expenses incurred by each Investment Manager in
connection with acting as Investment Manager include the costs of
statistical and research data, accounting, data processing,
bookkeeping and internal auditing services, rendering periodic and
special reports to the Supervisory Committee, and other costs
associated with providing investment research and portfolio
management.
Except for the expenses described above that have been assumed by
the Custodial Trustee, the Association or each Investment Manager,
as the case may be, all expenses incurred in the administration of
the Trust are charged to the Trusts including: (i) the Custodial
Trustee's fee, the Association's fee and the Investment Managers'
fees (discussed below); (ii) interest charges; (iii) taxes;
(iv) brokerage commissions; (v) expenses of continuing registration
and qualification of the Trust and the Units under federal and
state law; (vi) expenses of the issue and redemption of Units;
(vii) fees and disbursements of independent accountants,
consultants and legal counsel; (viii) expenses of preparing,
printing and mailing prospectuses (except the cost of printing and
mailing of Prospectuses to potential members of the Association
which is to be paid by the Association), reports, proxies, notices
and statements sent to Participating Trusts; (ix) expenses of
meetings of Participating Trusts; (x) insurance premiums; and
(xi) nonrecurring expenses including any expenses relating to
litigation to which the Trust or the Custodial Trustee as trustee
of the Trust is a party. Expenses incurred for the operation of a
particular Portfolio, including the expenses of communications to
Participating Trusts, are paid by that Portfolio. Expenses that
are general liabilities of the Trust are allocated among the
Portfolios in proportion to the net asset value of each Portfolio
at the time of allocation.
PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Supervisory Committee and
the Custodial Trustee, each Investment Manager is responsible for
the investment decisions and the placing of orders for Portfolio
transactions for specified Portfolios constituting a part of the
Trust. The policy of the Trust regarding purchases and sales of
securities for its Portfolios is that primary consideration will be
given to obtaining the most favorable price and efficient execution
of transactions. In seeking to implement the Trust's policy, the
Investment Managers will effect transactions with those brokers and
dealers who the Investment Managers believe provide the most
favorable prices and are capable of providing efficient executions.
Subject to the policy of seeking the best execution of investment
transactions at the prices most favorable to the Trust, the
Investment Managers may in circumstances in which two or more
broker-dealers are in a position to offer comparable prices and
execution, give preference to broker-dealers that have provided
general research and investment information and other services to
the Investment Managers with respect to securities appropriate for
investment by the Portfolios. These research and investment
information services are made available to the Investment Managers
for their analysis and consideration as investment advisers to the
Trust and to their other accounts. Such research and investment
information may include advice concerning the value of securities,
the advisability of purchasing or selling securities, the
availability of securities or the purchasers or sellers of
securities, and analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio
strategy and performance of accounts. Although such information is
useful, its value is not determinable and it does not necessarily
reduce expenses to the Investment Managers or reduce the management
fees payable to the Investment Managers by the Trust.
The Investment Management Agreements with each Investment Manager
stipulate that the manager can receive research services from
brokers executing transactions for the Portfolios at commissions
higher than another broker might have charged; however, such higher
commissions may not be paid unless the manager determines in good
faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or the
manager's overall responsibilities to the Portfolio. Such research
may benefit the manager's management of other clients as well as
the Trust's Portfolios.
The Trust has instructed the Investment Managers to direct all
equity transactions through PaineWebber Incorporated
("PaineWebber"), the Trust's Investment Consultant, at commissions
not greater than $.06 per share and subject to a minimum of $75 per
trade. These commissions are credited, at the rate of 50%, against
fees charged by PaineWebber for the consulting services it provides
to the Trust. PaineWebber may also furnish research services to
each Investment Manager. For the period December 1, 1995
(inception) through December 31, 1995 and for the year ended
December 31, 1996, PaineWebber was paid $132 and $2,011,
respectively, in commissions, by the International Value Equity
Portfolio. For the year ended Decembr 31, 1996, $2011 represented
90% of the payments made by the Portfolio and 2% of all payments
made to PaineWebber. For the years ended 1994, 1995 and 1996,
PaineWebber was paid $24,420, $10,245 and $5,307, respectively, by
the Growth Equity Portfolio; $183,552, $177,898 and $87,802,
respectively, by the Value Equity Portfolio; and $4,809, $2,679 and
$1,650, respectively, by the Balanced Portfolio. For the year
ended December 31, 1996, payments made by the Growth Equity
Portfolio, the Value Equity Portfolio, and the Balanced Portfolio,
represented all commissions paid by that Portfolio, and represented
5%, 91%, and 2%, respectively, of all payments made to PaineWebber.
Payments to PaineWebber were reduced as a result of lower
commission rates.
Portfolio securities may not be purchased from or sold to the
Custodial Trustee or an affiliated person (as defined in the
Investment Company Act) of the Custodial Trustee except as may be
permitted by the Securities and Exchange Commission and subject to
the rules and regulations of the Comptroller of the Currency.
Certain investments may be appropriate for the Trust and also for
other clients advised by the Investment Managers. Investment
decisions for the Trust and other clients are made with a view to
achieving their respective investment objectives and after
consideration of such factors as their current holdings,
availability of cash for investment and the size of their
investments generally. Frequently, a particular security may be
bought or sold for one or more clients in different amounts. In
such event, and to the extent permitted by applicable law and
regulations, such transactions will be allocated among the clients
in a manner believed to be equitable to each. Ordinarily, such
allocation will be made on the basis of the weighted average price
of such transactions effected during a trading day, and if all
orders for the same security could be only partially executed
during a trading day, then securities will be allocated
proportionately on the basis of the sizes of the orders.
PERFORMANCE INFORMATION
All performance information included in any advertising by the
Portfolios is historical and is not intended to indicate future
returns. A Portfolio's Unit price and total return fluctuate in
response to market conditions and other factors, and the value of a
Portfolio's Units when redeemed or exchanged may be more or less
than their original cost.
Average annual total return is computed by determining the growth
or decline in the value of a hypothetical $1,000 investment in a
Portfolio over a stated period of time, then calculating the
average annual compounded percentage rate which would give the same
ending value as if the growth or decline had been constant over the
period. Stated mathematically:
n
P(1+T) = ERV
where P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period at the
end of the same period
<TABLE>
The net asset value of certain Portfolios have been restated to
reflect a unit split in accordance with the following ratios: Value
Equity Portfolio - 12.3862 to 1; Balanced Portfolio - 4.8470 to 1;
Long-Intermediate Fixed Income Portfolio - 5.5382 to 1; Short-
Intermediate Fixed Income Portfolio - 2.0957 to 1; Short-Term
Income Fund - 4.4817 to 1. The average annual total returns for
the International Value Equity Portfolio, Growth Equity Portfolio,
the Value Equity Portfolio, the Balanced Portfolio, the Long-
Intermediate Fixed Income Portfolio, and the Short-Intermediate
Fixed Income Portfolio and the Short-Term Income Fund are as
follows:
<CAPTION>
International Value
Equity
<S> <C> <C>
One Year Two Years <F3>
Net asset value:
Beginning of $10.09 $10.00
period
End of period $11.19 $11.19
Percentage change 10.90% 11.90%
in net asset
value
Average Annual 10.90% 10.97%
Total Return
Ending value of $1,109.00 $1,118.98
hypothetical
$1,000 investment
<FN>
<F3>
Two year figures for the International Value Equity Portfolio
reflect performance from December 1, 1995 (inception) through
December 31, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Growth Equity
<S> <C> <C>
One Year Five Years <F4>
Net asset value:
Beginning of $14.27 $10.00
period
End of period $16.70 $16.70
Percentage change 17.03% 67.00%
in net asset
value
Average Annual 17.03% 12.82%
Total Return
Ending value of $1,170.30 $1,669.71
hypothetical
$1,000 investment
<FN>
<F4>
Five year figures for the Growth Equity Portfolio reflect
performance from October 1, 1992 (inception) through December 31,
1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Value Equity
<S> <C> <C> <C>
One Year Five Years Seven Years <F5>
Net asset value:
Beginning of $9.62 $5.94 $5.09
period
End of period $11.34 $11.34 $11.34
Percentage change 17.88% 90.91% 122.79%
in net asset
value
Average Annual 17.88% 13.81% 13.29%
Total Return
Ending value of $1,178.80 $1,909.42 $2,294.45
hypothetical
$1,000 investment
<FN>
<F5>
Seven year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Balanced
<S> <C> <C> <C>
One Year Five Years Seven Years <F6>
Net asset value:
Beginning of $9.47 $6.70 $5.96
period
End of period $10.87 $10.87 $10.87
Percentage change 14.78% 62.24% 82.38%
in net asset
value
Average Annual 14.78% 10.16% 9.81%
Total Return
Ending value of $1,147.80 $1,622.26 $1,823.56
hypothetical
$1,000 investment
<FN>
<F6>
Seven year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Long-Intermediate Fixed Income
<S> <C> <C> <C>
One Year Five Year Seven Years <F6>
Net asset value:
Beginning of $10.27 $7.89 $6.57
period
End of period $10.43 $10.43 $10.43
Percentage change 1.56% 32.36% 58.75%
in net asset
value
Average Annual 1.56% 5.77% 7.46%
Total Return
Ending value of $1,015.60 $1,321.89 $1,587.10
hypothetical
$1,000 investment
<FN>
<F6>
Seven year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Short-Intermediate Fixed Income
<S> <C> <C> <C>
One Year Five Years Seven Years <F6>
Net asset value:
Beginning of $9.97 $8.18 $7.06
period
End of period $10.29 $10.29 $10.29
Percentage change $3.21% 25.79% 45.75%
in net asset
value
Average Annual 3.21% 4.70% 6.04%
Total Return
Ending value of $1,032.10 $1,258.15 $1,457.19
hypothetical
$1,000 investment
<FN>
<F6>
Seven year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1996.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Short-Term Income Fund
<S> <C> <C> <C>
One Year Five Years Seven Years <F6>
Net asset value:
Beginning of $9.82 $8.63 $7.97
period
End of period $10.20 $10.20 $10.20
Percentage change $3.87% 18.19% 27.98%
in net asset
value
Average Annual 3.87% 3.40% 3.92%
Total Return
Ending value of $1,038.70 $1,181.96 $1,280.00
hypothetical
$1,000 investment
<FN>
<F6>
Seven year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1996.
</FN>
</TABLE>
FINANCIAL STATEMENTS
ALAMEDA CONTRA-COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
FINANCIAL STATEMENTS
for the years ended December 31, 1996 and 1995
<PAGE>
Firm: Coopers & Lybrand LLP
A Professional Services Firm
Report of Independent Auditors
To the Unitholders and Supervisory Committee of
Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans:
We have audited the accompanying statements of assets and liabilities
of the funds comprising Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans, including each
Fund's schedule of investments as of December 31, 1996, and the
related statements of operations for the year then ended, and the
statements of changes in net assets and the financial highlights
for each of the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free to material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of each of the funds comprising Alameda-Contra
Costa Medical Association Collective Investment Trust for
Retirement Plans as of December 31, 1996, the results of their
operations for the year then ended, and the changes in their net
assets and the financial highlights for each of the periods
presented, in conformity with generally accepted accounting
principles.
Coopers & Lybrand LLP
San Francisco, California
February 11, 1997, except Note 11 for
which the date is February 20, 1997
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 1996
<CAPTION>
ASSETS International Growth Value Balanced Long- Short-
Value Equity Equity Equity Intermediate Intermediate Short-Term
Fixed Income Fixed Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at cost 1,000,545 3,115,004 20,048,798 3,468,570 4,596,799 4,499,091 3,569,630
Investments, at value 1,095,521 4,081,792 23,356,141 4,570,914 4,720,365 4,466,635 3,559,660
Receivable-units sold 60,000 15,088 70,911 34,493 5,000 0 13,806
Receivable-securities sold 0 69,170 0 0 0 0 0
Accrued dividends
and interest receivable 2,187 3,059 32,979 27,617 58,730 50,755 38,545
_________ _________ _________ _________ _________ _________ _________
Total assets 1,157,708 4,169,109 23,460,031 4,633,024 4,784,095 4,517,390 3,612,011
LIABILITIES AND
NET ASSETS
Accrued expenses:
Administration fees 1,822 6,892 38,808 7,618 8,041 7,648 5,814
Professional fees 1,510 6,997 10,530 9,288 6,290 6,751 3,743
Payable-redemption of units 0 1,250 60,110 7,500 37,000 8,121 30,338
_________ _________ __________ _________ _________ _________ _________
Total liabilities 3,332 15,139 109,448 24,406 51,331 22,520 39,895
Net assets 1,154,376 4,153,970 23,350,583 4,608,618 4,732,764 4,494,870 3,572,116
Units outstanding 103,133 248,695 2,058,779 423,839 453,931 436,883 350,355
Net asset value per unit 11.19 16.70 11.34 10.87 10.43 10.29 10.20
NET ASSETS COMPOSED OF:
Paid-in capital 1,041,778 2,836,101 10,119,670 2,722,593 2,662,488 2,658,759 2,252,224
Accumulated undistributed
net investment income
(loss) 10,451 (96,181) 1,310,456 531,367 1,729,249 1,775,085 1,387,160
Accumulated undistributed
net realized gains
(losses) 7,171 447,262 8,613,114 252,314 217,461 93,482 (57,298)
Unrealized appreciation
(depreciation) on
investments 94,976 966,788 3,307,343 1,102,344 123,566 (32,456) (9,970)
_________ _________ __________ _________ _________ _________ _________
Net assets at value 1,154,376 4,153,970 23,350,583 4,608,618 4,732,764 4,494,870 3,572,116
</TABLE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS
December 31, 1996
<CAPTION>
Shares/
INTERNATIONAL EQUITY PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (3.81%)
Wells Fargo Bank Deposit Account 41,733 41,733
(cost 41,733)
American Depository Receipts (96.19%):
Consumer Staples (19.08%):
Allied Domecq 2,850 22,264
BAT Industries 1,500 24,750
Cadbury Schweppes 650 22,181
Compagnie General Des Eaux 1,450 35,869
Grand Metropolitan 700 7,072
Heineken 40 22,138
Kao Corp 180 20,936
Nestle 550 29,431
Unilever 250 24,375
_______
Health (7.99%): 209,016
Astra 500 23,875
Novartis 373 21,293
Rhone Poulenc 1,250 42,344
______
Consumer Durables (7.20%): 87,512
Daimler Benz 380 26,030
Fiat 3,350 26,800
Honda Motors Ltd 460 26,047
______
Process Industry (5.62%): 78,877
Hoechst 900 42,457
NKK Corp 850 19,113
______
Consumer Discretionary (9.38%): 61,570
Aktiebolaget Electrolux 450 25,987
Nintendo Ltd 2,600 23,213
Rank Group 1,600 24,000
Sony Corp 450 29,531
_______
102,731
PAGE
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
INTERNATIONAL EQUITY PORTFOLIO, continued
American Depository Receipts (96.19%) continued
Producer/Manufacturing (7.88%):
Cable and Wireless 1,050 25,856
General Electric 3,300 21,572
Mannesmann 90 38,952
______
Technology (1.79%): 86,380
Matsushita Elec Indl 120 19,590
Energy (8.75%):
ELF Aquitaine ADR 850 38,462
ENI Spa 450 23,231
Royal Dutch Petroleum 200 34,150
______
Telecommunications (6.79%): 95,843
Alcatel Alsthom 1,750 28,000
Ricoh Ltd 450 25,782
WPP Group 480 20,610
______
Financial (13.37%): 74,392
Banco Central 1,050 13,650
Den Danske Bank 300 24,157
Deutsche Bank 670 31,259
HSBC Holdings 105 22,466
Mitsui Marine & Fire Ins Ltd 330 17,712
Tokio Marine & Fire Ins Co 390 18,184
Yasuda Trust and Banking Ltd 450 19,036
_______
Utilities (8.34%): 146,464
British Gas 680 25,925
Empresa Nacional Electric 500 35,000
National Power Plc 900 30,488
_______
91,413
Total American Depository Receipts 1,053,788
(cost 958,812) _________
Total Investments held (cost 1,000,545) 1,095,521
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31,1996
<CAPTION>
Shares/
GROWTH EQUITY PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (2.37%)
Wells Fargo Bank Deposit Account 96,865 96,865
(cost 96,865)
Common Stocks (97.63%):
Automotive (2.94%):
Magna International Inc 2,150 119,863
Medical, Hospital Supplies (7.35%):
Elan PLC 3,300 109,725 <F1>
Forest Labs Inc 2,200 72,050 <F1>
Shared Medical Systems Corp 2,400 118,200
_______
Entertainment and Leisure (5.29%): 299,975
Callaway Golf Co 3,350 96,312
Circus Circus Enterprise Inc 3,475 119,453 <F1>
_______
Retailing (8.32%): 215,765
Circuit City Stores Inc 3,750 112,969
Dollar Gen Corp 3,769 120,600
Pep Boys Manny Moe and Mack 3,450 106,087
_______
Business Services (2.55%): 339,656
Sensormatic Electrics Corp 6,205 103,934
Other Services (2.39%):
Manpower Inc 3,000 97,500
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
GROWTH EQUITY PORTFOLIO, continued
Common Stocks (97.63%), continued
Business Equipment (5.93%):
Cisco Sys Inc 2,300 146,337 <F1>
Newbridge Networks Corp 3,400 95,625 <F1>
_______
Electronics (13.28%): 241,962
EMC Corp 5,000 165,625 <F1>
International Rectifier Corp 6,300 96,075 <F1>
Molex Inc 3,937 140,256
Texas Instruments 2,200 140,250
_______
Specialty Equipment (7.19%): 542,206
American Power Conversion Corp Com 4,800 130,800 <F1>
Novellus Systems Inc 3,000 162,564 <F1>
_______
Software (1.55%): 293,364
Mentor Graphics Corp 6,500 63,375 <F1>
Telecommunications (10.40%):
Andrew Corp 2,000 106,126 <F1>
Nokia Corp 3,150 181,519
US Robotics Corp 1,900 136,800 <F1>
_______
Electrical Equipment (5.80%): 424,445
Solectron Corp 2,490 132,904 <F1>
Symbol Technologies Inc 2,350 103,987 <F1>
_______
Machinery (1.53%): 236,891
Wabash National Corp 3,400 62,475
Banking and Credit (3.59%):
MBNA Corp 3,520 146,520
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
GROWTH EQUITY PORTFOLIO, continued
Common Stocks (97.63%), continued
Finance and Insurance (12.53%):
Equitable Cos Inc 4,800 118,200
Green Tree Financial 3,380 130,552
MBIA Inc 1,450 146,812
Mercury Finance Co 9,475 116,069
_______
Airlines (2.26%): 511,633
Southwest Airlines Co 4,200 92,400
Telephone (4.73%):
LCI International Inc 4,900 105,963 <F1>
Telephone and Data Sys Inc 2,400 87,000
_________
192,263
Total Common Stocks (cost 3,018,139) 3,984,927
_________
Total invesmtnets held (cost 3,115,004) 4,081,792
<FN>
<F1>
non income producing security
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
<CAPTION> Shares/
VALUE EQUITY PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (1.70%)
Wells Fargo Bank Deposit Account 396,659 396,659
(cost 396,659)
Common Stocks (98.30)%:
Energy (9.86%):
Mobil Corp 1,700 207,825
Occidental Petroleum Corp 18,000 420,750
Oryx Energy Co 9,000 222,750 <F1>
Pennzoil Co 3,400 192,100
Tosco Corp 2,000 158,250
Trizec Hahn Corp 10,700 235,400
Unocal Corp 11,800 480,850
USX-Marathon Group 16,100 384,387
_________
Industrial (1.41%): 2,302,312
Fluor Corp 2,400 150,600
Jacobs Engineering Group Inc 7,600 179,550
_______
Producer Manufacturing (4.58%): 330,150
Agco Corp 3,300 94,462
Cummins Engine Co Inc 7,800 358,800
ITT Industries Inc 16,000 392,000
Johnson Controls Inc 1,500 124,313
Whitman Corp 4,400 100,650
_________
Process Industries (6.39%): 1,070,225
Albemarle Corp 6,600 119,625
Cabot Corp 7,100 178,388
Mead Corp 3,800 220,875
Owens Illinois Inc 23,700 539,175
Terra Industries Inc 16,500 243,375
Union Carbide Holding Co 4,700 192,112
_________
1,493,550
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
VALUE EQUITY PORTFOLIO, continued
Common Stocks (98.30%), continued
Commercial Services (1.90%):
Equifax Inc 14,500 444,062
Technology (5.48%):
Avnet 2,100 122,325
Data General Corp 14,500 210,250 <F1>
Litton Industries Inc 8,300 395,288 <F1>
Mitel Corp 16,200 101,250 <F1>
Storage Technology Corp 9,400 450,025 <F1>
_________
Consumer (11.87%): 1,279,138
Chrysler Corp 14,200 468,600
Conagra Inc 2,400 119,400
Coors Adolph Co 5,500 104,500
Darden Restaurants 32,000 280,000
Ford Motor Co 13,200 425,700
Hasbro Inc 10,400 404,300
Honda Motor Ltd ADR 5,700 322,762
Maytag Corp 10,400 205,400
Toll Bros Inc 5,800 113,100 <F1>
Universal Corp 5,900 189,538
Volvo Aktiebolaget ADR 6,400 139,200
_________
Retail (12.61%): 2,772,500
American Stores 5,300 216,637
Charming Shoppes Inc 14,700 74,426 <F1>
Dayton Hudson Corp 9,100 357,175
Eckerd Corp 3,731 119,392 <F1>
Federated Department Stores Inc 9,900 337,837 <F1>
Fingerhut Co Inc 15,800 193,550
K Mart Corp 20,500 212,687 <F1>
Kroger Co 5,000 232,500 <F1>
Meyer Fred Inc 3,600 127,800 <F1>
Pier 1 Imports Inc 6,400 112,800
Price Costco Inc 10,000 251,250 <F1>
Safeway Inc 5,600 239,400 <F1>
Vons Co Inc 3,800 227,525 <F1>
Waban Inc 3,500 91,000 <F1>
Winn Dixie Stores Inc 4,800 151,800
_________
2,945,779
PAGE
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
VALUE EQUITY PORTFOLIO, continued
Common Stocks (98.30%), continued
Health Services (4.65%):
Amerisource Health Corp 4,500 217,125 <F1>
Bergen Brunswig Corp CL-A 5,900 169,625
Cardinal Health Inc 4,200 244,650
Tenet Healthcare Corp 20,800 455,000 <F1>
_________
Transportation (4.28%): 1,086,400
Continental Airlines Inc 7,000 197,750 <F1>
Federal Express Co 5,400 240,300 <F1>
Illinois Central Corp 6,900 220,800
United Airlines 2,000 125,000 <F1>
U S Air Group Inc 9,200 215,050 <F1>
_______
Finance (23.30%): 998,900
Ahmanson H.F. & Co 4,000 130,000
Bank New York Inc 7,600 256,500
Bear Stearns Co Inc 17,305 482,377
City National Corp 7,600 164,350
Commerce Group Inc 10,700 270,175
Equitable Cos Inc 6,600 162,525
Fremont General Corp 6,900 213,900
Great Western Financial Corp 4,200 121,800
Green Tree Financial Corp 13,800 533,025
Hibernia Corp 20,100 266,325
Lehman Bros Holding Co 16,300 511,412
National City Corp 3,000 134,625
Old Republic International Corp 4,900 131,075
Peoples Bank Bridgeport Conn. 10,200 294,525
Reliance Group Holdings Inc 19,800 180,675
Ryder Systems Inc 15,600 438,750
Southtrust Corp 14,200 495,225
UICI 4,800 156,000 <F1>
Washington Mutual Inc 11,500 498,100
_________
5,441,364
PAGE
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
VALUE EQUITY PORTFOLIO, continued
Common Stocks (98.30%), continued
Utilities (11.97%):
Alleghany Power System 6,600 200,475
BCE Inc 4,800 229,200
Coastal Corp 6,300 307,913
Columbia Gas System Inc 5,000 318,125
Entergy Corp 10,200 281,775
Long Island Lighting Co 9,300 205,763
Midamerican Energy Holdings Co 9,900 157,163
NGC Corp 12,800 297,600
Pacific Corp 10,500 215,250
Pinnacle West Capital Corp 11,400 361,950
Public Service Co of New Mexico 5,700 111,863
Washington Water Power Co 5,800 108,025
_________
2,795,102
Total Common Stocks (cost 19,652,139) 22,959,482
__________
Total investments held (cost 20,048,798) 23,356,141
<FN>
<F1>
non income producing security
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
<CAPTION> Shares/
BALANCED PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (9.20%)
Wells Fargo Bank Deposit Account 420,609 420,609
(cost 420,609)
Common Stocks (61.68%):
Automotive (.70%):
Ford Motor 1,000 32,250
Basic Industry (3.48%):
Caterpiller Inc 1,000 75,250
Champion International 1,000 43,250
Deere & Co 1,000 40,500
_______
Capital Goods (6.01%): 159,000
Black & Decker 2,000 60,250
General Electric 1,000 98,875
Minnesota Mining 1,000 83,000
WMX Technologies 1,000 32,500
_______
Chemical (1.41%): 274,625
Cytec 426 17,306 <F1>
E I Dupont 500 47,062
______
Consumer (7.84%): 64,368
Gillette 2,000 155,500
H J Heinz 1,500 53,625
McDonalds 1,000 45,375
Pepsico 1,000 29,250
Sara Lee 2,000 74,500
_______
Energy (5.22%): 358,250
Chevron 1,000 65,000
Exxon 500 49,000
Mobil Oil Corp 300 36,675
Norfolk & Southern 1,000 88,000
_______
238,675
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
BALANCED PORTFOLIO, continued
Common Stocks (61.68%), continued
Entertainment and Leisure (3.05%):
Walt Disney 2,000 139,500
Healthcare (6.49%):
American Home Products 1,000 58,625
Amgen 2,000 108,750 <F1>
Bristol Myers 500 54,500
Warner Lambert 1,000 75,000
_______
Finance and Insurance (8.89%): 296,875
Aetna Life 1,000 80,000
American Express 2,000 113,000
Bank America Corp 1,000 99,750
Federal National 1,000 37,625
H & R Block 1,000 29,000
Salomon Inc 1,000 47,125
_______
Media (0.99%): 406,500
Media General 1,500 45,375
Retailers (3.45%):
GAP 2,000 60,250
Price Costco 2,695 67,712 <F1>
Toys-R-Us 1,000 29,875 <F1>
_______
Technology (8.16%): 157,837
EMC Corp 2,000 66,250 <F1>
Intel 1,000 130,938
Sun Microsystems 4,000 102,752 <F1>
Teradyne 3,000 73,125 <F1>
_______
Telecommunications (2.15%): 373,065
MCI Communications 3,000 98,064
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
BALANCED PORTFOLIO, continued
Common Stocks (61.68%), continued
Utility (3.83%):
AT&T 1,000 43,375
Bell Atlantic 1,000 64,750
Lucent Technologies 324 14,985
SBC Communications 1,000 51,875
_______
174,985
Total Common Stocks (cost 1,744,554) 2,819,369
_________
Corporate Debt Securities (15.79%):
Financial (2.35%):
Merrill Lynch, 8.300%, due 11-01-02 100,000 107,246
Industrial (8.93%):
BP Amer, 9.375%, due 11-01-00 100,000 110,049
GTE Southwest, 6.000%, due 1-15-06 100,000 93,885
IBM, 7.250%, due 11-01-02 100,000 103,039
North Telecom, 6.875%, due 10-01-02 100,000 101,006
_______
International (4.52%): 407,979
Quebec Province, 7.500%, due 07-15-02 100,000 103,370
ELF Aquitaine, 7.750%, due 05-01-99 100,000 103,215
_______
206,585
Total Corporate Debt Securities 721,810
(cost 705,182) _______
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
BALANCED PORTFOLIO, continued
U.S. Gov't & Agency Obligations (13.33%):
U.S. Treasury Notes:
7.125%, due 10-15-98 200,000 204,000
7.250%, due 02-15-98 100,000 101,344
7.750%, due 12-31-99 100,000 104,563
6.500%, due 08-15-05 100,000 100,688
5.875%, due 11-30-01 100,000 98,531
_________
Total U. S. Government (cost 598,225) 609,126
_________
Total investments held (cost 3,468,570) 4,570,914
<FN>
<F1>
non income producing security
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
<CAPTION> Shares/
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (10.94%)
Money Market Account (0.35%):
Wells Fargo Bank Deposit Account 16,605 16,605
Commercial Paper (10.59%):
Ford Motor, 5.400%, due 01/06/97 250,000 250,000
GE Capital, 5.500%, due 01/31/97 250,000 250,000
_______
500,000
Total Cash & Cash Equivalents
(cost 516,605) 516,605
Corporate Debt Securities (11.30%):
Industrial (11.30%):
Atlantic Richfield, 8.550%, due 03-01-12 150,000 168,033
Boeing Co DEB, 7.250%, due 06-15-25 150,000 150,474
Caterpillar, 8.100%, due 01-15-04 100,000 107,033
Wal-Mart Stores Inc, 8.625%, due 04-01-01 100,000 107,770
_________
Total Corporate Debt Securities 533,310
(cost 508,489) _________
U.S. Gov't & Agency Obligations (77.76%):
U.S. Treasury Obligations (49.25%)
Bonds:
6.250%, due 08-15-23 250,000 234,298
7.250%, due 05-15-16 500,000 527,970
Notes:
5.000%, due 02-15-99 400,000 392,624
5.875%, due 02-15-04 250,000 243,438
6.375%, due 08-15-02 100,000 100,656
6.500%, due 05-15-05 400,000 402,876
7.750%, due 02-15-01 400,000 422,752
_________
2,324,614
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO,
continued
U.S. Gov't & Agency Obligations (77.76%):
continued
Federal Home Loan Mortgage Notes (4.47%):
8.000%, due 03-15-20 35,110 35,198
7.500%, due 02-01-25 172,450 173,205
10.500%, due 02-01-01 2,501 2,660
_______
Federal National Mortgage Association 211,063
Pooled Notes (11.38%):
9.000%, due 11-01-04 14,383 15,052
6.000%, due 11-01-23 217,757 203,196
6.500%, due 11-01-25 241,322 230,236
8.500%, due 04-25-18 8,170 8,155
7.950%, due 12-25-19 79,357 80,398
_______
Government National Mortgage 537,037
Association Pooled Notes (12.66%):
7.500%, due 05-15-07 51,641 51,673
7.500%, due 07-15-07 37,251 37,275
11.000%, due 07-15-15 10,692 11,942
12.000%, due 06-15-15 1,294 1,486
9.500%, due 09-15-19 29,007 31,336
9.000%, due 12-15-19 36,149 38,092
7.500%, due 12-15-23 212,354 212,485
6.500%, due 11-15-09 215,503 213,447
_______
597,736
Total U.S. Government (cost 3,571,705) 3,670,450
_________
Total investments held (cost 4,596,799) 4,720,365
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
<CAPTION> Shares/
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (1.64%)
Wells Fargo Bank Deposit Account 73,123 73,123
(cost 73,123)
Corporate Debt Securities (10.03%):
Financial (6.69%):
Beneficial, 6.120%, due 08-27-97 100,000 100,265
Household Fin, 7.500%, due 03-15-97 100,000 100,340
MBNA America, 6.100%, due 12-15-00 100,000 98,356
_______
Industrial (3.34%): 298,961
Hertz Corp, 6.700%, due 06-15-02 150,000 149,178
Total Corporate Debt Securities 448,139
(cost 447,478) _______
U.S. Gov't & Agency Obligations (88.33%):
U.S. Treasury Notes (69.37%):
5.000%, due 02-15-99 400,000 392,624
5.125%, due 04-30-98 750,000 742,267
5.125%, due 12-31-98 200,000 196,688
5.750%, due 08-15-03 400,000 388,000
5.750%, due 10-31-97 325,000 324,594
6.000%, due 10-15-99 500,000 500,000
6.125%, due 07-31-00 300,000 300,000
6.750%, due 05-31-99 250,000 254,220
_________
Federal Home Loan Mortgage Notes (4.02%): 3,098,393
8.000%, due 03-15-20 17,555 17,599
7.500%, due 12-15-05 75,502 75,732
7.000%, due 09-01-99 85,665 86,146
_______
179,477
<PAGE>
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO,
continued
U.S. Gov't & Agency Obligations (88.33%):
continued
Federal National Mortgage Association
Pooled Notes (10.02%):
6.500%, due 10-01-10 230,084 225,912
6.087%, due 08-01-29 222,907 221,862
_______
447,774
Total U.S. Government (cost 3,978,490) 3,945,373
_________
Total investments held (cost 4,499,091) 4,466,635
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
SCHEDULE OF INVESTMENTS, continued
December 31, 1996
<CAPTION> Shares/
SHORT-TERM INCOME FUND Face Value Value
<S> <C> <C>
Cash and Cash Equivalents (4.59%)
Wells Fargo Bank Deposit Account 163,539 163,539
(cost 163,539)
U.S. Gov't & Agency Obligations (95.41%):
U.S. Treasury Notes (95.41%):
5.250%, due 12-31-97 575,000 571,228
5.375%, due 11-30-97 375,000 373,125
5.500%, due 07-31-97 400,000 399,500
5.625%, due 06-30-97 400,000 400,000
5.750%, due 09-30-97 400,000 399,752
6.125%, due 03-31-98 600,000 601,314
6.250%, due 01-31-97 250,000 250,078
6.500%, due 04-30-97 400,000 401,124
_________
Total U.S. Government (cost 3,406,091) 3,396,121
_________
Total investments held (cost 3,569,630) 3,559,660
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENTS OF OPERATIONS
December 31, 1996
<CAPTION>
International Growth Value Balanced Long- Short-
Value Equity Equity Equity Intermediate Intermediate Short-Term
Fixed Income Fixed Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest income 5,605 3,084 47,216 100,004 328,815 318,145 152,160
Dividend income 24,006 <F1> 24,555 510,880 41,064 0 0 0
Other income 0 1,542 1,530 0 0 38 0
_______ _______ _______ _______ _______ _______ _______
Total investment income 29,611 29,181 559,626 141,068 328,815 318,183 152,160
Expenses:
Investment advisory fees 9,537 28,447 193,005 23,745 24,145 27,301 12,632
Administration fees 4,975 18,337 104,737 19,582 23,450 24,713 13,691
Consulting fees 2,047 7,642 43,689 8,110 3,985 4,295 2,232
Custodian fees 1,718 6,748 38,824 7,338 8,771 9,247 4,896
Legal fees 1,102 4,210 24,376 4,531 5,530 6,188 3,071
Audit fees 466 1,746 9,999 1,849 2,286 2,474 1,271
Insurance 289 1,083 6,205 1,147 1,469 1,626 926
Printing 85 306 1,758 312 406 455 209
Miscellaneous 55 213 1,231 215 287 321 152
_________ _________ __________ _________ _________ _________ _________
Total expenses 20,274 68,732 423,824 66,829 70,328 76,620 39,080
Fees paid indirectly (780) (2,614) (43,689) (782) 0 0 0
_________ _________ __________ _________ _________ _________ _________
Net expenses 19,494 66,118 380,135 66,047 70,328 76,620 39,080
_________ _________ __________ _________ _________ _________ _________
Net investment income
(loss) 10,117 (36,937) 179,491 75,021 258,487 241,563 113,080
Realized and unrealized
gain (loss) on investments
Net realized gain
on securities sold 7,171 147,020 2,583,986 33,943 53,493 23,613 4,012
Realized gain on exercised
written option contracts 0 0 0 2,050 0 0 0
________ _________ _______ _______ _______ _________ ________
Total realized gain
on investments 7,171 147,020 2,583,986 35,993 53,493 23,613 4,012
Unrealized appreciation
(depreciation) on
investments 88,295 468,911 852,756 448,358 (238,190) (104,511) (17,432)
_________ _________ __________ _________ _________ _________ _________
Net realized and unrealized
gain (loss) on investments 95,466 615,931 3,436,742 484,351 (184,697) (80,898) (13,420)
_________ _________ __________ _________ _________ _________ _________
Net increase in
net assets resulting
from operations 105,583 578,994 3,616,233 559,372 73,790 160,665 99,660
<FN>
<F1>
Net of foreign taxes withheld in the amount of $4,331
</FN>
</TABLE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the year ended December 31, 1996 and
for the period from December 1, 1995 (inception) through December 31, 1995
<CAPTION>
INTERNATIONAL EQUITY PORTFOLIO 1996 1995
<S> <C> <C>
Increase in net assets from operations:
Net investment income 10,117 334
Net realized gain 7,171 0
Net unrealized appreciation 88,295 6,681
_________ _________
Net increase in net assets
resulting from operations 105,583 7,015
Increase in net assets from unitholder
activity (Refer to Note 9.) 243,435 798,343
_________ _________
Total increase in net assets 349,018 805,358
Net assets, beginning of period 805,358 0
_________ _________
Net assets, end of period 1,154,376 805,358
Undistributed net investment income included
in net assets:
Beginning of period 334 0
End of period 10,451 334
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
GROWTH EQUITY PORTFOLIO 1996 1995
<S> <C> <C>
Increase (decrease) in net assets from operations:
Net investment income (36,937) (21,339)
Net realized gain 147,020 75,785
Net unrealized appreciation 468,911 379,367
_________ _________
Net increase in net assets
resulting from operations 578,994 433,813
Increase in net assets from unitholder
activity (Refer to Note 9.) 213,779 388,192
_________ _________
Total increase in net assets 792,773 822,005
Net assets, beginning of year 3,361,197 2,539,192
_________ _________
Net assets, end of year 4,153,970 3,361,197
Undistributed net investment loss included
in net assets:
Beginning of year (59,244) (37,905)
End of year (96,181) (59,244)
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
VALUE EQUITY PORTFOLIO 1996 1995
<S> <C> <C>
Increase in net assets from operations:
Net investment income 179,491 214,583
Net realized gain 2,583,986 1,690,989
Net unrealized appreciation 852,756 2,336,498
__________ __________
Net increase in net assets
resulting from operations 3,616,233 4,242,070
Decrease in net assets from unitholder
activity (Refer to Note 9.) (546,063) (786,548)
__________ __________
Total increase in net assets 3,070,170 3,455,522
Net assets, beginning of year 20,280,413 16,824,891
__________ __________
Net assets, end of year 23,350,583 20,280,413
Undistributed net investment income included
in net assets:
Beginning of year 1,130,965 916,382
End of year 1,310,456 1,130,965
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
BALANCED PORTFOLIO 1996 1995
<S> <C> <C>
Increase in net assets from operations:
Net investment income 75,021 80,232
Net realized gain 35,993 6,532
Net unrealized appreciation 448,358 537,745
_________ _________
Net increase in net assets
resulting from operations 559,372 624,509
Increase in net assets from unitholder
activity (Refer to Note 9.) 559,754 378,817
_________ _________
Total increase in net assets 1,119,126 1,003,326
Net assets, beginning of year 3,489,492 2,486,166
_________ _________
Net assets, end of year 4,608,618 3,489,492
Undistributed net investment income included
in net assets:
Beginning of year 456,346 376,114
End of year 531,367 456,346
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995
<S> <C> <C>
Increase (decrease) in net assets from operations:
Net investment income 258,487 236,014
Net realized gain 53,493 6,981
Net unrealized appreciation (depreciation) (238,190) 452,522
_________ _________
Net increase in net assets
resulting from operations 73,790 695,517
Increase (decrease) in net assets from unitholder
activity (Refer to Note 9.) (63,438) 263,582
_________ _________
Total increase in net assets 10,352 959,099
Net assets, beginning of year 4,722,412 3,763,313
_________ _________
Net assets, end of year 4,732,764 4,722,412
Undistributed net investment income included
in net assets:
Beginning of year 1,470,762 1,234,748
End of year 1,729,249 1,470,762
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995
<S> <C> <C>
Increase (decrease) in net assets from operations:
Net investment income 241,563 288,392
Net realized gain 23,613 1,808
Net unrealized appreciation (depreciation) (104,511) 339,459
_________ _________
Net increase in net assets
resulting from operations 160,665 629,659
Decrease in net assets from unitholder
activity (Refer to Note 9.) (1,738,311) (738,676)
_________ ___________
Total decrease in net assets (1,577,646) (109,017)
Net assets, beginning of year 6,072,516 6,181,533
__________ __________
Net assets, end of year 4,494,870 6,072,516
Undistributed net investment income included
in net assets:
Beginning of year 1,533,522 1,245,130
End of year 1,775,085 1,533,522
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
STATEMENT OF CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
<CAPTION>
SHORT-TERM INCOME FUND 1996 1995
<S> <C> <C>
Increase (decrease) in net assets from operations:
Net investment income 113,080 107,391
Net realized gain 4,012 16,730
Net unrealized appreciation (depreciation) (17,432) 11,965
_________ _________
Net increase in net assets
resulting from operations 99,660 136,086
Increase (decrease) in net assets from unitholder
activity (Refer to Note 9.) 906,691 (285,965)
_________ _________
Total increase (decrease) in net assets 1,006,351 (149,879)
Net assets, beginning of year 2,565,765 2,715,644
_________ _________
Net assets, end of year 3,572,116 2,565,765
Undistributed net investment income included
in net assets:
Beginning of year 1,274,080 1,166,689
End of year 1,387,160 1,274,080
</TABLE>
PAGE
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS
1. Organization:
The Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the Trust) is a collective
investment trust which was established under the laws of the
State of California by the Alameda-Contra Costa Medical
Association (the Associaton) to be managed by a supervisory
comittee with Wells Fargo Bank, National Assocation (Wells
Fargo), acting as the custodial trustee (the Custodial Trustee)
under a Declaration of Trust dated February 9, 1990. The
Association is also administrator of the Trust pursuant to an
Administrative Services agreement between the Trust and the
Association. The Trust is registered with the Securities and
Exchange Commission as an open-end diversified management
investment company. Units of beneficial interest in the
Portfolios (the Units) are sold without a sales charge and are
available only to Retirement Plans.
The Trust offers seven investment portfolios, each with a
different investment objective, for the investment of funds held
in retirement plans. The Prospectus for the Trust includes
certain investment restrictions that cannot be changed for any
portfolios without the approval of a majority of the outstanding
units of that portfolio. The investment objectives of the Portfolios
are as follows:
<TABLE>
<CAPTION>
Capital Growth Growth and Income Fixed Income
<S> <C> <C>
International Value Equity Value Equity Long-Intermediate Fixed Income
Growth Equity Balanced Short-Intermediate Fixed Income
Short-Term Income
</TABLE>
2. Summary of Significant Accounting Policies:
Security Valuation:
Investments for which market quotations are readily available are
stated at market value, which is determined using the last
reported closing price. Securities traded over-the-counter are
stated at the last reported bid price or last current sales
price, as applicable. United States government and agency
obligations are valued at bid quotations from the Federal Reserve
Bank for identical or similar obligations. Short-term money
market instruments are calculated at bid quotations or by
reference to bid quotations for similar instruments of issuers
with similar credit ratings. Debt securities with remaining
maturities of 60 days or less are stated at amortized cost which
approximates market value.
PAGE
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
2. Summary of Significant Accounting Policies:
Security Transactions and Related Investment Income:
Security transactions are accounted for on the trade date (date
the order to buy or sell is executed) and dividend income is
recorded on the ex-dividend date. Interest income is recorded on
the accrual basis. The cost of securities sold is computed on an
average cost basis.
Distributions:
The Trust does not declare and pay dividends on its investment
income or distribute its realized gains. Income earned on assets
in the portfolio is included in the total value of assets of that
portfolio as are realized gains or losses from security
transactions and unrealized appreciation or depreciation on
securities held.
Fund Valuation:
The value of participating units, upon admission to or withdrawal
from the Trust, is based upon the net asset value as of the
current month end date. There are no transaction fees charged.
Taxation:
As a group trust organized for the collective investment of the
assets of Retirement Plans, the Trust is exempt from income tax
pursuant to Revenue Ruling 81-100 of the Internal Revenue
Service.
Accounting 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 of assets
and liabilities at the date of the financial statements and the amounts
of income and expense during the reporting period. Actual results
could differ from those estimates.
Expense Allocation:
Common expenses are allocated among the Portfolios based on the ratio
of net assets of each Portfolio to the combined net assets. In all
other respects, expenses are charged directly to the Portfolios to
which they relate.
PAGE
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
3. Covered Call Options:
The Balanced Portfolio writes covered call options in which
premiums received are recorded as a liability which is marked to
market to reflect the current value of the options written. A
covered call option gives the holder the right to purchase the
underlying security which the Balanced Portfolio owns at any time
during the option period at a predetermined exercise price. The
risk in writing a covered call option is that the Balanced
Portfolio gives up the opportunity to participate in any increase
in the price of the underlying security beyond the exercise
price. When an option written expires or the Portfolio enters
into a closing purchase transaction, the liability is extinguished
and the Portfolio realizes a gain or loss. When an option written
is exercised, the proceeds of the sale of the underlying security
are increased by the premium originally received and the Portfolio
realizes a gain or loss. The purpose of this investment strategy
is to create income by selling options for a specified price,
known as a premium, on stocks that in the Investment Manager's
point of view will not be "called" or exercised by the buyer. Or,
the Investment Manager may sell options on the stocks when he
believes the premium, plus the proceeds from the stocks that are
called, will create a greater total rate of return than would be
received if the common stocks alone were to be sold.
<TABLE>
<CAPTION>
3. Covered Call Options, continued Number Cost
<S> <C> <C>
Balance at beginning of the year 0 0
Options written during the year:
Apple Computer Call @ 25, 10-19-96 2,000 2,050
Options exercised during the year:
Apple Computer Call @ 25, 10-19-96 (2,000) (2,050)
_____ _____
Balance at end of year 0 0
</TABLE>
4. Investment Management and Administration:
Under the terms of the Declaration of Trust, the custodial
trustee will maintain possession of the assets of the portfolios
and perform certain other services. The custodial trustee will
be paid a quarterly fee for these services as specified in the
Declaration of Trust.
The Association will provide certain administrative and
accounting services to the Trust in accordance with the terms of
the Administrative Services Agreement. As compensation for its
services, the Association is paid a quarterly fee at the annual
rate of 45/100 of 1% of the aggregate fair market value of the
assets of the combined portfolios determined as of the last
business day of each calendar quarter, plus an additional $1,000
per month.
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
4. Investment Management and Administration, continued
Portfolio management services are provided by various
Investment Managers. Information regarding the Investment
Managers is as follows:
Lazard Freres Asset Management: Lazard is responsible for the overall
management of the International Value Equity Portfolio and is paid a
quarterly management investment fee for its services to such Portfolio
at the annual rate of 1.0% of the aggregate fair market value of the
first $1,000,000 of the average monthly assets of such Portfolio and
.75 of 1.0% of such assets in excess of $1,000,000, determined as of
the last business day of each month.
The Burridge Group LLC: Burridge is responsible for overall
management of the Growth Equity Portfolio and is paid a quarterly
management investment fee for its services to such Portfolio at the
annual rate of .75 of 1.0% of the aggregate fair market value of the
first 10,000,000 of the average monthly assets of such Portfolio, .625
of 1.0% of the next 10,000,000, .50 of 1.0% of the next 20,000,000,
.375 of 1.0% of the next 20,000,000 and .25 of 1.0% of the next
40,000,000 determined as of the last business day of each month.
Towneley Capital Management, Inc: Towneley is responsible for
overall management of the Value Equity Portfolio and is paid a
quarterly investment management fee for its services to such Portfolio
at the annual rate of 1.0% of the aggregate fair market value of the
first 10,000,000, .75 of 1.0% of the next 10,000,000 and .55 of 1.0%
of the balance of the average monthly assets of such Portfolio. The
asset value is determined as of the last business day of each month.
Guardian Investment Management: Guardian is responsible for overall
management of the Balanced Portfolio and is paid a quarterly investment
management fee for its services to the Balanced Portfolio at the annual
rate of 1.0% of the aggregate fair market value of the first $250,000
of the average monthly assets of such Portfolio and .60 of 1.0% of
such assets in excess of $250,000, determined as of the last business
day of each month.
Scudder, Stevens & Clark Inc: Scudder is responsible for overall
management of the Long-Intermediate Fixed Income Portfolio, the Short-
Intermediate Fixed Income Portfolio and the Short-Term Income Fund and
is paid a quarterly investment management fee for its services to these
three Portfolios at the annual rate of .50 of 1.0% of the aggregate fair
market value of the average monthly assets in these Portfolios,
determined as of the last business day of the month.
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
5. Brokerage Commissions Paid to Affiliated Brokers:
During the year ended December 31, 1996, the International Value
Equity, Growth Equity, Value Equity and Balanced Portfolios paid
$2,011, $5,307, $87,802 and $1,650, respectively to Paine Webber for
commissions. A broker for Paine Webber is a consultant for the Trust.
6. Expense Offset Arrangements:
For the year ended December 31, 1996, consulting expense amounts
include a total of $47,856 that has been paid indirectly with
commission dollars.
<TABLE>
7. Purchases and Sales of Investment Securities:
The aggregate cost of purchases and proceeds form sales of investments (excluding short-term and U.S. government
securities) for the year ended December 31, 1996, were as follows:
<CAPTION>
Long- Short-
International Growth Value Intermediate Intermediate Short-Term
Equity Equity Equity Balanced Fixed Income Fixed Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases 1,010,213 1,121,557 20,576,490 594,530 0 98,711 0
Proceeds 348,569 1,065,463 20,069,025 268,261 0 0 0
</TABLE>
<TABLE>
The aggregate cost of purchases and proceeds from sales of U.S. government securities for the year ended December 31,
1996 were as follows:
<CAPTION>
Long- Short-
International Growth Value Intermediate Intermediate Short-Term
Equity Equity Equity Balanced Fixed Income Fixed Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases 0 0 0 197,787 1,192,570 1,539,476 3,853,070
Proceeds 0 0 0 0 990,036 2,412,993 2,450,000
</TABLE>
8. Unit Value Adjustments:
On February 22, 1996, the Supervisory Committee approved a unit value
adjustment through a unit split so that as of July 1, 1996, the unit
values of certain Portfolios shall be $10.00. The share amounts shown
in Note 9 and the per unit amounts shown in Note 10 have been restated
to reflect the unit split in accordance with the following ratios:
Value Equity Portfolio - 12.3862 to 1; Balanced Portfolio - 4.8470
to 1; Long-Intermediate Fixed Income Portfolio - 5.5382 to 1; Short-
Intermediate Fixed Income Portfolio - 2.0957 to 1; Short-Term Income
Fund - 4.4817 to 1.
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
9. Unit Activity:
At December 31, 1996, there was an unlimited number of no par value units authorized for the portfolios of the Trust.
Transactions in Trust units for the year ended December 31, 1996, are as follows:
<CAPTION>
Long-
Intermediate
International Equity Growth Equity Value Equity Balanced Fixed Income
Units Amount Units Amount Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 4,862 50,296 11,537 179,702 62,757 638,900 26,755 274,491 5,446 54,793
Transfers from
other portfolios 30,083 317,000 22,975 366,834 21,550 212,854 36,994 374,542 48,060 495,000
Redemptions (1,286) (14,345) (9,054) (148,174) (66,409) (707,360) (8,306) (89,279) (37,932) (393,650)
Transfers to
other portfolios (10,350) (109,516) (12,316) (184,583) (66,434) (690,457) 0 0 (21,484) (219,581)
______ _______ _______ ________ _______ ________ ______ ________ ______ _______
Net increase
(decrease) 23,309 243,435 13,142 213,779 (48,536) (546,063) 55,443 559,754 (5,910) (63,438)
</TABLE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
9. Unit Activity:, continued
At December 31, 1996, there was an unlimited number of no par value units authorized for the portfolios of the Trust.
Transactions in Trust units for the year ended December 31, 1996, are as follows:
<CAPTION>
Short-
Intermediate
Fixed Income Short-Term Income
Units Amount Units Amount
<S> <C> <C> <C> <C>
Sales 8,209 82,714 33,054 331,027
Transfers from
other portfolios 499 5,000 88,529 898,245
Redemptions (43,071) (432,411) (25,213) (250,857)
Transfers to
other portfolios (137,620) (1,393,614) (7,188) (71,724)
_______ _________ _______ ________
Net increase (decrease) (171,983) (1,738,311) 89,182 906,691
</TABLE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
9. Unit Activity:
At December 31, 1995, there was an unlimited number of no par value units authorized for the portfolios of the Trust.
Transactions in Trust units for the year ended December 31, 1995, are as follows:
NOTE: International Value Equity inception date is December 1, 1995.
<CAPTION>
Long-
International Intermediate
Equity Growth Equity Value Equity Balanced Fixed Income
Units Amount Units Amount Units Amount Units Amount Units Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 0 0 5,510 81,588 78,603 675,829 15,695 140,517 8,883 83,084
Transfers from
other portfolios 79,824 798,343 42,756 622,375 22,047 181,391 46,788 411,863 64,226 612,389
Redemptions 0 0 (3,212) (43,693) (53,422) (430,977) (3,688) (33,752) (31,667) (296,865)
Transfers to
other portfolios 0 0 (18,990) (272,078) (135,158) (1,212,791) (15,632) (139,811) (13,757) (135,026)
______ _______ _______ ________ _______ __________ ______ ________ ______ _______
Net increase
(decrease) 79,824 798,343 26,064 388,192 (87,930) (786,548) 43,163 378,817 27,685 263,582
</TABLE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
9. Unit Activity:, continued
At December 31, 1995, there was an unlimited number of no par value units authorized for the portfolios of the Trust.
Transactions in Trust units for the year ended December 31, 1995, are as follows:
<CAPTION>
Short-
Intermediate
Fixed Income Short-Term Income
Units Amount Units Amount
<S> <C> <C> <C> <C>
Sales 5,336 51,213 41,900 403,811
Transfers from
other portfolios 22,286 220,234 22,373 215,759
Redemptions (45,090) (423,834) (19,755) (189,176)
Transfers to
other portfolios (60,904) (586,289) (74,518) (716,359)
_______ ________ _______ ________
Net increase (decrease) (78,372) (738,676) (30,000) (285,965)
</TABLE>
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the year ended
December 31, 1996 and the period December 1, 1995 (inception) through
December 31, 1995, is as follows:
<CAPTION>
INTERNATIONAL EQUITY PORTFOLIO 1996 1995
<S> <C> <C>
Net asset value, beginning of period 10.09 10.00
Net investment income .10 0
Net realized and unrealized gain 1.00 .09
_____ _____
Total from investment operations 1.10 .09
Net asset value, end of period 11.19 10.09
Total Return 10.90% 0.90%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets 1.01% 0.04%
Portfolio turnover rate 40.54% 0%
Average commission rate per share 0.0909 0.0600
Net assets at end of period (in 000's) 1,154 805
Ratio of expenses to average net assets 2.02% <F1> 0.11%
Ratio of net expenses to average
net assets 1.94% <F2> 0.11%
<FN>
<F1>
Ratio has been calculated using the total expense amount which includes
fees paid indirectly.
<F2>
Ratio has been calculated using the net expense amount which excludes
fees paid indirectly.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994 and 1993, and the period October 1, 1992
(inception) through December 31, 1992, are as follows:
<CAPTION>
GROWTH EQUITY PORTFOLIO 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 14.27 12.12 13.01 11.74 10.00
Net investment loss (.14) (.07) (.11) (.07) (.01)
Net realized and unrealized gain (loss) 2.57 2.22 (.78) 1.34 1.75
_____ _____ _____ _____ _____
Total from investment operations 2.43 2.15 (.89) 1.27 1.74
Net asset value, end of year 16.70 14.27 12.12 13.01 11.74
Total Return 17.03% 17.74% (6.84)% 10.82% 69.60% <F1>
Ratios and Supplemental Data
Ratio of net investment income (loss)
to average net assets (.99)% (.68)% (.72)% (.68)% (.07)%
Portfolio turnover rate 28.97% 33.63% 52.49% 38.58% 12.95%
Average commission rate per share 0.0741 0.1339
Net assets at end of year (in 000's) 4,154 3,361 2,539 3,242 1,660
Ratio of expenses to average net assets 1.84% <F2> 1.67% 1.86% 1.79% .41%
Ratio of net expenses to average
net assets 1.77% <F3> 1.67% 1.86% 1.79% .41%
<FN>
<F1>
annualized
<F2>
Ratio has been calculated using the total expense amount which includes
fees paid indirectly.
<F3>
Ratio has been calculated using the net expense amount which excludes
fees paid indirectly.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are as follows:
<CAPTION>
VALUE EQUITY PORTFOLIO 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 9.62 7.66 7.74 6.71 5.94
Net investment income .10 .12 .02 .06 .13
Net realized and unrealized gain (loss) 1.62 1.84 (.10) .97 .64
_____ ______ _____ _____ _____
Total from investment operations 1.72 1.96 (.08) 1.03 .77
Net asset value, end of year 11.34 9.62 7.66 7.74 6.71
Total Return 17.88% 25.57% (.99)% 15.37% 12.88%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets .84% 1.15% .70% 1.18% 1.75%
Portfolio turnover rate 98.50% 103.58% 116.01% 65.85% 85.40%
Average commission rate per share 0.0601 0.1486
Net assets at end of year (in 000's) 23,351 20,280 16,825 15,518 12,622
Ratio of expenses to average net assets 1.98% <F1> 1.82% 1.99% 1.99% 2.01%
Ratio of net expenses to average
net assets 1.78% <F2> 1.82% 1.99% 1.99% 2.01%
<FN>
<F1>
Ratio has been calculated using the total expense amount which
includes fees paid indirectly.
<F2>
Ratio has been caluclated using the net expense amount which
excludes fees paid indirectly.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994, 1993, and 1992 are as follows:
<CAPTION>
BALANCED PORTFOLIO 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 9.47 7.64 7.64 7.05 6.70
Net investment income .02 .08 .34 .32 .13
Net realized and unrealized gain (loss) 1.38 1.75 (.34) .27 .22
_____ ______ _____ _____ _____
Total from investment operations 1.40 1.83 0 .59 .35
Net asset value, end of year 10.87 9.47 7.64 7.64 7.05
Total Return 14.78% 23.91% .03% 8.34% 5.26%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets 1.88% 2.68% 3.09% 2.57% 2.59%
Portfolio turnover rate 7.67% 6.30% 5.18% 4.75% 17.78%
Average commission rate per share 0.0825 0.1872
Net assets at end of year (in 000's) 4,609 3,489 2,486 2,854 3,223
Ratio of expenses to average net assets 1.68% <F1> 1.47% 1.63% 1.63% 1.64%
Ratio of net expenses to average
net assets 1.66% <F2> 1.47% 1.63% 1.63% 1.64%
<FN>
<F1>
Ratio has been calculated using the total expense amount which
includes fees paid indirectly.
<F2>
Ratio has been calculated using the net expense amount which
excludes fees paid indirectly.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are as follows:
<CAPTION>
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 10.27 8.71 9.16 8.39 7.89
Net investment income .61 .34 1.08 .53 .55
Net realized and unrealized gain (loss) (.45) 1.22 (1.53) .24 (.05)
_____ ______ _____ _____ _____
Total from investment operations .16 1.56 (.45) .77 .50
Net asset value, end of year 10.43 10.27 8.71 9.16 8.39
Total Return 1.56% 17.93% (4.93)% 9.19% 6.39%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets 5.29% 5.53% 5.64% 5.44% 6.11%
Portfolio turnover rate 17.30% 5.95% 0% 10.68% 9.79%
Net assets at end of year (in 000's) 4,733 4,722 3,763 5,156 4,908
Ratio of expenses to average net assets 1.44% 1.35% 1.49% 1.49% 1.52%
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are as follows:
<CAPTION>
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 9.97 8.99 9.23 8.68 8.18
Net investment income .49 <F1> .71 .69 .37 .01
Net realized and unrealized gain (loss) (.17) <F1> .27 (.93) .18 .49
_____ ______ _____ _____ _____
Total from investment operations .32 .98 (.24) .55 .50
Net asset value, end of year 10.29 9.97 8.99 9.23 8.68
Total Return 3.21% 10.88% (2.58)% 6.38% 6.06%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets 4.63% 4.76% 4.78% 4.75% 5.16%
Portfolio turnover rate 31.68% 19.21% 0% 25.60% 6.69%
Net assets at end of year (in 000's) 4,495 6,073 6,182 7,575 6,747
Ratio of expenses to average net assets 1.47% 1.37% 1.51% 1.47% 1.47%
<FN>
<F1>
Per share amounts have been calculated using the average shares
outstanding during the period.
</FN>
</TABLE>
PAGE
<PAGE>
<TABLE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
10. Financial Highlights:
Financial highlights for each unit outstanding for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 are as follows:
<CAPTION>
SHORT-TERM INCOME FUND 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year 9.82 9.33 9.10 8.91 8.63
Net investment income <F1> .40 .39 .26 .32 .38
Net realized and unrealized loss <F1> (.02) .10 (.03) ( .13) ( .10)
_____ _____ _____ _____ _____
Total from investment operations .38 .49 .23 .19 .28
Net asset value, end of year 10.20 9.82 9.33 9.10 8.91
Total Return 3.87% 5.33% 2.50% 2.10% 3.31%
Ratios and Supplemental Data
Ratio of net investment income to
average net assets 4.03% 4.11% 2.87% 3.60% 4.33%
Portfolio turnover rate 0%
Net assets at end of year (in 000's) 3,572 2,566 2,716 2,120 3,481
Ratio of expenses to average net assets 1.39% 1.38% 1.50% 1.59% 1.55%
<FN>
<F1>
Per share amounts have been calculated using the average shares
outstanding during the period.
</FN>
</TABLE>
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
NOTES TO FINANCIAL STATEMENTS, continued
11. Subsequent Event:
On February 20, 1997, the Supervisory Committee approved a name change
of one of the Portfolios from the Money Market Portfolio to the Short-
Term Income Fund.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The Financial Statements filed as part of Part B of this
Registration Statement are as follows:
Report of Independent Auditors dated February 11, 1997; Schedules
of Investments at December 31, 1996; Statements of Assets and
Liabilities at December 31, 1996; Statements of Operations for
the year ended December 31, 1996; Statements of Changes in Net
Assets for the years ended December 31, 1995 and December 31,
1996.
(b) Exhibits
<F1> (1) Declaration of Trust dated February 9, 1990,
Amendment to Declaration of Trust dated June 29,
<F2> 1992,
(2) Rules and Procedures of the Supervisory
<F1> Committee
(3) Not applicable
(4) Not applicable
(5) Investment Management Agreements
(a) Towneley Capital Management Inc
<F3> (b) Guardian Investment Management
<F3> (c) Scudder, Stevens & Clark, Inc.
(d) The Burridge Group LLC
<F4> (e) Lazard Freres Asset Management
(6) Not applicable
(7) Not applicable
(8) Fee Schedule, dated January 27, 1997, between the
Trust and the Custodial Trustee
<F1> (9) (a) Administrative Services Agreement between the
Trust and the Association. Addendum to
<F5> Administrative Services Agreement.
(b) Consulting Services Agreement between the
Trust and PaineWebber Incorporated.
(11) Consent of Coopers & Lybrand L.L.P., independent
accountants
(12) Not applicable
<F1> (13) Form of Investment Letter
<F6> (14) Model Plan Documents
(15) Not applicable
(16) Schedules for Computation of Performance
Quotations
(17) Financial Data Schedules
(EX-24) Power of Attorney
Item 25. Persons Controlled By or Under Common Control With
Registrant
<TABLE>
Item 26. Number of Holders of Securities
<CAPTION>
Number of
Title of Class Record Holders Date
<S> <C> <C>
Units of International
Value Equity Portfolio 29 December 31, 1996
Units of Value Equity
Portfolio 193 December 31, 1996
Units of Growth Equity
Portfolio 76 December 31, 1996
Units of Balanced Portfolio 80 December 31, 1996
Units of Long-Intermediate 73 December 31, 1996
Fixed Income Portfolio
Units of Short-Intermediate 79 December 31, 1996
Fixed Income Portfolio
Units of Short-Term Income Fund 76 December 31, 1996
</TABLE>
<F6> Item 27. Indemnification
Item 28. Business and Other Connections of Investment Adviser
Incorporated by reference to the following documents:
(a) Form ADV, Scudder, Stevens & Clark, Inc.,
File #801-252, dated January 23, 1997
(b) Form ADV, Guardian Investment Management,
File #801-11279, dated January 2, 1997
(c) Form ADV, Lazard Freres & Co. LLC,
File #801-6568, dated August 13, 1996
(d) Form ADV, Towneley Capital Management, Inc.,
File #801-07739, dated March 20, 1996
(e) Form ADV, The Burridge Group Inc,
File# 801-27033, dated May 2, 1996
<TABLE>
Item 29. Principal Underwriters
(a) The Securities and Exchange Commission may regard
the Alameda-Contra Costa Medical Association as the Registrant's
statutory principal underwriter, because of an agreement with the
Trust by the Association to inform its existing and potential
members and Participants of the availability of the Units as an
investment option for assets of Retirement Plans and because of
its establishment of the Trust. The Alameda-Contra Costa Medical
Association does not act as a principal underwriter, depositor or
investment advisor to any other investment companies. The
Trust's assets are not used to pay the costs of distribution.
(b) Information with respect to each Council member and
officer of the Alameda-Contra Costa Medical Association is
furnished in the following table:
<CAPTION>
<F7> Position and Position and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
<S> <C> <C>
Patricia L. Austin President None
and Council Member
Ernest E. Kundert Vice-President None
and Council Member
Donald Townsend Secretary-Treasurer None
and Council Member
Lyle N. Yates Council Member None
Istvan Borocz Council Member None
James Bryant Council Member None
Ronald Cooper Council Member None
Sharon Drager Council Member None
Thomas Forde Council Member None
Michael Gorin Council Member None
John Hadley Council Member None
Roger Iliff Council Member None
William H. Johnson, Jr. Council Member None
Albert Kahane Council Member None
Mary Alice Murphy Council Member None
Michael Ranahan Council Member None
Stephen Ross Council Member None
Colin Sinclair Council Member None
Ernest Sponzilli Council Member None
Michael Stein Council Member None
Scott Taylor Council Member None
Steven Una Council Member None
Stephen Van Meter Council Member None
John Wheaton Council Member None
Bernard Wolf Council Member None
</TABLE>
Item 29. (c) Not applicable
<F1> Item 30. Location of Accounts and Records
Item 31. Management Services - Not applicable
Item 32. Undertakings
[FN]
<F1>
Incorporated by reference to same item of Registration Statement
filed December 20, 1989.
<F2>
Incorporated by reference to same item of Post Effective
Amendment No. 3 filed July 2, 1992.
<F3>
Incorporated by reference to same item of Post Effective
Amendment No. 2 filed April 29, 1992.
<F4>
Incorporated by reference to same item of Post Effective
Amendment No. 6 filed March 1, 1995.
<F5>
Incorporated by reference to same item of Post Effective
Amendment No. 1 April 29, 1991.
<F6>
Incorporated by reference to same item of Pre-Effective Amendment
No. 3 filed July 16, 1990.
<F7>
All of 6230 Claremont Avenue, Oakland, CA 94618.
[/FN]
The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Oakland, and State of California on the 28th day of February,
1997.
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
By:___________________________
___________________________
Its:_______________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
_________________________* Chairman, Chief February 28
Robert E. Gwynn, M.D. Executive Officer and 1997
Member of the
Supervisory Committee
(Principal Executive
Officer)
_________________________* Secretary and February 28
William N. Guertin Member of the 1997
Supervisory Committee
_________________________* Treasurer and Member February 28
L. Richard Mello of the Supervisory 1997
Committee (Principal
Financial and
Accounting Officer)
_________________________* Member of the February 28
Michael Cohen, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Klaus R. Dehlinger, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Bruce M. Fisher, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
William R. Forsythe, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Albert K. Greenberg, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Robert R. Haumeder, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Richard Marchick, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Robert J. Oakes, M.D. Supervisory Committee 1997
_________________________* Member of the February 28
Richard Rihn, M.D. Supervisory Committee 1997
*_________________________
L. Richard Mello
By: Attorney-in-fact
<PAGE>
Registration No. 33-32684
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM N-lA
Registration Statement
Under
The Securities Act of 1933
Post-Effective Amendment No. 9
and
The Investment Company Act of 1940
Amendment No. 12
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
<PAGE>
EXHIBIT INDEX
Exhibit
Number
(5)(a) Investment Management Agreement, dated
July 11, 1996, between the Trust and Towneley Capital
Management, Inc.
(5)(d) Investment Management Agreement, dated
December 31, 1996, between the Trust and
The Burridge Group LLC.
(8) Fee Schedule, dated January 27, 1997, between the
Trust and the Custodial Trustee
(9)(b) Consulting Services Agreement between the Trust and
PaineWebber Incorporated.
(11) Consent of Coopers & Lybrand L.L.P.
(14) Model Plan Document-Form 5305 SIMPLE
(16) Schedules for Computation of Performance
Quotations.
(17) Financial Data Schedules
(EX-24) Power of Attorney
Exhibit Number (5) (a)
The Value Equity Portfolio
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of July 24, 1990, between the Alameda-Contra
Costa Medical Association Collective Investment Trust for
Retirement Plans (the "Trust") and Towneley Capital Management,
Inc. as an investment manager ("Investment Manager") to manage
the Equity Portfolio (the "Portfolio").
RECITALS
The Trust has been established to provide a satisfactory
diversification of investments for various Participating Trusts
which are IRAs that are exempt under Section 408(e) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
are maintained in conformity with Section 408(a) of the Code, or
trusts described in Section 401(a) of the Code that are exempt
from taxation under Section 501(a) of the Code and form parts of
stock bonus, pension or profit sharing plans, both of which are
subject to the provisions of the Employee Retirement and Income
Security Act of 1974 and the rules and regulations in force
thereunder;
The Trust is or will be registered with the Securities and
Exchange Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company Act;
The Supervisory Committee of the Trust appointed Wells Fargo
Bank, N.A. as Custodial Trustee of the Trust, to have custody of
the assets of each Portfolio; and
The Supervisory Committee desires Investment Manager, as an
investment manager of the Trust, to manage the investment of the
assets of the Portfolio, and the Investment Manager is willing to
render such services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this
Agreement, capitalized terms used in the Agreement have the
meanings defined in the Declaration of Trust, dated February 9,
1990, establishing the Trust (the "Declaration of Trust").
Section 2. Agreement to Act as Investment Manager, Etc.
(a) Subject to the direction and control of the Supervisory
Committee of the Trust, the Investment Manager will manage the
investment and reinvestment of the assets of the Portfolio as
follows:
(i) The Investment Manager will maintain a
continuous investment program for the
Portfolio;
(ii) The Investment Manager will determine what
securities shall be purchased or sold by the
Portfolio;
(iii) The Investment Manager will arrange for the
purchase and sale of securities held in the
Portfolio by placing orders pursuant to its
determinations either directly with the
issuer or with any broker or dealer who deals
in the securities in which the Trust is
active;
(iv) The Investment Manager will determine what
portion, if any, of the Portfolio shall be
held uninvested; and
(v) In connection with the foregoing, the
Investment Manager shall be entitled to
exercise each and every of the powers with
respect to the Portfolio set forth herein and
in the Trust's Registration Statement filed
with the Commission.
(b) Any investment program maintained by the Investment Manager
under this Agreement shall at all times conform to, and be in
accordance with any requirements imposed by: (i) the provisions
of the Investment Company Act, Investment Advisors Act, any rules
or regulations in force thereunder, and all other applicable
federal and state laws; (ii) the provisions of the Declaration of
Trust and the Rules and Procedures of the Supervisory Committee
as in effect from time to time and as communicated to the
Investment Manager by the Trust in writing; Any policies and
determinations of the Supervisory Committee of the Trust as in
effect from time to time and as communicated to the Investment
Manager by the Trust in writing; and (iv) the investment
objectives and policies of the Trust and the Portfolio, as
reflected in the Trust's Registration Statement that is filed
with the Commission. The Investment Manager shall invest the
assets of the Portfolio in the manner provided above and shall
diversify the Portfolio as contemplated by the Registration
Statement.
(c) The Investment Manager shall give the Trust the benefit of
its best judgment and effort in rendering services hereunder, but
the Investment Manager shall not be liable for any loss sustained
by reason of the adoption of any investment policy or decision by
the Supervisory Committee or in any event whatsoever, in the
absence of negligence, recklessness, willful misfeasance or bad
faith. Nothing herein contained shall, however, be construed to
protect the Investment Manager against any liability to the Trust
or the holders of Units issued by the Trust by reason of willful
misfeasance, bad faith or negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations
and duties under this Agreement.
(d) On occasions when the Investment Manager deems the
purchase, sale, or loan of a security to be in the best interest
of the Trust as well as other customers, the Investment Manager,
to the extent permitted by applicable law, may aggregate the
securities to be so purchased, sold or loaned in order to obtain
the best execution or lower brokerage commissions, if any. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
the Investment Manager in the manner it considers to be the most
equitable and consistent with its obligations to the Trust and to
such other customers.
(e) The Investment Manager may cause the Portfolio to pay a
broker which provides brokerage and research services to the
Investment Manager a commission for effecting a securities
transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the
Investment Manager determines in good faith that the amount paid
is reasonable in relation to the services received in terms of
the particular transaction of the Investment Manager's overall
responsibilities to the Portfolio.
(f) The Investment Manager shall maintain books and records
with respect to the securities transactions of the Portfolio and
shall render to the Supervisory Committee such periodic reports.
The Investment Manager shall assist in the preparation of reports
to Participating Trusts, to the Commission, and in all audits of
the Trust.
Section 3. Allocation of Expenses and Compensation of the
Investment Manager.
(a) The Investment Manager shall pay all expenses incurred by
it in connection with acting as investment adviser, other than
costs (including taxes and brokerage commissions) of securities
purchased for the Trust. Expenses incurred by the Investment
Manager include the costs of statistical and research data, other
accounting services, rendering periodic and special reports to
the Supervisory Committee and other costs associated with
providing investment research and portfolio management.
(b) The Trust agrees to pay the Investment Manager and the
Investment Manager agrees to accept as full compensation for all
services rendered by the Investment Manager as such, a fee for
its services for the Portfolio established under Section 4.1 of
the Declaration of Trust at an annual rate of 1% of the aggregate
fair market value of the assets of such Portfolio. The fee shall
be payable in advance, quarterly, as billed by the Investment
manager. The quarterly fee shall be determined by the average of
the month-end net fair market value of the Portfolio's assets
during the calendar quarter immediately preceding the quarter
with respect to which such fee is paid.
Section 4. Duration, Termination and Amendment.
(a) This Agreement shall become effective as to the Portfolio
immediately upon approval by a majority of the outstanding Units
of the Portfolio and by a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, cast in person at a meeting of the
Supervisory Committee called for the purpose of voting on this
Agreement. This Agreement shall remain in effect for one year
after the date it becomes effective and from year to year
thereafter, but only so long as such continuance is approved at
least annually either by the vote of a majority of the members of
the Supervisory Committee, including specific approval by a
majority of such persons who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, or by the vote of a majority of the
outstanding Units of such Portfolio, or by the Investment
Manager. This Agreement shall automatically and immediately
terminate in its entirety in the event of the assignment of this
Agreement within the meaning of Section 15(a)(4) of the
Investment Company Act.
(b) No provision of this Agreement may be changed, waived,
discharged or terminated as to any Portfolio orally, but only by
an instrument in writing signed by the Trust and the Investment
Manager and no amendment of this Agreement shall be effective
until approved by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, cast in person at a meeting called
for the purpose of voting on such amendment, and, if required by
the Investment Company Act, the vote of a majority of the
outstanding Units of the Portfolio.
Section 5. Quarterly Reports. The Investment Manager will
prepare and furnish to the Supervisory Committee, at least
quarterly, an account appraisal, transaction summary, transaction
ledger and brokerage commission reports.
Section 6. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all
as of the day and year first above written.
ALAMEDA CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
By: (Signature) Carl Goetsch
Chairman, Supervisory Committee
TOWNELEY CAPITAL MANAGEMENT, INC.
By: (Signature) Wesley McCain
Chairman
This fee schedule is an integral part of the Investment Advisory
Agreement dated July 24, 1990.
INVESTMENT ADVISORY FEES
1. Payable in advance on the first of each calendar quarter.
2. Quarterly fee calculated as follows on the basis of the
average of the fair market value, including accrued income, of
the cash and securities in the fund on the last days of each of
the preceding three months. The initial quarter's advisory fee
shall be calculated on the basis of the starting value of the
Fund.
a) 0.2500 per cent of the first ten million dollars of assets
consisting of the aggregate of all cash and the fair market value
of all securities.
b) 0.1875 per cent of the second ten million dollars of assets
calculated as in (a) above.
c) 0.1375 per cent of the next thirty million dollars of
assets calculated as in (a) above.
d) 0.1125 per cent of the next fifty million dollars of assets
calculated as in (a) above.
e) 0.1000 per cent on excess above one hundred million dollars
of assets calculated as in (a) above.
f) Minimum quarterly fee is $25,000.00
3. If this Agreement shall commence on a day which is not the
first day of a calendar quarter, the fee for the quarter in
question will be appropriately prorated.
4. If this Agreement shall terminate prior to the last day of a
calendar quarter, the fee paid for such quarter following the
date of termination will be prorated.
5. This Agreement assumes an Equity Portfolio where client
negotiates and directs brokerage commission.
APPROVED
(Signature) William N. Guertin Date: 7-11-96
Alameda Contra Costa Medical Association
APPROVED
(Signature) Wesley McCain Date: 7-8-96
Towneley Capital Management, Inc.
Exhibit Number (5) (d)
The Growth Equity Portfolio
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of December 31, 1996, between the Alameda-
Contra Costa Medical Association Collective Investment Trust for
Retirement Plans (the "Trust") and The Burridge Group Inc. as an
investment manager ("Investment Manager") to manage the Growth
Equity Portfolio (the "Portfolio").
RECITALS
The Trust has been established to provide a satisfactory
diversification of investments for various Participating Trusts
which are IRAs that are exempt under Section 408(e) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
are maintained in conformity with Section 408(a) of the Code, or
trusts described in Section 401(a) of the Code that are exempt
from taxation under Section 501(a) of the Code and form parts of
stock bonus, pension or profit sharing plans;
The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company Act;
The Supervisory Committee of the Trust appointed Wells Fargo
Bank, N.A. as Custodial Trustee of the Trust, to have custody of
the assets of each Portfolio; and
The Supervisory Committee desires Investment Manager, as an
investment manager of the Trust, to manage the investment of the
assets of the Portfolio, and the Investment Manager is willing to
render such services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this
Agreement, capitalized terms used in the Agreement have the
meanings defined in the Declaration of Trust, dated February 9,
1990, establishing the Trust (the "Declaration of Trust").
Section 2. Agreement to Act as Investment Manager, Etc.
(a) Subject to the direction and control of the Supervisory
Committee of the Trust, the Investment Manager will manage the
investment and reinvestment of the assets of the Portfolio as
follows:
(i) The Investment Manager will maintain a continuous
investment program for the Portfolio;
(ii) The Investment Manager will determine what securities
shall be purchased or sold by the Portfolio;
(iii) The Investment Manager will arrange for the purchase
and sale of securities held in the Portfolio by placing orders
pursuant to its determinations either directly with the issuer or
with any broker or dealer who deals in the securities in which
the Trust is active;
(iv) The Investment Manager will determine what portion,
if any, of the Portfolio shall be held uninvested; and
(v) In connection with the foregoing, the Investment
Manager shall be entitled to exercise each and every of the
powers with respect to the Portfolio set forth herein and in the
Trust's Registration Statement filed with the Commission.
(b) Any investment program maintained by the Investment Manager
under this Agreement shall at all times conform to, and be in
accordance with any requirements imposed by: (i) the provisions
of the Investment Company Act of 1940, Investment Advisors Act of
1940, Employee Retirement and Income Security Act of 1974, any
rules or regulations in force thereunder, and all other
applicable federal and state laws; (ii) the provisions of the
Declaration of Trust and the Rules and Procedures of the
Supervisory Committee as in effect from time to time; (iii) any
policies and determinations of the Supervisory Committee of the
Trust as in effect from time to time; and (iv) the investment
objectives and policies of the Trust and the Portfolio, as
reflected in the Trust's Registration Statement that is filed
with the Commission. The Investment Manager shall invest the
assets of the Portfolio in the manner provided above and shall
diversify the Portfolio as contemplated by the Registration
Statement.
(c) The Investment Manager shall give the Trust the benefit of
its best judgment and effort in rendering services hereunder, but
the Investment Manager shall not be liable for any loss sustained
by reason of the adoption of any investment policy by the
Supervisory Committee. Nothing herein contained shall, however,
be construed to protect the Investment Manager against any
liability to the Trust or the holders of Units issued by the
Trust by reason of willful misfeasance, bad faith or negligence
in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(d) On occasions when the Investment Manager deems the
purchase, sale, or loan of a security to be in the best interest
of the Trust as well as other customers, the Investment Manager,
to the extent permitted by applicable law, may aggregate the
securities to be so purchased, sold or loaned in order to obtain
the best execution or lower brokerage commissions, if any. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
the Investment Manager in the manner it considers to be the most
equitable and consistent with its obligations to the Trust and to
such other customers.
(e) The Investment Manager may cause the Portfolio to pay a
broker which provides brokerage and research services to the
Investment Manager a commission for effecting a securities
transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the
Investment Manager determines in good faith that the amount paid
is reasonable in relation to the services received in terms of
the particular transaction of the Investment Manager's overall
responsibilities to the Portfolio.
(f) The Investment Manager shall maintain books and records
with respect to the securities transactions of the Portfolio and
shall render to the Supervisory Committee such periodic and
special reports as the Supervisory Committee may reasonably
request. The Investment Manager shall assist in the preparation
of reports to Participating Trusts, to the Commission, and in all
audits of the Trust.
(g) The Supervisory Committee shall direct the Custodial
Trustee to keep safely in one or more separate accounts in the
name of the Trust all cash and securities of the Trust delivered
to the Custodial Trustee by the Investment Manager. All
securities held for the Trust that are issued in bearer form may
be held by the Custodial Trustee or its agent in that form or in
registered form. All securities held for the Trust other than in
bearer form shall be registered in the name of any duly appointed
and registered nominee of the Custodial Trustee. The Custodial
Trustee shall pay for and receive all securities purchased for
the Trust. The Custodial Trustee shall make delivery of
securities sold by the Trust only upon payment. In connection
with any conversion of securities pursuant to their terms,
reorganization, recapitalization, redemption in kind,
consolidation, merger, change of par value or similar conversion
or upon the exercise of subscription, purchase or other similar
rights represented by securities, the Custodial Trustee shall
exchange securities for other securities or for other
securities and cash. The Custodial Trustee shall also collect
all income and other payments due with respect to all securities
of the Trust and shall present for payment when due all such
securities.
Section 3. Allocation of Expenses and Compensation of the
Investment Manager.
(a) The Investment Manager shall pay all expenses incurred by
it in connection with acting as investment adviser, other than
costs (including taxes and brokerage commissions) of securities
purchased for the Trust. Expenses incurred by the Investment
Manager include the costs of statistical and research data, other
accounting services, rendering periodic and special reports to
the Supervisory Committee and other costs associated with
providing investment research and portfolio management.
(b) The Trust agrees to pay the Investment Manager and the
Investment Manager agrees to accept as full compensation for all
services rendered by the Investment Manager as such, a fee for
its services for the Portfolio established under Section 4.1 of
the Declaration of Trust at an annual rate in accordance with the
attached fee schedule.
Section 4. Date, Termination and Amendment.
(a) This Agreement shall become effective as of the date set
forth in the first paragraph hereof. This Agreement shall remain
in effect until April 1, 1998, and from year to year thereafter,
but only so long as such continuance is approved at least
annually (i) by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act and (ii) by the Supervisory Committee
or by the vote of a "majority" of the outstanding Units of the
Portfolio as that term is used in the Investment Company Act.
This Agreement may be terminated, on 60 days prior written
notice, as to any Portfolio at any time without the payment of
any penalty, by the vote of a majority of the members of the
Supervisory Committee, by the vote of a majority of the
outstanding Units of such Portfolio, or by the Investment
Manager. This Agreement shall automatically and immediately
terminate in its entirety in the event of the assignment of this
Agreement within the meaning of Section 15(a)(4) of the
Investment Company Act.
(b) No provision of this Agreement may be changed, waived,
discharged or terminated as to any Portfolio orally, but only by
an instrument in writing signed by the Trust and the Investment
Manager and no amendment of this Agreement shall be effective
until approved by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, cast in person at a meeting called
for the purpose of voting on such amendment, and, if required by
the Investment Company Act, the vote of a majority of the
outstanding Units of the Portfolio.
Section 5. Quarterly Reports. The Investment Manager will
prepare and furnish to the Supervisory Committee, at least
quarterly, written reports evaluating, analyzing, and approving
the Portfolio.
Section 6. Acknowledgement of Fiduciary. The Investment Manager
acknowledges that it is a fiduciary to the extent the Investment
Manager exercised control over assets of such trust of each
Qualified Plan of which a Participating Trust is a part.
Section 7. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all
as of the day and year first above written.
ALAMEDA CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
By: (Signature) Robert E. Gwynn
Chairman, Supervisory Committee
THE BURRIDGE GROUP LLC
By: (Signature) John H. Streuer
President
THE BURRIDGE GROUP INC., Manager Member
THE BURRIDGE GROUP LLC
Fee Schedule
The Growth Equity Portfolio
.75% first $10 million
.625% next $10 million
.50% next $20 million
.375% next $20 million
.25% next $40 million
The excess of $100 million is negotiable.
Fees are generally billed at the end of each quarter based upon
the amount of assets under management at the beginning of the
quarter.
Exhibit Number (8)
Fee schedule, dated January 27, 1997, between the Trust and the
Custodial Trustee
Alameda-Contra Costa Medical Association
Fee Schedule for Client using Qualified Investment Managers
Fees are based on the market value of the account, prorated and
charged quarterly. Applies to all assets, including holding in
short-term money accounts or funds and participant loans.
.07 of 1% on first $20,000,000
.05 of 1% on next $25,000,000
.03 of 1% on Balance
$2,000 per account charge
Minimum annual fee.....$5,000
All fees due and payable 30 days from date of bill. Unpaid fees
outstanding over 30 days will be subject to late charges of 1%
per month on the unpaid balance. All fees are subject to change.
Company: Alameda-Contra Medical Association Date: 1/23/97
Accepted: (Signature) William N. Guertin
(Signature) Roger Parodi 1/27/97
Assistant Vice President and Trust Officer
Wells Fargo
SUPPLEMENTAL CHARGES
1. TRANSACTION CHARGES
Charges for these services are in addition to the
Trustee/Custody fees. They are assessed as the service is
provided and billed quarterly except as noted.
Charges for Non-Wells Fargo Investments
Per Transaction
Trades (includes Purchases and Sales)
Affirmed book entry.........................$15
All other security trades...................$20
Employer Stock/Mutual Funds/Money
Market Instruments/GIC/GAC..................$20
(Does not include wire, reinvestment of income)
Purchase or sale of:
Wells Fargo CDs.....................No Charge
Non WFB CDs...............................$75
(includes wire charges and maturity)
Security distributions/re-registrations.....$25
Options (Sale through closing transaction)..$50
Employer Proxies
Proxy tabulation......................$.50/Card
Report detailing voting results.....$300/Report
Any out-of-pocket expenses incurred
Cash Transaction Fees
Cash Transactions
Check disbursements (includes processing, reporting,
tax forms and mailing costs, as applicable)
Non-recurring................................$7
Recurring
Check by mail..............................$3
Electronic direct deposit..................$1
Change or addition...........................$2
Outgoing wire transfers.....................$15
Loans to Participants (of Defined Contribution Plans)
Set-up charge/refinance (each loan).........$75
Change to rate or terms.....................$50
Payment by employer payroll deduction
(per loan per year).......................$40
Participant payment by check
(per scheduled payment)...................$10
2. SPECIAL FEES FOR EXTRAORDINARY SERVICES - Additional
compensation will be requested for:
- Overdrafts
- Any special services, reporting or tax returns rendered;
- Other services for which compensation is not expressly
provided, including but not limited to consultation with
clients or their agents;
- Out-of-pocket travel expenses incurred to attend meetings;
- Employer security appraisals.
All fees due and payable 30 days from date of bill. Fees unpaid
within 30 days will be subject to late charges of 1% per month on
the unpaid balance. All fees subject to change.
Company Name: Alameda-Contra Costa Med Assoc Date: 1/27/97
Accepted: (Signature) William N. Guertin
(Signature) Roger Parodi 1/27/97
Assistant Vice President and Trust Officer
Wells Fargo Bank
Exhibit (9)(b)
Consulting Services Agreement between the Trust and PaineWebber
Incorporated
PRIME Asset Consulting
PaineWebber Incorporated
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is effective as
of January 1, 1996 by and between the Alameda-Contra Costa
Medical Association Collective Investment Trustees for Retirement
Plans (the "Client" or "Trustees") and PaineWebber Incorporated
("PaineWebber" or "Consultant").
WHEREAS, the Client has been established to provide a
satisfactory diversification of investments for various
Participating Trusts which are IRAs that are exempt from taxation
under Section 408(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and that are maintained in conformity with
Section 408(a) of the Code, or trusts described in Section 401(a)
of the Code that are exempt from taxation under Section 501(a) of
the Code and form parts of stock bonus, pension or profit-sharing
plans; and
WHEREAS, the Client serves as trustees to a trust which is
registered with the Securities and Exchange Commission as an
open-end diversified management investment company under the
Investment Company Act (the "Trust"); and
WHEREAS, the Client desires the Consultant to perform certain
advisory, consulting and reporting services and the Consultant is
willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:
1. Defined Terms
Unless otherwise defined in the Agreement, capitalized terms used
in the Agreement have the meanings defined in the Declaration of
Trust, dated February 9, 1990, establishing the Trust (the
"Declaration of Trust").
2. Services
PaineWebber will provide the following service(s) as reasonably
requested by Client:
- Quarterly monitoring of the performance of Client's investment
managers for up to eight (8) portfolios.
- Preparation of an asset allocation study and/or investment
policy statement(s).
- Assistance in the search for investment managers.
- Additional services; including
(i) assist Client in educating prospective and current
participants generally as to the investment objective and
policies of Client and the mechanics of investing in the Trust
and specifically in relation to the investment objectives and
goals of individual participants with respect to investment of
retirement assets;
(ii) assist Client in educating other medical associations as
Client and PaineWebber agree to the investment objectives and
policies of Client and the mechanics of investing in the Trust;
and
(iii) such other and additional investment consulting and
advisory services as may be reasonably requested.
3. Client Information
Client will provide PaineWebber with all pertinent information
regarding investment objectives, risk tolerance, asset
allocation, historical performance, income and liquidity
requirements of Client and prospective and current individual
participants as well as any other relevant matters that may from
time to time be requested. PaineWebber may rely on the
information so provided without further verification. If
Client's meeds or objectives change so that the information
previously provided is no longer accurate or complete, client
agrees to notify PaineWebber promptly about such change and to
provide the updated information.
4. Selection and Implementation
Client acknowledges that it has retained, and will exercise,
final decision-making authority and responsibility both for the
selection of any investment manager(s) as well as for the
implementation of any investment plan or strategy resulting from
the services provided under this agreement.
5. Information Provided
Any information provided by PaineWebber which has been obtained,
computed, formatted or displayed by outside sources is believed
accurate by may not have been independently verified by
PaineWebber and is not guaranteed or warranted. Of course,
information regarding past performance is not a guarantee of
future results. Any non-public information provided by either
party to the other will be considered confidential.
6. Fees
Client shall pay PaineWebber $72,000 per annum, payable annually
after the close of the calendar year by invoice from PaineWebber.
Invoices for fees shall be payable within thirty (30) days of
receipt. Any dollar amount paid by Client, as specifically
directed by Client's investment managers as "soft dollars" for
brokerage and execution services in accordance with a letter of
direction from Client, a copy of which shall be provided to
PaineWebber during the calendar year, shall be credited against
PaineWebber's fees at a rate of 50%. Such brokerage and
execution services shall be charged generally at six cents
($0.06) per share. The minimum commission for any equity
transaction shall not be less than $75. If Client uses directed
brokerage commissions to pay Consultant, Consultant may receive
commissions in excess of the amount needed to pay Consultant's
fee hereunder. Any excess amount generated for one calendar year
shall not be carried forward to apply to future years.
7. Representations
PaineWebber represents that it is a registered investment adviser
under the Investment Advisers Act of 1940 and that it is
authorized and empowered to enter into this agreement.
Client represents that it is authorized and empowered to enter
into this agreement. If this agreement in being signed on behalf
of a corporation, trust, partnership or other business or legal
entity, it is represented that applicable law and/or governing
documents both authorize and permit this agreement and provide
for the authority of the person signing this agreement.
8. Termination
Client may terminate this agreement within five business days of
its signing and receive a full refund of all fees paid to by
PaineWebber. Thereafter, Client or PaineWebber may terminate
this agreement by notifying the other in writing and termination
will become effective sixty (60) day after receipt of such
notice. However, termination will not affect Client
responsibilities under this agreement for fees owed as a result
of services rendered or cost incurred by PaineWebber. Upon
termination, PaineWebber will have no further obligation under
this agreement to act or advise Client with respect to its
assets.
9. Additional Contractual Matters
This agreement represents the entire understanding with regard to
the matters specified here, and any changes must be in writing.
If any part of this agreement is found to be invalid or
unenforceable, it will not affect the validity or enforceability
of the remainder of the agreement. This agreement is made and
will be interpreted under the laws of the State of California
provided that there is no inconsistency with the federal
securities laws. PaineWebber may not assign this agreement
without Client consent.
All written communication from client regarding the matters
covered by this agreement shall be sent to Client's Investment
Executive unless Client is specifically directed otherwise. All
such written communication to Client shall be sent to the address
contained in the records at PaineWebber.
This agreement only governs the services and fees specified
herein, and it shall not affect or be applicable to any other
services provided to Client or any related person or entity by
PaineWebber pursuant to separate agreement or understanding. Any
other services provided to Client will be subject to separate
fees or charges.
10. Arbitration
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court
including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and
different from court proceedings.
- The arbitrator's award is not required to include factual
findings or legal reasoning and any party's right to appeal or to
seek modification of rulings by the arbitrators is strictly
limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.
Client agrees, and by carrying an account for you PaineWebber
agrees, that any and all controversies which may arise between
Client and PaineWebber concerning any account, transaction,
dispute or the construction, performance, or breach of this or
any other agreement, whether entered into prior, on or subsequent
to the date hereof, shall be determined by arbitration. Any
arbitration under this agreement shall be held under and pursuant
to and be governed by the Federal Arbitration Act, and shall be
conducted before an arbitration panel convened by the New York
Stock Exchange, Inc. or the National Association of Securities
Dealers, Inc. Client may also select any other national security
exchange's arbitration forum upon which PaineWebber is legally
required to arbitrate the controversy with Client, including,
where applicable, the Municipal Securities Rulemaking Board.
Such arbitration shall be governed by the rules of the
organization convening the panel. Client may elect in the first
instance the arbitration forum, but if Client fails to make such
election, by registered letter or telegram addressed to
PaineWebber at PaineWebber's main office, before the expiration
of five (5) days after receipt of a written request from
PaineWebber to make such election then PaineWebber may make such
election. The award of the arbitrators, or of the majority of
them, shall be final, and judgment upon the award rendered may be
entered in any court of competent jurisdiction.
No person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a
putative class action; who is a member of a putative class who
has opted out of the class with respect to any claims encompassed
by the putative class action until:(I) the class certification is
denied; (II) the class is discertified; or (III) the customer is
excluded from the class by the court. Such forbearance to
enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this agreement except to the extent stated
herein.
Client expressly agrees that service of process in any action
shall be sufficient if served by certified mail, return receipt
requested, at Client's last address known to PaineWebber. Client
expressly waives any defense to service of process set forth
above.
By signing this Agreement, Client hereby agrees to be bound by
the terms and conditions herein, including the arbitration clause
in section 10, and acknowledges receipt of both a copy of the
agreement and a copy of PRIME's investment advisory disclosure
document.
Agreed to the 22nd day of February 1996
AGREED TO:
Name of Client: Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans
BY: (If more than one, all principals must sign. If any
signatory is a fiduciary, the capacity in which he/she is acting
should be indicated.)
(Signature) Robert E. Gwynn Date: 2-22-96 Title: Chairman,
Supervisory Committee
(Signature) William N. Guertin Date: 2-22-96 Title: Executive
Director
(Signature) Lawrence R. Mello Date: 2-22-96 Title: Administrator
AGREED TO:
PRIME Asset Consulting
PaineWebber Incorporated
BY:
(Signature) Vic Perella Date: 2-20-96 Title: Senior Vice
President
Exhibit (11)
Firm: Coopers & Lybrand, L.L.P.
A Professional Services Firm
Consent of Independent Auditors
We consent to the inclusion in Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A (File No. 33-32864) of
Alameda-Contra Costa Medical Association Collective Investment
Trust for Retirement Plans of our report dated February 11, 1997,
except for Note 11 for which the date is February 20, 1997, on
our audit of the financial statements of Alameda-Contra Costa
Medical Association Collective Investment Trust For Retirement
Plans.
Coopers & Lybrand, L.L.P.
San Frnacisco, California
February 25, 1997
Exhibit (14)
Model Plan Document
Form 5305-SIMPLE
(October 1996)
Department of the Treasury
Internal Revenue Service
Savings Incentive Match Plan for
Employees of Small Employers (SIMPLE)
(for Use With a Designated Financial Institution)
________________________________________________________________
__________________________establishes the following SIMPLE plan
Name of Employer
under section 408(p) of the Internal Revenue Code and pursuant to
the instructions contained in this form.
_________________________________________________________________
Article I-Employee Eligibility Requirements (Complete appropriate
box(es) and blanks-see instructions)
_________________________________________________________________
1. General Eligibility Requirements. The Employer agrees to
permit salary reduction contributions to be made in each
calendar year to the SIMPLE individual retirement account or
annuity established at the designated financial institution
(SIMPLE IRA) for each employee who meets the following
requirements (select either 1a or 1b):
a __ Full Eligibility. All employees are eligible.
b __ Limited Eligibility. Eligibility is limited to employees
who are described in both (i) and (ii) below:
(i) Current compensation. Employees who are reasonably
expected to receive at least $______ in compensation (not
to exceed $5,000) for the calendar year.
(ii) Prior compensation. Employees who have received at least
$______ in compensation (not to exceed $5,000) during any
_____ calendar year(s) (insert 0, 1, or 2) preceding the
calendar year.
2. Excludable Employees (OPTIONAL)
__ The Employer elects to exclude employees covered under a
collective bargaining agreement for which retirement
benefits were the subject of good faith bargaining.
_________________________________________________________________
Article II-Salary Reduction Agreements (Complete the box and
blank, if appropriate-see instructions.)
_________________________________________________________________
1. Salary Reduction Election. An eligible employee may make a
salary reduction election to have his or her compensation for
each pay period reduced by a percentage. The total amount of
the reduction in the employee's compensation cannot exceed
$6,000* for any calendar year.
2. Timing of Salary Reduction Elections
a. For a calendar year, an eligible employee may make or modify
a salary reduction election during the 60-day period
immediately preceding January 1 of that year. However, for
the year in which the employee becomes eligible to make
salary reduction contributions, the period during which the
employee may make or modify the election is a 60-day period
that includes either the date the employee becomes eligible
or the day before.
b. In addition to the election periods in 2a, eligible
employees may make salary reduction elections or modify
prior elections ___________________ (If the Employer chooses
this option, insert a period or periods (e.g. semi-annually,
quarterly, monthly, or daily) that will apply uniformly to
all eligible employees.)
c. No salary reduction election may apply to compensation that
an employee received, or had a right to immediately receive,
before execution of the salary reduction election.
d. An employee may terminate a salary reduction election at any
time during the calendar year. __ If this box is checked,
an employee who terminates a salary reduction election not
in accordance with 2b may not resume salary reduction
contributions during the calendar year.
_________________________________________________________________
Article III-Contributions (Complete the blank, if appropriate-see
instructions)
_________________________________________________________________
1. Salary Reduction Contributions. The amount by which the
employee agrees to reduce his or her compensation will be
contributed by the Employer to the employee's SIMPLE IRA.
2. Other Contributions
a. Matching Contributions
(i) For each calendar year, the Employer will contribute a
matching contribution to each eligible employee's SIMPLE
IRA equal to the employee's salary reduction
contributions up to a limit of 3% of the employee's
compensation for the calendar year.
(ii) The Employer may reduce the 3% limit for the calendar
year in (i) only if:
(1) The limit is not reduced below 1%; (2) The limit is
not reduced for more than 2 calendar years during the
5-year period ending with the calendar year the
reduction is effective; and (3) Each employee is
notified of the reduced limit within a reasonable
period of time before the employees' 60-day election
period for the calendar year (described in Article
II, item 2a).
b. Nonelective Contributions
(i) For any calendar year, instead of making matching
contributions, the Employer may make nonelective
contributions equal to 2% of compensation for the
calendar year to the SIMPLE IRA of each eligible employee
who has at least $_____ (not more than $5,000) in
compensation for the calendar year. No more than
$160,000* in compensation can be taken into account in
determining the nonelective contribution for each
eligible employee.
(ii) For any calendar year, the Employer may make 2%
nonelective contributions instead of matching
contributions only if:
(1) Each eligible employee is notified that a 2%
nonelective contribution will be made instead of a
matching contribution; and
(2) This notification is provided within a reasonable
period of time before the employees' 60-day election
period for the calendar year (described in Article
II, item 2a)
3. Time and Manner of Contributions
a. The Employer will make the salary reduction contributions
(described in 1 above) to the designated financial
institution for the IRAs established under this SIMPLE plan
no later than 30 days after the end of the month in which
the money is withheld from the employee's pay. See
instructions.
b. The Employer will make the matching or nonelective
contributions (described in 2a and 2b above) to the
designated financial institution for the IRAs established
under this SIMPLE plan no later than the due date for filing
the Employer's tax return, including extensions, for the
taxable year that includes the last day of the calendar year
for which the contributions are made.
_________________________________________________________________
Article IV-Other Requirements and Provisions
_________________________________________________________________
1. Contributions in General. The Employer will make no
contributions to the SIMPLE IRAs other than salary reduction
contributions (described in Article III, item 1) and matching
or nonelective contributions (described in Article III, items
2a and 2b).
2. Vesting Requirements. All contributions made under this
SIMPLE plan are fully vested and nonforfeitable.
3. No Withdrawal Restrictions. The Employer may not require the
employee to retain any portion of the contributions in his or
her SIMPLE IRA or otherwise impose any withdrawal
restrictions.
4. No Cost Or Penalty For Transfers. The Employer will not any
cost or penalty on a participant for the transfer of the
participant's SIMPLE IRA balance to another IRA.
5. Amendments To This SIMPLE Plan. This SIMPLE plan may not be
amended except to modify the entries inserted in the blanks or
boxes provided in Articles I, II, III, VI, and VII.
6. Effects Of Withdrawals and Rollovers
a. An amount withdrawn from the SIMPLE IRA is generally
includible in gross income. However, a SIMPLE IRA balance
may be rolled over or transferred on a tax-free basis to
another IRA designed solely to hold funds under a SIMPLE
plan. In addition, an individual may roll over or transfer
his or her SIMPLE IRA balance to any IRA on a tax-free basis
after a 2-year period has expired since the individual first
participated in a SIMPLE plan. Any rollover or transfer
must comply with the requirements under section 408.
b. If an individual withdraws an amount from a SIMPLE IRA
during the 2-year period beginning when the individual first
participated in a SIMPLE plan and the amount is subject to
the additional tax on early distributions under section
72(t), this additional tax is increased from 10% to 25%.
_________________________________________________________________
Article V-Definitions
_________________________________________________________________
1. Compensation
a. General Definition of Compensation. Compensation means the
sum of the wages, tips, and other compensation from the
Employer subject to federal income tax withholding (as
described in section 6051(a)(3)) and the employee's salary
reduction contributions made under this plan, and, if
applicable, elective deferrals under a section 401(k) plan,
a SARSEP, or a section 403(b) annuity contract and
compensation deferred under a section 457 plan required to
be reported by the Employer on Form W-2 (as described in
section 6058(a)(8)).
b. Compensation for Self-Employed Individuals. For self-
employed individuals, compensation means the net earnings
from self-employment determined under section 1402(a) prior
to subtracting any contributions made pursuant to this plan
on behalf of the individual.
2. Employee. Employee means a common-law employee of the
Employer. The term employee also includes a self-employed
individual and a leased employee described in section 414(n)
but does not include a nonresident alien who received no
earned income from the Employer that constitutes income from
sources within the United States.
3. Eligible Employee. An eligible employee means an employee who
satisfies the conditions in Article I, item 1 and is not
excluded under Article, item 2.
4. Designated Financial Institution. A designated financial
institution is a trustee, custodian, or insurance company
(that issues annuity contracts) for the SIMPLE plan that
receives all contributions made pursuant to the SIMPLE plan
and deposits those contributions to the SIMPLE IRA of each
eligible employee.
_________________________________________________________________
Article VI-Procedures for Withdrawal (The designated financial
institution will provide the instructions (to be attached or
inserted in the space below) on the procedures for withdrawals of
contributions by employees.)
_________________________________________________________________
Article VII-Effective Date
_________________________________________________________________
This SIMPLE plan is effective ______________. (See instructions.)
____________________________ ___________________________________
Name of Employer By: Signature Date
____________________________ ___________________________________
Address of Employer Name and title
The undersigned agrees to serve as designated financial
institution, receiving all contributions made pursuant to this
SIMPLE plan and depositing those contributions to the SIMPLE IRA
of each eligible employee as soon as practicable. Upon the
request of any participant, the undersigned also agrees to
transfer the participant's balance in a SIMPLE IRA established
under this SIMPLE plan to another IRA without cost or penalty to
the participant.
____________________________ ___________________________________
Name of designated financial By: Signature Date
institution
____________________________ ___________________________________
Address Name and title
* This amount will be adjusted to reflect any annual cost-of-
living increases announced by the IRS.
_________________________________________________________________
Model Notification to Eligible Employees
I. Opportunity to Participate in the SIMPLE Plan
You are eligible to make salary reduction contributions to the
_________________ SIMPLE plan. This notice and the attached
summary description provide you with information that you should
consider before you decide whether to start, continue, or change
your salary reduction agreement.
II. Employer Contribution Election
For the ______ calendar year, the employer elects to
contribute to your SIMPLE IRA (employer must select either
(1), (2), or (3)):
__ (1) A matching contribution equal to your salary reduction
contributions up to a limit of 3% of your compensation for
the year;
__ (2) A matching contribution equal to your salary reduction
contributions up to a limit of ___% (employer must insert a
number from 1 to 3 and is subject to certain restrictions)
of your compensation for the year; or
__ (3) A nonelective contribution equal to 2% of your
compensation for the year (limited to $160,000*) if you are
an employee who makes at least $_____ (employer must insert
an amount that is $5,000 or less) in compensation for the
year.
III. Administrative Procedures
If you decide to start or change your salary reduction
agreement, you must complete the salary reduction agreement
and return it to _______________ (employer should designate a
place or individual) by ___________ (employer should insert a
date that is not less than 60 days after notice is given.)
_________________________________________________________________
Model Salary Reduction Agreement
I. Salary Reduction Election
Subject to the requirements of the SIMPLE plan of _________
(name of employer) I authorize _____% or $______ (which equals
____% of my current rate of pay) to be withheld from my pay for
each pay period and contributed to my SIMPLE IRA as a salary
reduction contribution.
II. Maximum Salary Reduction
I understand that the total amount of my salary reduction
contributions in any calendar year cannot exceed $6,000*.
III. Date Salary Reduction Begins
I understand that my salary reduction contributions will
start as soon as permitted under the SIMPLE plan and as soon
as administratively feasible or, if later, _____________.
(Fill in the date you want the salary reduction contributions
to begin. The date must be after you sign this agreement.)
IV. Duration of Election
This salary reduction agreement replaces any earlier agreement
and will remain in effect as long as I remain an eligible
employee under the SIMPLE plan or until I provide my employer
with a request to end my salary reduction contributions or
provide a new salary reduction agreement as permitted under
this SIMPLE plan.
Signature of employee______________________________
Date ______________________________
* This amount will be adjusted to reflect any annual cost-of-
living increases announced by the IRS.
_________________________________________________________________
Purpose of Form
Form 5305-SIMPLE is a model Savings Incentive Match Plan for
Employees of Small Employers (SIMPLE) plan document that an
employer may use in combination with SIMPLE IRAs to establish a
SIMPLE plan described in section 408(p). It is important that
you keep this form for your records. DO NOT file this form with
the IRS. For more information, see Pub. 560, Retirement Plans
for the Self-Employed, and Pub.590, Individual Retirement
Arrangements (IRAs).
Instruction for the Employer
Which Employers May Establish and Maintain a SIMPLE Plan?
You are eligible to establish and maintain a SIMPLE plan only if
you meet both of the following requirements:
1. Last calendar year, you had no more than 100 employees
(including self-employed individuals) who earned $5,000 or more
in compensation from you during the year. If you have a SIMPLE
plan but later exceed this 100-employee limit, you will be
treated as meeting the limit for the two years following the
calendar year in which you last satisfied the limit. If the
failure to continue to satisfy the 100-employee limit is due to
an acquisition or similar transaction involving your business,
special rules apply. Consult your tax advisor to find out if you
can still maintain the plan after the transaction.
2. You do not maintain during any part of the calendar year
another qualified plan with respect to which contributions are
made, or benefits are accrued, for service in the calendar year.
For this purpose, a qualified plan (defined in section 219(g)(5))
includes a qualified pension plan, a profit-sharing plan, a stock
bonus plan, a qualified annuity plan, a tax-sheltered annuity
plan, and a simplified employee pension (SEP) plan.
Certain related employers (trades or businesses under common
control) must be treated as a single employer for purposes of the
SIMPLE requirements. These are: (1) a controlled group of
corporations under section 414(b); (2) a partnership or sole
proprietorship under common control under section 414(c); or (3)
an affiliated service group under section 414(m). In addition,
if you have leased employees required to be treated as your own
employees under the rules of section 414(n), then you must count
all such leased employees for the requirements listed above.
When to Use Form 5305-SIMPLE
A SIMPLE plan may be established by using this Model Form or any
other document that satisfies the statutory requirements. Thus,
you are not required to use Form 5305-SIMPLE to establish and
maintain a SIMPLE plan. Further, do not use Form 5305-SIMPLE if:
1. You do not want to require that all SIMPLE plan contributions
initially go to a financial institution designated by you. (e.g.,
you want to permit each of your eligible employees to choose a
financial institution that will initially receive
contributions.);
2. You want employees who are nonresident aliens receiving no
earned income from you that constitutes income from sources
within the United States to be eligible under this plan; or
3. You want to establish a SIMPLE 401(k) plan.
Completing Form 5305-SIMPLE
Pages 1 and 2 of Form 5305-SIMPLE contain the operative
provisions of your SIMPLE plan. This SIMPLE plan is considered
adopted when you have completed all appropriate boxes and blanks
and it has been executed by you and the designated financial
institution.
The SIMPLE plan is a legal document with important tax
consequences for you and your employees. You may want to consult
with your attorney or tax advisor before adopting this plan.
Employee Eligibility Requirements (Article I)
Each year for which this SIMPLE plan is effective, you must
permit salary reduction contributions to be made by all of your
employees who are reasonably expected to receive at least $5,000
in compensation from you during the year, and who received at
least $5,000 in compensation from you in any 2 preceding years.
However, you can expand the group of employees who are eligible
to participate in the SIMPLE plan by completing the options
provided in Article I, items 1a and 1b. To choose full
eligibility, check the box in Article I, item 1a. Alternatively,
to choose limited eligibility, check the box in Article I, 1b,
and then insert $5,000 or a lower compensation amount (including
zero) and 2 or a lower number of years of service in the blanks
in (i) and (ii) of Article I, item 1b.
In addition, you can exclude from participation those employees
covered under a collective bargaining agreement for which
retirement benefits were the subject of good faith bargaining.
You may do this by checking the box in Article I, item 2.
Salary Reduction Agreements (Article II)
As indicated in Article II, item 1, a salary reduction agreement
permits an eligible employee to make a salary reduction election
to have his or her compensation for each pay period reduced by a
percentage (expressed as a percentage or dollar amount). The
total amount of the reduction in the employee's compensation
cannot exceed $6,000* for any calendar year.
Timing of Salary Reduction Elections
For a calendar year, an eligible employee may make or modify a
salary reduction election during the 60-day period immediately
preceding January 1 of that year. However, for the year in which
the employee becomes eligible to make salary reduction
contributions, the period during which the employee may make or
modify the election is a 60-day period that includes either the
date the employee becomes eligible or the day before.
You can extend the 60-day election periods to provide additional
opportunities for eligible employees to make or modify salary
reduction elections using the blank in Article II, item 2b. For
example, you can provide that eligible employees may make new
salary reduction elections or modify prior elections for any
calendar quarter during the 30 days before that quarter.
You may use (but are not required to) the Model Salary Reduction
Agreement on page 3 to enable eligible employees to make or
modify salary reduction elections.
Employees must be permitted to terminate their salary reduction
elections at any time. They may resume salary reduction
contributions if permitted under Article II, item 2b. However,
by checking the box in Article II, item 2d, you may prohibit an
employee who terminates a salary reduction election outside the
normal election cycle from resuming salary reduction
contributions during the remainder of the calendar year.
Contributions (Article III)
Only contributions described below may be made to this SIMPLE
plan. No additional contributions may be made.
Salary Reduction Contributions
As indicated in Article III, item 1, salary reduction
contributions consist of the amount by which the employee agrees
to reduce his or her compensation. You must contribute the
salary reduction contributions to the designated financial
institution for the employee's SIMPLE IRA.
Other Contributions
Matching Contributions
In general, you must contribute a matching contribution to each
eligible employee's SIMPLE IRA equal to the employee's salary
reduction contributions. This matching contribution cannot
exceed 3% of the employee's compensation. See Definition of
Compensation, below.
You may reduce this 3% limit to a lower percentage, but not lower
than 1%. You cannot lower the 3% limit for more than 2 calendar
years out of the 5-year period ending with the calendar year the
reduction if effective.
Note: If any year in the 5-year period described above is a year
before you first established any SIMPLE plan, you will be treated
as making a 3% matching contribution for that year for purposes
of determining when you may reduce the employer matching
contribution.
In order to elect this option, you must notify the employees of
the reduced limit within a reasonable period of time before the
applicable 60-day election periods for the year. See Timing of
Salary Reduction Elections above.
Nonelective contributions.-Instead of making a matching
contribution, you may, for any year, make a nonelective
contribution equal to 2% of compensation for each eligible
employee who has at least $5,000 in compensation for the year.
Nonelective contributions may not be based on more than $160,000*
of compensation.
In order to elect to make nonelective contributions, you must
notify employees within a reasonable period of time before the
applicable 60-day election periods for such year. See Timing of
Salary Reduction Elections above.
Note: Insert $5,000 in Article III, item 2b(i) to impose the
$5,000 compensation requirement. You may expand the group of
employees who are eligible for nonelective contributions by
inserting a compensation amount lower than $5,000.
Effective Date (Article VII)
Insert in Article VII, the date you want the provisions of the
SIMPLE plan to become effective. You must insert January 1 of
the applicable year unless this is the first year for which you
are adopting any SIMPLE plan. If this is the first year for
which you are adopting a SIMPLE plan, you may insert any date
between January 1 and October 1, inclusive of the applicable
year. Do not insert any date before January 1, 1997.
Other Important Information About Your SIMPLE Plan
Timing of Salary Reduction Contributions
Under the Internal Revenue Code, for all SIMPLE plans, the
employer must make the salary reduction contributions to the
designated financial institution for the SIMPLE IRAs of all
eligible employees no later than the 30th day of the month
following the month in which the amounts would otherwise have
been payable to the employee in cash. The Department of Labor
has indicated that most SIMPLE plans are also subject to title I
of the Employee Retirement Income Security Act of 1974 (ERISA).
The Department of Labor has informed the IRS that, as a matter of
enforcement policy, for these plans, salary reduction
contributions must be made to the SIMPLE IRA at the designated
financial institution as of the earliest date on which those
contributions can reasonably be segregated from the employer's
general assets, but in no event later than the 30-day deadline
described above.
Definition of Compensation
"Compensation" means the amount described in section 6051(a)(3)
(wages, tips, and other compensation from the employer subject to
federal income tax withholding under section 3401(a)). Usually,
this is the amount shown in box 1 of Form W-2, Wage and Tax
Statement. For further information, see Pub. 15 (Circular E) ,
Employer's Tax Guide. Compensation also includes the salary
reduction contributions made under this plan, and, if applicable,
compensation deferred under a section 457 plan. In determining
an employee's compensation for prior years, the employee's
elective deferrals under a section 401(k) plan, a SARSEP, or a
section 403(b) annuity contract are also compensation.
For self-employed individuals, compensation means the net
earnings from self-employment determined under section 1402(a)
prior to subtracting any contributions made pursuant to this
SIMPLE plan on behalf of the individual.
Employee Notification
You must notify eligible employees prior to the employees' 60-day
election period described above that they can make or change
salary reduction elections. In this notification, you must
indicate whether you will provide:
1. A matching contribution equal to your employees' salary
reduction contributions up to a limit of 3% of the compensation;
2. a matching contribution equal to your employees' salary
reduction contributions subject to a percentage limit that is
between 1 and 3% of their compensation; or
3. A nonelective contribution equal to 2% of your employees'
compensation.
You can use the Model Notification to Eligible Employees or page
3 to satisfy these employee notification requirements for this
SIMPLE plan. A Summary Description must also be provided to
eligible employees at this time. This summary description
requirement may be satisfied by providing a completed copy of
pages 1 and 2 of Form 5305-SIMPLE (including the Article IV
Procedures for Withdrawals and transfers from the SIMPLE IRAs
established under this SIMPLE plan).
If you fail to provide the employee notification (including the
summary description) described above, you will be liable for a
penalty of $50 per day until the notification is provided. If
you can show that the failure was due to reasonable cause, the
penalty will not be imposed.
Reporting Requirements
You are not required to file any annual information returns for
your SIMPLE plan, such as Forms 5500, 5500-C/R, or 5500-EZ.
However, you must report to the IRS which eligible employees are
active participants in the SIMPLE plan and the amount of your
employees' salary reduction contributions to the SIMPLE plan on
Form W-2. These contributions are subject to social security,
medicare, railroad retirement, and federal unemployment tax.
Deducting Contributions
Contributions to this SIMPLE plan are deductible in you tax year
containing the end of the calendar year for which the
contributions are made.
Contributions will be treated as made for a particular tax year
if they are made for that year and are made by the due date
(including extensions) of your income tax return for that year.
Choosing the Designated Financial Institution
As indicated in Article V, item 4, a designated financial
institution is a trustee, custodian or insurance company (that
issues annuity contracts) for the SIMPLE plan that would receive
all contributions made pursuant to the SIMPLE plan and deposit
the contributions to the SIMPLE IRA of each eligible employee.
Only certain financial institutions, such as banks, savings &
loan associations, insured credit unions, insurance companies
(that issue annuity contracts), or IRS-approved non bank trustees
may serve as a designated financial institution under a SIMPLE
plan.
You are not required to choose a designated financial institution
for your SIMPLE plan. However, if you do not want to choose a
designated financial institution, you cannot use this form (See
When to Use Form 5305-SIMPLE on page 4).
Instructions for the Designated Financial Institution
Completing Form 5306-SIMPLE
by completing Article VII, you have agreed to be the designated
financial institution for the SIMPLE plan. You agree to maintain
IRAs on behalf of all individuals receiving contributions under
the plan and to receive all contributions made pursuant to this
plan and to deposit those contributions to the SIMPLE IRAs of
each eligible employee as soon as practicable. You also agree
that upon the request of a participant, you will transfer the
participant's balance in a SIMPLE IRA to another IRA without cost
or penalty to the participant.
Summary Description
Each year the SIMPLE plan is in effect, you must provide the
employer the information described in section 408(I)(2)(B). This
requirement may be satisfied by providing the employer a current
copy of Form 5305-SIMPLE (including instructions) together with
your procedures for withdrawals and transfers from the SIMPLE
IRAs established under this SIMPLE plan. The summary description
must be received by the employer in sufficient time to comply
with the Employee Notification requirements on page 5.
If you fail to provide the summary description described above,
you will be liable for a penalty of $50 per day until the
notification is provided. If you can show that the failure was
due to reasonable cause, the penalty will not be imposed.
Exhibit 16
Schedule for Computation of Performance Quotations
n
TOTAL RETURN FORMULA: P(1+T) = ERV
P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = Ending redeemable value of a hypothetical
$1,000 investment made at the beginning of
each period listed below at the end of each
such period (or fractional portion thereof)
INTERNATIONAL VALUE EQUITY PORTFOLIO: (inception date 12/1/95)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,109.00 or an annual compounded rate of 10.90%
For the 1.08 year period ended December 31, 1996:
1.08
$1,000(1+T) = $1,118.98 or an annual compounded rate of 10.97%
GROWTH EQUITY PORTFOLIO: (inception date 10/1/92)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,170.30 or an annual compounded rate of 17.03%
For the 4.25 year period ended December 31, 1996:
4.25
$1,000(1+T) = $1,669.71 or an annual compounded rate of 12.82%
VALUE EQUITY PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,178.80 or an annual compounded rate of 17.88%
For the 5 year period ended December 31, 1996:
5
$1,000(1+T) = $1,909.42 or an annual compounded rate of 13.81%
For the 6.42 year period ended December 31, 1996:
6.42
$1,000(1+T) = $2,294.45 or an annual compounded rate of 13.29%
BALANCED PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,147.80 or an annual compounded rate of 14.78%
For the 5 year period ended December 31, 1996:
5
$1,000(1+T) = $1,622.26 or an annual compounded rate of 10.16%
For the 6.42 year period ended December 31, 1996:
6.42
$1,000(1+T) = $1,823.56 or an annual compounded rate of 9.81%
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,015.60 or an annual compounded rate of 1.56%
For the 5 year period ended December 31, 1996:
5
$1,000(1+T) = $1,321.89 or an annual compounded rate of 5.77%
For the 6.42 year period ended December 31, 1996:
6.42
$1,000(1+T) = $1,587.10 or an annual compounded rate of 7.46%
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO:(inception date 8/2/90)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,032.10 or an annual compounded rate of 3.21%
For the 5 year period ended December 31, 1996:
5
$1,000(1+T) = $1,258.15 or an annual compounded rate of 4.70%
For the 6.42 year period ended December 31, 1996:
6.42
$1,000(1+T) = $1,457.19 or an annual compounded rate of 6.04%
SHORT-TERM INCOME FUND: (inception date 8/2/90)
For the 1 year period ended December 31, 1996:
1
$1,000(1+T) = $1,038.70 or an annual compounded rate of 3.87%
For the 5 year period ended December 31, 1996:
5
$1,000(1+T) = $1,181.96 or an annual compounded rate of 3.40%
For the 6.42 year period ended December 31, 1996:
6.42
$1,000(1+T) = $1,280.00 or an annual compounded rate of 3.92%
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> VALUE EQUITY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 20,048,798
<INVESTMENTS-AT-VALUE> 23,356,141
<RECEIVABLES> 103,890
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,460,031
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<OTHER-ITEMS-LIABILITIES> 109,448
<TOTAL-LIABILITIES> 109,448
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<SHARES-COMMON-PRIOR> 2,108,975
<ACCUMULATED-NII-CURRENT> 1,310,456
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,613,114
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,307,343
<NET-ASSETS> 23,350,583
<DIVIDEND-INCOME> 510,880
<INTEREST-INCOME> 47,216
<OTHER-INCOME> 1,530
<EXPENSES-NET> 380,135
<NET-INVESTMENT-INCOME> 179,491
<REALIZED-GAINS-CURRENT> 2,583,986
<APPREC-INCREASE-CURRENT> 852,756
<NET-CHANGE-FROM-OPS> 3,616,233
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 84,307
<NUMBER-OF-SHARES-REDEEMED> 132,843
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,070,170
<ACCUMULATED-NII-PRIOR> 1,130,965
<ACCUMULATED-GAINS-PRIOR> 6,029,128
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 193,005
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 423,824
<AVERAGE-NET-ASSETS> 21,353,988
<PER-SHARE-NAV-BEGIN> 9.62
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 1.62
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.34
<EXPENSE-RATIO> 1.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> BALANCED
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 3,468,570
<INVESTMENTS-AT-VALUE> 4,570,914
<RECEIVABLES> 62,110
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,633,024
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24,406
<TOTAL-LIABILITIES> 24,406
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,722,593
<SHARES-COMMON-STOCK> 423,839
<SHARES-COMMON-PRIOR> 389,364
<ACCUMULATED-NII-CURRENT> 531,367
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 252,314
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,102,344
<NET-ASSETS> 4,608,618
<DIVIDEND-INCOME> 41,064
<INTEREST-INCOME> 100,004
<OTHER-INCOME> 0
<EXPENSES-NET> 66,047
<NET-INVESTMENT-INCOME> 75,021
<REALIZED-GAINS-CURRENT> 35,993
<APPREC-INCREASE-CURRENT> 448,358
<NET-CHANGE-FROM-OPS> 559,372
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 63,749
<NUMBER-OF-SHARES-REDEEMED> 8,306
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,119,126
<ACCUMULATED-NII-PRIOR> 456,346
<ACCUMULATED-GAINS-PRIOR> 216,321
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 23,745
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 66,829
<AVERAGE-NET-ASSETS> 3,985,345
<PER-SHARE-NAV-BEGIN> 9.47
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 1.38
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.87
<EXPENSE-RATIO> 1.68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> LONG INTERMEDIATE FIXED
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 4,596,799
<INVESTMENTS-AT-VALUE> 4,720,365
<RECEIVABLES> 63,730
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,784,095
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 51,331
<TOTAL-LIABILITIES> 51,331
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,662,488
<SHARES-COMMON-STOCK> 453,931
<SHARES-COMMON-PRIOR> 493,852
<ACCUMULATED-NII-CURRENT> 1,729,249
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 217,461
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 123,566
<NET-ASSETS> 4,732,764
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 328,815
<OTHER-INCOME> 0
<EXPENSES-NET> 70,328
<NET-INVESTMENT-INCOME> 258,487
<REALIZED-GAINS-CURRENT> 53,493
<APPREC-INCREASE-CURRENT> (238,190)
<NET-CHANGE-FROM-OPS> 73,790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 53,506
<NUMBER-OF-SHARES-REDEEMED> 59,416
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,352
<ACCUMULATED-NII-PRIOR> 1,470,762
<ACCUMULATED-GAINS-PRIOR> 163,968
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,145
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 70,328
<AVERAGE-NET-ASSETS> 4,884,246
<PER-SHARE-NAV-BEGIN> 10.27
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> (0.45)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.43
<EXPENSE-RATIO> 1.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> SHORT INTERMEDIATE FIXED
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 4,499,091
<INVESTMENTS-AT-VALUE> 4,466,635
<RECEIVABLES> 50,755
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,517,390
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22,520
<TOTAL-LIABILITIES> 22,520
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,658,759
<SHARES-COMMON-STOCK> 436,883
<SHARES-COMMON-PRIOR> 525,221
<ACCUMULATED-NII-CURRENT> 1,775,085
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 93,482
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (32,456)
<NET-ASSETS> 4,494,870
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 318,145
<OTHER-INCOME> 38
<EXPENSES-NET> 76,620
<NET-INVESTMENT-INCOME> 241,563
<REALIZED-GAINS-CURRENT> 23,613
<APPREC-INCREASE-CURRENT> (104,511)
<NET-CHANGE-FROM-OPS> 160,665
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,708
<NUMBER-OF-SHARES-REDEEMED> 180,691
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,577,646)
<ACCUMULATED-NII-PRIOR> 1,533,522
<ACCUMULATED-GAINS-PRIOR> 69,869
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 27,301
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 76,620
<AVERAGE-NET-ASSETS> 5,217,385
<PER-SHARE-NAV-BEGIN> 9.97
<PER-SHARE-NII> .49
<PER-SHARE-GAIN-APPREC> (.17)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.29
<EXPENSE-RATIO> 1.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> SHORT TERM INCOME
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 3,569,630
<INVESTMENTS-AT-VALUE> 3,559,660
<RECEIVABLES> 52,351
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,612,011
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 39,895
<TOTAL-LIABILITIES> 39,895
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,252,224
<SHARES-COMMON-STOCK> 350,355
<SHARES-COMMON-PRIOR> 262,939
<ACCUMULATED-NII-CURRENT> 1,387,160
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (57,298)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (9,970)
<NET-ASSETS> 3,572,116
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 152,160
<OTHER-INCOME> 0
<EXPENSES-NET> 39,080
<NET-INVESTMENT-INCOME> 113,080
<REALIZED-GAINS-CURRENT> 4,012
<APPREC-INCREASE-CURRENT> (17,432)
<NET-CHANGE-FROM-OPS> 99,660
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 121,583
<NUMBER-OF-SHARES-REDEEMED> 32,401
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,006,351
<ACCUMULATED-NII-PRIOR> 1,274,080
<ACCUMULATED-GAINS-PRIOR> (61,310)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,632
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39,080
<AVERAGE-NET-ASSETS> 2,809,401
<PER-SHARE-NAV-BEGIN> 9.82
<PER-SHARE-NII> 0.40
<PER-SHARE-GAIN-APPREC> (0.02)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.20
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> GROWTH EQUITY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 3,115,004
<INVESTMENTS-AT-VALUE> 4,081,792
<RECEIVABLES> 87,317
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,169,109
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,139
<TOTAL-LIABILITIES> 15,139
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,836,101
<SHARES-COMMON-STOCK> 248,695
<SHARES-COMMON-PRIOR> 244,957
<ACCUMULATED-NII-CURRENT> (96,181)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 447,262
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 966,788
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<DIVIDEND-INCOME> 24,555
<INTEREST-INCOME> 3,084
<OTHER-INCOME> 1,542
<EXPENSES-NET> 66,118
<NET-INVESTMENT-INCOME> (36,937)
<REALIZED-GAINS-CURRENT> 147,020
<APPREC-INCREASE-CURRENT> 468,911
<NET-CHANGE-FROM-OPS> 578,994
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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<NUMBER-OF-SHARES-REDEEMED> 21,370
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<NET-CHANGE-IN-ASSETS> 792,773
<ACCUMULATED-NII-PRIOR> (59,244)
<ACCUMULATED-GAINS-PRIOR> 300,242
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<PER-SHARE-NII> (0.14)
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<PER-SHARE-NAV-END> 16.70
<EXPENSE-RATIO> 1.84
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> INTERNATIONAL VALUE EQUITY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1,000,545
<INVESTMENTS-AT-VALUE> 1,095,521
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<SHARES-COMMON-PRIOR> 96,381
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<OVERDISTRIBUTION-GAINS> 0
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<EXPENSE-RATIO> 2.02
<AVG-DEBT-OUTSTANDING> 0
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</TABLE>
Exhibit EX-24
SPECIAL POWER OF ATTORNEY
RICHARD RIHN, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Richard Rihn, M.D., a member of the Supervisory Committee of
the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Richard Rihn, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
ROBERT J. OAKES, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Robert J. Oakes, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Robert J. Oakes, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
RICHARD MARCHICK, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Richard Marchick, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Richard Marchick, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
ROBERT R. HAUMEDER, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Robert R. Haumeder, M.D., a member of the Supervisory
Committee of the Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans (the "Trust"),
whose principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Robert R. Haumeder, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
ROBERT E. GWYNN, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Robert E. Gwynn, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Robert E. Gwynn, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
ALBERT K. GREENBERG, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Albert K. Greenberg, M.D., a member of the Supervisory
Committee of the Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans (the "Trust"),
whose principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Albert K. Greenberg, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
WILLIAM R. FORSYTHE, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, William R. Forsythe, M.D., a member of the Supervisory
Committee of the Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans (the "Trust"),
whose principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) William R. Forsythe, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
BRUCE M. FISHER, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Bruce M. Fisher, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Bruce M. Fisher, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
KLAUS R. DEHLINGER, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Klaus Dehlinger, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Klaus R. Dehlinger, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: December 19, 1989
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
MICHAEL L. COHEN, M.D., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, Michael L. Cohen, M.D., a member of the Supervisory Committee
of the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) Michael L. Cohen, M.D.
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: February 10, 1997
(Signature) L. Richard Mello
<PAGE>
SPECIAL POWER OF ATTORNEY
WILLIAM N. GUERTIN., PRINCIPAL
L. RICHARD MELLO, ATTORNEY-IN-FACT
I, William N. Guertin, a member of the Supervisory Committee of
the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust"), whose
principal office is at 6230 Claremont Avenue, Oakland,
California, appoint L. Richard Mello, whose business address is
6230 Claremont Avenue, Oakland, California as my true and lawful
attorney-in-fact to act in my place for purposes of signing,
executing, and delivering in my name or otherwise, such
instruments as may be required in connection with the operation
and business of the Trust, which shall include but not
necessarily by limited to any instruments filed with the
Securities and Exchange Commission, Internal Revenue Service,
Department of Corporations of the State of California, Franchise
Tax Board of the State of California or any other agency, bureau,
or department of any other state or local government.
I further grant to my attorney-in-fact full authority to act in
any manner proper and necessary to the exercise of the foregoing
powers.
The authority granted to my attorney-in-fact under this
instrument shall continue in full force and effect until the
earliest of the time of my death, incapacity or resignation or
removal from the Supervisory Committee of the Trust.
IN WITNESS WHEREOF, I have executed this Special Power of
Attorney on December 19, 1989 at Oakland, California.
(Signature) William N. Guertin
ACCEPTANCE
I, L. Richard Mello, accept the authority granted under this
Special Power of Attorney
Dated: February 10, 1997
(Signature) L. Richard Mello
