As filed on April 30, 1997
Securities Act of 1933
File No. 33-32684
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. 11 [ x ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14 [ 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)
[ X ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on April 30, 1998 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.
Total number of pages: XX. Exhibit Index at C-XX.
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. The Statement of Additional
Information is incorporated by reference into this Prospectus.
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, 1998
<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 15
The Growth Equity Portfolio 17
The Value Equity Portfolio 18
The Balanced Portfolio 19
The Long-Intermediate Fixed Income Portfolio 21
The Short-Intermediate Fixed Income Portfolio 23
The Short-Term Income Fund 25
Special Risk Considerations 26
Dividends and Distributions 27
INVESTMENT RESTRICTIONS 27
REDEMPTIONS 28
EXCHANGES 29
VALUATION OF UNITS 30
PERFORMANCE 30
INVESTMENT MANAGEMENT AND ADMINISTRATION ARRANGEMENTS 31
The Supervisory Committee 31
The Custodial Trustee 31
The Administrator 33
The Investment Management Agreements 32
The Investment Consultant 35
Expenses of the Trust 35
INCOME TAX INFORMATION 36
Tax Treatment of the Trust 36
Tax Treatment of Participating Trusts 36
OTHER INFORMATION 36
Description of the Units and Voting Rights 36
Amendment and Termination of the Trust 38
Independent Accountants 38
Additional Information 38
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 ADRs), 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
Kemper Investments, 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 <F1>
<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>
Annual Portfolio Operating
Expenses (as a percentage
of average net assets): <F2>
Management Fees 0.97% 0.75% 0.80% 0.64% 0.50% 0.50% 0.50%
12b-1 Fees 0.% 0.% 0.% 0.% 0.% 0.% 0.%
Other Expenses
Custodial Trustee 0.13% 0.13% 0.13% 0.13% 0.13% 0.13% 0.13%
Administrator 0.44% 0.44% 0.44% 0.44% 0.44% 0.44% 0.44%
Other 0.38% 0.41% 0.41% 0.41% 0.21% 0.22% 0.23%
_____ _____ _____ _____ _____ _____ _____
Total Other Expenses 0.95% 0.98% 0.10% 0.98% 0.78% 0.79% 0.80%
Total Portfolio Operating
Expenses <F3> 1.92% 1.73% 1.78% 1.62% 1.28% 1.29% 1.30%
Net Portfolio Operating
Expenses <F4> 1.80% 1.62% 1.66% 1.61% 1.28% 1.28% 1.30%
<FN>
<F1>
The Trust does not impose a sales load, redemption fees or exchange fees and there are no initial or
annual maintenance fees for participation.
<F2>
"Operating Expenses" are based on actual expense amounts incurred for the year ended December 31, 1997.
<F3>
Ratio has been calculated using the expense amount which excludes rimbursed and waived expenses and
includes fees paid indirectly. If including all expenses, the ratio would be 1.97%, 1.79%, 1.83%, 1.67%,
1.33%, 1.34% and 1.35% for 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 respectively. All ratios would remain
unchanged for 1996 and prior years.
<F4>
Ratio has been calculated using the net expense amount which excludes reimbursed and waived expenses and
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 $ 18 $ 16 $ 17 $ 16 $ 13 $ 13 $ 13
3 Years $ 57 $ 51 $ 52 $ 51 $ 41 $ 41 $ 41
5 Years $ 97 $ 88 $ 90 $ 88 $ 70 $ 71 $ 71
10 Years $212 $192 $197 $191 $155 $156 $157
</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>
CONSENSED FINANCIAL INFORMATION
The per unit amounts of certain Portfolios have been
restated to reflect a unit split in 1996, 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, 1997 has been
audited by Coopers & Lybrand, L.L.P., independent auditors, whose
report dated February 13, 1998 is incorporated by reference into the Statement
ofAdditional Information, both of 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 1997, which may be obtained from the
Association without charge at the same address and number.
Financial Highlights
<CAPTION>
INTERNATIONAL EQUITY PORTFOLIO
<S> <C> <C> <C>
1997 1996 1995 <F5>
Net asset value, beginning of period $11.19 $10.09 $10.00
Net investment income 0.06 0.10 0
Net realized and unrealized gain 1.88 1.00 0.09
_____ _____ _____
Total from investment operations 1.94 1.10 0.09
Net asset value, end of year $13.13 $11.19 $10.09
Total Return 17.34% 10.90% 0.90% <F6>
Ratios/Supplemental Data
Ratio of net investment income to
average net assets 0.48% 1.01% 0.04% <F6>
Portfolio turnover rate 18.05% 40.54% 0%
Average commission rate per share $0.2179 $0.0909
Net assets at end of year (in 000's) $1,725 $1,154 $805
Ratio of expenses to average net assets 1.92% <F7> 2.02% <F7> 0.11%
Ratio of net expenses to average
net assets 1.80% <F8> 1.94% <F8> 0.11%
<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 expense amount which excludes reimbursed
and waived expenses and includes fees paid indirectly. If including all
expenses, the ratio would be 1.97% for 1997 and remain unchanged for 1996.
<F8>
Ratio has been calculated using the net expense amount which excludes reimbursed
and waived expenses and fees paid indirectly.
</FN>
</TABLE>
<PAGE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
GROWTH EQUITY PORTFOLIO 1997 1996 1995 1994 1993 1992 <F9>
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $16.70 $14.27 $12.12 $13.01 $11.74 $10.00
Net investment income/(loss)<F25> (0.19) (0.14) (0.07) (0.11) (0.07) (0.01)
Net realized and unrealized gain/(loss) 3.16 2.57 2.22 (0.78) 1.34 1.75
_____ _____ _____ _____ _____ _____
Total from investment operations 2.97 2.43 2.15 (0.89) 1.27 1.74
Net asset value, end of year $19.67 $16.70 $14.27 $12.12 $13.01 $11.74
Total Return 17.78% 17.03% 17.74% (6.84)% 10.82% 69.60% <F10>
Ratios/Supplemental Data
Ratio of net investment income/
(loss) to average net assets (1.04) (0.99)% (0.68)% (0.72)% (0.68)% (0.07)%
Portfolio turnover rate 28.84% 28.97% 33.63% 52.49% 38.58% 12.95%
Average commission rate per share $0.0802 $0.0741
Net assets at end of year (in 000's) $3,897 $4,154 $3,361 $2,539 $3,242 $1,660
Ratio of expenses to average net assets 1.73%<F11>1.84%<F11>1.67% 1.86% 1.79% 0.41%
Ratio of net expenses to average
net assets 1.62%<F12>1.77%<F12>1.67% 1.86% 1.79% 0.41%
<FN>
<F9>
From October 1, 1992 (inception) through December 31, 1992.
<F10>
Annualized.
<F11>
Ratio has been calculated using the expense amount which excludes reimbursed
and waived expenses and includes fees paid indirectly. If including all
expenses, the ratio would be 1.79% for 1997 and remain unchanged for 1996.
<F12>
Ratio has been calculated using the net expense amount which excludes
reimbursed and waived fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
VALUE EQUITY PORTFOLIO 1997 1996 1995 1994 1993 1992 1991 1990 <F13>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.34 $ 9.62 $ 7.66 $ 7.74 $ 6.71 $ 5.94 $ 4.90 $ 4.89
Net investment income/(loss)<F25> 0.00 0.10 0.12 0.02 0.06 0.13 0.13 0.08
Net realized and unrealized gain/(loss) 3.56 1.62 1.84 (0.10) 0.97 0.64 0.91 (0.07)
_____ _____ _____ _____ _____ _____ ____
Total from investment operations 3.56 1.72 1.96 (0.08) 1.03 0.77 1.04 0.01
Net asset value, end of year $14.90 $11.34 $ 9.62 $ 7.66 $ 7.74 $ 6.71 $ 5.94 $ 4.90
Total Return 31.39% 17.88% 25.57% (0.99)% 15.37% 12.88% 21.22% 0.33% <F14>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets (0.01)% 0.84% 1.15% 0.70% 1.18% 1.75% 2.39% 1.67%
Portfolio turnover rate 63.25% 98.50% 103.58% 116.01% 65.85% 85.40% 75.67% 56.48%
Average commission rate per share $0.0601 $0.0601
Net assets at end of year(in 000's) $28,321 $23,351 $20,280 $16,825 $15,518 $12,622 $11,761 $9,598
Ratio of expenses to average net assets 1.78%<F15> 1.98%<F15> 1.82% 1.99% 1.99% 2.01% 2.16% 0.59%
Ratio of net expenses to average
net assets 1.66%<F16> 1.78%<F16> 1.82% 1.99% 1.99% 2.01% 2.16% 0.59%
<FN>
<F13>
From August 2, 1990 (inception) through December 31, 1990.
<F14>
Annualized.
<F15>
Ratio has been calculated using the expense amount which excludes reimbursed
and waived expenses and includes fees paid indirectly. If including all
expenses, the ratio would be 1.83% for 1997 and remain unchanged for 1996.
<F16>
Ratio has been calculated using the net expense amount which excludes
reimbursed and waived expenses and fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
BALANCED PORTFOLIO 1997 1996 1995 1994 1993 1992 1991 1990 <F17>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.87 $ 9.47 $ 7.64 $ 7.64 $ 7.05 $ 6.70 $ 5.66 $ 5.95
Net investment income/(loss)<F25> 0.20 0.02 0.08 0.34 0.32 0.13 0.16 0.20
Net realized and unrealized gain/(loss) 2.22 1.38 1.75 (0.34) 0.27 0.22 0.88 (0.49)
_____ _____ _____ _____ _____ _____ _____ _____
Total from investment operations 2.42 1.40 1.83 0 0.59 0.35 1.04 (0.29)
Net asset value, end of year $13.29 $10.87 $ 9.47 $ 7.64 $ 7.64 $ 7.05 $ 6.70 $ 5.66
Total Return 22.26% 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 1.63% 1.88% 2.68% 3.09% 2.57% 2.59% 3.37% 3.51%
Portfolio turnover rate 9.16% 7.67% 6.30% 5.18% 4.75% 17.78% 13.61% 5.43%
Average commission rate per share $0.1087 $0.0825
Net assets at end of year (in 000's) $4,991 $4,609 $3,489 $2,486 $2,854 $3,223 $2,593 $1,795
Ratio of expenses to average net assets 1.62%<F19> 1.68%<F19> 1.47% 1.63% 1.63% 1.64% 1.78% 0.29%
Ratio of net expenses to average
net assets 1.66%<F20> 1.66%<F20) 1.47% 1.63% 1.63% 1.64% 1.78% 0.29%
<FN>
<F17>
From August 2, 1990 (inception) through December 31, 1990.
<F18>
Annualized.
<F19>
Ratio has been calculated using the expense amount which excludes reimbursed
and waived expenses and includes fees paid indirectly. If including all
expenses, the ratio would be 1.67% for 1997 and remain unchanged for 1996.
<F20>
Ratio has been calculated using the net expense amount which excludes
reimbursed and waived expenses and fees paid indirectly.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO 1997 1996 1995 1994 1993 1992 1991 1990 <F21>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.43 $10.27 $ 8.71 $ 9.16 $ 8.39 $ 7.89 $ 6.87 $ 6.58
Net investment income/(loss)<F25> 0.57 0.61 0.34 1.08 0.53 0.55 0.43 0.28
Net realized and unrealized gain/(loss) 0.30 (0.45) 1.22 (1.53) 0.24 (0.05) 0.58 0.01
_____ _____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.87 0.16 1.56 (0.45) 0.77 0.50 1.01 0.29
Net asset value, end of year $11.30 $10.43 $10.27 $ 8.71 $ 9.16 $ 8.39 $ 7.88 $ 6.87
Total Return 8.34% 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 5.28% 5.29% 5.53% 5.64% 5.44% 6.11% 6.49% 4.36%
Portfolio turnover rate 160.81% 17.30% 5.95% 0.00% 10.68% 9.79% 20.60% 1.86%
Net assets at end of year (in 000's) $4,009 $4,733 $4,722 $3,763 $5,156 $4,908 $4,843 $3,816
Ratio of expenses to average net assets 1.28%<F23> 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.
<F23>
Ratio has been calculated using the expense amount which excludes reimbursed and
waived expenses. If including all expenses, the ratio would be 1.33%.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information
<CAPTION>
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO 1997 1996 1995 1994 1993 1992 1991 1990 <F24>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.29 $ 9.97 $ 8.99 $ 9.23 $ 8.68 $ 8.18 $ 7.33 $ 6.74
Net investment income<F25> 0.53 0.49 0.71 0.69 0.37 0.01 0.41 0.33
Net realized and unrealized gain/(loss) 0.09 (0.17) 0.27 (0.93) 0.18 0.49 0.44 0.26
_____ _____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.62 0.32 0.98 (0.24) 0.55 0.50 0.85 0.59
Net asset value, end of year $10.91 $10.29 $ 9.97 $ 8.99 $ 9.23 $ 8.68 $ 8.18 $ 7.33
Total Return 6.03% 3.21% 10.88% (2.58)% 6.38% 6.06% 11.58% 21.06%<F26>
Ratios/Supplemental Data
Ratio of net investment income/(loss) to
average net assets 4.98% 4.63% 4.76% 4.78% 4.75% 5.16% 6.04% 4.60%
Portfolio turnover rate 69.25% 31.68% 19.21% 0.00% 25.60% 6.69% 41.22% 26.50%
Net assets at end of year (in 000's) $4,148 $4,495 $6,073 $6,182 $7,575 $6,747 $3,336 $2,666
Ratio of expenses to average net assets 1.29%<F27> 1.47% 1.37% 1.51% 1.47% 1.47% 1.68% 0.28%
<FN>
<F24>
From August 2, 1990 (inception) through ecember 31, 1990
<F25>
Per share amounts have been calculated using the average shares outstanding during the period
<F26>
Annualized.
<F27>
Ratio has been calculated using the expense amount which excludes reimbursed and waived
expenses. If including all expenses, the ratio would be 1.34%.
</FN>
</TABLE>
<TABLE>
Condensed Financial Information, continued
<CAPTION>
SHORT-TERM INCOME 1997 1996 1995 1994 1993 1992 1991 1990<F28>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $10.20 $ 9.82 $ 9.33 $ 9.10 $ 8.91 $ 8.63 $ 8.20 $ 7.88
Net investment income <F25> 0.45 0.40 0.87 0.26 2.09 1.62 0.61 0.28
Net realized and unrealized gain/(loss) 0.02 (0.02) (0.38) (0.03) (1.90) (1.34) (0.18) 0.04
_____ _____ _____ _____ _____ _____ _____
Total from investment operations 0.47 0.38 0.49 0.23 0.19 0.28 0.43 0.32
Net asset value, end of year $10.67 $10.20 $ 9.82 $ 9.33 $ 9.10 $ 8.91 $ 8.63 $ 8.20
Total Return 4.61% 3.87% 5.33% 2.50% 2.10% 3.31% 5.14% 9.78%<F29>
Ratios/Supplemental Data
Ratio of net investment income/(loss)
to average net assets 4.34% 4.03% 4.11% 2.87% 3.60% 4.33% 5.10% 7.72%
Portfolio turnover rate 40.97% 0%
Net assets at end of year (in 000's) $2,962 $3,572 $2,566 $2,716 $2,120 $3,481 $7,415 $9,619
Ratio of expenses to average net assets 1.30%<F30> 1.39% 1.38% 1.50% 1.59% 1.55% 1.76% 0.59%
<FN>
<F28>
From August 2, 1990 (inception) through December 31, 1990.
<F29>
Annualized
<F30>
Ratio has been calculated using the expense amount which excludes reimbursed and
waived expenses. If including all expenses, the ratio would be 1.35%.
</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, together
with any accrued interest, are then invested in the respective
Portfolios as of the Valuation Date. Daily interest is paid only
on amounts greater than or equal to $10,000. Other accumulated
interest is allocated quarterly to the Portfolios prorata on the
basis of assets. Participating Trusts investing less than $10,000,
are encouraged to tender payment near the valuation date.
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 or 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. 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 or 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
those 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 or 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 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 effective maturities upon purchase
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 high grade fixed
income securities, that is, 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 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
effective maturities upon purchase 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
Plans, a Participant should assess the risks associated with the
types of investments made by that or each Portfolio.
The value of interest bearing securities held in the Balanced
Portfolio, the Long-Intermediate Fixed Income Portfolio, 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. 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.
The International Value Equity Portfolio, Value Equity Portfolio,
Growth Equity Portfolio and Balanced Portfolio may invest in
foreign companies, primarily through ADRs. Investing in securities
issued by foreign corporations or entities (including through
ADR's), involves considerations and possible risks not typically
associated with investing in securities 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) and changed circumstances
in dealings between nations. There is generally less public
information available about foreign companies and less
governmental regulation and supervision of foreign issuers,
markets and brokers. Foreign securities often trade with less
frequency and volume than domestic securities and, therefore,
tend to be less liquid and exhibit greater price volatility.
Additional costs also may be incurred in connection with
conversions between various currencies, trading in foreign markets
and maintaining custody.
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.
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 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 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, 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.
For more details on how the Trust values securities in it's
portfolios, 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 and two deposit accounts maintained for Participant
investments, withdrawals and loans, .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. There is a minimum annual fee of $5,000. 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"), 30 Rockefeller Plaza,
New York, New York 10020 is the Investment Manager of the
International Equity Portfolio. Lazard is a division of Lazard
Freres & Company LLC, which commenced business as an investment
advisor in 1848 and managed approximately $50 billion in
investments as of December 31, 1997. As listed on Lazard's Form
ADV filed with the Securities and Exchange Commission, Lazard is
majority owned by: General Member, Michel A. David-Weill; Lazard
Groupement d'Interet Economique, which is owned by Whitehall
Trust Limited, a wholly owned subsidiary of Pearson Plc., a
public UK company, of which Michel A. David-Weill is the only
shareholder who owns 5% or more.
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"), 115 South LaSalle Street,
Chicago, Illinois 60603 is the Investment Manager of the Growth
Equity Portfolio. Burridge is the successor to The Burridge Group
Inc, which commenced business as an investment adviser in 1986 and
managed approximately $1.35 billion in investments as of December
31, 1997. Burridge is indirectly majority owned by Affiliated Managers Group,
Inc. ("AMG"), a public 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, has been primarily responsible for the
day-to-day management of the Growth Equity Portfolio since 1995.
Mr. Fleming joined Burridge 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"), 144 East 30th
Street, New York, New York 10016 is the Investment Manager of the
Value Equity Portfolio. Towneley commenced business as an
investment advisor in 1971 and managed approximately $900 million
in investments as of December 31, 1997. Wesley G. McCain,
Chairman and founder, is the sole control person of Towneley.
Dr. McCain 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 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 and 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, .55
of 1% of the next $30,000,000, .45 of 1% of the next $50,000,000,
and .40 of 1% of the balance of the average monthly assets of such
Portfolio, with a minimum annual fee of $100,000. 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 assets. The fees charged by Towneley are
higher than those paid by most other investment companies.
Guardian Investment Management ("Guardian"), 44 Montgomery, Suite
1300, San Francisco, California 94104, is the Investment Manager
of the Balanced Portfolio. The individuals charged with the
responsibility of managing the Portfolio are 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.
Mr. Hansen and Mr. Tomasello are the sole owners and control
persons of Guardian. 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 Kemper Investments, Inc. ("Scudder"), 41st Floor, 101
California Street, San Francisco, California 94111, is the Investment
Manager of the Long-Intermediate Fixed Income Portfolio, the Short-
Intermediate Fixed Income Portfolio and the Short-Term Income Fund.
Approximately 70% of Scudder's outstanding voting securities are held
by subsidiaries of Zurich Insurance Company, an international insurance
and financial services organization. As of December 31, 1997, Scudder
managed in excess of $200 billion in assets.
Kristin L. Bradbury has been charged with the day-to-day management
of the Portfolio since 1996. Ms. Bradbury is a Vice President and
has been associated with the firm since July of 1993. She has over
11 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 Association'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.
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. At the direction of the Supervisory
Committee, the Custodial Trustee may transfer any asset of a
Portfolio to a liquidating account for the benefit of the
Participating Trusts. The asset transferred may be distributed
ratably in kind to the Participating Trusts or segregated and
administered for the benefit of the Participating Trusts.
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
without the approval of the 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.
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, 1998
To move funds among
ACCMA Accounts, 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 Income securities 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 Income securities 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 Income securities 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, 1998, 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, 1998
<PAGE>
TABLE OF CONTENTS
Page
GENERAL INFORMATION B-1
ADDITIONAL INVESTMENT RESTRICTIONS B-1
VALUATION OF UNITS B-2
MANAGEMENT OF THE TRUST B-4
PORTFOLIO TRANSACTIONS B-11
PERFORMANCE INFORMATION B-13
FINANCIAL STATEMENTS B-18
<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. For the year
ended December 31, 1997, the annual rate of portfolio turnover for
the Long-Intermediate Portfolio was higher than in previsous years
as the portfolio took advantage of opportunities in the mortgage
market engaging in "Dollar Rolls". Additionally, there were a number
of corporate bond and treasury trades executed to adjust the yield
curve structure. 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 is no readily ascertainable market,
such as United States Government and agency obligations and
short-term money market instruments (such as certificates of
deposit, 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, retired
Albert K. Greenberg, MD Physician, retired
Robert R. Haumeder, MD Physician, retired
Richard Marchick, MD <F2> Physician, retired
Mary Alice Murphy, MD Physician
Gary S. Nye, MD Physician
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, 1997, the members of the Supervisory Committee
and the officers of the Trust, as a group, owned 38,866 Units of
the International Value Equity Portfolio, 52,675 Units of the
Growth Equity Portfolio, 217,886 Units of the Value Equity
Portfolio, 50,018 Units of the Balanced Portfolio, 94,023 Units of
the Long-Intermediate Fixed Income Portfolio, 59,474 Units of the
Short-Intermediate Fixed Income Portfolio and 8,172 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, 1997, 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>
Mary Ermadine Able Long-Intermediate 5.1%
Ralph Baldzikowski Short-Term Income Fund 11.1%
Reed Brockbank Short-Term Income Fund 7.1%
Howard Daniel Growth Equity 5.2% <F2>
International Value
Equity 5.3 <F3>
Howard Daniel, MD, APC Growth Equity 6.0%
International Value
Equity 6.2%
Klaus Dehlinger International Value 10.3%
Equity
Long-Intermediate 9.4%
Fixed Income
William G. Donald Long-Intermediate
Fixed Income 5.6%
Stanley Goodman Long-Intermediate 10.9%
Fixed Income
Roger Hoag Value Equity 6.2%
Short-Intermediate 7.6%
Fixed Income
Robert Hepps International Value
Equity 6.7%
Peyton Jacob Short-Intermediate 5.1%
Fixed Income
Ralph D. Kirk Long-Intermediate 6.6%
Fixed Income
Raymond Maas International Value 15.0%
Equity
Growth Equity 8.7%
Balanced 7.5%
Short-Intermediate 6.7%
Fixed Income
Harry MacDannald International Value 6.3%
Equity
Richard Marchick International Value 12.8%
Equity
Growth Equity 9.5%
Balanced 8.1%
Long-Intermediate 5.4%
Fixed Income
Short-Intermediate 6.6%
Fixed Income
OB/GYN Fertility International Value 12.8%
Specialist Medical Equity
Group, Inc. Growth Equity 10.4%
Value Equity 11.2%
Balanced 8.1%
Long-Intermediate 6.4%
Fixed Income
Short-Intermediate 20.3%
Fixed Income
Respiratory Medical International Value
Group, Inc. Equity 10.1%
Growth Equity 7.0%
Value Equity 6.6%
Philip Sapunor International Value
Equity 5.4%
Short-Intermediate
Fixed Income 6.0%
Eugene Taylor Balanced 6.5%
E. Gregory Thomas Long-Intermediate 5.6%
Fixed Income
Ruperto R. Visaya International Value 6.0% <F4>
Equity
Growth Equity 7.3% <F5>
Visaya & Visaya, MDs, Inc International Value 5.7%
Equity
Robert Werra Short-Intermediate 20.0% <F6>
Fixed Income
Robert Werra, M.D., APC Short-Intermediate 21.4%
Fixed Income
<FN>
<F1>
All at 6230 Claremont Avenue, Oakland, CA 94618.
<F2>
Consists of 5.2% held by Howard Daniel, MD, APC Plan.
<F3>
Consists of 5.#% held by Howard Daniel, MD, APC Plan
<F4>
Consists of 3.79% held by Visaya & Visaya, MDs, Inc.
and 2.3% held in an Individual Retirement Account.
<F5>
Consists of .20% held by Visaya & Visaya, MDs, Inc.
Plan and 7.1% held in an Individual Retirement Account.
<F6>
Consists of 20.0% held by Robert Werra, M.D., APC Plan.
</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.
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, 1995, 1996
and 1997 of $186,479, $209,485 and $218,728 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.
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
ended December 31, 1996 and 1997 of $236, $9,537 and $14,834
respectively.
The Burridge Group LLC has received investment management fees for
its services to the Growth Equity Portfolio for the years ended
December 31, 1995, 1996 and 1997 of $25,140, $28,447 and $30,892,
respectively.
Towneley Capital Management, Inc. has received investment
management fees for its services to the Value Equity Portfolio for
the years ended December 31, 1995, 1996 and 1997 of $176,999, $193,005
and $210,061 respectively.
Guardian Investment Management has received investment management
fees for its services to the Balanced Portfolio for the years ended
December 31, 1995, 1996 and 1997 of $17,929, $23,745 and $34,791
respectively.
Scudder Kemper Investments, Inc., "Scudder" has received investment
management fees for its services to the Long-Intermediate Fixed Income
Portfolio for the years ended December 31, 1995, 1996 and 1997 of
$20,475, $24,145 and $21,233 respectively.
Scudder has received investment management fees for its services to
the Short-Intermediate Fixed Income Portfolio for the years ended
December 31, 1995, 1996 and 1997 of $30,205, $27,301 and $22,848
respectively.
Scudder has received investment management fees for its services to
the Short-Term Income Fund for the years ended December 31, 1995,
1996 and 1997 of $13,442, $12,632 and $17,791 respectively. In 1997
Scudder reimbursed the Trust a total of $5,000 in expenses.
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 Trust 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 years ended
December 31, 1996 and December 31, 1997, PaineWebber was paid $132,
$2,011 and $3,877 respectively, in commissions, by the International Value
Equity Portfolio. For the years ended 1995, 1996 and 1997, PaineWebber
was paid $10,245, $5,307 and $9,080 respectively, by the Growth Equity
Portfolio; $177,898, $87,802 and $63,823, respectively, by the Value Equity
Portfolio; and $2,679, $1,650 and $1,695 respectively, by the Balanced
Portfolio. For the year ended December 31, 1997, these payments represented
all commissions paid by those Portfolios. Commissions for the Value
Equity Portfolio in 1996 and 1997 were reduced primarily as a result of
lower commission rates.
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 were restated in July 1996
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 Three Years <F7>
Net asset value:
Beginning of $11.19 $10.00
period
End of period $13.13 $13.13
Percentage change 17.34% 31.30%
in net asset
value
Average Annual 17.34% 13.99%
Total Return
Ending value of $1,173.40 $1,313.05
hypothetical
$1,000 investment
<FN>
<F7>
Three year figures reflect performance from December 1, 1995 (inception)
through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Growth Equity
<S> <C> <C> <C>
One Year Five Years Six Years<F8>
Net asset value:
Beginning of $16.70 $11.74 $10.00
period
End of period $19.67 $19.67 $19.67
Percentage change 17.78% 67.55% 96.70%
in net asset
value
Average Annual 17.78% 10.87% 13.75%
Total Return
Ending value of $1,177.80 $1,675.21 $1,966.73
hypothetical
$1,000 investment
<FN>
<F8>
Six year figures reflect performance from October 1, 1992 (inception)
through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Value Equity
<S> <C> <C> <C>
One Year Five Years Eight Years <F9>
Net asset value:
Beginning of $11.34 $6.71 $4.89
period
End of period $14.90 $14.90 $14.90
Percentage change 31.39% 122.06% 204.70%
in net asset
value
Average Annual 31.39% 17.30% 16.20%
Total Return
Ending value of $1,313.90 $2,220.70 $3,046.70
hypothetical
$1,000 investment
<FN>
<F9>
Eight year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Balanced
<S> <C> <C> <C>
One Year Five Years Eight Years <F10>
Net asset value:
Beginning of $10.87 $7.05 $5.95
period
End of period $13.29 $13.29 $13.29
Percentage change 22.26% 88.51% 123.36%
in net asset
value
Average Annual 22.26% 13.52% 11.44%
Total Return
Ending value of $1,083.40 $1,347.09 $1,717.31
hypothetical
$1,000 investment
<FN>
<F10>
Eight year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Long-Intermediate Fixed Income
<S> <C> <C> <C>
One Year Five Year Eight Years <F11>
Net asset value:
Beginning of $10.43 $8.39 $6.58
period
End of period $11.30 $11.30 $11.30
Percentage change 8.34% 34.68% 71.73%
in net asset
value
Average Annual 8.34% 6.14% 7.56%
Total Return
Ending value of $1,083.40 $1,347.09 $1,717.31
hypothetical
$1,000 investment
<FN>
<F11>
Eight year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Short-Intermediate Fixed Income
<S> <C> <C> <C>
One Year Five Years Eight Years <F12>
Net asset value:
Beginning of $10.29 $8.68 $6.74
period
End of period $10.91 $10.91 $10.91
Percentage change 6.03% 25.69% 61.87%
in net asset
value
Average Annual 6.03% 4.68% 6.71%
Total Return
Ending value of $1,060.30 $1,256.95 $1,619.13
hypothetical
$1,000 investment
<FN>
<F12>
Eight year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1997.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Short-Term Income Fund
<S> <C> <C> <C>
One Year Five Years Eight Years <F13>
Net asset value:
Beginning of $10.20 $8.91 $7.88
period
End of period $10.67 $10.67 $10.67
Percentage change 4.61% 19.75% 35.41%
in net asset
value
Average Annual 4.61% 3.67% 4.17%
Total Return
Ending value of $1,046.10 $1,197.47 $1,354.10
hypothetical
$1,000 investment
<FN>
<F6>
Eight year figures reflect performance from commencement of
operations on August 2, 1990 through December 31, 1997.
</FN>
</TABLE>
FINANCIAL STATEMENTS
ALAMEDA CONTRA-COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
FINANCIAL STATEMENTS
Incorporated by reference herein is the portion of the Trust's annual
report for 1997 entitled "Financial Statements". copies of the annual
report 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 annual report must
precede or accompany this Statement of Additional Information.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Part A: Condensed Financial Information.
Part B: Incorporated by reference to the Trust's annual report
for 1997:
Report of Independent Auditors dated February 13, 1998; Schedules
of Investments at December 31, 1997; Statements of Assets and
Liabilities at December 31, 1997; Statements of Operations for
the year ended December 31, 1997; Statements of Changes in Net
Assets for the years ended December 31, 1996 and December 31,
1997; and Notes to Financial Statements.
(b) Exhibits
<F1> (1) Declaration of Trust dated February 9, 1990,
Amendment to Declaration of Trust dated June 29,
<F2> 1992,
Amendment Number Two to Declaration of Trust Dated
February 20, 1997
Amendment Number Three to Declaration of Trust
Dated April 24, 1997
(2) Rules and Procedures of the Supervisory
<F1> Committee
(3) Not applicable
(4) Not applicable
(5) Investment Management Agreements
(a) Towneley Capital Management, Inc,
<F6> as amended
<F3> (b) Guardian Investment Management
(c) Scudder Kemper Investment, Inc.
<F6> (d) The Burridge Group LLC
(e) Lazard Freres & Company
(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
<F4> Administrative Services Agreement.
<F6> (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
<F5> (14) Model Plan Documents
(15) Not applicable
(16) Schedules for Computation of Performance
Quotations
(17) Financial Data Schedules
<F6> (EX-24) Powers of Attorney
Item 25. Persons Controlled By or Under Common Control With
Registrant - not applicable
<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 39 December 31, 1997
Units of Value Equity
Portfolio 201 December 31, 1997
Units of Growth Equity
Portfolio 82 December 31, 1997
Units of Balanced Portfolio 95 December 31, 1997
Units of Long-Intermediate 62 December 31, 1997
Fixed Income Portfolio
Units of Short-Intermediate 74 December 31, 1997
Fixed Income Portfolio
Units of Short-Term Income Fund 64 December 31, 1997
</TABLE>
<F5> Item 27. Indemnification
Item 28. Business and Other Connections of Investment Adviser
Incorporated by reference to the following documents:
(c) Form ADV, Scudder Kemper Investments, Inc.
File #801-252, dated March 27, 1998
(b) Form ADV, Guardian Investment Management,
File #801-11279, dated May 1, 1997
(e) Form ADV, Lazard Freres & Co. LLC,
File #801-6568, dated March 10, 1997
(a) Form ADV, Towneley Capital Management, Inc.,
File #801-07739, dated March 19, 1997
(d) Form ADV, The Burridge Group LLC,
File# 801-53275, dated March 24, 1998
<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>
Ernest E. Kundert President None
and Council Member
Donald R. Townsend Vice-President None
and Council Member
Michael P. Ranahan Secretary-Treasurer None
and Council Member
Istvan Borocz Council Member None
Richard J. Carmel Council Member None
Ronald Cooper Council Member None
Sharon Drager Council Member None
Thomas Forde Council Member None
Jay Garfinkle Council Member None
Michael Gorin Council Member None
Roger Iliff Council Member None
Albert Kahane Council Member None
Mary Alice Murphy Council Member Supervisory Committee
Member
Miles Nuddleman Council Member None
Sanjay Ray Council Member None
Stephen Ross Council Member None
Johnathan L. Savell Council Member None
Stuart B. Shikora 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
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. 1 April 29, 1991.
<F5>
Incorporated by reference to same item of Pre-Effective Amendment
No. 3 filed July 16, 1990.
<F6>
Incorporated by reference to same item of Post Effective
Amendment No. 9 filed March 3, 1997.
<F7>
All at 6230 Claremont Avenue, Oakland, CA 94618.
</FN>
</TABLE>
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 30th day of April, 1998.
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 April 29
Robert E. Gwynn, M.D. Executive Officer and 1998
Member of the
Supervisory Committee
(Principal Executive
Officer)
_________________________* Secretary and April 29
William N. Guertin Member of the 1998
Supervisory Committee
_________________________* Treasurer and Member April 29
L. Richard Mello of the Supervisory 1998
Committee (Principal
Financial and
Accounting Officer)
_________________________* Member of the April 29
Michael Cohen, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Klaus R. Dehlinger, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Bruce M. Fisher, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
William R. Forsythe, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Albert K. Greenberg, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Robert R. Haumeder, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Richard Marchick, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Mary Alice Murphy, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Gary S. Nye, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Robert J. Oakes, M.D. Supervisory Committee 1998
_________________________* Member of the April 29
Richard Rihn, M.D. Supervisory Committee 1998
*_________________________
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. 11
and
The Investment Company Act of 1940
Amendment No. 14
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS
<PAGE>
EXHIBIT INDEX
Exhibit
Number
(5) Invstment Management Agreements
(c) Scudder Kemper Investments, Inc.
(e) Lazard Freres & Company
(11) Consent of Coopers & Lybrand L.L.P.
(16) Schedule for computation of Performance Quotations
(17) Financial Data Schedules
Exhibit (5C)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of 1/1/98, between the
Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") and
Scudder Kemper Investments, Inc., as an investment manager
("Investment Manager") to manage the Long-Intermediate Fixed
Income Portfolio, the Short-Intermediate Fixed Income
Portfolio, and the Short-Term Income Fund (the "Portfolios").
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 Portfolios, 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 this 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 Portfolios as follows:
(i) The Investment Manager will maintain a
continuous investment program for the
Portfolios;
(ii) The Investment Manager will determine
what securities shall be purchased or
sold by the Portfolios;
(iii) The Investment Manager will arrange for
the purchase and sale of securities
held in the Portfolios 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 Portfolios
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 Portfolios 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 Advisers Act, 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 Portfolios, as reflected in the Trust's
Registration Statement that is filed with the Commission.
The Investment Manager shall invest the assets of the
Portfolios in the manner provided above and shall diversify
the Portfolios 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
Portfolios 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
or the Investment Manager's overall responsibilities to the
Portfolios.
(f) The Investment Manager shall maintain books
and records with respect to the securities transactions of
the Portfolios 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 each Portfolio
established under Section 4.1 of the Declaration of Trust at
an annual rate of 0.5% of the aggregate fair market value of
the assets of such Portfolio. For purposes of this
Agreement, the fair market value of the assets of the
Portfolio shall be determined on each Valuation Date.
Payments of the Investment Manager's fee shall be made
quarterly on the relevant Valuation Date.
Section 4. Duration, Termination and Amendment.
(a) This Agreement shall become effective as to
the Portfolios as of the date first set forth above. This
Agreement shall remain in effect until April 1, 1999, 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 exercises 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 Gwynn, M.D.
Chairman, Supervisory Committee
SCUDDER KEMPER INVESTMENTS, INC.
By (Signature) Victor Hymes
Its Managing Director
Exhibit(5e)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of October 30, 1997, between the
Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") and
Lazard Asset Management Division of Lazard Freres & Co. LLC
as an investment manager ("Investment Manager") to manage the
International Value Equity Portfolio (the "Portfolio").
RECITALS
The Trust has been established to provide a satis-
factory 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 part 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 of 1940, as amended (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 this
Agreement have the meanings defined in the Declaration of
Trust, dated February 9, 1990, establishing the Trust (the
"Declaration of Trust").
<PAGE>
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 Advisers Act of 1940, as amended, 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 obligation 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
or 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 the 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 of 1% of the first $1 million of the aggregate
fair market value of the assets of such Portfolio as
determined on each Valuation Date, and 75 basis points on the
balance. Payments of the Investment Manager's fee shall be
made quarterly on the relevant Valuation Date.
Section 4. Duration, Termination and Amendment.
(a) This Agreement shall become effective as
to the Portfolio as of the date first set forth above. This
Agreement shall remain in effect until April 1, 1999, 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 the 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. Change In Membership. The Investment
Manager shall notify the Supervisory Committee of any change
in its membership within a reasonable time after such change.
Section 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of
the State of California.
Section 8. Non-Exclusive Management. The Trust
understands that the Investment Manager and its affiliates
may furnish and may continue to furnish investment management
and advisory services to others, and that the Investment
Manager and its affiliates shall be at all times free, in
their discretion, to make recommendations to, and investments
for, others which may or may not have an interest in the
securities whose purchase and sale the Investment Manager
effects for the Portfolio. Actions taken by the Investment
Manager on behalf of the Portfolio may be the same as, or
different from, actions taken by the Investment Manager on
its own behalf or for others and actions taken by the
Investment Manager's affiliates, officers, directors,
partners, employees of the Investment Manager or its
affiliates, the family members of such persons or other
investors.
Section 9. Conflict of Interest. The Trust agrees
that the Investment Manager may refrain from providing any
advice or services concerning securities of companies of
which any officers, directors, partners or employees of the
Investment Manager or any of the Investment Manager's
affiliates are officers or directors, or of companies for
which the Investment Manager or any of the Investment
Manager's affiliates act as financial adviser, investment
manager or in any capacity that the Investment Manager deems
confidential, unless the Investment Manager determines in its
sole discretion that it may appropriately do so. The Trust
appreciates that, for good commercial and legal reasons,
material nonpublic information which becomes available to
affiliates of the Investment Manager through these
relationships cannot be passed on to the Investment Manager
or the Trust.
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) Rogert Gwynn, M.D.
Chairman, Supervisory Committee
LAZARD FRERES & CO. LLC
By (Signature) Robert P. Morgenthau
Its Managing Director
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. 11 to
the Registration Statement of Alameda-Contra Costa Medical
Association Collective Investment Trust for Retirement Plans on
Form N-1A (File No. 33-32684)of our report dated February 13,
1998 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 Francisco, California
April 24, 1998
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, 1997:
1
$1,000(1+T) = $1,173.40 or an annual compounded rate of 17.34%
For the 2.08 year period ended December 31, 1997:
2.08
$1,000(1+T) = $1,313.05 or an annual compounded rate of 13.99%
GROWTH EQUITY PORTFOLIO: (inception date 10/1/92)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,177.80 or an annual compounded rate of 17.78%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $1,675.21 or an annual compounded rate of 10.87%
For the 5.25 year period ended December 31, 1997:
5.25
$1,000(1+T) = $1,966.73 or an annual compounded rate of 13.75%
VALUE EQUITY PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,313.90 or an annual compounded rate of 31.39%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $2,220.70 or an annual compounded rate of 17.30%
For the 7.42 year period ended December 31, 1997:
7.42
$1,000(1+T) = $3,046.70 or an annual compounded rate of 16.20%
BALANCED PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,222.60 or an annual compounded rate of 22.26%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $1,885.22 or an annual compounded rate of 13.52%
For the 7.42 year period ended December 31, 1997:
7.42
$1,000(1+T) = $2,233.80 or an annual compounded rate of 11.44%
LONG-INTERMEDIATE FIXED INCOME PORTFOLIO: (inception date 8/2/90)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,083.40 or an annual compounded rate of 8.34%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $1,347.09 or an annual compounded rate of 6.14%
For the 7.42 year period ended December 31, 1997:
7.42
$1,000(1+T) = $1,717.31 or an annual compounded rate of 7.56%
SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO:(inception date 8/2/90)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,060.30 or an annual compounded rate of 6.03%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $1,256.95 or an annual compounded rate of 4.68%
For the 7.42 year period ended December 31, 1997:
7.42
$1,000(1+T) = $1,619.13 or an annual compounded rate of 6.71%
SHORT-TERM INCOME FUND: (inception date 8/2/90)
For the 1 year period ended December 31, 1997:
1
$1,000(1+T) = $1,046.10 or an annual compounded rate of 4.61%
For the 5 year period ended December 31, 1997:
5
$1,000(1+T) = $1,197.47 or an annual compounded rate of 3.67%
For the 7.42 year period ended December 31, 1997:
7.42
$1,000(1+T) = $1,354.10 or an annual compounded rate of 4.17%
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> VALUE EQUITY
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 22,632,206
<INVESTMENTS-AT-VALUE> 29,108,676
<RECEIVABLES> 321,354
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,430,030
<PAYABLE-FOR-SECURITIES> 140,541
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 968,743
<TOTAL-LIABILITIES> 1,109,284
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,009,236
<SHARES-COMMON-STOCK> 1,900,578
<SHARES-COMMON-PRIOR> 2,058,779
<ACCUMULATED-NII-CURRENT> 1,306,822
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,528,218
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,476,470
<NET-ASSETS> 28,320,746
<DIVIDEND-INCOME> 341,233
<INTEREST-INCOME> 87,960
<OTHER-INCOME> 0
<EXPENSES-NET> 432,827
<NET-INVESTMENT-INCOME> (3,634)
<REALIZED-GAINS-CURRENT> 3,915,104
<APPREC-INCREASE-CURRENT> 3,169,127
<NET-CHANGE-FROM-OPS> 7,080,597
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 189,132
<NUMBER-OF-SHARES-REDEEMED> 347,424
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,970,163
<ACCUMULATED-NII-PRIOR> 1,310,456
<ACCUMULATED-GAINS-PRIOR> 8,613,114
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 210,061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 477,576
<AVERAGE-NET-ASSETS> 26,105,446
<PER-SHARE-NAV-BEGIN> 11.34
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 3.56
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.90
<EXPENSE-RATIO> 1.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> BALANCED
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,895,535
<INVESTMENTS-AT-VALUE> 5,673,524
<RECEIVABLES> 550,474
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,223,998
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,232,824
<TOTAL-LIABILITIES> 1,232,824
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,035,791
<SHARES-COMMON-STOCK> 375,688
<SHARES-COMMON-PRIOR> 423,839
<ACCUMULATED-NII-CURRENT> 619,624
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 557,770
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,777,989
<NET-ASSETS> 4,991,174
<DIVIDEND-INCOME> 48,569
<INTEREST-INCOME> 126,922
<OTHER-INCOME> 0
<EXPENSES-NET> 87,234
<NET-INVESTMENT-INCOME> 88,257
<REALIZED-GAINS-CURRENT> 305,456
<APPREC-INCREASE-CURRENT> 675,645
<NET-CHANGE-FROM-OPS> 1,069,358
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 68,189
<NUMBER-OF-SHARES-REDEEMED> 116,339
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 382,556
<ACCUMULATED-NII-PRIOR> 531,367
<ACCUMULATED-GAINS-PRIOR> 252,314
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 34,791
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,831
<AVERAGE-NET-ASSETS> 5,429,105
<PER-SHARE-NAV-BEGIN> 10.87
<PER-SHARE-NII> .20
<PER-SHARE-GAIN-APPREC> 2.22
<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.29
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> LONG INTERMEDIATE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,932,027
<INVESTMENTS-AT-VALUE> 4,087,421
<RECEIVABLES> 143,736
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,231,157
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 222,563
<TOTAL-LIABILITIES> 222,563
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,605,454
<SHARES-COMMON-STOCK> 354,699
<SHARES-COMMON-PRIOR> 453,931
<ACCUMULATED-NII-CURRENT> 1,954,195
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 293,551
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 155,394
<NET-ASSETS> 4,008,594
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 279,494
<OTHER-INCOME> 0
<EXPENSES-NET> 54,548
<NET-INVESTMENT-INCOME> 224,946
<REALIZED-GAINS-CURRENT> 76,090
<APPREC-INCREASE-CURRENT> 31,828
<NET-CHANGE-FROM-OPS> 332,864
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26,999
<NUMBER-OF-SHARES-REDEEMED> 126,231
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (724,170)
<ACCUMULATED-NII-PRIOR> 1,729,249
<ACCUMULATED-GAINS-PRIOR> 217,461
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 16,175
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 56,790
<AVERAGE-NET-ASSETS> 4,256,651
<PER-SHARE-NAV-BEGIN> 10.43
<PER-SHARE-NII> .57
<PER-SHARE-GAIN-APPREC> .30
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.30
<EXPENSE-RATIO> 1.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> SHORT INTERMEDIATE
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 4,178,662
<INVESTMENTS-AT-VALUE> 4,209,279
<RECEIVABLES> 50,816
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,260,095
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 112,190
<TOTAL-LIABILITIES> 112,190
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,044,400
<SHARES-COMMON-STOCK> 380,095
<SHARES-COMMON-PRIOR> 436,883
<ACCUMULATED-NII-CURRENT> 2,000,977
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 71,910
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30,617
<NET-ASSETS> 4,147,905
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 284,278
<OTHER-INCOME> 0
<EXPENSES-NET> 58,386
<NET-INVESTMENT-INCOME> 225,892
<REALIZED-GAINS-CURRENT> (21,572)
<APPREC-INCREASE-CURRENT> 63,074
<NET-CHANGE-FROM-OPS> 267,394
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 101,215
<NUMBER-OF-SHARES-REDEEMED> 158,040
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (346,965)
<ACCUMULATED-NII-PRIOR> 1,775,085
<ACCUMULATED-GAINS-PRIOR> 93,482
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,259
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 60,790
<AVERAGE-NET-ASSETS> 4,538,649
<PER-SHARE-NAV-BEGIN> 10.29
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> .09
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.91
<EXPENSE-RATIO> 1.29
<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> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,526,057
<INVESTMENTS-AT-VALUE> 3,531,204
<RECEIVABLES> 55,494
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,586,698
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 625,148
<TOTAL-LIABILITIES> 625,148
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,479,920
<SHARES-COMMON-STOCK> 277,601
<SHARES-COMMON-PRIOR> 350,355
<ACCUMULATED-NII-CURRENT> 1,539,128
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (62,645)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,147
<NET-ASSETS> 2,961,550
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 197,432
<OTHER-INCOME> 0
<EXPENSES-NET> 45,464
<NET-INVESTMENT-INCOME> 151,968
<REALIZED-GAINS-CURRENT> (5,347)
<APPREC-INCREASE-CURRENT> 15,117
<NET-CHANGE-FROM-OPS> 161,738
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 107,609
<NUMBER-OF-SHARES-REDEEMED> 180,363
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (610,566)
<ACCUMULATED-NII-PRIOR> 1,387,160
<ACCUMULATED-GAINS-PRIOR> (57,298)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,800
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 47,359
<AVERAGE-NET-ASSETS> 3,502,499
<PER-SHARE-NAV-BEGIN> 10.20
<PER-SHARE-NII> .45
<PER-SHARE-GAIN-APPREC> .02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.67
<EXPENSE-RATIO> 1.30
<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> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,086,878
<INVESTMENTS-AT-VALUE> 3,975,011
<RECEIVABLES> 17,168
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,992,179
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 94,729
<TOTAL-LIABILITIES> 94,729
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,887,218
<SHARES-COMMON-STOCK> 198,119
<SHARES-COMMON-PRIOR> 248,695
<ACCUMULATED-NII-CURRENT> (138,669)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,260,767
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 888,134
<NET-ASSETS> 3,897,450
<DIVIDEND-INCOME> 18,246
<INTEREST-INCOME> 5,612
<OTHER-INCOME> 0
<EXPENSES-NET> 66,346
<NET-INVESTMENT-INCOME> (42,488)
<REALIZED-GAINS-CURRENT> 813,505
<APPREC-INCREASE-CURRENT> (78,654)
<NET-CHANGE-FROM-OPS> 692,363
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28,697
<NUMBER-OF-SHARES-REDEEMED> 79,273
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (256,520)
<ACCUMULATED-NII-PRIOR> (96,181)
<ACCUMULATED-GAINS-PRIOR> 447,262
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 30,892
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 73,041
<AVERAGE-NET-ASSETS> 4,088,864
<PER-SHARE-NAV-BEGIN> 16.70
<PER-SHARE-NII> (.19)
<PER-SHARE-GAIN-APPREC> 3.16
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.67
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> INTERNATIONAL EQUITY
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,604,838
<INVESTMENTS-AT-VALUE> 1,928,396
<RECEIVABLES> 6,540
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,934,936
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 210,109
<TOTAL-LIABILITIES> 210,109
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,377,747
<SHARES-COMMON-STOCK> 131,348
<SHARES-COMMON-PRIOR> 103,133
<ACCUMULATED-NII-CURRENT> 17,855
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,666
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 323,559
<NET-ASSETS> 1,724,827
<DIVIDEND-INCOME> 29,123
<INTEREST-INCOME> 5,811
<OTHER-INCOME> 0
<EXPENSES-NET> 27,530
<NET-INVESTMENT-INCOME> 7,404
<REALIZED-GAINS-CURRENT> (1,505)
<APPREC-INCREASE-CURRENT> 228,583
<NET-CHANGE-FROM-OPS> 234,482
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 79,554
<NUMBER-OF-SHARES-REDEEMED> 51,339
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 570,451
<ACCUMULATED-NII-PRIOR> 10,451
<ACCUMULATED-GAINS-PRIOR> 7,171
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,834
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30,160
<AVERAGE-NET-ASSETS> 1,527,597
<PER-SHARE-NAV-BEGIN> 11.19
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 1.88
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.13
<EXPENSE-RATIO> 1.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
